**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

****

**FORM 10-KSB/A**

**[X]		ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE 						SECURITIES EXCHANGE ACT of 1934**

****

**For the fiscal year ended December 31, 2000Commission file number 0-30685**

**CARMINA TECHNOLOGIES INC.**

****(Name of small business Company in its charter)

****

**UTAH**							**870305395**

****(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

****

**810, 540 5th Avenue S.W., Calgary Alberta, Canada	T2P 0M2**

****(Address of principal executive offices)				(Zip code)

****

****Company's telephone number **(403) 269-5369**

****

****Securities registered under Section 12(b) of the Exchange Act:

****

****Title of each class					Name of each exchange on which registered

**None**

****

****Securities registered under Section  12(g) of the Exchange Act:

**Common Stock, no par value**

****(Title of class)

****	Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.  [X] Yes  [  ] No

****

****Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-B is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-K.
___X___

****

****State registrant's revenues for its most recent fiscal year.	 $0.00.

****

****<R>  Of the 21,502,300 shares of Common Stock of the registrant issued and outstanding as of April 10, 2001,
2,309,425 shares are held by non-affiliates.  The aggregate market value of the Common Stock held by non-affiliates of the registrant as of April 10, 2001, is $1,724,478 based on the value of the most recent private
placement.  No public market currently exists for the shares.  </R>

****

****DOCUMENTS INCORPORATED BY REFERENCE

****The Company's 2001 Proxy Statement and Information Circular for the 2001 Annual Meeting of Shareholders,
which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2000
pursuant to Regulation 14A under the Securities Exchange Act of 1934, is incorporated by reference into Part
III hereof.

****

**TABLE OF CONTENTS**

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**PART I**

**Page**

****ITEM 1.	DESCRIPTION OF BUSINESS		3

****ITEM 2.	DESCRIPTION OF PROPERTIES		9

****ITEM 3.	LEGAL PROCEEDINGS		9

****ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		9

****

**PART II**

****

****ITEM 5.	MARKET FOR THE REGISTRANT'S COMMON EQUITY 		10

****AND RELATED STOCKHOLDER MATTERS

****ITEM 6.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF 		10

****	OPERATIONS

****ITEM 7.	FINANCIAL STATEMENTS		11

****ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 		11

****	ACCOUNTING AND FINANCIAL DISCLOSURE

****

**PART III**

****

****ITEM 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTER 		11

****	AND CONTROL PERSONS; COMPLIANCE WITH

****	SECTION 16(a) OF THE EXCHANGE ACT

****ITEM 10.	EXECUTIVE COMPENSATION		11

****ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 		11

****	AND MANAGEMENT

****ITEM 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		11

****ITEM 13.	EXHIBITS AND REPORTS ON FORM 8-K		12

****

****The Registrant will furnish a copy of any exhibit filed as part of this report to any shareholder of record upon receipt of a
written request from such person and payment of the Registrant's reasonable expenses for furnishing such exhibit.  Requests
should be made to the Secretary of the Registrant at the address set forth on the cover page of this report.

****

****REPORTING CURRENCY AND FINANCIAL INFORMATION

****All amounts in this Report are expressed in United States dollars, unless otherwise indicated.

****

****Financial information is presented in accordance with accounting principals generally accepted in the United States.

****

****SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

****Certain statements in this Form 10-KSB constitute "forward ­looking  statements" within the meaning of *The Private
Securities Litigation Reform Act of 1995* (the "Reform Act").  Such forward-looking statements involve known and unknown
risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to
be materially different from any future results, performance, or achievements expressly stated or implied by such forward-looking statements.  Such factors include, among others, the following: force majeure events, competition, financial and
commercial viability, lack of patents, licenses, franchises and concessions, and uncertain demand for Company's products.
(See "Item 1. Risk Factors".)

