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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ______________________

                                    FORM 20-F

[   ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES
       EXCHANGE  ACT  OF  1934  or

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

                  For the fiscal year ended April 30, 2001, or

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

          For the transition period from _______________to________________

                         COMMISSION FILE NO.   0-32411
                                             -----------

                              INSIDE HOLDINGS INC.
                              --------------------

             (Exact name of Registrant as specified in its charter)
                             Yukon Territory, Canada
                             -----------------------
                  (Jurisdiction of incorporation organization)
        Suite 1260, 609 Granville Street, Vancouver, B.C. Canada, V7Y 1G5
        -----------------------------------------------------------------
                     (Address of principal executive office)

                                 (604) 687-0888
                                 --------------
              (Registrant's telephone number, including area code)

Securities  registered or to be registered pursuant to Section 12(b) of the Act:
None

Securities  registered or to be registered pursuant to Section 12(g) of the Act:
                      _____________________________________
                        COMMON SHARES, WITHOUT PAR VALUE
                                (Title of Class)
                      _____________________________________

Securities  for  which there is a reporting obligation pursuant to Section 15(d)
of  the  Act:  None

Indicate  the  number  of  outstanding shares of each of the issuer's classes of
capital  or  common  stock  as  of the close of the period covered by the annual
report:

  As at April 30, 2001 the Company had 4,637,600 issued shares of common stock.

There  is no present market for the Company's common shares. Based upon the last
price  at  which  common  shares  of the Company were purchased from treasury by
arms-length subscribers the market value of common shares held by non-affiliates
is  C$54,800.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  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  [ ]

Indicate by check mark which financial statement item the Registrant has elected
to  follow.  Item  17  [ ]  Item  18  [X]


<PAGE>
                                  INTRODUCTION

FORWARD-LOOKING  INFORMATION

Statements  in  this  form,  to the extent that they are not based on historical
events,  constitute  forward-looking  statements.  These  statements appear in a
number  of  different  places  in  this  Annual  Report  and  include statements
regarding  the  intent,  belief  or  current expectations of the Company and its
directors  or  officers,  primarily  with  respect to the future market size and
future  operating  performance  of  the Company. When used in this document, the
words  "anticipate,"  "believe,"  "estimate,"  "expect,"  "intend,"  "plan," and
"project"  and  similar  expressions,  as  they  relate  to  the  Company or its
management,  are  intended  to  identify  forward-looking  statements.
Forward-looking statements include, without limitation, statements regarding the
outlook  for  future  operations,  forecasts  of  future costs and expenditures,
evaluation  of market conditions, the outcome of legal proceedings, the adequacy
of  reserves,  or  other  business  plans. Investors are cautioned that any such
forward-looking  statements  are  not  guarantees  and  may  involve  risks  and
uncertainties,  and  that  actual  results  may  differ  from  those  in  the
forward-looking  statements  as  a  result  of  various  factors such as general
economic  and  business  conditions, including changes in interest rates, prices
and  other  economic  conditions;  actions  by  competitors;  natural phenomena;
actions  by  government authorities, including changes in government regulation;
uncertainties  associated  with  legal  proceedings;  technological development;
future  decisions  by management in response to changing conditions; the ability
to  execute  prospective  business  plans;  and  misjudgments  in  the course of
preparing forward-looking statements.  The Company does not intend or assume any
obligation  to  update  these  forward-looking  statements.

ACCOUNTING  PRINCIPLES

The  Company's  financial statements included herein were prepared in accordance
with  Canadian generally accepted accounted principles. They also comply, in all
material  respects, with the accounting principles accepted in the United States
and  the  rules  and  regulations  of  the  Securities  and Exchange Commission.

CURRENCY  TRANSLATION

Unless  otherwise  indicated,  all  monetary  amounts referred to in this Annual
Report  are  in  Canadian  dollars.  At  April  30, 2001 one U.S. dollar equaled
approximately  Canadian  $1.5366.

The following table sets forth a history of the exchange rates for the US dollar
vs.  Canadian  dollar  for  each  month  from  November 2000 through April 2001.

                  Month      Average    Low/High          Month End
                  -----      -------    --------          ---------

                  November   1.5422     1.5275/1.5632     1.5360
                  December   1.5224     1.4946/1.5531     1.4995
                  January    1.5032     1.4948/1.5160     1.4989
                  February   1.5218     1.4936/1.5392     1.5361
                  March      1.5585     1.5380/1.5774     1.5763
                  April      1.5575     1.5356/1.5784     1.5366


                                      -2-
<PAGE>
The following table sets forth a history of the exchange rates for the US dollar
vs.  Canadian  dollar  during  the  Company's  past  five  fiscal  years.

                  Year   Average   Low/High        April 30
                  ----   -------   --------        --------

                  2001   1.5575   1.5336/1.5789    1.5366
                  2000   1.4694   1.4353/1.5127    1.4772
                  1999   1.5080   1.4310/1.5795    1.4543
                  1998   1.4052   1.3663/1.4651    1.4291
                  1997   1.3640   1.3295/1.4005    1.3957


                                      -3-
<PAGE>
                                TABLE OF CONTENTS

INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . .     2

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS . .     5

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE . . . . . . . . .     5

ITEM 3. KEY INFORMATION . . . . . . . . . . . . . . . . . . . . .     5

ITEM 4. INFORMATION ON THE COMPANY. . . . . . . . . . . . . . . .     9

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS. . . . . . .    13

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES. . . . . . . .    16

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS . . . .    19

ITEM 8. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . .    21

ITEM 9. THE OFFER AND LISTING . . . . . . . . . . . . . . . . . .    22

ITEM 10. ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . .    23

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK . . . . . . . . . . . . . . . . . . . . . . . .    25

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES .    25

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES. . . . .    26

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . .    26

ITEM 17. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . .    26

ITEM 18. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . .    26

ITEM 19. EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . .    26


                                      -4-
<PAGE>
                                     PART I

ITEM  1.  IDENTITY  OF  DIRECTORS,  SENIOR  MANAGEMENT  AND  ADVISERS

Not  Applicable

ITEM  2.  OFFER  STATISTICS  AND  EXPECTED  TIMETABLE

Not  Applicable

ITEM  3.  KEY  INFORMATION

A.  SELECTED  FINANCIAL  DATA

The following represents selected financial data for the Company for each of the
past  five  fiscal  years ending April 30, prepared in accordance with generally
accepted  accounting  principles  in  the  United  States.

All  amounts  are  expressed  in  Canadian dollars. Exchange rate information is
presented  in  the  introduction  to  this  Annual  Report.

<TABLE>
<CAPTION>
                                  2001         2000         1999         1998         1997
                               ---------------------------------------------------------------
<S>                            <C>          <C>          <C>          <C>          <C>
Revenues                       $        -   $        -   $        -   $        -   $        -
Net loss                          (92,614)    (187,526)     (94,464)    (119,625)     (98,949)
Total assets                       27,621          299      108,865      153,649       75,467
Total liabilities                  77,969      163,546       84,586       34,906       31,199
Shareholders' equity              (50,348)    (163,247)      24,279      118,743       44,268
Capital stock                   3,368,694    3,163,181    3,163,181    3,163,181    2,969,081
Common shares outstanding (1)   4,637,609      500,487      500,487      501,139      423,499
Net loss per share                  (0.02)       (0.38)       (0.19)       (0.26)       (0.32)
Cash dividends                          -            -            -            -            -

<FN>
(1)  Adjusted  for  a  reverse  split  and subsequent forward split that, on net
     basis,  resulted  in the issue of one new share for every ten old shares in
     October  2000.
</TABLE>

The financial data presented above is only a summary and should be read together
with  the  Company's  financial  statements,  which  are  attached  hereto.

B.  CAPITALIZATION  AND  INDEBTEDNESS

Not  Applicable


                                      -5-
<PAGE>
C.  REASONS  FOR  THE  OFFER  AND  USE  OF  PROCEEDS

Not  Applicable

D.  RISK  FACTORS

THE  COMPANY HAS IDENTIFIED THE FOLLOWING RISK FACTORS AS SIGNIFICANT. THE ORDER
IN  WHICH THEY APPEAR IS INTENDED TO REFLECT MANAGEMENT'S OPINION OF THEIR ORDER
OF PRIORITY TO THE COMPANY. READERS SHOULD, HOWEVER, CAREFULLY REVIEW ALL OF THE
RISK FACTORS IN ASSESSING THE COMPANY'S PROSPECTS. SOME INFORMATION IS PRESENTED
AS  OF THE DATE HEREOF AND IS SUBJECT TO CHANGE, COMPLETION OR AMENDMENT WITHOUT
NOTICE.

LIQUIDITY  AND  CAPITAL  RESOURCES. As at April 30, 2001, total cash was $6,940;
current  liabilities  exceeded  current assets by $70,348; and total liabilities
exceeded  total  assets  by  $50,348. The Company's ability to satisfy projected
working  capital requirements is dependant upon its ability to secure additional
funding  through  public  or  private  sales  of  securities,  including  equity
securities  of  the Company. There is no assurance that the Company will be able
to  secure  the  necessary  capital on terms acceptable to the Company or on any
terms.

NO  OPERATING  HISTORY  OR  REVENUE  AND MINIMAL ASSETS.  The Company's intended
business  is  in its early developmental and promotional stages, and the Company
only  recently  acquired  its  Principal  Asset.  There have been no revenues or
earnings  from  operations and the Company has no significant tangible assets or
financial  resources.  The  Company  will,  in all likelihood, sustain operating
expenses  without  corresponding  revenues  at  least  until the Company secures
significant capital and human resources and successfully implements its business
strategies,  of  which  there are no assurances. There is also no assurance that
the  Company  will  generate  revenues  and be profitable in the future, or that
profitability,  if  achieved,  will  be  sustained.

SPECULATIVE  NATURE  OF  THE  COMPANY'S PROPOSED OPERATIONS.  The success of the
Company's  proposed  plan  of  operation  will  depend  to a great extent on its
ability  to  secure  interest  amongst prospective network affiliates, which are
themselves  successful, of which there is no assurance. While management intends
to pursue relationships with enterprises having established operating histories,
it  is  likely  that,  at  this  stage of the Company's development, prospective
affiliates  will  be  start-up  enterprises  with  unproven  management, limited
assets,  limited  potential  for earnings or other negative characteristics. The
success  of  the  Company's  operations will therefore be dependent, at least in
part,  upon the success of such start-up enterprises, which is not assured. As a
consequence, the Company's Board of Directors will closely monitor the Company's
progress  and  reassess  its  plans and strategies on a regular basis, which may
result  in  the  Company  choosing  to  discontinue its proposed business in the
future  and  combine with another business, which may also be highly speculative
in  nature.  The Company has not engaged in any discussions concerning potential
business  combinations and has no immediate plans to identify and negotiate with
prospective  businesses.

