WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                             COMMISSION FILE NUMBER
                                     0-26703

                              ALPHACOM CORPORATION
           ---------------------------------------------------------
           (Exact name of the registrant as specified in its charter)

           DELAWARE                                              98-0206030
-------------------------------                           ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
Incorporation or organization)                             Identification No.)


                             3044 Bloor Street West
                                   Suite 210,
                                Toronto, Ontario
                                 Canada M8X 2Y8
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (416) 927-7000
                         -------------------------------
                         (Registrant's telephone number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE

SECURITIES REGISTERED PURSUANT SECTION 12(g) OF THE EXCHANGE ACT:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

     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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.

     Issuer's revenues for the fiscal year ended December 31, 2001: $0.

     As of March 26, 2002,  approximately  44,400,000  shares of Common Stock of
the issuer were  outstanding and the aggregate market value of the voting common
stock held by non-affiliates, was approximately $55,500.

         Transitional Small Business Disclosure Format: Yes [ ] No [X]

         Documents incorporated by reference: NONE

<PAGE>

                                Table of Contents

                                                                            Page

PART I.........................................................................1
   Item 1.  DESCRIPTION OF BUSINESS............................................1
   Item 2.  DESCRIPTION OF PROPERTY............................................3
   Item 3.  LEGAL PROCEEDINGS..................................................3
   Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................3
PART II........................................................................3
   Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........4
   Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........4
   Item 7.  FINANCIAL STATEMENTS...............................................4
   Item 8.  CHANGES IN, AND DISAGREEMENTS WITH, ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE...........................................6
PART III......................................................................14
   Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT........14
   Item 10. EXECUTIVE COMPENSATION............................................14
   Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....16
   Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................17
   Item 13. EXHIBITS, LISTS AND REPORTS ON FORM 8-K...........................18



FORWARD-LOOKING STATEMENTS

Some of the statements  contained in this Report  discuss  future  expectations,
contain  projections  of results of operations  or financial  condition or state
other  "forward-looking"   information.   Those  statements  include  statements
regarding  the  intent,  belief or current  expectations  of the Company and its
management   team.   Prospective   investors   are   cautioned   that  any  such
forward-looking  statements are not guarantees of future performance and involve
risks and  uncertainties,  and that actual  results may differ  materially  from
those projected in the forward-looking statements. These risks and uncertainties
include but are not limited to, those risks and  uncertainties set forth in this
Report.  In light of the  significant  risks and  uncertainties  inherent in the
forward-looking  statements  included  in this  Report,  the  inclusion  of such
statements  should not be regarded as a representation by us or any other person
that our objectives and plans will be achieved.

                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

     AlphaCom  Corporation  ("AlphaCom"  or  alternatively,  the  "Company"),  a
Delaware Corporation,  incorporated in 1997, is a marketing distribution Company
operating  in the  distribution  of  software  programs  to  assist  non-English
speaking students in learning English for the world market excluding the Peoples
Republic of China.  The  Company has  withdrawn  from the  specialty  publishing
business at the end of 2000.  The Company's  primary  focus is  partnering  with
software  distributors  to  build  the  educational  English  Language  Learning
software distribution business through multiple channels.

     The Company maintains its executive offices at 3044 Bloor Street West, Ste.
210, Toronto, Ontario, Canada M8X 2Y8. Previously,  the Company was a subsidiary
of Lingo Media Inc. ("LMI") (formerly Alpha Communications Corp.) located at 151
Bloor St. West, Suite 890,  Toronto,  Ontario M5S 1S4. On May 28, 2001,  1476848
Ontario Inc. acquired 43,290,000 shares of the Company from LMI and is presently
the majority shareholder.

     The Company  was  incorporated  in December  1997.  In  September  2000 the
Company  commenced  trading on the Over the  Counter  Bulletin  Board  under the
symbol  "AHMC".  The  Company  was  originally  incorporated  for the purpose of
assembling  the capital and  management  resources  required  to  duplicate  the
strategy of LMI, as regards to the specialty  publishing  business in the United
States marketplace.  As of December 31, 2000, the Company changed its focus from
sales of  promotional  publications  to  distribution  and  marketing of English
language learning software programs.