****

****

********

Part I

**Item 1.   Description of Business.**

***Business Development***

******The Company was incorporated under the laws of the State of Utah on March 5, 1973, as Investors
Equity Inc.  On or about February 24, 1984, the Company effectuated a 1 for 4 reverse split of its common
stock.  On or about October 15, 1991, the Company effectuated a 1 for 5 reverse split of its common stock,
and changed its name to "The Americas Mining Corporation".  On January 24, 2000, pursuant to resolution
of the Board of Directors and subsequent action by the shareholders acting by written consent of more than
a majority of the Company's outstanding shares (under Section 16-10a-704 of the Utah Revised Business
Corporation Act) , the Company changed its name to "Carmina Technologies Inc." and increased its
authorized capital to 50,000,000 shares (consisting of 10,000,000 preferred shares and 40,000,000 common
shares).  The Board also authorized and directed organization of a subsidiary corporation under Utah law,
and transfer of certain mineral properties to that subsidiary with the intent that the shares of the subsidiary
would be distributed to the Company's shareholders pro rata as a partial liquidating dividend, provided the
Company received a satisfactory legal opinion that it could legally do so.

Present management of the Company are not aware of what business activities the Company might
have been engaged in during the interim following its incorporation and through the early 1980's.  In the
early 1980's, the Company evaluated several properties, acquired at least three natural resource properties
(principally mineral properties located in Canada and Oregon), and paid to have exploration work done on
them.

During its 1999 fiscal year management determined that due to several years of depressed mineral
prices and adverse developments in the mining industry in the U.S., it would focus on a different kind of
business.  Upon finding the opportunity to develop and market the product discussed herein, management
determined to transfer all of Company's mineral property interests to a wholly owned subsidiary and to issue
the subsidiary's shares to its shareholders in the form of a dividend, all in contemplation of furthering the
new business opportunity while retaining the value of the mining properties for the benefit of its
shareholders.  That distribution was completed on February 8, 2000, and the Company has not retained any
interest in the mineral property subsidiary.  The Company then acquired Rhonda Networks Inc. (recently
renamed Carmina Canada Inc. and sometimes referred to hereafter as "CCI").  The acquisition of CCI was
made through a stock for stock purchase exchange, thereby making CCI a wholly owned subsidiary of
Company.

The original subscription for CCI shares were for 6,000,000 CCI shares for $600,000 Canadian
accompanied by warrants for an additional 2,000,000 shares exercisable at @0.20 per share Canadian.  The
acquisition price was determined mainly from the subscription amounts paid in the form of cash and services
into CCI by its shareholders.  All of the warrants were exercised prior to the Agreement of Exchange taking
affect.  Under the Agreement of Exchange, Carmina agreed to issue 16,000,000 shares at a deemed value of
$0.05 per share on the basis of 2 shares of Carmina for each share of CCI submitted.  100% of the CCI
shares were submitted for exchange.  The assets of CCI at the time of acquisition were valued by the
directors at $1,200,000 Canadian ($800,000 US) comprising the $1,000,000 Canadian from subscriptions
together with the technological knowledge and expertise contributed by Stephen Kohalmi, Director of
Technology, and valued at $200,000 Canadian.  At the time of acquisition the only affiliation between the
parties was through Mr. John M. Alston who was the President and a director of both Carmina and CCI.
See "Agreement of Exchange" at Exhibit 2.

In February 2000, the Company entered into consulting agreements with Falter Engineering and
Clearline Services related to the development of the GC2000.  In connection with these agreements non-qualified stock options for 200,000 shares were granted to each of Brian Falter and Cedric Puddy
respectively entitling each to purchase up to a total of 50,000 shares of the Company's restricted Common
Stock annually, which options are exercisable at a price of $0.10 per share.  The stock options vest annually
commencing February 28, 2000 providing the relevant consulting agreement continues in force and expire as
to 25% on February 28 in each of 2004, 2006, 2008, and 2010.  See Part I Item 1. "Description of Business
­ (b) Business of Registrant ­ Employees and Consultants."

