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


                                    FORM 20-F
                                  ANNUAL REPORT

                        PURSUANT TO SECTION 12(B) OR (G)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number  000-30084
                                                ---------

                           LINUXWIZARDRY SYSTEMS, INC.
                      (FORMERLY FLAME PETRO-MINERALS CORP.)
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

                           185 - 10751 SHELLBRIDGE WAY
                   RICHMOND, BRITISH COLUMBIA V6X 2W8, CANADA
                   ------------------------------------------
                    (Address of principal executive offices)

     Securities  registered  pursuant  to  Section  12(g)  of  the  Act:

                           COMMON STOCK, NO PAR VALUE
                           --------------------------
                                (Title of Class)

     Securities  for  which  there is a reporting obligation pursuant to Section
15(d)  of  the  Act:

                                      NONE

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

     Title  of  Each  Class          Outstanding  at  February  29,  2000
     ----------------------          ------------------------------------
     COMMON SHARES, NO PAR VALUE     13,764,864

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       NO X
                                              -

<PAGE>
                                     ------
     Indicate by check mark which financial statement the registrant has elected
to  follow.

                             ITEM 17.     ITEM 18. X
                                                   -

INTRODUCTION
------------

     This  20-F annual report, including all exhibits, consists of 39 pages. The
Exhibit  Index  is  displayed  on  page  35.

     LinuxWizardry  Systems,  Inc.,  (the  "Company",  formerly  called  Flame
Petro-Minerals  Corp.), is a Canadian corporation incorporated under the laws of
the  Province  of  British  Columbia.  Over  50%  of its common stock is held by
non-United  States  citizens and residents and all of its officers and directors
are  non-United  States  citizens  and  residents.  As  a result, the Registrant
believes  that  it  qualifies  as  a  "foreign private issuer" for continuing to
report  regarding  the  registration  of  its  common stock using this Form 20-F
annual  report  format.

     Unless otherwise indicated, all monetary amounts referred to in this annual
report  are in Canadian dollars.  On February 29, 2000, one U.S. dollar equalled
approximately  Canadian $1.4498. The following table sets forth a history of the
exchange  rates  for  the  US dollar vs. Canadian dollar during the Registrant's
past  five  fiscal  years.

     Year          Average            Low/High        February 28/29
     ----          -------            --------        -------- -----

     2000          1.4737           1.4956/1.4475         1.4498
     1999          1.4956           1.5465/1.4159         1.5078
     1998          1.3990           1.4412/1.3684         1.4334
     1997          1.3623           1.3704/1.3498         1.3656
     1996          1.3667           1.4093/1.3451         1.3752


<PAGE>
PART  I

ITEM  1.  DESCRIPTION OF BUSINESS.
          ----------- -- ---------

GENERAL  DESCRIPTION

     LinuxWizardry  Systems,  Inc.,  formerly  Flame  Petro-Minerals Corp., (the
"Company"),  as  of  each  of  its five fiscal years ended February 28/29 1995 -
1999,  had  been  involved  in  the  acquisition, exploration and development of
mining  properties.

     On  January 10, 2000, prior to the end of its last fiscal year, the Company
acquired  all  the  issued  capital  stock  of LinuxWizardry, Inc. for 2,000,000
shares of the Company's restricted common stock pursuant to Rule 144 of the SEC.
These shares were valued at US$0.375 per share or Cnd$1,087,500.  LinuxWizardry,
Inc.  is  a  newly  created  Florida Corporation owned by four individuals which
develops  Linux-based enterprise software and hardware for end-to-end networking
solutions  targeted  toward  small  to  medium-sized  businesses.

     The Company currently owns a 50% joint venture interest in 30 mining claims
known  as  the  Fish Creek Prospect, located in the Fairbanks Mining Division in
Alaska.  It  also  owns  a 1.277% net working interest in an oil well located in
Fayette  County,  Texas.  To date, the Company has received no revenues from its
mining  property  activities,  and has received no revenues from its oil and gas
activities  during the past four fiscal years.  As a result, it has written down
its  interest  in  the  oil  well  located in Fayette County to $1, and has also
written  down  its  Fish  Creek  Prospect  mineral  property  holdings  to  $1.

     The Company has no current plans to pursue further activities in either the
oil  and  gas business or the mineral property development business, although it
plans to retain its current property interests in both on the remote chance that
they  may  have  some  value  in  the  future.

     The  fiscal  year  end  of  the  Company  is  February  28.

     The  Company  has three part-time employees and nine full-time employees at
present.


<PAGE>
CORPORATE  DEVELOPMENT

     The Company was incorporated on February 27, 1979 under a perpetual charter
pursuant  to  the British Columbia Company Act by registration of its Memorandum
and  Articles and was extraprovincially registered in the Province of Alberta on
October  12, 1995.  Its authorized capital consists of 100,000,000 Common Shares
without par value. Of these, 12,909,114 shares were issued and outstanding as of
February  29,  2000  and 13,764,864 shares were issued and outstanding as of the
date  of  this  Form  20-F.  The  head  office of the Company is located at #185
-10751  Shellbridge  Way,  Richmond,  B.C.,  V6X  2W8.

     In  November  1995  the  Company made a public offering of 4,500,000 Common
Shares  at  a  price  of  $0.15  per  share  to residents of Alberta and British
Columbia,  and  following the completion of the offering, its shares were listed
on  the  Alberta  Stock  Exchange.  The  Company  voluntarily  delisted from the
Canadian  Venture  Exchange  on December 14, 1999. The Company's stock currently
trades  on  the  Over  the  Counter  Bulletin  Board  under  the  symbol  LNXWF.

     Since  its  inception  and  during the five fiscal years ending in February
1999,  the  Company  had been involved in oil and gas exploration/production and
more recently, mineral property development. It has investigated several mineral
properties in both Canada and the United States and currently retains only a 50%
interest  in the Fish Creek Prospect mentioned previously. Although some testing
work  has  been  done on this property indicating the presence of gold, there is
presently  no positive indication that it contains any economic mineral resource
and  as  a  result,  its  value  has  been  written  down  to  $1.

     To  date  the  mineral  development  business has produced no revenues from
operations  and  the  oil  and  gas business has produced only limited revenues.
During  the  five  fiscal years ended February 28, 1995 though 1999, the Company
received  negligible net revenues after operating costs from its interest in the
Fayette  County  oil  well and the value of its interest in the well was written
down  to  $1  during  fiscal  1994.

     On  November  3,  1999  the  Company  announced  that it had become a fully
reporting  company  to  the United States Securities and Exchange Commission and
its  stock  commenced  trading on the OTC Bulletin Board under the symbol FPMCF.


<PAGE>
     On  December 15, 1999 announced that as a result of it's common stock being
listed  on  the  OTC  Bulletin  Board  as a fully reporting company, the Company
applied  for a delisting from the Canadian Venture Exchange, which was effective
the  close  of  business  on  December  14,  1999.

     On  January  10, 2000, the Company acquired all the issued capital stock of
LinuxWizardry,  Inc.  for  2,000,000  shares  of the Company's restricted common
stock  pursuant to Rule 144 of the SEC. These shares were valued at US$0.375 per
share  or  Cnd$1,087,500.  LinuxWizardry,  Inc.  was  a  newly  created  Florida
Corporation  owned by four individuals. LinuxWizardry, Inc. develops Linux-based
enterprise  software  and hardware for end-to-end networking solutions for small
and  medium  sized businesses.  LinuxWizardry, Inc. has had no sales to date and
is  currently  developing  various  prototypes.  Operating advances of have been
transferred  to  LinuxWizardry,  Inc.  to  cover  salaries  and other overheads.
Additional  funds  are  required  to  further develop the software solutions and
commercially exploit and execute upon their business plan.  The Company plans to
raise  US$2,000,000  to  provide  necessary  funds to the end of the next fiscal
year.  The  business  acquisition was accounted for using the purchase method of
accounting  for  business  combinations.  Share  consideration,  totalling
$1,087,500,  was  allocated  to  in  process  research and development which was
expensed  to  operations.  There  were  no  other  purchase  price  adjustments.

     The  Company  is currently in the development stage and equity financing is
required to continue development and commercial exploitation of the software. As
a result of the uncertainty that is typical in a development stage company there
is  doubt  about  the company's ability to continue as going concern as ultimate
success  will  be  based  on  securing  adequate  equity  financing  and/or  the
attainment  of  a  commercially  profitable  business.


<PAGE>
     On  February  8, 2000 LinuxWizardry, Inc. announced that the Linux low-cost
router  prototype  was  successfully  demonstrated at the Linux Expo show in New
York  February  2  through  4.  Michael  Carpenter,  CEO,  reported  that  the
LinuxWizardry  team  achieved  over  400  hours of software development in 2 1/2
weeks to complete the router project. The LinuxWizardry team bring a combination
of  46 years experience in database driven websites, expertise in developing and
optimizing  the  manufacturing  process  for  major  facilities  worldwide,  and
experience  in  developing  enterprising software solutions with X Windows, Java
for  Unix and Linux for major companies such as IBM, Motorola, Honeywell, Boeing
and  Chrysler.  It  was  also  announced that LinuxWizardry's Board of Directors
appointed  Michael  Carpenter as CEO, Nelson Comas as COO, and Frank Gepfrich as
CTO.

     On  February  17,  2000  LinuxWizardry,  Inc.  announced that a partnership
agreement  has  been  completed with Information Highway.com, Inc. to distribute
and  market  their  low-cost  Linux-based  Apprentice. The Company believes that
Information Highway.com is an ideal partner to bring LinuxWizardry's Linux-based
low-cost  routers  to the small business market throughout North America through
its  relationship  with  Level 3 Communications (NASDAQ: LVLT) and Bell Atlantic
(NYSE:  BEL)  using  their backbone.  Information Highway.com, Inc. is a leading
Internet  Service Provider (ISP) engaged in web content development, e- commerce
solutions,  and  Internet access and emerging Internet technology. It has opened
Internet  Points  of Presence in 20 major US cities and is selling Bell Atlantic
ADSL  service  in  13  states  from  Virginia  to  Maine.  The Apprentice router
features  the  revolutionary  Apprentice Command Center which allows for an easy
configuration of Internet routers and network appliances through a drag and drop
graphical  user  interface.  The Apprentice router will not require an expensive
network  specialist  to  configure  and thus will allow small businesses to take
control  of  their  networks.  Mike Carpenter, CEO of LinuxWizardry, stated that
this  partnership with Information Highway.com, Inc. is expected to be the first
of  many  such  partnerships  which  will  dramatically leverage LinuxWizardry's
ability  to  market  our Linux-based family of products to businesses worldwide.
According  to  Access  Media  International,  in 1998 there was approximately 85
million  small  businesses  worldwide having fewer than 100 employees, including
approximately  8  million  in  the  USA  and  Canada.

