UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

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

      For the fiscal year ended November 30, 2001

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

      For the transition  period from  _______________________  to _____________

      Commission file number ________________________________

                             Superior Networks, Inc.
                             -----------------------
                 (Name of small business issuer in its charter)

          Nevada                                                  98-0339543
          ------                                                  ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                ROBERT W. ROSNER
                       1281 West Georgia Street, Suite 501
                           Vancouver, British Columbia
                                 Canada V6E 3J7
                                -----------------
                    (Address of principal executive offices)

Issuer's telephone number: (604) 484-2899

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

    Title of each class               Name of each exchange on which registered
    -------------------               -----------------------------------------
            N/A                                      N/A

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

                         Common Stock, par value $0.001
                         ------------------------------
                                (Title of class)

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<PAGE>

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

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

State    issuer's    revenues    for    its    most    recent    fiscal    year.
$0
--

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

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

The  aggregate  market  value of the common  equity  held by  non-affiliates  is
estimated  to be  US$10,227,000  based on the average bid and asked price of the
common equity of US$1.40 on March 15, 2002.  The number of common equity held by
non-affiliates  is estimated to be 7,305,000  (post-stock  split  figures) after
subtracting  the number of common  equity  (15,000,000)  held by Robert  Rosner,
President, Secretary and sole Director of Superior Networks, Inc.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  22,305,000 common shares outstanding
as of March 14, 2002.
                                     PART I

Item 1. Description of Business.

Introduction

Superior Networks,  Inc. ("Superior Networks" or the "Company") was incorporated
on May 24, 2000 under the laws of Nevada,  for the purpose of providing  various
training programs via the Internet.  By providing  training programs through the
medium of the Internet,  Superior  Networks  hopes to develop a  demographically
desirable  online consumer base. In addition to training program fees charged by
Superior  Networks,  we expect to be able to  economically  exploit the consumer
base through product sales  corresponding to the demographic  characteristics of
the consumer  base.  The Company is a development  stage company and none of its
planned principal operations have commenced.

On March 4, 2002, Robert Rosner agreed to acquire 5,000,000 common shares of the
Company  (representing  approximately  67.2% of the  outstanding  shares  of our
common  stock) from Randy  White,  then  President  and director of the Company,
pursuant to a stock purchase  agreement (the "Stock Purchase  Agreement") for an

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aggregate purchase price of $50,000.  The purchase of the shares of common stock
by Robert Rosner from Randy White was a private transaction that has resulted in
a change of  control  of the  Company.  As  contemplated  by the Stock  Purchase
Agreement,  Randy White, Mark McLean and Renotcka Rzepczyk resigned as directors
of the Company,  Randy White  resigned as President and Mark McLean  resigned as
Secretary. Robert Rosner is currently President,  Secretary and sole director of
the Company.

The  Company  announced  on  February  4, 2002 that it has  executed a letter of
intent for the  acquisition of all of the  outstanding  common shares of Gestion
Des  Infrastructures  Pour L'Entretien GIE Technologies Inc., a Canadian federal
corporation ("GIE  Technologies").  The letter of intent has been signed between
the  Company  and  the  common   shareholders  of  GIE  Technologies  (the  "GIE
Shareholders"). The Company anticipates issuing a number of shares of its common
stock to the GIE Shareholders such that the GIE Shareholders will own 76% of the
Company's  issued  and  outstanding  shares of common  stock on  closing  of the
acquisition.

The Company  currently  plans to pursue the execution of a definitive  agreement
for the acquisition of GIE  Technologies and to complete this acquisition once a
definitive agreement has been executed.  There is no assurance that a definitive
acquisition agreement will be executed or that the acquisition will be completed
even if an acquisition agreement is executed.  The Company also plans to seek to
raise  additional  equity  capital in  connection  with the  acquisition  of GIE
Technologies.  There is no  assurance  that the Company  will be  successful  in
raising any additional capital. In connection with this planned transaction, new
officers and members to the board of directors of the Company may be appointed.

The Concept

In addition to seeking  potential  businesses  for  acquisition,  the  Company's
current   operating  plan  includes   handling   administrative   and  reporting
requirements  of a public company and continuing  development of its website and
course offerings.

For some types of training,  the Internet offers a cost-effective and convenient
alternative to  traditional  learning  environments.  The speed with which these
possibilities have opened up has meant that traditional and even  Internet-based
training companies have not yet visualized many of the niches within this market
space. By selecting training  applications in which we can be among the first to
market,  Superior  Networks has the opportunity to establish itself as a leading
provider of web-based niche training programs.

Each training  program topic will be calculated to create a tightly  focused web
audience having demographics  desirable for creating additional revenue streams.
The  initial   demographic   group   targeted   generally  is  the  elderly  and
specifically,  the  elderly  who have an interest  in  improving  their  driving
record.  The courses are  designed to bring  potential  consumers to the web and
provide them with an extended,  positive experience in cyberspace.  During their
repeated and extended  visits to the web for purposes of completing a particular
course, the consumer will be offered products at the training web-site location,
desirable  to  the  demographic  consumer  group  created  by  registrants  in a
particular course. Companies affiliated with Superior Networks can then target a
particular group with  advertising at an applicable  course website for products
desirable to that group. Superior Networks will then participate with affiliated
companies in revenues from products sold.

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<PAGE>

The effectiveness of our web sites for revenue  generating  purposes will depend
in part upon the number of visits a student  makes to the web site for  purposes
of  completing  a course and the  length of those  visits.  The driver  training
course can be completed in one visit  depending  upon the attention  span of the
individual  taking the course.  The length of time  necessary  to  complete  the
course also varies with the  individual.  Since there are no  additional  course
offerings  at this time,  we cannot  predict  the time it will take our users to
complete future courses. Our experience with our initial drivers training course
may determine to a great extent  whether  future  courses will tend to be longer
and more complex or shorter and simpler while  retaining  value as a vehicle for
training and teaching.

Superior  Networks  will also  attempt to  negotiate  contracts by which it will
receive revenue each time a link on our website is used to connect our site user
to the website of an affiliated company.  Our initial affiliated  companies will
be  companies  offering  products  attractive  to the elderly  who have  driving
concerns such as auto insurance targeted to the elderly.  We also hope to create
client  satisfaction  to the extent  they will  return to our  website for other
services on an ongoing basis.

Revenue Streams

Training Courses
----------------

We believe the  economic  potential  of Superior  Networks  will be maximized by
focusing on revenues  generated  indirectly  through product sales by affiliated
companies  to  training  program  participants.   Accordingly,   growth  of  the
participant  base is key to the  success of  Superior  Networks.  We do not want
course tuition to limit the appeal of a course to potential participants.  It is
our present intention that course offerings will generate  supplemental revenues
of $5.00 per participant  per course.  Once we have entered into revenue sharing
agreements with key affiliates such as automobile  insurance  companies and made
arrangements  for  our  courses  to  be  certified  with  provincial  and  state
automobile licensing divisions, we will begin charging a fee for our courses.

