**Exhibit 1**

**CARMINA TECHNOLOGIES, INC.**

**AND SUBSIDIARY**

**(Formerly The Americas Mining Corporation)**

**(A Development Stage Company)**

**CONSOLIDATED FINANCIAL STATEMENTS**

**(Restated Note 7)**

**December 31, 2000 and 1999**

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

Independent Auditors' Reports	 3-4

Consolidated Balance Sheets 	 5

Consolidated Statements of Operations	 6

Consolidated Statements of Comprehensive Loss	 7

Consolidated Statements of Stockholders' Equity (Deficit)	 8

Consolidated Statements of Cash Flows	 9

Notes to the Consolidated Financial Statements	 10 - 23

INDEPENDENT AUDITORS' REPORT

The Board of Directors

Carmina Technologies, Inc. and Subsidiary

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Calgary, Canada

We have audited the accompanying consolidated balance sheet of Carmina Technologies, Inc. and
Subsidiary (formerly The Americas Mining Corporation) (a development stage company) as of
December 31, 2000 and the related consolidated statements of operations, comprehensive loss,
stockholders' equity (deficit) and cash flows for the 12 month period ended December 31, 2000
and for the period from inception (May 7, 1999) to December 31, 2000.  These consolidated
financial statements are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our audit. We did not
audit the financial statements of the Company for the period from inception (May 7, 1999) to
December 31, 1999. Such statements are included in the cumulative inception to December 31,
2000 totals of the statements of operations, comprehensive loss and cash flows and reflect a net
loss of 25% of the related cumulative total. Those statements were audited by other auditors
whose report has been furnished to us and our opinion, insofar as it relates to amounts for the
period from inception (May 7, 1999) to December 31, 1999 included in the cumulative totals, is
based solely upon the report of the other auditors.

We conducted our audit in accordance with auditing standards generally accepted in the United
States of America.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit and the report of the other
auditors provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of Carmina Technologies, Inc. and Subsidiary (formerly The
Americas Mining Company) (a development stage company) as of December 31, 2000 and the
consolidated results of their operations and their cash flows for the 12 month period ended
December 31, 2000 and for the period from inception (May 7, 1999) to December 31, 2000 in
conformity with accounting principles generally accepted in the United States of America.

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 consolidated financial
statements, the Company is a development stage company and has no operating capital which
together raises substantial doubt about its ability to continue as a going concern.  Management's
plans in regard to these matters are also described in Note 2.  The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 7, the accompanying financial statements have been restated to reflect the
effect of a change in the valuation of marketable securities.

"signed"

BDO Dunwoody LLP

Chartered Accountants

March 30, 2001 (except Note 7, which is dated May 14, 2001)

Calgary, Alberta

INDEPENDENT AUDITORS' REPORT

The Board of Directors

Carmina Technologies, Inc. and Subsidiary

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Calgary, Canada

We have audited the accompanying consolidated statements of operations, stockholders equity
and cash flows of Carmina Technologies, Inc. and Subsidiary (formerly The Americas Mining
Corporation) (a development stage company) from inception on May 7, 1999 to December 31,
1999.  These consolidated  financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted out audit in accordance with generally accepted auditing standards.  Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statement are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the consolidated results of operations and cash flows of Carmina Technologies, Inc. and
Subsidiary (formerly The Americas Mining Corporation) (a development stage company) from
inception on May 7, 1999 to December 31, 1999 in conformity with generally accepted accounting
principles.

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 consolidated financial
statements, the Company is a development stage company and has no operating capital which
together raises substantial doubt about its ability to continue as a going concern.  Management's
plan in regard to these matters are also described in Note 2.  The consolidated financial
statements do not include any adjustments that might result from the outcome of uncertainty.

