United States Securities and Exchange Commission
                             WASHINGTON, D.C. 20549
                _________________________________________________

                                    FORM 20-F

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

                                       OR

   [X]    ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934  - For the fiscal year ended February 28, 2001

                                       OR

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

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

                           LINUXWIZARDRY SYSTEMS, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

                            BRITISH COLUMBIA, CANADA
                            ------------------------
                 (Jurisdiction of incorporation or organization)

                           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  28,  2001
     ---------------------------        ------------------------------------
     COMMON SHARES, NO PAR VALUE        17,992,459

     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
                                    ---      ---
     Indicate by check mark which financial statement the registrant has elected
to  follow.
                             Item 17.     Item 18. X
                                     ---          ---


<PAGE>
TABLE  OF  CONTENTS
-------------------

Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . .   4
Foreign Private Issuer Status and Currencies and Exchange Rates. . . . . . .   6
     PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS. . . . . .   6
ITEM 2.     OFFER AND STATISTICS AND EXPECTED TIMETABLE. . . . . . . . . . .   6
ITEM 3.     KEY INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . .   7
     A.     SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . .   7
     B.     CAPITALIZATION AND INDEBTEDNESS. . . . . . . . . . . . . . . . .   7
     C.     REASON FOR THE OFFER AND USE OF PROCEEDS . . . . . . . . . . . .   7
     D.     RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . .   7
Item 4.     INFORMATION ON THE COMPANY . . . . . . . . . . . . . . . . . . .  13
     A.     HISTORY AND DEVELOPMENT. . . . . . . . . . . . . . . . . . . . .  13
     B.     BUSINESS OVERVIEW. . . . . . . . . . . . . . . . . . . . . . . .  19
     C.     ORGANIZATIONAL STRUCTURE . . . . . . . . . . . . . . . . . . . .  30
     D.     PROPERTY, PLANT AND EQUIPMENT. . . . . . . . . . . . . . . . . .  30
Item 5.     OPERATING AND FINANCIAL REVIEW AND PROSPECTS . . . . . . . . . .  30
     A.     OPERATING RESULTS. . . . . . . . . . . . . . . . . . . . . . . .  30
     B.     LIQUIDITY AND CAPITAL RESOURCES. . . . . . . . . . . . . . . . .  31
     C.     RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. . . . . . .  32
     C.     TREND INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .  33
ITEM 6.     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES . . . . . . . . . . .  33
     A.     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES . . . . . . . . . . .  33
     B.     COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . .  34
     C.     BOARD PRACTICES. . . . . . . . . . . . . . . . . . . . . . . . .  35
     D.     EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
     E.     SHARE OWNERSHIP. . . . . . . . . . . . . . . . . . . . . . . . .  36
ITEM 7.     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS. . . . . . . .  36
     A.     Major Shareholders.. . . . . . . . . . . . . . . . . . . . . . .  36
     B.     Related Party Transactions.. . . . . . . . . . . . . . . . . . .  37
     C.     Interests of Experts and Counsel.. . . . . . . . . . . . . . . .  37
ITEM 8.     FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . .  37
     A.     Consolidated Statements and Other Financial Information. . . . .  37
     B.     Significant Changes. . . . . . . . . . . . . . . . . . . . . . .  37
ITEM 9.     THE OFFER AND LISTING. . . . . . . . . . . . . . . . . . . . . .  38
ITEM 10.    ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . .  39
     A.     Share Capital. . . . . . . . . . . . . . . . . . . . . . . . . .  39
     B.     Memorandum and Articles of Association . . . . . . . . . . . . .  39
     C.     Material Contracts . . . . . . . . . . . . . . . . . . . . . . .  39
     D.     Exchange Controls. . . . . . . . . . . . . . . . . . . . . . . .  40
     E.     Taxation.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
     F.     Dividends and Paying Agents. . . . . . . . . . . . . . . . . . .  40
     G.     Statement by Experts.. . . . . . . . . . . . . . . . . . . . . .  40
     H.     Documents on Display.. . . . . . . . . . . . . . . . . . . . . .  41
     I.     Subsidiary Information.. . . . . . . . . . . . . . . . . . . . .  41
ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . .  41
ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES . . . . .  41
     PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES . . . . . . . . .  41
ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
     USE OF PROCEEDS.. . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
     A.     Material Modifications to the Rights of Security Holders . . . .  42
     B.     Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .  42


                                      -2-
<PAGE>
ITEM 15.    [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
ITEM 16.    [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
     PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
ITEM 17.    FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . .  42
ITEM 18.    FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . .  42
ITEM 19.    EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
     SIGNATURE PAGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45


                                      -3-
<PAGE>
                           FORWARD-LOOKING STATEMENTS

This  annual report includes "forward-looking statements." All statements, other
than statements of historical facts, included in this annual report that address
activities,  events  or  developments  which we expect or anticipate will or may
occur  in  the  future  are  forward-looking  statements.  The  words "believe",
"intend",  "expect",  "anticipate", "project", "estimate", "predict" and similar
expressions  are  also  intended  to  identify  forward-looking  statements.

These  forward-looking  statements  address,  among  others,  such  issues  as:
     -    future  prices  of  and  demand  for  our  products,
     -    future  earnings  and  cash  flow,
     -    future  plans  and  capital  expenditures,
     -    expansion and other development trends of the computer hardware/router
          industry,
     -    expansion  and  growth  of  our  business  and  operations,  and
     -    our  prospective  operational  and  financial  information.

These  statements  are  based on assumptions and analyses made by us in light of
our  experience  and our perception of historical trends, current conditions and
expected  future  developments,  as  well  as  other  factors  we  believe  are
appropriate  in  particular  circumstances.  However, whether actual results and
developments  will  meet our expectations and predictions depends on a number of
risks  and  uncertainties  which could cause actual results to differ materially
from  our  expectations,  including  the  risks  set  forth  in  "Item  3-Key
Information-Risk  Factors"  and  the  following:

     -    fluctuations  in  prices  of  our  products,
     -    potential  acquisitions  and  other  business  opportunities,
     -    general  economic,  market  and  business  conditions,  and
     -    other  risks  and  factors  beyond  our  control.

Consequently,  all  of the forward-looking statements made in this annual report
are  qualified  by  these  cautionary  statements. We cannot assure you that the
actual  results  or  developments anticipated by us will be realized or, even if
substantially  realized,  that  they  will have the expected effect on us or our
business  or  operations.


                                      -4-
<PAGE>
CERTAIN  TERMS  AND  CONVENTIONS

Glossary  of  Technical  Terms

     Unless  otherwise  indicated  in  the  context, references to the following
technical  terms  shall  have  the  meanings  set  forth  below:

GNU. . . . . . . . .A  project  sponsored  by the Free Software Foundation, Inc.
                    (Boston)  that  is developing complete software environments
                    including  operating  system Kernels and utilities, editors,
                    compilers and debuggers. GNU facilitates the distribution of
                    free  software  though  the  GNU  Licenses  described below.

GNU  GENERAL        The license that accompanies the GNU software. Also known as
PUBLIC  LICENSE. . .a  "copyleft", it gives everyone the right to use and modify
                    the  material  as long as they make it available to everyone
                    else  with  the  same  licensing  stipulation.

GUI. . . . . . . . .(Graphical  User  Interface) A graphics-based user interface
                    that  incorporates  icons,  pull-down menus and a mouse. The
                    GUI  has  become  the  standard  way  users  interact with a
                    computer.  The  three  major GUIs are Windows, Macintosh and
                    Motif.  In  a  client/server environment, the GUI resides in
                    the  user's  client  machine.

IPSEC. . . . . . . .IPsec  (Internet Protocol Security) is a developing standard
                    for  security  at  the network or packet processing layer of
                    network  communication.

KERNEL . . . . . . .The  fundamental  part  of a program, typically an operating
                    system, that resides in memory at all times and provides the
                    basic  services. It is the part of the operating system that
                    is  closest  to  the  machine  and may activate the hardware
                    directly  or interface to another software layer that drives
                    the  hardware.


LINUX. . . . . . . .A  version  of  UNIX  that  runs  on  x86, Alpha and PowerPC
                    machines.  Linux  is essentially freeware; however, the full
                    distribution  of  Linux  along  with proprietary add-ons and
                    support are available for a fee from vendors such as Red Hat
                    Software and Caldera. Due to its stability, Linux has gained
                    popularity  with Internet service providers as the operating
                    system  for  hosting  Web  servers. Its usage is expected to
                    grow  as  a  server  operating  system  as  well  as for the
                    desktop.

OEM. . . . . . . . .(Original  Equipment Manufacturer) A manufacturer that sells
                    equipment  to  a  reseller  for  rebranding  or repackaging.
                    However,  the  term  has  evolved  to  refer to the reseller
                    itself. Thus, an OEM either adds value to the product before
                    reselling  it,  private labels the merchandise under its own
                    name  or  bundles  it  with  its  own  products.


OPEN  SOURCE . . . .Open  source  software  refers  to  software  that  has  its
                    internal  source  code  open  to  the  public to view, copy,
                    examine,  and  modify  which  means  that  is  continuously
                    modified  and  updated  by large user communities that share
                    information  and  code  suggestions.

PORTAL . . . . . . .A website that aims to be a "doorway" to the World-Wide Web,
                    typically  offering  a  search engine and/or links to useful
                    pages,  and  possibly news or other services. These services
                    are  usually  provided  for free in the hope that users will
                    make  the  site  their  default  home  page.


VPN. . . . . . . . .Virtual  Private  Network


                                      -5-
<PAGE>
     This 20-F annual report, including all exhibits, consists of 82 pages.
                   The Exhibit Index is displayed on page 43.


         FOREIGN PRIVATE ISSUER STATUS AND CURRENCIES AND EXCHANGE RATES

Foreign  Private  Issuer  Status:

LinuxWizardry  Systems,  Inc.,  (the  "Company"),  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; our business
is  administered principally outside the United States; and more than 50% of our
assets  issuer  are  located  outside the United States. As a result, we believe
that we qualify as a "foreign private issuer" for continuing to report regarding
the  registration of our common stock using this Form 20-F annual report format.

Currencies  and  Exchange  Rates:

We  publish  our  financial  statements  in  Canadian  dollars. Unless otherwise
indicated,  monetary  amounts  referred to in this annual report are in Canadian
dollars.  Unless  otherwise indicated, all translations from Canadian dollars to
US  dollars have been made at a rate of CDN$ 1.5320 to US$ 1.00, the noon buying
rate  as  certified for customs purposes by the Federal Reserve Bank of New York
(the "Noon Buying Rate") on February 28, 2001. We do not represent that Canadian
dollar  or  US  dollar  amounts  could  be converted into US dollars or Canadian
dollars,  as the case may be, at any particular rate, the rates below or at all.
On  July 17, 2001, the Noon Buying Rate was CDN$ 1.54 to US$ 1.00. The following
table  sets  forth  noon  buying  rate for US dollars in New York City for cable
transfers  in  Canadian dollars as certified for customs purposes by the Federal
Reserve  Bank  of  New  York  for  the  periods  indicated:

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

     2001          1.4954           1.4470/1.5600         1.5320
     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


                                     PART I

ITEM  1.     IDENTITY  OF  DIRECTORS,  SENIOR  MANAGEMENT  AND  ADVISORS

Not  applicable,  but see "Item 6 - Directors, Senior Management and Employees -
Directors  and  Senior  Management".

ITEM  2.     OFFER  AND  STATISTICS  AND  EXPECTED  TIMETABLE

Not  applicable.


                                      -6-
<PAGE>
ITEM  3.     KEY  INFORMATION

A.     SELECTED  FINANCIAL  DATA

The summary consolidated financial information set forth below should be read in
conjunction  with,  and  is  qualified  in  its  entirety  by  reference to, the
Consolidated  Financial  Statements,  as of and for the years ended February 28,
2001  and  2000, together with the notes thereto, which appear elsewhere in this
annual  report.  The  Consolidated  Financial Statements as of and for the years
ended  February  28,  2001  and  2000  have been audited by Manning Elliott. The
Consolidated  Financial  Statements  are prepared in accordance with U.S.  GAAP.
See  Note  2  of  the  Notes  to  Consolidated  Financial  Statements.

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.

The  following  represents our selected financial data for each of the past five
fiscal  years,  ending  on  February  28/29.  The  data presented is prepared in
accordance  with  generally accepted accounting principles in the United States:

<TABLE>
<CAPTION>
                                         Fiscal Years Ended February 28/29

                                2001         2000         1999        1998        1997
                           ------------  ------------  ----------  ----------  ----------
<S>                        <C>           <C>           <C>         <C>         <C>
Net Revenue                $   146,429   $         -   $       -   $       -   $       -
Income (loss)
from continuing
operations                  (3,329,663)   (1,390,772)   (129,212)   (160,404)   (195,571)
Income (loss)
per Common Share                 (0.24)        (0.13)      (0.02)      (0.02)      (0.05)
Total Assets                   216,934       543,404       6,574      32,259     437,641
Working Capital (deficit)   (1,695,634)      451,376    (171,653)   (128,883)     30,521
Shareholders' Equity        (1,621,612)      455,947    (171,651)   (129,881)    327,775
Cash Dividends per
Common Share               $       nil   $       nil   $     nil   $     nil   $     nil
</TABLE>

Reference  is  made  to  "Item  4.  Information  on  the  Company"  and "Item 5.
"Operating  and  Financial  Review  and  Prospects"  for  a  description  of the
initiation  and  progression  of  our  activities  since  incorporation.

B.     CAPITALIZATION  AND  INDEBTEDNESS

Not  applicable.

C.     REASON  FOR  THE  OFFER  AND  USE  OF  PROCEEDS

Not  applicable.

D.     RISK  FACTORS


                                      -7-
<PAGE>
The  occurrence of any of the following risks could hurt our business, financial
condition  or  results  of  operations.  In  such case, the trading price of our
shares  could  decline  and you could lose all or part of your investment. Other
risks  and uncertainties not now known to us or that we think are immaterial may
also  impair  our  business.

Development Stage Enterprise. The markets for our intended products and services
have  only  recently begun to develop. Demand and market acceptance for software
products developed under the open source development model and services relating
to  these products are subject to a high level of uncertainty and risk. Few open
source  software  products have gained widespread commercial acceptance. This is
partly  due  to  the  lack  of viable open source industry participants to offer
adequate  service  and  support  on  a long term basis. In addition, open source
vendors are not able to provide industry standard warranties and indemnities for
their  products, since these products have been developed largely by independent
parties  over  whom  open  source  vendors  exercise  no control or supervision.
Finally,  there are currently few widely available commercial applications built
for  use  with  open  source  operating systems such as those based on the Linux
Kernel.  If  open  source  software  should  fail  to gain widespread commercial
acceptance,  our  business,  operating  results and financial condition would be
materially  adversely  affected.

Our  Limited  Operating  History.  We  have only recently become involved in the
information  technology  industry and have no significant business operations or
assets  other  than  working  capital. Development of the proposed LinuxWizardry
router  is  at  a very early stage. There can be no assurance that the financing
necessary to complete such development will be available. Even if such financing
is  available,  completion  of the development of either product may prove to be
impossible,  for  technical or other reasons. If our product is not successfully
developed,  a material, adverse effect on our financial condition and results of
operations  may  be  expected.  We  have  no  experience  in  developing  and
commercializing  based  on the Linux Kernel and thus, any investment in us, must
be  considered  speculative and highly risky. We have no history of earnings and
we  have not paid any dividends. We are very unlikely to realize earnings or pay
any  dividends  in  the  immediate  future.

Additional  Financing  will  be  Required.  We will require additional financing
based  on  our estimate of costs in connection with the commercialization of our
Linux based router. Although we have begun to realize revenues from sales of the
Magic  Passage and custom software solutions, we will have to commit significant
resources  to  research and development, sales and marketing, and administrative
expenses  in  the  immediate  future.  The  only  source  of financing presently
available  to  us  is  the  sale  of  our  equity  capital, or of debt financing
convertible  into  equity. There is no assurance such source will continue to be
available,  on  acceptable  terms  or  at all. To the extent that debt or equity
financing  continues  to be available to us, future equity financings may result
in  substantial  dilution  to  future  subscribers  or our current shareholders.

