UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORM 10-QSB**

**(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**

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)			(I.R.S. 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 ISSURES 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.	Financial Statements (Unaudited)

Consolidated balance sheets ­ March 31, 2001 and December 31, 2000

Consolidated statements of income ­ Three months ended March 31, 2001 and 2000

Consolidated statements of cash flow ­ Three months ended March 31, 2001 and 2000

Notes to consolidated 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. ­ Financial Statements

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

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

Item 2. ­ Management's Plan of Operation

During the first quarter of 2001 management of Carmina Technologies management continued discussions with an
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 have commenced with potential marketers.

**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: May 20, 2001 By /s/ John M. Alston, President****

**Exhibit 1**

**CARMINA TECHNOLOGIES, INC.**

**AND SUBSIDIARY**

**(Formerly The Americas Mining Corporation)**

**(A Development Stage Company)**

**CONSOLIDATED FINANCIAL STATEMENTS**

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

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

Independent Accountants' Review Report	 3

Consolidated Balance Sheets 	 4

Consolidated Statements of Operations	 5

Consolidated Statements of Comprehensive Loss	 6

Consolidated Statements of Stockholders' Equity	 7

Consolidated Statements of Cash Flows	 8

Notes to the Consolidated Financial Statements	 9 - 20

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

The Board of Directors

Carmina Technologies, Inc. and Subsidiary

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Calgary, Canada

We have reviewed the accompanying consolidated balance sheet of Carmina Technologies, Inc. and
Subsidiary (formerly The Americas Mining Corporation) (a development stage company) as of March
31, 2001 and the related consolidated statements of operations, stockholders' equity and cash flows
for the three month period ended March 31, 2001.  These consolidated financial statements are the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the America Institute of
Certified Public Accountants.  A review of interim consolidated financial information consists principally
of applying analytical procedures to financial data, and making inquires of persons responsible for
financial and accounting matters.  It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, which will be performed for the full year with
the objective of expressing an opinion regarding the consolidated financial statements taken as a
whole.  Accordingly, we do not express such an opinion

The accompanying consolidated financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company
is a development stage company with no established source of revenues which raises substantial
doubt about its ability to continue as a going concern.  Management's plans in regard to this matter
are also described in Note 2.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Based on our review, we are not aware of any material modifications that should be made to the
accompanying consolidated financial statements referred to above for them to be in conformity with
accounting principles generally accepted in the United States.

"signed"

BDO Dunwoody LLP

Chartered Accountants

May 17, 2001

Calgary, Alberta

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Consolidated Balance Sheet

|                                                                                                  |   | March 31, 2001 |   | December 31,
2001
|------------------------------------------------------------------------------------------------- | - | -------------- | - | -----------------
|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(o))                                                                |   | --             |   | 16,257           
|Advances (Note 1(p))                                                                              |   | 88,816         |   | 26,664           
|Marketable securities (Note 1(i))                                                                 |   | 95,235         |   | 594,835          
|Securities receivable (Note 1(h))                                                                 |   | --             |   | 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(q))                                                                  |   | 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 sharesissued and outstanding |   | 1,132,232      |   | 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                                                  |   | (1,754,970)    |   | (1,138,234)      
|                                                                                                  |   |                |   |                  
|Total Stockholders' Equity (Deficit)                                                              |   | (13,960)       |   | 561,276          
|                                                                                                  |   |                |   |                  
|TOTAL LIABILITIES                                                                                 |   |                |   |                  
|AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                | $ | 199,888        | $ | 671,612          

****See accompanying summary of accounting policies and notes to the consolidated financial statements

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Consolidated Statements of Operations

