****

****

****

****

****

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

****

**FORM 10-KSB**

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

****

**For the fiscal year ended December 31, 2001								Commission 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.

****

****Of the 21,917,300 shares of Common Stock of the registrant issued and outstanding as of
March 20, 2002, 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 March 20, 2002, is $1,501,126
based on the value of the most recent trade on the OTC BB.  The shares are quoted on the
OTCBB under the symbol CARL.

****

**Carmina Technologies Inc.**

**2001 Annual Report**

This document includes:

1. President's Message to the Shareholders                                            
    2
2. Annual Report on Form 10-KSB                                                       
    3

1. Financial Statements (see Word Perfect Document)                           
    23
2. Independent Auditors' Reports                                                          
    25
3. Notes to Financial Statements                                                            
    33



PRESIDENT'S MESSAGE TO SHAREHOLDERS



To Our Shareholders:



As expected, the year 2001 challenged your management.  The ongoing turmoil in the
technology sector of the stock market effectively shut the door on financing through issuing
equity.  With the support of our major shareholder, Rhonda Corporation, and careful
allocation of our financial resources we were, however, able to move our business forward.

Following management's decision, taken early in the year, to seek opportunities in the
application service provider (ASP) sector, our search had, by mid summer, identified a target
business which we felt had significant potential for growth and, importantly, would provide an
excellent fit for communications/ computing appliances based on the GateCommander
2000, a Linux (operating system) based general purpose industrial appliance which has
been the focus of our development program since 1999.

In early September 2001 we signed a joint venture, financing and management agreement with
the owners of Libaric Technologies Inc., in which the target business had been developed to
that time.  We feel this arrangement will give us a head start in the service performance
monitoring sector with a hybrid ASP strategy integrating traditional and ASP business
aspects.  Our initial financial commitments to the venture has been completed and we have
been issued 400,000 shares in Assured Performance Monitoring Inc. (APM) (www.apm-services.com resulting in APM becoming a wholly owned subsidiary.  Once Libaric has
fulfilled its undertakings pursuant to the terms of the agreement 600,000 shares in APM will
be issuable to them.  If the business develops for APM as expected we anticipate increasing
our investment and equity interests.  The near disaster of an incorrectly serviced
transAtlantic charter flight which was forced to make a dead stick landing in the Azores, and
the water contamination tragedy that occurred in Walkerton, Ontario have focused the
attention of the public on the need for monitoring and accurate reporting of critical service
procedures.

It is too soon to forecast the outcome of our investment in this traditional business with an ASP
aspect but management is confident that our performance monitoring technology will find a
ready market.

Please review carefully the Form 10-KSB provided herewith and stay in touch by visiting our
website www.carminatech.com

In accordance with the Utah revised Business Corporation Act we hereby notify you that on
March 20, 2002, signed consents having been received from holders of outstanding shares
having more than the minimum number of votes that would be necessary to authorize or
take action at a meeting at which shares entitled to vote thereon were present and voted, the
shareholders of the Company passed a resolution ratifying the appointment of BDO
Dunwoody LLP as independent auditors of the Company.

Sincerely yours,

*/s/  John M. Alston*

John M. Alston

Chairman, President and Chief Executive Officer					April
16, 2002











TABLE OF CONTENTS

|PART I                                                      | Page
|----------------------------------------------------------- | ----
|ITEM 1. DESCRIPTION OF
      BUSINESS                       | 5   
|ITEM 2. DESCRIPTION OF
PROPERTIES                           | 12  
|ITEM 3. LEGAL
PROCEEDINGS                                   | 12  
|ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS | 12  
|                                                           
|                                                           
|PART II                                                    
|                                                           
|                                                           
|ITEM 5. MARKET FOR THE
REGISTRANT'S COMMON EQUITY           | 12  
|AND RELATED STOCKHOLDER MATTERS                            
|ITEM 6. MANAGEMENT'S DISCUSSION
AND ANALYSIS OR PLAN OF     | 13  
|OPERATIONS                                                 
|ITEM 7. FINANCIAL
STATEMENTS                                | 14  
|ITEM 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON    | 14  
|ACCOUNTING AND FINANCIAL
DISCLOSURE                        
|PART III                                                   
|                                                           
|                                                           
|ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTER             | 14  
|AND CONTROL PERSONS; COMPLIANCE
WITH                       
|SECTION 16(a) OF THE EXCHANGE
ACT                          
|ITEM 10. EXECUTIVE
COMPENSATION                             | 15  
|ITEM 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS    | 16  
|AND MANAGEMENT                                             
|ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS     | 17  
|ITEM 13. EXHIBITS AND REPORTS ON
FORM 8-K                   | 17  



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.  The Company changed its name to "Carmina Technologies
Inc." on January 24, 2000.