     On  March 15, 2000 the Company held a well-attended shareholders meeting at
which  shareholders  voted  to change the Company name from Flame Petro-Minerals
Corp.  to  LinuxWizardry  Systems,  Inc.  and  selected the new requested symbol
LNXWF.  Shareholders  also  approved an amended stock options agreement.  Senior
management  of  LinuxWizardry  presented  information  on  the Apprentice Router
status,  marketing  opportunities  and  their plan to take full advantage of the
explosive  growth  of  the Linux industry.  The new name, LinuxWizardry Systems,
Inc.  and  the  new  symbol,  LNXWF,  more  closely represent the Company's true
business  activities  as  a  pure-play  Linux  company and is expected to remove
confusion  for  potential  investors.


<PAGE>
     On  March  28,  2000  the  Company  announced  that a private placement for
$5,000,000  is  being  completed for the development and production of its Linux
based  low-cost  router.  The  Company  plans to release the beta version of the
Linux Apprentice router in April of 2000 and release a commercial version of the
Apprentice  router  by  August  of  2000.

     On  May 12, 2000 the Company announced that an agreement has been completed
with  Programmers  Paradise  to sell its LinuxWizardry Apprentice router through
its  many catalogs and through its web site: programmersparadise.com. Production
units  of  the  Apprentice router are scheduled to be launched in August of this
year. Pursuant to the terms of the Agreement dated April 25 , 2000, Programmer's
Paradise  will  the  sell the routers at LinuxWizardry's suggested retail price,
with  a  25%  deduction.  The term of the Agreement is one year and is renewable
annually.  The  license  is  non-exclusive  and  non-transferable.

     The  revenue  from  the roll-out of the Apprentice Router will be generated
from  three  main  sources: (i) selling the Apprentice Router as a plug and play
device;  (ii)  licensing  of the Apprentice Router Command Center software; and,
(iii)  developing  customized  network  solutions  for  businesses utilizing the
Apprentice  Router and Apprentice Command Center. Programmer's Paradise, Inc. is
an  international  marketer  of  software  and  hardware  targeting the software
development  professional  and  information  technology  professionals  within
enterprise  organizations.  The  Company  offers  over 70,000 products from more
than  2,000  publishers and manufacturers and distributes these products through
multiple  distribution  channels.


<PAGE>
     On  June  9,  2000  the  Company  awarded  a  contract  to  Lineo, Inc.  to
manufacture  LinuxWizardry's  new  Apprentice  Router  incorporating  TM
LinuxWizardry's  proprietary  configuration  software  known  as  the Apprentice
Command  Center.  The  Company  believes  that  this alliance with Lineo TM will
enable  it to bring our Apprentice Router technology to market quickly and allow
it  to  keep pace with the expected demand for its products.  Under the terms of
the  Agreement,  Lineo  will  manufacture  the hardware for the first version of
Apprentice Router for LinuxWizardry.  LinuxWizardry expects to begin selling the
Apprentice Router starting in August of this year.  Pursuant to the terms of the
proposed  License  Agreement,  Lineo  will  create  100  prototype  routers  for
LinuxWizardry to beta test.  LinuxWizardry shall pay a non-recurring engineering
fee  of $35,000, together with the payment of $29,900 for the prototype routers.
Upon  completion  of the beta testing, expected to be completed by August, Lineo
will  manufacture the Apprentice Router at a cost of manufacturing cost plus 45%
on  a  declining scale, based on volume manufacturing, provided that the cost of
the  router  shall not be greater than $300 US. LinuxWizardry's first Apprentice
router  will  connect  small business to the high-speed Internet access markets,
namely  xDSL  and  cable  modems.  Telechoice, a firm which analyses the telecom
industry,  estimates  the number of xDSL connections to grow from nearly 250,000
in  1999  to  over  2.25  million  by  2001.

     Lineo,  Inc. develops, markets and sells embedded Linux system software and
applications  that provide OEMs and consumers with simple, low-cost software for
interacting  with  the  Internet  via  embedded devices.  Lineo owns the Embedix
product  family  including  Embedix  Linux,  Embedix TM SDK and Embedix Browser.
Lineo  also  owns  other  technologies designed to improve connectivity TM while
reducing  system  requirements  and  per-unit  costs.

     On June 20, 2000 the Company announced that its LinuxWizardry Linux routing
technology  would  be  used  on  Linux-based  routers  which have been named the
official  Network  hardware  for  the LinuxFest Trade Show.  The network routers
will  be  connecting  all the vendors at the trade show to a high-speed wireless
Internet  connection.  This  would  be  the first practical demonstration of the
Company's  technology.  LinuxWizardry also exhibited at the event which was held
in  Kansas  City from June 20-24, 2000 and was billed as the premier Linux event
in  the  Midwest.

     On  July  17, 2000 the Company announced that LinuxWizardry has developed a
new  Virtual  Private Network (VPN) Internet Appliance which uses the Apprentice
Command  Center  TM  interface  to configure secure access through the Internet.
The  new  product,  dubbed  Magic  Passage, will protect a business network from
unscrupulous  Internet  hackers  while  allowing  authorized users to access the
network  with ease.  The Apprentice Command Centre TM allows anyone to configure
their  VPN  graphically, using simple drag-and-drop commands. LinuxWizardry will
be  demonstrating  Magic Passage along with the Apprentice Router product at the
LinuxWorld Conference and Expo in San Jose, California during the week of August
15,  2000.

     July  25,  2000  the Company announced that an agreement has been completed
with  SOVO  Computer Center to sell its Apprentice Family of Linux-Based Routers
through  SOVO's  many  customers  and  through  its  web  site:  www.sovo.net.
Production  units of the Apprentice router are scheduled for launch in August of
this  year.


<PAGE>
LINUXWIZARDRY  INC.

BACKGROUND
----------

     LinuxWizardry has identified a need for and is developing a small, low cost
router,  which it calls the "Apprentice Router" that runs on the Linux Operating
System.  The  Apprentice  Router  utilizes  a  simple  drag  and drop Java-based
Graphical  User  Interface (GUI) such that a network specialist is not needed in
order  to  configuration  the  network

Linux Operating System
----------------------

     As  the  new  digital  economy  continues  to  emerge, companies are moving
towards use of the Linux Operating System for their mission critical operations.
Linux's  rise  in  popularity  can  be  partially
attributed  to  its  open  source  programming  code which allows for continuous
improvement  in  the  operating  system and lets users effectively customize the
operating  system  to  their  own  needs.  This,  combined  with  its  ease  of
availability  has led Linux to emerge as a viable alternative to other operating
systems  such Windows NT, Novell Netware and Unix.  In 1999, 1.35 million copies
of  Linux  were  sold,  which  represented a 25% market share of the 5.4 million
total copies of operating system software sold. In comparison, sales of Linux in
1998  represented  only  16%  of  the  market  share.  Linux  shipments  in 1999
surpassed  those  of  Novell Netware and Unix.  Linux shipments increased by 92%
between  1998  and  1999,  faster  than  any other operating system. While it is
important  to  note  that  the  number  of Linux Operating System copies sold is
significant,  the  number  of  Linux  installations  may  actually  be  a  more
appropriate  indicator  of Linux popularity, due to the free availability of the
Linux  software.  As  a  result,  Linux  appears  to be poised to become a major
player  in  the  Information  Technology  marketplace.

     Network and Router Technology
     -----------------------------

     A  computer  network  incorporates  a series of points or nodes (computers,
printers,  terminals)  connected  by  communication  paths. These paths transfer
information  from  point  to  point  using  various  types of wired and wireless
connections.  Networks  can  be characterized by their connectivity over spatial
distance  -  local area network (LAN) or wide area network (WAN) and by means of
data  transmission  type,  nature  of  connection  and  physical  link  types.


<PAGE>
     Routers  function  as  fundamental  components  of any LAN, WAN intranet or
Internet  network.  A  router  is  a device combining hardware and software on a
computer that determines the subsequent network point to which information is to
be  forwarded  in order to reach its final destination.  Routers are flexible in
that they can run different operating systems such as Windows NT, Novell Netware
and  Unix,  as  well  as  supporting  various Internet protocols.  A significant
drawback,  however,  has  been  that  certain  standard  router  technology uses
difficult to configure, text-based interfaces that require a network specialist.

     Routers can connect to the Internet through specific high-speed connections
including xDSL, T1, T3 and ISDN subscriber lines, all of which allow for greater
data  throughput  over  the  Internet  than available through standard telephone
lines  and  modems.

     In  order  to  connect  to the Internet, an individual user may use a phone
line  and modem, which connects them to an Internet Service Provider (ISP).  The
ISP  then  provides a connection to the Internet via one or more routers.  Small
and  medium  sized  businesses  or  enterprises with existing LANs may choose to
purchase  their  own router(s), which can be a costly endeavor.  Prices can vary
from  US$300  to  US$100,000  depending  on  the  router  features which include
Internet  connection  type,  firewall  capability  and  protocol(s).

     The  demand for high-speed Internet access globally is increasing at a very
high  rate. Analysts believe that xDSL (high bandwidth Digital Subscriber Lines)
connections  will  facilitate adoption of the Internet in the consumer, small to
medium sized business and small office-home office marketplaces.  In particular,
it is believed that North America will see enormous growth in the implementation
of  xDSL  connections  over  the  next  two  years.  It is estimated by industry
experts  that  the  number  of xDSL connections will rise from 25,000 in 1999 to
2.25  million  in  2002.  Small  businesses  are  a  major  source of demand for
high-speed  Internet  access.  In 1998, there were an estimated 85 million small
business  globally  (those with less than 100 employees), with 8 million located
in  Canada  and the United States.  Approximately half of these small businesses
were not online at the beginning of 1999 and one-third still may not be by 2001.
As  small  businesses  continue  to  come  on-line,  they  will  require  a
cost-effective, simple means of Internet access, security and traffic management
solutions  such  as  those  proposed  by  Linux  Wizardry.


<PAGE>
     Consumers  and  businesses  continue  to  seek  high-speed Internet access,
resulting  in  rapidly  expanding  market  for  broadband  routers. According to
research  published  by  The  Dell  Oro  Group,  a US-based market research firm
specializing  in  networking,  it  predicts  that  router sales will triple from
US$700  million  in  1999  to  US$2 billion in 2000.  Three factors appear to be
driving  this  rapid  growth: (1) an increase in Internet traffic; (2) a move by
ISPs  from  hub and spoke network topologies, which require few routers, to mesh
technologies,  which  require several routers; and, (3) use of DWDM equipment in
networks,  which  requires  a  router  to  terminate  each  DWDM  channel.

PRODUCTS
--------

     Apprentice Router(TM)
     ---------------------

     The Apprentice Router is one of the few Linux-based routers to be available
in  the current marketplace.  It combines low cost and Pentium PC based hardware
utilizing the Linux Operating System, which can be configured through an easy to
use  Java-based  Graphical User Interface (GUI), known as the Apprentice Command
Centre.  The  Apprentice  Command Centre software was developed by LinuxWizardry
using the Java programming language (version 1.21) and has been copyrighted.  By
using  Java  as the development language for the Apprentice Router, the software
component  is  completely  portable  for  use  with  other operating systems.  A
primary  use  of  the  Apprentice Router will be to connect LANs to the Internet
over  a  xDSL  connection  in  small  to  medium  sized  business  environments.

