U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                  FORM 10-KSB

(Mark One)

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

For the fiscal year ended December 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from ___________ to _______________________

Commission file number:  0-32931

                          MENTOR CAPITAL CONSULTANTS, INC.
             ------------------------------------------------------
                      (Name of small business in its charter)

           Delaware                                    84-1569905
   ------------------------                  -------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

4940 Pearl East Circle, Suite 104, Boulder, CO               80301
----------------------------------------------           -------------
(Address of principal executive offices)                   (Zip Code)

                  (303) 444-7755
             ---------------------------
             (Issuer's telephone Number)

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

Title of each class registered: None        Name of Each Exchange on which
                                            Registered:  None

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


                       Common Stock, par value $. 00001
         ------------------------------------------------------------
                                 (Title of Class)

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

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

The issuer's revenues for the year ended December 31, 2001 were $73,000.
The issuer's stock is not trading on any stock exchange. The approximate
aggregate market value of common stock held by non-affiliates of the Registrant
(valued at the public offering price of $2.00 per share in the absence of any
public trading market to date) was $14,748,874 as of December 31, 2001.

As of March 15, 2002 the issuer had 16,541,612 shares of common stock
outstanding.

Documents incorporated by reference:  None
Transitional Small Business Disclosure Format (check one):  YES [ ]   NO [X]


Part I

Item 1. Description of Business

Forward-Looking Statements

EXCEPT FOR HISTORICAL INFORMATION, THE FOLLOWING DESCRIPTION OF THE COMPANY'S
BUSINESS CONTAINS FORWARD-LOOKING STATEMENTS, WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
SET FORTH IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF A NUMBER OF
FACTORS.

The statements contained in this report concerning our business outlook or
future economic performance; anticipated profitability, revenues, expenses, or
other financial items; and statements concerning assumptions made or exceptions
as to any future events, conditions, performance or other matters are "forward
looking statements" as that term is defined under the Federal Securities laws.
All statements, other than historical financial information, may be deemed to be
forward looking statements. The words "believes," "plans," anticipates," and
similar expressions herein are intended to identify forward-looking statements.
Forward-looking statements are subject to risks, uncertainties, and other
factors, which would cause actual results to differ materially from those stated
in such statements. Forward-looking statements include, but are not limited to,
those discussed in "Factors That May Affect Future Results," and elsewhere in
this report, and the risks discussed in the Company's other SEC filings.

Although we believe our assumptions underlying the forward-looking statements
are reasonable, some of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the forward-looking statements made in this
Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements made in this Report, particularly in
view of our early stage of operations, inclusion of such information should not
be regarded as a representation by us or any other person that our objectives
and plans will be achieved.

Business Development

Mentor Capital Consultants, Inc. a Delaware corporation ("Mentor Capital
Consultants" or the "Company"), was incorporated on March 13, 2000 to provide
business, marketing and management consulting services to emerging growth
companies and entrepreneurs.

For most of the period since its inception, the Company has been engaged
primarily in the raising of capital to fund its growth and expansion and the
full implementation of its business plan. In addition to the provision of
consulting services to its several clients, the Company is currently engaged in
raising up to $3.5 million dollars for itself.

Business of Issuer

Mentor Capital Consultants was initially incorporated as IPO Investors Network,
Inc.  We changed our name in March 2001 to Mentor Capital Consultants, Inc.
Since inception, our preliminary organizational functions, including market
research, hiring of staff, and the development of marketing and communication
modes and methods, have been principally funded through our sales of securities,
including private placements of our common stock in 2000 and 2001 and our
initial public offering of common stock and warrants during the second half of
2001.  A second public offering of common stock and warrants, constituting in
effect a continuation of our IPO, we believe will commence in February, 2002.

                                       3

Synopsis of our Business

Our principal business will be to provide a comprehensive suite of business,
management and marketing consulting services to pre-start-up through 5-year-old
emerging growth companies, in virtually any area of business, and the
entrepreneurs that operate them.  We will offer consulting services in a wide
range of business disciplines for new and emerging companies, including:
strategic planning, business plan development, marketing, media buying, and
management recruiting. To address our clients' needs for information on capital
formation, we have developed, completed testing and anticipate shipping during
the first quarter of 2002 an "off-the-shelf" software product, Small Issue
Initial Public Offering or SIIPOP( ,  which will provide entrepreneurs with a
comprehensive education in capital formation, including the various
self-financing options available, as well as a step-by-step tutorial on
completing Form U-7 for Small Corporate Offerings (SCORs) and Form 1-A used in
Regulation A offerings.  We also provide clients with referrals to
broker-dealers for underwriting and investment banking services, as needed.

Business Development Network - Alliance Program

We plan to increase our ability to service the needs of emerging growth
companies by leveraging the services of select companies in the financial,
marketing, Internet, legal and business consulting industries.  The alliances we
establish with these companies will collectively be known as our "business
development network." By providing access to the services of our alliance
partners, we will permit our clients to evolve more fully and effectively, while
allowing them to focus on their respective core businesses.

By aligning ourselves with companies that specialize in working with emerging
growth businesses, we intend to offer our clients a network that has experience
in solving the typical problems of emerging businesses.  We also believe that a
broad base of alliance partners will enhance our exposure to additional
potential clients.  Should we choose to expand this model, it may be used to
assist in our own growth by allowing us to provide a variety of services in a
location without necessarily having to establish an office in that area.  We
have not yet established any business alliances.

Fees

We will charge our clients consulting fees based on the type and extent of
services provided.  Fees will be charged on an hourly or a flat-rate basis and
may be payable in the form of cash, stock and/or warrants to purchase stock in
our client companies or a combination of the foregoing.  We will also derive
revenue from the sale of our software.

Principal Products, Services, and Markets

Our business is in a very early stage of its development and the full range of
services we hope to deliver require continued refinement and resources.
Currently, our principal services are the provision to small businesses and
their entrepreneur owners of a comprehensive suite of business, marketing, and
strategic planning services.

On behalf of such clients we will:

  * Interview management and relevant experts in order to understand their
    business; we will conduct a SWOT (strengths, weaknesses, opportunities, and
    threats) analysis of their business, review the company's business plan, if
    any, and research the company's products, services, market potential,
    competition, growth objectives, and capital requirements;

  * Provide strategic planning services, assisting management in the development
    and refinement of their core business model;

  * Assist in the writing or refining of a business plan;

                                       4

  * Assist in the execution of their business strategy; and

  * Provide management recruiting services.


With specific reference to marketing consulting, we will:

  * Review and evaluate current marketing strategies and assist in developing of
    a comprehensive marketing plan, including identification of target markets
    and develop a methodology to reach them;

  * Design advertising and marketing campaigns and assist in media buying
    strategies; and

  * Assist in recruiting key marketing and sales personnel.

Our principal product will be the "SIIPOP" computer software product. The
Company offers extensive support in the use and application of the software, as
well as reviewing the finished product and assisting the entrepreneur in
finalizing such documents for submission and review.

Distribution Methods of the Products or Services

Our primary means of advertising our services and software to the public is
through radio advertising on Colorado radio stations, which feature primarily
business news and news programs. The Company has also undertaken several direct
mail campaigns, which invited recipients, most, if not all of whom are
accredited investors, to an informal evening presentation to learn more about
the Company and our clients and operations.