Significant  Losses for the Foreseeable Future.   We expect to incur significant
losses  for  the  foreseeable  future  and  cannot be certain when or if we will
achieve  profitability.  Failure  to become and remain profitable will adversely
affect  the  value  of  our  Common  Shares and our ability to raise capital and
continue  operations.

Our Dependence on Skilled Personnel.  We are dependent on certain members of our
management  and  engineering  staff, the loss of services of one or more of whom
could adversely affect our business.  In particular, are reliant on the services
of  John Robertson, Mike Carpenter, Nelson Comas and Frank Gepfrich. The loss of
the  technical knowledge and industry expertise of Messrs. Robertson, Carpenter,
Comas or Gepfrich could seriously impede the development process of the proposed
Linux  based  router.  To  date, we have no contracts of employment with Messrs.
Robertson,  Carpenter, Comas or Gepfrich, or any other members of our management
team,  and  we  have no assurance we will be able to conclude such agreements on
terms  satisfactory  to  all.  There can be no assurance that we will be able to
successfully  attract  and  retain  skilled and experienced personnel. We do not
carry  life  insurance  for  any  of  our  key  personnel.


                                      -8-
<PAGE>
Product  Errors.  Systems  as  complicated  as  the  ones proposed by us and our
related  planned  applications  may  contain  errors or defects, especially when
first  introduced,  or  when new versions are released. Our operating system and
software  may not be free from errors after commercial release has occurred. Any
errors that are discovered after such commercial release could result in loss of
revenue  or  delay  in  market  acceptance,  diversion of development resources,
damage  to  our  reputation,  increased service and warranty costs and liability
claims.  In addition, our proposed products will rely on other software, such as
Linux,  which may contain defects or errors. Any defects in these products could
adversely  affect  the operation of and market for our products, reduce revenue,
increase  costs  and  damage  our  reputation.

Uncertainty  of  Patents and Proprietary Rights. Our success will depend in part
on  our  ability  to obtain U.S. and foreign patent protection for our products,
preserve its trade secrets and operate without infringing the proprietary rights
of  third  parties.  We  currently  hold no patents or registered trademarks and
there  can  be  no  assurance that, despite any intellectual property protection
which  we  may  obtain  in  the  future,  our  intellectual property will not be
subsequently  challenged, infringed upon, invalidated or circumvented by others.
The  cost  of legal action to enforce any intellectual property protection which
we  may  obtain may be prohibitive. There can be no assurance that third parties
or  competitors  will  not allege that our products contravene or infringe their
intellectual  property rights. Even if such allegations are not valid, we become
involved  in  litigation  regarding  our  rights  to  any  of  our products, the
potential  cost  of  such  litigation and the potential damages that we could be
required  to  pay  could  be substantial. We will be unable to obtain patent, or
significant  other  intellectual  property  protection  because  the GNU General
Public  License  under  which  the Linux Kernel was developed will require us to
make  freely  available  to  the public any modifications or improvements to the
Kernel  which  it  develops.

Competition.  We  will  face  competition  on a number of different levels, with
respect  to the proposed operating system, our proposed product and our proposed
Internet  services. Because our competitors are more established than we are, we
may  not  be able to increase our market share. We believe that our share of the
router  market  is  small  relative  to  the  market  shares  of  our  principal
competitors.  Because  our  competitors  are  already  well-established and have
greater financial and other resources and market recognition, we may not be able
to  compete effectively for market share. If this happens, we may not be able to
increase sales or our market share in these markets, which could materially hurt
the prospects for growth in our business. Some of our major competitors have the
following  important  advantages  over  us:
     -    greater  name  recognition;
     -    more  diversified  product  lines;
     -    larger  customer  bases;  and
     -    significantly  greater  financial,  technical,  marketing  and  other
          resources.

As  a  result,  as  compared  to  us,  our  competitors  may  be  able  to:

     -    better  withstand  downturns  in the router market and in the computer
          hardware  market  in  general;
     -    adapt  more  quickly  to  new  or  emerging technologies or changes in
          customer  requirements;  and
     -    more  effectively  and  profitably  market,  sell  and  support  their
          products.

Our  major  competitors, Watchguard, Sonic Wall, LinkSys and Cisco Systems, have
allocated  significant  resources  to  achieve  success  in  the  router market.
Competition  could  intensify  in  the  future if other competitors emerge. As a
result  of  our competitors' efforts, we may not be able to maintain our current
market  position  in  the  future.  Also,  in  order  to  respond effectively to
increased  competition,  we  may  be  required  to  devote  more  of our product
development,  marketing and other resources to the market, which could limit our
ability  to  grow.  A material loss of sales and market share as a result of our
competitors' success could materially harm our business, financial condition and
results  of  operations


                                      -9-
<PAGE>
Market  prices  for  our products may decline in the future.  We anticipate that
market  prices  for our main products may decline in the future due to increased
competition.  We  expect  significant  competition among local and international
companies,  including  from new entrants, may continue to drive equipment prices
lower.  We  also  expect  that there may be increases in promotional spending by
companies  in our industry which would also contribute to increasing movement of
customers  between  competitors.  Such  increased  competition and the resulting
decline  of  market prices for our products would have a material adverse effect
on  our  business,  financial  condition  and  results  of  operations.

Existing  products  and  new  product  introductions  by our competitors and the
pricing  of  those products. Major software and hardware vendors may incorporate
network  routers  in  their  product  offerings, which could render our products
obsolete or unmarketable. Major vendors of network routers may decide to enhance
or bundle their products with other products to include routers. These companies
may  offer  routers  as  a  standard feature in their products, at minimal or no
additional  cost  to  customers.  This  could  render  our  products obsolete or
unmarketable,  particularly  if  router  products  offered by these vendors were
comparable to our products. In addition, even if these vendors' products offered
fewer functions than our products, or were less effective, customers could still
choose  them  over  our  products  due  to  lower  cost.

The  announcement  or  introduction  of  new  products  or services by us or our
competitors  and any change in industry standards could cause customers to defer
or  cancel  purchases  of  existing  products  or  services,  which could have a
material  adverse  effect  on  our  business, financial condition and results of
operations.  The  failure  by  us to anticipate the prevailing standards, or the
failure  of  common standards to emerge, could have a material adverse effect on
our  business  and  results of operations. In addition, services or technologies
developed  by  others  could  render our services or technology uncompetitive or
obsolete.

Diversity  of  Products.  Because, to date, we generate substantially all of our
revenue  from  a  single product line, we are vulnerable to decreased demand for
such  products.   Unlike  software  companies  or  other hardware companies with
diversified  product lines, substantially all of our net sales come from selling
router  products.  We  expect  router  products  to  continue to account for the
largest  portion of our net sales for the foreseeable future. If the demand for,
or  the  prices  of, this product drop as a result of competition, technological
change  or  other factors such as lower growth or a contraction in the worldwide
router  market,  our  business,  financial  conditions and results of operations
could  materially  suffer.

Level  of  continuing  demand for, and timing of sales of, our existing product.
Our  primary  market  is small-to medium-size businesses, which makes our growth
dependent  on  the  information technology spending patterns of these companies.
At  present this market is a very difficult one, and while we expect information
technology  spending  by  small  companies  to recover, continued weakness could
negatively  affect  our  growth  projections.

Reliance  on  a  major  customer.  Because  of  our  current  dependence  on  PC
Connection  and  Motorola,  the  price  of  our shares could fall as a result of
adverse  events  affecting  these  companies,  even  it the events do not relate
directly  to  us.

Rapid technological change.  Because rapid technological change regularly occurs
in  the  router  market,  our  products  may  become  obsolete.

The  router  market  is  characterized  by:

     -    rapid  technological  change;
     -    the  proliferation  of  new  and  changing  computer  hardware;
     -    frequent  product  introductions  and  updates;  and
     -    changing  customer  needs.


                                      -10-
<PAGE>
These  characteristics  of our market create significant risks and uncertainties
for  our  business  success. For example, our competitors might introduce router
products  that  are  technologically superior to our products. Additionally, new
router  industry  standards  could  emerge. Emerging trends in these systems and
standards  currently  include applications distributed over the Internet and the
use  of  a  web  browser  to access client-server systems. Our existing products
might  be  incompatible  with  some  or  all  of  such  standards. Our business,
financial  condition and results of operations could materially suffer unless we
are  able  to  respond  quickly  and  effectively  to  these  developments.

Timing  of  new  product introductions and lack of market acceptance for our new
products.   Our  future  success may be dependent on the success of our products
and  services.  The  success  of  our  business depends on a variety of factors,
including:
     -    the  quality  and  reliability  of  our  products and services and our
          network  infrastructure;
     -    our  ability  to develop new products and services superior to that of
          our  competitors;
     -    our  ability  to establish licensing relationships and other strategic
          alliances;
     -    our  pricing  policies  and  the  pricing policies of our competitors;
     -    our  ability  to  introduce  new  products  and  services  before  our
          competitors;
     -    our  ability  to successfully advertise our products and services; and
     -    general  economic  trends.

Our  business  plan  is  dependent  on  significant  growth  of small businesses
connected  to  the  Internet.  There are still many uncertainties regarding many
facets of the Internet, including reliability, security, access, tax, government
regulation and cost that could adversely affect a small business's capability to
use  the Internet. We also run the risk of not adapting to the latest changes in
the  Internet,  which  could  harm  our  business  operations.  If growth of the
Internet  does  not develop at the rapid pace we expect, our business, financial
condition  and  operating  results  could  be  adversely  affected.

Incidence of product returns; uncollectible accounts.   Our customers may cancel
or  delay  their  purchases  of  our  products, which could adversely affect our
business.   Our  products  may  be considered to be capital purchases by certain
customers  or  prospective  customers. Capital purchases are often discretionary
and,  therefore,  are canceled or delayed if the customer experiences a downturn
in  its business prospects or as a result of economic conditions in general. Any
cancellation  or  delay  could  adversely  affect  our  results  of  operations.

In  light  of  the  recent  downturn  in  the U.S. economy, we may experience an
increase  in  the  incidence  of  our  products  being  returned.

We  sell  our  products through intermediaries who may not vigorously market our
products,  have  rights  of  return  or may have difficulty in timely paying for
purchased  products.   We  market substantially all of our products to end users
through  intermediaries,  including  distributors,  resellers  and  value-added
resellers.  Our  distributors  sell other products that are complementary to, or
compete  with, our products. While we encourage our distributors to focus on our
products  through  market  and  support  programs,  these  distributors may give
greater  priority  to  products  of  other  suppliers,  including  competitors.

Adverse  economic  trends  on  our  principal  market.  We  remain significantly
dependent on the US market. Net sales of our router products in the US accounted
for  approximately  all  of  our net sales in the fiscal year ended February 28,
2001.

Volatility  of  The  Over-the-Counter  Bulletin  Board  ("OTC BB") may adversely
affect the price of the Common Stock.   Certain stocks listed on the OTC BB have
recently  experienced  significant  price  and volume fluctuations and decreases


                                      -11-
<PAGE>
which have adversely affected the market price of our and other stocks listed on
the  OTC  BB  without  any regard to the underlying fundamentals of such stocks.
Recent  fluctuations  have  been  particularly  acute for high technology sector
stocks.  These broad market fluctuations, which may occur in the future, as well
as issues more specifically related to our business activities or prospects, our
financial performance, intellectual property, the computer software and hardware
related  industries or the Internet industries, may continue to adversely affect
the  market  price  of  the  Common  Stock.

Product  liability.   Product liability claims asserted against us in the future
could  hurt  our  business.  If a customer suffers damage from our products, the
customer could sue us on product liability or related grounds, claim damages for
data loss or make other claims. We manufacture hardware devices which could give
rise to a higher incidence of product liability claims than we have up until now
experienced.  Our  license  agreements  typically  contain  provisions,  such as
disclaimers  of  warranty  and limitations of liability, which seek to limit our
exposure  to  these  types  of  claims.  However,  in  some  jurisdictions these
provisions  may not be enforceable or statutory, public policy or other grounds.
We  currently  do  not carry product liability insurance. While we have not been
sued  on  product  liability  grounds to date, a successful product liability or
related  claim  brought  against  us  could  harm  our  business.

We do not expect to pay cash dividends.  We intend to retain any future earnings
to  finance  our business and operations and any future growth. Therefore, we do
not  anticipate  paying  any  cash  dividends  in  the  foreseeable  future.

Potential  lack of attractive investment targets.  Continued volatility of stock
prices  on the OTC BB may have a material adverse effect on our ability to raise
capital  on  the  OTC  BB  or by private investment, and the price of our common
stock  could  fluctuate  substantially.

High  Risk  Nature  of Resource Exploration Industry. A very small aspect of our
company is resource exploration and development, which is a speculative business
and involves a high degree of risk. The marketability of natural resources which
may  be acquired or discovered by us will be affected by numerous factors beyond
our  control.  These  factors  include  market  fluctuations,  the proximity and
capacity  of  natural  resource  markets  and  processing  equipment, government
regulations,  including  regulations  relating to prices, taxes, royalties, land
tenure,  land  use,  importing  and  exporting  of  minerals  and  environmental
protection.  The  exact  effect of these factors cannot be accurately predicted,
but  the combination of these factors may result in us not receiving an adequate
return  on  invested  capital.

No  Known  Reserves.  There  is  no  known body of commercial ore located on the
Company's  Fish Creek Claims. Additional funds are required to carry out further
exploration  with  the  objective  of establishing ore of commercial tonnage and
grade; however, we do not intend to contribute to the Fish Creek claims from the
proceeds  of this Offering, except for the less than $10,000 annual fee required
to  keep  the  claims  in good standing. We will require additional funds in the
event  of  the development of an economic ore body and to place it in commercial
production.

Industry  Hazards. Mining operations involve a high degree of risk. Hazards such
as  unusual  or unexpected formations and other conditions are involved. We have
no  liability  insurance,  and we may become subject to liability for pollution,
cave-ins or hazards against which it cannot insure or against which it may elect
not  to  insure.  The  payment  of such liabilities may have a material, adverse
effect  on  our  financial  position.

Title  Opinions.  The  existence  of  title  opinions should not be construed to
suggest  that  we  have  good and marketable title to all of our properties.  We
follows  the usual industry practice in obtaining title opinions with respect to
our  lands.  No examination has been made of the ground to determine if the Fish
Creek  Claims  has  been  staked  or  assessment  work  carried  out.


                                      -12-
<PAGE>
Regulatory Approvals. Our operations require the procurement of numerous permits
and  compliance  with  an  extensive  number  of  codes and regulations. Mining,
exploration  and  exploitation  permits  are required. While we believe that all
requirements  in  this  regard  have been met, failure to comply with regulatory
requirements  could  result  in  permits  being withdrawn or suspended. Further,
changes  in  these  regulations or in their application may adversely affect our
operations.

Environmental  Issues.  We  must comply with environmental laws and regulations.
There  can  be  no  assurance  that violations will not occur. In the event of a
future  violation  of environmental laws we could be held liable for damages and
for  the  costs  of  remedial  actions.  Environmental  laws  could  become more
stringent  over  time imposing greater compliance costs and increasing risks and
penalties  associated  with  a  violation.

Other  Factors.  Our areas of business may be affected from time to time by such
matters  as  changes  in  general  economic  conditions,  changes  in  laws  and
regulations,  taxes,  tax laws, prices and costs, and other factors of a general
nature  which  may  have  an  adverse  effect  on  our  business.

Conflict  of  Interest.  Some  of  our current officers and directors have other
unrelated  full-time  positions  or  part-time  employment.  Some  officers  and
directors  will  be  available  to  participate  in  management  decisions  on a
part-time or as-needed basis only.  Our  management may devote its time to other
companies  or  projects  which  may  compete  directly  or  indirectly  with us.