     Advantages of Apprentice Router(TM)
     -----------------------------------

The  Apprentice  Router:
     * Combines ease of use, low cost, size and flexibility in the router market
place
*  Offers  low cost because it uses off-the-shelf personal computer technologies
and  readily  available  hardware  components
*  Is  user  friendly  because  the Java-based Graphical User Interface provides
icons  that represent network components. The network is configured by drawing a
network  diagram using standard drag and drop techniques, letting businesses see
a  graphical  representation  of  their  networks,  instead of cryptic text-base
messages.  This  allows  consumers,  small  to medium sized businesses and small
office-home  office  users  to  take  control of their network configuration and
maintenance  where  previously  a  network  specialist  was  needed  for network
configuration
*  Offers  software portability because it uses Java as the development language
which  allows  use  on other operating systems that support Java-enabled servers
and  browsers
*  Offers  easy  upgradability  with system software upgrades available from the
LinuxWizardry  website


<PAGE>
     The  Apprentice  Router  has  several  key  features:

     Firstly, even though the router itself runs the Linux Operating System, the
router  operating  system  runs  independently  of  the  operating system of the
network  to  which  it  is  to  be  connected.  Simply  put,  the router has the
capability  to  serve  LANs  or  WANs  running  on  other  operating  systems;

     Secondly,  the  connections between the Apprentice Router, the Internet and
other  network computers are configured through the Apprentice Command Centre, a
drag  and drop Graphical User Interface. The Java-based Graphical User Interface
is  run  from  most  Java-enabled  web browsers (Netscape and Microsoft Internet
Explorer)  and  is intended to be so simple that most individuals would find the
task  of  configuring  the  network connections relatively straightforward, and:

     Lastly,  the  Apprentice  Router also supports various Internet connections
including  xDSL,  ISDN, T1 to T3 as well as supporting standard Internet routing
protocols  such  as  RIP,  BGP  and  OSPF.

     The  Apprentice Router, running Linux, allows an individual using a network
computer  to  configure  not only the xDSL connection between the router and the
Internet,  but the entire network.  Specifically, the web browser on the network
computer  sends  a  request for the Graphical User Interface to the router.  The
web  server  running  on  the  router  responds  to the web browser's request by
sending  the  Graphical  User  Interface  in  the  form  of  a Java applet.  The
configuration  protocol  instructions  as  input  from  the network computer are
transferred  via  the  Graphical  User  Interface  to  the  Apprentice  Router.

MARKETING  STRATEGY
---------  --------

     LinuxWizardry  demonstrated  the prototype version of the Apprentice Router
at the LinuxWorld Expo in February 2000 and received, what it believes to be, an
enthusiastic response.  A market-ready product is planned to be available to the
market by August 2000. The projected price point range of US$500 to US$1,000 per
router  will  target  small  office-home  office  users  and  small  businesses.


<PAGE>
     The  anticipated  revenue  from  the  roll-out  of the Apprentice Router is
expected  to  be  generated  from three main sources: (1) selling the Apprentice
Router as a plug and play device; (2) licensing of the Apprentice Router Command
Centre software; and, (3) developing customized network solutions for businesses
utilizing  the  Apprentice  Router  and  Apprentice  Command  Centre.

     Consumer  demand  is growing rapidly for high-speed Internet xDSL and cable
connections.  This provides a significant opportunity for a Linux-based plug and
play  router  capable  of  offering  services  to new subscribers.  Distribution
channels include telcos, computer manufacturers, retailers and direct to the end
user  over the Internet. Through Information Highway.com, Inc., a Canadian-based
ISP and a related company, LinuxWizardry has established a strategic partnership
to  sell  their  DSL  Service  with  Bell  Atlantic,  one of the leading telecom
companies  in  the  eastern  United  States.  Information Highway.com, Inc. Bell
Atlantic  will  sell  the LinuxWizardry Internet products through their existing
customer  base.  Other  distribution  channels  are  also being investigated and
developed.

ADDITIONAL  PRODUCT  POTENTIAL
----------  -------  ---------

     The  Company  believes,  based  upon  its knowledge of the market, that the
router  has  significant  potential to develop into a network appliance as other
applications  such  as firewall protection, VoIP solutions and VPNs are added to
the  router  configuration.

     The  Java-based  Graphical  User  Interface  software (Apprentice Com- mand
Centre)  developed  by  LinuxWizardry for the drag and drop configur- ation of a
router  has  high  functionality  and  ease  of  use.
 The  Company  believes  that  an  excellent  opportunity exists to license this
software  for  use  in  other  products and to OEMs. Custom programming and user
interface  solutions  can also be provided on an outsource basis as the embedded
Linux  Operating  System market continues to expand providing customized network
solutions  to  larger  businesses  appears  to  represent  a  significant growth
opportunity  for  LinuxWizardry to utilize their skills, knowledge and expertise
to  establish  the  Company  as  a  premier service provider for Linux Operating
System  and  Java-based  solutions.


<PAGE>
MANUFACTURING
-------------

     On  June  9,  2000  the  Company  awarded  a  contract  to  Lineo, Inc., to
manufacture  the  Apprentice  Router incorporating LinuxWizardry's propri- etary
configuration  software  known  as  the  Apprentice  Command Center. The Company
believes that this alliance with Lineo TM will enable it to bring our Apprentice
Router  technology to market quickly and allow it to keep pace with the expected
demand  for  its  products.  Under  the  terms  of  the  Agreement,  Lineo  will
manufacture  the  hardware  for  the  first  version  of  Apprentice  Router for
LinuxWizardry.  Pursuant  to  the terms of the proposed License Agreement, Lineo
will  create  100  proto-  type  routers  for  LinuxWizardry  for  beta testing.
LinuxWizardry will pay a non-recurring engineering fee of $35,000, together with
the  pay- ment of $29,900 for the prototpye routers. Upon completion of the beta
testing,  Lineo  will  manufacture  the  Apprentice  Router  at  a cost of manu-
facturing  cost  plus  45%  on a declining scale, based on volume manufacturing,
provided  that  the  cost  of  the  router  will  not  exceed  US$300.

COMPETITION
-----------

     Cisco Systems, Inc. currently controls 77% of the global router market with
many small niche players holding a 1% to 2% market share. Other companies active
in  this  market include Nortel Networks, Juniper Networks, Inc., Ramp Networks,
Inc.  and  ZyXel  Communications.  The Apprentice Router's low cost, ease of use
and  flexibility  combined  with  it  being  one  of the few Linux-based routers
available  in  the  current  market  gives it a competitive advantage over other
existing  routers.

RISK  FACTORS
----  -------

     The  Company is subject all of the generic risk factors affecting any small
startup  business,  including:  limited  operating  capital;  limited management
capabilities;  difficulty  and  expense  of  marketing  products;  quickly  and
ever-changing technology, and perhaps, most importantly, significant competition
from  much  larger competitors who are well-established, well-funded and capable
of  coming  into  the market with similar products which could quickly erase any
potential  advantage  which  LinuxWizardry  may  currently  have. Any one or any
combination  of  the  above  factors could be sufficient to cause the Company to
fail  in  its  current  efforts  and  to  possibly  go  out  of  business.


                        ITEM 2.  DESCRIPTION OF PROPERTY.
                                 ------------------------

Registrant's Head Office
------------------------


<PAGE>
     The  Company  owns  no  properties.  The  Company currently utilizes office
space  in  a  commercial  business  park  building  located in Richmond, British
Columbia,  Canada, a suburb of Vancouver. The space is shared with several other
companies  which  share  common  management.

     The  monthly  rent  for  its  portion  of  this  1,000 square foot space is
$500.00.  The  present  facilities  are  believed to be adequate for meeting the
Registrant's  needs  for  the  immediate  future. If required in the future, the
Company  does  not  anticipate  that  it  will  have any difficulty in obtaining
additional  space at favorable rates.  There are no current plans to purchase or
otherwise  acquire  any  properties  in  the  near  future.

     LinuxWizardry,  Inc.,  the  Florida-based  subsidiary  currently sub leases
office  space in Boca Raton at a rate of US$5,724 on a lease which expires March
31,  2003.


                       ITEM 3.  PENDING LEGAL PROCEEDINGS.
                                --------------------------

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

                        ITEM  4.   CONTROL OF REGISTRANT.
                                   ----------------------

     To  the  best  of the Registrant's knowledge, it is not indirectly owned or
controlled  by  any  other  corporation  or  foreign  government.

     As  of  August 28, 2000, 13,764,864 Common Shares were outstanding. At such
date,  there  were no persons or groups known to the Company to be the owners of
more  than  10%  of  the  Registrant's  issued  and outstanding shares except as
disclosed  below:

 Title                                           Amount         Percent of Class
Identity of Person or Group                       owned           of class
---------------------------                     ---------       ----------------

  Common     John  G.  Robertson                1,652,000                 12.00%


<PAGE>
The present officers and directors of the Company and its subsidiary, as a group
own,  directly  or  indirectly (including optioned shares of 950,000) a total of
5,985,423  shares  representing  43.48%  of the currently outstanding 13,764,864
Common  Shares,  as  of August 15, 2000, and 40.65% of the shares which would be
outstanding  if  all  of the officers' and directors' 960,000 options were to be
exercised.

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

ITEM  5.  NATURE OF TRADING MARKET.
          -------------------------

     The  Registrant's  shares  have traded solely on the Alberta Stock Exchange
(the  "ASE")  between  November,  1995  and  December 14, 1999, at which time it
voluntarily  delisted  from  said  exchange.  The  stock  has  traded on the OTC
Bulletin  Board  in  the  United  States  since  November  1999 under the symbol
"FPMCF".

     The  Company  believes that its common stock falls under the classification
of  a  "penny  stock",  as that term is defined by Rule 3a51-1 of the Securities
Exchange Act of 1934. This rule imposes additional sales practice requirement on
broker-dealers  who  sell  such  securities  to  persons, other that established
customers  and accredited investors, which are generally defined as institutions
with  assets in excess of US$5,000,000, or individuals with net worths in excess
of  US$1,000,000,  or  annual incomes exceeding US$200,000 or US$300,000 jointly
with their spouse. For transactions covered by this rule, the broker-dealer must
first  make  a  special  suitability  determination  for  the  purchaser and the
transaction, prior to the sale. Consequently, the rule may affect the ability of
brokers-dealers  to  sell  the  Registrant's  securities  and  may  also  have a
potentially  adverse  effect  upon  the ability of existing shareholders and new
purchasers  of the Registrant's securities to sell their shares in the secondary
market,  should  one  ever  develop  in  the  United  States.