     The new  management,  after  acquiring  the Company as of May 28, 2001,  is
continuing  the  business of  marketing  and  distribution  of English  Language
Learning  software  programs.  The  Company is actively  seeking  new  financing
opportunities  and  possibilities  to partner with new software  distributors to
build the educational English Language Learning software distribution  business.
To date, the Company (i) has defined the market opportunities for the Company in
the educational language learning software distribution business; and (ii) is in
the process of assembling a staff with  knowledge and experience in the software
distribution industry.

     During  the  present  quarter,  the  Company  signed  a  new  international
distribution agreement for an English language learning software product line in
replacement of another product line.

     The Company will have to raise  additional  funds in the next twelve months
to pursue its business  strategy.  Currently the Company is being funded through
cash  advances  from its  parent  company,  1476848  Ontario  Inc.  There are no
specific  terms of  repayment  and the advances are  non-interest  bearing.  The
Company is reviewing  various  alternatives  to allow it to continue  operations
including new financing, merger opportunities or an outright sale.

Employees

     William A. Montgomery serves as the Company's only employee.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The  Company  maintains  offices  at 3044  Bloor  Street  West,  Suite 210,
Toronto, Ontario Canada M8X 2Y8.

ITEM 3.  LEGAL PROCEEDINGS.

         None.

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

         None.
<PAGE>

                                    PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The  Company's  common  stock,  par value  $0.001  per share  (the  "Common
Stock"),  is traded on the OTC Bulletin Board market under the symbol "AHMC". On
March 26,  2002,  the closing bid price of the Common  Stock was $.05 per share.
The Common Stock is traded sporadically and no established liquid trading market
currently exists therefor.

     The following table  represents the range of the high and low price for our
Common Stock on the OTC Bulletin  Board for each fiscal quarter for the last two
fiscal years ending December 31, 2000 and 2001,  respectively.  These quotations
represent prices between dealers, may not include retail markups,  markdowns, or
commissions and may not necessarily represent actual transactions.

           Year 2000 Quarter            High            Low
          -------------------          ------          -----
           Third Quarter                .38             .25
           Fourth Quarter               .38             .25

           Year 2001 Quarter            High            Low
          -------------------          ------          -----
           First Quarter                4.00            .38
           Second Quarter              20.00            .30
           Third Quarter               10.00           1.20
           Fourth Quarter               6.00           1.50

Holders

     As of December 31, 2001, there were  approximately 200 holders of record of
the Common Stock.

DIVIDEND POLICY

     The Company has not paid any cash  dividends on the Common Stock and has no
present  intention  to declare or pay cash  dividends on the Common Stock in the
foreseeable  future.  The Company  intends to retain any  earnings  which it may
realize in the foreseeable future to finance its operations.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward Looking Statements

     This report contains forward looking  statements  within the meaning of the
Private Securities Litigation Reform Act of 1995, including statemetns regarding
our plans,  objectives,  expectations  and  intentions.  Although we believe the
statemetns and projections are based upon reasonable assumptions, actual results
may differ from those that we have projected.

Overview

     The  Company  is  a  marketing   distribution   company  operating  in  the
distribution of software programs.

Comparison of Operating  Results For Year Ended  December 31, 2001 To Year Ended
December 31, 2000

     The Company's  revenues decreased from $194,667 for the year ended December
31, 2000 to $0 for the year ended December 31, 2001. The decrease in revenues is
attributable to the Company's decreased operations and the change in management.

Gross profit  decreased  from $30,444 for the year ended December 31, 2000 to $0
for the year ended December 31, 2001.