Affiliated Company Products and Advertising
-------------------------------------------

Superior  Networks  will provide  affiliated  companies  with access to Superior
Networks' course  participant  base through on-line  promotions and links at the
various  course  websites.  Superior  Networks'  courses will create  compelling
selling opportunities.  For example, Superior Networks' driving course certified
to help  rehabilitate a poor driving record could provide a link to an insurance
company site that offers insurance to poor drivers.  An affiliated  company will
compensate Superior Networks through fee and commission arrangements when course
participants  respond  to  on-line  advertising  by  linking  to the  affiliated
company's  website or by purchasing  its product.  Our website will also provide
banner and other advertising which will vary by application.  To date,  however,
we have not as yet entered into any agreements with insurance companies or other
affiliated  companies  whereby they compensate  Superior Networks through fee or
commission arrangements.

                                       4
<PAGE>

Data Products
-------------

The training  process has the  potential to generate  useful  information  about
course  participants  derived  from  demographic,   consumer   preference,   and
state-of-knowledge data. While Superior Networks will adhere to strict standards
of confidentiality in handling sensitive course information, we will nonetheless
use  state-of-the-art  data  management  techniques  to capture  and package the
maximum amount of marketable data. For example, in safety related courses,  this
might  include  statistics  on areas in which  safety  knowledge is weakest that
would be of value to insurers.  So far, we have not entered into any  agreements
for the sale of data nor have we determined that we will do so. The sale of data
has been identified as a potential  revenue source and will be considered in the
future once we have built up a significant database from our websites.

Products

Initial Product
---------------

Superior  Networks'  initial product is a comprehensive  driver training program
targeted at senior  citizens  interested in acquiring  discounts  from insurance
companies  and in improving  their  driving  ability.  The program is focused on
individuals requiring brush-ups,  those requiring training in new vehicle types,
and those wishing to upgrade their driving status based on accident history.

Superior  Networks  recognizes that the driver  training  industry is fragmented
within the various states and that training seniors is not a specialty of any of
the training  schools with the exception of the American  Association of Retired
Persons (AARP).  The AARP has devised a driver training  program for seniors and
have lobbied for insurance  discounts for seniors who take a driver  improvement
course.

This program is an example of on-line technology  designed  specifically for the
needs of seniors,  offering similar training programs to those provided by AARP,
but in the  comfort  and  with the  convenience  of the  senior's  home or other
private  location such as a driving  school.  The website will offer written and
graphic  instruction,  video  presentations,  testing,  and other  approaches to
learning  geared  to  adult  learning.  The  material  will  be  presented  in a
user-friendly  fashion  that the  participant  can  return to at any time and as
often as he or she requires.

This program is targeted at the  automobile  driving  elderly in North  America.
Some users of the program may be non-seniors.  However, at this time we will not
devote any of our marketing efforts at non- seniors.

Future Products
---------------

Young Adult  Training.  We plan on developing a training  application  providing
young adults with a menu of free courses that provide  instruction about setting
up bank accounts,  obtaining credit,  renting property,  and managing  household
affairs. The training content of this program presents the opportunity to create

                                       5
<PAGE>

particularly  strong  ties to consumer  purchases.  To take  advantage  of this,
Superior Networks plans to create strategic  alliances with one or more firms in
each of the following areas:

* Credit card issuers;
* Banks;
* Telephone and paging services;
* Home furnishing retailing;
* Insurance  (auto,  health,  household,  life);  and
* Automobile  sales  and servicing.

The  business  of each of the  service or product  providers  in the  categories
listed above is unique to the industry of the  provider.  A strategic  alliance,
including compensation  arrangements with a particular business will be specific
to the applicable  industry and will be dependent upon negotiations and the type
and the extent of the alliance.  We anticipate  that  compensation  arrangements
will take the form of percentage  based  commissions  and flat fees for making a
referral.  We have had discussions with possible  alliances but have not entered
into any  agreements.  Once we ally ourselves with state and provincial  driving
regulators  in  furtherance  of our  driving  program for the  elderly,  we will
commence further negotiations with strategic alliances.

The young adult training  program is still in the initial  planning  stages.  We
will not focus on developing this application until our initial drivers training
program  is  developed.  At this  time we do not  have a target  date for  being
operational on this particular website.

Equipment  Rental Made Easy.  Equipment  Rental Made Easy will offer  courses on
safety and operation for consumers who rent power equipment, such as chain saws,
floor  sanders,  and carpet  cleaning  equipment.  We will sell  access to these
courses  to  equipment   rental   companies   thereby   making  it  primarily  a
business-to-business  application. The equipment rental companies will then have
access to the courses as a resource  they can pass along to a client at the time
the client rents a piece of equipment for which a course would be important.  We
have not started  development of the equipment  rental made easy website at this
time and do not as yet have a target date of when it will be operational.

Other Applications. Other applications we intend to develop include:

* New Moms;
* Simple Etiquette;
* Sexual Harassment;
* Boating Safety; and
* Insurance.

None of these  applications are under  development at the present time and we do
not have target dates at which they will be operational.  They are  applications
we intend to explore in the future once we have found  success  with our initial
product  development.  As each new course is developed and made available to the
public, we intend to charge a $5.00 fee per participant per course.

                                       6
<PAGE>

The Market

As usage of the Internet continues to grow, it becomes increasingly  accepted as
a  primary  communications  medium  for  consumers.  This  trend  will  fuel the
long-term growth of the potential  audience for the kinds of web-based  services
offered by Superior Networks.

The Internet has dramatically  changed the way that millions of people worldwide
share  information,  communicate  and conduct  business.  According  to Computer
Industry  Almanac Inc. there were over 400 million  Internet users  worldwide at
year-end 2000-up from less than 200 million Internet users at year-end 1998. The
U.S. had over 134 million  Internet users or nearly 33% of the total at year-end
2000.  Forrester Research estimates that e-commerce in the United States totaled
$488  billion in the year 2000.  It further  estimates  that  e-commerce  in the
United States will be $3.189  trillion in the year 2004. The  availability  of a
broad range of content and the  acceptance  of  electronic  commerce  has driven
rapid  Internet  adoption by businesses and consumers  alike,  which has in turn
stimulated the proliferation of additional content and electronic commerce.

