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

                                   FORM 10-KSB
 (Mark One)

/X/  Annual report under section 13 or 15(d) of the  Securities  Exchange Act of
     1934 for the fiscal year ended December 31, 2001.
/ /  Securities   Exchange   Act  of  1934  for  the   transition   period  from
     ___________________ to ________________________.

Commission file number 0-28363

                        Inet Commerce Conduit Corporation
                 (Name of Small Business Issuer in Its Charter)


            Florida                                         65-0705830
-------------------------------                  -------------------------------
(State or Other Jurisdiction of                  (I.R.S. Employer Identification
  Incorporation or Organization)                             Number)

615 Mount Pleasant Road, Suite 318, Toronto, Ontario, Canada            M4S3C5
      (Address of Principal Executive Offices)                        (Zip Code)

                                 (416) 216-4623
                            Issuer's Telephone Number

Securities to be registered pursuant to Section 12(b) of the Act:
         (Title of class)                   Name of exchange on which registered
             None

Securities to be registered under Section 12(g) of the Act:
                                    $.001 Per Share Par Value Common Stock

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

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

The revenue for its most fiscal year was $224.00.

The aggregate market value of the Issuer's common stock held non-affiliates as
of March 18, 2002 (valued at the last sale price) was $20,528,800.

The Issuer has never been involved in bankruptcy proceedings.

The number of shares  outstanding  of each of the  Issuer's  common  stock as of
March 6, 2002 was 7,017,200.

Documents incorporated by reference. There are no: (1) annual report to security
holders;  (2)  proxy or  information  statements;  or (3) any  prospectus  filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act")
incorporated by reference herein.

                     Traditional Small Business Disclosures
                               Format (Check one):
                                 Yes  X  No
                                     ---   ---
<PAGE>


                                     PART I

The Issuer, Inet Commerce Conduit Corp., a Florida  corporation,  is electing to
furnish  the  information  required  by Items  6-12 of Model B of Form 1-A under
Alternative 2 of Form 10-SB.

Item 1A.  Company Risk Factors.
-------   --------------------

     The Issuer and its  outstanding  securities are subject to risks  including
those set out in this Item 1A.

     We are entering into a new business and have no present clients or revenue.
The Issuer is initiating  operations into a new business of acting as a business
and financial  consultant to, or investing in, new or emerging  business engaged
in an Internet  related  enterprise.  The Issuer presently has no clients or any
source of  significant  revenue.  Unless its efforts to develop the new business
are  successful,  the Issuer  will have to acquire  additional  capital or cease
operations.

     We  will  need  additional  capital  to be able  to  make  venture  capital
investments in developing Internet companies. The Issuer does not presently have
sufficient  capital to make  material  investments  in new or emerging  Internet
ventures.  To be able to implement  this portion of its business  plan,  it will
have to develop  such  capital  from  revenue or acquire  additional  investment
capital.  There is no  assurance  the  Issuer  will  have any  future  operating
revenue;  and there are no  arrangements  for or  assurances  of any  additional
capital.

     We will have to  develop a  consulting  and  management  team to be able to
service  any  future  business.  The  Issuer's  only  present  employee  is  its
President.  To be able to adequately  service any future clients and business it
may acquire,  the Issuer will have to develop an adequate team of consultants or
employees.  The Issuer is presently in discussions with prospective  consultants
experienced in the requisite areas.

     The cost of maintaining  the  registration of our stock under Section 12(g)
of the Securities  Exchange Act will continue our overhead and asset  depletion.
The cost of complying with the reporting requirements created by registration of
our common stock will materially increase the Issuer's  administrative  overhead
and accelerate the depletion of its assets.

     We have no present arrangements to acquire any additional capital needed to
continue our  existence.  The Issuer has no present  arrangement  under which it
might acquire any additional capital needed to continue its existence.  There is
no assurance that it will be able to develop any such capital source.

     We have no assurance that any business  combination or asset acquisition we
might  make  will  be  successful.  There  is no  assurance  that  any  business
combination  or asset  acquisition  entered  into by the Issuer  will  result in
successful income producing operations.

Item 1.  Description of the Business
-------  ---------------------------
(Item 6 of Model B of Form 1A)

     The Issuer was  organized  on September  20, 1996 as a Florida  corporation
named  Cosmetics  Consultants  Corporation.  Its name  was  changed  to  Lomillo
Consultants  Corp. on November 25, 1996 and then to Inet Commerce  Conduit Corp.
on July 17, 1997. On July 17, 1997 the Issuer also completed a reorganization in
which its then outstanding  1,034,4000 shares of Common Stock were reverse split
into 517,200  shares on the basis of one new share for each two old shares.  All
references to outstanding  Common Stock  contained  herein have been adjusted to
reflect this reverse stock split.