|                                  |   | For the

Three Month
Period Ended
March 31,
2001 |   | For the

Three Month
Period Ended
March 31,
2000 |   | From
Inception on
May 7, 1999
through
March 31,
2001
|--------------------------------- | - | ------------------------------------------------ | - | ------------------------------------------------ | - | ----------------------------------------------------
|REVENUES                          | $ | --                                               | $ | --                                               | $ | 2,136                                               
|                                  |   |                                                  |   |                                                  |   |                                                     
|COST OF GOODS SOLD                |   | --                                               |   | --                                               |   | 1,942                                               
|                                  |   |                                                  |   |                                                  |   |                                                     
|GROSS PROFIT                      |   | ­                                                |   | ­                                                |   | 194                                                 
|                                  |   |                                                  |   |                                                  |   |                                                     
|EXPENSES                          |   |                                                  |   |                                                  |   |                                                     
|                                  |   |                                                  |   |                                                  |   |                                                     
|General and administrative        |   | 26,773                                           |   | 5,568                                            |   | 118,917                                             
|Depreciation expense              |   | ­                                                |   | ­                                                |   | 208                                                 
|Research and development          |   | 13,162                                           |   | 5,778                                            |   | 73,981                                              
|Consulting fees                   |   | 18,176                                           |   | ­                                                |   | 171,853                                             
|Management fees                   |   | 40,000                                           |   | 77,188                                           |   | 637,108                                             
|                                  |   |                                                  |   |                                                  |   |                                                     
|Total Expenses                    |   | 98,111                                           |   | 88,534                                           |   | 1,002,067                                           
|                                  |   |                                                  |   |                                                  |   |                                                     
|LOSS FROM OPERATIONS              |   | (98,111)                                         |   | (88,534)                                         |   | (1,001,873)                                         
|                                  |   |                                                  |   |                                                  |   |                                                     
|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                          | $ | (616,736)                                        | $ | (110,321)                                        | $ | (1,754,970)                                         
|                                  |   |                                                  |   |                                                  |   |                                                     
|BASIC AND DILUTED LOSS PER

SHARE | $ | (0.029)                                          | $ | (0.01)                                           |   |                                                     
|                                  |   |                                                  |   |                                                  |   |                                                     
|WEIGHTED AVERAGE NUMBER           |   |                                                  |   |                                                  |   |                                                     
|OF SHARES OUTSTANDING             |   | 21,502,300                                       |   | 18,523,267                                       |   |                                                     

****

See accompanying summary of accounting policies and notes to the consolidated financial statements****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Consolidated Statements of Comprehensive Loss

|                                  |   | For the

Three Month
Period Ended
March 31,
2001 |   | For the

Three Month
Period Ended
March 31,
2000 |   | From
Inception on
May 7, 1999
through
March 31,
2001
|--------------------------------- | - | ------------------------------------------------ | - | ------------------------------------------------ | - | ----------------------------------------------------
|NET LOSS                          | $ | (616,736)                                        | $ | (110,321)                                        | $ | (1,754,970)                                         
|                                  |   |                                                  |   |                                                  |   |                                                     
|OTHER COMPREHENSIVE LOSS          |   |                                                  |   |                                                  |   |                                                     
|Cumulative translation adjustment |   | 1,501                                            |   | ­                                                |   | (16,221)                                            
|                                  |   |                                                  |   |                                                  |   |                                                     
|COMPREHENSIVE LOSS                | $ | (615,235)                                        | $ | (110,321)                                        | $ | (1,771,191)                                         

****



See accompanying summary of accounting policies and notes to the consolidated financial statements****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

|                                                                                                | Common StockShares             Amount |   | Deficit
Accumulated
During the
Development
Stage
|----------------------------------------------------------------------------------------------- | ------------------------------------- | - | ------------------------------------------------
|Balance, December 31, 1999                                                                      | 9,300,000                             | $ | 407,406                                         
|                                                                                                |                                       |   |                                                 
|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                                         
|                                                                                                |                                       |   |                                                 
|Common stock issued in Recapitalization                                                         | 4,502,300                             |   | 3,243                                           
|                                                                                                |                                       |   |                                                 
|Common stock to be issued as at December
31, 2000 at $0.625 per share (Note 5)                  | 1,000,000                             |   | 625,000                                         
|                                                                                                |                                       |   |                                                 
|Compensation expense on options issued to
consultants                                           | --                                    |   | 147,000                                         
|                                                                                                |                                       |   |                                                 
|Services contributed by officers of the
Company                                                 | --                                    |   | 160,000                                         
|                                                                                                |                                       |   |                                                 
|Net loss for the 12 month period ended
December 31, 2000                                        | --                                    |   | --                                              
|                                                                                                |                                       |   |                                                 
|Balance, December 31, 2000                                                                      | 21,502,300                            |   | 1,717,232                                       
|                                                                                                |                                       |   |                                                 
|Services contributed by the officers of the
Company                                             | --                                    |   | 40,000                                          
|                                                                                                |                                       |   |                                                 
|Net loss for the 3 month period ended March
31, 2001                                            | --                                    |   | --                                              
|                                                                                                |                                       |   |                                                 
|Balance, March 31, 2000                                                                         | 21,502,300                            | $ | 1,757,232                                       