The Internet has become an accepted medium for the delivery of training devices.
Businesses use the Internet as a distribution channel for providing  instruction
to employees.  For example,  a business may post a sales training  course to its
website for access by its personnel.  Another major source of web-based training
is  the  "how  to"  sites.   Companies  such  as  EHow.com  and  How2.com  offer
instructional  assistance  for consumers on a wide range of topics.  At present,
however, there are few barriers to entry into web-based training in general. The
fragmented  market and short history mean there is little brand  recognition  or
loyalty.  As mentioned above,  Superior Networks expects to generate the bulk of
its  revenue  indirectly  from the  products  sold by  affiliated  companies  in
e-commerce.

Marketing to the Market

There are two main  marketing  strategies  that  Superior  Networks  will use to
develop sales: online advertising; and offline advertising.

This convergence of traditional and electronic versions of marketing will ensure
the  successful  penetration  of the target  market.  The  electronic  marketing
campaign  will use banner  ads,  contests,  e-mail  newsletters,  button ads and
links, strategic relationships with portals, interactive website technology, and
affiliate programs all for the purpose of focusing on:

* Developing target market awareness of the site;
* Driving traffic to the site;
* Building the profile of the site;
* Establishing a high level of confidence in the site;
* Reinforcing the use of the site; and
* Assisting  communications  between the customer base and affiliated  merchants
  marketing  products at the site.

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The traditional areas of marketing for the initial product of the driving course
for seniors will focus on:

* Senior publications;
* Driving publications;
* Television ads;
* Trade shows;
* Public  relations;
* Direct mail; and
* Newspaper ads.

Superior  Networks  will  undertake  a specific  marketing  plan for each of its
applications to capture  significant market share that will assist in developing
a brand name that can be trusted in the virtual community.

Our initial marketing efforts will be focused on obtaining the goodwill of those
businesses  and  associations  that we desire to obtain  affiliations  with. For
Superior  Networks,  an  affiliation  is a business  relationship  with  another
company  that  will  be to the  financial  benefit  of both  companies.  We seek
affiliations in several areas.

First, we are seeking entities that would benefit from  advertising  products or
services  at our web  site.  An  affiliation  with  such a  company  would  be a
contractual  arrangement  wherein  Superior  Networks  would  either  receive  a
commission  on all sales  generated by the Superior  Networks' web site or would
receive a flat advertising fee for the banner or other form of advertising.

Second,  we are seeking  entities  that which host an  Internet  site that would
benefit by being linked to our site. In this instance, an affiliate relationship
would  require  payment to Superior  Networks  for each site visit  initiated by
entering through a link at our site.

Third, we are seeking relationships with governmental and regulatory agencies.

Specifically  at this time, we seek  recognition  of our driving course by state
and provincial motor vehicle departments.  The agencies will benefit from having
a convenient  source of driver  education  instruction.  Superior  Networks will
benefit  from the  referrals  the agencies  would give to the Superior  Networks
driving course.

Our marketing  activities to create the affiliations have been limited to verbal
communications. There is no affiliation that has been reduced to writing or to a
legal  obligation  on any part.  To date, we have not marketed our website other
than by word of mouth.

Competition

Superior Networks will face potential competition from several sources:

*  Traditional training firms, such as Sylvan Learning Centers, which may decide
to enter the world of cyber-learning;

* "How to" websites, which may begin to target specific markets;

* Specialized  off-line training programs,  which may directly compete with some
Superior Networks offerings.

At the present time we believe each type of  competitor  presents only a partial
potential  overlap with Superior  Networks.  For example,  traditional  training
firms and  specialized  off-line  training  programs  are not web  based.  Where
Superior  Networks  offers course  material via the convenience of the Internet,

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competition with these companies is indirect. "How to" websites such as eHow.com
are web based.  However, they do not compete directly with Superior Networks for
two  reasons.  First,  "how to" sites  publish  general  information  on a great
variety  of topics.  They  attract  the  general  traffic  on the web.  Superior
Networks courses will each be marketed to a very specific demographic. They will
segment the consumer  market.  Businesses  who wish to sell to the narrow market
created  will obtain  greater  value for their  advertising  dollar  through our
network.

Second,  "how to" sites are  analogous to  purchasing  an  encyclopedia  full of
general information. Superior Networks' courses are analogous to specific course
training which bestows specific  benefits once the material has been learned and
the test taken.

In  addition,  it is our  plan to  implement  applications  in  which  potential
competitors  have not yet established a web-based  product.  We are not aware of
any training companies  developing and operating the types of niche applications
planned for our training programs.

Compliance with Government  Regulation

Due to the increasing  popularity and use of the Internet, it is possible that a
number of laws and  regulations  may be adopted  with  respect  to the  Internet
generally,  covering issues such as user privacy,  pricing,  and characteristics
and quality of products and services.  Similarly,  the growth and development of
the market for Internet  commerce may prompt calls for more  stringent  consumer
protection laws that may impose additional burdens on those companies conducting
business over the  Internet.  The adoption of any such laws or  regulations  may
decrease the growth of commerce  over the  Internet,  increase our cost of doing
business or otherwise have a harmful effect on our business.

To date,  governmental  regulations  have not  materially  restricted the use or
expansion of the Internet.  However,  the legal and regulatory  environment that
pertains to the Internet is uncertain and may change.  New and existing laws may
cover issues that include:

* Sales and other taxes;
* User privacy;
* Pricing controls;
* Characteristics and quality  of  products  and  services;
* Consumer  protection;
* Cross-border commerce;
* Libel  and   defamation;
* Copyright,   trademark  and  patent infringement;  and
* Other  claims  based on the nature and  content of Internet materials.

These new laws may  impact  our  ability to market  our  products  and  services
offered on our web site in accordance with our business plans.

We plan to offer driver  training  programs in each  Canadian  province and each
U.S. state.  The curriculum  offered in each province and state will be specific
to the laws and regulations of the applicable  jurisdiction.  Each course on the
course  menu will have an  appropriate  designation  indicating  which  state or
province  that  course has been  prepared  for.  The student can then select the

                                       9
<PAGE>

course  suitable to his or her needs.  For  example,  if a person is moving from
Canada to the United  States,  they can select the course for the state in which
they intend to reside.  If a student  needs to  rehabilitate  his or her driving
record in their own state or province,  they will select the course offering for
their resident  state or province.  Tailoring the coursework in this manner will
take  time but will not be cost  prohibitive  since  the  driving  laws in North
America are uniform for the most part.

We may have to qualify to do business in other  jurisdictions.  If we make sales
of our products or services,  we anticipate that sales and our customers will be
in multiple  states and foreign  countries.  As our customers may reside in such
states and foreign countries,  such jurisdictions may claim that we are required
to qualify to do  business  as a foreign  company in each such state and foreign
country.  Failure  to  qualify  as a foreign  company  in a  jurisdiction  where
required to do so could subject us to taxes and penalties.

We are not  aware of any  environmental  laws  that  will be  applicable  to the
operation of our business.