Item  4.     INFORMATION  ON  THE  COMPANY

A.     HISTORY  AND  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 under the name Flame Petro-Minerals Corp.  At an extraordinary
general  meeting held on March 15, 2000, our shareholders approved the change of
name  of  the  Company from Flame Petro-Minerals Corp. to LinuxWizardry Systems,
Inc,  which  name change was effected on March 21, 2000.  Our authorized capital
consists  of  100,000,000  Common Shares without par value. Of these, 17,992,459
shares were issued and outstanding as of February 28, 2001 and 26,658,263 shares
were  issued  and outstanding as of the date of this Form 20-F.  Our head office
is  located  at  #185  -10751  Shellbridge  Way,  Richmond,  B.C.,  V6X  2W8.

In November 1995, we made a public offering of 4,500,000 of our Common Shares at
a  price  of  $0.15  per share to residents of Alberta and British Columbia, and
following  the completion of the offering, our shares were listed on the Alberta
Stock  Exchange.

Since our inception and during the five fiscal years ending in February 2001, we
had  been  involved  in  oil  and  gas exploration/production and more recently,
mineral property development. We investigated several mineral properties in both
Canada  and  the  United States and currently retains only a 50% interest in the
Fish Creek Prospect mentioned below. 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.

We  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.  We
also own a 1.277% net working interest in an oil well located in Fayette County,
Texas.  To  date,  we  have  received  no  revenues  from  our  mining  property


                                      -13-
<PAGE>
activities, and have received negligible net revenues after operating costs from
our  interest  in the Fayette County oil well during the past five fiscal years.
As  a  result,  we  have  written  down  our 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.

We  have no current plans to pursue further activities in either the oil and gas
business  or  the  mineral  property  development  business, although we plan to
retain our current property interests in both on the remote chance that they may
have  some  value  in  the  future.

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

On  December  15,  1999  we announced that as a result of our common stock being
listed  on the OTC BB as a fully reporting company, we voluntarily applied for a
delisting  from  the  Alberta  Stock  Exchange  (which  merged  in 2000 with the
Vancouver  Stock  Exchange  to  become the Canadian Venture Exchange), which was
effective  the  close  of  business  on  December  14,  1999.

Our  stock  currently  trades  on  the  OTC  BB  under  the  symbol  LNXWF.

On  January 10, 2000, we 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.

We  are  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 our 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.

On  March  15,  2000  we  held a well-attended shareholders meeting at which our
shareholders  voted  to  change  our  name  from  Flame  Petro-Minerals Corp. to
LinuxWizardry  Systems,  Inc.  and selected the new requested symbol LNXWF.  Our
shareholders  also  approved an amended stock option plan.  Senior management of
LinuxWizardry  presented  information on the Apprentice Router status, marketing
opportunities and our plan to take full advantage of the explosive growth of the
Linux  industry.  Our  new name, LinuxWizardry Systems, Inc. and the new symbol,
LNXWF,  more  closely  represent  our true business activities mainly due to the
Linux-based  software,  we  are  using  for  our  VPN  and  router.

On March 28, 2000 we announced that a private placement for $5,000,000 was being
completed for the development and production of its Linux based low-cost router.
We  raised US$450,000 pursuant to the sale of 600,000 units at US$0.75 per unit.
We  issued  these units 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 and 393,000 warrants have been extended until
December  31,  2001.

On  May  12,  2000  we  announced  that  an  agreement  has  been completed with
Programmers  Paradise  to  sell  our  Router through Programmers Paradise's many
catalogs  and  through  its  web  site: programmersparadise.com. Pursuant to the
terms of the Agreement dated April 25, 2000, Programmer's Paradise will the sell
the routers at our suggested retail price, with a 25% deduction. The term of the
Agreement  is  one  year and is renewable annually. The license is non-exclusive


                                      -14-
<PAGE>
and  non-transferable.  The  agreement  continues  in  effect.  Programmer's
Paradise,  Inc.  is an international marketer of software and hardware targeting
the  software  development professional and information technology professionals
within  enterprise organizations.  It offers over 70,000 products from more than
2,000  publishers  and  manufacturers  and  distributes  these  products through
multiple  distribution  channels.

On  June  9,  2000  we  awarded a contract to Lineo, Inc. to manufacture our new
router  the  Magic  Passage  (model  #2540)  incorporating  our  proprietary
configuration  software known as the Apprentice Command Center.  We believe that
this  alliance  with  Lineo  has enabled us to bring our Magic Passage to market
quickly  and  allowed us to keep pace with the expected demand for our products.
Under  the terms of the Agreement, Lineo manufactures the hardware for the first
version  of  the  Magic  Passage  for us.  We began selling the Magic Passage in
limited  quantities  in November, 2000.  Pursuant to the terms of the Agreement,
Lineo  created 250 prototype routers for us to beta test.  Pursuant to the terms
of the agreement, we agreed to pay a non-recurring engineering fee of US$35,000,
together  with  the  payment  of  US$29,500  for  the  prototype  routers.  Upon
completion of the beta testing, Lineo began manufacturing the Magic Passage 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.  Our first Magic Passage will connect small business to the high-speed
Internet  access  markets,  namely  xDSL  and  cable  modems.

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.

Our  Linux  routing  technology was used on Linux-based routers which were named
the official Network hardware for the LinuxFest Trade Show.  Our network routers
connected  all  the  vendors at the trade show to a high-speed wireless Internet
connection.  This  was  the  first practical demonstration of our technology. We
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.

In  June, 2000 we were awarded a contract from the Personal Communication Sector
of  Motorola  (NYSE:  MOT)  to  develop  a  Global Knowledge Base for internally
developed  software. This system will provide information and defect tracking on
internally  developed  software  for  manufacturing  at  Motorola's  facilities
worldwide.  This  agreement  with  Motorola  was  a major breakthrough for us in
working  with  new technology projects with large telecommunications and network
companies.  Motorola,  Inc.  (NYSE:  MOT)  is  a  global  leader  in  providing
integrated communications solutions and embedded electronic solutions.  Sales in
1999  were  $33.1  Billion.

On  July  17,  2000  we  announced  that  we had 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,  protects  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. We demonstrated 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.


                                      -15-
<PAGE>
On  July  25,  2000  we announced that an agreement has been completed with SOVO
Computer  Center  to  sell  our Apprentice Family of Linux-Based Routers through
SOVO's  many  customers  and  through  its  web  site:  www.sovo.net.

On  August  28,  2000,  we announced that we had successfully launched our three
flagship  products,  the  Apprentice  Router,  Magic  Passage VPN and the Wizard
Penguin  series  PCs at IDG Linux World Expo San Jose. The Magic Passage VPN was
not  only demonstrated, but was utilized in networking the Wizard Penguin PCs in
the  LinuxWizardry  booth.  Interest  in the Apprentice Router and Magic Passage
VPN  has surged with the popularity of "always on" Cable and xDSL installations.
Small  office  and home computer users have begun to realize their vulnerability
to  unscrupulous  Internet  hackers.  Designed  with  this  market  in mind, the
Apprentice family of products are easy to use and protect users at an affordable
price.

We  have  discontinued  the  Wizard  Penguin  series  PCs as there has been very
limited  demand  for  this  product.

On  October  4th,  2000  we announced that the Magic Passage VPN Appliances were
used by Lineo for its Internet Access at the Embedded Systems Conference held in
San  Jose California. The Apprentice Command Center interface was used to easily
configure  all  network  connectivity  for  the  Lineo  booth,  allowing several
computers  to  simultaneously  and  securely  share one Internet connection.  We
joined  Lineo  in  several  trade  shows this year as part of the Lineo Partners
Pavilion.  We  believe  that  being  selected by a standout organization such as
Lineo  to  provide  their network connectivity is a vote of strong confidence in
our products and technology.  We are extremely pleased to participate with Lineo
in  their  partners  program.

On October 17, 2000, in a joint news release with Information Highway.com, Inc.,
we  jointly announced the launch of the multi-user DSL service in North America.
The  Magic  Passage  VPN  network  will  allow users in the small office or home
office  ("SOHO")  market  to share a single connection to the Internet securely.
Utilizing  the  Magic  Passage,  up  to  253  computers  can share a single xDSL
connection.  Our  Magic  Passage  also  provides  firewall  and  virtual private
network  capability.  All  of  these  features  are  easily configured through a
simple  drag  and  drop  interface  known  as  the  Apprentice  Command  Center.

On  October  18,  2000  we announced that we had entered into negotiations for a
strategic  alliance  with  sangoma.com  (CDNX: STC.  sangoma.com will market the
ADSL  Apprentice  Router  to  its  current  customers  and  through  its current
channels.  We  will  use sangoma's S514 Data communications card in our upcoming
T1/E1/Frame  Relay  version  of  the  Apprentice  Router.

On  November  10,  2000  we  announced  that  we  had  successfully completed an
agreement  to  raise  $1.1  million US with a private company located in Beverly
Hills, California.  The financing arrangement included warrants to the investors
that  will  enable them to purchase additional treasury shares and stock options
to  the company that arranged the financing.  The agreement includes an investor
relations  program for us.   These funds were allotted for development costs and
sales  and marketing for our Linux-based Apprentice Router and our Magic Passage
VPN  network  appliance and accounts payable.  To the date of this 20-F, we have
received  approximately  US$800,000  and  anticipate  drawing down the remaining
US$300,000  over  the  next  several  months.

On  November 14, 2000, we announced that Mr. W. James Skelton had been appointed
as  our  Vice  President  of  Corporate  Development.  Mr. Skelton has a diverse
career  background  bringing  valuable  experience  to  the  Company.

On  December  4,  2000 we announced that we had reached an estimated six million
people  during  our  activities at the Comdex Computer Expo in Las Vegas, Nevada
during  the  week  of  November 13, 2000.  Mr. Mike Carpenter, our President and
CEO,  was  interviewed  on  "It's Your Money", a radio program with an estimated
live  audience of six million listeners.  Mr. Carpenter was also interviewed for


                                      -16-
<PAGE>
30  minutes  on "TalkAmerica", which has affiliates in 168 markets.  Also during
Comdex,  the  Lineo,  Inc.  booth  used a LinuxWizardry Magic Passage router/VPN
appliance  at  Lineo's booth to network their booth and provided thirty separate
computers  access  to  the  Internet.

On  December  5,  2000,  we announced that the board of directors had approved a
share  dividend  of  its  wholly-owned  subsidiary,  LinuxWizardry,  Inc. to our
shareholders.  LinuxWizardry,  Inc.  (the "Subsidiary") is the operating company
for  our  Linux  based  Apprentice  Router  and  the Magic Passage VPN.  If this
transaction  proceeds,  the  share  dividend  may  consist  of  one share of the
Subsidiary  for  each three shares of the Company held by our shareholders as of
the  record  date.  The  Board  of  Directors  have  set the record date for the
dividend  as  of  December 4th, 2000.  After completing a share subdivision, the
number  of  shares of the Subsidiary owned by us will be increased to 20,000,000
common  shares, of which approximately 5,000,000 common shares will be issued to
our  shareholders and the balance of approximately 15,000,000 common shares will
be  retained  by  us.  The  Subsidiary intends to apply for a listing on the OTC
Bulletin  Board with plans to raise additional financing for the development and
marketing  of  Linux  products.  We are reviewing this transaction at this time.

On  December  18,  2000  we  announced  a  new product for the Magic Passage(TM)
DSL/Cable  Router  product  line.  The  new  model has been designated the Magic
Passage(TM)  1400  and  is  an  entry-level  alternative  to  the  current Magic
Passage(TM)  2540.

The  Magic  Passage(TM)  1400  and  2540  are  part  of our new secure broadband
initiative.  Secure broadband provides cost effective firewall and VPN solutions
to  the  small  office  LAN  at  a  very competitive price. All secure broadband
products feature the Apprentice Command Center(TM) interface which allows a user
to  configure  its  network graphically using our simple drag-and-drop commands.
Our  Magic  Passage(TM)  2540  DSL/Cable  Router with VPN and firewall was first
demonstrated  at  Comdex  and is now in production and sales have commenced. The
2540 model provides full VPN server and firewall capabilities, which sells for a
manufacturer's  suggested  retail  price  of  $399.   We  expected our new Magic
Passage  (TM)  1400  to  be  available in February 2001, however, we have yet to
commence production.  It is expected to sell for less than  $200. The new router
will  be  competitive  with  products  from  Linksys, SMC and Bay Networks, with
increased  capabilities  above  and beyond our competitors such as a VPN server,
true  firewalling  and  the  Apprentice  Command  Center(TM)  interface.

Like  its  2540 sibling, the Magic Passage 1400 will protect a business' network
from  unscrupulous  Internet  hackers, while allowing authorized users to access
the  network  with  ease.

We  believe  the  Magic  Passage(TM)  1400  makes an outstanding addition to the
secure  broadband  series.  We  also believe that the 1400 offers real value for
those  organizations  that  do  not  need  the  power  of  our  2540  model.

On  January  8,  2001,  we announced that we signed an agreement with Line Share
Devices  Inc.  to  market  our  Magic  Passage(TM)  line of products through its
roughly  3000  resellers  and  VARs.  Line Share has installed many thousands of
products  in  the  offices  of  such organizations as CVS Pharmacies and K-mart.
Line  Share  Devices provides us with an army of technicians and sales people to
get  our  products  to  their many customers.  To date, Line Share has not begun
selling  our  products  as it is waiting for the production of the Magic Passage
1400  model.

On  January 29, 2001we announced that we signed an agreement with PC Connection,
Inc.  (NASDAQ  NMS:  PCCC)  a  leading direct marketer of information technology
products and solutions.  Under the terms of the agreement, PC Connection was the
first  computer  direct marketer to offer our Magic Passage(TM) line of products


                                      -17-
<PAGE>
through its many marketing vehicles, including the PC Connection catalog and its
www.pcconnection.com  web  site.

Further  to  our  announcement  on October 18, 2000, we announced on January 31,
2001  that  we  had  signed  an  agreement  with sangoma.com to market our Magic
Passage  line of products.  In addition, we shared space with sangoma.com at the
LinuxWorld  Expo  in  New  York  City.

On  February  27,  2001,  we announced that we had retained the services of I.R.
International  Consultants,  Inc.  to  enhance  our  investor relations program.

On  March  13,  2001,  we  announced  that  we  have  signed  an  agreement with
Outpost.com  (NASDAQ:  COOL)  an  award-winning  on-line marketer of information
technology products and solutions.  Under the terms of the agreement Outpost.com
will  market  our  Magic  Passage(TM)  line  of  products  through its marketing
vehicles,  including  its prestigious www.outpost.com on-line retail superstore.
However,  Outpost  subsequently  reduced  their vendor-base and as a result, our
products  were  dropped  from  its  user-base

On April 17, 2001 we announced that Dr. Harold L. (Hal) Clark has been appointed
Chairman of the Board of LinuxWizardry, Inc., our wholly-owned subsidiary.  From
1984  through  1995, Hal Clark served as the president of three public companies
in  the  technology  sector.  As  president  of  Ingram Micro (NYSE: IM), he was
largely  responsible  for  the  robust  growth  that made it the world's largest
computer products distributor.  As president and CEO of AmeriQuest Technologies,
Inc.  his  strategy  was  to merge six companies together to form a $600 million
computer  products  distributor integrator, which was merged into Computer 2000,
the  global  multi  billion  Munich-based  distributor.  At  Everex,  the PC and
peripheral manufacturing company, as president, he transitioned the company from
primarily  domestic  to worldwide markets.  Hal Clark also served as Chairman of
Troy/XCD  wireless  and  networking  provider,  currently merged into Troy Group
(NASDAQ:  TROY).

Hal  has  also  held  executive  positions  with  Republic  Corporation,  Litton
Industries,  Union  Bank  and the Boeing Company.  He has also been a management
consultant  and  an  instructor  at  UCLA  graduate  school  of management.  His
education includes a Bachelor of Science degree from Bryant College, an MBA from
Pepperdine University, and a doctorate in higher education from Nova University.
During  the  term of Dr. Clark serving as Chairman of the Board he shall provide
us  with  strategic  and  enterprise wide consulting and financial and operating
advice.