During 1999, management determined to focus on developing and marketing the
products and services discussed herein, transfered all of the Company's mineral property
interests to a wholly owned subsidiary and authorized distribution of all the subsidiary's
shares to the Company's shareholders.  On February 8, 2000 the Company 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.

CCI was incorporated on May 7, 1999 under the laws of the Province of Alberta,
Canada.  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 $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, 2001, $213,461 had been
advanced to TravelActive to assist in developing their business plan.   The equity interest
that the Company will receive for this investment is under negotiation.  The financial position
of TravelActive will be taken into account in pricing the equity interest the Company will
receive.  See Part II Item 6. "Management's Plan of Operation".

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 15, 2002 the value of the 225,000 shares of Power Kiosks, Inc. declined to
$31,500.

In September 2001, the Company signed a joint venture, financing and management
agreement with Libaric Inspection Technologies Inc. (Libaric), Assured Performance
Monitoring Inc. (APM) and Barrie Richardson (Richardson) to document and govern the
incorporation of the new company, APM, the contribution of assets to it and the financing
and management of it.  Pursuant to the agreement Libaric agreed to contribute the
intellectual property and other assets related to Libaric's business of service performance
monitoring to APM, which will carry on the business previously carried on by Libaric.
Richardson agreed to join the management of APM and the Company agreed to contribute
equity financing totaling $200,885 by March 31, 2002 and to contribute the services of
Stephen Kohalmi as Director of Technologies and CEO of APM with responsibility of
company start up, set up and on-going direction of infrastructure and the technology and,
subject to the Board of Directors of APM, exerting control over strategy and financial
decisions.  The interests in APM of Libaric and Carmina in consideration of their initial
contributions shall be 600,000 shares and 400,000 shares respectively.  By December 31,
2001 Carmina had contributed $87,288 and been issued 125,000 shares of APM.  Carmina
made its final contribution on March 28, 2002 and has received its full 400,000 shares.  See
"Business of the Company- Provisions of Services" below.  The 600,000 shares reserved for
issuance to the principals of Libaric upon closing have not been issued pending the
fulfillment by Libaric of its undertakings pursuant to the terms of the agreement.

***Products***

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 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. During 2001,
the Company completed the first prototype of the GC2000 Scout firewall probe and monitor
designed to provide network, system and firewall monitoring capabilities for users with no
need for Information Technology (IT) specialists.

***Distribution Methods***

The Company has completed a prototype of the GC2000 Scout firewall probe and
monitor.  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 establish partners in potential resellers, systems integrators and
retailers.  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/or
other new products and services.

***Services***

In response to the major change in markets that occurred early in 2001,
management decided to focus on building its ASP business.  To further this objective the
Company entered into an agreement with the owners of Libaric Technologies Ltd. to finance
the development of Libaric's pest control inspection and monitoring business and to pursue
opportunities in other fields in which their technology has application through a newly
incorporated company, Assured Performance Monitoring Inc. (APM), to be jointly owned by
Libaric's owners and the Company.  By funding a cumulative $87,288 the Company had
been issued 125,000 shares for a 100% interest in APM by December 31, 2001 and by
March 28, 2002 held 400,000 shares for a 100% interest at a cumulative cost of $200,885.
Accounting for APM as of December 31, 2001 is as a wholly owned subsidiary.  The
600,000 shares reserved for issuance to the principals of Libaric will be issuable to them
once Libaric has fulfilled its undertakings pursuant to the terms of the agreement.  APM has
developed the Assur Family of services which provide services centered on its proprietary
software applications for the planning/scheduling, execution, monitoring, proof of delivery
and reporting for services for which it is critical to monitor and confirm execution for financial,
liability or regulatory reasons.  The core intellectual property of APM is a suite of modules
and templates for the design, implementation, operation, communication, analysis reporting
and maintenance of a central server and hand-held field computers.

The base operating platform for the hand-held units is a Microsoft Windows
CE/PocketPC system while the server can be any system that is supported by the Sybase
database management product Sybase.  APM will use LINUX based servers for its
implementation of the central server in an ASP mode as it provides a superior cost-performance profile and is well suited to remote co-location and scaling up as the business
grows.

The Assur Family of services provide a computer guided system for field staff
including:

1. Project design and detailed specification of services
2. A service guide and "traveling" tutorial system
3. A portable Quality Assurance and compliance recorder
4. A service and Quality Performance report generator



APM Communications

The Assur family of services are delivered via hand held remote computers and
require a method for communication to the central servers.  APM is intended to
be a global service providing access through the most efficient and cost
effective communications access locally available.