     General and  administrative  expenses  decreased  from $84,419 for the year
ended December 31, 2000 to $49,623 for the year ended December 31, 2001 prior to
accounting  for a cost  recovery  of  $95,535  for  general  and  administrative
expenses for the year ended December 31, 2001  attributable to the assumption of
liabilities  by Lingo Media Inc. in the amount of $68,910 and  forgiveness  of a
loan by Lingo  Media Inc. in the amount of $29,625,  both in  connection  with a
share purchase agreement. Management service expenses decreased from $28,500 for
the year ended December 31, 2000 to $2,500 for the year ended December 31, 2001.

     Net earnings (loss) increased $102,887 from a net loss of ($53,975) for the
year ended  December  31,  2000 to net  earnings  of $48,912  for the year ended
December 31, 2001.  The increase in net earnings is due to the cost  recovery of
$98,535 for the year ended December 31, 2001  attributable  to the assumption of
liabilities  by Lingo Media Inc. in the amount of $68,910 and  forgiveness  of a
loan by Lingo  Media Inc. in the amount of $29,625,  both in  connection  with a
share purchase agreement.

     As of December 31, 2001, the Company's accumulated deficit was $130,764.

Liquidity and Capital Resources

     For the year ended  December 31, 2001,  the Company has not generated  cash
flow from its operations.  Consequently, the Company has been dependent upon its
parent company, 1476848 Ontario Inc., to fund its cash requirements.

     As of  December  31,  2001,  the  Company  had cash of $83,  net  sales tax
receivable of $492, and a working capital deficit of $20,068. As of December 31,
2001, the Company had no outstanding debt other than ordinary trade payables and
advances from 1476848 Ontario Inc.

     The Company's parent company,  1476848 Ontario Inc., is seeking a merger or
sale of its Company stock so that  sufficient  working  capital will be obtained
from operations to meet the Company's obligations.
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

     The audited financial statements, together with the independent accountants
report  thereon  of  Weisbrod  Goldmacher  LLP  appears  herein.  See  financial
statements beginning on page F-1 of this report.

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

     In March 2002, the client-auditor relationship between AlphaCom Corporation
(the  "Company")  and KPMG LLP  ("KPMG")  ceased  as KPMG was  dismissed  as the
Company's auditor.

     To the knowledge of the Company's current Board of Directors, KPMG's report
of the financial  statements of the  Registrant for the years ended December 31,
1999 and  December 31, 2000 and any related  interim  period did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty,  audit scope or accounting principles during the fiscal years ended
December  31,  1999 and  December  31, 2000 except that the opinion for the year
ended December 31, 2000 contained a going concern paragraph.

     During the audit of the Company's financial  statements for the years ended
December  31, 1999 and  December  31,  2000 and any  subsequent  interim  period
through  the date of  dismissal,  KPMG did not have any  disagreements  with the
Company on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

The Company decided not to reappoint KPMG as its independent accountant.

     The decision to change  accountants was approved by the Registrant's  Board
of Directors; and

     There were no disagreements  related to accounting  principles or practices
auditing scope or procedure  during the fiscal years ended December 31, 1999 and
December 31, 2000 and the interim period through March 2002.

     In March 2002,  the  Registrant  engaged  Weisbrod  Goldmacher,  LLP as its
independent  accountants for the fiscal year ended December 31, 2001. During the
most recent  fiscal year and any  subsequent  interim  period  prior to engaging
Weisbrod  Goldmacher,  the  Company  did not consult  with  Weisbrod  Goldmacher
regarding  either (i) the  application  of accounting  principals to a specified
transaction,  either  completed or proposed;  or the type of audit  opinion that
might be rendered on the Company's financial statements; or (ii) any matter that
was  either  the  subject  matter  of  a   disagreement   (as  defined  in  Item
304(a)(1)(iv)  of Regulation S-K and the related  instructions)  or a reportable
event (as defined in Item 304(a)(1)(v) of Regulation S-K).  Weisbrod  Goldmacher
has reviewed the disclosure required by Item 304(a) before it was filed with the
Commission  and has been provided an  opportunity  to furnish the Company with a
letter   addresssed  to  the   Commission   containing   any  new   information,
clarification of the Company's expression of its views, or the respects in which
it does not agree with the  statements  made by the  Company in response to Item
304(a). Weisbrod Goldmacher did not furnish a letter to the Commission.