SIGNIFICANT  FUTURE  CAPITAL  NEEDS. The Company requires significant additional
capital  to finance the implementation of its business plans and strategies. The
ability of the Company to secure the necessary capital in the future will depend
in  part  on  the  prevailing capital market conditions as well as the Company's


                                      -6-
<PAGE>
performance  in signing network affiliates to join the network. As a consequence
of  these  and other factors, there is no assurance that further funding will be
available  to the Company on acceptable terms, or at all, to meet future capital
requirements.

NO  AGREEMENTS  WITH  PROSPECTIVE NETWORK AFFILIATES. The Company has no current
arrangement,  agreement  or understanding with any prospective network affiliate
and  there  is  no assurance that agreements with prospective network affiliates
will  be  made  on terms acceptable to the Company or on any terms. In addition,
the  Company  has  not  established  a specific length of operating history or a
specified  level of earnings, assets, net worth or other criteria, which it will
require  a prospective affiliate to have achieved, or without which, the Company
would  not  consider  making  an  agreement  with  such  prospective  affiliate.
Accordingly, the Company may enter into agreements with business entities having
no  significant operating history, losses, limited or no potential for earnings,
limited  assets,  negative  net  worth  or  other  negative  characteristics.

ESTABLISHING  AND  MAINTAINING  BRAND  AWARENESS. The Company must establish and
maintain brand awareness for its Principal Asset in order to attract prospective
network  affiliates.  Name  recognition  will  also  be  important in the future
because  of  the growing number of Internet companies that will compete directly
with  network affiliates. Promotion and enhancement of the Company's brand names
will  depend  largely  upon  the  Company's ability to secure relationships with
network affiliates that provide consistently high-quality products, services and
content  and  the successful implementation of effective marketing strategies in
concert  with  such  affiliates,  which  are  not  assured.

COMPETITION.  The  marketplace  for  e-commerce  solutions  and the providers of
online  navigational  services  has  numerous  competitors. In a particular, the
Company  faces  significant  competition from dominant Internet portal companies
such  as Yahoo and Excite and network companies such as America Online and CMGI.
These  competitors,  among  others,  have  significantly  greater  financial,
technological,  marketing and personnel resources than the Company. There can be
no  assurance  that  the  Company's  proposed  business  will be able to compete
successfully  or that competition will not have a material adverse effect on the
Company's  business  plans,  financial  condition  and  results  of  operations.

CONFLICTS OF INTEREST. The directors and officers of the Company will not devote
all  their  time  to  the  affairs  of  the Company. They are presently and will
continue  to  be engaged in other business ventures. As a result, situations may
arise  where  one  or  more directors and officers will be in direct or indirect
competition  with  the  Company. Notwithstanding the combined limited experience
and  time  commitment  of  management,  loss  of  the  services  of any of these
individuals would adversely affect development of the Company's business and its
likelihood  of  continuing  operations.

DEPENDENCE  ON  USE OF INTERNET. The success of the Company depends on increased
use  of  the  Internet  for  advertising,  marketing,  providing  services  and
conducting  business.  Commercial  use  of the Internet is currently at an early
stage  of  development and the future of the Internet, as a means for conducting
commerce,  is  not  clear.

EXCHANGE  RATE  FLUCTUATIONS.  The  Company  business  is operated from its head
office  in  Vancouver,  Canada. Accordingly, most of its costs and assets are in
Canadian  dollars.  Any  significant  increase  or  decrease in the value of the
Canadian  dollar  compared to the U.S. dollar would have a significant impact on
the  financial  position  of the Company. Similar exchange rate risks will arise


                                      -7-
<PAGE>
should  the  Company's  business  expand  into  other  markets  and its business
involves  other  currencies. The Company does not engage in any foreign currency
hedging  activities.

GOVERNMENTAL  REGULATION.  The  Company  is  not  currently  subject  to  direct
regulation  by  any government agency, other than applicable securities laws and
regulations  applicable  to  business  generally. However, it is possible that a
number  of  laws  and regulations may be adopted with respect to regulating user
privacy, pricing and consumer protection, which may impose additional burdens on
companies  in  this industry conducting business and thus increase The Company's
cost  of doing business. There can be no assurance that any such new legislation
or  regulation  will  not  be  enacted,  nor  that  the  application  of laws or
regulations  from  jurisdictions  whose  laws  do  not  currently  apply  to The
Company's  business  will  subsequently  become  applicable.

REGULATION UNDER INVESTMENT COMPANY ACT. Although the Company will be subject to
regulation  under  the Securities and Exchange Act of 1934, the Company believes
it  will  not be subject to regulation under the Investment Company Act of 1940,
insofar  as  the  Company  will  not  be  engaged  primarily  in the business of
investing  or  trading  in  securities.  The Company may, however, hold minority
interests  in  a  number of affiliates and as a consequence the Company could be
subject  to regulation under the Investment Company Act of 1940.  In such event,
the  Company would be required to register as an investment company and could be
expected  to  incur  significant registration and compliance costs.  The Company
has obtained no formal determination from the Securities and Exchange Commission
as  to  the  status of the Company under the Investment Company Act of 1940 and,
consequently,  any  violation  of such Act could subject the Company to material
adverse  consequences.

MARKET  RISK.  The  Company's  common  shares  do  not  presently  trade  on any
recognized  stock exchange or other organized securities market. The Company has
made  application  to the National Association of Securities Dealers to have its
common  shares listed for trading on the NASD OTC Bulletin Board, however, there
is  no assurance that such application will be accepted or that a market for the
common  shares of the Company will ever develop in the United States or, if such
a  market  does  develop, that it will continue or that the trading price of the
shares  will  not  be subject to significant price fluctuations. Accordingly, an
investment  in  common  shares of the Company should only be considered by those
investors  who do not require liquidity and can afford to suffer a total loss of
their  investment.  An investor should consult with professional advisers before
making  such  an  investment.

NO DIVIDENDS TO BE PAID.  The Company has not paid dividends on its common stock
and  does not anticipate paying dividends on its common stock in the foreseeable
future.  The  Board of Directors has sole authority to declare dividends payable
to  the  Company's  stockholders.  The fact that it has not and does not plan to
pay  dividends indicates that the Company must use all of its funds generated by
operations for reinvestment in operating activities and also emphasizes that the
Company may not continue as a going concern.  Prospective shareholders also must
evaluate an investment in the Company solely on the basis of anticipated capital
gains.


                                      -8-
<PAGE>
ITEM  4.  INFORMATION  ON  THE  COMPANY

A.  HISTORY  AND  DEVELOPMENT  OF  THE  COMPANY

The  Company  was formed as Coast Falcon Resources Ltd. under the Company Act of
British  Columbia,  Canada,  on  July 7, 1992, pursuant to a statutory merger of
McConnell-Peel  Resources  Ltd.  and  Sheba  Copper Mines Limited (together, the
"Predecessor  Companies").

On September 11, 2000, the Company changed its name to Inside Holdings Inc., and
on  October  6, 2000 it was continued under the Business Corporations Act of the
Yukon  Territory,  Canada.

The  Company's  registered  records  office  is  located at Suite 308, 204 Black
Street,  Whitehorse,  Yukon,  Canada, Y1A 2M9, and its head office is located at
Suite  1260,  609 Granville Street, Vancouver, B.C., Canada, V7Y 1G5. Telephone:
(604)  687-0888.

The  Predecessor  Companies  were  engaged  in  the exploration, development and
exploitation  of  mineral  resource  properties  in  Canada,  without commercial
success. Each Predecessor Company ceased all such activities and abandoned their
respective  resource property interests prior to the formation of the Company by
way  of  merger  of  the  Predecessor  Companies.  The  balance  sheets  of  the
Predecessor  Companies  were  carried  over  at  historical  cost.

Except  as described below, the Company did not carry on or acquire any business
or  property. All costs associated with identifying, researching and negotiating
with  prospective  businesses  were  expensed  in  the  year they were incurred.

In  1996, the Company pursued a plan wherein it would be actively engaged in the
international  distribution  of  a  variety of concrete additive products, which
were manufactured in Canada. In addition, the Company entered into a conditional
agreement  to acquire, from arms length parties, all of the issued capital stock
of  Kryton  Products  Inc., a Canadian private company ("Kryton") that possessed
certain  related  product licenses. In contemplation of the proposed acquisition
the  Company  loaned  Kryton  the  aggregate  sum of $104,873 and incurred other
related  expenses.  The  proposed  acquisition  was  never  consummated.  Prior
management  of  the Company determined that the loan balance was not collectible
and  expensed  it  during  the Company's most recent fiscal year ended April 30,
2000.

The  Company  entered  into  an  agreement,  dated  May 1, 2000, to purchase its
Principal Asset and thereupon commenced a new developmental stage. The Company's
proposed  business  has  no  prior  history  of  operations.

During  the Company's most recent fiscal year end it completed a reorganization,
which  was  approved  by  shareholders  of  the  Company at a general meeting of
shareholders  held in Vancouver, Canada on September 6, 2000, to better position
the  Company  to  carry  on  its  new  business. The reorganization included the
following  steps:


                                      -9-
<PAGE>
     (1)  a  new Board of Directors of the Company was appointed by shareholders
          and  new  management  by  the  Board  of  Directors;

     (2)  the  Company changed its name to Inside Holdings Inc. to more properly
          describe  the  new  business  direction  of  the  Company;

     (3)  the  Company  changed  its governing jurisdiction from the Province of
          British  Columbia to the Yukon Territory where there is no requirement
          that  a  majority  of  directors  reside  in  Canada;

     (4)  the Company reverse-split and then forward-split its common shares and
          issued,  on  a  net  basis, one new share for every ten old shares and
          eliminated  fractional  shareholders  to  reduce otherwise significant
          shareholder  reporting  costs;

     (5)  the Company issued 3,500,000 post split common shares at approximately
          $0.04  per  share  to  settle  debts  owing  to related parties in the
          aggregate  amount  of  $140,513;

     (6)  the  Company  completed  a  private  placement and issued 650,000 post
          split  common  shares  at $0.10 per share to five investors in Canada,
          including  directors  and  officers  of  the  Company,  for  aggregate
          proceeds of $65,000. The proceeds from the private placement were used
          primarily  to  pay  certain  debts, complete the reorganization and to
          provide  the  Company  with  initial  working  capital;

     (7)  the  Company registered its common shares pursuant to Section 12(g) of
          the Securities act of 1933 in order to qualify them for trading in the
          United  States  secondary  market;  and

     (8)  the  Company  recently made application to the National Association of
          Securities Dealers to have its common shares listed for trading on the
          NASD  OTC  Bulletin  Board,  however,  there is no assurance that such
          application  will  be  accepted.