The hand held units are tailored to the style of communications available.  All of
the access methods ultimately connect to the Internet where an encrypted
access is established with the central Assur servers.  Depending on the needs
and the local wireless or telephone services available the hand held units will be
equipped with one or more interfaces providing:

Agreements have been signed with three prospective clients which will undertake trials
of APM's technology. The equipment for the first of these has been shipped and the trial is
underway.  The prospective clients include established companies in the food processing
industry.  Upon successful completion of the introductory trials the Company plans to continue
with the roll out of other applications in the food processing industry and agencies responsible
for public health and safety.

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

***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
acquired 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.

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.



The ASP business being developed through APM will provide services customized for
clients.  Currently, trials have been launched for two prospective customers.  Success of this
business will depend on the Company's ability to meet customers' needs and expectations.
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.

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 three fiscal years amounted
to $104,716.  (See Exhibit 1, "Consolidated Financial Statements for December 31, 2001".) Also,
consulting fees noted in the financial statements should be attributable to research and
development.  The cash requirements of the Company for ASP development are estimated to
approximate $175,000.  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 that there
is substantial doubt abut the Company's ability to continue as a going concern.  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 or service 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 subsequently.  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 as staff or consultants 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.

*Market for Common Stock*. Prior to December 5, 2001 there was no "established public
market" for the Company's common stock. (*See* Caption, "Risks of Penny Stocks" below.)  Since
December 5, 2001 the Company's common stock has been quoted on the Bulletin Board of the
National Association of Securities Dealers, Inc. (the "OTCBB").  (See Item 5. Market for
Common Equity and Related Stockholder Matters).  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***

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 on otherwise, during the fourth quarter ended December 31, 2001 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  | 74  | 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  | 45  | 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 | 56  | Vice President of the Company since February
2000; prior thereto self employed marketing
consultant.                                                                                                                                                              
|Stephen Kohalmi | 48  | 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:



Prior to December 5, 2001, there was no public trading market for the Company's common
stock.  Since December 5, 2001 the Company's common stock has been quoted on the OTC
Bulletin Board.  During the period the stock was quoted the low bid was $0.3125 and the high
bid $0.75 as provided by the NASD.  These quotations reflect inter-dealer prices without retail
mark-up, mark-down or commission and may not reflect actual transactions.

As of March 20, 2002, there are warrants outstanding to purchase 1,000,000 shares of common
stock and options outstanding to purchase 1,725,000 shares of common stock of which 972,500
are currently exercisable.

As of March 20, 2002, 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 March 20, 2002, the Company had approximately 400 shareholders of record of its
21,917,300 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 2002 the Company plans to focus on rolling out applications of APM's technology
to industry and governmental regulatory bodies in the public health and safety field.  Industries
such as transport and food processing that are subject to regulatory reporting requirements will
be targeted.  Opportunities to incorporate customized appliances based on the GC2000
platform, developed in 2001, as a key component of APM's services will be developed.

With the downturn in the High Tech sector of the economy and stock market valuations
it is clear to management that an ambitious marketing program for the GC2000 appliance is not
warranted during the next 12 months.  As a result our resources will be focused on the
development of APM's ASP business.  The tentative minimum budget for the next 12 months is,
in order of priority:

|1. | Investment in APM(supplying call center, central servers and
marketing) | $175,000
|-- | ----------------------------------------------------------------------- | --------
|2. | Overhead                                                                | $225,000
|   |                                                                         | $400,000



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.  Should the required financing not be forthcoming the Company
would face liquidation.

Upon additional funding becoming available, the investment in APM will be increased to
accelerate the expansion of its ASP business and 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.

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 2002.

The year 2002 will be challenging.  The Company's ability to market it's GC2000 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**

****Not applicable.

**Part III**

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

The seven directors of the Company elected at the 2001 Annual Meeting are listed in the
following table.  Each will continue in office until a successor has been elected.

|Name and Principal Occupation or
Employment                                                                                                                            | Age | First
Became
a
Director
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -----------------------
|                                                                                                                                                                       |     |                        
|John M. Alston (3)President of the Company since 1999;
Chairman, President and CEO since 2000;
Chairman and CEO, Rhonda Corporation
since 1992                         | 74  | 1999                   
|Glen R. Alston (3)Treasurer and CFO of the Company since
2000; President and CFO, Rhonda
Corporation since 1998; prior to this
Corporate Secretary, Rhonda Corporation | 45  | 2000                   
|Robert d'ArtoisVice-President of the Company since 2000;
Marketing Consultant 1996-2000                                                                                | 56  | 2000                   
|Bernard Benning (4)VP Corporate Development, Bow Valley
College                                                                                                        | 64  | 2001                   
|Richard M. Day (4)Owner and Officer of American Registrar &
Transfer Co. since 1993,Secretary of the Company 1999-2001,                                                | 59  | 1999                   
|Stephen KohalmiDirector of Technology of the Company since
1999; Technology consultant 1996-1999,                                                                      | 48  | 1999                   
|Thomas W. Whittingham (4)Retired formerly Vice President,Westcoast Petroleum; Director Rhonda
Corporation,                                                             | 73  | 2001                   



(1)   Except as otherwise indicated, there has been no change in principal occupation or
employment during the past five years.