On May 23, 2001, we announced that we signed an agreement with airface (formerly
WAMnet Enterprises), a Florida wireless Internet Service Provider (ISP) to use a
customized  version  of  our  Magic Passage VPN router designed specifically for
airface  for  its  users,  airface  will  be  able to offer Uplink auto-failover
system.

Using  airface's new Uplink system, businesses can be online all the time.  With
Uplink, businesses will have the capability to stay connected to the Internet on
the  airface  wireless network when their existing wireline DSL or other service
goes  down.  The  Uplink  failover  technology  will  be  integrated  into  the
production  version of the Magic Passage VPN 2540.   This specialized version of
the  Magic  Passage  VPN  may make airface's wireless network secure as wireless
security  is  worse  than  cellular security was years ago and will an important
strategic  growth  area  for  us.

On  June  14,  2001,  we  announced that we had signed a reseller agreement with
Trillium  Solutions,  Inc.,  a  DSL Internet Service Provider, to sell our Magic
Passage(TM) VPN.  The Magic Passage(TM) has all the features a business needs to
take  advantage  of  the  Internet,  including  a firewall to protect a business
against  hackers.  The Magic Passage(TM) can log on to a DSL line using only one
IP  address thus saving a substantial amount of money for the end user.   It can
also  provide  a  business  with  an ISP back up service, which allows the Magic


                                      -18-
<PAGE>
Passage to use a second Internet connection automatically when the main Internet
connection  is  down.  In  addition the use of Network Address Translation (NAT)
allows  ISPs  to  preserve  the  very limited number of Internet Addresses (IPs)

B.   BUSINESS  OVERVIEW


                                      -19-
<PAGE>
Nature  of  the  Company's  Operations
--------------------------------------

We have identified a need for and are developing a small, low cost router, which
we  call  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.

After research was conducted on the market for the Apprentice Router as compared
to  the  lower  priced  Magic  Passage product, we decided to focus our critical
resources  on  the  release of the Magic Passage and postpone the release of the
Apprentice  Router  until  both  models of the Magic Passage (2540 and 1400) are
released.  All  software  developed  for  the  Magic  Passage is portable to the
Apprentice  Router, substantially reducing the beta period required for release.
The  features  of  the Apprentice Router include all of those found in the Magic
Passage  plus  improved  processing  speeds,  more memory and more sophisticated
routing  technology.  We still believe that Apprentice Router will be a valuable
and  necessary  asset  to  the  product  portfolio.

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.

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


                                      -20-
<PAGE>
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).

Products
--------

Apprentice  Router
------------------

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 us 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
     ----------------------------------

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
     our  website

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 3 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


                                      -21-
<PAGE>
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.

As we stated above, after we conducted research on the market for the Apprentice
Router  as  compared  to  the  lower priced Magic Passage product, we decided to
focus  our  critical  resources on the release of the Magic Passage and postpone
the  release  of  the  Apprentice  Router until both models of the Magic Passage
(2540  and  1400)  are  released.

The  Magic  Passage  DSL/Cable  Router
--------------------------------------
Through  market  research  it  was noted that the largest market growth could be
found  in the small to medium sized business with respect to multi-user internet
connections.  This  business requires a product that can 1) allow many computers
to  share  a  single  Internet  connection;  2)  protect internal computers from
Internet threats such as unauthorized access to internal computer resources; and
3)  allow  authorized and secure external access to internal computer resources.

The  Magic  Passage  DSL/Cable Router allows small businesses to take control of
their  networks and provides the features noted above through the provision of a
firewall,  VPN  server  and  Network  Address  Translation  technologies.

The  Magic  Passage  DSL/Cable  Router:

-    Runs Linux OS internally but is compatible with Windows (TM) and most other
     operating  platforms.
-    Is  fast  and  reliable,  with  a  well-supported  user  base.
-    Eliminates  the  need  for  an  expensive  network  specialist.
-    Offers  easy  configuration  via  the  Apprentice  Command  Center(TM).
-    Features  a  drag  and  drop  user  interface,  that  enables  companies to
     configure  the  router  simply  by drawing a network diagram using standard
     drag and drop techniques and lets companies see graphical representation of
     their  networks  instead  of  using  cryptic  text  commands.
-    Runs  from  most  popular  Web  browsers,  including Netscape (supported on
     Linux,  Windows 95/98NT, 2000 and Solaris) and Internet Explorer (supported
     on  Windows  Platforms).
-    Supports  ADSL,  Cable  Modem,  ISDN,  T1  and  up  to  T3  connections.
-    Provides  any  capability necessary to run a small to medium sized business
     network.

Magic  Passage  DSL/Cable  Router  Benefits

Low  Cost

The  Magic  Passage DSL/Cable Router can be produced at an extremely low cost as
it  utilizes  off-the-shelf personal computer technologies and readily available
hardware.

User  Friendly

Its  Graphical User Interface provides icons that represent networks, computers,
interconnections, firewall rules and other network features.  The Graphical User
Interface  is  portable to other operating systems such as AIX, Solaris, Windows
NT  and  Windows  2000.

Product  form  factor

The  Magic Passage DSL/Cable Router is contained in a package of less than 1/2 a
cubic  foot  with a distinctive stackable form factor and yellow and black color
scheme  which  makes  the  product  instantly  recognizable.

Software  Portability


                                      -22-
<PAGE>
By  utilizing  Java  as the development language for the Magic Passage DSL/Cable
Router, the software is completely portable to other operating systems, allowing
the  possibility  of controlling competitors' products with the same easy to use
user  interface.

Readily  Upgradeable

The  Graphical  User  Interface  allows  system  software  updates  from  the
LinuxWizardry.com  Web  site.

Additional  Product  Potential
------------------------------

The  Java-based  Graphical User Interface software (Apprentice Com- mand Centre)
developed  by  us  for  the  drag  and  drop  configuration of a router has high
functionality  and ease of use.  We believe 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 us to utilize our skills, knowledge and
expertise  to  establish  us  as  a premier service provider for Linux Operating
System  and  Java-based  solutions.

Manufacturing
-------------

On  June  9,  2000  we  awarded a contract to Lineo, Inc. to manufacture our new
router  the  Magic  Passage  (model  #2540)  incorporating  our  proprietary
configuration  software known as the Apprentice Command Center.  We believe that
this  alliance  with  Lineo  has enabled us to bring our Magic Passage to market
quickly  and  allowed us to keep pace with the expected demand for our products.
Under  the terms of the Agreement, Lineo manufactures the hardware for the first
version  of  the  Magic  Passage  for us.  We began selling the Magic Passage in
limited  quantities  in  November 2000.  Pursuant to the terms of the Agreement,
Lineo  created 250 prototype routers for us to beta test.  Pursuant to the terms
of the Agreement, we agreed to pay a non-recurring engineering fee of US$35,000,
together  with  the  payment  of  US$29,900  for  the  prototype  routers.  Upon
completion of the beta testing, Lineo began manufacturing the Magic Passage 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.  Our first Magic Passage will connect small business to the high-speed
Internet  access  markets,  namely  xDSL  and  cable  modems.

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.

Description  of  the  Markets  in  Which  the  Company  Competes
----------------------------------------------------------------

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  that  we  propose  to  offer.


                                      -23-
<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.

     Market  Trends
     --------------

Some of the factors determining and illustrating the size and the rate of growth
of  the  target  market  identified  by  our  management  are  presented  below:

     The  Linux  Revolution
     ----------------------

As  the new digital economy emerges, leading companies are migrating towards the
Linux  operating  system for mission-critical operations. Linux is emerging as a
major  player  in  the  Information  Technology  ("IT")  marketplace  due to its
reliability,  cost-effectiveness and performance. As the only viable alternative
to  Microsoft  Windows,  Linux  is  here  to  stay.

Market  research  firm  International  Data Corp. reported in February 2000 that
about  1.35  million  copies  of  Linux were sold in 1999, which is a 25% market
share  of the 5.4 million total copies of operating system software available in
the  marketplace.  Linux  shipments  surpassed  those  of  established operating
systems  such  as  Novell Netware and all types of Unix in 1999. Nearly twice as
many copies of Linux shipped last year than in 1998, and Linux grew roughly four
times  the  rate  of  the  server  OS  market  as  a  whole.


                    Market Share for Server Operating Systems
                              1998 vs. 1999, in %

                    Operating System            1998            1999
                    Windows NT                    38              38
                    Linux                         16              25
                    Netware                       23              19
                    Unix                          19              15
                    Other                          4               3
                        Source: International Data Corp.

A  CNET  article entitled "Linux Sales Surge Past Competitors" explains that the
increasing  popularity  of  Linux has been partially attributed to the fact that
the  programming  code  is open, and can be customized by users. As a result, IT
managers  can  obtain  an  efficiently tailored operating system that also costs
less.  Linux  is  more popular in low-end file and print servers or slim servers
stacked  up by the dozen rather than the expensive multiprocessor machines where
Unix  currently  prevails.

We  utilize  Linux  technology  in  all  of its products eliminating substantial
licensing  costs  and  allowing it to leverage the technology of the Open Source
Software  community.


                                      -24-
<PAGE>
     Exploding  Market  for  Broadband  Routers
     ------------------------------------------

The  market  for broadband routers is exploding. Dell'Oro Group predicts that it
will  triple  from  $700  million  in  1999  to  $2  billion  in  2000.

There  are  at  least  three  reasons  for  the  growth  in  router  sales:

     -    More  Internet  traffic.
     -    Service  providers  are  starting  to  migrate  from  hub  and  spoke
          topologies,  which  require  few  routers,  to  mesh topologies, which
          require  many  routers.
     -    Use  of  DWDM equipment in core networks, which requires a router port
          to  be  installed  to  terminate  each  DWDM  channel  supported.
     -    Scarcity of Internet Addresses (IP's) is driving up the costs of small
          ISP's  and  business  running many computers connected to the Internet
          without  some  sort  of  Internet  sharing  device  or  router.

Cisco  Systems, Inc. or Juniper Networks Inc sell the vast majority of broadband
routers.  However,  we  believe  the  door  is  open  for  companies  like ours.

     Massive  Demand  for  High-Speed  Internet  Access
     --------------------------------------------------

Our  Linux-based, low-cost router will facilitate, tune and protect the movement
of  digital  packets  to and from a small LAN.  This is of particular benefit to
the  high-speed  Internet  access  markets,  namely  xDSL  and  cable  modems.

The  market  for  high-speed Internet access in North America and, in particular
xDSL,  is  expanding  much  fast  than  expected.  Quantum  advances  in digital
transmission  technology  have  brought  the  advent  of  digital service to our
doorstep  in  the year 2000, as the service is already being rolled out in major
metro  areas  throughout  North  America.  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  2002, an increase of an order of
magnitude  in  three  years.

Analysts  expect  xDSL  to  facilitate  adoption  of  Internet usage in consumer
markets,  small  enterprises  and  small office/home office users.  Furthermore,
analysts  expect  that emerging xDSL or broadband technologies will increase the
demand  for  shared  high  capacity  bandwidth  in  these  markets.

Meanwhile,  according  to  Dataquest,  Inc.,  the  worldwide  cable modem market
displayed  vigorous growth in the third quarter of 1999, with shipments of cable
modems for connection to personal computers reaching 833,000 units. In the first
half  of  1999,  cable  modem shipment totaled 1.08 million units. At this rate,
Dataquest  analysts  said  they expect cable modem shipments to exceed 3 million
units for 1999, with revenue expected to approach $700 million. Dataquest senior
analyst  Patti  Reali  stated  that continued success for the cable modem market
will  depend  on  many factors: the rapid completion of cable broadband network;
upgrades  to  two-way  communications  capability; ubiquitous cable data service
availability;  easier  installations;  better  subscriber  provisioning  tools;
expanded  retail  and  direct  distribution  channels; and the bundling of cable
modems  with  PCs.

A  major  source  of  demand  for  high-speed  Internet  access  is  from  small
businesses.  International  Data Corp. stated that despite the rapid adoption of
the  Internet  about  half  of  small  businesses  were  still not online at the
beginning  of 1999 and about one-third of small businesses may not yet be online
by  2001.  Of  those that are currently online, many access the Internet through
dial-up  connections  and can be expected to upgrade to high-speed access. These
figures  suggest  a  large,  non-saturated  market  that  will  continue to grow
vigorously  throughout  the  current  decade.  Small  businesses  will  require
cost-effective  and  technically  capable  Internet access, security and traffic
management  solutions  such  as  those  provided  by  LinuxWizardry.


                                      -25-
<PAGE>
     Unique  Features/Competitive  Advantages
     ----------------------------------------

     Market  Need
     ------------

Internet  protocol  routers and network appliances are an integral part of small
to medium sized business networks. They provide packet routing for Ethernet, T1,
ISDN  and  xDSL  networks  and  are required to connect to the Internet and also
provide  security  for  these  connections.

Cisco  Systems  dominates  market  share  in  router  technology.  However,
traditionally,  routers  are  extremely  difficult  to  configure  and  provide
antiquated  text-based  user  interfaces.  The stronghold that Cisco Systems has
with  this  technology  allows  them  to  charge high prices for their products.

LinuxWizardry  has developed a small, Linux based, low cost router that provides
a  simple  drag and drop Java user interface for configuration protocol routing.

Our  router has evolved to provide firewall protection with the same simple user
interfaces  that  are provided for router configuration.  In addition, the Magic
Passage  DSL/Cable Router now includes a Virtual Private Network server which is
marketed  with  unlimited  user license. This feature has made the Magic Passage
the  lowest  cost  VPN  server  on  the  market.

We  received  $146,429  in revenues from our only geographic market - the United
States  -  during  fiscal  2001. We received no revenues for any previous years.

Competition
-----------

Our  decision  to  move in to the lower cost VPN/Router space was due in part to
the  limited  competition  in  that space.  Current competition in the VPN space
includes  companies  such  as Watchgaurd and SonicWall. These companies are much
smaller  than  CISCO systems and we believe that we can compete more effectively
in  this space than in the Enterprise routers space controlled by CISCO Systems.
Upon  successful  release  and marketing of our lower cost solutions such as the
Magic  Passage  2540,  2560  and 1400, we anticipate that work will begin on the
release  of  the Apprentice Router which is intended to move into the Enterprise
space  dominated  by  CICSO  Systems  today.

Cisco  Systems,  Inc.  currently  controls the largest percentage of  the global
enterprise 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. We believe that
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.

Seasonality
-----------

We believe that there is no seasonality which affects the sales of our products.

Availability  of  Raw  Materials
--------------------------------

Since we do not manufacture any hardware directly, all raw materials are sourced
by our OEM manufacturers. Currently our only OEM contract is with LINEO Inc. The
source  of  all raw material is at the discretion of LINEO Inc., as long as such
sourcing  does  not  effect  the  terms  of  the  OEM  contract.

Marketing  Strategy
-------------------

We demonstrated the prototype version of the Apprentice Router at the LinuxWorld
Expo  in  February  2000  and  received an enthusiastic response.  A commercial,


                                      -26-
<PAGE>
market-ready  version  of the Magic Passage 2540 DSL/Cable Router was introduced
at  Comdex  in  November  2000.

Since the introduction of LinuxWizardry, Inc., in the fourth quarter 1999, rapid
progress has been made in researching, conceptualizing, designing and commencing
development  of  its  first  project,  the  Magic  Passage  DSL/Cable  Router:

-    Dynamic  core  group  of  three  founders/executives  was  established.
-    Production  version  of  the Magic Passage DSL/Cable Router was launched at
     Comdex  in  Las  Vegas  in  November  2000.
-    Marketing  channels,  such  as  PC  Connection  and  Outpost.com  have been
     established  and  are  currently  selling  the  Magic  Passage  product.
-    Customer  response  has  been  favourable.