In March 2000 the Company entered into a consulting agreement with Robert Coffey to provide
financial consulting and business advisory services.  For such services, the Company granted non-qualified
stock options for 200,000 shares entitling Mr. Coffey to purchases 50,000 shares of the Company's
restricted Common Stock annually which options are exercisable at a price of $0.50 per share.  The stock
options vest annually commencing March 15, 2000 and expire March 15, 2005.  See Part I Item 1.
"Description of Business ­ (b) Business of Registrant ­ Employees and Consultants."

In November 2000, the Company entered into discussions with the principals of TravelActive.com
Marketing Inc., a private Canadian application service provider (ASP) connecting travel agents with
prospective travelers identified through "hits" on TravelActive's website advertising travel opportunities and
vacation packages.  The discussions centered on Carmina investing in TravelActive and contributing
technology and management to support TravelActive's business plan.  By December 31, 2000, $25,000 had
been advanced to TravelActive to assist in developing their business plan.  See Part II Item 6.
"Management's Plan of Operation".

<R>  In December 2000, the Company sold 1,000,000 units, each unit consisting of one share of its
Common Stock and one 2 year warrant to purchase an additional share exercisable at $1.00 per share, to
Rhonda Corporation, which is the controlling shareholder of the Company, as full and final payment for
225,000 shares of Power Kiosks, Inc. valued at $590,625 or $2.625 per share, the closing market price
December 29, 2000, and a loan  in the amount of $34,375 advanced by Rhonda Corporation to Carmina.
The units were valued at $625,000, the fair value of the asset received.  For such offering, the Company
relied upon the Regulation S Exemption and no state exemption, as Rhonda Corporation is located in
Canada.  See Part III, Item 11. "Security Ownership of Certain Beneficial Owners and Management"; and
Part III, Item 12. "Certain Relationships and Related Transactions".  On March 7, 2001 the value of the
225,000 shares of Power Kiosks, Inc. declined to $112,500.  </R>

***Business of the Company.***

With the acquisition of CCI, Carmina embarked on an entirely new business endeavor.  At the time,
Carmina had no products or services available and was dependent upon obtaining additional financing for the
ongoing and future development of such products and services.  With the acquisition of CCI, Carmina
commenced carrying on the development of communication/computing appliances based on CCI's
GateCommander 2000 (GC2000), a Linux (operating system) based general purpose industrial
communications/computing appliance.  Appliances under direct development within CCI include the
GC2000 Scout firewall probe and monitor and specialized applications of the GC2000 targeted for ASP
(Application Service Provider) based ventures that CCI expects to acquire or partner with.  The GC2000
communication/computing appliances, together with a suite of remote services that customers may opt for to
provide more effective use of the appliances, will be the initial principal products and services of the
Company.  The GC2000 itself will be marketed actively to other companies that have the need for a
hardware platform like the GC2000 for their products and services where there is no competitive threat to
CCI.

The technology platform of the GC2000 based products consists of equipment, software and
communications services integrated into a robust packaged product requiring minimal configuration and
customization when installed in its base form.  Once installed, the GC2000 is strategically designed to be
expanded to serve additional customer needs through optional pre-packaged components or through remote
services which will be provided by a central control and monitoring center.

The equipment components/peripheral equipment of the GC2000 include communications devices,
modems and hubs that connect to the external network providers (telephone, wireless, satellite and Internet
providers) and to the client internal network. The connection from the GC2000 will normally be an Ethernet
connection to the external network supplier supporting Transmission Control Protocol/Internet Protocol
(TCP/IP). The GC2000 is based on a personal computer (PC) architecture with a Linux operating system
and commonly available network tools supplemented by proprietary software and services to be provided by
CCI.  The GC2000 differentiates itself from standard PC units through its industrial quality, adaptability to a
range of environments, compact size, low power requirements and heat generation which does not require
fans or heat sinks.

***Distribution Methods***

**	The Company recently completed the first prototype of the GC2000 Scout firewall probe and monitor
and is currently holding discussions with potential resellers for this product.