     The Company has requested that KPMG review the disclosure and KPMG has been
given an opportunity to furnish the  Registrant  with a letter  addressed to the
Commission  containing  any  new  information,  clarification  of the  Company's
expression  of its  views,  or the  respect  in which it does not agree with the
statements  made by the  Company  herein.

                                   PART III.

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

     The following table sets forth information concerning each of the directors
and executive officers of the Company:

Names                     Age    Position
-----                     ---    --------

William A. Montgomery     42   President, CEO, Secretary and Director

Paul Munson               29   Chief Technology Officer and Director

Henri De StClair          65   Director


CURRENT OFFICERS AND DIRECTORS

     William A. Montgomery has served as the Company's President, CEO, Secretary
and Director  since May 2001. Mr.  Montgomery has served as the President,  CEO,
Secretary and Director of Web  Interchange,  Inc.  since 1998.  Web  Interchange
provides   consulting   services  to  the  software   and  internet   industries
specifically in data sales and opt-in list development,  in addition to managing
a B2B Internet  search  engine.  Prior  thereto,  beginning in November 1997, he
served as vice president of GlobalServe Communications  (Mississauga,  Canada) a
national  internet  service  provider  with  customers in fifteen  cities across
Canada. From April 1995 through November 1997, Mr. Montgomery was vice president
of sales at Virtual  Solutions,  Inc. His  responsibilities  with the Registrant
will  include  overseeing  sales and  marketing,  strategic  planning,  business
development and management of operations.

     Paul Munson - Chief Technology Officer and Director. Paul Munson has served
as the Company's  Chief  Technology  Officer and Director since May 2001. He has
managed web site application and development, and back-end database programming.
From October 1997 through  February 1999, Mr. Munson worked with Mr.  Montgomery
at GlobalServe  Communications  as its web  administrator.  Prior  thereto,  Mr.
Munson was employed with Computan  Corp.  (Thorold,  Canada) as a web master and
has provided  technical support to Computan Corp. Before joining Computan Corp.,
he  completed a  certificate  course in  electronic  engineering  technology  at
Sheridan  College in Toronto.  Mr. Munson will be responsible for developing the
Registrant's  corporate web presence and  localizing the  web-learning  software
that the Registrant is planning to distribute in international markets.

     Henri De  StClair -  Director.  Henri De  StClair  has served as a Director
since May 2001.  Prior to 1995,  he was a  consultant  to a number of  marketing
companies  in the  software  and  internet  fields  in North  America  including
Software  Gaming,  Inc. and Millennium  Incorporated.  Mr. De StClair was also a
lead investor in a number of ground breaking  internet related  companies,  most
notably the first nationwide Canadian internet service provider, GLCT, Inc., and
one of the first internet-based medical database management compnies, Healthlink
Communications.  In  addition to his  position  as a member of the  Registrant's
board of directors, he will serve as an advisor to the Registrant.
<PAGE>

     There are no  arrangements or  understandings  pursuant to which any person
has been  elected as a director or executive  officer of the Company.  Directors
are elected  annually by the  stockholders and hold office until the next annual
meeting of  stockholders  or until their  respective  successors are elected and
qualified.  Executive  officers are elected by the Board of  Directors  and hold
office until their respective successors are elected and qualified.  There is no
family relationship among any directors or executive officers of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Securities  Exchange Act of 1934,  as amended,  (the
"Exchange Act") requires the Company's executive officers, directors and persons
who  beneficially  own greater than 10% of a registered  class of the  Company's
equity  securities  to file certain  reports  ("Section  16  Reports")  with the
Securities  and Exchange  Commission  with  respect to ownership  and changes in
ownership of the Common Stock and other equity securities of the Company.  Based
solely on the  Company's  review of the  Section  16  Reports  furnished  to the
Company,  all Section 16(a) requirements  applicable to its officers,  directors
and greater than 10% beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION.