(2)	In no case was voting or investment power shared with others.

1. Glen R. Alston is the son of John M. Alston.
2. Member of Audit Committee

****

**Board of Directors' Affiliations**

The following affiliations exist between the Company directors.

Mr. Richard Day is the owner and Principal Officer of American Registrar &
Transfer Co. which is the Company's transfer agent.



****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 following table sets forth the annual and long-term compensation for the
Company's Chief Executive Officer.  No executive officers received total compensation
in excess of $100,000 during the Company's last three fiscal years (since inception):

Summary Compensation Table

|                                 |              |                     |          |                                    | Long-term Compensation       |                                       
|-------------------------------- | ------------ | ------------------- | -------- | ---------------------------------- | ---------------------------- | --------------------------------------
|                                 |              | Annual
Compensation | Awards   | Payouts                            |                             
|Name
and
Principal
Position      | Year         | Salary($)           | Bonus($) | Other
Annual
Compens-ation
($)
(1) | Restricted
Stock
Award(s)($) | Securities
Underlying
Options/SARs
(#)
|John
M.
Alston,President
and
CEO | 200120001999 | 000                 | 000      | 40,00040,00023,500                 | 000                          | 0160,0000                             



****1.	Foregone salary.  These amounts were not actually paid to the executive but were
considered contributed capital.

****

**Option/SAR Grants in Last Fiscal Year**

The following table sets forth certain information concerning options/SARs
granted during 2001 to the named executives:

|Individual Grants
|-----------------
|Name             
|John M.
Alston   

****

**Aggregated Options/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values**

The following table summarises options and SARs exercises during 2001 and
presents the value of unexercised options and SARs held by the named executives at
fiscal year-end:

|Name           | Shares
Acquired
on
Exercise
(#) | Value
Realised($) | Number of
Securities
Underlying
Unexercised
Options/SARs
at FiscalYear-End (#)
Exercisable (E)/
Unexercisable
(U) | Value of
Unexercised In-the-Money
Options/SARs
at FiscalYear-End ($)Exercisable (E)/Unexercisable
(U)
|-------------- | ------------------------------- | ----------------- | ----------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|John M.
Alston | 80,000                          | 42,000            | 0 E80,000 U                                                                                                       | 0 E52,000 U                                                                                          

****

**Directors Compensation**

****

****Directors receive no annual compensation and do not receive compensation for
attendance at Board of Directors meetings or committee meetings.  All directors receive
long term compensation in the form of stock options.

****

**Delinquent Filers**

****

****To the best of the registrant's knowledge there were none during the most
recent or prior fiscal years.

****

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

****	On March 20, 2002, there were issued and outstanding 21,917,300
shares of Common Stock.

Listed in the following table are the only beneficial owners as of
March 20, 2002, of more than 5% of the Company's outstanding Common
Stock.  In addition, this table includes the outstanding voting securities
beneficially owned by each of the executive officers listed in the Summary
Compensation Table, and the number of shares owned by directors and
executive officers as a group.

| |  | Amount and
Nature ofBeneficial
Ownership | 
| |  | ---------------------------------------- | 

|Title
of
Class | Name of Beneficial Owner                                                                                                                                                                         | Currently
Owned
(1) |     | Acquirble
Within
60
days
(2) | Percent of
Class
(3)
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------- | --- | ---------------------------- | --------------------
|Common         | John M. Alston                                                                                                                                                                                   | 13,355,000          | (4) | 40,000                       | 61%                 
|Common         | Glen R. Alston                                                                                                                                                                                   | 898,135             |     | 40,000                       | 4%                  
|Common         | Robert d'Artois                                                                                                                                                                                  | 530,000             |     | 40,000                       | 3%                  
|Common         | Richard Day                                                                                                                                                                                      | 250,000             |     | 120,000                      | 2%                  
|Common         | Stephen Kohalmi                                                                                                                                                                                  | 4,000,000           |     | 150,000                      | 19%                 
|Common         | Bernard Benning                                                                                                                                                                                  | 0                   |     | 100,000                      | <1%                 
|Common         | Thomas W. Whittingham                                                                                                                                                                            | 0                   |     | 100,000                      | <1%                 
|Common         | All Directors and Executive
Officers as a Group (7
persons, including John M.
Alston, Glen R. Alston, Robert
d'Artois, Richard Day,
Stephen Kohalmi, Bernard
Benning and Thomas W.
Whittingham ) | 19,033,135          |     | 590,000                      | 87%                 
|               |                                                                                                                                                                                                  |                     |     |                              |                     

1. In each case the beneficial owner has sole voting and investment power.

(2)	Stock options exercisable within 60 days.