Competitive Business Conditions

We compete in a rapidly changing marketplace that is intensely competitive, and
our ability to compete effectively depends on many factors.  Because our
business model blends management consulting, marketing, and finance, we will
have potential competition in each of these areas, and there is no assurance
that we will be successful in achieving our competitive goals.

As a management and business consultant, Mentor Capital Consultants faces
considerable competition from a broad array of business consultants, management
consultants, attorneys, and accountants.  In addition to established management
consulting businesses, such as Andersen Consultants, now Accenture, and KPMG
Consulting, there are many smaller "boutique" management and marketing
consultants from which we will also face intense competition.

As marketing consultants, we face competition from advertising agencies, public
relations firms, and regional and local marketing firms.  Our software product
will compete in a marketplace filled with financial education software and other
business and capital raising tutorials.

Many of our existing competitors, as well as a number of potential new
competitors, have extensive operating histories, greater name recognition,
larger customer bases and significantly greater financial, technical, and
marketing resources than our company.  This may allow them to devote greater
resources to the development and promotion of their services than Mentor Capital
Consultants can bring to bear with respect to its business.  Such competitors
may also engage in more extensive research and development, undertake more
far-reaching marketing campaigns, adopt more aggressive pricing policies and
make more attractive offers to existing and potential employees, advertisers,
and potential strategic partners.  New market entrants also pose a competitive
threat to our business.  We do not own any patented technology that precludes or
inhibits competitors from entering the market in which we operate or from
providing

                                       5

services and solutions similar to ours.  Our competitors may develop or offer
services or solutions that are superior to ours at a lower price.

Mentor Capital will use the Internet as an important component of its business,
and will thus be subject to the intense competition and rapid technological
change associated with the Internet.

Sources and Availability of Raw Materials and the names of Principal Suppliers

The Company's services and software product do not require raw materials.

Customer Dependence

As a consulting service provider to small and emerging businesses and
entrepreneurs, we do not anticipate relying on any large single customer for a
majority of our business.

Patents, Trademarks, and Other Intellectual Property

Mentor Capital does not own any patented technology.

Government Approval of Products and Services

The Company itself is not, by virtue of its consulting activities, subject to
many laws or regulations; particularly any directed specifically at its primary
business. However, it is possible that at some time in the future, new laws and
regulations may be adopted to which the Company could be subject.

The Company does own a subsidiary, MCAP INVESTMENT BANKING SERVICES, INC, which,
as of the date of this Report, is in the application process for membership into
the National Association of    Securities Dealers (NASD). Should MCAP be granted
its application for an NASD license, it would be subject to significant
regulation and compliance requirements.

Research and Development

Our research and development has focused primarily on the development of our
SIIPOP software package. Future research and development could occur in the area
of developing additional software or creating an updated version of the SIIPOP
software.

Costs and Effects of Compliance with Environmental Laws

The Company's business activities do not subject it to any environmental laws.

Number of Total Employees and Number of Full Time Employees

The Company has seven (7) full time employees and four (4) part time employees.

Reports to Security Holders

The public may read and copy any materials filed by the Company with the
Securities and Exchange Commission at the SEC's Public Reference Room at 450
Fifth Street N.W., Washington, D.C. 20549. The public may also obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.

The SEC maintains an Internet site that contains reports, proxy information
statements, and other information regarding issuers that file electronically
with the SEC. Once we complete and submit this and other future filings, the
information is available at http://www.sec.gov under the EDGAR prompt.

                                       6

Item 2. Description of Properties

Our principal offices and corporate headquarters are located at 4940 Pearl East
Circle Suite 104, Boulder CO.  80301. We currently occupy a 2,425 square foot
office at a cost of  $4,365 per month.  The term of the lease is two years and
four months and expires on September 1, 2003. The Company owns computer
equipment, software, and office furniture that are in good condition.

Item 3. Legal Proceedings

As of the date hereof, the Company is not a party to any legal proceeding and it
has no knowledge of any action contemplated against it.


PART II. Market for Common Equity and Related Stockholder Matters

Item 5. Market Information

As of December 31, 2001, the Company's common stock was not traded on any public
market, although it is the Company's intention to arrange for its common stock
to be quoted on the NASD OTC Bulletin Board.

Holders of Common Stock

As of December 31, 2001, there were approximately 159 holders of record of the
Company's common stock.

Dividends

The Company has never declared or paid any cash dividends on it stock. The
Company currently intends to retain any future earnings to finance the continued
growth and development of its business and therefore does not anticipate paying
any cash dividends in the foreseeable future. The Company's right to declare a
dividend is not limited by any restrictive covenant, contract, or agreement.

Securities Authorized for Issuance under Equity Compensation Plans

In 2000 and 2001, the Company's board of directors approved a Stock Option Plan
(the Plan) pursuant to which incentive stock options and nonqualified stock
options are reserved for issuance to eligible employees, consultants and
directors of the Company.  The Plan is administered by the Board of Directors,
which has the authority to select the individuals to whom awards are to be
granted, the number of shares of common stock to be covered by each award, the
vesting schedule of stock options, and all other terms and conditions of each
award.

Sales of Unregistered Securities

Upon inception (March 13, 2000), 11,682,500 shares of common stock were issued
to the initial 6 shareholders of the Company for aggregate consideration in the
amount of $85,863, including 10,335,250 shares issued to directors and officers
for $863.  No selling commission or other compensation was paid in connection
with such transactions.  Such sales were made in reliance upon the exemption
from registration under the Securities Act of 1933 provided by Section 4(2) of
such Act.

From September 15, 2000 through December 31, 2000, the Registrant sold 3,823,262
shares of its common stock in a private offering to 81 individual investors (64
accredited and 17 nonaccredited) for an aggregate purchase price of $1,543,941.
All purchasers received or were given access to the information required under
Rule 502(b) of Regulation D.  No selling commission or other compensation was
paid in connection

                                       7

with such transactions.  All sales were made in reliance upon the exemption from
registration under the Securities Act of 1933 provided by Section 4(2) of such
Act and Rule 506 of Regulation D.

From January 1, 2001 through December 5, 2001, the Registrant sold 675,250
shares of common stock in private transactions to 40 individual investors (36
accredited and 4 nonaccredited) for aggregate consideration in the amount of
$262,500.  No selling commission or other compensation was paid in connection
with such transactions.  Such sales were made in reliance upon the exemption
from registration under the Securities Act of 1933 provided by Section 4(2) of
such Act.

From September 15, 2000 through December 31, 2000, the Registrant granted
options covering 195,058 shares of its common stock to 14 persons (8 employees
and 6 non-employees).  155,058 of such options are exercisable for a period of
five years, commencing January 5, 2002; 40,000 of such options are exercisable
for a period of five years, commencing July 5, 2002.  96,000 of such options are
exercisable at the price of $0.25 per share, and 99,058 are exercisable at $0.50
per share.  No selling commission or other compensation was paid in connection
with such grants, which were made in reliance upon the exemption from
registration under the Securities Act of 1933 provided by Section 4(2) of such
Act.