Marketing  plans  for  the  ensuing  year  include  the  following:

-    Continue  the  rollout  of the Magic Passage DSL/Cable Router to the Direct
     Response  Channel  (PC  Connection,  Programmers  Paradise,  Line Share and
     others).
-    Develop follow on Magic Passage product - the model 1400 which will be less
     expensive  and  compete  head-to-head  with  very successful offerings from
     LinkSys  et  al.
-    Launch  a  major  advertising  campaign to promote us and our Magic Passage
     DSL/Cable  Router.
-    Introduce  our  products  into  major  distribution  channels  including
     Ingram-Micro  and  Tech  Data.
-    Introduce all current products and model to retail outlets such as CompUSA,
     Fry's  Best  Buy  and  Office  Depot  beginning  Q3  2001.

Management  expects  to  generate  revenue  from  at  least  three  sources:

     -    Apprentice  and  Magic  Passage  Router  Solutions
     -    Secure  Network  Attached  Storage
     -    Software  Licensing
     -    Custom  Solutions

Apprentice  and  Magic  Passage  Router  Solutions

With  the worldwide rollout of xDSL just now underway, there exists considerable
opportunity  in  the  Americas,  Asia  and Europe. A Linux based router for high
bandwidth subscribers of cable and xDSL services should be quite successful. The
rush  to  deploy  such  equipment by other players in the market place serves to
underscore  the  tremendous opportunity to acquire a portion of the huge revenue
streams  anticipated  to  arise  from  the worldwide rollout of xDSL technology.
Time  to  market  is a key issue, as the early arrivals have the first chance to
establish  holds  in key distribution and marketing channels. Thus, the need for
financing is critical to our success. Other opportunities for the router include
wireless  networks  and  embedded  Linux  appliances.

Secure  Network  Attached  Storage

Our  OEM  manufacturers  have  announced  the  introduction  of Network Attached
Storage  devices  that  we  may  brand and resell.  Network attached storage has
quickly  become  a  major  market world-wide and we believe that the addition of
Security  to  this  technology should fall within the scope of our expertise and
will  become  a  valued  asset  to  the  product  line.

Software  Licensing

The  software created by us for the easy drag-and-drop configuration of a router
and  other  network  components  is  very  user-friendly.  We  are  leading  the


                                      -27-
<PAGE>
development of this software in the Linux market, both in terms of functionality
and  ease-of-use.  Considerable  opportunity exists for use of this software for
not  only our own products but also for licensing to OEMs of other competing and
complimentary  products.

Custom  Solutions

Provision  of  custom solutions and large enterprise Linux deployments offers us
tremendous  growth  opportunity.  Our  management  team possesses the knowledge,
abilities  and  professional experience to establish us as a premier provider of
enterprise  Linux  OS  and  Java/CORBA  solutions.

Linux  Consulting  Services

As  more  and  more  businesses  adopt  Linux  OS for their operations, they are
turning  to  us  to  help  them with migration and operation. As an acknowledged
leader  in  Linux  technology, we are uniquely qualified to assist organizations
from  the  home  based  business  to  the Fortune 500 corporation with its Linux
issues.

Market  Approach  -  'Making  Linux  Magic'
-------------------------------------------

Internet  Access  Market  Segment

Our  Linux-based  low-cost router will simplify high-speed Internet connectivity
and,  at  the  same  time, will provide excellent functionality, reliability and
security.  Distribution  channels  include:  Internet  providers  including  the
telcos;  VARs,  computer manufacturers; direct response channels; retailers; and
direct  to  end user via Internet.  The telcos should significantly reduce their
costs  by  minimizing  the  level  of  effort  for  technicians to configure and
maintain  the  router  on  the  customer's  premises.

Software  Development  and  Custom  Solutions  Market  Segment

Our  configuration software creates an opportunity to license the Java based GUI
to  OEMs  for use with their own products. With the growth of the embedded Linux
markets,  custom  programming  and user interface solutions can be offered on an
outsource  basis  to OEMs.  One of the primary assets of our team is the ability
to  quickly offer sophisticated and comprehensive solutions based on Java, CORBA
and Linux, on the enterprise scale of multibillion-dollar corporations.  We will
establish  a  unique  niche  in  this  market as there are very few competitors.
Management's  view is that demand exceeds supply and this situation will persist
for  several  years  as Linux increases in popularity.  We will aim to duplicate
the  explosive  growth  of  service  and  support  companies such as Red Hat and
LinuxCare.

Enterprise  Software  Development

Our strong expertise in manufacturing software opens the door for contracts with
Fortune  500  companies for the development of custom solutions. We have already
been  awarded  and  completed  several contracts involving custom solutions with
several  organizations,  most  notably  Motorola.

The  Magic  Passage(TM)  DSL/Cable  Router  with VPN and Firewall will protect a
business'  network  from unscrupulous Internet hackers while allowing authorized
users  to access the network with ease and features the revolutionary Apprentice
Command  Center(TM)  which  allows anyone to configure their network graphically
using simple drag-and-drop commands.  The Magic Passage(TM) can be purchased for
$399  through  our  resellers.

The  other Magic Passage(TM) member of the Secure Broadband(TM) line of products
is  the model 1400, which has most of the features of the 2540 and will sell for
$169.95  through our resellers. Production for this model has been delayed until
further  financing  is  arranged.


                                      -28-
<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 and Magic
Passage  Router solutions; (2) licensing of the Apprentice Router Command Center
software;  (3)  developing customized network solutions for businesses utilizing
the  Apprentice  Router  and  Apprentice  Command Center; and (4) Secure Network
Attached  Storage.

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.

We entered into an agreement with PC Connection, Inc., a leading direct marketer
of  information  technology  products  and  solutions.  Under  the  terms of the
agreement,  PC  Connection  was  the first computer direct marketer to offer our
Magic  Passage(TM)  line  of  products  through  its  many  marketing  vehicles,
including  the  PC Connection catalog and its www.pcconnection.com web site.  PC
Connection  is  currently  our  only  active  reseller.

Dependence  on  Certain  Commercial  Agreements
-----------------------------------------------

We entered into an agreement with PC Connection, Inc., a leading direct marketer
of  information  technology  products  and  solutions.  Under  the  terms of the
agreement,  PC  Connection  was  the first computer direct marketer to offer our
Magic  Passage(TM)  line  of  products  through  its  many  marketing  vehicles,
including  the  PC Connection catalog and its www.pcconnection.com web site.  PC
Connection  is  currently  our  only  active  reseller.

We  awarded  a  contract  to  Lineo,  Inc.  to manufacture our new Magic Passage
incorporating  our  proprietary  configuration  software known as the Apprentice
Command  Center.  We  believe  that  this  alliance with Lineo has enabled us to
bring  our  Magic Passage to market quickly and allowed us to keep pace with the
expected  demand  for  our  products.  Under  the  terms of the Agreement, Lineo
manufactures the hardware for the first version of the Magic Passage for us.  We
began  selling  the  Magic  Passage.  We are dependent upon Lineo to continue to
produce  our only product which is in production and currently generating sales.

Competitive  Position
---------------------

We are currently producing what we believe to be one of the lowest priced lowest
cost  VPN  solution.  Our  ability  to  remain  the most cost effective solution
relies  on the constant development of new features such as IPSEC.  New features
will  allow  us to keep cost constant or increase cost on new models in order to
protect  our  profit  margins.

Material  effects  of  Government
---------------------------------

Not  applicable.


                                      -29-
<PAGE>
C.     ORGANIZATIONAL  STRUCTURE

For  a  list  of  our  significant  subsidiaries,  see  "Item  10  -  Additional
Information  -  Subsidiary  Information".

D.     PROPERTY,  PLANT  AND  EQUIPMENT

We do not own any properties.  We currently utilize 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 our needs for the
immediate  future.  If required in the future, we do not anticipate that we 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.  In an effort to reduce costs, we are negotiating with the landlord to end
the  lease  and  find  less  costly  premises.

Since our inception and during the five fiscal years ending in February 2001, we
had  been  involved  in  oil  and  gas exploration/production and more recently,
mineral  property development. We had investigated several mineral properties in
both  Canada  and  the United States and currently retain only a 50% interest in
the  Fish  Creek  Prospect  mentioned below. 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.

We  currently  own a 50% joint venture interest in 30 mining claims known as the
Fish  Creek  Prospect,  located  in the Fairbanks Mining Division in Alaska.  We
also own a 1.277% net working interest in an oil well located in Fayette County,
Texas.  To  date,  we  have  received  no  revenues  from  our  mining  property
activities, and have received negligible net revenues after operating costs from
our  interest  in the Fayette County oil well during the past five fiscal years.
As  a  result,  we  have  written  down  our interest in the oil well located in
Fayette County to $1, and have also written down our Fish Creek Prospect mineral
property  holdings  to  $1.

We  have no current plans to pursue further activities in either the oil and gas
business  or  the  mineral  property  development  business, although we plan to
retain our current property interests in both on the remote chance that they may
have  some  value  in  the  future.


Item  5.     OPERATING  AND  FINANCIAL  REVIEW  AND  PROSPECTS

     The  following  discussion  should  be  read  in  conjunction  with  the
Consolidated  Financial  Statements and Notes thereto included elsewhere herein.
The  Consolidated  Financial Statements have been prepared in accordance with US
GAAP.

A.     OPERATING  RESULTS

Fiscal  2001  compared  to  2000
--------------------------------

During  fiscal  2001,  we  received  $146,429  in  revenues  from operations, as
compared  to  no revenues in 2000. Interest income was negligible in both years.

Administrative expenses in 2001 totaled $1,724,086 compared to $188,700 in 2000.
The  increase  was  due  mainly  to  the higher level of activity related to our


                                      -30-
<PAGE>
acquisition of LinuxWizardry, Inc.  Investor relations expenses totaled $279,439
in  2001  compared  to $42,951 in 2000.  Salaries and benefits expenses totalled
$351,665  in  2001 as compared to nil in 2000. Other factors contributing to the
higher  administrative  expenses  were  increased  office,  rent  and  telephone
expenses  ($279,496  in  2001  vs. $30,547 in 2000), increased professional fees
($70,932  in 2001 vs. $25,240 in 2000).  Consulting and subcontracting fees also
rose  to  $301,106  from  $7,787  in  2000.  Travel  and promotion costs rose to
$123,120  in  2001  from  $12,019  in  2000.  The  only  area of decrease was in
management and directors' fees, which dropped from $55,050 in 2000 to $42,000 in
2001.  Financing  costs  of  $145,314  related  to  the  issuance of convertible
debentures  were  incurred  in  2001

Other  expenses  remained  relatively  stable.  For additional details on events
which  took  place during the course of the fiscal year, please refer to Item 4,
"Information  on  the  Company".

Mineral  property  carrying  costs  remained  relatively  the  same.

Costs  associated  with  the  acquisition  and  operations of LinuxWizardy, Inc.
contributed  significantly to expenses incurred during fiscal 2001. Research and
development  costs  remained  relatively  the  same  totaling $1,071,240 in 2001
compared  $1,100,557  during  the  previous  year.  Selling  and marketing costs
related  to  that  business  totaled  $634,898 in 2001 as compared to $97,698 in
2000.  This  expense can be broken-down as follows:  advertising and trade shows
accounted  for  $330,914  in  2001  as  compared  to $93,196 in 2000; salary and
marketing  expenses  totaled  $266,211  in  2001  as  compared to nothing in the
previous  year.

The  net loss for 2001 under U.S. GAAP, totaled $3,329,663 compared to a loss of
$1,390,772  in  2000.

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

We  received  no  revenues from operations in fiscal 2000 as it similarly did in
1999.  Interest  income  was  negligible  in  both  years.

Administrative  expenses  rose  to  $188,700  in  2000 from $113,607 in 1999 due
mainly  to  the  higher  level  of  activity  related  to  our  acquisition  of
LinuxWizardry,  Inc.

Investor  relations expenses totaled $42,951 in 2000 compared to $9,090 in 1999.
Other  factors contributing to the higher administrative expenses were increased
office,  rent  and telephone expenses ($30,547 in 2000 vs. $16,134 in 1999), and
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 subcontract 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.

B.     LIQUIDITY  AND  CAPITAL  RESOURCES


                                      -31-
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

In  the  past,  we  have  derived  most of our development and operating capital
primarily  from  the  issuance of capital stock. Minor amounts were derived from
oil  and  gas  revenues,  and  interest.

We have been successful in the past in acquiring capital through the issuance of
shares  of our 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,  we  received  from  John  G.  Robertson, its then
President,  currently  the  Chairman  of  the  Board,  a  "Commitment to Provide
Financing  to Flame Petro-Minerals Corp. as Required for Ongoing Operations". In
substance,  the  Commitment  states  that  if  we  are  not able to obtain funds
required  for maintaining our 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  us 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 we are able to obtain adequate funding from other
sources,  and/or  is  able  to  generate  net  earnings from revenues which will
sustain  our  ongoing  operations.

In  the  event  that Mr. Robertson were not able to meet his commitments, and no
other  sources  of  capital  were available to us 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, we could be forced to
reorganize  or  liquidate,  either  of  which  consequence  would likely have an
adverse  financial  effect  upon  our  shareholders.

Liquidity
---------

During  2001  we  financed  our  operations  and  received  $2,271,000  by:

          (i)  receiving  financial  support  from companies affiliated with the
               President of the Company in the amount of $682,000. These amounts
               are  unsecured,  non-interest  bearing  and  due  on  demand;
          (ii) issuing  250,750  shares  and  receiving  $372,000  pursuant  to
               warrants  and  options  exercised;  and
          (iii)issuing  convertible  debentures  of  $1,217,000.

During  2001,  we  invested  these  funds  as  follows:

          (i)  $104,000  of  these funds were spent on acquiring mainly computer
               equipment;
          (ii) $2,546,000  of  these funds were spent on operating activities as
               discussed  above  under  Results  of Operation for the Year Ended
               February  28,  2001  as  compared  to the Year Ended February 29,
               2000.

Our  cash position has decreased by $379,000 to negative $10,000 and our working
capital  deficit,  as  at  February  28,  2001  is  $1,696,000.

C.     RESEARCH  AND  DEVELOPMENT,  PATENTS  AND  LICENSES,  ETC.

The  computer  hardware  and software industry is subject to rapid technological
change.  We  believe  that  continued and timely development and introduction of
new  and  enhanced  products  is  essential  for us to become competitive in our
market.  We  have  been  actively  developing  an  IPSEC  solution for our Magic
Passage  and Apprentice Router solutions. IPSEC is an industry standard security
protocol  that  will  allow our customers to utilize strong encryption for their


                                      -32-
<PAGE>
VPN  solutions  rather  than  the  weaker encryption found in the point to point
tunneling  protocol  (PPTP)  used in our VPN devices today.  Demand for an IPSEC
solution  from our customers has been extremely high and we believe that we will
significantly  increase  our  market  share  by  offering  this capability.  Our
aggregate  research  and  development expenditures over the past two years ended
February  29,  2000  and  February 28, 2001 amount to $1,100,557 and $1,071,240,
respectively.

We  do  not  hold  any  patents,  trademarks  or  copyrights.


C.     TREND  INFORMATION

See  "Item  4.  -  Information  on  the  Company,  - Part B., Business Overview"


ITEM  6.     DIRECTORS,  SENIOR  MANAGEMENT  AND  EMPLOYEES

A.     DIRECTORS,  SENIOR  MANAGEMENT  AND  EMPLOYEES

As  of  February  28,  2001, our Board of Directors consisted of five Directors,
none  of  whom  are  independent  (or  "outside")  non-executive Directors.  The
following  table  provides certain information about the members of our Board of
Directors  as  of  February  28,  2001.