Employees

We have no employees  other than our officer and director as of the date of this
report.

Research and  Development  Expenditures

Since  inception,   we  have  incurred   approximately  $4,807  in  research  or
development expenditures for the development of our website.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark. There is
little or no  necessity  to have  patented  technology  in order to  disseminate
training  materials  over the  Internet.  This fact  makes it  easier  for us to
implement our business  model.  It also increases the ease with which  potential
competition can enter our industry.

Item 2. Description of Property.

We do not lease or own any real  property.  The location of the business is 1281
West Georgia Street, Suite 501, Vancouver, British Columbia, Canada V6E 3J7.

Item 3. Legal  Proceedings.

We are not currently a party to any legal proceedings.  Superior Networks' agent
for service of process in Nevada is Michael A. Cane,  2300 West  Sahara  Avenue,
Suite 500, Box 18, Las Vegas, Nevada 89102.

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

No matter was submitted  during the fiscal year covered by this report to a vote
of security holders, through the solicitation of proxies or otherwise.

                                       10
<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

In October 2001 the common shares of Superior Networks began trading on the NASD
Over-The-Counter Bulletin Board market under the trading symbol "SPNW".

The  following  table sets forth high and low bid prices of  Superior  Network's
common shares for 2001 as obtained by the National  Quotation Bureau,  LLC or as
otherwise indicated.

------------------------------- --------------- --------------------------------
Quarter (1)                     High US$        Low US$
------------------------------- --------------- --------------------------------
2001 Fourth Quarter             3.00            0.25
------------------------------- --------------- --------------------------------
2002 First Quarter (up to       6.00            0.85
March 14, 2002)
------------------------------- --------------- --------------------------------
(1)      Each quarter is based on the calendar year.
(2)      Prices supplied by the Company.

Holders

As of  November  30, 2001 the number of  registered  holders of record of common
shares  was  approximately  27. The number of common  shares  outstanding  as of
November 30, 2001 was 7,435,000. As of the date hereof, the number of registered
holders  of  record  of common  shares  is 8 and the  number  of  common  shares
outstanding is 22,305,000.

Dividends

A stock dividend was paid to shareholders of Superior Networks on March 13, 2002
which  effected  a  stock  split  on a 3 to 1  basis.  As a  result,  there  are
22,305,000  common  shares  outstanding  as of March 13,  2002.

Recent Sales of Unregistered  Securities

We issued  5,000,000  shares of common stock on September 1, 2000 to Randy White
former  director,  former  president and former chief  executive  officer of the
Company. These shares were issued pursuant to Section 4(2) of the Securities Act
of 1933  (the  "Securities  Act") at a price of  $0.001  per  share,  for  total
proceeds of $5,000.  The 5,000,000 shares of common stock are restricted  shares
as defined in the Securities Act.

We completed  an offering of 2,000,000  shares of our common stock at a price of
$0.01  per share to a total of seven  purchasers  on  September  20,  2000.  The
purchasers were Dave Clarkson,  Brent McLean, Jeremy Ross, Craig Tillberg, Karen
Travis,  Curt White,  and Dave Wong,  all  non-U.S.  persons.  The total  amount
received from this offering was $20,000.  We completed the offering  pursuant to
Regulation S of the Securities Act. Each purchaser represented to us that he was
a non-US  person  as  defined  in  Regulation  S and at the time  each buy order
originated,  the applicable  purchaser was outside the United States. We did not
engage in a  distribution  of this offering in the United States and no directed
selling efforts were made in the United States.  Each purchaser  represented his
intention  to acquire the  securities  for  investment  only and not with a view
toward  distribution.  Appropriate legends were affixed to the stock certificate
issued to each purchaser in accordance  with  Regulation S requiring  compliance

                                       11
<PAGE>

with  Regulation  S at the  time of  transfer  of the  shares  evidenced  by the
certificate.  Each investor was given adequate access to sufficient  information
about us to make an informed  investment  decision.  None of the securities were
sold  through  an  underwriter  and  accordingly,  there  were  no  underwriting
discounts or commissions involved. No registration rights were granted to any of
the  purchasers  and  Superior  Networks is  required to refuse to register  any
transfer of the shares not made in accordance  with the provisions of Regulation
S.

We completed an offering of 435,000  common shares at a price of $0.05 per share
to a total of twenty-four  purchasers pursuant to Regulation S of the Securities
Act on November 30, 2000. The purchasers were the selling shareholders as listed
in this  document  except  for the  seven  persons  set  forth in the  preceding
paragraph.  The total  proceeds  realized from this offering were $21,750.  Each
purchaser represented that he was a non-US person as defined in Regulation S and
at the time each buy order originated,  the applicable purchaser was outside the
United  States.  We did not engage in a  distribution  of this  offering  in the
United States and no directed  selling  efforts were made in the United  States.
Each  purchaser  represented  their  intention  to acquire  the  securities  for
investment  only and not with a view toward  distribution.  Appropriate  legends
were affixed to the stock  certificates  issued in accordance  with Regulation S
requiring  compliance  with  Regulation  S at the time of transfer of the shares
evidenced by the  certificate.  All  purchasers  were given  adequate  access to
sufficient information about us to make an informed investment decision. None of
the securities were sold through an underwriter and  accordingly,  there were no
underwriting  discounts or commissions  involved.  No  registration  rights were
granted to any of the purchasers and Superior  Networks is required to refuse to
register any transfer of the shares not made in accordance  with the  provisions
of Regulation S.

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

Plan of Operations

The  Company is a  development  stage  company.  We have  insufficient  funds to
commence  development  of  our  initial  product.  We  will  require  additional
financing in order to implement  our business  plan. At November 30, 2001 we had
enough  cash for one month of  operations.  The new  President  of the  Company,
Robert  Rosner,  plans to loan a nominal amount of money to the Company in order
to meets its  immediate  financial  obligations.  The Company has not reached an
agreement with Mr. Rosner to pay any interest on such loans.  Should interest be
paid, the Company  expects it will carry a nominal  interest rate.  Although Mr.
Rosner plans to loan money to the Company,  there can be no assurances  that Mr.
Rosner will continue to do so in the future. To complete our objectives over the
next 12 months,  which may include entering into a definitive agreement with GIE
Technologies  and completion of such  transaction and further  implementing  our
business plan, we require additional funding. The amount of additional financing
we will  require to sustain  our  business  operations  12 months  from now will
depend on the level of revenues we will be generating at that time.  The Company
does not anticipate  receiving any revenues in the near future. It is impossible
to give a  meaningful  forecast  at this time as to the  amounts  of  additional
financing that will be required.  We do not currently have any  arrangements for
financing  and we can provide no assurance to investors  that we will be able to
find such financing if required.