"signed"

HJ & Associates, LLC (formerly, Jones, Jensen & Company)

Salt Lake City, Utah

April 8, 2000

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Consolidated Balance Sheet

(Restated Note 7)

December 31,

2000

CURRENT ASSETS

Cash			$	2,796

Tax refund receivable				8,805

Total Current Assets			11,601

OTHER ASSETS

Due from related party (Note 1(p))				16,257

Advances (Note 1(q))				26,664

Investment in affiliate (Note 1(m))				--

Marketable securities (Note 1(i))				594,835

Securities receivable (Note 1(h))			20,204



Total Other Assets			657,960

PROPERTY AND EQUIPMENT			2,051

TOTAL ASSETS			$	671,612

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable			$	32,424

Due to related party (Note 1(p))				73,412

Accrued expenses			4,500

Total Current Liabilities			110,336

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock: 40,000,000 shares authorized

no par value, 20,502,300 shares

issued and outstanding				1,092,232

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

Cumulative translation adjustment				(17,722)

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

Total Stockholders' Equity (Deficit)			561,276

TOTAL LIABILITIES

AND STOCKHOLDERS' EQUITY (DEFICIT)			$	671,612

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Consolidated Statements of Operations

(Restated Note 7)

From	From

For The	 Inception on	Inception on

Twelve Month	May 7,	May 7,

Period Ended	1999 Through	1999 through

December 31,	December 31,	December 31,

2000	1999	2000

REVENUES	$	--	$	2,136	$	2,136

COST OF GOODS SOLD	--	1,942	1,942

GROSS PROFIT	--	194	194

EXPENSES

General and administrative		88,002		4,142		92,144

Depreciation expense		208		--		208

Research and development		52,473		8,346		60,819

Consulting fees		26,703		126,974		153,677

Management fees	333,663	263,445	597,108

Total Expenses	501,049	402,907	903,956

LOSS FROM OPERATIONS	(501,049)	(402,713)	(903,762)****

OTHER INCOME (EXPENSE)

(Loss) on investment in affiliate		(2,541)		(10,431) 		(12,972)

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

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

Unrealized (loss) on investments		(132,649)		--		(132,649)

Interest income		290		--		290

Interest expense	--	(86) 	(86)

Total Other Income (Expense)	(223,955)	(10,517)	(234,472)

NET LOSS	$	(725,004)	$	(413,230)	$	(1,138,234)

BASIC AND DILUTED LOSS PER

SHARE	$	(0.035)	$	(0.044)

WEIGHTED AVERAGE NUMBER

OF SHARES OUTSTANDING		20,510,519		9,300,000

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Consolidated Statements of Comprehensive Loss

(Restated Note 7)

From	From

For The	 Inception on	inception on

Twelve Month	May 7,	May 7,

Period Ended	1999 Through	1999 through

December 31,	December 31,	December 31,

2000	1999	2000

NET LOSS	$	(725,004)	$	(413,230)	$	(1,138,234)

OTHER COMPREHENSIVE LOSS

Cumulative translation adjustment	(17,722)	--	(17,722)

COMPREHENSIVE LOSS	$	(742,726)	$	(413,230)	$	(1,155,956)

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)****

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

(Restated Note 7)

Deficit

Accumulated

During the

Common Stock	Development

Shares     	Amount	Stage

Balance, inception on May 7, 1999	$	--	$	--	$	--

Initial subscription for cash at $0.003 on

July 15, 1999	4,000,000	15,165	--



Value attributed to $0.003 shares	--	136,483	--



Subscription for services at $0.03 on

July 15, 1999	5,300,000	161,758	--

Services contributed by officers of the

Company	--	94,000	--

Net loss from inception on May 7, 1999

through December 31, 1999	--	--	(413,230)

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 to be issued on 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	--	--	(725,004)

Balance, December 31, 2000	21,502,300		$ 1,717,232	$	(1,138,234)

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Restated Note 7)

From	From

For The	Inception on	inception on

Twelve Month	May 7,	May 7,

Period Ended	1999 Through	2000 through

December 31,	December 31,	December 31,

2000	1999	2000

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(725,004)	$	(413,230)	$	(1,138,234)

Adjustments to reconcile net loss to net cash

used by operating activities:

Depreciation		208		--		208

Stock issued for services		--		298,241		298,241

Services contributed by officers of the

Company		160,000		94,000		254,000

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

Unrealized loss		132,649		--		132,649

Decrease value of equity investment		2,569		10,431		13,000

Compensation expense through issuance

of options		147,000		--		147,000

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

Changes in operating assets and liabilities:

(Increase) decrease in receivables		6,817		(15,622)		(8,805)

Increase (decrease) in accounts payable	12,735	24,189	36,924

Net Cash Used by Operating Activities	(95,131)	(1,991)	(97,122)

CASH FLOWS FROM INVESTING ACTIVITIES

Due from related party		18,118		--		18,118

Advances		(26,664)		--		(26,664)

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

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

Recapitalization	3,243	--	3,243

Net Cash Used by Investing Activities	(7,562)	(13,000)	(20,562)

CASH FLOWS FROM FINANCING ACTIVITIES

Due to related party		62,680		--		62,680

Issuance of common stock for cash	42,635	15,165	57,800

Net Cash Provided by Financing Activities	105,315	15,165	120,480

NET INCREASE IN CASH		2,622		174		2,796

CASH AT BEGINNING OF PERIOD	174	--	--

CASH AT END OF PERIOD	$	2,796	$	174	$	2,796

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

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

December 31, 2000 and 1999

(Restated Note 7)

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.