     The following table summarizes all  compensation  awarded to, earned by, or
paid to the President of the Company for services  rendered in all capacities to
the  Company  for  each of the  Company's  last  three  fiscal  years.

                           SUMMARY COMPENSATION TABLE


<TABLE>
                                             Annual                        Long-Term
                                          Compensation                Compensation Awards
                                --------------------------------   --------------------------
        Payouts
                                                       Other       Securities
Name and                                               Annual      Underlying       All Other
Principal                       Salary      Bonus   Compensation     Options       Compensation
Position                Year      ($)        ($)        ($)            (#)             ($)
---------               ----    ------      -----   ------------   ----------      ------------
<S>                   <C>       <C>         <C>     <C>            <C>             <C>

William A. Montgomery   2001       $0       - 0 -       N/A            N/A             N/A
President, CEO and
Secretary
Michael P. Kraft        2001       $0       - 0 -       N/A            N/A             N/A
President, CEO &        2000       $0       - 0 -       N/A            N/A             N/A
Secretary               1999       $0       - 0 -       N/A            N/A             N/A

</TABLE>

COMPENSATION OF DIRECTORS

     There is no arrangement for the cash compensation of directors.

EMPLOYMENT AGREEMENTS

     There are currently no employment agreements between the Company and any of
its named executive officers.
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table sets forth certain  information  as of April 12, 2001
with respect to the number of shares of the Common Stock  beneficially owned by:
(i) each  person  known to the Company to be the  beneficial  owner of more than
five percent of the Common Stock; (ii) each of the directors of the Company; and
(iii) all of the  directors  and  executive  officers of the Company as a group.
Except  as  otherwise  indicated,  each such  stockholder  has sole  voting  and
investment  power  with  respect  to  the  shares  beneficially  owned  by  such
stockholder.  A person is deemed to  beneficially  own a  security  if he has or
shares the power to vote or dispose of the  security or has the right to acquire
it within 60 days.

                                    AMOUNT AND NATURE
                                     OF BENEFICIAL               PERCENT OF
NAME AND ADDRESS                       OWNERSHIP(1)                CLASS
---------------------------------------------------------------------------
1476848 Ontario, Inc.(2)......        43,290,000                   97.5%

William A. Montgomery(3)......        43,290,000                   97.5%

Paul Munson...................                 0                      *

Henri De StClair..............                 0                      *


*       Less than one percent.

(1)  Beneficial  ownership has been  determined in accordance with Rule 13d-3 of
     the  Securities  Exchange Act of 1934, as amended.  Generally,  a person is
     deemed  to be the  beneficial  owner of a  security  if he has the right to
     acquire  voting  or  investment  power  within  60 days of the date of this
     Registration Statement.

(2)  The address of 1476848 Ontario,  Inc. is 3044 Bloor Street West, Suite 210,
     Toronto, Ontario M8X 2Y8.

(3)  William A. Montgomery is the beneficial  owner of shares owned of record by
     1476848 Ontario, Inc.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company had borrowed and owes its parent  company $8,563 as of December
31, 2001.


<PAGE>

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

(a)(1)   Financial Statements:

     The following  Financial  Statements of the Company are included in of this
report.

     Report of Weisbrod Goldmacher, LLP

     Notes to Financial Statements

(a)(2)   Exhibits:

         The following exhibits are included in this report:

 Exhibit                                Description
--------------------------------------------------------------------------------

     2.1  Certificate of Incorporation of the Company (incorporated by reference
          Company's Form 10-SB filed with the Securities and Exchange Commission
          on July 14, 1999).