                                       12
<PAGE>

We launched the website for  Superioronlinetraining.com on January 17, 2001. The
site  focuses on a training  program  specifically  designed  to cater to senior
drivers' needs and features a section on aging and driving, a driving course and
a quiz on the  driving  course.

The site is designed to align itself with The American  Automobile  Association,
The American  Association of Retired Persons, and senior websites by providing a
service needed by the demographic they serve. We hope this alignment will assure
a supply of registrants.  We hope to achieve contractual  affiliations with each
of these  organizations  but are not so  affiliated  at the  present  time.  The
Company will also align itself with insurance companies to ensure fulfillment of
insurance discounts and to garner referral fees.

Superioronlinetraining.com  will now and for the next 12 months begin to attract
banner  advertising  to  generate  revenues  from the  site.  Once we  affiliate
ourselves  with  insurance   companies  we  intend  to  charge  course  fees  to
registrants  plus referral fees from the  insurance  companies.  At that time we
plan to  associate  companies  who sell  products to seniors  including  medical
products and  services,  leisure and travel needs,  and  financial  planning and
investment services.

Future Products

As discussed  above,  we plan on  developing  a number of training  applications
including  providing  young  adults  with a menu of free  courses  that  provide
instruction about setting up bank accounts,  obtaining credit, renting property,
and managing household affairs. Further, the Company also plans to offer courses
on  safety  and  operation  for  consumers  who  rent  power  equipment  such as
chainsaws,   floor  sanders  and  carpet   cleaning   equipment.   Both  planned
applications are in the initial planning stages and are not under development at
the present  time.  There are  currently  no target  dates at which they will be
operational.

Employees and Consultants

For the twelve  months  after  November  30, 2001,  it is  anticipated  that our
part-time  employment  positions  will be limited to the  current  officers  and
directors of the Company. We intend to contract with third party consultants for
the development of our website and our courses.  Such  individuals  have not yet
been contracted by the Company.  Such contracts are entirely  dependent upon our
ability to raise additional capital.

Results Of Operations

We did not earn any  revenues  from the date of  inception  through  the  period
ending November 30, 2001. We do not anticipate  earning revenues until such time
as we have our initial  product  developed  and  available  to the public on the
Internet.  Furthermore,  we do not expect to generate significant revenues until

                                       13
<PAGE>

such  time as we have  developed  a  substantial  customer  base and  affiliated
merchants  have become  successful in marketing  their  products to that base. A
course client will become  familiar with our site by repeated visits to the site
in order to complete the course.  Other services to the demographic of which the
client is a part will also be  offered  at the site and will be  noticed  by the
client.  We believe these additional  services will induce further visits to the
site by the client even after the initial  course is  completed.  At the present
time we have no affiliated merchants nor do we have a customer base.

We incurred an accumulated deficit of $54,908 from the date of inception through
November 30, 2001. Currently,  we are not able to operate our business according
to plan because of cash  constraints.  Failure to raise the necessary capital in
the  immediate  future  will,  at a  minimum,  cause  us to not be able to fully
develop our initial  product or, in the worst case,  cause our business to fail.
We are  actively  pursuing  candidates  for a  strategic  alliance  or  possible
acquisition of a business interest.  Although, we are pursuing these avenues, it
cannot be  guaranteed  that such  arrangements  can be reached in such a time or
manner that will enable us to continue to develop our  product.  For the next 12
months, the Company will continue to seek out business opportunities in which it
can engage.

Even though the Company does not at the present time have any  understandings or
agreements  with any persons or entities to provide such  funding,  shareholders
having an interest in seeing that the Company  remains a viable  business entity
have been  willing to provide  funds to the Company in the past  either  through
purchasing additional stock or by loaning money to the Company.  However,  there
can be no  assurances  to that  effect,  as the Company has no revenues  and the
Company's need for capital may change dramatically if it acquires an interest in
a business  opportunity  during  that  period.  It should also be noted that the
Company  is now  obligated  to  satisfy  the costs  associated  with  filing the
required  reports under the Exchange Act of 1934. It appears at the present time
that  these  costs  will  also  have to be met  through  the sale of stock or by
borrowing  additional  funds.  The Company's  current  operating  plan is to (i)
handle the administrative and reporting  requirements of a public company;  (ii)
continue  development of its website and course offerings;  and (iii) search for
potential business, products, technologies and companies for acquisition.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

Our actual results and actual plan of operations may differ materially from what
is stated  above.  From time to time,  the  Company  will make  written and oral
forward-looking  statements  about  matters that involve risk and  uncertainties
that could cause actual results to differ  materially  from  projected  results.
Important factors that could cause actual results to differ materially  include,
among others:

                                       14
<PAGE>

-     general domestic economic and political conditions;
-     changes in laws and government  regulations,  including without limitation
      regulations of the Securities and Exchange Commission;
-     availability and timing of receipt of necessary outside capital; and
-     other risk factors  described  from time to time in the Company's  filings
      with the Securities and Exchange Commission.

Many of these factors are beyond the  Company's  ability to control and predict.
Investors  are  cautioned  not  to  place  undue  reliance  on   forward-looking
statements.  The  Company  disclaims  any  intent or  obligation  to update  its
forward-looking  statements,  whether as a result of receiving new  information,
the occurrence of future events, or otherwise.


                                       15
<PAGE>

Item 7. Financial Statements.





                             SUPERIOR NETWORKS, INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)




                                      F-1
<PAGE>

                                AUDITORS' REPORT


To the Shareholders and Directors
Superior Networks, Inc.


We have audited the balance  sheets of Superior  Networks,  Inc. (a  development
stage  company) as at November 30, 2001 and 2000, and the statements of loss and
deficit  accumulated during the development stage, cash flows, and stockholders'
equity for the year ended  November  30,  2001,  and for the period from May 24,
2000 to  November  30,  2000,  and for the  period  from May 24,  2000  (date of
inception)  to  November  30,  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 audits.

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

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the  financial  position of the  Company as at November  30, 2001 and
2000,  and the  results  of its  operations  and cash  flows for the year  ended
November  30,  2001,  and for the period from May 24, 2000 to November 30, 2000,
and for the period from May 24, 2000 (date of inception) to November 30, 2001 in
accordance with United States generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company is in the  development
stage and will need additional  working capital for its planned activity,  which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are described in Note 1(c). These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.