See accompanying summary of accounting policies and notes to the consolidated financial statements

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Consolidated Statements of Cash Flows

|                                                  |   | For the

Three Month
Period
Ended March
31, 2001 |   | For the

Three Month
Period
Ended March
31, 2000 |   | From
Inception on
May 7, 1999
through
March 31,
|------------------------------------------------- | - | ------------------------------------------------ | - | ------------------------------------------------ | - | -----------------------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES              |   |                                                  |   |                                                 
|                                                  |   |                                                  |   |                                                  |   |                                                
|Net loss                                          | $ | (616,736)                                        | $ | (110,321)                                        | $ | (1,754,970)                                    
|Adjustment to reconcile net loss to net           |   |                                                  |   |                                                  |   |                                                
|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                                   |   | --                                               |   | --                                               |   | 132,649                                        
|Decrease value of equity investment               |   | 518,625                                          |   | 8,787                                            |   | 531,625                                        
|Compensation expense through issuance

of options |   | --                                               |   | --                                               |   | 147,000                                        
|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             |   | (43,160)                                         |   | (57,770)                                         |   | 140,282                                        
|                                                  |   |                                                  |   |                                                  |   |                                                
|CASH FLOWS FROM INVESTING ACTIVITES               |   |                                                  |   |                                                 
|                                                  |   |                                                  |   |                                                  |   |                                                
|Due from related party                            |   | 18,936                                           |   | ­                                                |   | 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             |   | (43,216)                                         |   | 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                    |   | 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**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 1 -	ORGANIZATION AND HISTORY

The consolidated financial statements presented include those of Carmina Technologies,
Inc. (formerly The Americas Mining Corporation) (a development stage company) and its
wholly-owned subsidiary Rhonda Networks, Inc.  Collectively, they are referred to herein
as "the Company."

Carmina Technologies, Inc. (Carmina) was incorporated under the laws of the State of Utah
on March 5, 1973 under the name of "Investors Equity, Inc."  In 1991, the Company
changed its name to "The Americas Mining Corporation."  In January of 2000, the Company
changed its name to "Carmina Technologies, Inc."

On February 9, 2000, the Company completed an Agreement and Plan of Reorganization
whereby Carmina issued 16,000,000 shares of its common stock in exchange for all of the
outstanding common stock of Rhonda Networks, Inc. (Rhonda).

The reorganization was accounted for as a recapitalization of Rhonda because the
shareholders of Rhonda control the Company after the acquisition.  Therefore, Rhonda is
treated as the acquiring entity.  Accordingly, there was no adjustment to the carrying value
of the assets or liabilities of Carmina.  Carmina is the acquiring entity for legal purposes
and Rhonda is the surviving entity for accounting purposes.

Carmina was incorporated for the purpose of creating a vehicle to obtain capital to seek
out, investigate and acquire interests in products and businesses which may have a
potential for profit.  Prior to the reorganization, Carmina distributed shares of a wholly-owned subsidiary, American Mining Corp. to its shareholders as a partial liquidating
dividend.  At the time of the reorganization, Carmina was a shell company with minimal
assets and no operations.