From January 1, 2001 through December 31, 2001, the Registrant granted options
covering 292,327 shares of its common stock to 17 persons (7 employees and 10
non-employees).  All such options are exercisable for a period of five years,
commencing six months following the initial effective date of this registration
statement.  103,308 of such options are exercisable at the price of $0.25 per
share; 107,224 are exercisable at $0.40 per share; 72,039 are exercisable at
$0.50 per share; 6,650 are exercisable at $1.00 per share; and 3,106 are
exercisable at $2.00 per share.  No selling commission or other compensation was
paid in connection with such grants, which were made in reliance upon the
exemption from registration under the Securities Act of 1933 provided by Section
4(2) of such Act.

Description of Securities

In its initial public offering which commenced July 5, 2001, the Company sold
292,700 shares of its common stock to new investors at $2.00 per share. The
common stock was offered in units.  Each unit was comprised of two shares of
common stock and two warrants to purchase additional shares of common stock.
Each warrant is exercisable to purchase a share of common stock at prices of
$3.00 and $4.00 per share, respectively.   A total of 292,700 warrants were
issued in the initial public offering.  As of December 31, 2001, all of the
warrants remain outstanding.  The warrants are exercisable over a period not to
exceed 18 months commencing January 5, 2002.  The Company, at its option, may
redeem the warrants at a price of $0.01 per warrant at any time during the
exercise period if the stock price, as traded on a national securities exchange,
equals or exceeds $5.00 per share for a period of 20 consecutive days.  Offering
costs of $227,159 were incurred and recorded as an offset against the proceeds
from the initial public offering in the year ended December 31, 2001.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview and Plan of Operation

Mentor Capital Consultants, Inc. is a development stage company, which provides
a comprehensive suite of marketing, management, and strategic consulting
services to pre-start up through 5-year-old businesses. Since its inception in
March 2000, the company has been principally engaged in activities associated
with structuring and raising capital for its business. In addition, during 2001,
the company developed and tested a software product, SIIPOP, which is ready for
sale and distribution and organized a wholly owned subsidiary, MCAP Investment
Banking Services, Inc. ("MCAP"), which has completed much of the process of
registering with the NASD as a broker-dealer. The Company intends to refer those
of its consulting clients who are suitable and prepared for capital raising to
MCAP.

During the next 12 months, we expect to continue to grow our company through the
further implementation of our business plan.  That plan includes continuing to
develop new clients through our direct marketing campaigns; completion and
licensure of our broker/dealer subsidiary in the first quarter of 2002;

                                       8

completing the development of our proprietary software for sale during the first
quarter of 2002; and expansion to other cities across the country.

Results of Operations

Revenue

Initial consulting revenue for 2001 amounted to $73,000 compared to $0 for 2000,
our initial year in business.  During the second six months of 2001, we signed
consulting agreements with three clients.  Revenue generated during the latter
half of 2001 amounted to 78% of the total revenue generated for the year.

Operating Expenses

For fiscal 2001, operating expenses increased by  $538,117 or 82% over fiscal
2000, which was nine and a half months long.

We began to build our management infrastructure, which resulted in labor and
benefits increasing by $348,857 or 106% over 2000.  In addition, we began to
implement our business plan incurring business development costs and advertising
expenditures of  $117,137 in 2001, a $93,936 or 405% increase over 2000.  We
incurred costs of $37,978 to develop our proprietary software program and
$27,809 to formulate our broker/dealer subsidiary in 2001, compared to no such
costs in 2000.  Administratively, our occupancy expenses increased to $59,266 in
fiscal 2001 from $29,707 in fiscal 2000.  This was primarily due to our moving
into larger offices, and we were operating two and a half more months in
2001than 2000.

Other income (expense) net, increased $15,716 in 2001 from 2000 principally due
to interest income generated from our money market account.

Net Income (Loss)

For 2001 as compared to 2000, our revenue increased by $73,000, while operating
expenses and other income (expense) increased by $538,117 and $15,716
respectively, resulting in an increase in our net (loss) to ($1,101,780) in 2001
from ($652,379) in 2000.

Financial Condition

Liquidity; Commitments for Capital Resources; and Sources of Funds

As we have been in the development stage to date, there has been no liquidity
from operations.  Liquidity has been generated by utilizing the proceeds of
private placements of common stock during 2000 and the first half of 2001.

During the fourth quarter of 2001, we made an initial public offering of up to
2,000,000 shares of stock and 2,000,000 warrants at a price to the public of
$4.00 per unit.  We anticipate our principal sources of liquidity during the
next year will be cash from operations and net proceeds of this ongoing
offering.

We do not currently have any major capital commitments.

Changes in Assets and Liabilities

During 2001, we substantially reduced our cash on hand, from $934,233 at
December 31, 2000 to $513,057 at the end of 2001.  This was primarily due to
building the Company's management infrastructure and increasing expenditures for
business development and marketing as we begin to implement our business plan.

                                       9

Fixed assets increased by $33,142 or 33%, from 2000 to 2001, primarily as a
result of the purchase of furniture, office equipment, and computers for use in
our new offices by newly hired personnel.

Current liabilities increased $60,584 from 2000 to 2001, reflecting an increase
in operational activities at December 31, 2001 compared to December 31, 2000.

Common stock and additional paid-in capital increased 39% from 2000 to 2001,
from $1,649,804 to $2,292,190, principally as a result of our private placements
and public offering of common stock and units respectively.  Our deficit
accumulated during the development stage increased by 169% from 2000 to 2001 as
discussed under Net Income (Loss), above.

Inflation and Other Factors That May Affect Future Results.

We have not been affected by inflation in the past, and do not expect inflation
to have a significant effect on operations in the foreseeable future.

                                       10

Item 7. Financial Statements and Accompanying Notes

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Mentor Capital Consultants, Inc. (A Development Stage Enterprise)
Boulder, Colorado

We have audited the accompanying consolidated balance sheet of Mentor Capital
Consultants, Inc. (A Development Stage Enterprise) as of December 31, 2001 and
the related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended, and for the cumulative period from March 13, 2000
(Inception) to December 31, 2001.  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 audit.  The Company's
consolidated financial statements as of December 31, 2000 and for the period
March 13, 2000 (Inception) through December 31, 2000 were audited by other
auditors whose report, dated January 10, 2001, expressed an unqualified opinion
on those statements.  The financial statements for the period March 13, 2000
(Inception) through December 31, 2000 reflect total revenues and net loss of $0
and $652,379, respectively, of the related totals.  The other auditors' report
has been furnished to us, and our opinion, insofar as it relates to the amounts
included for such prior period, is based solely on the report of such other
auditors.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America.  Those standards require 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.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Mentor Capital
Consultants, Inc. (A Development Stage Enterprise) as of December 31, 2001 and
the results of its operations and cash flows for the year ended December 31,
2001 and the cumulative period March 13, 2000 (Inception) to December 31, 2001,
in conformity with accounting principles generally accepted in the United States
of America.

                                            /s/Gordon, Hughes & Banks, LLP

January 21, 2002
Greenwood Village, Colorado

                                       11

                         INDEPENDENT ACCOUNTANT'S REPORT

Board of Directors
Mentor Capital Consultants, Inc.

We have audited the accompanying balance sheet of Mentor Capital Consultants,
Inc. (a development stage enterprise) as of December 31, 2000 and the related
statements of operations, stockholders' equity and cash flows for the period
from March 13, 2000 (inception) to December 31, 2000.  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 audit.