(3)	Based on 21,917,300 shares of Common Stock outstanding March 20, 2002 plus stock
options exercisable within 60 days.

****(4)	Mr. John M. Alston is President and Chairman of the Board of Directors.  Mr. Alston's
mailing address is 23 Cambridge Place, Calgary, Alberta, T2K 1P8.  Included in the
shares listed in the table are 7,000,000 shares held by Rhonda Corporation, of which
Mr. Alston is the CEO and 6,050,000 shares beneficially owned by the Dorian Trust, a
charitable trust of which John M. Alston's daughter, Yvonne Gillespie is the protector
with power to appoint trustees and nominate beneficiaries.  Mr. Alston disclaims
beneficial ownership of such shares.

****

****Item 12 ­ Certain Relationships and Related Transactions

****Mr. John M. Alston, director, is a director and Chief Executive Officer of Rhonda Corporation,
which at December 31, 2001 held 7,000,000 (December 31, 2000, 6,000,000 shares) common
shares of the Company and was owed $462,415 (December 31, 2000, $57,155) by the
Company.****

****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.

Independent Auditors' Reports

Consolidated Balance Sheets as of December 31, 2001

Consolidated Statements of Operations for Years ended December 31, 2001, 2000 and
from inceptions.

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Deficits as of December 31, 2001, 2000 and from
inceptions.

Consolidated Statements of Cash Flows for Years ended December 31, 2001, 2000 and
from inceptions.

Notes To Consolidated Financial Statements

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.

(b) 		Reports on Form 8-K

There were none filed in the fourth quarter

**Exhibit 1**

**CARMINA TECHNOLOGIES INC.**

**AND SUBSIDIARY**

**(A Development Stage Company)**

**CONSOLIDATED FINANCIAL STATEMENTS**

**December 31, 2001 and 2000**

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

**TABLE OF CONTENTS**

|Independent Auditors Reports                             | 3      
|-------------------------------------------------------- | -------
|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 - 22



INDEPENDENT AUDITORS= REPORT

The Board of Directors

Carmina Technologies, Inc. and Subsidiary

(A Development Stage Company)

Calgary, Canada



We have audited the accompanying consolidated balance sheets of Carmina
Technologies, Inc. and Subsidiary (a development stage company) as of
December 31, 2001 and 2000 and the related consolidated statements
of operations, comprehensive loss, stockholders= equity (deficit) and
cash flows for the years ended December 31, 2001 and 2000 and for
the period from inception (May 7, 1999) to December 31, 2001.  These
consolidated financial statements are the responsibility of the
Company=s management.  Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We 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, 2001 totals of the
statements of operations, comprehensive loss and cash flows and
reflect a net loss of 19% of the related cumulative total. Those
statements were audited by other auditors whose reports have 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 audits 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 audits and
the reports 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 (a development stage company) as of December
31, 2001 and 2000 and the consolidated results of their operations and
their cash flows for the years ended December 31, 2001 and 2000 and
for the period from inception (May 7, 1999) to December 31, 2001 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.

Asigned@

BDO Dunwoody LLP

Chartered Accountants

March 27, 2002

Calgary, Alberta

**INDEPENDENT AUDITORS= REPORT**

The Board of Directors

Carmina Technologies, Inc. and Subsidiary

(A Development Stage Company)

Calgary, Canada

We have audited the accompanying consolidated statements of operations,
comprehensive loss, stockholders equity (deficit) 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 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
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 of 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 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.