Rhonda, a wholly owned subsidiary, was incorporated under the laws of the Province of
Alberta, Canada on May 7, 1999.  It was incorporated for the purpose of developing and
marketing its low-cost, high-capability multipurpose Linux based GateCommander 2000,
GateCommander Scout and Smart-Home networking technologies.  The GateCommander
2000 technology combines firewall, virtual private networking, network and system
monitoring, e-mail and domain name services, paging and fax with voice over IP, and
dynamic web services.  The GateCommander Scout monitors and evaluates firewalls.  The
Smart-Home network management system offers homeowners control over heating, air
conditioning, lighting, appliance management, switches and outlets, home security and
motion and fire detection zones.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

The Company's technologies are still in the development stage.  None of the products or
services associated with these technologies have been brought to the market or are
available for marketing.  Because of the developmental status of the technology, there can
be no assurance that the technology will be brought to market in a commercially viable
form.

a.  Accounting Method

The Company's consolidated financial statements are prepared using the accrual method
of accounting.  The Company has elected a calendar year end.

b.  Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with maturities of three
months or less at the time of acquisition.

c.  Basic Loss Per Share

The computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period of the consolidated financial
statements.  Common stock equivalents, consisting of 1,000,000 warrants and 1,690,000
options, have not been included in the calculation as their effect is anti-dilutive for the
period presented.

|                                                             |   | For the Three
Month Period
Ended March
31, 2001 |   | For the Twelve
Month Period
Ended
December 31,
2000
|------------------------------------------------------------ | - | ----------------------------------------------- | - | ---------------------------------------------------
|                                                             |   |                                                 |   |                                                    
|Numerator - loss                                             | $ | (616,736)                                       | $ | (725,004)                                          
|Denominator - weighted average number of shares

outstanding |   | 21,502,300                                      |   | 20,510,519                                         
|                                                             |   |                                                 |   |                                                    
|Loss per share, basic and diluted                            | $ | (0.029)                                         | $ | (0.035)                                            

****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

d.  Provision for Taxes

At March 31, 2001, the Company had net operating loss carryforwards of approximately
$1,104,000 that may be offset against future taxable income through 2020.  No tax benefit
has been reported in the consolidated financial statements, because the Company believes
there is a 50% or greater chance the carryforwards will expire unused.  Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation account of the
same amount.

The components of deferred taxes are as follows:

|                               |   | For the Three
Month Period
Ended March
31, 2001 |   | For the Twelve
Month Period
Ended
December 31,
2001
|------------------------------ | - | ----------------------------------------------- | - | ---------------------------------------------------
|                               |   |                                                 |   |                                                    
|DEFERRED TAX ASSET:            |   |                                                 |   |                                                    
|                               |   |                                                 |   |                                                    
|Unused tax losses carryforward | $ | 497,000                                         | $ | 452,000                                            
|Unrealized losses              |   | 295,000                                         |   | 60,000                                             
|                               |   |                                                 |   |                                                    
|NET DEFERRED TAX ASSET         |   | 792,000                                         |   | 512,000                                            
|                               |   |                                                 |   |                                                    
|Valuation allowance            |   | (792,000)                                       |   | (512,000)                                          
|                               |   |                                                 |   |                                                    
|                               | $ | ­                                               | $ | --                                                 
|                               |   |                                                 |   |                                                    
|STATUTORY TAX RATE             |   | 45%                                             |   | 45%                                                
|                               |   |                                                 |   |                                                    
|Income taxes at statutory rate |   | (280,000)                                       |   | (326,000)                                          
|Change in valuation allowance  |   | 280,000                                         |   | 326,000                                            
|                               |   |                                                 |   |                                                    
|                               | $ | --                                              | $ | --                                                 

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

e.  Estimates

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

f.  Revenue Recognition

The Company recognizes revenue upon completion and delivery of its products.  However,
substantial operations have not yet begun.

g.  Principles of Consolidation

The consolidated financial statements include those of Carmina Technologies, Inc. and its
wholly owned subsidiary, Rhonda Networks, Inc.  All significant intercompany accounts and
transactions have been eliminated.

h.  Securities Receivable

The Company purchased 750,000 shares of Qnetix, Inc.'s common stock during the twelve
months ended December 31, 2000.  At the time of purchase, 450,000 shares of stock were
delivered to the Company which were deposited into a brokerage account and classified
as trading.  The remaining 300,000 shares, with a value of $20,204 at December 31, 2000,
net of an allowance of $109,779 for the decline in market value as estimated based on
quoted market prices, were delivered in March 2001.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

i.  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.  During the twelve months ended December
31, 2000, the Company sold a portion of the trading securities for losses totaling $92,061
and a gain of $3,006.  The Company recorded an unrealized loss of $22,870 to account
for the decline in value of the remaining securities.  The fair value of Qnetix, Inc.
marketable securities at March 31, 2001 was $36,625.