     2.2  Certificate of Incorporation of the Company (incorporated by reference
          Company's  Form  10-SB  filed  with 2.2 the  Securities  and  Exchange
          Commission on July 14, 1999).

     2.3  By-Laws of the Company (incorporated by reference Company's Form 10-SB
          filed with the  Securities  and 2.3  Exchange  Commission  on July 14,
          1999).

     4.1  Form of Common Stock Certificate  (incorporated by reference Company's
          Form 10-SB filed with the 4.1  Securities  and Exchange  Commission on
          July 14, 1999).


     10.1 Operating  Agreement  between the Registrant and Alpha  Communications
          Corp.,  dated December 17, 1998  (incorporated by reference  Company's
          Form 10-SB filed with the Securities  and Exchange  Commission on July
          14, 1999).

--------------------------------------------------------------------------------

(b)  Reports on Form 8-K:

     The Company did not file any reports on Form 8-K during the fourth  quarter
ended December 31, 2001.
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


ALPHACOM CORPORATION

By:  /s/ William  A. Montgomery
-----------------------------
William  A. Montgomery
President, CEO and a Director

March 31, 2002

     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

/s/ William  A. Montgomery
----------------------------
William  A. Montgomery
President, CEO and Director                       Dated: March 31, 2002


/s/ Paul Munson
----------------------------
Paul Munson
Chief Technology Officer and Director             Dated: March 31, 2002


/s/ Henri De StClair
----------------------------
Henri De StClair
Director                                          Dated:  March 31, 2002



<PAGE>


                              ALPHACOM CORPORATION

                                      INDEX

                                                             Page

 Auditors' Report                                              1
 Balance Sheet                                                 2
 Statement of Earnings and Deficit                             3
 Statement of Cash Flows                                       4
 Notes to Financial Statements                               5 - 6


<PAGE>


                                AUDITOR'S REPORT




TO THE SHAREHOLDERS OF:
ALPHACOM CORPORATION

We have audited the balance sheet of Alphacom Corporation as at December 31,2001
and the statements of earnings,  deficit and cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

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

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial  position of the Company as at December 31,2001 and the
results  of its  operations  and its  cash  flows  for the  year  then  ended in
accordance with generally accepted accounting principles in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  note 2 to the
financial statements,  the Company has suffered recurring losses from operations
that raise  substantial  doubt about its ability to continue as a going concern.
Management's  plans in regard to these matters are also described in note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.




TORONTO, Canada                                     Weisbrod Goldmacher, LLP
March 25,2002                                       CHARTERED ACCOUNTANTS
                                                    209-312 Dolomite Drive
                                                    Toronto, Canada M3J 2N2

<PAGE>


                              ALPHACOM CORPORATION
                                  BALANCE SHEET
                              Stated in U.S. Funds


<TABLE>

                                                        December 31        December 31
                                                           2001               2000
                                                        ------------       ------------
<S>                                                    <C>                 <C>
                                   A S S E T S

 CURRENT
    Cash                                               $     83             $    213
    Sales taxes receivable                                  492                    -
                                                        ----------           ---------
                                                       $    575             $    213
 CAPITAL ASSETS, at net book value                          304                  380
                                                        ----------           ---------
                                                       $    879                 $593
                                                        ==========           =========


                              L I A B I L I T I E S

 CURRENT
    Accounts payable and accrued liabilities            $12,080               49,048
    Due to parent company (Note 4)                        8,563               20,221
                                                        ----------           ---------

                                                        $20,643             $ 69,269
                                                        ----------           ---------


                              SHAREHOLDER'S DEFICIT


 SHARE CAPITAL (Note 5)                                 $11,100             $ 11,100

 CAPITAL IN EXCESS OF PAR VALUE                          99,900               99,900

 DEFICIT                                               (130,764)            (179,676)
                                                       -----------          ----------

                                                       $(19,764)            $(68,676)
                                                       -----------          ----------


                                                       $    879             $    593
                                                       ===========          ==========
</TABLE>