B.  BUSINESS  OVERVIEW

GENERAL

The Company is in its early developmental stage and has not commenced commercial
operations.  Since  its  formation,  the  Company's  only  activities  have been
organizational  in  nature  directed  at acquiring its principal asset, which is
described  below,  raising  capital  and developing its business plan. It has no
full  time  employees  and  owns no real property or other tangible assets other
than  cash.

Should  the  Company determine that the plan is feasible, and sufficient capital
is  made  available, it intends to create, brand, market and manage a network of
web-based  affiliated  businesses and content providers to whom the Company will
offer  a  range  of  business  consulting  and  marketing  services.

There  is  no  assurance  that  the Company will secure the necessary capital to
effectively implement its business strategies or be able to attract and secure a
sufficient number of appropriate network affiliates to meet its objective.


                                      -10-
<PAGE>
BUSINESS  STRATEGIES

To facilitate the creation of a network brand, the Company recently acquired and
is  the beneficial owner of 400 Internet domain names all ending with the suffix
"inside.com"  (the "Principal Asset"). For example, the Company has the right to
use, sell, lease or license the names "finditinside.com", "investinside.com" and
"newyorkinside.com",  among  others.  The  names  include  many geographical and
subject matter references, which allows for simple navigation of the Internet by
using  such  generic  references  as  opposed to conventional search means. (See
Schedule  "A" attached to Exhibit 4.3 of the Company's Registration Statement on
Form  20-F  dated March 23, 2001 for a complete listing of Internet domain names
acquired.)  The Company's business strategies include the sale, lease or license
of  these  domain  names  to  selected  network  affiliates  and then deploying,
together  with such affiliates, conventional marketing techniques in traditional
channels  to  promote  and  enhance  the  network  brand.

The  value  of  any particular domain name, not presently in use, is generally a
function  of  its perceived market appeal. Generally, short, generic, intuitive,
easy  to spell names are more marketable and hence more valuable than names that
do  not  share  these  characteristics.  The  Company  believes  the  "inside"
designation,  is  intuitive  and  easy  to  bear  in  mind, making it a superior
branding  opportunity.

A  network  affiliate may be a start-up or an already existing operation that is
directed  at  a  particular  niche  constituency.  In  the  case  of an existing
operation, a domain name having descriptive relevance to such operations, can be
used  as  a  forwarding  or  directional link and in the case of a start-up as a
destination  web address. Each affiliate would be responsible for developing and
managing  site  content,  increasing site 'stickiness' and promoting the network
'brand'.

The  Company's  intends  to  promote  opportunities  for  strategic  business
relationships  among  network  affiliates within and across industry segments. A
typical  website of an affiliate would promote direct links to other affiliates,
with  which  a  strategic relationship has been established, and to the Company,
which would serve as a portal to the entire network. As the network expands, the
Company  will  attempt  to leverage the combined Internet traffic of the network
affiliates  and  the prospective purchasing power represented by such traffic to
obtain  benefits  for  its  network  affiliates  such as discounts for goods and
services.

In  addition,  the  Company would seek opportunities to generate capital through
the  selective sale, from time to time, of its investments in network affiliates
to  increase  shareholder  value  and  to  generate  capital  for  reinvestment.

The  Company's main sources of revenues in the future are expected to come from:

     1.   the  sale,  license  or  lease  of  the  Company's  domain  names;
     2.   the  provision  of  business  consulting  and  marketing services; and
     3.   the  selective  sale  of  investments  in  network  affiliates.


                                      -11-
<PAGE>
PLAN  OF  OPERATION

In  order to pursue the Company's principal business objectives, and because the
Company  has limited financial and human resources, the Company proposes to take
an  incremental  approach  towards  implementing its business strategies and has
developed  the  following  limited  plan  of  operation.

For  the balance of the Company's current fiscal year management's focus will be
to  secure  necessary  human and capital resources and to research, identify and
secure  conditional  agreements  with  prospective  network  affiliates.  These
affiliates  may  be  start-up  enterprises, in which case the Company expects to
negotiate  a  minority  or  majority  equity  interest,  or  existing  web-based
enterprises. The substantive terms of each agreement with prospective affiliates
will  likely  vary  significantly,  particularly  at  this  early  stage  of the
Company's  development.

Management  believes  the  Company  must secure agreements with a minimum of ten
prospective  network  affiliates,  with  fully  operational  websites,  before a
network  launch  is  feasible  and  a  fully  integrated  business  plan  can be
developed,  financed  and  implemented.  Should  the Company fail to secure such
agreements  in  a reasonable time period, which shall be determined by the Board
of Directors, the Company may have to discontinue its current business plans and
consider  alternate  business  plans,  which  may  also  be  highly speculative.

Management of the Company anticipates seeking out prospective network affiliates
that  are  established  web-based  businesses  through  solicitation.  Such
solicitation  may  include  newspaper  or  magazine advertisements, mailings and
other  distributions  to  existing  businesses,  law  firms,  accounting  firms,
investment  bankers, marketers and similar persons, the use of one or more World
Wide  Web sites and similar methods. No estimate can be made as to the number of
persons  who  will  be  contacted  or  solicited.

Management  may also assist with the organization, development and management of
prospective  network  affiliates,  which  are  start-up  businesses.

The  Company  has  no  current  arrangement, agreement or understanding with any
prospective  network  affiliate  and  there is no assurance that agreements with
prospective  network  affiliates will be made on terms acceptable to the Company
or  on  any  terms.

The  Company  has  no full time employees to implement its plans. Management has
agreed  to  allocate  a  portion of their time to the activities of the Company,
however,  it  is  expected that conflicts of interest will arise with respect to
the limited time commitment by management. As a consequence, the Company intends
to  pursue  new  sources of capital and, if successful in securing such capital,
anticipates  hiring  one  or  more full time persons or engaging the services of
outside  professionals  to work with management to further develop the Company's
plan of operation and pursue agreements with prospective network affiliates. The
amount  of  new  capital,  its intended use, and the terms under which it may be
made  available  are  subject  to  future  negotiations  and  therefore  are not
presently  determinable.

The  Company  has  recently  made  application  to  the  National Association of
Securities  Dealers to have its common shares listed for trading on the NASD OTC


                                      -12-
<PAGE>
Bulletin  Board,  however,  there  is no assurance that such application will be
accepted.  The  Company believes that the listing of the Company's common shares
will  make  the  Company  a  more  attractive  vehicle to prospective investors.

COMPETITION

The  electronic  commerce  industry  is  new,  rapidly  evolving  and  intensely
competitive, and the Company expects competition to intensify in the future. The
Company  will  likely  remain  an  insignificant  participant  among  the  many
enterprises,  which  are  attempting  to establish or have established a network
presence  on  the  World  Wide  Web.

The  most  significant  potential  for competition facing the Company comes from
dominant  Internet  portal  companies  such  as  Yahoo  and  Excite  and network
companies  such as America Online and CMGI, which have already been successfully
branded  and  are  positioned  to  offer  substantially  greater  benefits  to
prospective  affiliates.  These  and  many  other  established  companies  have
significantly  greater financial and personnel resources and technical expertise
than  the  Company.

The  Company  believes  that  its  Principal  Asset  provides  it  with a unique
competitive  position  in  establishing  brand  awareness and that the market is
large  enough  to accommodate many new entrants such as the Company. However, in
view of the Company's combined extremely limited financial resources and limited
management  availability,  the  Company  will  continue  to  be at a significant
competitive  disadvantage  compared  to  the  Company's  competitors.

C.  ORGANIZATIONAL  STRUCTURE

The  Company  is  majority  owned by Pemcorp Management Inc., a Canadian private
company.  (See  "Item  7.  Major  Shareholders and Related Party Transactions".)

The  Company  has  no  operating  subsidiaries.

D.  PROPERTY,  PLANTS  AND  EQUIPMENT

The  Company owns no property, plant or equipment and there are no current plans
to  purchase any in the near future. The Company currently utilizes office space
in  a  commercial  building  located in Vancouver, British Columbia, Canada. The
space  is  shared  with  several other companies, which share common management.

The  Company  currently  pays no rent. The present facilities are believed to be
adequate  for  meeting the Company's needs for the immediate future. If required
in  the future, the Company does not anticipate that it will have any difficulty
in  obtaining  additional  space  at  reasonable  lease  rates.

ITEM  5.  OPERATING  AND  FINANCIAL  REVIEW  AND  PROSPECTS

The  following  discussion and analysis of the financial condition and operating
results of the Company for the three fiscal years ended April 30, 2001, 2000 and
1999  should  be  read  in conjunction with the financial statements and related
notes  attached  hereto.  (See  Item  18  -  Financial  Statements.)


                                      -13-
<PAGE>
The  Company's  financial statements included herein were prepared in accordance
with  Canadian generally accepted accounted principles. They also comply, in all
material  respects, with the accounting principles accepted in the United States
and  the  rules  and  regulations  of  the  Securities  and Exchange Commission.

The  Company  has received no revenues and has had no active business operations
in  any  of  its  last three fiscal years. In the past, the Company has acquired
necessary  capital through the limited issuance of its common shares, increasing
indebtedness  and  through  advances from related parties. There is no assurance
that  these  sources  will  continue  to  be  available  in  the  future.

Commencing  May  1,  2000, the Company entered into a new development stage with
the  acquisition  of  its  Principal  Asset.  In order to carry out its proposed
business plans the Company will need to secure additional capital from the issue
of  securities,  including  equity  securities,  of  the  Company.  There  is no
assurance that the Company will secure the necessary capital on terms acceptable
to  the Company or at all. As a consequence of this uncertainty, the Company may
have to discontinue its present business plans and consider alternative business
plans,  which may also be highly speculative. The Company has not engaged in any
discussions  concerning other potential businesses and has no immediate plans to
identify  and  negotiate  with  prospective  businesses.

A.  OPERATING  RESULTS

Year ended April 30, 2001 Compared to Year ended April 30, 2000

The  Company's  net loss for 2001 was $92,614 compared to a net loss of $187,526
for  2000.  The  primary  reason for the decrease in the Company's net loss from
2000  to  2001  was a one-time write-off of a loan receivable of $104,873 in the
2000  fiscal year. The loan was made in contemplation of a merger with a private
Canadian company. The proposed merger was never consummated and prior management
of the Company determined that the loan balance was not collectible.

Administrative expenses, also included in the determination of the Company's net
loss  in each year, increased from $82,653 in 2000 to $92,614 in 2001, primarily
because  of an amortization charge in 2001 of $20,000. Management and consulting
fees,  included  in Administrative expenses, were $37,500 in 2001 as compared to
$60,000  in  2000.