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.

j.  Allowance for Doubtful Accounts

The Company's accounts receivable are shown net of an allowance for doubtful accounts
of $-0- and $-0- at March 31, 2001 and December 31, 2000, respectfully.

k.  Property and Equipment

Property and equipment are carried at cost less accumulated amortization.  Amortization
is provided for using the following methods and annual rates (one-half the normal
amortization is provided for in the year of acquisition):



Furniture and fixtures	-	20% declining

l.  Warranty Costs

The Company does not offer any warranty on the product which was sold in 1999.
Accordingly, there is no warranty cost expense or accrual.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

m.  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."

n.  Software Development Costs

SOP 98-1 "Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use" was issued in March 1998.  SOP 98-1 requires all costs related to the
development of internal use software other than those incurring during the application
development stage to be expensed as incurred.  Costs incurred during the application
development stage are required to be capitalized and amortized over the estimated useful
life of the software.

o.  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.

p.  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**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000



NOTE 1 -ORGANIZATION AND HISTORY (Continued)

q.  Foreign Exchange

At the transaction date, each asset, liability, revenue or expense is translated into US
dollars, the reporting currency, by using the then prevailing exchange rate with the
resulting gain or loss recognized in the consolidated balance sheets.  At the year end, all
assets and liabilities are translated into US dollars by using the exchange rate in effect at
that date.  The functional currency is Canadian dollars.

r.  Cost-sharing Agreement

The Company's operations are paid for and maintained under a written cost-sharing
agreement with a related party by virtue of being a shareholder.  The Company will
reimburse the related party for 50% of certain administrative expenses.  This level of
remuneration will be reviewed every 3 months and adjusted based on the level of activity
of the Company.

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.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 3 -	WARRANTS AND OPTIONS

c.	Warrants

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

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

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:

|                                             |  | Warrants  |   | Weighted
Average
Exercise Price
|-------------------------------------------- |  | --------- | - | -------------------------------
|                                             |  |           |   |                                
|Outstanding and exercisable,

March 31, 2001 |  | 1,000,000 | $ | 1.00                           

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
Average
Remaining
Contractual
Life | Exercisable                    
|-------------- | ------------------------------- | ------------------------------------------- | -------------------------------
|Exercise Price | Number
Outstanding
at

03/31/01 | Weighted
Average
Exercise
Price             | Number
Exercisable
at

03/31/01
|               |                                 |                                             |                                
|Range $1.00    | 1,000,000                       | $1.00                                       | 1.75 years                     
|               |                                 |                                             |                                
|               | 1,000,000                       | $1.00                                       |                                

d.	Stock 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.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

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:

|                                       |      | ****Options**** | ****  | Weighted
Average
Exercise
Price**** | ****      | Weighted
Average
Grant
Date Fair
Value****
|-------------------------------------- | ---- | --------------- | ----- | ----------------------------------- | --------- | ------------------------------------------
|****Outstanding, December 31, 2000**** | **** | 840,000****     | ****  | 0.10****                            | ****      | 0.03****                                  
|****Granted****                        | **** | --****          | ****  | --****                              | ****      | --                                        
|****Expired/Cancelled****              | **** | --              | ****  | --                                  | ****      | --                                        
|****Exercised****                      | **** | --              | ****  | --                                  | ****      | --                                        
|****                                   |      |                 |       |                                     |           |                                           
|Outstanding, March 31, 2001****        | **** | 840,000****     | ****  | 0.10****                            | ****      | 0.03****                                  
|****                                   |      |                 |       |                                     |           |                                           
|Exercisable, March 31, 2001****        | **** | 420,000         | $**** | ****0.10****                        | ****$**** | 0.03****                                  

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

|               | Outstanding                     | Weighted
Average
Remaining
Contractual
Life | Exercisable                    
|-------------- | ------------------------------- | ------------------------------------------- | -------------------------------
|Exercise Price | Number
Outstanding
at

03/31/01 | Weighted
Average
Exercise
Price             | Number
Exercisable
at

03/31/01
|               |                                 |                                             |                                
|Range $0.10    | 840,000                         | $0.10                                       | 6.75 years                     
|               |                                 |                                             |                                
|               | 840,000                         | $0.10                                       |                                

****	No compensation expense has been recorded for the options issued to employees,
directors and officers.  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

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

was 1% based upon the historical price per share of shares sold.  There are no expected dividends.