<PAGE>


                              ALPHACOM CORPORATION
                        STATEMENT OF EARNINGS AND DEFICIT
                              Stated in U.S. Funds

<TABLE>

                                                                 For the Year Ended
                                                             December 31        December 31
                                                                 2001              2000
                                                               ---------         --------
<S>                                                           <C>                 <C>



 REVENUE                                                      $       -           $  194,667

 DIRECT COSTS                                                         -              164,223
                                                               -----------        -----------

 GROSS MARGIN                                                 $       -           $   30,444
                                                               -----------        -----------

 EXPENSES
    General and administration                                $  14,543           $   25,719
    Management services                                           2,500               28,500
    Professional fees                                            32,504               30,200
    Amortization                                                     76                    -
    Less - Cost recovery                                        (98,535)                   -
                                                               -----------        ------------

                                                              $ (48,912)          $   84,419
                                                               -----------        ------------

 NET EARNINGS (LOSS)                                          $  48,912           $  (53,975)

 DEFICIT - Beginning of year                                   (179,676)            (125,701)
                                                               -----------        ------------

 DEFICIT - End of year                                        $(130,764)            (179,676)
                                                               ===========        ============

 Earnings per share on a basic and fully diluted basis        $       -           $        -

 Weighted average number of shares outstanding               44,400,000           44,400,000
                                                             =============        ============

</TABLE>

<PAGE>


                              ALPHACOM CORPORATION
                             STATEMENT OF CASH FLOWS
                              Stated in U.S. Funds

<TABLE>

                                                                   For the Year Ended
                                                             December 31         December 31
                                                                 2001               2000
                                                             -------------       -------------
<S>                                                          <C>                 <C>


 CASH PROVIDED BY (USED IN):


 OPERATING ACTIVITIES

    Net earnings (loss)                                     $   48,912          $  (53,975)
    Adjustments to reconcile net earnings (loss)
      to net cash provided by operating activities:
         Amortization                                               76                  95
         Changes in assets and liabilities
         relating to operations:
             Accounts payable and accrued liabilities          (37,460)             22,750
             Prepaids expenses                                       -                 126
                                                            ------------        -----------

                                                            $   11,528          $  (31,004)
                                                            ------------        -----------

 INVESTMENT ACTIVITIES

    Investment in capital assets                            $       -           $     (475)
                                                            ------------        -----------

 FINANCING ACTIVITIES

    Advances to (from) partent company                      $ (11,658)          $   21,007
                                                            -----------         -----------


 NET CHANGE IN CASH DURING THE YEAR                         $    (130)          $  (10,472)

 CASH - Beginning of year                                         213               10,685
                                                            ------------        -----------

 CASH - End of year                                         $      83           $      213
                                                            ============        ===========
</TABLE>



<PAGE>



                              ALPHACOM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31,2001
                              Stated in U.S. Funds



1.  NATURE OF OPERATIONS

    Alphacom  Corporation  was  incorporated  under  the  laws of the  State  of
    Delaware  on  December  15,1997.  The  company is a  marketing  distribution
    company operating in the distribution of software programs.


2.  GOING CONCERN

    These  financial  statements  have been prepared on a going  concern  basis,
    which assumes the  realization  of assets and  liquidation of liabilities in
    the normal  course of business.  The company  realized a net loss of $49,623
    for 2001 (2000 - $53,975), after taking into account a current year recovery
    of expenses as part of a Share  Purchase  Agreement  as  described in note 6
    below.  The  application  of the going  concern  concept is dependant on the
    Company's  ability to generate future  profitable  operations  and/or obtain
    additional financing to fund future operations. Management is of the opinion
    that must  contemplate  either a merger with,  or an outright sale to, other
    entities in pursuit of a new operating  business,  in order that  sufficient
    working capital will be obtained from operations and external financing will
    be obtained to meet the Company's liabilities and commitments as they become
    due.  If the  going  concern  assumption  were  not  appropriate  for  these
    financial  statements,  then adjustments  would be necessary to the carrying
    values of assets and liabilities,  the reported  revenues and expenses,  and
    the balance sheet classifications used.


