****UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORM 10-QSB/A**

**(Mark One)**

**[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED March 31, 2001 (Amended)**

OR

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

**FOR THE TRANSITION PERIOD**From ________________ to _______________

Commission File number 0-30685

CARMINA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Utah								870305395

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

810, 540 5th Avenue SW, Calgary, Alberta, Canada

(Address of principal executive officers)T2P-0M2

(Zip Code)

(403) 269-5369

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 periods that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]
No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,
13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court.  Yes No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical
date.

Common stock, No par value ­ 21,502,300 shares as of April 30, 2001

Index

**Carmina Technologies, Inc. and Subsidiaries**

****Part I. Financial Information

Item	1.    Interim financial statements (unaudited & amended)

- Consolidated interim balance sheets ­ March 31, 2001

- Consolidated interim statements of income ­ three months ended March 31, 2001 and 2000

- Consolidated interim statements of cash flow ­ three  months ended March 31, 2001 and 2000

- Notes to consolidated interim financial statements ­ March 31, 2001

Item	2.    Management's Plan of Operations



Part II. Other Information

Item	6.    Exhibits and Reports on Form 8-K



Signatures

**Part I. Financial Information**

****Item 1. ­ Interim Financial Statements (amended)

The following consolidated interim financial statements are filed as part of this report:

The Consolidated Interim Financial Statements of the Company for the three  months ended March 31, 2001 have
been reviewed by BDO Dunwoody LLP, chartered accountants.

Item 2. ­ Management's Plan of Operation

During the first quarter of 2001 management of Carmina Technologies continued discussions with Application
Service Providers (ASP) with a view to acquiring all or part ownership.

Development of the GateCommander internet appliance and related products proceeded on schedule during the first
quarter.  Discussions with potential marketers are continuing.

**Part II. Other Information**



Item 6. ­ Exhibits and Reports on form 8-K

(a)	 No Exhibits

(b)	The Company filed a report on Form 8-K January 29, 2001 related to change in certifying accountants.
The Company filed a report on Form 8-KA on March 23, 2001 related to change in certifying
accountants.

Carmina Technologies Inc. 10-QSB (March 31, 2001)

In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Carmina Technologies, Inc. (Registrant)

Dated: August 17, 2001 By /s/ John M. Alston, President****

**Exhibit 1**

**CARMINA TECHNOLOGIES, INC.**

**AND SUBSIDIARY**

**(A Development Stage Company)**

**CONSOLIDATED INTERIM FINANCIAL STATEMENTS**

**(Amended)**

**March 31, 2001 and March 31, 2000**

**C O N T E N T S**

Consolidated Interim Balance Sheets 	 3

Consolidated Interim Statements of Operations	 4

Consolidated Interim Statements of Comprehensive Loss	 5

Consolidated Interim Statements of Stockholders' Equity (Deficit)	 6

Consolidated Interim Statements of Cash Flows	 7

Notes to the Consolidated Interim Financial Statements	 8 - 16

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Balance Sheet  (Amended)

(Unaudited)

March 31,		December 31,

2001		2000

CURRENT ASSETS

Cash	$	3,415	$	2,796

Accounts Receivable		45		---

Tax refund receivable		10,326	8,805

Total Current Assets	13,786	11,601

OTHER ASSETS

Due from related party (Note 1(b))		--		16,257

Advances (Note 1(c))		88,816		26,664

Marketable securities (Note 1(a))		95,235		594,835

Securities receivable	--	20,204

Total Other Assets	184,051	657,960

PROPERTY AND EQUIPMENT	2,051	2,051

TOTAL ASSETS	$		199,888	$	671,612

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable	$		49,038	$	32,424

Due to related party (Note 1(b))			160,407		73,412

Accrued expenses		4,403	4,500

Total Current Liabilities		213,848	110,336

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock: 40,000,000 shares authorized

no par value, 20,502,300 shares

issued and outstanding		1,167,232		1,092,232

1,000,000 shares to be issued		625,000		625,000

Cumulative translation adjustment		(16,222)		(17,722)

Deficit accumulated during the development stage	(1,789,970)	(1,138,234)

Total Stockholders' Equity (Deficit)		(13,960)	561,276

TOTAL LIABILITIES

AND STOCKHOLDERS' EQUITY (DEFICIT)	$		199,888	$	671,612****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Operations  (Amended)