Year ended April 30, 2000 Compared to Year ended April 30, 1999

The  Company's  net loss for 2000 was $187,526 compared to a net loss of $94,464
for  1999.  The  primary  reason for the increase in the Company's net loss from
1999  to  2000  was a one-time write-off of a loan receivable of $104,873 in the
2000  fiscal year. The loan was made in contemplation of a merger with a private
Canadian company. The proposed merger was never consummated and prior management
of  the  Company  determined  that  the  loan  balance  was  not  collectible.

Administrative expenses, also included in the determination of the Company's net
loss  in each year, decreased from $94,464 in 1999 to $82,653 in 2000, primarily
because  of  reduced  professional  and  transfer  agent  fees.  Management  and
consulting  fees  of  $60,000  in  the  aggregate  made up the majority of these
administrative  expenses  in  each  year.


                                      -14-
<PAGE>
Year ended April 30, 1999 Compared to Year ended April 30, 1998

The  Company's  net loss for 1999 was $94,464 compared to a net loss of $119,625
for  1998.  The net loss of each year was entirely as a result of administrative
expenses  and  decreased from 1998 to 1999 primarily as a consequence of reduced
professional  fees.  Management  and consulting fees of $60,000 in the aggregate
made  up  the  majority  of  these  administrative  expenses  in  each  year.

B.  LIQUIDITY  AND  CAPITAL  RESOURCES

As  at  April  30,  2001,  total  cash  was $6,940, current liabilities exceeded
current  assets  by  $70,348,  and  total  liabilities  exceeded total assets by
$50,348.  Included  in  current  and total liabilities is $64,075 due to related
parties.  The  Company recently carried out a capital reorganization and derived
its  current  operating  capital  from  the  issuance  of common shares and from
increasing  indebtedness.  (See  "Item 4. Information on the Company-History and
development  of  the  company")

The Company has no planned capital expenditures at this time.

The  Company  is  contractually committed to pay $2,500 per month for management
services.  (See  "Item  7.  Major Shareholders and Related Party Transactions").
This  contract  may  be  cancelled by the Company at any time on 30 days written
notice. The contracted party has agreed that fees payable under the contract may
be  accrued  and  not paid until such time when the Company has adequate working
capital,  as  determined  by  the Board of Directors at its sole discretion. The
balance  owing,  included in current liabilities, was $24,075 at April 30, 2000.

The  Company  is  obligated to pay the cost of renewing the registration of each
domain  name  as  it comes due. Current registration fees vary between US$15 and
US$35  per  name.  The registration of 119 of the names expires between April 25
and  May  2,  2002.  The registration of the remaining 281 names expires between
February  and  April  of  2002.  The  Board  of  Directors  will  decide  at the
appropriate  time  whether  or  not  to  renew  the  registration.

During  each  of  the  last  three fiscal years, the Company derived most of its
operating  capital  from  increasing indebtedness. As at April 30, 2000, current
assets  were  $299,  compared  to  $3,292 and $49,076 at April 30, 1999 and 1998
respectively.  Current  liabilities  were $163,546 at April 30, 2000 compared to
$84,586 and $34,906 at April 30, 1999 and 1998 respectively. The increase in the
Company's  working  capital  deficit over the period was primarily the result of
continuing  operating  losses.  In  October  2000,  the Company issued 3,500,000
common  shares  in full settlement and satisfaction of a majority of its current
liabilities.

The  Company's  current  working  capital  is  insufficient to meet its business
objectives.  The  Company's  ability  to  satisfy  projected  working  capital
requirements  is dependant upon its ability to secure additional funding through
public  or  private  sales  of  securities,  including  equity securities of the
Company.  There  is  no  assurance  that  the Company will be able to secure the
necessary  capital on terms acceptable to the Company or on any terms. The Board
of  Directors  and  senior  management have agreed that they will advance to the
Company any additional funds, which the Company requires to pay costs associated
with  this  Annual Report and subsequent regulatory filings over the next twelve


                                      -15-
<PAGE>
months  while  it  attempts  to  secure  the  necessary capital to carry out its
business  plans.  Such  advances  will be made with an expectation of repayment.

C.  RESEARCH  AND  DEVELOPMENT,  PATENTS  AND  LICENSES

Not  applicable

D.  TREND  INFORMATION

The  success  of  the  Company  depends  on  increased  use  of the Internet for
advertising,  marketing,  providing services and conducting business. Commercial
use of the Internet is currently at an early stage of development and the future
of  the  Internet,  as  a  means  for  conducting  commerce,  is  not  clear.

Recently,  companies  that  are  dependant  upon  the  use  of the Internet have
experienced  great  difficulty  in  securing  the necessary capital to carry out
their business plans. Many such companies have ceased operations and been forced
into  liquidation.  The  market value of Internet domain names has, as a result,
been significantly reduced over the last twelve months and interest in financing
start-up Internet businesses has diminished. This trend represents a significant
challenge  to  the  Company proposed operations. As a consequence, the Company's
Board  of Directors will closely monitor the Company's progress and reassess its
plans  and  strategies  on  a  regular  basis,  which  may result in the Company
choosing  to  discontinue  its  proposed business in the future and combine with
another  business,  which  may also be highly speculative in nature. The Company
has  not  engaged  in any discussions concerning potential business combinations
and  has  no  immediate  plans  to  identify  and  negotiate  with  prospective
businesses.


ITEM  6.  DIRECTORS,  SENIOR  MANAGEMENT  AND  EMPLOYEES

A.  DIRECTORS  AND  SENIOR  MANAGEMENT

The  following  are  the names, ages and place of residence of the directors and
executive  officers  of  the  Company  and  their  respective positions with the
Company  and  their  principal  occupations  during  the  past  five  years.

     Leonard Petersen - Mr. Petersen, age 47, is C.E.O, president and a director
of  the Company and has held these positions since September 6, 2000. He is also
secretary  and  a  director  of  Pemcorp Management Inc. ("Pemcorp"), a Canadian
private  management  consulting  services  company, and has held these positions
since  1990.  Mr.  Petersen is a chartered accountant in the Province of British
Columbia,  Canada  and  a  citizen  and  resident  of  Canada.

     William  D. McCartney - Mr. McCartney, age 45, is a director of the Company
and  has  held  this position since September 6, 2000. He is the president and a
director of Pemcorp, and has held these positions since 1990. Mr. McCartney is a
chartered  accountant  in the Province of British Columbia, Canada and a citizen
and  resident  of  Canada.


                                      -16-
<PAGE>
     Murray  J.  Oliver  -  Mr. Oliver, age 35, is a director of the Company and
held  this  position since September 6, 2000.  He is also the sole proprietor of
North  Star  Consulting,  an unincorporated consulting services business and has
carried  on  this  business  since 1993. Mr. Oliver is a citizen and resident of
Canada.

     Paul  A. Visosky - Mr. Visosky, age 45, is secretary of the Company and has
held  this  position  since September 6, 2000. He has been a practicing attorney
since  1983 and is a principal in the law firm of Nexus Venture Capital Lawyers,
which  is  licensed  to  carry  on business in the Province of British Columbia,
Canada.  Mr.  Visosky  is  a  citizen  and  resident  of  Canada.

None  of  the directors or officers of the Company are related and there were no
arrangements  or  understandings  between any director or officer of the Company
and any other person pursuant to which he was selected as a director or officer.

B.  COMPENSATION

In  the 2001, 2000 and 1999 fiscal years, the Company paid or accrued management
fees  of  $7,500, $30,000 and $30,000 respectively to its former chief executive
officer,  Vernon  G.  Meyer.  Mr.  Meyer  resigned as chief executive officer on
September  6,  2000  and  the  Company's agreement to pay management fees to Mr.
Meyer was terminated by mutual consent effective July 31, 2000.

No  cash  or  non-cash  compensation  was  paid or distributed to any officer or
director  of  the  Company during the last three fiscal years under any pension,
stock  option  or  other  plans  nor  is  there  any  plan  for such payments or
distributions  during  the  next  fiscal  year.

No  monies were set aside or accrued by the Company during the last three fiscal
years  and  no  plan  presently exists to provide pension, retirement or similar
benefits  for  directors  or  officers  of  the  Company.

Presently,  there are no standard or other arrangements under which directors or
officers of the Company will be compensated directly for their services in their
capacity  as  directors  or  officers,  except that they are each entitled to be
reimbursed  for  their  out-of-pocket  expenses.  The  Company  is  party  to  a
management agreement with Pemcorp (See Exhibit 4.4 of the Company's Registration
Statement on Form 20-F, as amended, filed with the SEC on March 23, 2001), which
is  controlled  by  two  directors  of  the  Company.

The  Company  has no compensatory plan or arrangement to compensate directors or
officers  of the Company in the event of their termination or following a change
in  control  of  the  Company.

C.  BOARD  PRACTICES

The  Company's  directors are elected by the shareholders at each annual general
meeting and typically hold office until the next annual general meeting at which
time  they  may  be  re-elected  or replaced. The current Board of Directors was
elected  at the Company's last annual general meeting held on September 6, 2000.


                                      -17-
<PAGE>
The By-laws of the Company permit the directors to appoint directors to fill any
casual  vacancies  that  may  occur due to resignation of directors. Individuals
appointed  as  directors  to  fill  casual  vacancies hold office like any other
director  until  the  next  annual  general  meeting  at  which time they may be
re-elected  or  replaced.

The  chief  executive officer and the secretary of the Company were appointed on
September  6,  2000  and  hold their respective offices at the discretion of the
Board  of  Directors.

The  Company's  audit committee presently includes three directors, two of which
are  not  officers  of  the  Company,  as  follows:

     Leonard Petersen           C.E.O., President and Director
     William D. McCartney       Director
     Murray J. Oliver           Director

The  audit  committee  reviews  the  Company's  annual  and  interim  financial
statements,  meets  with  the  Company's  auditors,  when  applicable, and makes
recommendations  to  the  Board  of  Directors.

The  Company  does  not  presently  have  a  compensation  committee.

There  are  no  director  service  contracts  that  provide  for  benefits  upon
termination  of  service.

D.  EMPLOYEES

The Company has no full or part time employees, except for senior management and
the  Board  of  Directors.

E.  SHARE  OWNERSHIP

As  of  September  15,  2001, the present directors and senior management of the
Company,  as  a  group  own,  directly or indirectly a total of 3,689,200 shares
representing  approximately  80% of the issued and outstanding common shares, as
follows:

                                                    PERCENT
        TITLE                                       OWNED
        OF CLASS  IDENTITY OF PERSON     AMOUNT     OF CLASS

        Common    Leonard Petersen      3,039,200   (1) 65.5%
        Common    William D. McCartney  3,039,200   (1) 65.5%
        Common    Murray J. Oliver        150,000        3.2%
        Common    Paul Visosky            100,000        2.1%

(1)  Includes 2,639,200 owned by Pemcorp, a private Canadian company, indirectly
     controlled  50%  by  William  D. McCartney and 50% by Leonard Petersen, and
     400,000  shares  owned  indirectly  by  each  of  McCartney  and  Petersen.