We conducted our audit in accordance with the generally accepted auditing
standards.  Those standards require 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.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation,
we believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mentor Capital Consultants,
Inc. as of December 31, 2000 and the results of its operations and its cash
flows for the period from March 13, 2000 (inception) to December 31, 2000 in
conformity with generally accepted accounting principles.



/s/ Van Dorn & Bossi
Certified Public Accountants

Boulder, Colorado
January 10, 2001

                                       12

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                             CONSOLIDATED BALANCE SHEETS

                                         December 31, 2001     December 31, 2000
                                        ----------------------------------------
ASSETS

  Current assets
    Cash (Note 1)                           $   513,057             $   934,233
    Accounts receivable                           5,000                       -
    Prepaid expenses & other                      3,636                       -
                                        ----------------------------------------
      Total current assets                      521,693                 934,233

  Property and equipment (Note 1)
    Property and equipment                      133,216                 100,074
    Less accumulated depreciation               (30,167)                 (9,623)
                                        ----------------------------------------
      Property and equipment, net               103,049                  90,451

    Deposits                                      3,132                   2,000
                                        ----------------------------------------
      Total assets                          $   627,874             $ 1,026,684
                                        ========================================

LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities
    Accounts payable                        $    64,605             $         -
    Accrued expenses                             25,238                  29,259
                                        ----------------------------------------
      Total current liabilities                  89,843                  29,259

  Stockholders' equity (Notes 3 and 6)
    Preferred stock, $.0001 par
      value, 25,000,000 shares
      authorized, none issued and
      outstanding                                     -                       -

    Common stock, $.0001 par value,
      100,000,000 shares authorized,
      16,541,612 and 15,505,762 shares
      issued and outstanding at
      December 31, 2001 and 2000,
      respectively                                1,654                   1,551
    Additional paid-in capital                2,290,536               1,648,253
    (Deficit) accumulated during the
      development stage                      (1,754,159)               (652,379)
                                        ----------------------------------------
      Total stockholders' equity                538,031                 997,425
                                        ----------------------------------------
      Total liabilities and
        stockholders' equity                $   627,874             $ 1,026,684
                                        ========================================

     See accompanying summary of accounting policies and notes to financial
                                   statements

                                       13

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                        CONSOLIDATED STATEMENTS OF OPERATIONS

                               Cumulative                         Period from
                                 During                          March 13, 2000
                               Development     Year Ended        (Inception) to
                                  Stage     December 31, 2001  December 31, 2000
                              --------------------------------------------------
Revenue
  Consulting revenues          $     73,000    $    73,000       $            -

Operating expenses
  Cost of revenues                   64,222         64,222                    -
  Selling, general and
    administrative                1,751,298      1,107,136              644,162
  Depreciation                       30,167         20,544                9,623
                              --------------------------------------------------
Total operating
  expenses                        1,845,687      1,191,902              653,785
                              --------------------------------------------------
Income (loss) from
  operations                     (1,772,687)    (1,118,902)            (653,785)

Other income (expense), net
  Other income                        6,200              -                6,200
  Interest income
    (expense), net                   13,498         18,292               (4,794)
  Franchise tax                      (1,170)        (1,170)                   -
                              --------------------------------------------------
    Total other income
      (expense), net                 18,528         17,122                1,406
                              --------------------------------------------------

Net income (loss)              $ (1,754,159)   $(1,101,780)    $       (652,379)
                              ==================================================
Net income (loss) per
  share, basic and
  diluted                      $      (0.12)   $     (0.07)    $          (0.05)
                              ==================================================
Weighted average number
  of common shares
  outstanding, basic
  and diluted                    14,640,168     15,833,085           13,133,326
                              ==================================================

     See accompanying summary of accounting policies and notes to financial
                                   statements

                                       14

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

             Period from March 13, 2000 (Inception) to December 31, 2001

                                                       Accumulated
                                                        (Deficit)
                                           Additional   During the
                         Common Stock       Paid-in    Development
                       Shares    Amount   Capital       Stage         Total
                     -----------------------------------------------------------
Issuance of common
  stock on March 13,
  2000 (Inception)   11,682,500  $1,168  $   84,695   $         -    $   85,863

Issuance of common
  stock for cash
  during private
  placement from
  March 13, 2000
  to December 31,
  2000 (Note 6)       3,645,000     365   1,492,760             -     1,493,125

Issuance of common
  stock for services
  provided from
  March 13, 2000 to
  December 31, 2000
  (Note 6)              178,262      18      50,798             -        50,816

Issuance of stock
  options to
  non-employees for
  services provided
  from March 13,
  2000 to December
  31, 2000 (Note 3)           -       -      20,000             -        20,000

Net (loss) for the
  period from March
  13, 2000
  (inception) to
  December 31, 2000           -       -           -      (652,379)     (652,379)
                     -----------------------------------------------------------
Balances, December
  31, 2000           15,505,762   1,551   1,648,253      (652,379)      997,425

Issuance of common
  stock for cash
  during private
  placement from
  January to August,
  2001 at $0.50 and
  $0.25 per share,
  net of $33,238 in
  offering costs        675,250      68     229,194             -       229,262

Issuance of common
  stock for cash
  during public
  offering from
  September to
  December, 2001 at
  $2.00 per share,
  net of $227,159 in
  offering costs        292,700      29     314,812             -       314,841

Issuance of common
  stock for services
  provided from
  January to
  December, 2001 at
  $0.25, $0.50 and
  $2.00 per share
  (Note 6)               67,900       6      27,919             -        27,925

Issuance of stock
  options to
  non-employees for
  services provided
  from January, 2001
  to December, 2001
  (Note 3)                    -       -      59,408             -        59,408

Issuance of stock
  options to
  employees from
  January to
  December, 2001
  (Note 3)                    -       -      10,950             -        10,950

Net (loss)                    -       -           -    (1,101,780)   (1,101,780)
                     -----------------------------------------------------------
Balances, December
  31, 2001           16,541,612  $1,654  $2,290,536   $(1,754,159)   $  538,031
                     ===========================================================

     See accompanying summary of accounting policies and notes to financial
                                   statements

                                       15

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                              Cumulative                         Period from
                                During                          March 13, 2000
                              Development    Year Ended         (Inception) to
                                 Stage     December 31, 2001   December 31, 2000
                              --------------------------------------------------
Cash flows from operating
  activities:

  Net (loss)                  $(1,754,159)  $   (1,101,780)     $     (652,379)

  Adjustments to reconcile
    net (loss) to cash
    provided (used) by
    operations:
    Depreciation                   30,167           20,544               9,623
    Issuance of common stock
      and options for
      services                    158,148           87,333              70,815
    Issuance of employee
      stock options                10,950           10,950                   -

  Change in assets and
    liabilities:
    Accounts receivable            (5,000)          (5,000)                  -
    Other current assets           (3,636)          (3,636)                  -
    Accounts payable               64,605           64,605                   -
    Accrued expenses               25,238           (4,021)             29,259
    Deposits                       (3,132)          (1,132)             (2,000)
                              --------------------------------------------------
    Net cash (used) by
      operating activities    $(1,476,819)  $     (932,137)     $     (544,682)