<TABLE>
<CAPTION>
Name               Position with Registrant     Term of Office     Office Held Since
-----------------  -------------------------  -------------------  -----------------
<S>                <C>                        <C>                  <C>

John G. Robertson  Chairman of the Board      Annual Shareholders            3/05/79
                   and Director, and          Meeting in 2001
                   Director of Subsidiary

Jennifer Lorette   Vice President  and        Annual Shareholders            6/01/94
                   Secretary and Director     Meeting in 2001

Mike Carpenter     President, Chief           Annual Shareholders            1/07/00
                   Executive Officer and      Meeting in 2001
                   Director, and Director of
                   Subsidiary

Nelson Comas       Vice President and         Annual Shareholders            1/07/00
                   Chief Operating Officer    Meeting in 2001
                   and Director, and
                   Director of Subsidiary

Frank Gepfrich     Chief Technical Officer    Annual Shareholders            1/07/00
                   and Director, and          Meeting in 2001
                   Director of Subsidiary
</TABLE>

John  G. Robertson.    Mr. Robertson is the Chairman of the Board and founder of
the Company and a Director of the Company since its inception. Mr. Robertson has
been  the Chairman, President and Chief Executive Officer of REGI U.S., Inc., an
Oregon  corporation  traded  on  the OTC bulletin board, since July 1992, a U.S.
public  company  engaged in the development of a rotary engine/compressor ("Rand
Cam  Engine")  and  hydrogen  separator  technology.  Since  October  1984  Mr.
Robertson  has been President and a Director of Reg Technologies Inc., a British
Columbia  corporation  listed on the Canadian Venture Exchange that has financed
the  research  on  the  Rand  Cam  Engine  since  1986.  REGI U.S. is ultimately
controlled  by  Reg  Technologies Inc.  Mr. Robertson has been the President and
Principal Executive Officer and a Director of IAS Communications, Inc. since its
formation  in  December  1994,  a  U.S.  public  company which is developing and
marketing  proprietary  antenna  technology.  Since  June 1997 Mr. Robertson has
been  President,  Principal  Executive  Officer  and  a  Director of Information


                                      -33-
<PAGE>
Highway.com,  Inc.,  a  Florida  corporation traded on the OTC bulletin board, a
U.S. public company engaged in the Internet services     provider business.  Mr.
Robertson  is also the President and founder of Teryl Resources Corp., a British
Columbia  company  trading  on the Canadian Venture Exchange involved in mineral
exploration. Since May 1977 Mr. Robertson has been President and a member of the
Board  of  Directors  of  SMR  Investments  Ltd.,  a  private  British  Columbia
corporation  engaged  in  management of public companies.  Mr. Robertson is also
the  President  and Director of the following private companies:  JGR Petroleum,
Inc.,  BlueCrow  Internet  Co. Ltd., 394754 B.C. Ltd., dba SOVO Computer Centre,
Pavlik  Travel  Services  Ltd., World Tel-Internet (Toronto) Ltd., International
Diamond  Syndicate  Ltd.,  Argon  Investment  Corporation,  and  Airstream
Communications,  Inc.  Mr.  Robertson  is  a  citizen  and  resident  of Canada.

Jennifer Lorette - Ms. Lorette has held several positions with the Company since
June  1994, most recently as its Vice President and Secretary.   Also since June
1994  Ms.  Lorette,  has  been  Vice  President  of  REGI  U.S., Inc., an Oregon
corporation  traded  on  the  OTC bulletin board.  Since April 1994 she has also
been  Vice  President  of  Administration  for Reg Technologies, Inc., a British
Columbia  corporation  listed  on  the  Canadian Venture Exchange.  REGI U.S. is
ultimately  controlled  by Reg Technologies Inc. Since June 1997 Ms. Lorette has
been  Secretary/Treasurer,  and  a  Director of Information Highway.com, Inc., a
Florida  corporation traded on the OTC bulletin board, and its predecessor.  Ms.
Lorette  is  a  founder, and has been Secretary/Treasurer of IAS Communications,
Inc.  since  February  1995.  Ms.  Lorette  is a citizen and resident of Canada.

Michael  Carpenter,  President,  Chief  Executive  Officer and Director and also
President,  CEO  and Director of the Subsidiary.  He was previously President of
Internet  Software  Group,  an  Internet  programming  company  specializing  in
database  driven  Web sites in Perl/CGI and Java, Mr. Carpenter has more than 20
years  experience  with  IBM,  Motorola,  Honeywell,  Boeing  and  Chrysler  in
developing Linux and Unix based applications including IBM Via Voice Outloud for
Linux.  He  has  founded  other  technology  businesses  previously, including a
Florida  full  service Internet company that he sold in 1997. Mr. Carpenter is a
visionary  leader  with  a focus on business development. Mr. Carpenter received
his  Bachelor of Science degree in Aerospace Engineering from Purdue University.

Nelson  Comas,  Vice  President  and Chief Operating Officer and Director of the
Company  and also Vice President and Chief Operating Officer and Director of the
Subsidiary.  He  was  previously  Vice President of Internet Software Group, Mr.
Comas  has  12  years  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 SEI level 4
software  processes within Motorola.  He has managed large teams in excess of 15
engineers, both software and hardware. He has been responsible for corporate and
project  budgets  for  over  $7,000,000  per  year.

Frank  Gepfrich,  Chief Technology Officer and Director of the Company and Chief
Technology Officer and Director of the Subsidiary.  Mr. Gepfrich 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.

B.     COMPENSATION

For  the  fiscal  year  ended February 28, 2001 the Company and its subsidiaries
paid  $466,689  in  compensation  to  directors  and  officers as a group. Total
compensation  paid  to  all  employees  was  $1,336,391.

SMR  Investments  Ltd., a company owned by Susanne M. Robertson, wife of John G.
Robertson,  receives, in accordance with a management agreement $2,500 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 Chairman of the Board of the Company,
John G. Robertson, as a director's fee.  John G. Robertson is also president and
a  director  of  SMR  Investments  Ltd.


                                      -34-
<PAGE>
No  cash  or  non-cash  compensation  was  paid  or  distributed to the Canadian
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.
The U.S. employees and executive officers received a contribution payable by the
Company  in  the amount of 15% of their salary paid into an IRA so designated by
each  employees.  We  believed  that  this  IRA  contribution  was a cost-effect
solution  to  setting  up  and  administered a retirement plan which we felt was
necessary  in  order  to  maintain  a  competitive advantage in hiring high-tech
employees.  The  total  amount  contributed  by  the  Company  was $200,459 with
$52,500  of  that  amount  being  contributed  to  the  directors  and officers.

During  the  fiscal year ended February 28, 2001 stock options were granted on a
total  of  300,000  common  shares  pursuant  to  stock  option  plans.

Total  options currently exercisable at the date of this 20-F are 3,640,000.  Of
the total amount, 2,140,000 are exercisable at $0.10 (repriced on June 29, 2001)
expiring  on  dates ranging from December 21, 2004 to May 1, 2006, 1,000,000 are
exercisable  at  US$0.05 expiring on April 1, 2006, and 500,000 are exerciseable
at  US$0.750  expiring  May  1,  2006.

Options to Purchase Registrant's Common Shares Held by Officers and Directors of
Registrant

<TABLE>
<CAPTION>
NAME OF OPTIONEE        NUMBER OF OPTIONS  EXERCISE PRICE (1)      EXPIRY DATE
----------------------  -----------------  -------------------  -----------------
<S>                     <C>                <C>                  <C>
John G. Robertson                 375,000  $              0.10  December 21, 2004
Jennifer Lorette                   75,000  $              0.10  December 21, 2004
Mike Carpenter                     95,000  $              0.10  January 5, 2005
Frank Gepfrich                     85,000  $              0.10  January 5, 2005
Nelson Comas                       85,000  $              0.10  January 5, 2005
TOTAL HELD AS A GROUP:            715,000

<FN>
(1)     Repriced  to  $0.10  per  share  on  June  29,  2001
</TABLE>

Options  to  Purchase  Registrant's  Common  Shares  Held  by Persons Other than
Officers  and  Directors  of  the  Registrant

<TABLE>
<CAPTION>
NAME OF OPTIONEE       NUMBER OF OPTIONS  EXERCISE PRICE      EXPIRY DATE
---------------------  -----------------  ---------------  ------------------
<S>                    <C>                <C>              <C>
Gordon Friesen                   100,000  $       0.10 US  December 21, 2004
James Vandeberg                   50,000  $       0.10 US  September 12, 2005
Richard Cindric                   50,000  $       0.10 US  September 12, 2005
Suzanne Foster                    25,000  $       0.10 US  October 30, 2005
W. James Skelton                  75,000  $       0.10 US  October 30, 2005
L. Howard Nicol                  100,000  $       0.10 US  January 25, 2006
Tammy Del Santo                   25,000  $       0.10 US  May 1, 2006
Hal Clark                      1,000,000  $       0.05 US  April 1, 2006
Hal Clark                        500,000  $       0.10 US  April 1, 2006
Alain Salem                      500,000  $      0.075 US  May 1, 2006
Alain Salem                      500,000  $       0.10 US  May 1, 2006
TOTAL HELD AS A GROUP          2,925,000
</TABLE>

C.     BOARD  PRACTICES

Under  section  187 of the Company Act, R.S.B.C. 1996, c. 62, the directors of a
reporting  company,  from  among their number, must elect at their first meeting
following  each  annual  general  meeting  a committee, to be known as the audit
committee,  composed  of not fewer than 3 directors, of whom a majority must not
be  officers or employees of the company or an affiliate of the company, to hold
office  until  the  next  annual  general  meeting.  Our  Board  of  Directors
established  and  Audit  Committee  which  members  consist  of  John Robertson,
Jennifer Lorette and Nelson Comas.  It is intended that following the completion


                                      -35-
<PAGE>
of the annual general meeting of shareholders scheduled to be held on August 28,
2001,  that,  providing  the directors nominated are elected by the shareholder,
the  directors  will  appoint  John  Robertson,  Jennifer  Lorette  and  Susanne
Robertson  as  members  of  the  Audit  Committee.

The  Directors  are elected by the shareholders to hold office for a term of one
year  or  until  re-elected  at  the  next  annual  general  meeting.

D.     EMPLOYEES

Competition for technical personnel in our industry is intense.  We believe that
we  have  been successful in recruiting qualified employees, and that our future
success  depends in part on our continued ability to hire, assimilate and retain
qualified  personnel.

Our  employees  do  not belong to any labor unions.  We have not been subject to
any  strikes  or  other  labor  disturbances  that  have  interfered  with  our
operations.

As  of  February  28, 2001, we employed 14 full-time employees and one part-time
employee.  In May, 2001, it was necessary to radically reduce our workforce from
10 full-time employees and one part-time employee in keeping with the downsizing
of  our  operations.  This downsizing left us with three (3) full-time employees
in  Florida,  and two (2) part-time employees in Richmond, British Columbia.  We
hope  to  increase the number of employees up to the year-end numbers as soon as
possible.  Many of our legal, accounting, marketing and administrative functions
are  contracted  out  to  consultants.

E.     SHARE  OWNERSHIP

The  following  table  sets  forth  the  ownership  of  our common shares by our
Directors  and  Officers  as  at  June  30,  2001:

<TABLE>
<CAPTION>
Shareholder        Number of shares issued and  Percentage ownership (1)
                   outstanding
-----------------  ---------------------------  ------------------------
<S>                <C>                          <C>
John G. Robertson                    1,652,000                     6.19%
Jennifer Lorette                                                      *
Mike Carpenter                         546,050                     2.05%
Nelson Comas                           503,500                     1.89%
Frank Gepfrich                         570,000                     2.14%
<FN>
(1)  as  at  June  30, 2001, there were 26,658,263 issued and outstanding common
     shares.

*  Beneficially  owns  less  than  one  percent  of  our  common  shares.
</TABLE>

For  information  regarding the ownership of stock options to acquire our common
shares  which are held by our Directors and Officers, and also by our employees,
please  refer  to  "  - Stock Options Granted to Employees, Directors and Senior
Managers".

ITEM  7.      MAJOR  SHAREHOLDERS  AND  RELATED  PARTY  TRANSACTIONS

A.     Major  Shareholders.

To  the  best of our knowledge, we are not indirectly owned or controlled by any
other  corporation  or  foreign  government.

As  of July 13, 2001 26,658,263 Common Shares were outstanding. At such date, we
were  not  aware  of  any persons or groups known to us to be the owners of more
than  10%  of  our  issued  and  outstanding  common  shares.


                                      -36-
<PAGE>
We  do not know of any arrangements which could result in a change in control of
the  Company.

B.     Related  Party  Transactions.

We  are  a  party  to  a  management services agreement with SMR Investment Ltd.
("SMR")  under  which  SMR incurred management fees of $30,000 in each of fiscal
years 2001, 2000 and 1999, and rent of $6,000 in each of fiscal years 2001, 2000
and  1999.  SMR  is a private company owned by Susanne M. Robertson, the wife of
John  G.  Robertson.

We  paid  a  director's fee of $12,000 to John G. Robertson, our Chairman of the
Board,  during  each  of  fiscal  years  2001,  2000  and  1999.

We  had  related  party  advances  outstanding  of $691,850 at the February 2001
yearend,  compared  to $9,929 at the end of our previous fiscal year. These were
unsecured,  non-interest  bearing  and  with  no  fixed  terms  of  repayment.

Also  refer  to  "Liquidity  and Capital Resources" regarding the "Commitment to
Provide  Financing  to  Flame  Petro-Minerals  Corp.  as  Required  for  Ongoing
Operations"  by  John  Robertson.

C.     Interests  of  Experts  and  Counsel.

 Not  applicable.

ITEM  8.     FINANCIAL  INFORMATION

A.     Consolidated  Statements  and  Other  Financial  Information

See  page  F-1  to  F-13  following  Item  19.

Legal  Proceedings

We  are  not  a  party  to  any  material  legal  proceedings.

Dividend  Distribution  Policy

We  have  not  paid  any cash dividends to date and we do not intend to pay cash
dividends  in  the  foreseeable  future.

B.     Significant  Changes

None.


                                      -37-
<PAGE>
ITEM  9.     THE  OFFER  AND  LISTING

Not  applicable,  except  for  Item  9A  and  Item  9C.

Our  shares  traded  solely  on  the  Alberta Stock Exchange (the "ASE") between
November, 1995 and December 14, 1999, at which time it voluntarily delisted from
the  ASE.  The Company's stock currently trades on the Over the Counter Bulletin
Board  under  the  symbol  LNXWF.

The  following  table  shows the annual high and low closing prices of our stock
traded  on  the  ASE and OTC Bulletin Board during the last five fiscal years as
follows:

<TABLE>
<CAPTION>
Year                   High              Low              Close
---------------  ----------------  ----------------  ----------------
<S>              <C>               <C>               <C>

2001             $          4.375  $        0.09375  $        0.09375
2000             $          3.625  $           0.08  $          2.875
1999             $          0.195  $          0.075  $           0.12
1998             $           0.20  $           0.07  $           0.08
1997             $           0.59  $           0.12  $           0.18

<FN>
_________
*Prices  in  C$  through  11/30/99,  US$  from  12/01/99  to  date
</TABLE>

The following table shows the quarterly high and low closing prices of our stock
traded  on  the ASE and OTC Bulletin Board during the last two fiscal years, for
each  quarter  as  follows:

<TABLE>
<CAPTION>
Period             High       Low      Close      Volume
---------------  ---------  --------  --------  ----------
<S>              <C>        <C>       <C>       <C>

2002
Q1 5/31/01*      $    0.13  $0.03125  $   0.12  23,065,200


2001
Q1   5/31/01*    $   4.375  $  1.312  $  1.312   8,408,500
Q2   8/31/00*    $   2.562  $  1.375  $   1.75   3,895,100
Q3  11/30/00*    $ 1.65625  $   0.25  $   0.25   2,239,800
Q4  2/29/01 *    $0.234375  $0.09375  $0.09375   8,614,800


2000
Q1   5/31/99*    $    0.13  $   0.11  $   0.11     250,000
Q2   8/31/99*    $    0.16  $   0.08  $   0.12     374,500
Q3  11/30/99*    $    0.72  $   0.16  $   0.66   1,228,000
Q4  2/29/00 *    $    4.00  $   0.42  $   2.87  12,385,000

<FN>
---------
*Prices  in  C$  through  11/30/99,  US$  from  12/01/99  to  date
</TABLE>


                                      -38-
<PAGE>
The following table shows the high and low closing prices of our stock traded on
the  OTC  Bulletin  Board  during  the most recent six months, for each month as
follows:

<TABLE>
<CAPTION>
<S>             <C>        <C>
Month           High*      Low*
--------------  ---------  ---------
2001, June      $    0.10  $    0.06
2001, May       $    0.13  $    0.05
2001, April     $  0.0625  $ 0.03125
2001, March     $0.109375  $0.046875
2001, February  $0.171875  $ 0.09375
2001, January   $0.234375  $ 0.15625

<FN>
_________
*  All  prices  are  in  U.S.  dollars.
</TABLE>

ITEM  10.     ADDITIONAL  INFORMATION

A.     Share  Capital

Not  applicable.