     The ranges of the low and high sales prices for the Company's shares traded
on  the  ASE  and  OTC  Bulletin  Board  during  the last two fiscal years ended
February  28/29  and  the  quarter  ended  May  31,

2000  were  as  follows:

     Period                          High*   Low*   Close*     Volume
     ------                          ----    ---    -----      ------

1999 1st  Quarter  ended   5/29/98   0.11    0.08    0.08     115,500
     2nd  Quarter  ended   8/31/98   0.15    0.08    0.14     116,595
     3rd  Quarter  ended  11/30/98   0.19    0.10    0.11     370,500
     4th  Quarter  ended   2/26/99   0.12    0.08    0.12      73,000

<PAGE>

2000 1st  Quarter  ended   5/31/99   0.13    0.11    0.11     250,000
     2nd  Quarter  ended   8/31/99   0.16    0.08    0.12     374.500
     3rd  Quarter  ended  11/30/99*  0.72    0.16    0.66   1,228,000
     4th  Quarter  ended   2/29/00*  4.00    0.42    2.87  12,385,000

2001 1st  Quarter  ended   5/31/00*  1.25    4.60    1.31   8,614,800

*Prices  in  C$  through  11/30/99,  US$  from  12/01/99  through  5/31/00

     As  of  August 15, 2000, there were 13,764,864 Common Shares of the Company
outstanding.  At  such date, there were 29 holders of record of the Registrant's
shares residing in the United States, holding a total of approximately 3,070,950
shares, representing approximately 22.3% of the outstanding shares.  This number
does  not  include  any  possible  shareholders who are not registered and those
holding  shares  in  street  name.

ITEM  6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS.
          -------------------------------------------------------------------

     (a)  There  are  no  governmental  laws,  decrees  or regulations in Canada
relating  to  restrictions  on the export of capital affecting the remittance of
interest, dividends or other payments to nonresident holders of the Registrant's
shares.  Any  such  remittances,  however,  are subject to withholding tax.  See
Item  7,  "Taxation".

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


<PAGE>
                               ITEM 7.  TAXATION.
                                        ---------

Withholding
-----------

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

Capital Gains
-------------

     A nonresident purchaser who holds shares of the Company as capital property
will  not be subject to tax on capital gains realized on the disposition of such
shares  unless such shares are "taxable Canadian property" within the meaning of
the  Income  Tax Act (Canada) and no relief is afforded under any applicable tax
treaty.
 The  shares  of the Company would be taxable Canadian property of a nonresident
purchaser if the nonresident purchaser used the shares in carrying on a business
in  Canada  or  if at any time during the five-year period immediately preceding
the  disposition  not  less than 25 percent of the issued shares of any class of
the  Company  belonged  to  the  particular  purchaser,  persons  with  whom the
purchaser  did  not  deal  at  arm's  length  or  any  combination  thereof.

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


                        ITEM 8. SELECTED FINANCIAL DATA.
                                ------------------------

     The  selected  financial data set forth in the following table is expressed
in Canadian dollars.  Since June 1, 1970, the Government of Canada has permitted
a  floating  exchange  rate  to  determine  the  value of the Canadian dollar as
compared  to  the United States dollar.  At February 29, 2000, US$1.00 was equal
to  approximately  C$1.4487.  The  exchange rates for the past five fiscal years
ended  February  28/29,  are  presented in the introduction to this registration
statement.

     Capital Expenditures and Financing
     ----------------------------------


<PAGE>
     At  its  February  28,  2000  fiscal  year end, the Company had $750,000 of
anticipated  capital  expenditures  for  the  ensuing  six  month  period.

     The  following  represents selected financial data for the Company for each
of the past five fiscal years, ending on February 28/29.  The data presented for
the  2000,  1999,  1998  and  1997  fiscal years are prepared in accordance with
generally  accepted  accounting principles in the United States and for 1996, in
accordance  with generally accepted accounting principles in Canada. All amounts
are  expressed  in  Canadian  dollars:

                                        Fiscal  Years  Ended  February  28/29

<TABLE>
<CAPTION>
                            2000         1999        1998        1997      1996*
                       ------------  ----------  ----------  ----------  ----------
<S>                    <C>           <C>         <C>         <C>         <C>
Net  Revenue           $         -   $       -   $       -   $       -   $     439
Income  (loss)
from  continuing
operations              (1,390,772)   (129,212)   (160,404)   (195,571)   (117,831)
Income  (loss)
per  Common  Share           (0.13)      (0.02)      (0.02)      (0.05)      (0.03)
Total  Assets              543,404       6,574      32,259     437,641     634,956
Working  Capital           451,376    (171,653)   (128,883)     30,521     116,344
Shareholders'  Equity      455,947    (171,651)   (129,881)    327,775     551,163
Cash  Dividends  per
 Common  Share         $       nil   $     nil   $     nil   $     nil   $     nil
<FN>
*1996  figures  are  presented  under  Canadian  GAAP.
</TABLE>


<PAGE>
     Reference  is made to "Item 1. Description of Business" and "Item 9.
                                    -----------------------       ------
Management's Discussion and Analysis of Financial Condition and Results of
--------------------------------------------------------------------------
Operations"  for  a  description  of the initiation and progression of
----------
Registrant's  activities  since  its  incorporation.


ITEM  9.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          ---------------------------------------------------------------
RESULTS OF OPERATIONS.
---------------------

     In  the past, the Company has derived most of its development and operating
capital primarily from the issuance of capital stock. Minor amounts were derived
from  oil  and  gas  revenues,  and  interest.

     The  Company  has  been successful in the past in acquiring capital through
the  issuance  of  shares of its Common Stock, and through advances from related
parties. Although it intends to continue utilizing these sources, there has been
no  assurance  in  the  past that these sources and methods would continue to be
available  in  the  future.  On July 16, 1999, the Company received from John G.
Robertson,  its  President,  a  "Commitment  to  Provide  Financing  to  Flame
Petro-Minerals  Corp.  as  Required  for  Ongoing Operations". In substance, the
Commitment  states  that if the Company is not able to obtain funds required for
maintaining its ongoing operations and status as a publicly traded company, from
other  sources,  Mr. Robertson agrees and commits to provide, and/or arrange for
any  such  funds for the Company on either a loan, equity, or combination basis,
on  mutually  agreeable  terms,  and  which comply with any regulatory rules and
regulations  applicable  to such transactions. Mr. Robertson further states that
such  maintenance  funding requirements are estimated at approximately C$100,000
per  year  and  that  he is capable of and willing to provide and/or arrange for
such  funding  until  the  Company is able to obtain adequate funding from other
sources,  and/or  is  able  to  generate  net  earnings from revenues which will
sustain  its  ongoing  operations.

     In  the event that Mr. Robertson were not able to meet his commitments, and
no  other  sources  of capital were available to the Company in the future, on a
reasonable  financial  basis,  it  would  face the same obstacles as many small,
undercapitalized  companies  do,  and,  in  the  worst  case, could be forced to
reorganize  or  liquidate,  either  of  which  consequence  would likely have an
adverse  financial  effect  upon  the  Registrant's  shareholders.


<PAGE>
     At  the  present  time,  and  in  its  present  circumstances, there exists
substantial  doubt  as  to  the  ability  of  the Company to continue as a going
concern,  since  there  is  no ongoing source of revenues and profits capable of
sustaining  the  Registrant's  operating  overhead.  Although  Mr. Robertson has
committed  to  ensuring that the Company is able to survive on an interim basis,
over  the longer term, the Com- pany will need to find and enter into a business
which holds the pros- pects of ensuring that it can continue as a going concern.
The  primary  focus  of  management  at  the  present time is on researching new
business  opportunities  and  assessing  potential  financing  possibilities for
funding  any  such  new  business  which  may  be  entered  into  or  acquired.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Three months ended May 31, 2000 compared to three months ended  May 31, 1999
----------------------------------------------------------------------------

     During  the  period ended May 31, 2000, the Company financed its operations
mainly  through  the  issuance  of  capital  stock which provided a net $348,869
compared to no such stock sales in the 1999 period. The other significant source
of capital resulted from an increase in accounts payable, which stood at $90,897
at  the  end  of  the  2000  period,  compared to $22,777 at the end of the 1999
period.  Amounts  due  to related parties decreased to $23,128 at the end of the
1999  period,  compared  to  $180,134  at  the  end  of  the  1999  period.

     At  the  end of the 2000 period, current assets stood at $195,863, compared
to  $9,178  at  the  end  of  the  1999 period. Current liabilities decreased to
$122,025 from $204,911 in 1999 due to the factors described above.  As a result,
working  capital  increase  substantially from a negative $195,737 at the end of
the  1999  period  to  a  positive $73,838.  Shareholders' equity increased to a
positive  $135,099  from  a negative $195,733 at the end of the 1999 period as a
result  of  the  cash  infusions  from  the  capital  stock  insuances.


     Fiscal 1999 compared to 1998
     ----------------------------

     During  the 1999 fiscal year ended February 28, 1999, the Company continued
to  derive,  as  in  the  past,  most  of  its development and operating capital
primarily  from  the  issuance  of  capital  stock.

     During  the  year, the Company issued a total of 584,000 Common Shares in a
private placement at $0.15 per share which provided $87,442 to the Company.  The
securities  offered  pursuant  to this placement were sold in Canada. During the
year,  the  Company  received  a  net  $5,961  in advances from related parties.


<PAGE>
     At 1999 yearend, current assets stood at $6,574, compared to $32,259 at the
end  of  1998.  Current  liabilities increased to $178,225 from $162,140 in 1998
due  mainly to an increase in accounts payable from $7,667 at the end of in 1998
to  $18,591  the  end  of  1999.  Working  capital  decreased substantially to a
negative  $171,651  from  a negative $129,881 at the end of 1998.  Shareholders'
equity  decreased  to a negative $171,651 from a negative $129,881 at the end of
1998.  as  a  result  of  continuing  operating  losses.

     All  of  the  above  figures  are  reported  under  U.S.  GAAP.

RESULTS OF OPERATIONS
---------------------

     Three months ended May 31, 2000 compared to three months ended
     --------------------------------------------------------------
May 31, 1999
------------

     The  Company  received no revenues from operations in the 2000 period ended
May  31,  as it similarly did in the 1999 period. 2000 interest income increased
to  $538  from  $45  in  1999.

     General  and  administrative expenses rose significantly in the 2000 period
to  $401,297  from  the  $21,082 of the previous year period as the Company went
from  an  essentially  dormant  position  to  an  operating  entity.  The  most
significant  changes  occurred  in  investor relations expenses, which jumped to
$180,009  in  2000 from nil in 1999. Other significant increases came in office,
rent  and telephone costs which jumped to $60,820 from $2,751 in 1999 reflecting
the  operation  of the Florida subsidiary. Salaries and benefits totaled $59,820
in  2000  compared  to  nil in 1999, and travel and promotion totaled $33,633 in
2000 compared to nil in 1999. Research and development expenses totaled $128,892
in  the  2000  period  compared to none recorded in the previous year. Likewise,
selling  and  marketing expenses totaled $139,528 in the 2000 period compared to
none  recorded  in  the  1999  period.