(Unaudited)



For The	 For The	From Inception

Three Months	Three Months	on May 7, 1999

Ended March 31	Ended March 31	through

2001	2000	March 31, 2001

REVENUES	$	--	$	--	$	2,136

COST OF GOODS SOLD	--	--	1,942



GROSS PROFIT	--	--	194

EXPENSES

General and administrative		61,773		5,568		153,917

Depreciation expense		--		--		208

Research and development		13,162		5,778		73,981

Consulting fees		18,176		--		171,853

Management fees (Note 4)	40,000	77,188	637,108

Total Expenses	133,111	88,534	1,037,067

LOSS FROM OPERATIONS	(133,111)	(88,534)	(1,036,873)

OTHER INCOME (EXPENSE)

(Loss) on investment in affiliate		--		(1,285) 		(12,972)

(Loss) on sale of investments 		--		--		(92,061)

Gain on sale of investments		--		3,165		3,006

Unrealized (loss) on investments		(518,625)		(23,667)		(651,274)

Interest income		--				290

Interest expense	--	-- 	(86)

Total Other Income (Expense)	(518,625)	(21,787)	(753,097)

NET LOSS	$	(651,736)	$	(110,321)	$	(1,789,970)

BASIC AND DILUTED LOSS PER

SHARE	$	(0.030)	$	(0.01)

WEIGHTED AVERAGE NUMBER

OF SHARES OUTSTANDING		21,502,300		18,523,267

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Comprehensive Loss (Amended)

(Unaudited)

For The	 For The	From Inception

Three Months	Three Months	on May 7, 1999

Ended March 31	Ended March 31	through

2001 	2000  	March 31, 2001

NET LOSS	$	(651,736)	$	(110,321)	$	(1,789,970)

OTHER COMPREHENSIVE GAIN (LOSS)

Cumulative translation adjustment	1,501	--	(16,222)

COMPREHENSIVE LOSS	$	(650,235)	$	(110,321)	$	(1,806,192)



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit) (Amended)

(Unaudited)

|                                                                                                | Common StockShares             Amount |   | Deficit
Accumulated
During the
Development
Stage |   | Cumulative
Translation
Adjustment
|----------------------------------------------------------------------------------------------- | ------------------------------------- | - | ------------------------------------------------ | - | ---------------------------------
|Balance, December 31, 1999                                                                      | 9,300,000                             | $ | 407,406                                          | $ | (413,230)                        
|                                                                                                |                                       |   |                                                  |   |                                  
|Subscriptions for cash at $0.03 per share on
February 8, 2000                                   | 1,279,221                             |   | 42,635                                           |   | --                               
|Subscriptions for marketable securities at $0.03 per
share on February 8, 2000                  | 1,420,779                             |   | 47,353                                           |   | --                               
|Issued on exercise of warrants for marketable
securities at $0.07 per share on February 8, 2000 | 4,000,000                             |   | 284,595                                          |   | ­                                
|                                                                                                | 16,000,000                            | $ | 781,989                                          | $ | (413,230)                        
|                                                                                                |                                       |   |                                                  |   |                                  
|Common stock issued in Recapitalization                                                         | 4,502,300                             |   | 3,243                                            |   | --                               
|Common stock issued at December 31, 2000 for
$0.625 per share                                   | 1,000,000                             |   | 625,000                                          |   | --                               
|Compensation expense on options issued to
consultants     (Note 3 (b))                          | --                                    |   | 147,000                                          |   | --                               
|Services contributed by officers of the Company
(Note 4)                                        | ­                                     |   | 160,000                                          |   | --                               
|Cumulative translation adjustment                                                               | ­                                     |   | ­                                                |   | ­                                
|Net loss for the twelve months ended December 31,
2000                                          | --                                    |   | --                                               |   | (725,004)                        
|Balance at December 31, 2000                                                                    | 21,502,300                            | $ | 1,717,232                                        | $ | (1,138,234)                      
|                                                                                                |                                       |   |                                                  |   |                                  
|Services contributed by officers of the Company
(Note 4)                                        | ­                                     |   | 40,000                                           |   | --                               
|Compensation expense on options issued to
consultants     (Note 3 (b))                          | ­                                     |   | 35,000                                           |   | --                               
|Cumulative translation adjustment                                                               | ­                                     |   | ­                                                |   | ­                                
|Net loss for the three months ended March 31, 2001                                              | ­                                     |   | ­                                                |   | (651,736)                        
|                                                                                                |                                       |   |                                                  |   |                                  
|Balance at March 31, 2001                                                                       | 21,502,300                            | $ | 1,792,232                                        | $ | (1,789,970)                      