     The  Issuer was formed to provide  advice  and sales  support  services  to
retail sellers of cosmetic  products.  These services  involved staff  training,
in-house  promotions,  mail  order  sales  programs  and  arrangement  of  joint
promotions between the cosmetic  suppliers and the retail sellers,  all designed
to increase the retailer's cosmetic sales.


<PAGE>


     In September of 1996,  the Issuer sold 500,000 shares to its then President
and  director  for  $10,000.00.  During the period from  October of 1996 through
February,  the Issuer sold an additional  17,200 shares of Common Stock at $0.30
per share for total  proceeds of $5,160.00.  These  additional  shares were sold
pursuant to the exemption from the registration requirements of Section 5 of the
Securities  Act of 1933  provided in Rule 504 of Regulation D adopted under that
Act.

     The issuer  continued to pursue the marketing of its sales  development and
support services to retailers of cosmetic products through 1997 without material
results.

     From  February 10, 1999 through  April 1, 1999,  the Issuer sold  6,000,000
shares of its Common Stock at $.05 per share for total proceeds of  $300,000.00.
These  shares  were  sold  pursuant  to  the  exemption  from  the  registration
requirements  of Section 5 of the Securities Act of 1933 provided in Rule 504 of
Regulation D adopted under that Act.

     In September of 1999, the Issuer terminated its efforts to market its sales
and support services to retailers of cosmetic products,  due to a lack of sales.
In November of 1999,  Paul H. Stone,  President  of the Issuer,  became its sole
officer  and  director.  Mr.  Stone was so  engaged  to  initiate  the  Issuer's
activities in its new business venture related to the Internet.  The Issuer acts
as a consultant to Internet related  enterprises  that are seeking  capital.  It
may, in the future, act as a venture capital firm and make direct investments in
Internet companies

     The  Issuer  is  presently   negotiating   consulting   arrangements   with
experienced  venture  capitalists,  investment  bankers,  systems  analysts  and
technical  Internet  consultants  to put  together a team able to  evaluate  and
assist  emerging  Internet  companies  and introduce  them to potential  capital
sources.  The  Issuer  will  only be paid  for its  services  if its  client  is
successful in acquiring  capital.  The Issuer's  activities  will  include:  (i)
reviewing  and  evaluating  the client's  business  plan,  business  operations,
personnel  and  facilities;  (ii)  advising  the client as to its  business  and
capital  structure;  (iii)  assisting the client in developing  information  and
documentation  on its company,  operations and an investment  therein;  and (iv)
introducing the client to capital sources  interested in an investment in such a
business venture. The Issuer may take steps to facilitate negotiations between a
client  and  prospective  capital  sources;  but  will  not  engage  in  selling
activities as such.

     During the year 2000 the Issuer  established  virtual  offices in  Toronto,
Ontario, Canada; Dublin, Ireland; Iceland and Melbourne, Victoria, Australia. In
December  of  2001,  the  virtual  office  in  Melbourne  was  closed.  At these
facilities the Issuer has telephone  answering  facilities and the use of office
and conference  facilities on an as-needed  basis. It also has a web page on the
Internet at www.iNetCCC.com.

     If sufficient  capital becomes available to the Issuer, it may also acquire
and hold direct venture capital investments in Internet related companies it has
evaluated.  There are no present arrangements under which the Issuer can acquire
such capital,  nor any assurance that such capital will become available.  It is
the present intention of the Issuer,  that most venture capital investments will
result in the Issuer holding a majority  voting interest in the company in which
the  investment  is made and to  otherwise  conduct its  operations  so that the
Issuer does not become an Investment Company under the Investment Company Act of
1940.


Item 2.  Description of Property
------   -----------------------
(Item 7 of Model B of Form 1A)

     The  Issuer  has no  materially  important  physical  properties.  Its only
material  assets  are its  cash or cash  equivalents  which  were  approximately
$114,695.00, as of December 31, 2001.