     As a result of the increased expenditures, the net loss for the 2000 period
totaled  $669,717,  compared  to  a  loss  of  $21,082  in  1999.

Fiscal 2000 compared to 1999
----------------------------

     During fiscal 2000, the Company received no revenues from operations, as it
also  did  in  1999.  Interest  income  was  negligible  in  both  years.


<PAGE>
     Administrative  expenses  in  2000 totaled $188,700 compared to $113,607 in
1999.  The  increase  was  due mainly to the higher level of activity related to
the  Company's  acquisition  of  LinuxWizardry, Inc. Investor relations expenses
totaled $42,951 in 2000 compared to $9.090 in 1999, Other factor contributing to
the  higher  administrative       expenses  were  increased  office,  rent  and
telephone  expenses ($30,547 in 2000 vs $16,134 in 1999), increased professional
fees  ($25,240  in 2000 vs $16,223 in 1999).  Management and directors fees also
rose to       $55,050 from $42,000 in 1999. Travel and promotion costs rose from
nil  in 1999 to $12,019 in 2000. The only area of decrease was in consulting and
subtract  expenses,  which  dropped  from  $17,486  in  1999  to $3,787 in 2000.

     Other  expenses  remained  relatively  stable.  For  additional  details on
events  which  took  place during the course of the fiscal year, please refer to
Item  1.

     Mineral  property  carrying  costs decreased considerably in 2000 to $3,817
from  $15,605  in  1999  because  the  Company  did  not  carry  on any drilling
activities  during  fiscal  2000  as  it  had  in  1999.

     Costs  associated with the acquisition and operations of LinuxWizardy, Inc.
contributed  significantly to expenses incurred during fiscal 2000. Research and
development  costs  totaled  $1,000,557  compared  to  no such amount during the
previous  year,  since  LinuxWizardy, Inc. was only formed in late 1999. Selling
and  marketing  costs  related  to  that  business  totaled  $97,698  in  2000.

     The  net  loss  for 2000 under U.S. GAAP., totaled $1,390,772 compared to a
loss  of  $129,212  in  1999.

     Fiscal 1999 compared to 1998
     ----------------------------

     The  Company  received  no  revenues  from  operations in fiscal 1999 as it
similarly  did  in  1998.  1999 interest income decreased to $148 from $2,875 in
1998.

     Administrative  expenses  rose to $113,607 in 1999 from $98,553 in 1998 due
mainly  to  a  net increase of $26,084 in consulting and professional fees while
investor  relations  expenses  dropped  to  $9,090  from  $27,726 in 1998. Other
expenses  remain  relatively  static.


<PAGE>
     Mineral  property  exploration  expenses  dropped  considerably  in 1999 to
$13,808  from  $61,851  in  1998  as the Company determined to de- emphasize its
interest  in this area due low gold prices, lack of positive exploration results
and  difficulty  in  raising  capital  for  further  exploration.

     The net loss for 1999 under U.S. GAAP., totaled $129,212 compared to a loss
of  $160,404  in  1998.

     Year 2000 Concerns and Compliance
     ---------------------------------

     The  Company experienced no adverse effects as a result of concerns related
to  the  year  2000  (Y2K) rollover. Neither is the Company aware of any adverse
effects  which may have been experienced by any of its suppliers or customers as
a  result  of  their  relationship  or  dealings  with  the  Company.

     ITEM  9A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                ----------------------------------------------
MARKET RISK.
------------

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133.
"Accounting  For  Derivative Instruments and Hedging Activities." This statement
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging  activities.  SFAS No. 133 will be effective for the Registrant's fiscal
year  beginning  March  1,  2000.  Because  the  Company  is not involved in any
activities covered by SFAS No. 133, the adoption of SFAS No. 133 is not expected
to  have  a material effect on the Registrant's financial position or results of
operations.

               ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT.
                        -----------------------------------------

                        Position with                         Office
        Name             Registrant       Term of Office     Held Since
        ----            --------------  -------------------  ----------

John G. Robertson       President and   Annual Shareholders   3/05/79
                        Director        Meeting in 2000

Brian  Cherry           Director        Annual  hareholders   2/11/93
                                        Meeting  in  2000


<PAGE>
Donna M. Moroney        Director and    Annual Shareholders   6/17/98
                        Secretary       Meeting in 2000

Jennifer H. Lorette     Vice President  At the discretion     6/01/94
                        and CFO         of the Directors

Mike Carpenter          Director and    At the discretion     1/07/00
                        Officer of      of the Directors
                        Subsidiary

Nelson Comas            Director and    At the discretion     1/07/00
                        Officer of      of the Directors
                        Subsidiary

Frank Gepfrich          Officer of      At the discretion     1/07/00
                        Subsidiary      of the Directors

Russ Gallagher          Officer of      At the discretion     1/07/00
                        Subsidiary      of the Directors

     John G. Robertson  - Mr. Robertson is President and founder of the Company.
     ------- ---------
He  is  also the President and a Director of the following public companies: IAS
Communications,  Inc.,  a  U.S. public company which is developing and marketing
proprietary  antenna  technology;  Information  Highway  Inc.,  a  U.S.  public
company engaged in the internet services  provider  business;  Reg  Technologies
Inc.,  a  Canadian  company,  and REGI U.S. Inc., a related U.S.  public company
which,  together,  are  engaged in the development of a rotary engine/compressor
technology;  and Teryl Resources Corp., a Canadian public company engaged in the
minerals development business in Alaska.  He is also President and a Director of
SMR Investments Ltd., a private company. Mr. Robertson is a citizen and resident
of  Canada.

     Brian Cherry  -  Mr.  Cherry  is  a  Director of the Company.  He is also a
     ------------
Director  and  Officer of the following public companies: Reg Technologies Inc.,
REGI  U.S.  Inc.  and  Teryl  Resources  Corp., and is also employed by Superior
Manufacturing,  a  private  company  located  in  Mission, B.C. Mr.  Cherry is a
citizen  and  resident  of  Canada.

     Donna M. Moroney  -  Ms.  Moroney  is  a director of the Company and also a
     ----------------
consultant  to and officer of a number of private and public companies in Canada
providing assistance in regulatory compliance and administrative support. She is
a  citizen  and  resident  of  Canada.

<PAGE>

     Jennifer H. Lorette  -  Ms.  Lorette  has  been  Vice  President  and Chief
     -------------------
Financial  Officer  of  the  Company  since  June  1,  1994.  She is also a vice
president  of  Reg  Technologies,  Inc.  and  REGI  US, Inc. Ms. Lorette is also
Secretary/  Treasurer  and  Chief Financial Officer of Information Highway Inc.,
and  Secretary/Treasurer of IAS Communications Inc. Ms. Lorette is a citizen and
resident  of  Canada.

     Michael Carpenter,  Chief  Executive  Officer  of  subsidiary - has over 20
     -----------------
years  of  experience  with IBM, Motorola, Honeywell, Boeing and Chrysler in the
development  of Linux and Unix based applications including IBM ViaVoice Outloud
for  the  Linux  Operating  System.

     Nelson Comas,  Chief  Operating  Officer  of  subsidiary  - has 12 years of
     ------------
experience  in  developing  and  optimizing the manufacturing process throughout
major  manufacturing facilities worldwide, through hardware and software process
improvements.  Mr.  Comas  has  an  extensive  background  in  Test  Systems
Engineering  and  was  responsible  for  the  development  of  level  4 software
processes  at  Motorola.

     Frank Gepfrich,  Chief  Technology  Officer of subsidiary - has 14 years of
     --------------
experience  in developing enterprise software solutions with X- Windows and Java
for  Unix.  Additional  technical  experience  also  includes  creating Intranet
applications using CORBA and JAVA in mixed computer environments.  Mr.  Gepfrich
was  also  responsible  for  developing  corporate  wide  solutions at Motorola.

     Russ Gallagher,  Chief  Financial  Officer of subsidiary, has over 40 years
     --------------
experience  in the securities industry, including 20 years as owner of Gallagher
& Co., a NASD broker dealer firm.  Mr. Gallagher previously worked as a computer
design  engineer  for  North  American  Rockwell  and  has  advanced  degrees in
Electrical  Engineering.


                ITEM 11.  REMUNERATION OF DIRECTORS AND OFFICERS
                          --------------- ------------- --------

     For  the  fiscal  year  ended  February  29, 2000 the Company and itssubsi-
diaries  paid  $42,000  in  compensation  to  directors and officers as a group.


<PAGE>
     SMR  Investments  Ltd.,  a  company owned by Susanne M.  Robertson, wife of
John  G.  Robertson,  receives, in accordance with a management agreement $2,5OO
per  month  for  management  fees provided to the Company and $500 per month for
rent.  A  further $1,000 per month is paid to the President of the Company, John
G.  Robertson,  as  a director's fee.  John G. Robertson is also president and a
director  of  SMR  Investments  Ltd.

     During  the  fiscal year ended February 29, 2000 stock options were granted
on a total of 1,100,000 common shares pursuant to stock option plans. A total of
725,000  are  exercisable  at $0.75 and expire on December 21, 2004, and 375,000
are  exercisable  at  $0.75  and  expire  on  January  5,  2005.

     No  cash  or non-cash compensation was paid or distributed to the executive
officers  of  the Company under any pension or other plans nor is there any plan
for  such  payments  or  distributions  during  the  following  fiscal  year.

     No  monies  were set aside or accrued by the Company during the fiscal year
ended  February  29, 2000 to provide pension, retirement or similar benefits for
officers  or  directors  of  the  Company.


ITEM  12.  OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT  OR SUBSIDIARIES
           ---------------------------------------------------------------

Options and warrants to purchase Registrant's Common Shares
-----------------------------------------------------------
held by Officers and Directors of Registrant and Subsidiary
----------- -----------------------------------------------

                                Number of   Exercise      Expiration
Name of Optionee                 Shares       Price     Date of Option
----------------                 -------      -----     --------------

John  G.  Robertson              375,000      $0.75        12-21-04
Brian  Cherry                     75,000       0.75        12-21-04
Donna  M.  Moroney                75,000       0.75        12-21-04
Jennifer  H.  Lorette             75,000       0.75        12-21-04
Mike  Carpenter                   95,000       0.75        01-05-05
Nelson  Comas                     85,000       0.75        01-05-05

<PAGE>
Frank  Gepfrich                   85,000       0.75        01-05-05
Ray  Gallagher                    85,000       0.75        01-05-05
  As  a  group                   950,000

Options and warrants to purchase Registrant's Common Shares held by Others
--------------------------------------------------------------------------

           Number of     Exercise     Expiration
             Shares       Price     Date of Option
             ------       -----     --------------

Employee    100,000       $0.75       12-21-04
Employee     25,000        0.75       12-21-04


ITEM  13.  INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
           ----------------------------------------------

     The Company is party to a management services agreement with SMR Investment
Ltd.  under which it incurred management fees of $30,000 in each of fiscal years
2000,  1999  and 1998, and rent of $6,000 in each of fiscal years 2000, 1999 and
1998.  SMR  Investment  Ltd. is a private company owned by Susanne M. Robertson,
the  wife  of  John  G.  Robertson.