Vancouver, B.C.                                    By: /s/ Morgan & Company
                                                   ------------------------
                                                           Morgan & Company
February 12, 2002                                          Chartered Accountants

                                      F-2
<PAGE>

                             SUPERIOR NETWORKS, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)
<TABLE>
<CAPTION>
                                                                     NOVEMBER 30
                                                                   2001        2000
                                                                 --------    --------
<S>                                                              <C>         <C>
ASSETS

Current
     Cash                                                        $    592    $ 41,610
     Accounts receivable                                             --           496
                                                                 --------    --------
                                                                      592      42,106

Software Development Costs                                          4,807       3,460
                                                                 --------    --------

                                                                 $  5,399    $ 45,566
                                                                 ========    ========

LIABILITIES

Current
     Accounts payable                                            $  5,196    $   --
     Loan payable                                                   8,361       6,500
                                                                 --------    --------
                                                                   13,557       6,500
                                                                 --------    --------

shareholderS' EQUITY

Share Capital
     Authorized:
         100,000,000 common shares, par value $0.001 per share

     Issued and outstanding:
           7,435,000 common shares                                  7,435       7,435

     Additional paid-in capital                                    39,315      39,315

Deficit Accumulated During The Development Stage                  (54,908)     (7,684)
                                                                 --------    --------
                                                                   (8,158)     39,066
                                                                 --------    --------

                                                                 $  5,399    $ 45,566
                                                                 ========    ========
</TABLE>

Approved by the Board of Directors:

                 By: /s/ Robert Rosner
                 ---------------------
                         Robert Rosner

                                      F-3
<PAGE>

                             SUPERIOR NETWORKS, INC.
                          (A Development Stage Company)

                      STATEMENTS OF OPERATIONS AND DEFICIT
                            (Stated in U.S. Dollars)
<TABLE>
<CAPTION>
                                                                INCEPTION    INCEPTION
                                                       YEAR       MAY 24        MAY 24
                                                       ENDED      2000 TO      2000 TO
                                                   NOVEMBER 30  NOVEMBER 30  NOVEMBER 30
                                                       2001         2000         2001
                                                    ----------   ----------   ----------
<S>                                                 <C>          <C>          <C>
Expenses
     Consulting                                     $    2,000   $    2,675   $    4,675
     Professional fees                                  44,316        4,236       48,552
     Office and sundry                                     908          773        1,681
                                                    ----------   ----------   ----------

Net Loss For The Period                                 47,224        7,684       54,908

Deficit Accumulated During The Development Stage,
  Beginning Of Period                                    7,684         --           --
                                                    ----------   ----------   ----------

Deficit Accumulated During The Development Stage,
  End Of Period                                     $   54,908   $    7,684   $   54,908
                                                    ==========   ==========   ==========


Net Loss Per Share                                  $     0.01   $     0.01         --
                                                    ==========   ==========   ==========


Weighted Average Number Of Common
  Shares Outstanding                                 7,435,000    3,565,447         --
                                                    ==========   ==========   ==========
</TABLE>

                                      F-4
<PAGE>

                             SUPERIOR NETWORKS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)
<TABLE>
<CAPTION>
                                                                INCEPTION              INCEPTION
                                            YEAR                  MAY 24                 MAY 24
                                            ENDED                2000 TO                2000 TO
                                         NOVEMBER 30           NOVEMBER 30            NOVEMBER 30
                                             2001                  2000                  2001
                                           --------              --------              --------
<S>                                        <C>                   <C>                   <C>
Cash Flows From Operating Activities
     Net loss for the period               $(47,224)             $ (7,684)             $(54,908)

Adjustments To Reconcile Net Loss To Net
  Cash By Operating Activities
     Accounts receivable                        496                  (496)                 --
     Accounts payable                         5,196                  --                   5,196
     Loan payable                             1,861                 6,500                 8,361
                                           --------              --------              --------
                                            (39,671)               (1,680)              (41,351)
                                           --------              --------              --------

Cash Flows From Financing Activity
     Common stock issued                       --                  46,750                46,750
                                           --------              --------              --------

Cash Flows From Investing Activity
     Software development costs              (1,347)               (3,460)               (4,807)
                                           --------              --------              --------

Increase In Cash                            (41,018)               41,610                   592

Cash, Beginning Of Period                    41,610                  --                    --
                                           --------              --------              --------

Cash, End Of Period                        $    592              $ 41,610              $    592
                                           ========              ========              ========
</TABLE>

                                      F-5
<PAGE>

                             SUPERIOR NETWORKS, INC.
                          (A Development Stage Company)

                        STATEMENTS OF STOCKHOLDERS EQUITY

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)
<TABLE>
<CAPTION>
                                             COMMON STOCK
                                   ---------------------------------
                                     NUMBER                ADDITIONAL
                                       OF                   PAID-IN
                                     SHARES      AMOUNT     CAPITAL     DEFICIT       TOTAL
                                   ---------   ---------   ---------   ---------    ---------
<S>                                <C>         <C>         <C>         <C>          <C>
Shares issued for cash at $0.001   5,000,000   $   5,000   $    --     $    --      $   5,000

Shares issued for cash at $0.01    2,000,000       2,000      18,000        --         20,000

Shares issued for cash at $0.05      435,000         435      21,315        --         21,750

Net loss for the period                 --          --          --        (7,684)      (7,684)
                                   ---------   ---------   ---------   ---------    ---------

Balance, November 30, 2000         7,435,000       7,435      39,315      (7,684)      39,066

Net loss for the period                 --          --          --       (47,224)     (47,224)
                                   ---------   ---------   ---------   ---------    ---------

Balance, November 30, 2001         7,435,000   $   7,435   $  39,315   $ (54,908)   $  (8,158)
                                   =========   =========   =========   =========    =========
</TABLE>

                                      F-6
<PAGE>

                             SUPERIOR NETWORKS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



1.   NATURE OF OPERATIONS

     a)  Organization

         The Company was incorporated in the state of Nevada,  U.S.A. on May 24,
         2000.

     b)  Development Stage Activities

         The Company  intends to offer  specialized  training  programs over the
         internet to reach a  demographically  focused  learning  audience.  The
         web-based  training  model is  intended to offer a  cost-effective  and
         convenient alternative to traditional learning environments.  Initially
         the website will provide a  comprehensive  driver  training  program to
         seniors interested in acquiring  discounts from insurance companies and
         in  improving  their  driving  ability.   The  program  is  focused  on
         individuals  requiring  brush-ups,  those  requiring  training  in  new
         vehicle types and those wishing to upgrade based on accident history.

         The  Company is in the  development  stage;  therefore  recovery of its
         assets  is  dependent  upon  future  events,  the  outcome  of which is
         indeterminable.  In addition,  successful  completion  of the Company's
         development program and its transition, ultimately to the attainment of
         profitable operations is dependent upon obtaining adequate financing to
         fulfil its development activities and achieve a level of sales adequate
         to support its cost structure.

     c)  Going Concern

         The Company will need  additional  working  capital to be successful in
         its planned  activity  and to service  its current  debt for the coming
         year and, therefore,  continuation of the Company as a going concern is
         dependent upon obtaining the additional  working  capital  necessary to
         accomplish its objective. Management has developed a strategy, which it
         believes will accomplish this  objective,  and is presently  engaged in
         seeking various sources of additional  working capital including equity
         funding through a private placement and long term financing.