From Inception

For the Twelve	on May 7, 1999

Period Ended	Through

December 31,	December 31,

2000	 1999

Numerator - loss	$	(725,004)	$	(413,230)

Denominator - weighted average  number of

shares outstanding	20,510,519	9,300,000

Loss per share, basic and diluted	$	(0.035)	$	(0.044)

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

d.  Provision for Taxes

At December 31, 2000, the Company had net operating loss carryforwards of
approximately $1,006,000 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:

From

For The	 Inception on

Twelve Month	May 7,

Period Ended	1999 Through

December 31,	December 31,

2000	1999

DEFERRED TAX ASSET:

Unused tax losses carryforward	$	452,000	$	186,000

Unrealized losses	60,000	--

NET DEFERRED TAX ASSET		512,000		186,000

Valuation allowance	(512,000)	(186,000)

$	--	$	--

STATUTORY TAX RATE	45%	45%

Income taxes at statutory rate	$	(326,000)	$	(186,000)

Change in valuation allowance	326,000	186,000

$	--	$	--

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

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 have been deposited into a brokerage
account and are 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

December 31, 2000 and 1999

(Restated Note 7)

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

i.  Marketable Securities

The Company held 62,500 shares of Qnetix, Inc.'s common stock as trading
securities at December 31, 2000.  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
December 31, 2000 was $4,210.



The Company also held 225,000 shares of Power Kiosk, Inc.'s common stock as
trading securities at December 31, 2000. The fair value of Power Kiosk, Inc.
marketable securities at December 31, 2000 was $590,625. Subsequent to year
end, On March 7, 2001, the value of these securities declined to $112,500.



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 December 31, 2000 and December 31, 1999,
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

December 31, 2000 and 1999

(Restated Note 7)

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

m.  Investment in Affiliate

The Company is accounting for its investment in Remington Financial Corp., a 39%
owned affiliate, by the equity method of accounting under which the Company's
share of the net income (loss) of the affiliate is recognized as income (loss) in the
Company's statement of operations.

The affiliate was audited at October 31, 1999.  At that time, the total net stockholders'
equity equaled $6,586.  The Company has recognized a loss on their investment in
the in the affiliate of $2,541 to account for the change in value of the affiliate at
December 31, 2000.  This reduces the investment to $-0- at December 31, 2000.

n.  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."

o.  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.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

p.  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.

q.  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 year end, the
Company advanced a further $66,658.  This investment will be accounted for at cost.

r.	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.



s.	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.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

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 at an exercise price of $1
per warrant until December 31, 2002.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

A summary of the status of the Company's warrants as of December 31, 2000 and
changes during the twelve months ending December 31, 2000 are presented below:

Weighted

Average

Exercise

Warrants	Price



Outstanding and exercisable,

December 31, 2000		1,000,000	$	1.00



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

Outstanding	Weighted	Exercisable

Number	Weighted	Average	Number	Weighted

Outstanding	Average	Remaining	Exercisable	Average

at	Exercise	Contractual	at	Exercise

Exercise Price	12/31/00	Price	Life	12/31/00	Price



Range $1.00	1,000,000	$1.00		2 years	1,000,000	$1.00



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

b.	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.

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.