There  are  no  outstanding  options or warrants to purchase securities from the
Company and no present arrangements to grant options to any director, officer or
employee  of  the  Company.


                                      -18-
<PAGE>
ITEM  7.  MAJOR  SHAREHOLDERS  AND  RELATED  PARTY  TRANSACTIONS

A.  MAJOR  SHAREHOLDERS

To the best of the Company's knowledge, it is not indirectly owned or controlled
by  any  other  corporation,  except  as disclosed below, or foreign government.

As of September 15, 2001, there are no persons or groups known to the Company to
be  the  owners  of  more than 5% of the Company's issued and outstanding shares
except  as  disclosed  below.

                                                          PERCENT
        TITLE                                             OWNED
        OF CLASS  IDENTITY OF PERSON           AMOUNT     OF CLASS

        Common    Pemcorp Management Inc.      2,639,200   (1) 56.9%
        Common    Petersen Management Inc.       400,000   (2)  8.6%
        Common    WMC Equities Inc.              400,000   (3)  8.6%
        Common    William D. McCartney         3,039,200   (4) 65.5%
        Common    Leonard Petersen             3,039,200   (5) 65.5%

(1)  Pemcorp,  a  private  Canadian  company,  is  indirectly  controlled 50% by
     William  D.  McCartney  and  50%  by  Leonard  Petersen,  both  of whom are
     directors  of  the  Company.
(2)  Petersen Management Inc., a Canadian private company, is 100% controlled by
     Leonard  Petersen,  a  director  of  the  Company.
(3)  WMC  Equities  Inc.,  a  Canadian  private  company,  is 100% controlled by
     William  D.  McCartney,  a  director  of  the  Company.
(4)  The  number  of shares includes all of the shares held by WMC Equities Inc.
     and  Pemcorp.
(5)  The number of shares includes all of the shares held by Petersen Management
     Inc.  and  Pemcorp.

Pemcorp  owned  2,639,200  and 139,200 common shares of the Company at April 30,
2001  and  April  30, 2000 respectively. The increase was the result of an issue
from  treasury  in  October  2000 in connection with the Company' reorganization
previously  described.  (See  "Item  4.  Information  on the Company-History and
development  of  the  company")

Petersen Management Inc. and WMC Equities Inc. each owned 400,000 and nil common
shares  of  the  Company at April 30, 2001 and April 30, 2000 respectively. Both
parties were issued 600,000 common shares in October 2000 in connection with the
Company'  reorganization  previously  described (See "Item 4. Information on the
Company-History  and  development  of  the  company") and then subsequently sold
200,000 common shares in private transactions to non-U.S. persons in Canada.


                                      -19-
<PAGE>
As  of  April  30,  2001,  there  were  a  total of 113 holders of record of the
Company's common shares and a total of 4,637,600 common shares were outstanding.
Approximately  97,500  common shares, or 2% of the Company's total common shares
issued,  were held by 23 persons residing in the United States. These numbers do
not  include  any possible shareholders who are not registered and those holding
shares  in  street  name.

None  of  the above persons have different voting rights from other shareholders
of  the  Company.

There  are  no  arrangements, known to the Company, the operation of which could
result  in  a  change  in  control  of  the  Company.

B.  RELATED  PARTY  TRANSACTIONS

The Company paid or accrued consulting fees of $30,000 to Pemcorp in each of the
last  three  fiscal  years  in  connection  with  researching,  identifying  and
negotiating  with  prospective  business  acquisitions on behalf of the Company.
Pemcorp  is  a  private  Canadian company controlled by William D. McCartney and
Leonard  Petersen  both  of whom became directors of the Company on September 6,
2000.  The  Company  formalized  its relationship with Pemcorp by way of written
agreement  made  effective  August  1,  2000,  which provides for the payment of
$2,500  per  month  for  general  management  services  to be provided by Messrs
McCartney and Petersen. The agreement may be cancelled by the Company on 30 days
written  notice. Pemcorp has agreed that fees payable under the agreement may be
accrued  and  not  paid  until  such  time when the Company has adequate working
capital,  as  determined  by  the  Board  of  Directors  at its sole discretion.

The  Company  has  paid or accrued legal fees of $6,878 to Nexus Venture Capital
Lawyers  for legal services rendered for the year ended April 30, 2001. Nexus is
a  law  firm  controlled by Paul Visosky, who became secretary of the Company on
September  6,  2000.

The  Company  entered  into  an  agreement,  dated  May 1, 2000, to purchase its
Principal  Asset  from a private company (the "Vendor") controlled by William D.
McCartney,  Leonard  Petersen, Murray J. Oliver, all of whom became directors of
the Company on September 6, 2000, and/or their respective spouses.  The purchase
agreement  was  approved  by  shareholders  of  the  Company.  The  purchase
consideration,  which approximated the Vendor's cost, consisted of a note in the
amount  of  $40,000  payable  without  interest  on  the  earlier  of:

     (1)  the  date  on  which  the  Company  is in receipt of proceeds totaling
          $40,000  from  the  sale,  lease  or  license  of  any  of  the assets
          purchased;

     (2)  the  date  on  which  the  Company  is in receipt of proceeds totaling
          $200,000  from  the  sale  and  issue  of  common  shares;  and

     (3)  June  30,  2001.

The  Vendor  has  agreed  not  to demand payment of the note until such time the
Company  has  sufficient  working  capital  to  satisfy  its current obligations
including  the  note.  The  note  remains  non-interest  bearing.


                                      -20-
<PAGE>
In  addition,  the  Company  agreed  to pay the Vendor a royalty over five years
equal  to  15% of the gross proceeds received from the sale, lease or license of
any of the domain names purchased under the agreement to a maximum of $1 million
and to pay the cost of renewing the registration of each domain name as it comes
due.  Current  registration  fees  vary  between  US$15  and US$35 per name. The
registration  of  119 of the names expires between April 25 and May 2, 2002. The
registration  of  the  remaining 281 names expires between February and April of
2002.

At  July  31,  2000,  the  Company  owed  Pemcorp and the Company's former chief
executive  officer  $80,250  and  $81,663  respectively.  These  amounts  were
unsecured,  non-interest  bearing  and  without  fixed  terms  of repayment. The
Company  entered  into  agreements,  made  effective  July  31,  2000, with each
creditor to settle and satisfy their respective claims in full in exchange for a
total  of  3,500,000  common  shares  of the Company and the payment of $21,400.
These  shares  were  issued  on  October  26,  2000.

On  October  26,  2000  the  Company  also  issued 450,000 common shares to four
directors  and  senior  officers  of  the  Company  in connection with a private
placement  of  650,000  common  shares  to  five  Canadian  resident  investors.

C.  INTERESTS  OF  EXPERTS  AND  COUNSEL

Not  Applicable


ITEM  8.  FINANCIAL  INFORMATION

A.  FINANCIAL  STATEMENTS  AND  OTHER  FINANCIAL  INFORMATION

FINANCIAL  STATEMENTS

The  Company's  audited  financial  statements  for the three fiscal years ended
April 30, 2001, 2000 and 1999 together with the auditors' report are included in
this  Annual  Report  under  Item 18 and incorporated herein by reference. These
financial  statements  were  prepared  in  accordance  with  Canadian  generally
accepted  accounted principles. They also comply, in all material respects, with
the  accounting  principles  accepted  in  the  United  States and the rules and
regulations  of  the  Securities  and  Exchange  Commission.

LEGAL  PROCEEDINGS

The  Company  is not presently involved in, nor is it aware of any pending legal
proceedings,  which  could  have  a material adverse effect upon its business or
financial  position.  To the best of the Company's knowledge, there are no legal
proceedings  contemplated  by  any  governmental  or  regulatory  authority.


                                      -21-
<PAGE>
DIVIDEND  POLICY

The  Company has not paid dividends in any of its last five fiscal years and the
Company  has  no  plans  to  pay  dividends  in  the  foreseeable  future.

B.  SIGNIFICANT  CHANGES

During  the  Company's  most  recent  fiscal  year,  the  Company  completed  a
reorganization, changed its business and commenced a new development stage. (See
"Item  4.  Information  on  the Company-History and development of the company")


ITEM  9.  THE  OFFER  AND  LISTING

A.  OFFER  AND  LISTING  DETAILS

The Company is not presently offering securities to the public.

B.  PLAN  OF  DISTRIBUTION

Not  Applicable

C.  MARKETS

The  Company's  common  shares  do  not  presently trade on any recognized stock
exchange  or  other  organized  securities  market.

The  Company  has  made  application  to  the National Association of Securities
Dealers  ("NASD")  to  have its common shares listed for trading on the NASD OTC
Bulletin  Board  ("OTC"),  however,  there is no assurance that a market for the
common  shares of the Company will ever develop in the United States or, if such
a  market  does develop, that it will continue. The Company believes that having
its  common  shares  eligible  to  trade on the OTC would enhance its ability to
secure  the  requisite  capital  to carry out its business plans and strategies.

The OTC market differs from national and regional stock exchanges in that it (1)
is not situated in a single location but operates through communication of bids,
offers  and  confirmations between broker-dealers and (2) securities admitted to
quotation are offered by one or more broker-dealers rather than the "specialist"
common to stock exchanges. To qualify for listing on the OTC, an equity security
must  have  one  registered broker-dealer, known as the market maker, willing to
list  bid  or sale quotations and to sponsor the company for listing on the OTC.
There  is no assurance that the Company will successfully engage the services of
a  registered  broker-dealer  to  sponsor  the Company's application to list its
common  shares  on  the  OTC.

D.  SELLING  SHAREHOLDERS

Not  applicable


                                      -22-
<PAGE>
E.  DILUTION

Not  applicable

F.  EXPENSES  OF  ISSUE

Not  applicable



ITEM  10.  ADDITIONAL  INFORMATION

A.  SHARE  CAPITAL

Not  Applicable

B.  MEMORANDUM  AND  ARTICLES  OF  ASSOCIATION

The  information  required  by  this  section has been included in the Company's
previously  filed  registration  statement  on  Form 20-F, as amended, which was
filed  with  the SEC on March 23, 2001, and is incorporated herein by reference.