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Statements of Cash Flows (Amended)

(Unaudited)



For The	 For The	From Inception

Three Months	Three Months	on May 7,1999

Ended March 31	Ended March 31	through March 31

2001	2000	2001

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(651,736)	$	(110,321)	$	(1,789,970)

Adjustments to reconcile net loss to net cash

used by operating activities:

Depreciation		--		--		208

Stock issued for services		--		--		298,241

Services contributed by officers of the

Company		40,000		40,000		294,000

Loss on sale of investments		--		--		89,055

Unrealized loss		521,304		8,787		653,953

Decrease value of equity investment		--		--		 10,321

Compensation expense through issuance

of options		35,000		--		182,000

Sale of marketable securities		--		8,971		78,840

Changes in operating assets and liabilities:

(Increase) decrease in receivables		(1,566)		(2,719)		(10,371)

(Increase ) decrease in prepaid expenses		--		(10,320)		--

Increase (decrease) in accounts payable	16,517	7,832	53,441



Net Cash Used by Operating Activities	(40,481)	(57,770)	(140,282)

CASH FLOWS FROM INVESTING ACTIVITIES

Due from related party		16,257		--		37,054

Advances		(62,152)		--		(88,816)

Purchase of property and equipment		--		--		(2,259)

Purchase of long-term investment		--		(302,745)		(13,000)

Recapitalization	--	374,584	3,243

Net Cash Used by Investing Activities	(45,895)	71,839	(63,778)

CASH FLOWS FROM FINANCING ACTIVITIES

Due to related party		86,995		--		149,675

Issuance of common stock for cash	--	--	57,800

Net Cash Provided by Financing Activities	86,995	--	207,475

NET INCREASE IN CASH		619		14,069		3,415

CASH AT BEGINNING OF PERIOD	2,796	3,417	--

CASH AT END OF PERIOD	$	3,415	$	17,486	$	3,415

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

March 31, 2001 (Amended)

(Unaudited)

NOTE 1 -	SIGNIFICANT ACCOUNTING POLICIES

The consolidated interim financial statements included herein have been prepared by the Company, without audit, in
accordance with accounting principles generally accepted in the United States and pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures
are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of
management, are necessary for fair presentation of the information contained therein.  It is suggested that these
consolidated interim financial statements be read in conjunction with the financial statements of Carmina
Technologies, Inc (formerly The Americas Mining Corporation) (a development stage company) and its wholly-owned subsidiary Carmina Canada, Inc. (formerly Rhonda Networks, Inc.) for the year ended December 31, 2000
and notes thereto included with the Company's Annual report on Form 10-KSB, as amended.  The Company follows
the same accounting principles in preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

a.)  Marketable Securities

The Company held 362,500 shares of Qnetix, Inc.'s common stock as trading securities at March 31, 2001.  The
fair value of the Company's marketable securities is estimated based on quoted market prices for those
investments.  The fair value of Qnetix, Inc. marketable securities at March 31, 2001 was $23,235.



The Company also held 225,000 common shares of Power Interactive Media Inc. (formerly Power Kiosk, Inc.) as
trading securities at March 31, 2001. The fair value of Power Interactive Media Inc. marketable securities at
March 31, 2001 was $72,000. Subsequent to period end, on May 17, 2001, the value of these securities
increased to $162,500.