Asigned@

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

Salt Lake City, Utah

April 8, 2000

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Balance Sheets

December 31, 2001

December 31, 2000CURRENT ASSETSCash
$
16,326
$
2,796Prepaid expenses

40

--Accounts receivable

44

--Tax refund receivable

14,649

8,805Total Current Assets

31,059

11,601OTHER ASSETSInventory (Note 1(s))

10,661

--Due from related party (Note 1(o))

--

16,257Marketable securities (Note 1(j))

60,802

594,835Securities receivable (Note 1(k))

--

20,204Advances (Note 1(l))

213,461

26,664Total Other Assets

284,924

657,960PROPERTY AND EQUIPMENT

27,768

2,051TOTAL ASSETS
$
343,751
$
671,612LIABILITIES AND STOCKHOLDERS'CURRENT LIABILITIESAccounts payable
$
68,741
$
32,424Due to related party (Note 1(o))

462,415

73,412Accrued expenses

7,523

4,500Total Current Liabilities

538,679

110,336STOCKHOLDERS' EQUITY (DEFICIT)Common stock: 40,000,000 shares
authorized no

2,250,982

1,092,2321,000,000 shares to be issued

--

625,000Cumulative translation adjustment

(12,881)

(17,722)Deficit accumulated during the development

(2,433,029)

(1,138,234)Total Stockholders' Equity (Deficit)

(194,928)

561,276TOTAL LIABILITIESAND STOCKHOLDERS' EQUITY
$
343,751
$
671,612




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

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Statements of Operations

|                           |   | For theyear ended December 31,
2001 |   | For theyear ended December 31,
2000 |   | From Inception on May 7, 1999
through
December 31,
2001
|-------------------------- | - | ----------------------------------- | - | ----------------------------------- | - | -------------------------------------------------------
|REVENUES                   | $ | --                                  | $ | --                                  | $ | 2,136                                                  
|                           |   |                                     |   |                                     |   |                                                        
|COST OF GOODS SOLD         |   | --                                  |   | --                                  |   | 1,942                                                  
|                           |   |                                     |   |                                     |   |                                                        
|GROSS PROFIT               |   | --                                  |   | --                                  |   | 194                                                    
|                           |   |                                     |   |                                     |   |                                                        
|EXPENSES                   |   |                                     |   |                                     |   |                                                        
|                           |   |                                     |   |                                     |   |                                                        
|General and                |   | 411,335                             |   | 88,002                              |   | 503,479                                                
|Depreciation expense       |   | 178                                 |   | 208                                 |   | 386                                                    
|Research and               |   | 44,381                              |   | 52,473                              |   | 105,200                                                
|Consulting fees            |   | 100,548                             |   | 26,703                              |   | 254,225                                                
|Management fees (Note      |   | 185,308                             |   | 333,663                             |   | 782,416                                                
|                           |   |                                     |   |                                     |   |                                                        
|Total Expenses             |   | 741,750                             |   | 501,049                             |   | 1,645,706                                              
|                           |   |                                     |   |                                     |   |                                                        
|LOSS FROM                  |   | (741,750)                           |   | (501,049)                           |   | (1,645,512)                                            
|OTHER INCOME               |   |                                     |   |                                     |   |                                                        
|                           |   |                                     |   |                                     |   |                                                        
|(Loss) on investment in    |   | --                                  |   | (2,541)                             |   | (12,972)                                               
|(Loss) on sale of          |   | --                                  |   | (92,061)                            |   | (92,061)                                               
|Gain on sale of            |   | --                                  |   | 3,006                               |   | 3,006                                                  
|Unrealized (loss) on       |   | (552,961)                           |   | (132,649)                           |   | (685,610)                                              
|Interest income            |   | 3                                   |   | 290                                 |   | 293                                                    
|Interest expense           |   | (87)                                |   | ­                                   |   | (173)                                                  
|                           |   |                                     |   |                                     |   |                                                        
|Total Other Income         |   | (553,045)                           |   | (223,955)                           |   | (787,517)                                              
|                           |   |                                     |   |                                     |   |                                                        
|NET LOSS                   | $ | (1,294,795)                         | $ | (725,004)                           | $ | (2,433,029)                                            
|                           |   |                                     |   |                                     |   |                                                        
|BASIC AND DILUTED
LOSS     | $ | (0.060)                             | $ | (0.035)                             |   |                                                        
|WEIGHTED AVERAGE
NUMBER OF |   | 21,564,903                          |   | 20,510,519                          |   |                                                        



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

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Statements of Comprehensive Loss

|                       |   | For theyear endedDecember 31, 2001 |   | For theyear ended December 31,
2000 |   | From Inception on May 7, 1999
through
December 31,
2001
|---------------------- | - | ---------------------------------- | - | ----------------------------------- | - | -------------------------------------------------------
|                       |   |                                    |   |                                     |   |                                                        
|NET LOSS               | $ | (1,294,795)                        | $ | (725,004)                           | $ | (2,433,029)                                            
|                       |   |                                    |   |                                     |   |                                                        
|OTHER                  |   |                                    |   |                                     |   |                                                        
|Cumulative translation |   | 4,841                              |   | (17,722)                            |   | (12,881)                                               
|                       |   |                                    |   |                                     |   |                                                        
|COMPREHENSIVE          | $ | (1,289,954)                        | $ | (742,726)                           | $ | (2,445,910)                                            