     The Issuer's  present  operations are conducted at the residence  office of
its  President  and through the use of a mail drop at 615 Mount  Pleasant  Road,
Suite 318,  Toronto,  Ontario,  Canada  M4S3C5.  The Issuer's  President has not
previously  and will not in the  future  charge  the Issuer for its use of these
facilities.  The Issuer presently has two virtual offices at which its telephone
is answered and it has availability to other office facilities. These facilities
are rented in a  month-to-month  basis.  Information  on these  facilities is as
follows:


                                       2
<PAGE>


                                                         Approximate
     Address and Telephone                             Monthly Rent (US $)
     ---------------------                             -------------------

     1 Upper Merrion Street                                  $221.61
     Dublin 2, Ireland
     Tel. 353-1-618-2075

     20 Bay Street                                           $75.00
     Suite 1200
     Toronto, Ontario M5J 2N8



Item 3.  Directors, Executive Officers and Significant Employees.
------   -------------------------------------------------------
(Item 8 of Model B of Form 1A)

     The following table sets forth information  regarding the sole director and
executive officer of the Company.

                                                                      Beginning
      Name              Age                Positions                   of Term
      ----              ---                ---------                  ---------

      Paul H. Stone      43          President and Director             11/99


     Paul H.  Stone  became the  President  and sole  director  if the Issuer on
November 1, 1999.  From 1980 to 1997,  Mr. Stone was a "money market" broker for
various companies working in monetary and securities  transactions between banks
and investment banking firms in Toronto,  Canada. These employers and employment
periods were: (I) 1980-1983 / Euro-Brokers Harlow, Ltd.; (ii) 1983-1988 / Prebon
Yamane;  (iii) 1988-1989 / Garvin,  Guy, Butler; (iv) 1989-1993 / Prebon Yamane;
(v)  1993-1995  / Tullet and Tokyo  Forex,  Inc.;  and (vi)  1995-1997  / Contor
Fitzgerald.  From  1997 to May of 1999,  Mr.  Stone  operated  his own  company,
Protective Products in Toronto,  Ontario.  That company was engaged in importing
into Canada and distributing  skin care products.  It is anticipated that as the
activities  of the issuer  increase in its new  business,  additional  officers,
directors  and  employees  will be appointed  or employed.  The identity of such
persons in not now known.

Item 4.  Remuneration of Directors and Officers.
------   --------------------------------------
(Item 9 of Model B to Form 1A)

     Information  with  respect  to the  only  remuneration  paid  to any of the
officers and directors of the Issuer during the year 2001 is as follows:

     2001          Paul H. Stone        Administrative Fee      $2,700.00

     Paul H.  Stone  receives a salary at a rate of  $250.00  per month.  If the
Issuer's business develops and it begins to generate revenue,  the salary may be
increased in an amount not now determinable.


                                       3
<PAGE>


Item 5   Security Ownership of Management and Certain Securityholders.
---------------------------------------------------------------------
(Item 10 to Model B of Form 1A)

     The  following  table sets forth  information  as of February 27, 2002 with
respect to the  ownership of the  Issuer's  Common Stock by its sole officer and
director, and any person owning more than 10% of the Issuer's Common Stock:


Title of                    Name and              Number of            Percent
  Class                 Address of Owner         Shares Owned          of Class
---------               ----------------         ------------          --------

Common Stock            Paul H. Stone               785,000              12.0%
                        10 Elm Road
                        Toronto, Ontario M5M 3T2
                        Canada

     There are no  outstanding  options,  warrants  or other  rights to  acquire
shares of the Issuer's Common Stock.


Item 6.  Interest of Management and Others in Certain Transactions.
------   ---------------------------------------------------------
(Item 11 to Model B of Form 1A)

     In April of 1999,  Hatchment Holdings,  Inc., an Ontario corporation wholly
owned by the then  President and sole director of the Issuer  purchased  300,000
shares of its Common Stock for $0.05 per share.  In addition,  Wellington  Cooke
Gallery,  a company  wholly  owned by the then  Secretary  of the  Issuer,  also
purchased  300,000 shares at $0.05 per share.  These shares were purchased in an
offering  made by the Issuer under Rule 504 of  Regulation  D adopted  under the
Securities Act of 1933.  They were purchased on the same terms and conditions as
the non-affiliated purchasers in the offering.

     During the year 1999 the Issuer reimbursed Hatchment Holdings, Inc. $10,000
for legal fees of the Issuer which had been advanced by Hatchment.  During 1999,
it also reimbursed  Wellington Cooke Gallery $3,500 for printing expenses of the
Issuer for its Internet web site which had been advanced by Wellington Cooke.