     The  Company  paid  a  director's  fee of $12,000 to John G. Robertson, its
president,  during  each  of  fiscal  years  2000,  1999  and  1998.

     The  Company  had  related  party  advances  outstanding  of  $9,929 at the
February  2000  yearend,  compared to $157,634 at the end of its previous fiscal
year.  These  were  unsecured,  non-interest  bearing and with no fixed terms of
repayment.


<PAGE>
                                     PART II

ITEM  14.  DESCRIPTION OF SECURITIES TO BE REGISTERED
           ------------------------------------------

     The  Company has an authorized capital of 100,000,000 Common Shares without
par  value.  Of  these,  12,909,114  shares  were  issued  and outstanding as of
February  28,  2000  and 13,764,864 shares were issued and outstanding as of the
date  of this Form 20-F. The Common Shares are not subject to any future call or
assessment  and  they all have equal voting rights.  There are no special rights
or  restrictions  of  any nature attached to any of the shares and they all rank
equally,  as to all benefits that might accrue to the holder thereof.  There are
no  restrictions  on  the  repurchase or redemption of shares while there is any
arrearage  in  the  payment  of  dividends  or  sinking  funds  installments.

A.  CAPITAL STOCK
    -------------

     The  holders  of  Common  Shares are entitled to receive dividends in cash,
property  or shares when and if dividends are declared by the Board of Directors
out  of  funds  legally  available  therefor.  There  are  no limitations on the
payment  of  dividends.  A  quorum  for a general meeting of shareholders is two
shareholders  (or  proxyholders)  personally  present. The holders of shares are
entitled  to  one  vote  per  share  on  all  matters  submitted  to  a  vote of
shareholders.  In the event of any liquidation, dissolution or winding up of the
business  of  the  Company,  the assets of the Company, if any, after payment or
provision  for  payment of all debts, obligations or liabilities of the Company,
shall  be  distributed  to  the  holders  of  shares.  There are no pre- emptive
rights, subscription rights, conversion rights or redemption provisions relating
to  the  shares  and none of the shares carries any liability for further calls.

     The  rights  of holders of shares may not be modified other than by  a vote
of  75%  of  the  shares  voting  on  such modification.  Because a quorum for a
general  meeting  of  shareholders  can  exist  with  two

shareholders  (or  proxyholders) personally present holding not less than 10% of
the  issued shares, the rights of holders of shares may be modified by less than
a  majority  of  the  issued shares of Company. Where the rights of any class of
shares have been amended, however, the holders of more than 1O% of that class of
shares who were entitled to vote and did vote against the special resolution for
the  amendment  are entitled, under the Company Act (British Columbia), to apply
to  the  court  to  set  aside the special resolution.  On such application, the
court  may  set  aside  the resolution, affirm the resolution subject to certain
terms  or  affirm  the resolution and require the Company or any other person to
purchase the shares of any shareholder at a price and on the terms determined by
court.

B.  OTHER SECURITIES TO BE REGISTERED
    ---------------------------------
     None


<PAGE>
                                    PART III

                    ITEM 15. DEFAULTS UPON SENIOR SECURITIES
                             -------------------------------

Not  applicable.


ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES
         -----------------------------------------------------------------------

Not  applicable.


                                     PART IV

                         ITEM 17.  FINANCIAL STATEMENTS
                                   --------------------

Reference  is  made  to  "Item  18.  "Financial  Statements".


                         ITEM 18.  FINANCIAL STATEMENTS
                                   --------------------

     The  Registrant's  Financial Statements, Auditor's Reports and Notes to the
Financial Statements which are required to be filed hereunder are listed in Item
19(a)  hereof  and  are  contained  on  pages  25  through 34 of this Form 20-F.


                   ITEM 19.  FINANCIAL STATEMENTS AND EXHIBITS
                             ---------------------------------

(a)  Financial Statements for the fiscal years ended February 28 2000, 1999, and
     --------------------
1998  are  audited.  The  Financial  Statements were prepared in accordance with
generally  accepted accounting principles in the United States and are expressed
in  Canadian  dollars.  At  February  28,  2000  the  Canadian  dollar  equalled
approximately  US$0.6897.

     (b)  Exhibits.  Reference is made to the Exhibit Index displayed on page 35
          ---------
of  this  Form  20-F  which  incorporates by reference those exhibits previously
filed.


<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
(FORMERLY  FLAME  PETRO-MINERALS  CORP.)

(EXPRESSED  IN  CANADIAN  DOLLARS)

                                      INDEX
                                      -----

Independent  Auditors  Report                                               F-1

Consolidated  Balance  Sheets  as  of  February  29,  2000
 and  February  28,  1999                                                   F-2

Consolidated  Statements of Loss and Deficit for the Years Ended
 February  29,  2000  and  February  28,  1999                              F-3

Consolidated  Statements  of  Cash  Flows  for  the  Years Ended
 February  29,  2000  and  February  28,  1999                              F-4

Notes  to  the  Consolidated  Financial  Statements                 F-5 to F-10


<PAGE>






















                           Independent Auditors Report
                           ---------------------------
                                       of
                           Elliott Tulk Pryce Anderson
                              Chartered Accountants


<PAGE>
LinuxWizardry  Systems,  Inc.
(formerly  Flame  Petro-Minerals  Corp.)
(Expressed  in  Canadian  dollars)




                                      Index
                                      -----



Independent Auditors' Report                                                 F-1

Consolidated Balance Sheets as of February 29, 2000 and
 February 28, 1999                                                           F-2

Consolidated Statements of Loss and Deficit for the Years Ended
 February 29, 2000 and February 28, 1999                                     F-3

Consolidated Statements of Cash Flows for the Years Ended
 February 29, 2000 and February 28, 1999                                     F-4

Notes to the Consolidated Financial Statements                       F-5 to F-10


<PAGE>
                          Independent Auditors' Report
                          ----------------------------

To  the  Directors  of
LinuxWizardry  Systems,  Inc.  (formerly  Flame  Petro-Minerals  Corp.)

We  have  audited  the accompanying consolidated balance sheets of LinuxWizardry
Systems,  Inc. (formerly Flame Petro-Minerals Corp.) as at February 29, 2000 and
February 28, 1999 and the consolidated statements of operations and deficit, and
cash  flows  for  the years ended February 29, 2000 and February 28, 1999. These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.
We conducted our audits 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  audits provide a reasonable basis for our
opinion.
In  our  opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at February 29, 2000
and  February  28, 1999 and the results of its operations and its cash flows for
the  years then ended February 29, 2000 and February 28, 1999 in accordance with
generally  accepted  accounting  principles in the United States. As required by
the  British  Columbia  Company  Act  we  report  that,  in  our  opinion, these
principles  have  been  applied  on  a  consistent  basis.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as  a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the  Company  has not generated profitable
operations  since  inception  and  has  recently  acquired a new business in the
development  stage  requiring  significant  operating funds. These factors raise
doubt  about  the Company's ability to continue as a going concern. Management's
plans  in  regard  to  these matters are also discussed in Notes 1 and 10. These
consolidated  financial  statements  do  not include any adjustments which might
result  from  the  outcome  of  these  uncertainties.





                                                           CHARTERED ACCOUNTANTS
Vancouver,  Canada
May  26,  2000


<PAGE>
<TABLE>
<CAPTION>
Vancouver,  Canada
May  26,  2000
LinuxWizardry  Systems,  Inc.
(formerly  Flame  Petro-Minerals  Corp.)
Consolidated  Balance  Sheets
(Expressed  in  Canadian  dollars)



                                                            February 29,   February 28,
                                                                2000           1999
<S>                                                        <C>             <C>
(Note 2(b))
                                                                       $               $
                                          Assets
Current Assets
     Cash                                                        369,395          2,187
Accounts receivable                                                    -          4,385
Prepaid expenses                                                 169,438              -

                                                                 538,833          6,572
Capital Assets (Note 3)                                            7,569              -
Natural Resource Properties (Note 4)                                   2              2

                                                                 543,404          6,574

                                         Liabilities
Current Liabilities
     Accounts payable                                             69,528         18,591
Accrued liabilities                                                8,000          2,000
Due to related parties (Note 5)                                    9,929        157,634

                                                                  87,457        178,225

Contingencies and Commitments (Notes 1 and 7)
  Shareholders' Equity
Common Stock (Note 6)
     Authorized:     100,000,000 common shares,
no par value
     Issued:     12,909,114 and 10,004,114 respectively        2,767,512      1,402,137
     Common shares and warrants subscribed for but not
    issued (600,000 shares) (Note 6(a))                          652,995              -

                                                               3,420,507      1,402,137
Deficit                                                       (2,964,560)    (1,573,788)

                                                                 455,947       (171,651)

                                                                 543,404          6,574
</TABLE>


(The accompanying notes are an integral part of these consolidated financial
statements)
<PAGE>
Approved  by  The  Board:
John  G.  Robertson,  Director          Brian  Cherry,  Director

<TABLE>
<CAPTION>
LinuxWizardry  Systems,  Inc.
(formerly  Flame  Petro-Minerals  Corp.)
Consolidated  Statements  of  Loss  and  Deficit
(Expressed  in  Canadian  dollars)



                                                        February 29,   February 28,
                                                           2000            1999
<S>                                                     <C>          <C>
  (Note 2(b))
                                                        $            $
Revenues                                                           -              -
Expenses
     General and Administrative
     Consulting and subcontract                                  3,787       17,486
Foreign exchange                                                 1,905          299
Investor relations                                              42,951        9,090
Management and directors fees (Note 5(b))                       55,050       42,000
Office, rent and telephone                                      30,547       16,134
Professional fees                                               25,240       16,223
Regulatory fees                                                 13,547       12,523
Technical report                                                 4,000            -
Travel and promotion                                            12,019            -
Less interest income                                              (346)        (148)

                                                               188,700      113,607

Research and Development
     Programmers                                                14,500            -
Purchased in process research and development (Note 1)       1,086,057            -

                                                             1,100,557            -

Selling and Marketing
     Advertising and trade shows                                93,196            -
Travel                                                           4,502            -

                                                                97,698            -

Natural Resource
     Assaying and metallurgical                                      -          816
Drilling                                                             -       12,992
Annual lease costs                                               3,817        1,797

                                                                 3,817       15,605

Net Loss For The Year                                       (1,390,772)    (129,212)
Deficit - Beginning of Year                                 (1,573,788)  (1,444,576)


<PAGE>
Deficit - End of Year                                        (2,964,560)  (1,573,788)


Loss per share (Note 2)                                            (.13)        (.02)


(The accompanying notes are an integral part of these consolidated financial
statements)
<PAGE>
LinuxWizardry Systems, Inc.
(formerly Flame Petro-Minerals Corp.)
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)

                                                        February 29,   February 28,
                                                           2000            1999