The GC2000 Scout has been designed to provide network, system and firewall monitoring capabilities
for users with no need for Information Technology (IT) specialists. Management intends to focus on establishing
partners in potential resellers, systems integrators and retailers, to rapidly establish a recognized presence around
the world.  The Company also plans to contract with an established distribution company to serve as a source
of warehousing and banking for such initial tier selling partners.

Additionally, upon establishing business and consumer references, the Company plans to submit the
GC2000 technology to popular industry product reviewers with the expectation of earning and winning product
awards based on design and performance features.  In the event the GC2000 becomes commercially successful,
then the Company plans to distribute product and services as, or through, a full-service Application Service
Provider (ASP) for clients who would prefer to rent, rather than buy, the GC2000 and other new products and
services.

The Company maintains an Internet web site (www.carminatech.com), launched February 29, 2000
which contains information on the Company's products under development.

***Competitive Business Conditions***

****Management believes the pre-installation, pre-configuration and integration of the components into an
industrial quality comprehensive package supplemented with proprietary software and methods will provide the
competitive value of the GC2000 appliances.  The units are designed to be rugged and compact with low power
consumption.  No fans or heat sinks are required for cooling since heat generation is not a factor.

Current major competitors include several companies providing components or integrated components
at approximately twice the offering retail price projected for GC2000, as well as at least one company that
provides product at roughly the equivalent planned retail price.  While the projected offering price of the
GC2000 units will be dependant upon the different features required by the consumer, it is anticipated the price
range will be between $750 for the basic unit up to approximately $4,500 for the advanced unit utilizing all of
the features available.

There are no patents, licenses, franchises or concessions.  Trademark status has been applied for the
name GateCommander.  With regard to patents, the only part of the GC2000 that is proprietary is the software
that links the different applications together, and the Company intends to apply for such patents, copyrights and
licenses as deemed advisable.  Carmina believes that it will have a competitive margin over other companies by
being among the first to get its product to market.  Similarly, the ASP (applications) feature is a separate
component which will utilize the GC2000 as the security device when users access the applications.  While the
Company intends to offer services to manage and monitor the applications in the GC2000, it will not be able to
isolate itself from competitors in this regard, but expects to differentiate itself from competitors through well-managed marketing campaigns.

There is no reasonable way to predict the competitive position of the Company in these endeavors;
however, Carmina, having virtually no assets or cash reserves, will no doubt be at a competitive disadvantage
in competing with entities that are already publicly traded, have significant cash resources and have operating
histories when compared with the complete lack of any substantive operations by the Company.

The GC2000 may incorporate and/or integrate components and software from numerous principal
suppliers, including Multi-Tech Systems, Pelco, Sony, Intel, X10.com, Inc., as well as from the public domain.
Major components may include: VOIP, surveillance cameras, Linux operating system, motherboard and Central
Processing Unit (CPU), and home control modules provided by various suppliers.  Since the product is in
development stage, there are no major customers at present.

*Contracts*

There are no patents, licenses, franchises or concessions.  Trademark status has been applied for the name
GateCommander.	No government approval is needed for the Company's major products and services aside
from the normal appliance safety approvals.  Since the products are assembled from previously approved
components, licensing is not a factor.

The Company does not believe that existing or probable governmental regulations will affect its
business, nor is it aware of any environmental laws that apply.



***Research and Development***

Research and development activity expenditures in the last two fiscal years amounted to $60,819.
(See Exhibit 1, "Consolidated Financial Statements for December 31, 2000".) Also, consulting fees noted in
the financial statements should be attributable to research and development.  The cash requirements of the
Company for the final design and development of the GC2000 and ASP development are estimated to
approximate $250,000.  Part I Item 1 "Need for Outside Financing" below.

***Employees and Consultants***

There are currently five employees, four of whom are senior management and directors.  Research,
development and marketing are currently being outsourced to consultants as will future production of the
Company's products.  No management agreements have been signed with senior management as the
substantial equity holdings and stock options of management are felt to provide sufficient incentives to retain
and motivate them.