     In May of 1999, the Issuer loaned  Hatchment  Holdings,  Inc. $70,000 on an
unsecured  demand loan.  The loan was repaid in October of 1999 in full together
with $2,041.00 in interest.

     The Issuer paid its  President  salary of $1,500  during 1999.  In 1999, it
paid consulting fees of $15,000 each to Hatchment Holdings,  Inc. and Wellington
Cooke  Gallery.  In 2000,  it paid its  President  a salary  of  $3,000;  and it
reimbursed  Wellington Cooke Gallery $12,390 for expenses advanced to the Issuer
on its Internet web site.

     During the year 2001, the Issuer paid its President a salary of $2,700.  It
paid  Wellington  Cooke  Gallery and its owner a total of $8,500 for  consulting
fees in the year 2001.

     In  November,  2001,  the Issuer  issued  250,000  shares each to Hatchment
Holdings,  Inc. and Wellington Cooke Gallery for payment of consulting services.
These shares were issued as "restricted securities" under the exemption from the
registration requirements of Section 5 of the Securities Act of 1933 provided in
Section 4(2) of that Act.


Item 7   Description of Securities.
------   -------------------------
(Item 12 of Model B of Form 1A)

     The Issuer's  authorized  capitalization  consists of 50,000,000  shares of
$.001 par value common stock ("Common  Stock").  As of February 27, 2002,  there
were 7,017,200  shares of Common Stock  outstanding and there are no outstanding
options,  warrants  or other  rights to acquire  shares of Common  Stock.  Under
applicable Florida law and its Articles of Incorporation,  the Issuer's Board of
Directors  may issue  additional  shares  of its stock to bring its  outstanding
stock up to the total amount of authorized  Common Stock without approval of its
shareholders.


                                       4
<PAGE>


     On July 18, 1997 the Issuer completed a recapitalization  in which its them
outstanding  1,034,400 shares of Common Stock were reverse split on the basis of
one new  share  for each two old  shares.  Thus the then  outstanding  1,034,400
shares  became  517,200  shares.  All  references  to  outstanding  Common Stock
contained  in this Form 10-SB have been  adjusted to give effect to this reverse
stock split.

     The  shares of  Common  Stock  currently  outstanding  are  fully  paid and
non-assessable. The holders of Common Stock do not have any preemptive rights to
acquire shares of any capital stock of the Company.  In the event of liquidation
of the Company, assets then legally available for distribution to the holders of
Common Stock  (assets  remaining  after  payment or provision for payment of all
debts and of all preferential liquidation payments to holders of any outstanding
Preferred  Stock) will be  distributed  in pro rata shares  among the holders of
Common Stock and the holders of any outstanding Preferred Stock with liquidation
participation rights in proportion to their stock holdings.

     Each  stockholder  is entitled  to one vote for each share of Common  Stock
held by such shareholder. A quorum for a meeting of the stockholders is one-half
of the shares of capital  stock  entitled to vote at that  meeting.  There is no
right to cumulate  votes for the election of directors.  This means that holders
of more than 50% of the shares  voting for the election of  directors  can elect
100% of the  directors if they choose to do so; and, in such event,  the holders
of the remaining shares voting for the election of directors will not be able to
elect any person or persons to the Board of Directors.

     Holders of Common Stock are entitled to dividends when, and if, declared by
the Board of Directors out of funds legally available therefore;  and then, only
after all  preferential  dividends have been paid on any  outstanding  Preferred
Stock.  The  Company  has  not  had  any  earnings  and it  does  not  presently
contemplate the payment of any cash dividends in the foreseeable future.

     The  Issuer's   Common  Stock  does  not  have  any  mandatory   redemptive
provisions, sinking fund provisions or conversion rights.





                                       5
<PAGE>


                                     PART II


Item 1.  Market Price of and Dividends on the Registrant's Common Equity and
         Other Related Shareholder Matters.
--------------------------------------------------------------------------------

     The Issuer's  Common Stock has been quoted on the OTC Bulletin  Board under
the symbol  ICMC from May 1997 to October  22, 1999 and from June of 2000 to the
present.  To the  knowledge  of the  Issuer  there  have been  very few  trading
transactions in its Common Stock

     The following  table sets forth high and low bid prices of the Common Stock
on the OTC Bulletin Board for the periods  indicated.  The bid prices  represent
prices  between  dealers,  which do not indicate  retail  markups,  markdowns or
commissions and the bid prices may not represent actual transactions:

     Quarter Ending:                        High             Low
     --------------                         ----             ---

     January - March, 2000                  ---              ---
     April - June, 2000                     5.00             3.75
     July - September, 2000                 5.25             3.75
     October - December, 2000               6.25             5.50
     January - March, 2001                  6.75             4.25
     April - June, 2001                     7.75             6.50
     July - September, 2001                 8.50             6.25
     October - December, 2001               9.25             6.75

     The number of record holders of Common Stock of the Issuer at March 6, 2002
was 87.  Additional  owners of the Common stock hold their shares at street name
with various brokerage and depository firms (there are three such firms included
in the list of record owners).