2.   SIGNIFICANT ACCOUNTING POLICIES

     The  financial  statements  of the Company have been prepared in accordance
     with generally accepted accounting principles in the United States. Because
     a precise  determination  of many assets and  liabilities is dependent upon
     future  events,  the  preparation  of  financial  statements  for a  period
     necessarily  involves  the use of  estimates  which  have been  made  using
     careful judgement.

                                      F-7
<PAGE>

                             SUPERIOR NETWORKS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     The financial  statements  have,  in  management's  opinion,  been properly
     prepared within  reasonable  limits of materiality and within the framework
     of the significant accounting policies summarized below:

     a)  Development Stage Company

         The Company is a development stage company as defined in the Statements
         of  Financial  Accounting  Standards  No. 7. The  Company  is  devoting
         substantially  all of its present  efforts to  establish a new business
         and none of its planned principal operations have commenced. All losses
         accumulated  since  inception  have  been  considered  as  part  of the
         Company's development stage activities.

     b)  Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  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 for the reporting period. Actual results could differ from
         these estimates.

     c)  Website Development Costs

         Software  development  costs  represent  capitalized  costs of  design,
         configuration,  coding,  installation  and  testing  of  the  Company's
         website up to its  initial  implementation.  Upon  implementation,  the
         asset will be amortized to expense  over its  estimated  useful life of
         three   years  using  the   straight-line   method.   Ongoing   website
         post-implementation   costs  of  operation,   including   training  and
         application maintenance, will be charged to expense as incurred.

     d)  Income Taxes

         The Company has adopted Statement of Financial Accounting Standards No.
         109 - "Accounting for Income Taxes" (SFAS 109). This standard  requires
         the use of an asset and liability approach for financial accounting and
         reporting  on income  taxes.  If it is more  likely  than not that some
         portion  or all if a  deferred  tax  asset  will  not  be  realized,  a
         valuation allowance is recognized.

                                      F-8
<PAGE>

                             SUPERIOR NETWORKS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000
                            (Stated in U.S. Dollars)



2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     e)  Stock Based Compensation

         The Company  measures  compensation  cost for stock based  compensation
         using the intrinsic  value method of accounting as prescribed by A.P.B.
         Opinion  No. 25 -  "Accounting  for Stock  Issued  to  Employees".  The
         Company  has  adopted  those   provisions  of  Statement  of  Financial
         Accounting   Standards   No.  123  -   "Accounting   for  Stock   Based
         Compensation",  which require disclosure of the pro-forma effect on net
         earnings  and  earnings  per  share  as if  compensation  cost had been
         recognized based upon the estimated fair value at the date of grant for
         options awarded.

     f)  Financial Instruments

         The  Company's   financial   instruments   consist  of  cash,  accounts
         receivable and loans payable.

         Unless otherwise noted, it is management's opinion that this Company is
         not exposed to significant  interest or credit risks arising from these
         financial  instruments.  The fair value of these financial  instruments
         approximate their carrying values, unless otherwise noted.

     g)  Net Loss Per Share

         The loss per share is calculated  using the weighted  average number of
         common shares outstanding during the year. Fully diluted loss per share
         is not  presented,  as  the  impact  of  the  exercise  of  options  is
         anti-dilutive.

     h)  Revenue Recognition

         The Company  intends to recognize  revenue from product sales,  and fee
         and commission arrangements at the time the sales occur or the fees and
         commissions are earned.


3.   RELATED PARTY TRANSACTION

     The loan  payable  in the  amount of $8,361  (2000 - $6,500)  is owing to a
     director.

                                      F-9
<PAGE>



Item 8. Changes  In and  Disagreements  With   Accountants  on   Accounting  and
Financial Disclosure.

During the two most recent fiscal years,  the accountant  for Superior  Networks
has not resigned,  declined to stand for re-appointment or been dismissed.

                                    PART III

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

Directors and Executive Officers

Information  regarding the executive officers and directors of the Company as of
March 14, 2002 is as follows:

Name                                                                Age
----                                                                ---
Robert Rosner                                                       37
President, Secretary and Director

The following is a brief  description of the background and business  experience
for the past five years of each of our executive officers and directors.

Mr. Robert Rosner is the President,  Secretary and sole director of the Company.
Mr.  Rosner was  appointed to our board of  directors  on February 1, 2002.  Mr.
Rosner was appointed as our  secretary on February 1, 2002.  Mr. Rosner has been
the owner and the  president  of Rosner  Communications  Inc.  since  July 1985.
Rosner Communications Inc. provides consulting services to public companies. Mr.
Rosner has been the president and a director of Moreno  Ventures Inc., a company
listed on the Canadian Venture  Exchange,  since April 1994. Mr. Rosner has been
the president and a director of Fortuna  Ventures  Inc., a company listed on the
Canadian Venture Exchange,  since June 1996. Mr. Rosner was a director of Global
Tree  Technologies,  Inc., a company  currently  listed on the Canadian  Venture
Exchange, from May 1993 to February 1998. Moreno Ventures, Inc. and Fortuna

                                       16
<PAGE>

Ventures,   Inc.  are  both  companies   engaged  in  the  business  of  mineral
exploration. Global Tree Technologies, Inc. is a company engaged in the business
of marketing of a fast growing tree for production of wood products.  Mr. Rosner
has been a member of the Independent Order of Foresters since 1989, and a member
of its executive  committee in 1994.  Mr. Rosner is the president and a director
of First Cypress Technologies, Inc., a company that is a reporting company under
the Securities Exchange Act of 1934.

Term of Office

The  directors of the Company are  appointed  for a one-year term to hold office
until the next annual general meeting of our  shareholders or until removed from
office in accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.

Significant  Employees

We have no significant  employees other than the officer and director  described
above.