Because the Company's marketable securities are classified as trading and reported at fair value, there is no
need to evaluate the securities for impairment.

b.)  Due from (to) Related Party

Amounts are due from (to) a party related by virtue of being a shareholder of the Company.   These amounts are
unsecured, non-interest bearing with no terms of repayment.

c.)  Advances

Advances are to an unrelated company for which shares of the unrelated company will eventually be issued for
consideration.  The Company is in the process of negotiating the number of shares to be issued.  Subsequent to
the period end, the Company advanced a further $39,653.  This investment will be accounted for at cost.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

March 31, 2001 (Amended)

(Unaudited)

NOTE 1 -	SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.)  Recent Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
which requires companies to record derivatives as assets or liabilities, measured at fair market value.  Gains or
losses resulting from changes in the values of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting.  The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows.  SFAS
No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000.  Historically, the Company
has not entered in derivative contracts for speculative purposes.  Accordingly, the adoption of the new standard
on January 1, 2001 did not materially affect the Company's consolidated financial statements.

The Company has adopted the provisions of SOP 98-1 "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use."  Management will begin to capitalize certain costs once the preliminary
project stage is completed and funding for the projects is probable.  The Company has expensed all organization
costs per the requirements of SOP 98-5 "Reporting the costs of Start Up Activities."

In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, *Business
Combinations* (SFAS 141)*,* and No. 142, *Goodwill and Other Intangible Assets* (SFAS 142)*.*SFAS 141 requires
the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company
recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company
reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test
goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting
units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other
existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life.
An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance
in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all
goodwill and other intangible assets recognized at that date, regardless of when those assets were initially
recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months from
the date of adoption. The Company is also required to reassess the useful lives of other intangible assets within
the first interim quarter after adoption of SFAS 142.

Currently, the Company is assessing but has not yet determined how the adoption of SFAS 141 and SFAS 142
will impact its financial position and results of operations.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

March 31, 2001 (Amended)

(Unaudited)

NOTE 2 -  GOING CONCERN

The Company's consolidated financial statements are prepared using generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, the Company does not have significant cash or other material assets, nor
does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue
as a going concern.  It is the intent of the Company to continue in the development and marketing of its Linux
based GateCommander server appliance, GateCommander Scout and its Smart-Home technology.  Additionally,
the Company intends to market support services for these products and to act as a reseller for other products
which it feels are complimentary to the Company's goals.  Management's plans to continue as a going concern
include (1) raising additional capital through sales of common stock, the proceeds of which would be used to
market and develop the existing software and related rights, hiring of administrative, sales and marketing
personnel and (2) the use of stock options to pay for employee compensation and marketing services.  However,
management cannot provide any assurances that the Company will be successful in accomplishing any of its
plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully
accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and
attain profitable operations.  The accompanying financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.



NOTE 3 -  WARRANTS AND OPTIONS

a.)  Warrants

Each warrant outstanding is exercisable to one common share at an exercise price of $1 per warrant until
December 31, 2002.

A summary of the status of the Company's warrants as of March 31, 2001 and changes during the three months
ending March 31, 2001 are presented below:

Weighted

Average

Exercise

Warrants	Price

Outstanding and exercisable,

March 31, 2001		1,000,000	$	1.00







**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 (Amended)

(Unaudited)

NOTE 3 - WARRANTS AND OPTIONS (Continued)

a.)  Warrants (Continued)

The warrants outstanding at period end were issued to a party related by virtue of being a shareholder in
conjunction with the 1,000,000 common shares issued on December 31, 2000.  The warrants that are vested
at March 31, 2001 are summarized as follows:

Outstanding	Weighted	Exercisable

Number	Weighted	Average	Number	Weighted

Outstanding	Average	Remaining	Exercisable	Average

at	Exercise	Contractual	at	Exercise

Exercise Price	03/31/01	Price	Life	03/31/01	Price



Range $1.00	1,000,000	$1.00		1.75 years	1,000,000	$1.00

1,000,000		$1.00			1,000,000		$1.00

b.)  Options

Employees, directors, and officers

The Company applies Accounting Principles Board ("APB") Option 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for all stock option plans.  Under APB Option 25,
compensation cost is recognized for stock options granted to employees when the option price is less than the
market price of the underlying common stock on the date of grant.

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the Company to
provide proforma information regarding net income and net income per share as if compensation costs for the
Company's stock option plans and other stock awards had been determined in accordance with the fair value
based method prescribed in SFAS No. 123.