****

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

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Statements of Stockholders= Equity (Deficit)

| | Common StockShares
Amount |  | Deficit Accumulated During
the
Development
Stage |  | CumulativeTranslationAdjustment
| | ------------------------- |  | ------------------------------------------------ |  | -------------------------------

|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                       | --         |   | 94,000    |   | ­           |   | --      
|Net loss from inception on May 7, 1999
through December 31,   | --         |   | ­         |   | (413,230)   |   | ­       
|Balance December 31, 1999                                     | 9,300,000  |   | 407,406   |   | (413,230)   |   | --      
|Subscriptions for cash at $0.03 per
share on February 8,      | 1,279,221  |   | 42,635    |   | ­           |   | --      
|Subscriptions for marketable securities
at $0.03 per share on | 1,420,779  |   | 47,353    |   | --          |   | --      
|Issued on exercise of warrants for
marketable securities at   | 4,000,000  |   | 284,959   |   | ­           |   | --      
|                                                              | 16,000,000 |   | 781,989   |   | (413,230)   |   | --      
|Common stock issued on                                        | 4,502,300  |   | 3,243     |   | --          |   | --      
|Common stock to be issued on
December 31, 2000 at             | 1,000,000  |   | 625,000   |   | ­           |   | --      
|Compensation expense on options
issued to consultants         | --         |   | 147,000   |   | --          |   | --      
|Services contributed by officers of the                       | ­          |   | 160,000   |   | ­           |   | --      
|Cumulative translation adjustment                             | --         |   | --        |   | --          |   | (17,722)
|Net loss for the year ended December                          | ­          |   | ­         |   | (725,004)   |   | --      
|Balance, December 31, 2000                                    | 21,502,300 |   | 1,717,232 |   | (1,138,234) |   | (17,722)
|Options exercised for settlement of debt                      | 365,000    |   | 36,500    |   | --          |   | --      
|Common stock issued to consultant for
services to the         | 50,000     |   | 31,250    |   | --          |   | --      
|Compensation expense on options
issued to consultants         | --         |   | 306,000   |   | --          |   | --      
|Services contributed by officers of the                       | --         |   | 160,000   |   | --          |   | --      
|Cumulative translation adjustment                             | ­          |   | --        |   | --          |   | 4,841   
|Net loss for the year ended December                          | ­          |   | ­         |   | (1,294,795) |   | --      
|Balance, December 31, 2000                                    | 21,917,300 |   | 2,250,982 |   | (2,433,029) |   | (12,881)





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

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Statements of Cash Flows

| |  | For theyear ended December 31, 2001 |  | For theyear ended December 31, 2000 |  | From Inception on May 7, 1999
through
December 31,
2001
| |  | ----------------------------------- |  | ----------------------------------- |  | -------------------------------------------------------

|CASH FLOWS FROM OPERATING
ACTIVITIES |  |  |  |  |  | 
|------------------------------------ |  |  |  |  |  | 

|Net loss | $ | (1,294,795) | $ | (725,004) | $ | (2,433,029)
|-------- | - | ----------- | - | --------- | - | -----------

|Adjustment to reconcile net loss to net cash used by operating activities: |  | 
|-------------------------------------------------------------------------- |  | 

|Depreciation |  | 178 |  | 208 |  | 386
|------------ |  | --- |  | --- |  | ---

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

|Services contributed by officers of the |  | 160,000 |  | 160,000 |  | 414,000
|--------------------------------------- |  | ------- |  | ------- |  | -------

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

|Unrealized loss |  | 552,961 |  | 132,649 |  | 685,610
|--------------- |  | ------- |  | ------- |  | -------

|Decrease value of equity investment |  | -- |  | 2,541 |  | 12,972
|----------------------------------- |  | -- |  | ----- |  | ------

|Compensation expense through issuanceof options to employees and consultants |  | 306,000 |  | 147,000 |  | 453,000
|---------------------------------------------------------------------------- |  | ------- |  | ------- |  | -------

|Compensation expense through issuance of |  | 31,250 |  | -- |  | 31,250
|---------------------------------------- |  | ------ |  | -- |  | ------