Had compensation cost for the Company's stock options issued to employees, directors and
officers been recorded, the pro-forma income statement would have been as follows:

|                                           |   | For the Three
Month Period
Ended March
31, 2001 |   | For the Twelve
Month Period
Ended
December 31,
2001
|------------------------------------------ | - | ----------------------------------------------- | - | ---------------------------------------------------
|                                           |   |                                                 |   |                                                    
|Reported net loss                          | $ | (616,736)                                       | $ | (725,004)                                          
|Cost of compensation                       |   | ­                                               |   | (13,000)                                           
|                                           |   |                                                 |   |                                                    
|Proforma net loss                          | $ | (616,736)                                       | $ | (738,004)                                          
|                                           |   |                                                 |   |                                                    
|Proforma loss per share, basic and diluted | $ | (0.029)                                         | $ | (0.036)                                            



During the period, no market existed for the shares.

The 10 year incentive options vest 1⁄4 on each of the grant date and 1st, 2nd, and 3rd
anniversaries, providing the optionee at the time of vesting as an employee, officer,
director or consultant to the Company, and expire as to 1⁄4 on each of the 4th, 6th, 8th, and
10th anniversaries.

The 5 year incentive options vest 1⁄4 on each of the grant date and 1st, 2nd, and 3rd
anniversaries, providing the optionee at the time of vesting is a consultant to the Company,
and expire on the 5th anniversary.

The Stock Option Plan allows up to 2,000,000 to be issued to directors, officers,
employees and consultants of the Company.  The option price shall be not less than
100% of the market value at the date of grant and the exercise periods shall not exceed
10 years from the date of grant.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

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:



|****                                   |      | Options**** | ****  | Weighted
Average
Exercise
Price**** | ****      | Weighted
Average
Grant Date
Fair Value****
|-------------------------------------- | ---- | ----------- | ----- | ----------------------------------- | --------- | ------------------------------------------
|****Outstanding, December 31, 2000**** | **** | 850,000**** | **$** | ****0.190****                       | **$**     | ****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****                                 

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

|               | Outstanding                     | Weighted
Average
Remaining
Contractual
Life | Exercisable                    
|-------------- | ------------------------------- | ------------------------------------------- | -------------------------------
|Exercise Price | Number
Outstanding
at

03/31/01 | Weighted
Average
Exercise
Price             | Number
Exercisable
at

03/31/01
|               |                                 |                                             |                                
|Range $0.10    | 650,000                         | $0.10                                       | 6.75 years                     
|Range $0.50    | 200,000                         | $0.50                                       | 3.75 years                     
|               | 850,000                         | $0.19                                       |                                

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

March 31, 2001 and December 31, 2000

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

During the period, nil (2000 - 850,000) options were granted.  Compensation expense of
$ nil (2000 ­ $147,000) has been recorded for options issued to consultants based on the
value attributable to these options as described above.

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.

NOTE 5 ­ COMMON STOCK

During the 4th quarter of 2000, the Company completed a placement of 1,000,000 units to
a company related by virtue of being a shareholder for consideration of $590,625 in shares
of a publicly traded company and a receivable of $34,375. Each unit consists of 1 share and
1 warrant.  The transaction was approved by the directors December 29, 2000 to be
effective December 31, 2000.

NOTE 6 ­ STATEMENT OF CASH FLOWS

|CASH PAID FOR:                                   |   |                                                  |   |                                                  |   |                                                     
|------------------------------------------------ | - | ------------------------------------------------ | - | ------------------------------------------------ | - | ----------------------------------------------------
|                                                 |   | For the

Three Month
Period Ended
March 31,
2001 |   | For the

Three Month
Period Ended
March 31,
2000 |   | From
Inception on
May 7, 1999
through
March 31,
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