A summary of the status of the Company's options issued as of December 31, 2000 and changes during the
three months ending March 31, 2001 are presented below:

Weighted	Weighted

Average	Average

Exercise	Grant Date

Options	Price	Fair Value

Outstanding, December 31, 2000	840,000		0.010		0.03

Granted	--		--		--

Expired/Cancelled	--	--	--

Exercised	--	--	--

Outstanding, March 31, 2001		840,000	$	0.10	$	0.030

Exercisable, March 31, 2001		420,000	$	0.10	$	0.030



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 (Amended)

(Unaudited)

NOTE 3 -  WARRANTS AND OPTIONS (Continued)

b.) Options (continued)

The options to employees, directors and officers that are vested at March 31, 2001 are summarized as follows:

Outstanding	Weighted	Exercisable

Number	Weighted	Average	Number	Weighted

Outstanding	Average	Remaining	Exercisable	Average

at	Exercise	Contractual	at	Exercise

Exercise Price	03/31/01	Price	Life	03/31/01	Price



Range $0.10	840,000	$0.10		6.75 years	420,000	$0.10

840,000		$0.10				420,000		$0.10

No compensation expense has been recorded for the options issued to employees, directors and officers.  There
are no expected dividends.

During the period, no market existed for the shares.

Consultants

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the Company to
record compensation costs for the Company's stock option plans and other stock awards to consultants
determined in accordance with the fair value based method prescribed in SFAS No. 123.



A summary of the status of the Company's options issued to consultants as of December 31, 2000 and changes
during the three months ending March 31, 2001 are presented below:

Weighted	Weighted

Average	Average

Exercise	Grant Date

Options	Price	Fair Value

Outstanding, December 31, 2000	850,000	$	0.019	$	0.029

Granted	--		--		--

Expired/Cancelled	--	--	--

Exercised	--	--	--

Outstanding, March 31, 2001		850,000	$	0.19	$	0.029

Exercisable, March 31, 2001		425,000	$	0.19	$	0.029

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 (Amended)

(Unaudited)

NOTE 3 -  WARRANTS AND OPTIONS (Continued)

b.) Options (continued)

The options to consultants that are vested at March 31, 2001 are summarized as follows:

Outstanding	Weighted	Exercisable

Number	Weighted	Average	Number	Weighted

Outstanding	Average	Remaining	Exercisable	Average

at	Exercise	Contractual	at	Exercise

Exercise Price	03/31/01	Price	Life	03/31/01	Price

Range $0.10		650,000		$0.10		6.75 years		325,000		$0.10

Range $0.50	200,000	$0.50		3.75 years	100,000	$0.50

850,000		$0.19				425,000		$0.19

During the period, nil (2000 - 850,000) options were granted.  Compensation expense of $35,000 (2000 ­
$147,000) has been recorded for options issued to consultants based on the value attributable to these options
as described above.  The Company estimates the fair value of each stock award at the grant date by using the
Black-Scholes option pricing model using the following assumptions:  The U.S. Treasury rate for the period equal
to the expected life of the warrants (6.25%) was used as the risk-free interest rate.  The expected life of the
options is ten years since they expire on December 31, 2010.  The volatility used was 1% based upon the
historical price per share of shares sold.  There are no expected dividends.

During the period, no market existed for the shares.

NOTE 4 - MANAGEMENT FEES

The Company has four officers which contribute about one half of their time to the Company.  The value of their
services is estimated at $40,000 per year for each officer.  For the three months ended March 31, 2001 the
Company expensed $40,000 as management fees and showed the amount as services contributed to the
Company on the Consolidated Statement of Stockholders' Equity.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 (Amended)

(Unaudited)

NOTE 5 ­ STATEMENT OF CASH FLOWS

CASH PAID FOR:

For the	For the	From inception

Three Month	Three Month	on May 7, 1999

Period Ended	Period Ended 	through

March 31,	March 31,	March 31,

2001	 2000	2001



Interest	$	--	$	--	$	--

Income taxes	$	--	$	--	$	--

NON-CASH INVESTING ACTIVITIES

Common stock issued for investment	$	--	$	331,948	$	922,573

NON-CASH FINANCING ACTIVITIES

Common stock issued for note receivable	$	--	$	--	$	34,375

Common stock issued for services	$	--	$	--	$	298,241

Services contributed by officers of the Company	$	40,000	$	40,000	$	294,000

Compensation expense on issuance of options	$	35,000	$	      --	$	182,000