B.     Memorandum  and  Articles  of  Association

The  Memorandum and Articles of the Company are incorporated by reference to the
information in our registration statement on Form 20-F filed with the Securities
and  Exchange  Commission,  in  Washington,  D.C.  on June 4, 1999, which became
effective  August 3, 1999, to which our Articles of Incorporation and Memorandum
were  filed  as  exhibits.

C.     Material  Contracts

We entered into an agreement with PC Connection, Inc., a leading direct marketer
of  information  technology  products  and  solutions.  Under  the  terms of the
agreement,  PC  Connection  was  the first computer direct marketer to offer our
Magic  Passage(TM)  line  of  products  through  its  many  marketing  vehicles,
including  the  PC Connection catalog and its www.pcconnection.com web site.  PC
Connection  is  currently  our  only  active  reseller.

We  awarded  a  contract  to  Lineo,  Inc.  to manufacture our new Magic Passage
incorporating  our  proprietary  configuration  software known as the Apprentice
Command  Center.  We  believe  that  this  alliance with Lineo has enabled us to
bring  our  Magic Passage to market quickly and allowed us to keep pace with the
expected  demand  for  our  products.  Under  the  terms of the Agreement, Lineo
manufactures the hardware for the first version of the Magic Passage for us.  We
began  selling  the  Magic  Passage.  We are dependent upon Lineo to continue to
produce  our only product which is in production and currently generating sales.

In  June, 2000 we were awarded a contract from the Personal Communication Sector
of  Motorola  (NYSE:  MOT)  to  develop  a  Global Knowledge Base for internally
developed  software. This system will provide information and defect tracking on
internally  developed  software  for  manufacturing  at  Motorola's  facilities
worldwide.  This  agreement  with  Motorola  was  a major breakthrough for us in
working  with  new technology projects with large telecommunications and network
companies.  Motorola,  Inc.  (NYSE:  MOT)  is  a  global  leader  in  providing
integrated communications solutions and embedded electronic solutions.  Sales in
1999  were  $33.1  Billion.


                                      -39-
<PAGE>
D.     Exchange  Controls.

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

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.

E.     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.

F.     Dividends  and  Paying  Agents

Not  applicable.

G.     Statement  by  Experts.

Not  applicable.


                                      -40-
<PAGE>
H.     Documents  on  Display.

We filed a registration statement on Form 20-F filed the Securities and Exchange
Commission  in  Washington,  D.C.  (Registration No. 000-30084) on June 4, 1999,
which  became  effective  August  3,  1999.  The Registration Statement contains
exhibits  and  schedules.  Any  statement in this annual report about any of our
contracts  or  other  documents is not necessarily complete.  If the contract or
document  is  filed as an exhibit to the Registration Statement, the contract or
document  is  deemed  to modify the description contained in this annual report.
You  must  review  the  exhibits  themselves  for  a complete description of the
contract  or  documents.

You  may  inspect and copy our registration statements, including their exhibits
and schedules, and the reports and other information we file with the Securities
and  Exchange  Commission  in  accordance  with  the  Exchange Act at the public
reference  facilities  maintained  by  the Securities and Exchange Commission at
Judiciary  Plaza,  450 Fifth Street, Room 1024, N.W., Washington, D.C. 20549 and
at  the  regional offices of the Securities and Exchange Commission located at 7
World Trade Center, 13th Floor, New York, N.Y. 10048 and at Citicorp Center, 500
West  Madison  Street, Suite 1400, Chicago, Illinois 60661. You may also inspect
the  registration  statements,  including  their  exhibits and schedules, at the
office  of  the  New York Stock Exchange, Wall Street, New York, New York 10005.
Copies  of  such material may also be obtained from the Public Reference Section
of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington,
D.C.  20549,  at  prescribed  rates.  You  may  obtain information regarding the
Washington  D.C.  Public  Reference  Room by calling the Securities and Exchange
Commission  at  1-800-SEC-0330  or  by  contacting  the  Securities and Exchange
Commission  over  the  Internet  at  its  website  at  http://www.sec.gov.

I.     Subsidiary  Information.

We  hold  a 100% interest in LinuxWizardry, Inc., a private Florida corporation.
LinuxWizardry,  Inc.  develops  Linux-based enterprise software and hardware for
end-to-end  networking  solutions for small and medium sized businesses.  It has
no  sales  to date and is currently developing additional prototypes.  It is our
operating  subsidiary.  We  declared  a  25%  dividend  to  our  shareholders on
December  5,  2000  and  this  dividend  has  not been issued to date.  Prior to
issuance,  we  must  prepare a registration statement and, to date, this has not
been  completed.

ITEM  11.     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 was effective for our fiscal year beginning
March 1, 2000. Because we are 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
our  financial  position  or  results  of  operations.

ITEM  12.     DESCRIPTION  OF  SECURITIES  OTHER  THAN  EQUITY  SECURITIES

Not  applicable.

                                     PART II

ITEM  13.     DEFAULTS,  DIVIDEND  ARREARAGES  AND  DELIQUENCIES

None.


                                      -41-
<PAGE>
ITEM 14.     MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS.

A.     Material  Modifications  to  the  Rights  of  Security  Holders

None.

B.     Use  of  Proceeds.

Not  applicable

ITEM  15.     [RESERVED]

ITEM  16.     [RESERVED]


                                    PART III

ITEM  17.     FINANCIAL  STATEMENTS

The  Company  has  elected  to provide financial statements pursuant to Item 18.


ITEM  18.     FINANCIAL  STATEMENTS

Reference  is  made  to  Item 19 for a list of all financial statements filed as
part  of  this  annual  report.

Our  consolidated financial statements are stated in Canadian Dollars (CDN$) and
are  prepared  in  accordance with U.S. Generally Accepted Accounting Principles
(GAAP).  The  consolidated  financial  statements  as required under Item 18 are
included  immediately  following  the  text  of  this  Report.

ITEM  19.     EXHIBITS

(a)   The  following consolidated financial statements, together with the report
of  Manning,  Elliott, on the annual financial statements referred to below, are
filed  as part of this annual report, and are included immediately following the
text  of  this  20-F:

Index  to  Consolidated  Financial  Statements
Independent  Auditors'  Report
Consolidated  Balance  Sheets
Consolidated  Statements  of  Loss  and  Deficit
Consolidated  Statements  of  Cash  Flows
Notes  to  the  Consolidated  Financial  Statements


                                      -42-
<PAGE>
(b)  Documents  filed  as  exhibits  to  this  annual  report:

                                  EXHIBIT INDEX

Number     Description
------     -----------

3.1        Memorandum  and  articles  of  incorporation  with  bylaws  dated (1)
           February  27,  1979

3.2        Altered  memorandum  and  special  resolution dated September 20, (1)
           1993  increasing  the  authorized  capital  to 100,000,000 common
           shares  from 90,000,000 and redesignating Class "A" Common voting
           shares  without  par value as common shares without par value and
           redesignating Class "B" Common non-voting shares as common shares
           without  par  value
4.1        Specimen  copy  of  Registrant's  common  share  certificate      (2)

10.1       Commitment  by  John  G. Robertson dated July 16, 1999 to provide (2)
           financing  to  the  Registrant as required for ongoing operations

10.2       Share  Purchase  Agreement  dated  January  7, 2000 between Flame (3)
           Petro-Minerals  Corp.  and Mike Carpenter and LinuxWizardry, Inc.

10.3       Purchase order dated May 22, 2000 between LinuxWizardry, Inc. and  *
           Motorola,  Inc.,  Personal  Communications  Sector

10.4       License  Agreement  dated  June  30,  2000  between LinuxWizardry  *
           Systems,  Inc.  and  LinuxWizardry,  Inc.  and  Lineo,  Inc

10.5       Vendor Agreement dated January 5, 2001 between Merrimack Services  *
           Corporation d/b/a PC Connection and LinuxWizardry Systems, Inc.

     (1)  incorporated  by  reference to the Registrant's Registration Statement
          on Form 20-F filed on June 4, 1999 with the US Securities and Exchange
          Commission
     (2)  incorporated  by  reference to the Registrant's Amendment No. 1 to the
          Registration  Statement  dated  July  22,  1999
     (3)  incorporated  by  reference  to the Registrant's Annual Report on Form
          20-F  filed  on  September  14,  2000

     *    Filed  herewith


                                      -43-
<PAGE>
Number     Description                                                      Page
------     -----------                                                      ----

3.1        Memorandum  and  articles  of  incorporation  with  bylaws  dated
           February  27,  1979

3.2        Altered  memorandum  and  special  resolution dated September 20,
           1993  increasing  the  authorized  capital  to 100,000,000 common
           shares  from 90,000,000 and redesignating Class "A" Common voting
           shares  without  par value as common shares without par value and
           redesignating Class "B" Common non-voting shares as common shares
           without  par  value
4.1        Specimen  copy  of  Registrant's  common  share  certificate

10.1       Commitment  by  John  G. Robertson dated July 16, 1999 to provide
           financing  to  the  Registrant as required for ongoing operations

10.2       Share  Purchase  Agreement  dated  January  7, 2000 between Flame
           Petro-Minerals  Corp.  and Mike Carpenter and LinuxWizardry, Inc.

10.3       Purchase order dated May 22, 2000 between LinuxWizardry, Inc. and  60
           Motorola,  Inc.,  Personal  Communications  Sector

10.4       License  Agreement  dated  June  30,  2000  between LinuxWizardry  61
           Systems,  Inc.  and  LinuxWizardry,  Inc.  and  Lineo,  Inc

10.5       Vendor Agreement dated January 5, 2001 between Merrimack Services  80
           Corporation d/b/a PC Connection and LinuxWizardry Systems, Inc.



                                      -44-
<PAGE>
                                 SIGNATURE PAGE

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


                           LINUXWIZARDRY SYSTEMS, INC.
                           ---------------------------
                                   REGISTRANT


Dated:     July  17,  2001                    By: /s/  John  G.  Robertson
           ---------------                        ------------------------
                                                  John  G.  Robertson
                                                  Chairman of the Board/Director


                                      -45-
<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
(Expressed  in  Canadian  Dollars)


     Index


Independent  Auditors'  Report . . . . . . . . . . . . . . . . . . . . . . . F-1

Consolidated  Balance  Sheets. . . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated  Statements  of  Loss  and  Deficit . . . . . . . . . . . . . . F-3

Consolidated  Statements  of  Cash  Flows. . . . . . . . . . . . . . . . . . F-4

Notes  to  the  Consolidated  Financial  Statements. . . . . . . . F-5  to  F-13


                                      -46-
<PAGE>
MANNING       ELLIOTT                        11th floor, 1050 West Pender Street
                                             Vancouver, BC, Canada V6E 3S7
                                             Tel: 604.714.3600 Fax: 604.714.3669
CHARTERED ACCOUNTANTS                        Web: manningelliot.com

                          INDEPENDENT AUDITORS' REPORT

To  the  Directors  of
LinuxWizardry  Systems,  Inc.

We  have  audited  the accompanying consolidated balance sheets of LinuxWizardry
Systems, Inc. as at February 28, 2001 and February 29, 2000 and the consolidated
statements  of  operations and deficit, and cash flows for the years then ended.
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
used  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 28, 2001
and  February  29, 2000 and the results of its operations and its cash flows for
the years then ended in accordance with generally accepted accounting principles
used  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
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's  plans  in  regard  to  these matters are also discussed in Note 1.
These  consolidated  financial  statements  do not include any adjustments which
might  result  from  the  outcome  of  these  uncertainties.


/s/ Manning Elliott

CHARTERED  ACCOUNTANTS
Vancouver,  Canada
July  11,  2001


                                      -47-
<PAGE>
<TABLE>
<CAPTION>
LINUXWIZARDRY  SYSTEMS,  INC.
Consolidated  Balance  Sheets
As  at  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)


                                                                          2001          2000
                                                                           $             $
<S>                                                                   <C>           <C>
ASSETS
Current Assets
Cash                                                                            -       369,395
Accounts receivable                                                        43,019             -
Inventory                                                                  91,133             -
Prepaid expenses                                                            8,760       166,438
------------------------------------------------------------------------------------------------

                                                                          142,912       535,833

Capital Assets [Note 3]                                                    74,020         7,569

Natural Resource Properties [Note 4]                                            2             2
------------------------------------------------------------------------------------------------
                                                                          216,934       543,404
================================================================================================

LIABILITIES
Current Liabilities
Cheques issued in excess of funds on deposit                                9,840             -
Accounts payable                                                          456,678        69,528
Accrued liabilities                                                       269,292         8,000
Due to related parties [Note 5]                                           691,850         9,929
Convertible debentures [Notes 6 and 11]                                   410,886             -
------------------------------------------------------------------------------------------------
                                                                        1,838,546        87,457
------------------------------------------------------------------------------------------------

Contingencies and Commitments [Notes 1 and 8]

SHAREHOLDERS' EQUITY (DEFICIT)
Capital Stock [Note 7]

  100,000,000 common shares, authorized without par value; 17,992,459   4,654,582     2,767,512
  and 12,909,114 issued respectively

  Common shares and warrants subscribed for but not issued                  6,848       652,995

  Additional Paid In Capital [Note 7[d]]                                   11,181             -
------------------------------------------------------------------------------------------------
                                                                        4,672,611     3,420,507

Deficit                                                                (6,294,223)   (2,964,560)
------------------------------------------------------------------------------------------------

                                                                       (1,621,612)      455,947
------------------------------------------------------------------------------------------------

                                                                          216,934       543,404
================================================================================================

Approved  by  The  Board:
                          "John  G.  Robertson"                   "Jennifer  Lorette"
                        ------------------------------------    --------------------------------
                          John  G.  Robertson,  Director          Jennifer  Lorette,  Director
</TABLE>

   (The accompanying notes are an integral part of these consolidated financial
                                   statements)
                                       F-2


<PAGE>
<TABLE>
<CAPTION>
LINUXWIZARDRY  SYSTEMS,  INC.
Consolidated  Statements  of  Loss  and  Deficit
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

                                                                        2001          2000
                                                                         $             $
<S>                                                                 <C>           <C>

Sales                                                                   146,429             -

Cost of goods sold                                                       39,933             -
----------------------------------------------------------------------------------------------
Gross margin                                                            106,496             -
----------------------------------------------------------------------------------------------

Expenses

  General and Administrative
    Amortization of capital assets                                       37,917             -
    Amortization of discount on convertible debentures [Note 7[d]]       11,181             -
    Consulting and subcontract                                          301,106         7,787
    Filing and regulatory fees                                           38,588        13,547
    Financing costs [Note 6]                                            145,314             -
    Foreign exchange                                                     32,443         1,905
    Interest on convertible debentures [Note 6]                          13,314             -
    Investor relations                                                  279,439        42,951
    Management and directors fees [Note 5[b]]                            42,000        55,050
    Office, rent and telephone                                          279,496        30,547
    Professional fees                                                    70,932        25,240
    Salaries and benefits                                               351,665             -
    Travel and promotion                                                123,120        12,019
    Less interest income                                                 (2,429)         (346)
----------------------------------------------------------------------------------------------

                                                                      1,724,086       188,700
----------------------------------------------------------------------------------------------

  Research and Development
    Accounting and legal                                                 18,752             -
    Office and rent                                                      93,609             -
    Programmers                                                         873,214        14,500
    Prototype                                                            19,143             -
    Purchase in process research and development [Note 1]                     -     1,086,057
    Non-recurring engineering fees                                       26,176             -
    Travel and recruiting                                                40,346             -
----------------------------------------------------------------------------------------------

                                                                      1,071,240     1,100,557
----------------------------------------------------------------------------------------------