***Risk Factors***

The discussion throughout this annual report contains certain forward-looking statements  which
involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any future results,
performances or achievements expressed or implied by such forward looking statements. The risks that are
known to apply or are reasonably likely to apply to the Company and its business are as follows:



*Auditors' Statement as to a "Going Concern"*.  The Auditors' certificate states the Company's
consolidated financial statements were 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.  Since the certificate's statement also reflects the Company's significant lack of assets and
revenues, it is evident that the financial condition of the Company has been, and is, dependent upon the
shareholders for operating capital, and that absent additional financing arrangements, the company may
never achieve its goal of bringing a product to market and becoming a viable company.

*Extremely Limited Assets; No Source of Revenue*. The Company has virtually no assets and has had
no revenue in either of its two most recent fiscal years or to the date hereof.  Nor will the Company receive
any revenues until it completes development of its principal product and begins sales of that product to the
public.  The Company can provide no assurance that sales of the product will produce any material revenues
for the Company or its stockholders or that any such business will operate on a profitable basis.

*Need for Outside Financing; Business and Product Development*.  As already noted, additional
capital will be required to meet the business development requirements of the Company including final
design and development of the GC2000 and ASP development.  Assuming that design and development
financing needs are met, the Company still will have to budget for continued research and development of
new, as well as its original, products in order to maintain technological competitiveness.  While the Company
will seek to raise the needed funds through either private placements or a secondary offering, there is no
assurance that the required financing can be obtained on terms favorable to the existing shareholders, or that
financing can be obtained at all.  Absent such additional financing, the successful operation of the Company,
as well as development of its products,  will not be viable.

*Uncertain Demand for Company's Products*.  While the Company believes that its products, which
assist in providing security for customers' Internet connections, will have a substantial market, this may not
be the case should superior products be developed by competitors.

*Increasing Competition*.  Because of the nature of the Internet industry and the lack of barriers
preventing competitors from entering the market, competition will be intense among competing Internet
gateway systems.

*Lack of Patent Protection*.  Since the Company does not now have patent protection on any of its
planned products or services, other companies may enter the market with competing products and services.
While Company believes it's GC2000 product initially will contain greater capabilities and be more adaptable
to other applications, there currently is nothing to prohibit competitors from developing in the future similar
products with at least equal, if not better, abilities and adaptabilities.  The  Company will seek to obtain
appropriate patents on patentable intellectual property it develops in the future.  Should the Company fail to
obtain such patents its ability to be competitive in the marketplace will be adversely affected.

*Uncertainty as to Future Profitability*.  There is no assurance that the Company will be able to sell
its products and services at a profit, given the competitive nature of the business sector in which it is
involved.

*Quality of Marketing and Service*.  Should the Company not provide the quality of marketing and
service it proposes to provide, the Company's business will lack the competitiveness required to allow the
company to be viable.

*Ability to Hire and Retain Qualified Personnel*.  Due to the high demand for personnel trained in
the Internet field and the competitive nature of the hiring of these personnel the Company may not have the
ability to hire and retain sufficient qualified personnel to meet the demands of the company, preventing the
company from getting its products to the market in a timely manner resulting in a negative impact on cash
flows and revenues.

*Lack of Minority Shareholder Voting Control*.  Due to their ownership of a majority of the shares
of the Company's outstanding common stock, Mr. John M. Alston and a small number of other major
shareholders have total voting control of the Company including the ability to elect all of the Company's
directors, who in turn elect all executive officers, without regard to the votes of other stockholders.

*No Market for Common Stock*. There has been no "established public market" for the Company's
common stock in the last five years. (*See* Caption, "Risks of Penny Stocks" below.)Although the Company
intends to submit for listing of its common stock on the Bulletin Board of the National Association of
Securities Dealers, Inc. (the "NASD"), there is currently no market for such shares; there can be no
assurance that such a market will ever develop or be maintained.  Any market price for shares of common
stock of the Company is likely to be very volatile, and numerous factors beyond the control of the Company
may have a significant effect. In addition, the stock markets generally have experienced, and continue to
experience, extreme price and volume fluctuations which have affected the market price of many small
capital companies and which have often been unrelated to the operating performance of these companies.
These broad market fluctuations, as well as general economic and political conditions, may adversely affect
the market price of the Company's common stock in any market that may develop.