C.  MATERIAL  CONTRACTS

The Company paid or accrued consulting fees to Pemcorp in each of the last three
fiscal  years  in  connection with researching, identifying and negotiating with
prospective business acquisitions on behalf of the Company. Pemcorp is a private
Canadian company controlled by William D. McCartney and Leonard Petersen both of
who became directors of the Company on September 6, 2000. The Company formalized
its  relationship with Pemcorp by way of written agreement made effective August
1,  2000,  which  provides  for  the  payment  of  $2,500  per month for general
management  services  to  be  provided  by  Messrs  McCartney  and Petersen. The
agreement may be cancelled by the Company with one month written notice. Pemcorp
has  agreed  that  fees  payable under the agreement may be accrued and not paid
until  such time when the Company has adequate working capital, as determined by
the  Board  of  Directors  at  its  sole  discretion.

The  Company  entered  into  an  agreement,  dated  May 1, 2000, to purchase its
Principal  Asset.  The  purchase  consideration, which approximated the Vendor's
cost,  consisted  of a note in the amount of $40,000 payable without interest on
the  earlier  of:

     a.   the  date  on  which  the  Company  is in receipt of proceeds totaling
          $40,000  from  the  sale,  lease  or  license  of  any  of  the assets
          purchased;

     b.   the  date  on  which  the  Company  is in receipt of proceeds totaling
          $200,000  from  the  sale  and  issue  of  common  shares;  and


                                      -23-
<PAGE>
     c.   June 30, 2001.

The  Vendor  has  agreed  not  to demand payment of the note until such time the
Company  has  sufficient  working  capital  to  satisfy  its current obligations
including  the  note.  The  note  remains  non-interest  bearing.

In  addition,  the  Company  agreed  to pay the Vendor a royalty over five years
equal  to  15% of the gross proceeds received from the sale, lease or license of
any of the domain names purchased under the agreement to a maximum of $1 million
and to pay the cost of renewing the registration of each domain name as it comes
due.  Current  registration  fees  vary  between  US$15  and US$35 per name. The
registration  of  119 of the names expires between April 25 and May 2, 2002. The
registration  of  the  remaining 281 names expires between February and April of
2002.

D.  EXCHANGE  CONTROLS

There  are  no  governmental  laws, decrees or regulations in Canada relating to
restrictions  on  the  export  of  capital affecting the remittance of interest,
dividends or other payments to nonresident holders of the Company's shares.  Any
such  remittances,  however,  are  subject  to  withholding  tax.

There are no limitations under the laws of Canada, the Yukon Territory or in the
charter  or  any  other  constituent  documents  of  the Company on the right of
foreigners  to  hold  or  vote  the  shares  of the Company.  However, under the
provisions  of the Investment Canada Act, when control of a Canadian business is
acquired  by  a  non-Canadian,  the  transaction  may  be  reviewable in certain
circumstances  by  Investment  Canada,  an  agency  of the federal government of
Canada.  Reviewable  transactions are those in which a non-Canadian acquires the
assets of a Canadian business or the voting shares of a Canadian corporation the
value  of  which  assets or shares exceeds $5 million (Canadian).  Also, certain
transactions  are  specifically  exempted  from  review.

E.  TAXATION

TAXATION  ON  DIVIDENDS

Generally,  cash  dividends  paid  by  Canadian  corporations  to  nonresident
shareholders  are subject to a withholding tax of 25 percent.  However, pursuant
to  Article  X[2]  of  the  Canada-United States tax treaty, dividends paid to a
resident  if  a  company  of  the United States are only subject to a 15 percent
withholding tax.  Further, if the United states resident owns 10 percent or more
of  the  voting  shares  of  the  Canadian  company  paying  the  dividends, the
withholding  tax is reduced to 10 percent.  In addition to dividend withholding,
interest  paid to United States residents is subject to a 15 percent withholding
tax  pursuant  to  Article  XI[2]  of  the  Canada-United  States  tax  treaty.

TAXATION  ON  CAPITAL  GAINS

A nonresident purchaser who holds shares of the Company as capital property will
not  be  subject to Canadian tax on capital gains realized on the disposition of
such  shares  unless  such  shares  are  "taxable  Canadian property" within the
meaning  of  the  Income  Tax  Act  (Canada) and no relief is afforded under any
applicable  tax  treaty.  The  shares  of  the Company would be taxable Canadian


                                      -24-
<PAGE>
property of a nonresident purchaser if the nonresident purchaser used the shares
in  carrying  on  a  business  in  Canada or if at any time during the five-year
period  immediately  preceding  the  disposition not less than 25 percent of the
issued  shares of any class of the Company belonged to the particular purchaser,
persons  with whom the purchaser did not deal at arm's length or any combination
thereof.

Holders  of  common  shares  of  the Company should seek independent advice from
their  own  professional  tax  advisors  with respect to the Canadian Income Tax
consequences  arising  from  the  holding  of  Common  Shares  of  the  Company.

F.  DIVIDENDS  AND  PAYING  AGENTS

Not  Applicable

G.  STATEMENT  BY  EXPERTS

Not  Applicable

H.  DOCUMENTS  ON  DISPLAY

All  documents  concerning  the  Company,  which  are referred to in this Annual
Report  are  available  for  inspection  at the offices of Nexus Venture Capital
Lawyers:  Suite 3400, 666 Burrard Street, Vancouver, Canada.

I.  SUBSIDIARY  INFORMATION

None


ITEM  11.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company is a small business issuer as defined in Rule 405 of the Securities
Act  of  133, as amended, and Rule 12b-2 of the Securities Exchange Act of 1934,
as  amended,  and  therefore  need not provide the information requested by this
item.

In  June  1998,  the  Financial  Accounting Standards Board issued SFAS No. 133.
"Accounting  For  Derivative Instruments and Hedging Activities." This statement
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging  activities.

SFAS  No.  133  will be effective for the Company's fiscal year beginning May 1,
2000.  Because the Company is not involved in any activities covered by SFAS No.
133,  the  adoption of SFAS No. 133 is not expected to have a material effect on
the  Company's  financial  position  or  results  of  operations.

ITEM  12.  DESCRIPTION  OF  SECURITIES  OTHER  THAN  EQUITY  SECURITIES

None


                                      -25-
<PAGE>
                                     PART II

ITEM  13.  DEFAULTS,  DIVIDEND  ARREARAGES  AND  DELINQUENCIES

None

ITEM  14.  MATERIAL  MODIFICATIONS  TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS

None

                                    PART III


ITEM  17.  FINANCIAL  STATEMENTS

Please refer to Item 18. "Financial Statements".

ITEM  18.  FINANCIAL  STATEMENTS

The  Company's Financial Statements, Auditor's Reports, if applicable, and Notes
to  the  Financial  Statements,  which  are  required to be filed hereunder, are
contained  on  pages  27  through  37  as  follows:

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                    <C>

Auditors' Report dated May 17, 2001 . . . . . . . . . . . . . . . . . . . . . . . . .    28

Balance Sheets as at April 30, 2001 and 2000 (Audited). . . . . . . . . . . . . . . .    29

Statements of Operations and Deficit for the years ended April 30, 2001, 2000 and
1999 (Audited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30

Statement of Cash Flows the years ended April 30, 2001, 2000 and 1999 (Audited) . . .    31

Statements of Shareholders Equity since inception to April 30, 2001 (audited) . . . .    32


Notes to the Financial Statements for the for the year ended April 30, 2001 (Audited)    33
</TABLE>


                                      -26-
<PAGE>



                              INSIDE HOLDINGS INC.
                     (FORMERLY COAST FALCON RESOURCES LTD.)


                              FINANCIAL  STATEMENTS
                         (EXPRESSED IN CANADIAN DOLLARS)
                          (A DEVELOPMENT STAGE COMPANY)


                                 APRIL 30, 2001



                                      -27-
<PAGE>

DAVIDSON  &  COMPANY         Chartered Accountants    A  Partnership  of
                                                      Incorporated Professionals

                                AUDITORS' REPORT

To  the  Shareholders  of
Inside  Holdings  Inc.
(formerly Coast Falcon Resources Ltd.)
(A  Development  Stage  Company)

We  have  audited  the  balance  sheets  of Inside Holdings Inc. (formerly Coast
Falcon  Resources  Ltd.)  as  at  April  30, 2001 and 2000 and the statements of
operations,  cash  flows  and shareholders' equity for the years ended April 30,
2001,  2000  and  1999 and the period from the start of the development stage on
May  1,  2000  to  April  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 Canadian and 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.

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the  financial  position of the Company as at April 30, 2001 and 2000
and  the  results of its operations and its cash flows for the years ended April
30,  2001,  2000 and 1999 and the period from the start of the development stage
on  May  1,  2000  to  April  30,  2001  in  accordance  with generally accepted
accounting  principles  in  Canada.

                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

May  17,  2001

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA
                     - U.S. REPORTING CONFLICT

In the United States, reporting standards for auditors require the expression of
a  qualified  opinion when the consolidated financial statements are affected by
significant uncertainties such as those referred to in Note 1 to these financial
statements.  The  above opinion in our report to shareholders dated May 17, 2001
for the year ended April 30, 2001 is not qualified with respect to, and provides
no  reference  to,  these  uncertainties  since  such an opinion would not be in
accordance with Canadian reporting standards for auditors when the uncertainties
are  adequately  disclosed  in  the  consolidated  financial  statements.