     The holders of Common  Stock are  entitled to receive  dividends  as may be
declared by the Board of Directors out of funds legally available therefore. The
Issuer  had never had any  material  earnings  and does not  presently  have any
capability  to generate  any such  earnings.  The Issuer has never  declared any
dividend.  It does not anticipate  declaring and paying any cash dividend in the
foreseeable future. See Item 7 in Part I.

Item 2.  Legal Proceedings.
------   -----------------

     Neither  the  Issuer nor any of its  property  is a party or subject to any
pending  legal  proceeding.  The  Issuer  is not  aware of any  contemplated  or
threatened  legal proceeding  against it by any governmental  authority or other
party.

Item 3.  Changes in and Disagreements with Accountants.
------   ---------------------------------------------

     No principal independent accountant of the Issuer or any subsidiary thereof
has ever resigned, been dismissed or declined to stand for re-election.

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

     No matters were submitted  during the calendar  quarter ending December 31,
2001 to a vote of  securities  holders  through the  solicitation  of proxies or
otherwise.

Item 5.  Compliance with Section 16(a) of the Exchange Act.
-------  --------------------------------------------------

     All Forms 3, 4 and 5  required  to be filed by any  reporting  person  with
respect to the Common  Stock of the Issuer for the year ended  December 31, 2001
were timely filed.



                                       6
<PAGE>


Item 6.  Reports on Form 8-K.
------   -------------------

     The Issuer was not required to and did not file any reports on Form 8-K for
the calendar quarter ended December 31, 2001.



                                    PART III

1.  Index to Exhibits
    -----------------

    Exhibit No.               Description of Exhibits

       2(a)         Issuer's  Amended and  Restated  Articles  of  Incorporation
                    filed as Exhibit 2(a) to the Issuer's Registration Statement
                    on  Form  10-SB  is  hereby   incorporated  herein  by  this
                    reference.

       2(b)         Issuer's  Bylaws  filed  as  Exhibit  2(b)  to the  Issuer's
                    Registration  Statement on Form 10-SB is hereby incorporated
                    herein by this reference.




                                   Signatures

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

                                INET COMMERCE CONDUIT CORP.

                                By:      /s/ Paul H. Stone
                                         -----------------
                                         Paul H. Stone, President and principal
                                         Executive, Financial and Accounting
                                         Officer, and sole director

                                Date:    March ___, 2002
                                         ---------------



     Supplemental information to be furnished With Reports Filed Pursuant to
           Section 15(d) Of the Exchange Act by Non-reporting Issuers


     No annual report,  proxy  statement,  proxy form or other proxy  soliciting
material  was sent to the  Issuer's  securities  holders  for or during the year
2001;  nor is any such  material to be sent to them  subsequent to the filing of
this Form 10-KSB.

                                       7

<PAGE>
                           Inet Commerce Conduit Corp.

                                      Index
                                      -----


                                                                          Page
                                                                           No.
                                                                          -----

INDEPENDENT AUDITORS' REPORT                                               F-2

BALANCE SHEETS                                                             F-3

STATEMENTS OF OPERATIONS                                                   F-4

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                               F-5

STATEMENTS OF CASH FLOWS                                                   F-6

NOTES TO THE FINANCIAL STATEMENTS                                          F-7












                                      F-1
<PAGE>




                             BARRY I. HECHTMAN, P.A.
                           Certified Public Accountant

                                    Member of
                     Florida and American Institute of CPAs
                  Private Comapnies and Sec Practice Sections


8100 SW 81 Drive                                       Telephone: (305) 270-0014
Suite 210                                                    Fax: (305) 598-3695
Miami Florida, 33143-6603                            email: barrypa1@netzero.net



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
of Inet Commerce Conduit Corp.