  (Note 2(b))
                                                        $            $
Operating Activities
     Net loss for the year                               (1,390,772)    (129,212)
     Financial consulting services paid with shares          27,187            -
In process research and development paid with shares      1,086,057            -
     Change in non-cash working capital items                30,822        7,461

Cash to Operations                                         (246,706)    (121,751)
Financing Activities
     Capital stock issued and/or subscribed for              766,245       87,442
Advances from (repayment to) related parties                (147,705)       5,961
Cash from Financing Activities                               618,540       93,403
Investing Activities
     Acquisition of capital assets                            (7,569)           -
Cash to Investing Activities                                  (7,569)           -
Increase (Decrease) in Cash During the Year                  367,208      (28,348)
Cash - Beginning of Year                                       2,187       30,535
Cash - End of Year                                           369,395        2,187

Cash is comprised of:
     Cash (deficiency)                                       369,395         (313)
Term deposit                                                       -        2,500
                                                             369,395        2,187
Non-Cash Financing Activities
     Stock based compensation
     150,000 shares were issued pursuant to a
financial consulting services agreement                      164,625            -
     Property acquisition (Note 1)
     LinuxWizardry, Inc. was acquired by way
of issuance of 2,000,000 shares                               1,087,500         -

                                                              1,252,125         -


Income taxes paid                                                  -            -
Interest paid                                                      -            -
</TABLE>

(The accompanying notes are an integral part of these consolidated financial
statements)

<PAGE>


<PAGE>
LinuxWizardry Systems, Inc.
(formerly Flame Petro-Minerals Corp.)
Notes to the Consolidated Financial Statements
(Expressed in Canadian dollars)




1.   Nature of Operations, Business Acquisition and Continuance of Business

     The Company was incorporated  February 27, 1979 in Canada under the British
     Columbia Company Act and was  extraprovincially  registered in the Province
     of Alberta on October 12, 1995.

     The Company  voluntarily  delisted  from the Canadian  Venture  Exchange on
     December 14, 1999.  The Company's  stock  currently  trades on the Over the
     Counter Bulletin Board under the symbol "LNXWF".

     On January 10, 2000,  the Company  acquired all the issued capital stock of
     LinuxWizardry, Inc. for 2,000,000 shares of the Company restricted pursuant
     to Rule 144 of the SEC.  These  shares were valued at US$0.375 per share or
     Cnd$1,087,500.  LinuxWizardry, Inc. was a newly created Florida Corporation
     owned by four individuals. Through the experience, knowledge and in process
     research and development conducted by these four individuals to January 10,
     2000,  LinuxWizardry,  Inc. develops  Linux-based  enterprise  software and
     hardware for  end-to-end  networking  solutions  for small and medium sized
     businesses.  LinuxWizardry,  Inc.  has no sales  to date  and is  currently
     developing various  prototypes.  Operating advances of US$545,000 have been
     transferred to LinuxWizardry, Inc. to cover salaries and other overheads in
     Florida to May 26, 2000.  Additional  funds are required to further develop
     the  software  solutions  and  commercially  exploit and execute upon their
     business plan. The Company plans to raise US$2,000,000 to provide necessary
     funds to the end of the next fiscal year. (Note 10)

     The business  acquisition  was accounted  for using the purchase  method of
     accounting  for  business  combinations.  Share  consideration,   totalling
     $1,087,500,  was allocated to in process research and development which was
     expensed to operations. There were no other purchase price adjustments.

     On  March  15,  2000   shareholders   approved   to  rename  the   Company,
     LinuxWizardry Systems, Inc.

     The Company is currently in the development  stage and equity  financing is
     required  to  continue  development  and  commercial  exploitation  of  the
     software.  As a result of the uncertainty  that is typical in a development
     stage  company  there is doubt about the  companies  ability to continue as
     going concern as ultimate success will be based on securing adequate equity
     financing  and/or the  attainment of a  commercially  profitable  business.
     These financial statements have been prepared on a going concern basis.

     The Company is also in the  business of  acquiring  and  exploring  mineral
     properties in the State of Alaska. There has been no determination  whether
     properties held contain ore reserves which are economically recoverable.


2.   Significant Accounting Policies

     (a)  Basis of Accounting

     These  consolidated  financial  statements are prepared in conformity  with
     accounting  principles  generally  accepted  in the  United  States and are
     presented  in  Canadian  dollars.   There  are  no  consolidated  financial
     statements   prepared  using   Canadian   generally   accepted   accounting
     principles;  however,  there would be no material  reconciling  items other
     than presentation items.

(b)     Consolidation


<PAGE>
     These  financial  statements  include  the  accounts of the Company and its
     wholly owned US subsidiary, LinuxWizardry, Inc. These accounts only include
     the operations of LinuxWizardry,  Inc. for the period from January 10, 2000
     (date of acquisition) to February 29, 2000.

     The comparative figures include only the accounts of the Company.


<PAGE>
2.   Significant Accounting Policies (continued)

     (c)  Natural Resource Properties

          The Company  confines its  exploration  activities to areas from which
          gold  has  previously  been  produced  or  to  properties   which  are
          contiguous  to  such  areas  and  have  demonstrated   mineralization.
          Accordingly,  the Company  capitalizes the costs of acquiring  mineral
          claims and options until such time as the  properties  are placed into
          production or abandoned.  At that time, costs are amortized or written
          off.

          Exploration and development expenditures are expensed as incurred.

          The  Company  has  adopted  the  Statement  of  Financial   Accounting
          Standards  No. 121 ("FAS  121"),  "Accounting  for the  Impairment  of
          Long-Lived Assets to be Disposed Of". On an ongoing basis, the Company
          evaluates  each property  based on  exploration  results to date,  and
          considering facts and circumstances  such as operating  results,  cash
          flows and material changes in the business climate, determines whether
          any of the  properties  may  be  impaired.  The  carrying  value  of a
          long-lived   asset  is  considered   impaired  when  the   anticipated
          undiscounted cash flow from such asset is separately  identifiable and
          is less than its carrying  value.  In that event, a loss is recognized
          based on the  amount  by which the  carrying  value  exceeds  the fair
          market value of the long-lived  asset. Fair market value is determined
          primarily  using  the  anticipated  cash  flows on a  discounted  rate
          commensurate with the risk involved.

          The amounts shown for claims and options for mineral  properties which
          have not yet commenced commercial  production represent costs incurred
          to date, and are not intended to reflect present or future values.

          Amortization   of  claims  and  options   relating  to  properties  in
          production  is  provided  during  periods  of  production   using  the
          units-of-production  method based on an estimated economic life of the
          ore reserves.

     (d)  Translation of Foreign Subsidiary Balances and Transactions

          The  Company's  subsidiary's  functional  currency is the US dollar as
          equity funds  raised by the Company and advanced to its US  subsidiary
          are in US dollars and expenses are paid in US dollars.

          Assets and  liabilities  are translated  into Canadian  dollars at the
          balance sheet date rate of exchange.  Revenues and expenses, gains and
          losses,  are translated at appropriate  transaction date rates using a
          weighted average rate. Gains and losses on translation are included in
          operations.

     (e)  Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  which  affect  the  reported  amounts  of assets and
          liabilities  at the date of the financial  statements and revenues and
          expenses for the period reported. By their nature, these estimates are
          subject to  measurement  uncertainty  and the effect on the  financial
          statements  of changes in such  estimates in future  periods  could be
          significant.

     (f)  Loss Per Share

          Loss per  share  has been  calculated  based on the  weighted  average
          number of shares  outstanding  during the year not including  escrowed
          securities. The weighted average number of shares outstanding, for the
          purpose of loss per share calculations, is as follows:

          Year  to  February  28,  1999                8,505,000
          Year  to  February  29,  2000               10,892,000

          Loss  per  share  does  not  include  the  effect  of  the   potential
          conversions of stock options, as their effect would be anti-dilutive.


<PAGE>
     (g)  Accounting for Stock Based Compensation

          The  Company  uses the  intrinsic  value  based  method of  accounting
          prescribed by Accounting  Principles Board Opinion No. 25, "Accounting
          for Stock Issued to  Employees"  ("APB  Opinion No. 25") in accounting
          for its stock based method,  compensation  cost is the excess, if any,
          of the quoted  market price of the stock at grant date over the amount
          an employee or director must pay to acquire the stock. See Note 6.


<PAGE>
3.   Capital Assets

     Capital assets are comprised of computers, furniture and telecommunications
     equipment  acquired in February,  2000. These assets will be amortized on a
     straight-line  basis over their  useful  lives,  estimated to be two years,
     starting March 1, 2000.


4.   Natural Resource Properties

     (a)  Mineral Property

          The Company owns a 50% joint venture  interest in 30 claims located in
          the Fairbanks  Mining Division,  Alaska,  USA, known as the Fish Creek
          Claims.

          The Company has billed,  but not recorded,  $54,510 to its 50% partner
          in the Fish Creek Claims for  exploration  work to date.  This amount,
          when received, will reduce exploration expenses.

          The  Company  has  written  down  its  interest  to  a  nominal  $1.

     (b)  Petroleum Property

          The Company owns a 1.277% net working  interest in one producing  well
          in Fayette County, Texas. The Company has written down its interest to
          a nominal $1.


5.   Related Party Balances/Transactions

     (a)  Balances

          The amounts due to related parties are unsecured, non-interest bearing
          and have no fixed terms of repayment.

     (b)  Transactions

          (i)  Pursuant to a  management  services  agreement,  the Company paid
               management  fees of $30,000  (1999 - $30,000)  and rent of $6,000
               (1999 - $6,000) to a company  controlled  by the President of the
               Company.

          (ii) The Company paid a director's  fee of $12,000 (1999 - $12,000) to
               the President of the Company.

          (iii)The Company paid the  President of  LinuxWizardry,  Inc. a salary
               of US$9,000.


6.   Capital Stock


<TABLE>
<CAPTION>
                                                              No.of        Value
                                                              Shares         $
<S>                                                        <C>          <C>
  Issued as at February 28, 1998                            9,420,114   1,314,695
  Issued during 1999 for:
    Cash pursuant to a private placement                      584,000      87,442

  Issued as at February 28, 1999                           10,004,114   1,402,137
  Cancelled due to a private placement rescission             (20,000)     (3,000)


<PAGE>
  Issued during the year for:
    Cash pursuant to stock options exercised                  775,000     116,250
Financial consulting services - stock based compensation      150,000     164,625
Acquisition of LinuxWizardry, Inc. (Note 1)                 2,000,000   1,087,500

  Issued at February 29, 2000                              12,909,114   2,767,512
</TABLE>



<PAGE>
6.   Capital Stock (continued)

     (a)  Shares allotted pursuant to a unit private placement

          The  Company  raised  US$450,000  pursuant to a private  placement  of
          600,000  units at US$0.75 per unit.  These units were issued in March,
          2000 and each unit  contained one share and one warrant to acquire one
          additional share at US$1.00 if exercised within one year of receipt of
          funds being between  January 7, 2001 and February 28, 2001. A total of
          207,000 warrants were exercised subsequently.