3.  SIGNIFICANT ACCOUNTING POLICIES

    a)  Capital Assets and Amortization
        Capital  assets  are  carried  at  acquisition   cost  less  accumulated
        amortization.  Amortization is provided annually by the company at rates
        intended to amortize  the assets over their  estimated  useful  lives as
        follows:  Furniture  and  fixtures  is  amortized  at a rate of 20% on a
        declining balance basis.

        Where  the  company  determines  that  circumstances  indicate  that the
        carrying  value of certain  capital assets may not be  recoverable,  the
        company's policy is to write the asset down to an estimate of the future
        cash flows expected to result from the use of the asset and its eventual
        disposition.  Such an  impairment  loss will be charged to operations in
        the current year.

    b)  Revenue Recognition
        The Company records its revenue from licensing contracts as services are
        provided.

    c)  Estimates
        The  preparation  of financial  statements in conformity  with generally
        accepted accounting principles requires management to make estimates and
        assumptions  that affect the reported  amounts of assets and liabilities
        and revenues and expenses  during the reporting  period.  Actual results
        could differ from those estimates.

    d)  Income Taxes
        The company  accounts  for income  taxes  under the asset and  liability
        method as required by SFAS No. 108,  Accounting for Income Taxes.  Under
        this  method,   deferred   income  taxes  are  recognized  for  the  tax
        consequences  of  temporary  differences  by applying  enacted tax rates
        applicable  to  future  years  to  differences   between  the  financial
        statements  carrying  amounts and the tax bases of  existing  assets and
        liabilities.

    e)  Comprehensive Income
        In June 1997, the Financial  Accounting  Standards Board ("FASB") issued
        SFAS No. 130, "Reporting Comprehensive Income", which was adopted by the
        Company. SFAS No. 130 establishes standards for reporting and display of
        comprehensive  income  and  its  components  in  an  entity's  financial
        statements.  Comprehensive  income as defined  includes  all  changes in
        equity (net assets) during a period from non-owner sources.

    f)  General
        These financial  statements have been prepared in accordance with Unites
        States generally accepted  accounting  principles (GAAP), as they relate
        to these financial statements.


<PAGE>

                              ALPHACOM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31,2001
                              Stated in U.S. Funds

4.  DUE TO PARENT COMPANY

    The balances due to parent company,  1476848 Ontario Inc., relate to current
    expenditures  and  otherwise  have no specific  terms of  repayment  and are
    non-interest bearing.

5.  SHARE CAPITAL

    Authorized
          49,990,000   Common shares, par value $.0001 per share
              10,000   Preference shares, par value $0.0001 per share
    Issued upon incorporation:
          11,000,000   Common shares                                 $   11,000
    Issued during the period January 1 to September 30,2001:
             100,000   Common shares                                    100,000

          11,100,000   Common shares                                 $  111,000
    Stock split - 4-for-1:
          44,400,000   Common shares                                 $  111,000

    On March  19,2001 the Company  declared a 4-for-1  stock split of its common
    stock by way of a stock dividend. In addition,  the Company's Certificate of
    Incorporation  was  amended to provide  that the par value of the  Company's
    common and  preferred  shares shall be reduced  from $0.001 to $0.0001.  All
    historical share and per share  information has been restated to reflect the
    effects of the 4-for-1 split on a retroactive basis.


6.  COST RECOVERY

     As per the Share Purchase Agreement of May 28,2001 between Lingo Media Inc.
     (the previous parent company) and 1476848 Ontario Inc., Lingo Media assumed
     liabilities  in the amount of $68,910 and the loan in the amount of $29,625
     by Lingo Media Inc. was forgiven.

7.  2000 COMPARISONS

    The previous  year's  financial  statements  were audited by another firm of
Chartered Accountants.