  Selling and Marketing
    Advertising and trade shows                                         330,914        93,196
    Salary and marketing                                                266,211             -
    Travel                                                               37,773         4,502
----------------------------------------------------------------------------------------------

                                                                        634,898        97,698
----------------------------------------------------------------------------------------------

  Natural Resource
    Annual lease costs                                                    5,935         3,817
----------------------------------------------------------------------------------------------

Net Loss For The Year                                                (3,329,663)   (1,390,772)

Deficit - Beginning of Year                                          (2,964,560)   (1,573,788)
----------------------------------------------------------------------------------------------

Deficit - End of Year                                                (6,294,223)   (2,964,560)
==============================================================================================

Loss Per Share [Note 2]                                                    (.24)         (.13)
==============================================================================================
</TABLE>

   (The accompanying notes are an integral part of these consolidated financial
                                   statements)
                                       F-3


<PAGE>
<TABLE>
<CAPTION>
LINUXWIZARDRY  SYSTEMS,  INC.
Consolidated  Statements  of  Cash  Flows
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)


                                                                                       2001          2000
                                                                                        $             $
<S>                                                                                <C>           <C>
Operating Activities

  Net loss for the year                                                             (3,329,663)   (1,390,772)

  Interest on convertible debentures paid with shares                                   11,167             -
  Financial consulting services paid with shares                                        51,406        27,187
  In process research and development paid with shares                                       -     1,086,057
  Amortization of capital assets                                                        37,917             -
  Amortization of discount on convertible debentures                                    11,181             -

  Change in non-cash working capital items                                             671,968        33,765
-------------------------------------------------------------------------------------------------------------
Cash to Operations                                                                  (2,546,024)     (243,763)
-------------------------------------------------------------------------------------------------------------

Financing Activities
  Capital stock issued and/or subscribed for                                           371,795       766,245
  Advances from (repayment to) related parties                                         681,921      (147,705)
  Convertible debentures issued                                                      1,217,440             -
-------------------------------------------------------------------------------------------------------------

Cash from Financing Activities                                                       2,271,156       618,540
-------------------------------------------------------------------------------------------------------------

Investing Activities
  Acquisition of capital assets                                                       (104,367)       (7,569)
-------------------------------------------------------------------------------------------------------------

Cash to Investing Activities                                                          (104,367)       (7,569)
-------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash During the Year                                           (379,235)      367,208

Cash - Beginning of Year                                                               369,395         2,187
-------------------------------------------------------------------------------------------------------------

Cash - End of Year                                                                      (9,840)      369,395
=============================================================================================================
Non-Cash Financing Activities

  Stock based compensation

    30,000 (2000 - 150,000) shares were issued pursuant to a financial consulting       51,406       164,625
    services agreement

    4,202,595 shares were issued and 30,000 have been allotted for convertible         817,721             -
    debentures converted

Property acquisition [Note 1]

  LinuxWizardry, Inc. was acquired by way of issuance of 2,000,000 shares                    -     1,087,500
-------------------------------------------------------------------------------------------------------------

                                                                                       869,127     1,252,125
=============================================================================================================

Income taxes paid                                                                            -             -

Interest paid                                                                                -             -
</TABLE>

   (The accompanying notes are an integral part of these consolidated financial
                                   statements)
                                       F-4


<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
Notes  to  the  Consolidated  Financial  Statements
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

1.   Nature  of  Operations  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  in  the  United  States 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  currently  developed  various prototypes and has
     preliminary sales of $146,429. Operating advances of US$1,696,000 have been
     transferred to LinuxWizardry, Inc. to cover salaries and other overheads in
     Florida  to  February  28,  2001.  Additional funds are required to further
     develop  the  software  solutions and commercially exploit and execute upon
     their  business  plan.

     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,  and  the  severe  working  capital  deficiency,  there  is
     substantial  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.  These
     financial  statements  have  been  prepared  on  a  going  concern  basis.

     Subsequently the Company raised US$80,000 by way of a convertible debenture
     with  interest  at a rate of 6% per annum, the principal and interest which
     may  be converted into common shares at the following Conversion Price: the
     lower  of  (i)  110%  of  the  average of the two lowest closing bid prices
     during  the ten (10) Trading Days prior to the closing date, or (ii) 65% of
     the  average  of  the  two  lowest  closing  bid prices during the five (5)
     Trading  Days  prior  to  the  receipt  by  the  Company  of  the Notice of
     Conversion  or  the Maturity Date, as applicable. The Maturity Date is July
     6,  2002.  The  Company  will  have  to  pay a finders fee of US$8,000. The
     Company  will  also  issue  16,000  Warrants.


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.


                                      F-5
<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
Notes  to  the  Consolidated  Financial  Statements
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

2.   Significant  Accounting  Policies  (continued)

     (b)  Consolidation

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

     (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-6
<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
Notes  to  the  Consolidated  Financial  Statements
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

2.   Significant  Accounting  Policies  (continued)

     (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  29,  2000               10,892,000
          Year  to  February  28,  2001               14,062,000

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

     (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.

     (h)  Revenue  Recognition

          Revenue  from sales of systems will be recorded when systems have been
          shipped  and  collection  is  reasonably  certain.

     (i)  Cash  and  Cash  Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three  months  or less at the time of issuance to be cash equivalents.

     (j)  Research  and  Development

          Research  and  development  costs  are expensed in the period in which
          they  are  incurred.

     (k)  Capital  Assets

          Capital  assets  are  recorded  at  cost  and  are  depreciated  on  a
          straight-line  basis  over  their estimated useful lives of two years.

     (l)  Inventory

          Inventory  is  comprised of finished goods. Finished goods are carried
          at  the  lower  of  landed  cost  or  net  realizable  value.

     (m)  Discount  on  Convertible  Debentures

          The  discount  on  convertible  debentures  is  being  amortized  on a
          straight-line  basis  over  five  years  which  is  the  life  of  the
          detachable  warrants  issued  with  the  convertible  debentures.


                                      F-7
<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
Notes  to  the  Consolidated  Financial  Statements
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

3.   Capital  Assets

<TABLE>
<CAPTION>
                                                             2001       2000
                                           Accumulated   Net Book   Net Book
                                   Cost   Amortization      Value      Value
                                      $              $          $          $
<S>                            <C>       <C>            <C>        <C>
Computer and office equipment   111,937         37,917     74,020      7,569
============================================================================
</TABLE>

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  be  treated  as  other  income.

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

                                               2001       2000
                                                 $         $

          394754 B.C. Ltd.                     30,619         -
          Access Information Services, Inc.     4,198         -
          IAS Communications Inc.                 500         -
          Imaging Technologies Inc.            80,655    17,459
          JGR Petroleum, Inc.                  20,040     1,494
          John Robertson                        5,000    (7,000)
          Rainbow Network                      92,830         -
          Reg Technologies Inc.                 1,307     4,551
          REGI U.S., Inc.                         (38)      (38)
          SMR Investments Ltd.                455,583    (7,693)
          Teryl Resources Corp.                 1,156     1,156
          ------------------------------------------------------
                                              691,850     9,929
          ======================================================

     (b)  Transactions

          (i)  Pursuant  to  a  management  services agreement, the Company paid
               management  fees  of  $30,000 (2000 - $30,000) and rent of $6,000
               (2000  -  $6,000) to a company controlled by the President of the
               Company.


                                      F-8
<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
Notes  to  the  Consolidated  Financial  Statements
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

5.   Related  Party  Balances/Transactions  (continued)

     (b)  Transactions  (continued)

          (ii) The  Company paid a director's fee of $12,000 (2000 - $12,000) to
               the  President  of  the  Company.

          (iii)The  Company paid the President of LinuxWizardry, Inc. a salary
               of  US$104,000  (2000  US$9,000).

6.   Convertible  Debentures

     During  the  year  the  Company  offered a private placement of convertible
     debentures and secured a commitment for up to US$1,100,000. During the year
     the  Company  drew  down  US$800,000  in  two  tranches:

     (a)  US$550,000  Convertible Debentures with interest at the rate of 6% per
          annum,  the  principal  and  interest  of  which may be converted into
          common  shares  at  the  following Conversion Price: the lower of: (i)
          110%  of  the  average of the two lowest closing bid prices during the
          ten (10) Trading Days prior to the receipt of the Notice of Conversion
          or  the Maturity Date, as applicable or (ii) 80% of the average of the
          two  lowest  closing bid prices during the five (5) Trading Days prior
          to  the  receipt  by  the  Company  of the Notice of Conversion or the
          Maturity  Date,  as applicable. The maturity date is October 18, 2001.
          The  Company  received  US$479,500  after  paying  an  Agency  fee  of
          US$3,500,  a Finders fee of US$55,000 and legal fees of US$12,000. The
          Company  also  granted  110,000  Warrants  expiring  October 18, 2005.
          55,000  of the Warrants are exercisable into 55,000 common shares at a
          price  of US$1.08 per share and 55,000 of the Warrants are exercisable
          into  55,000 common shares at a price of US$1.17 per Share. During the
          year  the  Company  converted  debentures  having  a  face  value  of
          US$530,000  into  4,202,595  shares for an average conversion price of
          US$0.083.  The  remaining  debentures having a face value of US$20,000
          were  converted into 473,052 shares for an average conversion price of
          US$0.042  subsequent  to  February  28,  2001.

     (b)  US$250,000  Convertible Debentures with interest at the rate of 6% per
          annum,  the  principal  and  interest  of  which may be converted into
          common shares at the following Conversion Price: the lower of (i) 110%
          of  the  average  of  the two lowest closing bid prices during the ten
          (10)  Trading Days prior to the receipt of the Notice of Conversion or
          the Maturity Date, as applicable or (ii) 80% of the average of the two
          lowest  closing  bid  prices during the five (5) Trading Days prior to
          the receipt by the Company of the Notice of Conversion or the Maturity
          Date,  as  applicable.  The  maturity  date  is  October 18, 2001. The
          Company  received  US$225,000 after paying a Finders fee of US$25,000.
          The  Company  also  issued  50,000 Warrants expiring October 18, 2005.
          25,000  of the Warrants are exercisable into 25,000 common shares at a
          price  of US$0.20 per share and 25,000 of the Warrants are exercisable
          into  25,000 common shares at a price of US$0.22 per Share. Subsequent
          to  February 28, 2001 these convertible debentures were converted into
          7,247,221  shares  at  an  average  conversion  price  of  $0.034.


                                      F-9
<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
Notes  to  the  Consolidated  Financial  Statements
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

7.   Capital  Stock

<TABLE>
<CAPTION>
                                                                 No. of        Value
                                                                 Shares          $
<S>                                                            <C>          <C>

Issued as at February 28, 1999                                 10,004,114    1,402,137

Cancelled due to a private placement rescission                   (20,000)      (3,000)

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

Issued during the year for:
  Cash pursuant to a private placement [(a) below]                600,000      652,995
  Cash pursuant to stock options exercised                         43,750       49,935
  Financial consulting services                                    30,000       51,406
  Cash pursuant to warrants exercised                             207,000      315,013
  Conversion of convertible debentures                          4,202,595      817,721
---------------------------------------------------------------------------------------

Issued at February 28, 2001                                    17,992,459    4,654,582

Shares to be issued, re: conversion of convertible debentures      30,000            -
---------------------------------------------------------------------------------------
Issued and allotted at February 28, 2001                       18,022,459    4,654,582
=======================================================================================
</TABLE>


     (a)  Shares  and  warrants  issued  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 (extended to
          December  31,  2001).  A  total  of  207,000  warrants were exercised.

     (b)  Escrowed  shares

          A  total  of  317,057  shares  are  held in escrow to be released upon
          completion  of  a  work  program  on  the Fish Creek claim, subject to
          regulatory  approval.

          A  total  of  760,936  shares  were released from escrow during fiscal
          2001.


                                      F-10
<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
Notes  to  the  Consolidated  Financial  Statements
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

7.   Capital  Stock  (continued)

     (c)  Stock  options

          (i)  The  Company  has  a  stock option plan to issue up to 10% of the
               issued  common  shares  to  certain  directors  and  employees.

          (ii) The  weighted  average  number  of shares under option and option
               price  for  the  year  ended  February  28,  2001  is as follows:

<TABLE>
<CAPTION>
                                   Weighted
                      Shares       Average     Weighted Average
                   Under Option     Option    Remaining Life of
                         #        Price US$    Options (Months)
<S>                <C>            <C>         <C>
Beginning of year     1,100,000         .75
Granted                 300,000         .82
Exercised               (43,750)       (.75)
Cancelled              (216,250)       (.75)
Lapsed                        -           -
                   -------------
End of year           1,140,000        .57*                 49
                   =============  ==========  =================

<FN>
*  effective  June  29,  2001 the exercise price with respect to all options was
   reduced  to  US$.10  per  share.
</TABLE>


          (iii)  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 2001 and
               2000  would  have  been  as  follows:

<TABLE>
<CAPTION>
                              2001          2000
                               $             $
<S>                       <C>           <C>
Net loss
     As reported           (3,329,663)   (1,390,772)
     Pro forma             (3,433,970)   (1,433,689)
Basic net loss per share
          As reported            (.24)         (.13)
          Pro forma              (.24)         (.13)
</TABLE>


                                      F-11
<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
Notes  to  the  Consolidated  Financial  Statements
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

7.   Capital  Stock  (continued)

     (d)  The additional paid in capital represents the fair market value of the
          160,000  warrants  issued with the convertible debentures discussed in
          Note  6.

<TABLE>
<CAPTION>
                                      2001    2000
                                       $        $
<S>                                 <C>       <C>

Market value of warrants             149,090      -
Discount on convertible debentures   137,909      -
----------------------------------------------------
Net carrying value                    11,181      -
====================================================
</TABLE>

          The  discount  on  convertible  debentures is accredited to operations
          over  the  life  of the warrants being five years to October 18, 2005.

8.   Commitments

     The  Company  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. Subsequent to the year end the Company
     broke  the  lease  and forfeited the security deposit. The security deposit
     has  been  written  off  to  operations.

9.   Losses  and  Deductions  for  Tax  Purposes

     The  Company  has  Canadian  income  tax losses of approximately $1,900,000
     which  are  available  to reduce taxable income of future years. The losses
     expire  as  follows:

                                $                   $                    $
                    2002      80,000     2005     99,000     2007     164,000
                    2003     118,000     2006    113,000     2008   1,212,000
                    2004     114,000

     The  Company  has  US  tax losses of US$94,000 and US$1,243,000 expiring in
     2015  and  2016  respectively.

     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 $360,000 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.

     The  Company  has  Canadian  foreign  income deductions available to reduce
     foreign  resource profits. These deductions, totalling some $384,000 can be
     claimed  against  resource profits or 10% against taxable income, whichever
     is  greater.


                                      F-12
<PAGE>
LINUXWIZARDRY  SYSTEMS,  INC.
Notes  to  the  Consolidated  Financial  Statements
For  the  Years  Ended  February  28,  2001  and  February  29,  2000
(Expressed  in  Canadian  Dollars)

10.  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.

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

11.  Subsequent  Events

     (a)  Pursuant  to  the  remaining  US$300,000  convertible  debentures
          commitment,  the  Company  received  a  further  US$80,000 which bears
          interest  at  a rate of 6% per annum, the principal and interest which
          may be converted into common shares at the following Conversion Price:
          the  lower  of  (i)  110% of the average of the two lowest closing bid
          prices  during the ten (10) Trading Days prior to the closing date, or
          (ii)  65%  of  the average of the two lowest closing bid prices during
          the  five  (5) Trading Days prior to the receipt by the Company of the
          Notice of Conversion or the Maturity Date, as applicable. The Maturity
          Date  is July 6, 2002. The Company paid a finders fee of US$8,000. The
          Company  also  issued  16,000  Warrants.

     (b)  See  Note  6(a) and (b) for convertible debentures having a face value
          of  US$270,000  (Cnd$410,880)  being  converted  into 7,720,273 common
          shares  at  an  average  conversion  price  of  $0.035.


                                      F-13
<PAGE>