     (b)  Escrowed shares

          A total of  1,077,994  shares  are held in  escrow to be  released  as
          follows:

          (i)  317,057  shares  upon  completion  of a work  program on the Fish
               Creek claim, subject to regulatory approval;

          (ii) 190,234 shares on each of November 7, 1997,  1998, 1999 and 2000.
               The  November  7,  1997,  1998  and 1999  releases  have not been
               requested by the Company.

     (c)  Stock options

          (i)  Fiscal 1999

               The Company  reserved  850,000  common  shares  pursuant to three
               separate  stock  option  plans.  On December 20, 1994 the Company
               granted  stock  options to certain  directors  and  employees  to
               acquire  675,000 shares at $0.15 per share expiring  December 20,
               1999. On September 29, 1998 the Company  granted stock options to
               a director to acquire  75,000 shares at $0.15 per share  expiring
               September 29, 2003. On October 5, 1998 the Company  granted stock
               options  to an  employee  to acquire  25,000  shares at $0.15 per
               share expiring 2003. A total of 775,000 shares were issued during
               fiscal  2000  pursuant  to stock  options  exercised;  a total of
               75,000 expired.

          (ii) Fiscal 2000

               A total of 1,100,000 common shares are reserved pursuant to stock
               options   granted  during  the  year.  A  total  of  725,000  are
               exercisable at $0.75  expiring  December 21, 2004 and 375,000 are
               exercisable at US$0.75 expiring January 5, 2005.

          The  options  are  granted  for  services  provided  to  the  Company.
          Statement  of  Financial  Accounting  Standards  No. 123 ("SFAS  123")
          requires that an enterprise recognize,  or at its option, disclose the
          impact of the fair  value of stock  options  and other  forms of stock
          based  compensation in the  determination  of income.  The Company has
          elected  under SFAS 123 to continue to measure  compensation  costs on
          the  intrinsic  value  basis set out in APB Opinion No. 25. As options
          are  granted  at  exercise  prices  based on the  market  price of the
          Company's  shares  at the  date  of  grant,  no  compensation  cost is
          recognized.  However,  under  SFAS 123,  the  impact on net income and
          income per share of the fair value of stock  options  must be measured
          and disclosed on a fair value based method on a pro forma basis.

          The fair value of the employee's  purchase  rights under SFAS 123, was
          estimated using the Black-Scholes model with the following assumptions
          for stock options  granted in fiscal 2000: risk free interest rate was
          5.8%,  expected  volatility  of 50%,  an  expected  option life of six
          months and no expected dividends.

          If compensation  expense had been determined pursuant to SFAS 123, the
          Company's  net loss and net loss per  share for  fiscal  2000 and 1999
          would have been as follows:


<PAGE>
                                2000        1999
                                  $           $
Net loss
    As reported              (1,390,772)  (129,212)

Pro forma                    (1,433,689)  (130,000)

  Basic net loss per share

    As reported                     (.13)(.02)
Pro forma                           (.13)(.02)



7.   Commitments

     (i)  The Company is  committed  to paying  10,000  shares per month for the
          five  months  ending July 31,  1999  pursuant to a financial  services
          agreement.

     (ii) The Company has entered into a premises sublease on April 10, 2000 for
          its  Florida  operation.  The  Company  paid  US$10,800  as a security
          deposit and last months rent.  Monthly lease  payments are US$5,724 to
          the end of the lease which expires March 31, 2003.

     (iii)See Note 6(a) and (c) regarding  the  allotment of shares  pursuant to
          warrants and stock options outstanding.



8.   Losses  and  Deductions  for  Tax  Purposes

     The Company has Canadian income tax losses of approximately  $633,000 which
     are available to reduce taxable  income of future years.  The losses expire
     as follows:

               $               $
          2001           66,000     2005      99,000
          2002           80,000     2006     106,000
          2003          118,000     2007
          2004          114,000


     The Company has US tax losses of US$94,000 expiring in 2015.

     The Company has Canadian capital losses of approximately $207,000 which are
     available to reduce future years capital gains. The losses have no expiry.

     The Company has Canadian exploration and development expenditures available
     to reduce taxable  income of future years.  These  expenditures,  totalling
     some $355,000 can be claimed at rates varying from 30% to 100%, and have no
     expiry dates.

     The  potential  benefits  of the income  tax losses and timing  differences
     arising from the  exploration and  development  expenditures  have not been
     recognized  in the  accounts as  realization  is not  virtually  certain or
     reasonably assured.

     The Company has  Canadian  foreign  income  deductions  available to reduce
     foreign resource profits. These deductions,  totalling some $375,000 can be
     claimed against resource  profits or 10% against taxable income,  whichever
     is greater.


9.   Financial Instruments

     Financial  instruments included in the balance sheet are comprised of cash,
     accounts payable,  accrued liabilities and due to related parties. The fair
     values of these balance sheet items are  equivalent to their carrying value
     because of the short-term maturity of those instruments. The Company is not
     party to any derivative instruments.


<PAGE>
     The  Company  has  no  interest rate risk or concentrations of credit risk.


10.  Subsequent Events

     Subsequent  to  February  29,  2000  the  Company  has:

     (a)  received US$207,000 and issued 207,000 shares pursuant to the exercise
          of warrants.

     (b)  started negotiations with a private financier to raise US$2,000,000 by
          way of an issuance of equity securities.


<PAGE>
THIS  AGREEMENT  is  dated  for  reference  the  7th  day  of  January  2000.
                                                 ---           --------------

BETWEEN:
     FLAME  PETRO-MINERALS  CORP.  ("FLAME  PETRO")
     #185,  10751  Shellbridge  Way
     Richmond,  B.C.
     V6X  2W8
                       OF  THE  FIRST  PART
AND:
     MIKE  CARPENTER  ("CARPENTER")
     123  NW  13th  Street,  Suite  214-02
     Boca  Raton,  FL  33432

                       OF  THE  SECOND  PART

AND: LINUXWIZARDRY,  INC.  ("PRIVCO")
     123  NW  13th  Street,  Suite  214-02
     Boca  Raton,  FL  33432

                       OF  THE  THIRD  PART
WHEREAS:

This  Agreement  is intended to outline the mutual understanding as to the terms
and  conditions upon which Carpenter, PrivCo and FlamePetro hereto wish to enter
into  an agreement to finance and develop a LinuxWizardry Router (as hereinafter
defined).  The  terms and conditions set out herein will be included in a formal
agreement  to  be  entered  into  between  the  parties  hereto,  which proposed
agreement  will contain customary terms and conditions commonly found in similar
agreements  of  the  sort in question, and will provide, inter alia, as follows:

1.   Flame Petro agrees to issue  2,000,000 of its common shares to Carpenter or
     his nominees  for 100%  interest in the issued  shares of PrivCo.  The said
     2,000,000  treasury shares are subject to the regulation of the SEC and the
     applicable British Columbia and Alberta Securities rules and regulations.

2.   In further consideration for the 2,000,000 shares of Flame Petro, Carpenter
     agrees to transfer the LinuxWizardry.com domain name to Flame Petro.

3.   Carpenter  agrees to build and test a Linux  based,  low cost  router  that
     provides  a simple  drag and drop JAVA  user  Interface  for  configuration
     protocol  routing  (the   "LinuxWizardry   Router")  for  PrivCo,  as  more
     particularly  described in the LinuxWizardry  Product Development  Proposal
     prepared by Mike Carpenter, as attached as Schedule "A" hereto.

4.   Carpenter  agrees to work  exclusively  for  PrivCo for one (1) year on any
     Linux  related  projects  and/or a longer term as long as  Carpenter  is an
     employee or Officer of PrivCo.

5.   FlamePetro agrees to vend in the LinuxWizardry Router concept to PrivCo.

6.   FlamePetro  agrees to appoint  Carpenter as Chief Executive  Officer of the
     PrivCo.  FlamePetro  will appoint the  President,  Secretary of the PrivCo.
     Carpenter and Flame Petro will appoint 2 directors each for the PrivCo. 1.


<PAGE>
7.   Carpenter  agrees to grant to PrivCo the first  right of refusal to finance
     and own any other Linux based  projects  that may be developed by Carpenter
     in the future.

8.   Attached  to this  Letter  of  Intent  as  Schedule  "B" is a budget  for a
     proposed four phase work program on the LinuxWizardry Router as prepared by
     Carpenter and reviewed by FlamePetro (the "Work Program").

9.   FlamePetro  agrees  to  finance  Phase I of the  Work  Program  within  ten
     business  days from the date  that this  Letter of Intent is signed by both
     parties hereto.

10.  The Phase 2, Phase 3 and Phase 4 of the Work  Program  shall be financed by
     FlamePetro,  subject to  successful  completion of the Phase I Work Program
     and provided  that a report on the results of the  successful  Phase I Work
     Program has been completed by FlamePetro's Chief Information Officer (to be
     appointed) and the Chief  Information  Officer  recommends  proceeding with
     Phase 2, Phase 3 and Phase 4 of the Work Program.

11.  Flame Petro  agrees to grant to  Carpenter a stock option to purchase up to
     100,000  common  shares in the capital  stock of Flame Petro,  which option
     shall  be  exercisable  at a price  of  $0.75  US per  share  and  shall be
     exercisable for a period of five years from the date of granting. The stock
     option shall be formalized by a Stock Option Agreement and shall be subject
     to Flame  Petro's Stock Option Plan and may be exercised at the rate of 25%
     every 90 days.

12.  Carpenter agrees to gift back the 2,000,000 shares of Flame Petro after one
     (1) year from the date of this  agreement  in the  event the  LinuxWizardry
     Router project or other Linux  commercial  applications is not successfully
     available  for  production.  The  decision  will be made by an  independent
     technical Company appointed by the Flame Petro Board of Directors.

13.  If either party fails to perform its obligations hereunder (the "Defaulting
     Party") after receiving written notice from the other party (the "Notifying
     Party") requesting performance from the Defaulting Party and the Defaulting
     Party  fails to  carry  out its  obligations  hereunder  within  30 days of
     receipt of such  notification  from the  Notifying  Party,  this  Letter of
     Intent may be terminated at the sole option of the Notifying  Party and any
     and all obligations of both parties hereto shall immediately terminate.

14.  The above  Agreement sets out the intended terms and conditions of a formal
     agreement to be entered into between the parties  hereto within a period of
     30 days from the date hereof.



IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the ___
of  January  2000.


FLAME  PETRO-MINERALS  CORP.               MIKE  CARPENTER


Signature                                  Signature

/S/ JOHN  ROBERTSON                        /S/ MIKE  CARPENTER
-------------------                        --------------------
Print  Name                                Print  Name

President
-------------------                        --------------------
Title                                      Title




LINUXWIZARDRY,  INC.


-------------------
Signature

/S/ MIKE  CARPENTER
-------------------
Print  Name

-------------------
Title


<PAGE>