We have audited the balance  sheet of Inet  Commerce  Conduit  Corp.  (a Florida
corporation)  as of December 31, 2001 and 2000,  and the related  statements  of
operations, stockholders' equity, and cash flows for the years 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 auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Inet Commerce Conduit Corp. as
of December 31, 2001 and 2000,  and the results of its  operations  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial statements, the Company is a development stage company with no current
source of revenue. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 5. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ Barry I. Hechtman

Barry I Hechtman, P.A.
Miami, FL

February 21, 2002



                                      F-2
<PAGE>


                           Inet Commerce Conduit Corp.
                                 Balance Sheets
                          (A Development Stage Company)
                           December 31, 2001 and 2000


                                                       2001             2000

                                       ASSETS


  Cash                                              $  107,721       $  166,689
  Deposits                                               6,974            6,750
                                                    ----------       ----------
TOTAL ASSETS                                        $  114,695       $  173,439
                                                    ==========       ==========


                             LIABILITIES AND
                           STOCKHOLDERS' EQUITY


LIABILITIES:
  Accounts Payable - Trade                          $    8,723       $      900
                                                    ----------       ----------
      TOTAL LIABILITIES                                  8,723              900


STOCKHOLDERS' EQUITY
  Common stock - par value $.001,
    authorized 50,000,000 shares;
    7,017,200 and 6,517,200 shares
    issued and outstanding at
    December 31, 2001 and 2000.                          7,017            6,517
  Additional Paid-in Capital                         4,183,143          308,643
  Deficit accumulated
    during development stage                        (4,084,188)        (142,621)
                                                    ----------       ----------
      TOTAL STOCKHOLDERS' EQUITY                       105,972          172,539
                                                    ----------       ----------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                              $  114,695         $173,439
                                                    ==========       ==========



















                    See accompanying notes & accountants' report

                                      F-3
<PAGE>



                           Inet Commerce Conduit Corp.
                            Statements of Operations
                          (A Development Stage Company)
                     Years Ended December 31, 2001 and 2000

                                                                        Since
                                    2001               2000           Inception

REVENUES:
  Interest Income                $      224        $        0        $    2,238
                                 ----------        ----------        ----------
    TOTAL REVENUES               $      224                 0        $    2,238


EXPENSES
    DEVELOPMENT STAGE EXPENSES   (3,941,791)          (55,545)       (4,086,426)
                                 ----------        ----------        ----------

      NET LOSS                   (3,941,567)       $  (55,545)       (4,084,188)
                                 ==========        ==========        ==========

      NET LOSS PER SHARE         $     (.60)       $     (.01)
                                 ==========        ==========

      WEIGHTED AVVERAGE COMMON
           SHARES OUTSTANDING     6,558,867         6,517,200
                                 ==========        ==========



































                    See accompanying notes & accountants' report

                                      F-4
<PAGE>
<TABLE>
<CAPTION>


                                     Inet Commerce Conduit Corp.
                            Statement of Changes in Stockholders' Equity
                                    (A Development Stage Company)
                                 From Inception to December 31, 2001


                                                                                               Deficit
                                                     Common Stock                            Accumulated
                                                   Par Value $.001           Additional        During           Total
                                           -------------------------------     Paid-In       Development     Stockholders'
                                                Shares           Amount        Capital          Stage           Equity
                                           --------------------------------------------------------------------------------
<S>                                            <C>               <C>         <C>              <C>              <C>
Common stock issued for capital
  contribution by stockholder                  1,000,000         $1,000      $    9,000                        $   10,000

Common stock issued in connection
 with 504 offering                                34,400             34           5,126                             5,160

Net Loss 1996                                                                                          -                -
                                           --------------------------------------------------------------------------------

Balance at December 31, 1996                   1,034,400          1,034          14,126                0           15,160

Common stock reverse stock
  split 1 share for 2 shares                    (517,200)          (517)            517                                 0

Net Loss 1997                                                                                    (15,160)         (15,160)
                                           --------------------------------------------------------------------------------

Balance at December 31, 1997                     517,200            517          14,643          (15,160)               0

Net Loss 1998                                                                                    (17,087)         (17,087)
                                           --------------------------------------------------------------------------------

Balance at December 31, 1998                     517,200            517          14,643          (32,247)         (17,087)

Common stock issued in connection
 with 504 offering                             6,000,000          6,000         294,000                           300,000

Net Loss 1999                                                                                    (54,829)         (54,829)
                                           --------------------------------------------------------------------------------

Balance at December 31, 1999                   6,517,200          6,517         308,643          (87,076)         228,084