                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

May  17,  2001
                          A Member of SC INTERNATIONAL
                          ============================

Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372, Pacific
                     Centre, Vancouver, BC, Canada, V7Y 1G6
                  TELEPHONE (604) 687-0947  FAX (604) 687-6172


                                      -28-
<PAGE>
<TABLE>
<CAPTION>
INSIDE  HOLDINGS  INC.
(formerly  Coast  Falcon  Resources  Ltd.)
BALANCE  SHEETS
(Expressed  in  Canadian  Dollars)
(A  Development  Stage  Company)
AS  AT  APRIL  30

=====================================================================================

                                                               2001          2000
-------------------------------------------------------------------------------------
<S>                                                        <C>           <C>

ASSETS

CURRENT
  Cash                                                     $     6,940   $       299
  Receivable                                                       681             -
                                                           ------------  ------------

                                                                 7,621           299

INTELLECTUAL PROPERTY (Note 3)                                  20,000             -
                                                           ------------  ------------

                                                           $    27,621   $       299
=====================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT
  Accounts payable and accrued liabilities                 $    13,894   $    18,933
  Due to related parties (Note 4)                               64,075       144,613
                                                           ------------  ------------

                                                                77,969       163,546
                                                           ------------  ------------

SHAREHOLDERS' EQUITY
  Capital stock
    Authorized
      100,000,000  common shares without par value
    Issued
      4,637,600  common shares (April 30, 2000 - 487,600)    3,368,694     3,163,181
  Deficit accumulated during the development stage             (92,614)            -
  Deficit                                                   (3,326,428)   (3,326,428)
                                                           ------------  ------------

                                                               (50,348)     (163,247)
                                                           ------------  ------------

                                                           $    27,621   $       299
=====================================================================================

ON  BEHALF  OF  THE  BOARD:



"Leonard  Petersen"     Director     "William  McCartney"     Director
------------------------        ------------------------------
"Leonard  Petersen"                  "William  McCartney"
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      -29-
<PAGE>
<TABLE>
<CAPTION>
INSIDE  HOLDINGS  INC.
(formerly  Coast  Falcon  Resources  Ltd.)
STATEMENTS  OF  OPERATIONS  AND  DEFICIT
(Expressed  in  Canadian  Dollars)
(A  Development  Stage  Company)
==============================================================================================

                                               Cumulative
                                                  Amounts
                                                From  the
                                                Start  of
                                              Development
                                                Stage  on
                                                  May  1,
                                                 2000  to             Year Ended April 30
                                                April 30,   ----------------------------------
                                                     2001         2001        2000       1999
----------------------------------------------------------  -----------  ----------  ---------
<S>                                            <C>          <C>          <C>         <C>

EXPENSES
  Amortization                                 $   20,000   $   20,000   $       -   $      -
  Consulting                                        7,500        7,500      30,000     30,000
  Listing and transfer agent fees                  13,293       13,293       4,923      8,105
  Management fees                                  30,000       30,000      30,000     30,000
  Office and general                                6,487        6,487       6,441     10,062
  Professional fees                                15,334       15,334      11,289     16,297
                                               -----------  -----------  ----------  ---------

LOSS BEFORE OTHER ITEM                            (92,614)     (92,614)    (82,653)   (94,464)


OTHER ITEM
  Write-off of loan receivable                          -            -    (104,873)         -
                                               -----------  -----------  ----------  ---------


LOSS FOR THE PERIOD                            $  (92,614)  $  (92,614)  $(187,526)  $(94,464)
==============================================================================================

BASIC AND DILUTED LOSS PER SHARE                            $    (0.04)  $   (0.38)  $  (0.19)
==============================================================================================


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                2,636,470     487,600    487,886
==============================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -30-
<PAGE>
<TABLE>
<CAPTION>
INSIDE  HOLDINGS  INC.
(formerly  Coast  Falcon  Resources  Ltd.)
STATEMENT  OF  CASH  FLOWS
 (Expressed  in  Canadian  Dollars)
(A  Development  Stage  Company)
================================================================================================

                                                   Cumulative
                                                      Amounts
                                                    From  the
                                                    Start  of
                                                  Development
                                                    Stage  on
                                                      May  1,
                                                     2000  to           Year Ended April 30
                                                    April 30,   --------------------------------
                                                         2001       2001        2000       1999
--------------------------------------------------------------  ---------  ----------  ---------
<S>                                                <C>          <C>        <C>         <C>

CASH FLOWS
FROM OPERATING ACTIVITIES
  Loss for the period                              $  (92,614)  $(92,614)  $(187,526)  $(94,464)
  Items not involving cash:
    Amortization                                       20,000     20,000           -          -
    Write-off of loan receivable                            -          -     104,873          -

  Change in non-cash working capital items:
    Increase in receivable                               (681)      (681)          -          -
    Increase (decrease) in accounts payable            (5,039)    (5,039)     13,660      5,080
    Increase in due to related parties                 19,975     19,975      65,300     44,600
                                                   -----------  ---------  ----------  ---------

  Cash used in operating activities                   (58,359)   (58,359)     (3,693)   (44,784)
                                                   -----------  ---------  ----------  ---------

CASH FLOWS
FROM FINANCING ACTIVITIES
  Issuance of capital stock                            65,000     65,000           -          -
                                                   -----------  ---------  ----------  ---------

  Cash provided by financing activities                65,000     65,000           -          -
                                                   -----------  ---------  ----------  ---------

CASH FLOWS
FROM INVESTING ACTIVITIES
  Loan receivable                                           -          -         700     (1,000)
                                                   -----------  ---------  ----------  ---------

  Cash provided by (used in) investing activities           -          -         700     (1,000)
                                                   -----------  ---------  ----------  ---------

INCREASE (DECREASE) IN CASH FOR THE PERIOD              6,641      6,641      (2,993)   (45,784)

CASH, BEGINNING OF PERIOD                                 299        299       3,292     49,076
                                                   -----------  ---------  ----------  ---------

CASH, END OF PERIOD                                $    6,940   $  6,940   $     299   $  3,292
================================================================================================

CASH PAID FOR INCOME TAXES                         $        -   $      -   $       -   $      -
================================================================================================

CASH PAID FOR INTEREST                             $        -   $      -   $       -   $      -
================================================================================================

SUPPLEMENTAL  DISCLOSURE  WITH  RESPECT  TO  CASH  FLOWS  (Note  6)
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -31-
<PAGE>
<TABLE>
<CAPTION>
INSIDE  HOLDINGS  INC.
(formerly  Coast  Falcon  Resources  Ltd.)
STATEMENT  OF  SHAREHOLDERS'  EQUITY
 (Expressed  in  Canadian  Dollars)
(A  Development  Stage  Company)
========================================================================================================

                                         Common        Common        Deficit
                                         Shares        Shares    Accumulated
                                     Issued and    Issued and         During
                                     Fully Paid    Fully Paid    Development
                                        (Number)      (Amount)         Stage       Deficit       Total
-----------------------------------  -----------  ------------  -------------  ------------  ----------
<S>                                  <C>          <C>           <C>            <C>           <C>


Balance, April 30, 1998                 488,235   $  3,163,181  $          -   $(3,044,438)  $ 118,743
  Cancellation of shares                   (635)             -             -             -           -
  Loss for the year                           -              -             -       (94,464)    (94,464)
                                     -----------  ------------  -------------  ------------  ----------

Balance, April 30, 1999                 487,600      3,163,181             -    (3,138,902)     24,279
  Loss for the year                           -              -             -      (187,526)   (187,526)
                                     -----------  ------------  -------------  ------------  ----------

Balance, April 30, 2000                 487,600      3,163,181             -    (3,326,428)   (163,247)
  Shares issued for cash                650,000         65,000             -             -      65,000
  Shares issued for debt settlement   3,500,000        140,513             -             -     140,513
  Loss for the year                           -              -       (92,614)            -     (92,614)
                                     -----------  ------------  -------------  ------------  ----------

Balance, April 30, 2001               4,637,600   $  3,368,694  $    (92,614)  $(3,326,428)  $ (50,348)
=======================================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -32-
<PAGE>
INSIDE  HOLDINGS  INC.
(formerly  Coast  Falcon  Resources  Ltd.)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  Canadian  Dollars)
(A  Development  Stage  Company)
APRIL  30,  2001
================================================================================

1.   NATURE  AND  CONTINUANCE  OF  OPERATIONS

     The  Company was formed under the laws of the province of British Columbia,
     Canada,  on  July  7,  1992  pursuant  to  a  statutory amalgamation of two
     predecessor companies previously engaged in the exploration and development
     of  mineral  resource  properties  in  Canada.  The  balance  sheets of the
     predecessor  companies  were  carried  over  at  historical cost. Effective
     October  6,  2000,  the  Company  changed  governing  jurisdiction from the
     province  of  British  Columbia  to  the  Yukon.

     Since  the  date of formation, the Company raised additional private equity
     capital  to  settle  certain  indebtedness  and  for the further purpose of
     exploring  new  lines  of  business. All costs associated with identifying,
     researching  and  negotiating with prospective businesses have been charged
     to  earnings  in  the  year  they  were  incurred.

     On  May 1, 2000, the Company purchased 400 registered internet domain names
     each ending with the suffix "inside.com" from a privately held company (the
     "Vendor"). Total purchase consideration consists of a note in the amount of
     $40,000  payable  without interest on the earlier of; (1) the date on which
     the  Company  is  in  receipt of proceeds totaling $40,000 from the sale or
     lease  of  any of its domain names; (2) the date on which the Company is in
     receipt  of  proceeds  exceeding $200,000 from the sale and issue of common
     shares;  and  (3)  June 30, 2001. In addition, the Company agrees to pay to
     the  Vendor  a  royalty  over five years equal to 15% of the gross proceeds
     received  from the sale or lease of any of its domain names to a maximum of
     $1  million.  The  Company intends to carry on the business of developing a
     network  of  affiliated  destination  web  sites for transacting e-commerce
     within  several  industry  segments  under  a  singular  brand.

     As  a consequence of the agreement and the Company's plans, these financial
     statements have been prepared to reflect a new development stage commencing
     on  May  1,  2000.

     The  Vendor  is  a  related  party  by  virtue  of  common share ownership.

     The  Company carried out a reorganization to reflect its change in business
     as  previously  described.  Changes  include  changing  the Company's name,
     changing  the  management  and  the  board  of  directors, and changing the
     governing  jurisdiction from the province of British Columbia to the Yukon.
     The  Company's  capital  stock  was consolidated on a 10:1 basis (net). All
     share  and  all  per  share amounts prior to the date of consolidation have
     been  retroactively restated to reflect the consolidation. Company debts in
     the  amount  of  $140,513  were  settled  by  the  issuance  of  3,500,000
     post-consolidation  common  shares.  The  Company  issued  650,000
     post-consolidation  common  shares  for  proceeds  of  $65,000.

     The Company's financial statements have been presented on the basis that it
     is  a  going  concern, which contemplates the realization of assets and the
     satisfaction  of  liabilities  in  the  normal  course  of  business.

     As  at  April  30,  2001,  the  Company had a working capital deficiency of
     $(70,348)  and  has  incurred  losses  of $92,614 from the start of its new
     development  stage  on  May  1,  2000  to  April  30,  2001.

     The  Company's  ability  to  continue as a going concern is dependant upon,
     among  other  things,  its  ability  to  raise  additional  capital  and
     successfully  develop  the  new line of business, which is not assured. The
     financial  statements do not include any adjustments that might result from
     the  outcome  of  this  uncertainty.


                                      -33-
<PAGE>
INSIDE  HOLDINGS  INC.
(FORMERLY  COAST  FALCON  RESOURCES  LTD.)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  Canadian  Dollars)
(A  Development  Stage  Company)
APRIL  30,  2001
================================================================================

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     In  preparing  these  financial  statements, management is required to make
     estimates  and  assumptions  that affect the reported amounts of assets and
     liabilities  and the disclosure of contingent assets and liabilities at the
     date  of  the  financial statements and the reported amount of revenues and
     expenses  for  the  year.  Actual  results  in  the future periods could be
     different from these estimates made in the current year. The following is a
     summary  of  the  significant  accounting  policies  of  the  Company.