Cash flows from investing
  activities:
  Purchases of property and
    equipment                    (133,216)         (33,142)           (100,074)
                              --------------------------------------------------
    Net cash (used) by
      investing activities       (133,216)         (33,142)           (100,074)

Cash flows from financing
  activities:
  Proceeds from issuance of
    common stock, net of
    offering costs              2,123,092          544,103           1,578,989
                              --------------------------------------------------
    Net cash provided by
      financing activities      2,123,092          544,103           1,578,989

  Net increase (decrease) in
    cash                      $   513,057   $     (421,176)     $      934,233

  Cash, beginning of period             -          934,233                   -
                              --------------------------------------------------
  Cash, end of period         $   513,057   $      513,057      $      934,233
                              ==================================================
Supplemental disclosure of
  non-cash investing and
  financing activities:

  Issuance of common stock
    and options for services  $   158,148   $       87,333      $       70,815
                              ==================================================
  Issuance of employee stock
    options at less than
    fair market value         $    10,950   $       10,950      $            -
                              ==================================================
  Interest paid               $     8,942   $          532      $        8,410
                              ==================================================

     See accompanying summary of accounting policies and notes to financial
                                   statements

                                       16

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                           NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of the Business and Summary of Significant Accounting
Policies

Description of the Business

Mentor Capital Consultants, Inc. ("the Company") was incorporated in the State
of Delaware on March 13, 2000.

The Company was organized to provide strategic business planning and marketing
consulting services to small and medium sized businesses, and through wholly
owned affiliates or business alliances, to provide specialized investment
banking, investment advisory and related services to its clients.

For the period March 13, 2000 (Inception) to December 31, 2001, the Company has
been in the development stage.  The Company's activities since inception have
consisted of developing the business plan, raising capital and initial business
plan implementation.

Significant Accounting Policies

Consolidated Financial Statements
The consolidated financial statements include the Company and its wholly owned
subsidiaries, IPO Management Group, Inc., IPO Marketing Group, Inc., IPO
Investor Services, Inc. and MCAP Investment Banking Services, Inc.  Significant
intercompany accounts and transactions, if any, have been eliminated.   The
subsidiaries are currently inactive and have had no operating activities for the
period since inception through December 31, 2001.

Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less to be cash and cash equivalents.

Property and equipment
Property and equipment are stated at cost.  Depreciation for financial
accounting purposes is computed using the straight-line method over the
estimated lives of the respective assets.  Furniture and equipment is
depreciated over 7 years, computer software is depreciated over 3 years, and
computer hardware is depreciated over 5 years.

Property and equipment consist of the following:


                                                      December 31
                                                2001               2000
                                            -------------------------------
Furniture and office equipment              $    77,248        $    59,955
Computer hardware                                50,363             39,150
Computer software                                 5,605                969
                                            -------------------------------
                                                133,216            100,074
Less: accumulated depreciation                  (30,167)            (9,623)
                                            -------------------------------
                                            $   103,049        $    90,451
                                            ===============================

Advertising
The Company expenses advertising costs as they are incurred. Advertising
expenses for 2001 and the period from March 13, 2000 (Inception) to December 31,
2000 totaled $52,915 and $23,201, respectively.

                                       17

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                           NOTES TO FINANCIAL STATEMENTS



Significant Accounting Policies (cont.)

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

Revenue Recognition
Revenues from consulting services are recognized at the time services are
rendered.  The amounts of such revenues are recorded based on the fair value of
the compensation received in exchange for the services.  To date, the Company
has contracted its services for payments in cash only.

Concentration of Credit Risk and Financial Instruments
Statement of Financial Accounting Standards ("SFAS") No. 105, "Disclosure of
Information About Financial Instruments with Off-Balance Sheet Risk and
Financial Instruments with Concentrations of Credit Risk", requires disclosure
of significant concentrations of credit risk regardless of the degree of such
risk.  Financial instruments with significant credit risk include cash.  The
Company transacts its business with two financial institutions.  The amount on
deposit with one of those financial institutions does exceed the $100,000
federally insured limit at December 31, 2001.  However, management believes that
the financial institution is financially sound and the risk is minimal.

Financial instruments consist of cash and cash equivalents, accounts receivable
and accounts payable.  The carrying values of all financial instruments
approximate fair value.

Software Development Costs
The costs incurred to develop computer software products to be sold or otherwise
marketed are charged to expense until technological feasibility of the product
has been established.  Once technological feasibility of related software
products has been established, computer software development costs will be
capitalized and reported at the lower of amortized cost or net realizable value.
When a product is ready for general release, its capitalized costs will be
amortized using the straight-line method of amortization over a reasonable
period.  During the year ended December 31, 2001 and the period from March 13,
2000 (Inception) to December 31, 2000, no software costs have been capitalized.

Stock Based Compensation
The Company follows Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB No. 25") in accounting for stock based
compensation.  Under APB No. 25, the Company recognizes no compensation expense
related to employee or director stock options unless options are granted with an
exercise price below fair value on the day of grant.  Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123") provides an alternative method of accounting for stock-based
compensation arrangements for employees and directors, based on fair value of
the stock-based compensation utilizing various assumptions regarding the
underlying attributes of the options and stock.  Stock, options or warrants
issued to consultants and outsiders are recorded at fair value under SFAS No.
123.  The Financial Accounting Standards Board encourages, but does not require,
entities to adopt the fair-value based method.  The Company will continue its
accounting under APB No. 25 for employees and directors but uses the
disclosure-only provisions of SFAS No. 123 for any options issued to employees
and directors.  See Note 3 for disclosure on those options issued for the
periods ended December 31, 2001 and 2000.

                                       18

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                           NOTES TO FINANCIAL STATEMENTS



Significant Accounting Policies (cont.)

Income taxes
The Company accounts for deferred income taxes in accordance with the liability
method as required by Statement of Financial accounting Standards ("SFAS")
No.109, "Accounting for Income Taxes."  Deferred income taxes are recognized for
the tax consequences in future years for differences between the tax basis of
assets and liabilities and their financial reporting amounts at the end of each
period, based on enacted laws and statutory rates applicable to the periods in
which the differences are expected to affect taxable income.  Valuation
allowances are established, when necessary, to reduce deferred tax assets and
liabilities.  Any liability for actual taxes to taxing authorities is recorded
as income tax liability.

Reclassifications
Certain prior year amounts have been reclassified to conform to current year
presentation.  The impact of these changes is not material and did not affect
net (loss).

Comprehensive Income
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" requires the presentation and disclosure of all changes in equity from
non-owner sources as "Comprehensive Income".  The Company had no items of
comprehensive income in the year ended December 31, 2001 or the period from
March 13, 2000 (Inception) to December 31, 2000.

Segments Of An Enterprise And Related Information
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") replaces the industry
segment approach under previously issued pronouncements with the management
approach.  The management approach designates the internal organization that is
used by management for allocating resources and assessing performance as the
source of the Company's reportable segments.  SFAS 131 also requires disclosures
about products and services, geographic areas and major customers.  At present,
the Company only operates in one segment.