Net Loss 2000                                                                                    (55,545)         (55,545)
                                           --------------------------------------------------------------------------------

Balance at December 31, 2000                   6,517,200          6,517         308,643         (142,621)         172,539

Common stock issued for services
  November 30, 2001                              500,000            500       3,874,500                         3,875,000

Net Loss 2001                                                                                 (3,941,567)      (3,941,567)
                                           --------------------------------------------------------------------------------

Balance at December 31, 2001                   7,017,200         $7,017      $4,183,143      $(4,084,188)      $  105,972
                                           ================================================================================
</TABLE>







                              See accompanying notes and accountants' report

                                                   F-5
<PAGE>
<TABLE>
<CAPTION>

                                  Inet Commerce Conduit Corp.
                                   Statements of Cash Flows
                                 (A Development Stage Company)
                           For the Years Ended December 31, 2001 and 2000

                                                                                                     Since
                                                              2001                2000             Inception
                                                              ----                ----             ---------
<S>                                                       <C>                   <C>                <C>
Cash flows from operating activities:
  Net Loss                                                ($3,941,567)          ($55,545)          $ (142,621)
  Adjustments to reconcile net loss
    to net cash provided by operating activities:
    Stock issued for services                               3,875,000                               3,875,000
    Deposits                                                     (224)                 0               (6,974)
    Accounts Payable                                            7,823                817                8,723
                                                          -----------           --------           ----------
  Net cash utilized by operating activities                   (58,968)           (54,728)           3,734,128

Cash flows from investing activities:
  Net cash utilized by investing activities                         0                  0                    0

Cash flows from financing activities:
    Proceeds from issuance of common stock                          0                  0              315,160
                                                          -----------           --------           ----------
  Net cash provided from financing activities                       0                  0              315,160
                                                          -----------           --------           ----------
Net Increase in Cash                                          (58,968)           (54,728)           4,049,288

Cash & Equivalents balance at January 1,                      166,689            221,417                    0
                                                          -----------           --------           ----------
Cash & Equivalents balance at December 31,                    107,721            166,689            4,049,288
                                                          ===========           ========           ==========

Non-Cash transactions
  Stock issued in exchange for services                     3,875,000                  0            3,875,000
                                                          ===========           ========           ==========
</TABLE>










                    See accompanying notes and accountants' report

                                      F-6
<PAGE>

Inet Commerce Conduit Corp.
(A Development Stage Company)
Notes to the Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant  accounting  policies of Inet Commerce Conduit Corp.
is presented to assist in understanding the Company's financial statements.  The
financial statements and notes are representations of the Company's  management,
who is  responsible  for  their  integrity  and  objectivity.  These  accounting
policies  conform to  generally  accepted  accounting  principles  and have been
consistently applied in the preparation of the financial statements

Business and Organization
-------------------------

Inet Commerce Conduit Corp. (the "Company"),  a development  stage company,  was
incorporated  in the  State  of  Florida  on  September  20,  1996 as  Cosmetics
Consultants  Corp.  for the purpose of marketing  sales and support  services to
retailers  of cosmetic  companies.  In November of 1999 the Company  changed its
activities to acting as a consultant to internet  related  enterprises  that are
seeking capital.

On November 25, 1996,  Cosmetics  Consultants Corp.  changed its name to Lomillo
Consultants Corp.

On July 17, 1997, the Company amended and restated its articles of incorporation
and changed its name to Inet Commerce Conduit Corp.

Development Stage
-----------------

The Company has operated as a development  stage  enterprise since its inception
by devoting  substantially  all its efforts to the  ongoing  development  of the
Company.

Cash and Cash Equivalents
-------------------------

The Company considers cash and all highly liquid  investments  purchased with an
original  maturity of less than three  months at the date of purchase to be cash
equivalents.

Fair Value of Financial Instruments
-----------------------------------

Carrying  amounts of certain of the Company's  financial  instruments  including
cash and cash equivalents,  accounts receivable,  notes receivable,  and accrued
liabilities approximate fair value because of their short maturities.

Use of Estimates
----------------

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

Concentrations
--------------

Cash and cash equivalents are, for the most part,  maintained with several major
financial  institutions  in the United  States.  The balances are insured by the
Federal Deposit  Insurance  Corporation  (FDIC) up to $100,000.  At December 31,
2001 and 2000 the Company's  uninsured  cash balance  totaled $7,721 and $66,689
respectively.