*Risks of "Penny Stock".*  The Company's common stock may be deemed to be "penny stock" as that
term is defined in Reg. Section 240.3a5l-l of the Securities and Exchange Commission.  Penny stocks are
stocks:  (I) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national
exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed
stocks must still meet requirement (I) above); or (iv) in Companys with net tangible assets less than
$2,000,000 (if the Company has been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of less than $6,000,000 for the last
three years.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg. Section 240.15g-2 of
the Securities and Exchange Commission require broker-dealers dealing in penny stocks to provide potential
investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny stock for the investor's account.
Potential investors in the Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."

Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions
in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to
(I) obtain from the investor information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks
are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably
capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives. Compliance with these
requirements may make it more difficult for investors in the Company's common stock to resell their shares
to third parties or to otherwise dispose of them.

*Possible Future Compensation Arrangements*.  If the Company is successful in developing and
marketing its products and services, it may be necessary, in order to retain qualified management and
directors, to enter into arrangements and agreements which will allow officers and directors to participate in
retirement, deferred compensation and other financial plans, although such arrangements and agreements are
not determined at this time.

***Item 2.  Description of Property***

captions "Principal Products and Services" and  "Distribution Methods"Contact has been made with
two Canadian financial groups who have expressed interest in raising the required capital through a
secondary equity offering in the United States.However,At the present time, the Company has no real or
personal property.  The offices, located at 810, 540 5th Avenue SW, in the city of Calgary in the province of
Alberta, Canada, from which it operates are paid for and maintained, under a written cost-sharing agreement
(see "Certain Relationships and Related Transactions section), by Rhonda Corporation (prior to June 23,
2000, named Rhonda Mining Corporation), a Canadian corporation which is a major shareholder of the
Company.  The space meets the current and foreseeable management requirements of the Company.

**Item 3.  Legal Proceedings.**

There are currently no pending legal proceedings to which the Company or its subsidiary is a party.
No material legal proceedings involving the Company are pending, or, to the knowledge of the Company,
contemplated, by any governmental authority.

**Item 4.  Submission of Matter to a Vote of Security Holders.**

No matter was submitted to a vote of the Company's shareholders, through the solicitation of
proxies of otherwise from the Company's inception to the close of the 2000 fiscal year ended December 31,
2000, covered by this report.

**Executive Officers of the Registrant**

****The executive officers of the Company are listed below.

|Name            | Age | Position with the Company and business experience
within the last five years                                                                                                                                                                                      
|--------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|John M. Alston  | 73  | Chairman, President and Chief Executive Officer of the
Company since February 2000; President of the Company
since May 1999 to February 2000; prior thereto Chairman
and Chief Executive Officer of Rhonda Mining
Corporation                                     
|Glen R. Alston  | 44  | Treasurer and Chief Financial Officer of the Company
since February 2000; President, Secretary Treasurer and
Chief Operating Officer of Rhonda Corporation;
November 1998 to present; Corporate Secretary Rhonda
Mining Corporation October 1995 to November 1998.
|Robert d'Artois | 55  | Vice President of the Company since February 2000; prior
thereto self employed marketing consultant.                                                                                                                                                              
|Stephen Kohalmi | 47  | Director of Technology of the Company since May 1999;
prior thereto self employed technology consultant.                                                                                                                                                          

****

****

**Part II**

**Item 5.  Market for Common Equity and Related Stockholder Matters**

(a)	Market Information:



There is no public trading market for the Company's common stock.

As of April 10, 2001, there are warrants outstanding to purchase 1,000,000 shares of common stock  and
options outstanding to purchase 2,090,000 shares of common stock of which 945,000 are currently
exercisable.