Earnings (loss) per common share
Statement of Financial Accounting Standards No. 128, "Earnings Per Share,"
requires two presentations of earnings per share - "basic" and "diluted".  Basic
earnings or (loss) per common share is computed using the weighted average
number of shares of common stock outstanding during the period.  Diluted
earnings per common share is computed using the weighted average number of
shares of common stock outstanding, adjusted for the dilutive effect of
potential common shares consisting of common stock options and warrants and
contingently issuable shares of common stock.  Potential common shares
outstanding are calculated using the treasury stock method. As a result of the
Company's net loss, common stock equivalents have been excluded because their
effect would be anti-dilutive.

Recent accounting pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible
Assets".  SFAS 141 requires all business combinations initiated after June 30,
2001 to be accounted for under the purchase method.  For all business
combinations for which the date of acquisition is after June 30, 2001, SFAS No.
141 also establishes specific criteria for the recognition of intangible assets
separately from goodwill and requires unallocated negative goodwill to be
written off immediately as an extraordinary gain rather than deferred and
amortized.  SFAS No. 142 changes the accounting for goodwill and other
intangible assets after an

                                       19

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                           NOTES TO FINANCIAL STATEMENTS


Significant Accounting Policies (cont.)

Recent Accounting Pronouncements (cont.)
acquisition.  The most significant changes made by SFAS No. 142 are: 1) goodwill
and intangible assets with indefinite lives will no longer be amortized; 2)
goodwill and intangible assets with indefinite lives must be tested for
impairment at least annually; and 3) the amortization period for intangible
assets with finite lives will no longer be limited to forty years.  The Company
does not currently have any goodwill or intangible assets recorded nor has it
ever entered into a business combination and therefore, the Company does not
believe that the adoption of these statements will have a material effect on its
financial position, results of operations, or cash flows.

In June 2001, the FASB also approved for issuance SFAS No. 143, "Asset
Retirement Obligations."  SFAS No. 143 establishes accounting requirements for
retirement obligations associated with tangible long-lived assets, including (1)
the timing of the liability recognition, (2) initial measurement of the
liability, (3) allocation of assets retirement cost to expense, (4) subsequent
measurement of the liability, and (5) financial statement disclosure.  SFAS No.
143 requires that an asset retirement cost should be capitalized as part of the
cost of the related long-lived asset and subsequently allocated to expense using
a systematic and rational method.  The adoption of SFAS No. 143 is not expected
to have a material effect on the Company's financial position, results of
operations, or cash flows.

In August 2001, the FASB also approved SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 replaces SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of".  The new accounting model for long-lived assets to be
disposed of by sale applies to all long-lived assets, including discontinued
operations, and replaces the provisions of APB Opinion No. 30, "Reporting
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business", for the disposal of segments of a business.  SFAS No. 144 requires
that those long-lived assets be measured at the lower of carrying amount or fair
value less cost to sell, whether reported in continuing operations or in
discontinued operations.  Therefore, discontinued operations will no longer be
measured at net realizable value or include amounts for operating losses that
have not yet occurred.  SFAS No. 144 also broadens the reporting of discontinued
operations to include all components of an entity and that will be eliminated
from the ongoing operations of the entity in a disposal transaction.  The
provisions of SFAS No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001 and, generally, are to be applied
prospectively.  The adoption of SFAS No. 144 is not expected to have a material
effect on the Company's financial position, results of operations, or cash
flows.

Note 2 - Income Taxes
The Company did not record any provision for federal and state income taxes for
December 31, 2001 and December 31, 2000.  Variations from the federal statutory
rate are as follows:

                               Cumulative                         Period from
                                 During                          March 13, 2000
                               Development     Year Ended        (Inception) to
                                  Stage     December 31, 2001  December 31, 2000
                              --------------------------------------------------
Expected federal income tax
  benefit                     $(817,038)     $      (595,229)   $      (221,809)
  at statutory rate of 34%
Net operating loss
carryforward                    817,038              595,229            221,809
                              --------------------------------------------------
Net tax expense               $       -      $             -    $             -
                              --------------------------------------------------

                                       20

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                           NOTES TO FINANCIAL STATEMENTS


Note 2 - Income Taxes (cont.)

Deferred income tax assets result from federal and state operating loss
carryforwards in the amount of $1,523,887 and $581,600 plus timing difference
related to deductions for non-cash compensation and to other temporary
differences in the amounts of $162,799 and $63,987 at December 31, 2001 and
$70,816 and $0 at December 31, 2000, respectively.  The loss carryforwards
expire in 2020 and 2021 respectively.

Net deferred tax assets consist of the following as of December 31:

                                                       2001             2000
                                                   -----------------------------
Tax effect of net operating loss carryforwards      $   518,121     $   197,732
Tax effect of timing differences
  related to compensation expense                        55,352          24,077
Tax effect of other temporary differences                21,756               -
Less valuation allowance                               (595,229)       (221,809)
                                                   -----------------------------
Net deferred tax assets                             $         -     $         -
                                                   -----------------------------

In assessing the realizability of deferred tax assets, the Company considers
whether it is more likely than not that some or all of the deferred tax asset
will not be realized.  The Company believes that sufficient  uncertainty exists
regarding the realizability of the deferred tax assets such that valuation
allowances equal to the entire balance of the deferred tax assets are necessary.

Note 3 - Stock Options

In 2000, the Company's board of directors approved a Stock Option Plan (the
Plan) pursuant to which incentive stock options and nonqualified stock options
are reserved for issuance to eligible employees, consultants and directors of
the Company.  The Plan is administered by the Board of Directors, which has the
authority to select the individuals to whom awards are to be granted, the number
of shares of common stock to be covered by each award, the vesting schedule of
stock options, and all other terms and conditions of each award.

The Company has granted nonqualified stock options to purchase shares of common
stock to certain employees at exercise prices ranging from $.25 to $.50 per
share.

The Company has adopted the disclosure only provisions of Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS
No. 123").  Accordingly, the Company continues to account for options using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25
("APB No. 25").

                                       21

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                           NOTES TO FINANCIAL STATEMENTS



Note 3 - Stock Options (Cont.)

A summary of activity in the Plan is as follows:

                                                   Period from March 13, 2000
                              Year ended                  (Inception) to
                           December 31, 2001             December 31, 2000
                       --------------------------  -----------------------------
                                     Weighted                        Weighted
                        Number of    Average          Number of      Average
                         Options   Exercise Price      Options    Exercise Price
                       --------------------------  -----------------------------
Outstanding at
  beginning of period   115,058      $     0.32              -      $         -
Granted during year     127,824            0.39        115,058             0.32
Exercised during year         -               -              -                -
                       --------------------------  -----------------------------
Outstanding at end of
  period                242,882      $     0.36        115,058      $      0.32
                       ==========================  =============================
Exercisable at end of
  period                242,882      $     0.36        115,058      $      0.32
                       ==========================  =============================



As of December 31, 2001, outstanding options have weighted average contractual
lives remaining of approximately four years with an exercise price of $0.36 per
share.  Of those options outstanding at December 31, 2001, all are fully vested.

In 2001, the Company issued to two employees options that were at exercise
prices below the fair market value of the stock on the dates of grant.  In
accordance with APB No. 25 and utilizing the intrinsic valuation method
associated with APB No. 25, the Company has recorded $10,950 of compensation
expense related to these option grants.