     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  amount of assets and liabilities,
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and  the  reported  amount  of revenues and expenses
     during  the  period.  Actual  results  could  differ  from these estimates.

     FINANCIAL  INSTRUMENTS

     The  Company's  financial instruments consist of cash, receivable, accounts
     payable  and  accrued  liabilities  and  due  to  related  parties.  Unless
     otherwise  noted,  it  is management's opinion that the fair value of these
     financial  instruments approximate their carrying values and the Company is
     not  exposed  to significant interest currency or credit risks arising from
     these  financial instruments. The fair value of these financial instruments
     approximate  their  carrying  values,  unless  otherwise  noted.

     INTELLECTUAL  PROPERTY

     Intellectual property is recorded at cost and is amortized over two years.

     INCOME  TAXES

     Future  income taxes are recorded for using the asset and liability method.
     Under the asset and liability method, future tax assets and liabilities are
     recognized  for  the  future  tax  consequences attributable to differences
     between  the  financial  statement  carrying amounts of existing assets and
     liabilities  and  their  respective  tax  bases.  Future  tax  assets  and
     liabilities  are  measured using enacted or substantively enacted tax rates
     expected  to apply when the asset is realized or the liability settled. The
     effect  on  future  tax  assets and liabilities of a change in tax rates is
     recognized  in income in the period that substantive enactment or enactment
     occurs.  To  the  extent  that  the Company does not consider it to be more
     likely  than  not  that a future tax asset will be recovered, it provides a
     valuation  allowance  against  the  excess.

     LOSS  PER  SHARE

     Basic  loss  per  share  is calculated using the weighted average number of
     common  shares  outstanding  during  the  year.

     SEGMENTED  INFORMATION

     The  Company  currently  conducts  its operations in Canada in one business
     segment.


                                      -34-
<PAGE>
INSIDE  HOLDINGS  INC.
(FORMERLY  COAST  FALCON  RESOURCES  LTD.)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  Canadian  Dollars)
(A  Development  Stage  Company)
APRIL  30,  2001
================================================================================

3.   INTELLECTUAL  PROPERTY

     ====================================================
                                           Net Book Value
                                          ---------------
                             Accumulated
                    Cost    Amortization    2001    2000
     ----------------------------------------------------

     Domain names  $40,000  $      20,000  $20,000  $   -
     ====================================================

4.   DUE  TO  RELATED  PARTIES

<TABLE>
<CAPTION>
     ==================================================================================
                                                                       2000      1999
     ----------------------------------------------------------------------------------
<S>                                                                   <C>      <C>

     Due to a company controlled by directors of the Company.         $24,075  $144,613

     Due June 30, 2001 and secured on the intellectual property to a
     company controlled by directors of the Company                    40,000         -
                                                                      -------  --------

                                                                      $64,075  $144,613
     ==================================================================================
</TABLE>

     Unless  otherwise  noted,  amounts  due to related parties are non-interest
     bearing  and  unsecured  with  no  fixed  terms  of  repayment.

     The  fair  value  of amounts due to related parties are not determinable as
     they  have  no  specific  repayment  terms.

5.   INCOME  TAXES

     Income  tax  expense  varies  from  the  amount  that  would be computed by
     applying the combined federal and provincial income tax rate of 44.6% (2000
     -  45.6%;  1999  -  45.6%)  to  income  before  income  taxes  as  follows:

<TABLE>
<CAPTION>
======================================================================================
                                                          2001        2000       1999
--------------------------------------------------------------------------------------
<S>                                                   <C>        <C>         <C>

Loss before income taxes recovery                     $(92,614)  $(187,526)  $(94,464)
======================================================================================

Expected income taxes recovered                       $(41,324)  $ (85,549)  $(43,094)
Tax effect of expenses not deducted for income tax       8,924           -          -
purposes
Unrecognized benefit of net operating losses carried
forward                                                 32,400      85,849     43,094
                                                      ---------  ----------  ---------

Actual income taxes recovery                          $      -   $       -   $      -
======================================================================================
</TABLE>


                                      -35-
<PAGE>
INSIDE  HOLDINGS  INC.
(FORMERLY  COAST  FALCON  RESOURCES  LTD.)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  Canadian  Dollars)
(A  Development  Stage  Company)
APRIL  30,  2001
================================================================================


5.   INCOME  TAXES  (cont'd...)

     The significant components of the Company's future income tax assets are as
     follows:

     =======================================================================
                                                         2001        2000
     -----------------------------------------------------------------------

     Future tax assets:
      Intellectual property                            $  8,924   $       -
      Non-capital loss carry forwards                    32,400     267,467
                                                       ---------  ----------

     Net future tax assets before valuation allowance    41,324     267,467
     Less valuation allowance                           (41,324)   (267,467)
                                                       ---------  ----------

     Net future tax assets                             $      -   $       -
     =======================================================================

     The  Company has losses carried forward for income tax purposes of $72,614,
     which  can  be  applied  against  future  years  taxable  income. Losses of
     approximately  $586,280,  incurred  prior  to May 1, 2000, have expired and
     cannot be applied against future income. These losses have expired due to a
     change  in  control of the Company as well as a change in the core business
     of  the  Company,  in  accordance  with  the  Income  Tax  Act  of  Canada.


6.   SUPPLEMENTAL  DISCLOSURE  WITH  RESPECT  TO  CASH  FLOWS

     The following non-cash investing and financing transactions occurred during
     the  year  ended  April  30,  2001:

     a)   The  Company  issued 3,500,000 shares to settle debts in the amount of
          $140,513.

     b)   The Company issued to a related party, a note payable in the amount of
          $40,000 for the purchase of the intellectual property during the year.

     There  were  no  significant non-cash transactions for the year ended April
     30,  2000  and  1999.


7.   RELATED  PARTY  TRANSACTIONS

     The  Company  entered  into the following transactions with related parties
     during  the  year  ended  April  30,  2001:

     a)   Paid or accrued $30,000 (2000 - $30,000; 1999 - $30,000) in management
          fees  to  a  company  controlled  by  directors  of  the  Company.

     b)   Paid  or accrued $7,500 (2000 - $30,000; 1999 - $30,000) in consulting
          fees  to  a  significant  shareholder  of  the  Company.

     These  transactions  were  in  the  normal  course  of  operations and were
     measured  at  the  exchange  amount,  which  is the amount of consideration
     established  and  agreed  to  by  the  related  parties.


                                      -36-
<PAGE>
INSIDE  HOLDINGS  INC.
(FORMERLY  COAST  FALCON  RESOURCES  LTD.)
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  Canadian  Dollars)
(A  Development  Stage  Company)
APRIL  30,  2001
================================================================================

8.   COMMITMENT

     The Company entered into a Management Agreement dated August 1, 2000 with a
     director  of  the Company, whereby the Company shall pay management fees of
     $2,500  per  month  for  a  period  of  one  year.


9.   DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES  GENERALLY  ACCEPTED
     ACCOUNTING  PRINCIPLES

     These  financial statements have been prepared in accordance with generally
     accepted  accounting  principles in Canada. These financial statements also
     comply,  in  all  material  respects,  with accounting principles generally
     accepted  in  the  United  States  and  the  rules  and  regulations of the
     Securities  and  Exchange  Commission.

     NEW  UNITED  STATES  ACCOUNTING  STANDARDS

     Accounting  for  derivative  instruments  and  hedging  activities

     In  June  1998,  the  FASB  issued  SFAS No. 133 "Accounting for Derivative
     Instruments  and  Hedging  Activities"  which  establishes  accounting  and
     reporting  standards for derivative instruments and for hedging activities.
     SFAS  133  is  effective  for all fiscal quarters of fiscal years beginning
     after  June  15,  1999. In June 1999, the FASB issued SFAS 137 to defer the
     effective  date  of  SFAS  133 to fiscal quarters of fiscal years beginning
     after June 15, 1999. In June 2000, the FASB issued SFAS No. 138, which is a
     significant amendment to SFAS 133. The Company does not anticipate that the
     adoption  of  these  statements  will  have  a  significant  impact  on its
     financial  statements.

     Comprehensive  income

     SFAS No. 130, "Reporting Comprehensive Income", addresses standards for the
     reporting  and  display  of  comprehensive  income  and  its  components.

     Comprehensive  income  includes  net income and other comprehensive income.
     Other  comprehensive income represents revenues, expenses, gains and losses
     that  are  excluded  from  net  income  under generally accepted accounting
     principles.

     For  the  years  ended  April  30, 2001, 2000 and 1999, there were no other
     items  of  comprehensive  income.


                                      -37-
<PAGE>
ITEM  19.  EXHIBITS

The  following  exhibits to this Annual Report are attached by reference to Item
19.  "EXHIBITS" of the Company's Registration Statement on Form 20-F dated March
23,  2001.

1.1*     Amalgamation  Agreement  dated February 26, 1992 between McConnell-Peel
         Resources  Ltd.  and  Sheba  Copper  Mines  Limited

1.2*     Amendment  to  the  Memorandum  dated  September  11, 2000 changing the
         Company's  name,  consolidating,  subdividing  and  increasing  its
         authorized  capital.

1.3*     Certificate  of  Change  of  Name  dated  September  11,  2000.

1.4*     The  Articles  of  Continuance  of  the  Company dated October 6, 2000.

1.5*     Bylaws  of  the  Company

1.6*     Certificate  of  Continuance  dated  October  6,  2000.

2.1*     Specimen  Share  Certificate.

4.1*     Assignment  and  Settlement  Agreement  dated July 31, 2000 between the
         Company, Vernon Meyer, WMC Equities Inc., Petersen Management Inc. and
         Pemcorp  Management  Inc.

4.2*      Settlement  Agreement  dated  July  31,  2000  between the Company and
          Pemcorp  Management  Inc.

4.3*      Asset  Purchase  Agreement  dated May 1, 2000 between 596319 B.C. Ltd.
          and  the  Company.

4.4*      Management  Agreement  dated  August  1,  2000 between the Company and
          Pemcorp  Management  Inc.

*  These  exhibits  were  previously  filed  with  the SEC on March 23, 2001, as
exhibits  to  the Company's registration statement on Form 20-F, as amended, and
are  incorporated  herein  by  reference.


                                      -38-
<PAGE>
                                   SIGNATURES

The Company hereby certifies that it meets all of the requirements for filing on
Form  20-F  and  that  it has duly caused and authorized the undersigned to sign
this  Annual  Report  on  its  behalf.


     INSIDE  HOLDINGS  INC.



By:       /s/  Leonard  Petersen
        -------------------------
Name:   Leonard  Petersen
Title:  President  &  Director

Dated:    September 20, 2001
      ---------------------------


                                      -39-
<PAGE>