As of April 10, 2001, there are 1,049,283 shares outstanding that could be sold pursuant to Rule 144 under
the Securities Act.  The registrant had not agreed to register any shares under the Securities Act for sale by
securities holders and no common equity is being, or proposed to be, publicly offered by the Company.

(b)	As of April 10, 2001, the Company had approximately 400 shareholders of record of its 21,502,300
outstanding shares of Common Stock.

(c)	The Company has never paid or declared any dividends on its common stock and does not
anticipate paying cash dividends in the foreseeable future.

**Item 6.  Management's Plan of Operation**

****During 2001 the Company plans to continue with the development of its GC2000 general purpose industrial
appliances and customized appliances based on the GC2000 platform such as the GC2000 Scout, a firewall
monitoring appliance which management feels has exceptional potential as the key component for an
application service provider.  The GC2000 is in the final stage of prototype testing.  A limited test run of 15
units will be undertaken once testing is completed.  At that time technical writing for manuals is scheduled to
be finished.

The GC2000 Scout which has been the focus of our most recent research efforts will also be ready for beta-testing shortly after the GC2000 testing is completed.  From inquiries already received, management is
confident that the design features of the GC2000 appliances will receive acceptance in the market.

With the downturn in the High Tech sector of the economy and stock market valuations it is clear to
management that financing for an ambitious marketing program will be difficult to obtain and may not be
available at all during the next 12 months.  As a result a scaled down development program is planned which
will be augmented if and when financing becomes available.  The tentative minimum budget for the next 12
months is, in order of priority:

|1. | Development costs (manuals and testing)                                | $25,000 
|-- | ---------------------------------------------------------------------- | --------
|2. | Production of 15 GC2000 units

(including 5 GC2000 Scout units)        | $50,000 
|3. | Investment in ASP company

(supplying call center and central servers) | $250,000
|4. | Marketing

(through existing resellers)                                | $50,000 
|5. | Overhead                                                               | $125,000
|   |                                                                        | $500,000

All of these funds will have to be raised in the next twelve months.  Management anticipates that financing of
this budget can be arranged with existing shareholders and from the sale of marketable securities.

Upon additional funding becoming available, the development of additional specialty servers in the GC2000
series will be continued and markets researched for opportunities to supply specialty appliances based on the
GC2000 platform.  In the event that an opportunity arises, the setting up of an ASP business based on the
GC2000 will be explored.

The Company does not anticipate making any significant purchases of plant or equipment and does not
anticipate there will be any significant change is the number of employees during 2001.

The year 2001 is expected to be challenging.  So far the technical development of the GC2000 has
proceeded on course, however the Company's ability to market the appliances or to set up attendant service
business is dependent on additional financing which, in the current economic climate may not be available.
No forecast of commercial revenue is possible at this time.

**Item 7.  Financial Statements**See Exhibit (a) 1.

**Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure**

****<R>  On January 18, 2001 the Company's former accountants HJ & Associates, L.L.C. resigned at the request
of the Company and were replaced by BDO Dunwoody L.L.P.  There have been no disagreements with either
accountants regarding any matter of accounting principals or practices, financial statement disclosure, or auditing
scope or procedure.  The change in auditors was motivated by management's belief that having the same firm
audit the Company and all its related corporations would effect efficiencies and savings.  </R>

****Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act.

****The information about the directors of the Company required by this item is located in the Carmina Technologies
Inc. proxy statement to be filed within 120 days after the end of the fiscal year.  Information about the executive
officers of the Company required by this item appears in Part I of this Annual Report on Form 10-KSB.

****Item 10. Executive Compensation

****The information required by this item appears in the Carmina Technologies Inc. proxy statement to be filed
within 120 days after the end of the fiscal year.

**Item 11.  Security Ownership of Certain Beneficial Owners and Management**

****The information required by this item appears in the Carmina Technologies Inc. proxy statement to be filed
within 120 days after the end of the fiscal year.