If the Company had used the Fair Value based method of accounting for its stock
option plan, as prescribed by Statement of Financial Accounting Standards No.
123, compensation cost included in the net (loss) for the periods ended December
31, 2001 and 2000 would have increased by $28,081 and $21,910, respectively,
resulting in pro-forma net losses of ($1,129,861) and ($674,289), respectively,
or ($0.07) and ($0.05) per share, respectively.

For purposes of calculating fair value under FAS No. 123, the fair value of each
option grant, as opposed to its exercisable price, is estimated on the date of
grant using the Black-Scholes option-pricing model with the following weighted
average assumptions: no dividend yield, expected volatility of 141.60% and 0% as
of December 31, 2001 and 2000, respectively; risk free interest rates of 8% and
6% as of December 31, 2001 and  2000, respectively; and expected lives of 2
years.

In addition to stock options granted to employees, the Company granted options
to purchase common stock to certain consultants at the price at which stock was
being sold to new investors at the time of grant.  The compensation cost of
these options, measured by the fair value of the options provided in lieu of
cash has been included in selling, general and administrative expense.     The
assumptions utilized to value employee options in accordance with the disclosure
requirements of SFAS No. 123 were also used to value the options issued to the
consultants.  For the year ended December 31, 2001 and the period from March 13,
2000 (Inception) to December 31, 2000, the Company has recognized consulting
expense related to the non-employee options of $59,408 and $20,000,
respectively.

                                       22

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                           NOTES TO FINANCIAL STATEMENTS



Note 3 - Stock Options (Cont.)

Following is a reconciliation of transactions during the period for options
granted to consultants:

                                                     Period from March 13, 2000
                              Year ended                    (Inception) to
                           December 31, 2001               December 31, 2000
                         ------------------------  -----------------------------
                                        Average                       Average
                         Number of      Exercise      Number of       Exercise
                          Options        Price         Options         Price
                         ---------     ----------    -----------    ------------
Outstanding at the
  beginning of the
  period                   80,000        $  0.25              -         $     -

Granted during the
  period                  164,503           0.41         80,000            0.25
Exercised during the
  period                        -              -              -               -
                         ---------     ----------    -----------    ------------
Outstanding at the end
  of the period           244,503        $  0.36         80,000         $  0.25
                         =========     ==========    ===========    ============
Exercisable at end of
  period                  244,503        $  0.36         80,000         $  0.25
                         =========     ==========    ===========    ============


Outstanding non-employee options have a weighted average contractual life
remaining of approximately four years with an exercise price of $0.36 per share.
Of those consultant options outstanding at December 31, 2001, all are fully
vested.

Note 4 - Related Party Transactions
At the inception of the Company, the primary stockholder sold certain assets,
consisting primarily of furniture, computers and software to the Company for
$55,000.  The value of the assets was estimated to be approximately fair value;
the Board of Directors approved the transaction; the primary stockholder
abstained from voting.  During 2001, the Company paid legal fees to a director
in the amount of $39,700  In addition, during 2001, the Company retained several
consultants who received common stock and fees for services provided totaling
$46,100.

Note 5 - Operating Leases
The Company leases certain facilities and office space under non-cancelable
operating lease agreements.  Rent expense for the year ended December 31, 2001
and the period from March 13, 2000 (Inception) to December 31, 2000 was
approximately $59,266 and $29,707, respectively.

Future minimum rental commitments for the operating leases are as follows:

                YEAR
                2002                     $ 52,332
                2003                       34,888
                                        ----------
                Total lease payments     $ 87,220
                                        ==========

                                       23

                          MENTOR CAPITAL CONSULTANTS, INC.
                          (A DEVELOPMENT STAGE ENTERPRISE)
                           NOTES TO FINANCIAL STATEMENTS



Note 6 - Shareholders' Equity

During the period from March 13, 2000 (Inception) to December 31, 2000, the
Company issued a private placement memorandum under Regulation D, Rule 504 of
the Securities and Exchange Act of 1933, as amended, for the purpose of raising
capital for administrative costs, marketing costs, capital expenditures and for
the establishment of a cash reserve.  Pursuant to the private placement, the
Company sold 1,279,500 shares at $0.25 per share and 2,365,500 shares at $0.50
per share.

The Company also issued 178,262 shares at $0.25 and $0.50 per share to
consultants for services provided in the period from March 13, 2000 (Inception)
to December 31, 2000.

During the year ended December 31, 2001, the Company continued its private
placement offering initiated in 2000 and issued common stock to new investors at
$.25 per share for 300,250 shares, and at $.50 per share for 375,000 shares.
Offering costs of $33,238 were incurred and recorded as an offset against the
proceeds from the private placement offering in the year ended December 31,
2001.

Through a public offering in 2001, the Company issued common stock to new
investors at $2.00 per share for 292,700 shares. The commons stock was offered
in units.  Each unit was comprised of two shares of common stock and two
warrants to purchase additional shares of common stock.  Each warrant is
exercisable to purchase a share of common stock at prices of  $3.00 and $4.00
per share, respectively.   A total of 292,700 warrants were issued in
conjunction with the public offering.  As of December 31, 2001, all of the
warrants remain outstanding.  The warrants are exercisable over a period not to
exceed 18 months commencing six months from the effective date of the initial
registration statement, which was July 5, 2001.  The Company, at its option, may
redeem the warrants at a price of $0.01 per warrant at any time during the
exercise period if the stock price, as traded on a national securities exchange,
equals or exceeds $5.00 per share for a period of 20 consecutive days.    No
assignment of fair value was assigned to the warrants issued but any future
exercises will dilute the holdings of current and future shareholders.
Offering costs of $227,159 were incurred and recorded as an offset against the
proceeds from the public offering in the year ended December 31, 2001.

The Company also issued 67,900 shares at $.25, $0.50 and $2.00 per share to
consultants for services provided.  These shares were valued based on the price
at which shares were being issued at the time services were rendered.

The Company's Articles of Incorporation authorize the issuance of 25,000,000
shares of preferred stock with $.0001 par value.  The preferred stock may be
issued from time to time with such designation, rights, preferences and
limitations as the Board of Directors may determine by resolution.  As of
December 31, 2001 and December 31, 2000, no shares of preferred stock have been
issued.

                                       24

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

The Company filed a report on Form 8-K for December 20, 2001, reflecting the
change in its principal accountants that took place as of that date.  As of
December 20, 2001, the Company's principal accountants, Van Dorn & Bossi,
Boulder, CO resigned and were replaced by Gordon, Hughes & Banks to replace Van
Dorn & Bossi as the Company's principal accountants.

As set forth in its letter which accompanied the Company's Form 8-K, described
above, Van Dorn & Bossi confirmed that, during Mentor Capital Consultant's two
most recent fiscal years and any subsequent interim period preceding Van Dorn &
Bossi's resignation, there were no disagreements between the Company and Van
Dorn & Bossi on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if unresolved,
would have caused Van Dorn & Bossi to make reference to the subject matter of
such disagreement in any report issued by them.

 PART III

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

Director Compensation

All authorized out-of-pocket expenses incurred by a Director on behalf of the
Company shall be reimbursed upon receipt by the Company of appropriate
supporting documentation of such expenses. At the present time, Directors do not
receive any compensation for their services as Directors.