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

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

Weighted	Weighted

Average	Average

Exercise	Grant Date

Options	Price	Fair Value



Outstanding, May 7, 1999 (inception)	--	$	--	$	--

Granted	360,000	0.033	0.00

Outstanding, December 31, 1999	360,000		0.033		0.00

Granted	840,000		0.10		0.030

Expired/Cancelled	(360,000)	0.033	0.00

Exercised	--	--	--

Outstanding, December 31, 2000		840,000	$	0.10	$	0.030

Exercisable, December 31, 2000		210,000	$	0.10	$	0.030



The options to employees, directors and officers that are vested at December 31,
2000 are summarized as follows:

Outstanding	Weighted	Exercisable

Number	Weighted	Average	Number	Weighted

Outstanding	Average	Remaining	Exercisable	Average

at	Exercise	Contractual	at	Exercise

Exercise Price	12/31/00	Price	Life	12/31/00	Price



Range $0.10	840,000	$0.10		7 years	210,000	$0.10



840,000		$0.10				210,000		$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
was 1% based upon the historical price per share of shares sold.  There are no
expected dividends.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

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:

From Inception

For the Twelve	on May 7, 1999

Period Ended	Through

December 31,	December 31,

2000	 1999

Reported net loss	$	(725,004)	$	(413,230)

Cost of compensation	(13,000)	--

Proforma net loss	$	(738,004)	$	(413,230)

Proforma loss per share, basic and diluted	$	(0.036)	$	(0.044)



During the year, 1,010,000 four year incentive options exercisable at $0.035 per
share were canceled with the consent of the optionees in consideration of the
Company replacing them with 1,010,000 10 year incentive options exercisable at
$0.10 per share.  An additional 480,000 10 year incentive options exercisable at
$0.10 per share and 200,000 5 year incentive options exercisable at $0.50 per share
were also issued.  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

December 31, 2000 and 1999

(Restated Note 7)

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 twelve months ending December 31,
2000 are presented below:

Weighted	Weighted

Average	Average

Exercise	Grant Date

Options	Price	Fair Value



Outstanding, May 7, 1999 (inception)	--	$	--	$	--

Granted	670,000		0.033		0.00

Expired/Cancelled	(20,000)	0.033	0.00

Outstanding, December 31, 1999	650,000	$	0.033	$	0.00

Granted	850,000		0.194		0.029

Expired/Cancelled	(650,000)	0.033	0.00

Exercised	--	--	--

Outstanding, December 31, 2000		850,000	$	0.19	$	0.029

Exercisable, December 31, 2000		212,500	$	0.19	$	0.029

The options to consultants that are vested at December 31, 2000 are summarized
as follows:

Outstanding	Weighted	Exercisable

Number	Weighted	Average	Number	Weighted

Outstanding	Average	Remaining	Exercisable	Average

at	Exercise	Contractual	at	Exercise

Exercise Price	12/31/00	Price	Life	12/31/00	Price



Range $0.10		650,000		$0.10		7 years		162,500		$0.10

Range $0.50	200,000	$0.50		4 years	50,000	$0.50



850,000		$0.19				212,500		$0.19



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

During the year, 850,000 (1999 ­ nil) options were granted which vest 1⁄4 every year
beginning on the date of grant.  Compensation expense of $147,000 (1999 ­ $nil)
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 twelve months ended December 31, 2000 the Company expensed
$160,000 as management fees and showed the amount as services contributed to
the Company on the Consolidated Statement of Stockholders' Equity.  The balance of
the management fees of $26,663 for the twelve months ended December 31, 2000
was paid to outside parties.

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.  As at year end, the shares have not been
issued from treasury. The transaction was approved by the directors December 29,
2000 to be effective December 31, 2000.  The transaction closed subsequent to the
year end.

NOTE 6 ­ STATEMENT OF CASH FLOWS

CASH PAID FOR:

From Inception	From inception

For the Twelve	on May 7, 1999	on May 7, 1999

Period Ended	Through 	through

December 31,	December 31,	December 31,

2000	 1999	2000



Interest	$	--	$	--	$	--

Income taxes	$	--	$	--	$	--

NON-CASH INVESTING ACTIVITIES

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

NON-CASH FINANCING ACTIVITIES

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

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

Services contributed by officers of the Company	$	160,000	$	94,000	$	254,000

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(Formerly The Americas Mining Corporation)

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2000 and 1999

(Restated Note 7)

NOTE 7 ­ CORRECTION OF AN ERROR

The marketable securities were incorrectly written down to below their fair market
value at December 31, 2000 due to a decline in the market value that occurred
subsequent to year end. These amounts have been corrected to reflect the fair
market value at December 31, 2000.

This change resulted in an increase (decrease) to the following:

Net loss	$	(478,125)

Net loss per share	$	(0.024)

Marketable securities	$	478,125