****Item 12 ­ Certain Relationships and Related Transactions

****The information required by this item appears in the Carmina Technologies Inc. proxy statement to be filed
within 120 days after the end of the fiscal year.

****Item 13 ­ Exhibits and Reports on Form 8-K

****

(a)	The following documents are filed as part of this Report:

1.	Financial Statements included in Part II, Item 7 Carmina Technologies Inc.

<R>  Reports of Independent Chartered Accountants

Restated Consolidated Balance Sheets as of December 31, 1999 and 2000

Restated Consolidated Statements of Operations for Years ended December 31, 1999 and 2000

Restated Consolidated Statements of Comprehensive Loss

Restated Consolidated Statements of Deficits as of December 31, 1999 and 2000

Restated Consolidated Statements of Cash Flows for Years ended December 31, 1999 and 2000

Notes To Restated Consolidated Financial Statements  </R>

2.	Exhibits required to be filed by Item 601 of Regulation S-B

Exhibits 21 and 24 are filed herewith.  All other exhibits are incorporated by reference as
indicated below.

Exhibit

No.	Exhibit Description

(2)	Agreement of Exchange (incorporated herein by reference to Exhibit 2 of the
report on Form 10-SB12G/A filed 23 March 2001, file No. 1.000-30685)



(3)(i)	Restated Articles of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3 of the report on Form 10-SB12G/A of file No. 1.000-30685.  (Note no By-Laws created)

10(ii)(A)	Management Stock Option Agreement and Stock Option Plan (incorporated
herein by reference to Exhibit 2 of the report on Form 10-SB12G/A filed 13
February 2001, file No. 1.000-30685).

(16)		Letter on change in certifying accountant (incorporate herein by
reference to Exhibit 16 of the report on Form 8-K/A filed March 23, 2001)

(21)		Subsidiaries of the Registrant

(24)		Powers of Attorney of all the Directors authorizing Judith Stoeterau,
Corporate Secretary to sign 10-KSB on their behalf.

(99.1)		The accountants statement required by Rule 12b-25(c) (incorporated
herein by reference to Exhibit to Form 12b-25 filed 29 March 2001)

(b)	Reports on Form 8-K

There were none filed in the fourth quarter.  The Company filed a report on Form 8-K January 29,
2001 related to change in certifying accountant.  The Company filed a report on Form 8-KA on
March 23, 2001 related to change in certifying accountant.

****

**SIGNATURES**

****Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

**CARMINA TECHNOLOGIES INC.**

****By:	/s/ John M. Alston

John M. Alston, Chairman, President,

Chief Executive Officer and Director



Date:	May 10, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant in the capacity and on the date indicated.

|**Signature**                                                 | **Title**                                                                     | **Date**            
|------------------------------------------------------------- | ----------------------------------------------------------------------------- | --------------------
|****/s/ John M. Alston                       

John M. Alston | ****Chairman, President, Chief
Executive Officer and Director                 | ****May 10, 2001****
|****/s/ Glen R. Alston

Glen R. Alston                        | Treasurer, Chief Financial Officer,
Principal Accounting Officer and
Director | ****May 10, 2001    
|/s/ Robert d'Artois

Robert d'Artois                          | Vice President and Director                                                   | ****May 10, 2001    
|/s/ Stephen Kohalmi

Stephen Kohalmi                          | Director of Technology and
Director                                           | ****May 10, 2001    

***** John M. Alston

* Glen R. Alston

* Robert d'Artois

* Bernard Benning

* Richard Day						* A majority of the Board of Directors

* Stephen Kohalmi

* Thomas W. Whittingham



By  /s/ Judith Stoeterau

Judith Stoeterau, Attorney-in-fact				May 10, 2001



1. ******************************************A Report of Certified Public Accountants is attached
hereto and by
this reference incorporated herein.  Also attached is an Index to Financial
Statements and such audited statements as are required********following exhibits****1Consolidated Financial Statements   [Jones, Jensen]**