Involvement in Certain Legal Proceedings

No current  officer or  director  of the  Company  has been:  (1)  involved in a
bankruptcy  proceedings;  (2) received or been subject to a criminal proceeding;
(3) been subject to any order or judgment of a court of  competent  jurisdiction
barring,  suspending  or  otherwise  limiting  his  involvement  in any  type of
business,  securities  or  banking  activities;  or (4) been found by a court of
competent jurisdiction,  the Securities and Exchange Commission or the Commodity
Futures  Trading  Commission  to have  violated  federal or state  securities or
commodities law.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the executive  officers and directors
of the Company,  and persons who  beneficially  own more than ten percent of the
equity  securities,  to file reports of ownership and changes in ownership  with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent  shareholders are required by SEC regulation to furnish the Company with
copies of Section 16(a) forms they file. Based on a review of the copies of such
forms  received  by the  Company,  we believe  that during the fiscal year ended
November 30, 2001, all such filing  requirements  applicable to its officers and
directors  were complied with the exception  that reports were filed late by the
following person:

<TABLE>
<CAPTION>
---------------------------- -------------------------- ------------------------ ----------------------------
Name and Principal Position  Number of Late Reports     Transactions Not         Known Failures To File a
                                                        Timely Reported          Required Form
---------------------------- -------------------------- ------------------------ ----------------------------
<S>                          <C>                        <C>                      <C>
Randy White, Director and    One                        None                     One
President
---------------------------- -------------------------- ------------------------ ----------------------------
Mark McLean, Director and    One                        None                     One
Treasurer
---------------------------- -------------------------- ------------------------ ----------------------------
Renotcka Rzepczyk, Director  One                        None                     One
---------------------------- -------------------------- ------------------------ ----------------------------
</TABLE>

                                       17
<PAGE>


Item 10. Executive Compensation.

The following table sets forth certain  information as to the Company's  highest
paid  executive  officers  and  directors  for the  Company's  fiscal year ended
November  30,  2001.  No other  compensation  was paid to any  such  officer  or
directors other than the cash and stock option compensation set forth below.

Summary  Compensation  Table
<TABLE>
<CAPTION>
------------------ -------- ------------------------------------- -------------------------------------- -----------
                                    Annual Compensation                  Long-Term Compensation
                                    -------------------                  ----------------------

                                                                            Awards             Payout
                                                                                                  $
                                                                                                             All
                                                        Other                                               Other
    Name and                                            Annual      Options/     Restricted      LIPT       Compen
   Principal                  Salary      Bonus      Compensation     SARs        Shares or     Payout     -sation
    Position         Year       $           $              $         Granted     Share Units       $          $
================== ======== =========== ============ ============ =========== =============== ========== ===========
<S>                 <C>        <C>          <C>          <C>       <C>             <C>           <C>        <C>
Randy White         2001       Nil          Nil          Nil       Nil/Nil         Nil           Nil        Nil
President and       2000       Nil          Nil          Nil       Nil/Nil         Nil           Nil        Nil
Director            1999       Nil          Nil          Nil       Nil/Nil         Nil           Nil        Nil
------------------ -------- ----------- ------------ ------------ ----------- --------------- ---------- -----------
</TABLE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  certain  information  concerning  the number of
shares of our common stock owned  beneficially as of March 14, 2002 by: (i) each
person  including  any group)  known to us to own more than five percent (5%) of
any  class of our  voting  securities,  (ii)  each of our  directors,  and (iii)
officers and directors as a group. Unless otherwise indicated,  the shareholders
listed  possess  sole  voting and  investment  power with  respect to the shares
shown.

                                       18
<PAGE>

<TABLE>
<CAPTION>
---------------------------- -------------------------- -------------------------- --------------------------
Title of Class               Name and Address of        Number of Shares of        Percentage of Common
                             Beneficial Owner           Common Stock               Stock(1)
---------------------------- -------------------------- -------------------------- --------------------------
<S>                          <C>                        <C>                        <C>
Common Stock                 Robert Rosner(2),          5,000,000                  67.2%
                             President, Secretary and
                             Director
---------------------------- -------------------------- -------------------------- --------------------------
Common Stock                 Randy White, former        NIL                        NIL
                             President and former
                             Director
---------------------------- -------------------------- -------------------------- --------------------------
Common Stock                 Mark McLean, former        NIL                        NIL
                             Treasurer and former
                             Director
---------------------------- -------------------------- -------------------------- --------------------------
Common Stock                 Renotcka Rzepczyk,         NIL                        NIL
                             former Director
---------------------------- -------------------------- -------------------------- --------------------------
Common Stock                 Total for Officers and     5,000,000                  67.2%
                             Directors as a Group
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

(1) Under Rule 13d-3, a beneficial owner of a security  includes any person who,
directly  or  indirectly,  through  any  contract,  arrangement,  understanding,
relationship,  or otherwise has or shares:  (i) voting power, which includes the
power to vote,  or to direct the voting of shares;  and (ii)  investment  power,
which includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be  beneficially  owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the shares).
In  addition,  shares  are  deemed to be  beneficially  owned by a person if the
person has the right to acquire the shares  (for  example,  upon  exercise of an
option) within 60 days of the date as of which the  information is provided.  In
computing  the  percentage  ownership  of  any  person,  the  amount  of  shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As of March
4, 2002, there were 7,435,000 shares of our common stock issued and outstanding.

(2) The shares denoted as being beneficially owned by Mr. Rosner represent those
shares  which Mr.  Rosner has  acquired  from Mr.  White  pursuant  to the Stock
Purchase Agreement.

Except as otherwise  noted,  it is believed by the Company that all persons have
full voting and investment power with respect to the shares indicated.

Changes in Control

As stated herein, Robert Rosner purchased 5,000,000 common shares of the Company
(representing approximately 67.2% of the outstanding shares of our common stock)
on March 4, 2002 from Randy White,  former  President and former director of the
Company, for an aggregate of $50,000. In addition,  Randy White, Mark McLean and
Renotcka Rzepczyk resigned as directors of the Company,  Randy White resigned as
President and Mark McLean  resigned as Secretary  pursuant to the Stock Purchase
Agreement.  Robert Rosner is the current President,  Secretary and sole director
of the Company.

                                       19
<PAGE>

Further,  the Company also  announced on February 4, 2002 that it has executed a
letter of intent for the acquisition of all of the outstanding  common shares of
GIE  Technologies.  The  Company  anticipates  issuing a number of shares of its
common stock to the GIE Shareholders such that the GIE Shareholders will own 76%
of the Company's issued and outstanding shares of common stock on closing of the
acquisition.

Item 12. Certain Relationships and Related Transactions.

Except as stated  herein,  none of the following  parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently  proposed  transaction  that has or will  materially
affect us:

-     any  of  our  directors  or  officers;
-     any  person  proposed  as  a  nominee  for  election  as  a  director;
-     any person who beneficially owns, directly or indirectly,  shares carrying
      more than 5% of the voting rights  attached to our  outstanding  shares of
      common stock;
-     any  of  our  promoters; and
-     any  relative or spouse of any of the  foregoing  persons who has the same
      house as such person.

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

No exhibits have been filed pursuant to Item 601 of Regulation S-B.

                                       20
<PAGE>

                                   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.

Superior Networks, Inc.
-----------------------
(Registrant)

By: /s/ Robert Rosner
---------------------
        Robert Rosner, President

Date: March 15, 2002

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

By: /s/ Robert Rosner
---------------------
        Robert Rosner, Director

Date: March 15, 2002


                                       21