Appointment of Directors and Executive Officers

The Directors and Executive Officers of the Company are appointed annually at
the first meeting of the Company's Board of Directors. Directors serve two-year
terms and are able to serve consecutive terms. Each executive officer shall hold
office until his successor is duly elected, until his resignation, or until he
shall be removed in the manner provided by the Company's By-laws.

As of December 31, 2001, the names, ages, and positions of the Directors and
Executive Officers of the Company were as follows:


Name                  Age   Position(s)

Michael Bissonnette    53   Chief Executive Officer, President, Treasurer
                            and Director
Jerry L. Gutterman     59   Chief Financial Officer
John K. Thompson       40   Vice President
Elizabeth B. Lane      42   Secretary and Director
Richard A. Kranitz     57   Director

Family Relationships

There are no family relationships among our Board of Directors, Officers, or
employees

Involvement in Certain Legal Proceedings

None of our directors or executive officers or control persons has been
involved, during the past five (5) years in any of the events set forth in Reg.
Section 228.401 (Item 401) (d) (1)-(4).

                                       25

Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Act of 1934 requires the Company's directors,
executive officers, and persons who beneficially own more than 10% of a
registered class of the Company's equity securities (referred to as "reporting
persons"), to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities. Reporting persons are required by Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, all Section 16(a) filing requirements applicable to its
directors, executive officers, and beneficial owners holding more than 10% of a
registered class of the Company's equity securities have been satisfied.


Item 10. Executive Compensation

Our Board of Directors has adopted the 2000 and 2001 Non-Qualified Stock Option
Plans.


Summary Compensation Table:

                                     Annual       Other           Total
Name and Principal Position   Year   Salary    Compensation   Compensation
---------------------------   ----  --------   ------------   ------------
Michael Bissonnette           2000  $ 77,083    $        0     $   77,083
President & CEO               2001  $150,000    $        0     $  150,000

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of the date hereof, based on
information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by each person known by us to own
beneficially 5% or more of the Common Stock.  All shares are held beneficially
and of record, and, to the best knowledge of the Company, each listed
shareholder has sole voting and investment power.

Security Ownership of Certain Beneficial Owners

Name and Address
Of Beneficial Owner        Number of Shares(1)  Title of Class  Percent of Class
----------------------     -------------------  --------------  ----------------
W. Michael Bissonnette          7,622,250           Common           46.1%
4940 Pearl East Circle #104
Boulder, CO  80301

Diane A. Paoli                  1,250,000           Common            7.6%
202 State Street A
Santa Barbara, CA

  (1) The number of shares of common stock "beneficially owned" as determined
      under the rules of the Securities and Exchange Commission, including any
      shares of Common Stock as to which a person has sole or shared voting or
      investment power and any shares of Common Stock which the person has the
      right to acquire within 60 days through the exercise of any option,
      warrant, or right.

                                       26

(a) Securities Ownership of Management

Name                    Number of Shares (1)   Title of Class   Percent of Class
----                    --------------------   --------------   ----------------
W. Michael Bissonnette       7,622,250              Common           46.1%

Richard A. Kranitz             120,000              Common            0.7%

John K. Thompson               100,000              Common            0.6%

Elizabeth B. Lane               74,925              Common            0.5%

  (1) The number of shares of common stock owned are those "beneficially owned"
      as determined under the rules of the Securities and Exchange Commission,
      including any shares of Common Stock as to which a person has sole or
      shared voting or investment power and any shares of Common Stock which the
      person has the right to acquire within 60 days through the exercise of any
      option, warrant, or right.  All shares are held beneficially and of
      record, and, to the best knowledge of the Company, each listed shareholder
      has sole voting and investment power.
  (2) The address of the persons listed above is 4940 Pearl East Circle, Suite
      104, Boulder CO  80301.

(b) Involvement in Certain Legal Proceedings

None of our management is involved in any type of legal proceedings.

Item 12. Certain Relationships and Related Transactions

At the inception of the Company, Michael Bissonnette, the President and a
director of the Company, sold certain assets, consisting primarily of furniture,
computers and software to the Company for $55,000.  The value of the assets was
estimated to be approximately fair value; the Board of Directors approved the
transaction, with Mr. Bissonnette abstaining from the vote.  During 2001, the
Company paid legal fees in the amount of $39,700 to Kranitz & Philipp; Richard
A. Kranitz, a director of the Company, is a partner in Kranitz & Philipp  In
addition, during 2001, the Company retained several consultants who received
common stock and fees for services provided totaling $46,100.

Item 13. Exhibits and Reports in Form 8-K

(a) Index To Exhibits

Exhibit Number   Description
--------------   -----------
     3.1         Articles of Incorporation of Mentor Capital Consultants, Inc. *
     3.2         By-Laws of Mentor Capital Consultants, Inc. *
     3.3         Certificate of Amendment to Articles of Incorporation of Mentor
                 Capital Consultants, Inc.*
    10.1         Escrow Agreement, between Mentor Capital Consultants, Inc. and
                 Grafton State Bank*
    10.2         $3.00 Warrant Agreement, between Mentor Capital Consultants,
                 Inc. and Grafton State Bank*
    10.3         $4.00 Warrant Agreement, between Mentor Capital Consultants,
                 Inc. and Grafton State Bank*
    10.4         Lease Agreement, between Mentor Capital Consultants, Inc. and
                 Four Pearl Partnership, Ltd., LLLP*
    16.1         Letter of Van Dorn & Bossi, as to change in accountants*
    16.2         Letter of Gordon, Hughes & Banks, LLP., as to change in
                 accountants*

  * Incorporated by reference to the registration statement of Mentor Capital
    Consultants, Inc. on Form SB-2 (File No. 333-58844).

                                       27

(b) Reports on Form 8-K

The Company filed a report on Form 8-K for December 20, 2001, reflecting the
change in its principal accountants that took place as of that date.  As of
December 20, 2001, the Company's principal accountants, Van Dorn & Bossi,
Boulder, CO resigned and were replaced by Gordon, Hughes & Banks to replace Van
Dorn & Bossi as the Company's principal accountants.

As set forth in its letter which accompanied the Company's Form 8-K, described
above, Van Dorn & Bossi confirmed that, during Mentor Capital Consultant's two
most recent fiscal years and any subsequent interim period preceding Van Dorn &
Bossi's resignation, there were no disagreements between the Company and Van
Dorn & Bossi on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if unresolved,
would have caused Van Dorn & Bossi to make reference to the subject matter of
such disagreement in any report issued by them.


SIGNATURES

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


                                          Mentor Capital Consultants, Inc.

        Dated:  March 26, 2002            By:  /s/ W. Michael Bissonnette
                                              -------------------------------
                                               Michael Bissonnette, President
                                               (Principal Executive Officer)


        Dated:  March 26, 2002            By:  /s/ Jerry L. Gutterman
                                              -------------------------------
                                               Jerry L. Gutterman, Treasurer
                                               (Principal Financial and
                                                Accounting Officer)


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



        Dated:  March 26, 2002            By:  /s/ W. Michael Bissonnette
                                              -------------------------------
                                               Michael Bissonnette, Director


        Dated:  March 26, 2002            By:  /s/ Elizabeth B. Lane
                                              -------------------------------
                                               Elizabeth B. Lane, Director


        Dated:  March 26, 2002            By:  /s/ Richard A. Kranitz
                                              -------------------------------
                                               Richard A. Kranitz, Director

                                       28