                                      F-7
<PAGE>



Income Taxes
------------

The Company  accounts for income taxes using the asset and  liability  method as
required by Statement of Financial Accounting Standards No. 109. Deferred income
taxes are provided on temporary differences between book and tax income, arising
primarily from the use of differing methods of recognition of start-up costs. An
allowance  is provided  if it is more likely than not that the Company  will not
realize the benefits of a deferred tax asset.

Loss per Share
--------------

The  computation  of loss per share of common  stock is based upon the  weighted
average common shares outstanding during each period.

NOTE 2 - DEPOSITS

This  represents  an amount  deposited  on  November  15, 1999 with a bank for a
secured corporate credit card with a credit limit of $5,000. The deposit must be
kept in the account for twelve  months not to forfeit the  deposit.  The deposit
can be returned any time after the initial twelve months provided the request is
made in writing and there is no balance  outstanding on the account.  Should any
balance be outstanding, the deposit would be applied against the balance due and
the remainder would be refunded to the Company. As of December 31, 2001 and 2000
the balance due on the card was $3,504 and $0 respectively.

NOTE 3 - STOCKHOLDER'S EQUITY

The Company had the  following  classes of capital stock as of December 31, 2001
and 2000:

Common  stock,  $0.001  par  value;  authorized  50,000,000  shares;  issued and
outstanding  6,517,200  shares  and  7,017,200  at  December  31,  2001 and 2000
respectively.

NOTE 4 - RESEARCH AND DEVELOPMENT

Research  and  development  cost related to website  development  are charged to
development  stage  expenses as incurred.  The Company  recognized  research and
development costs of $4,790 and $20,060 in 2001 and 2000.

NOTE 5 - GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the  Company  has no  current  source of  revenue.  Without
realization  of  additional  capital,  it would be  unlikely  for the Company to
continue as a going concern.  It is  management's  intention to seek  additional
capital through a merger with an existing operating company and raising capital.

NOTE 6 - STOCK TRANSACTIONS

Compensation
------------

On  November  30,  2001,  the  Company  issued  500,000  shares  of  restricted,
unregistered  common stock to two consultants in exchange for services  rendered
in  the  offering  of  the  common  stock.   These   issuances  were  valued  at
approximately  $3,875,000 ($7.75 per share), which equals management's  estimate
of the fair market value of the services provided.  The value of these issuances
are reflected as a component of  development  stage  expenses in the 2001 income
statement.


                                      F-8
<PAGE>



NOTE 7 - INCOME TAXES

For financial  reporting  purposes,  a valuation  allowance of $787,958 has been
recognized to offset the net deferred tax assets related to these  carryforwards
and other deferred tax assets since  realization of any portion of the Company's
deferred tax asset is not  considered  to be more likely than not. The change in
the  valuation  allowance  for the years  ended  December  31, 2001 and 2000 was
$759,712 and $10,830 respectively.

Deferred income taxes reflect the net effects of temporary  differences  between
the carrying amounts of assets and liabilities for financial  reporting purposes
and the amounts  used for income tax  purposes.  Significant  components  of the
Company's deferred tax liabilities and assets are as follows:

                                              2001         2000

     Deferred tax assets:
      Net operating loss carryforwards     $787,958     $ 28,246
                                           --------     --------
      Total deferred tax assets             787,958       28,246
      Valuation allowance for
        deferred tax assets                (787,958)     (28,246)
                                           --------     --------
                                                  0            0
                                           ========     ========


The Company has incurred net operating losses since  inception.  At December 31,
2001 and 2000 the Company had approximately $3,939,791 and $141,723 in operating
loss carryforwards that expire in various amounts from 2016 through 2021.

NOTE 8 - OPERATING LEASE

The Company  conducts it  operations  from leased  facilities,  under  operating
leases on a month-to-month  basis,  which can be terminated by either party upon
giving notice 30 days in advance.

Lease rent expense for the years ended  December  31, 2001 and 2000  amounted to
$3,361 and $0. At December  31, 2001,  future  minimum  lease  payments and rent
usage tax were $0.

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company neither owns or leases any real property.  Fees totaling $11,200 and
$15,390  have been paid to  shareholders  and  companies  owned by  shareholders
during the years  ended  December  31,  2001 and 2000 for  administrative  fees,
consulting  services rendered and,  expenses paid on behalf of the Company.  The
officers and directors of the Company are involved in other business  activities
and may, in the future, become involved in other business opportunities.




                                      F-9