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

|Changes in operating assets and liabilities: |  |  |  |  |  | 
|-------------------------------------------- |  |  |  |  |  | 

|(Increase) decrease in receivables |  | (5,888) |  | 6,817 |  | (14,693)
|---------------------------------- |  | ------- |  | ----- |  | --------

|Increase (decrease) in accounts payable |  | 39,340 |  | 12,735 |  | 76,264
|--------------------------------------- |  | ------ |  | ------ |  | ------

|Increase (decrease) in prepaid expenses |  | (40) |  | -- |  | (40)
|--------------------------------------- |  | ---- |  | -- |  | ----

|Increase (decrease) in inventory |  | (10,661) |  | -- |  | (10,661)
|-------------------------------- |  | -------- |  | -- |  | --------

|Net Cash Used by Operating Activities |  | (221,655) |  | (95,159) |  | (318,805)
|------------------------------------- |  | --------- |  | -------- |  | ---------

|CASH FLOWS FROM INVESTING |  |  |  |  |  | 
|------------------------- |  |  |  |  |  | 

|Due from related party |  | 16,257 |  | 18,118 |  | 34,375
|---------------------- |  | ------ |  | ------ |  | ------

|Advances |  | (186,797) |  | (26,664) |  | (213,461)
|-------- |  | --------- |  | -------- |  | ---------

|Purchase of property and equipment | Purchase of | (25,904) | Purchase of | (2,259) | Purchase of | (28,163)
|---------------------------------- | ----------- | -------- | ----------- | ------- | ----------- | --------

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

|Recapitalization |  | -- |  | 3,243 |  | 3,243
|---------------- |  | -- |  | ----- |  | -----

|Net Cash Used by Investing Activities |  | (196,444) |  | (7,562) |  | (217,006)
|------------------------------------- |  | --------- |  | ------- |  | ---------

|CASH FLOWS FROM FINANCING |  |  |  |  |  | 
|------------------------- |  |  |  |  |  | 

|Due to related party              |  | 431,629 |  | 62,708 |  | 494,337
|--------------------------------- |  | ------- |  | ------ |  | -------
|Issuance of common stock for cash |  | --      |  | 42,635 |  | 57,800 

|Net Cash Provided by Financing Activities |  | 431,629 |  | 105,343 |  | 552,137
|----------------------------------------- |  | ------- |  | ------- |  | -------



|NET INCREASE (DECREASE) IN CASH |  | 13,530 |  | 2,622 |  | 16,326
|------------------------------- |  | ------ |  | ----- |  | ------



|CASH AT BEGINNING OF PERIOD |  | 2,796 |  | 174 |  | --
|--------------------------- |  | ----- |  | --- |  | --

|CASH AT END OF PERIOD | $ | 16,326 | $ | 2,796 | $ | 16,326
|--------------------- | - | ------ | - | ----- | - | ------



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



NOTE 1 -	ORGANIZATION AND HISTORY

The consolidated financial statements presented include those of Carmina Technologies, Inc. (a
development stage company), its wholly owned subsidiary Carmina Canada Inc.
(formerly Rhonda Networks, Inc.) and Assured Performance Monitoring, Inc.
Collectively, they are referred to herein as Athe Company.@

Carmina Technologies, Inc. (Carmina) was incorporated under the laws of the State of Utah on
March 5, 1973.

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 Carmina Canada Inc. (CCI).

The reorganization was accounted for as a recapitalization of CCI because the shareholders of
CCI control the Company after the acquisition.  Therefore, CCI 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 CCI is the surviving entity for accounting purposes.

Prior to the reorganization, Carmina transferred all of the Company's mineral property interests to
a wholly owned subsidiary, Tamco Inc. and authorized distribution of all the
subsidiary's shares to the Company's shareholders.  At the time of the
reorganization, Carmina had minimal assets and no operations.

CCI, a wholly owned subsidiary, was incorporated under the laws of the Province of Alberta,
Canada as Rhonda Networks, Inc. on May 7, 1999.  In December 2000 it
changed its name to Carmina Canada Inc. 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.

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, other than the sale in 1999 if a voice over IP
installation. Management estimates that a minimum of $400,000 will be required
to cover overhead and investment in Assured Performance Monitoring Inc. (APM)
(supplying call center, central services and marketing) over the next twelve
months.  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.

In September 2001 the Company signed an agreement committing the Company to contribute
$200,885 to acquire an envisaged initial 40% interest in APM.  As at period end
the Company has invested $63,351and have been issued 125,000 shares of
APM stock representing 100% of the issued shares.  Additional shares will be
issued to the Company upon subsequent contributions up to a total of 400,000
shares.  Upon the other parties to the agreement fulfilling their undertakings
pursuant to the terms of the agreement they will be entitled to be issued 600,000
shares of APM stock.  The Company has the right to increase its interest in APM
by purchasing additional equity.  APM commenced operations in September
2001.

NOTE 1 - ORGANIZATION AND HISTORY (Continued)

a.  Accounting Method

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

b.  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.

c.  Revenue Recognition

The Company recognizes revenue upon completion and delivery of its products and as earned on
a straight-line basis for service contracts.  Fixed fees are billed monthly with
withdrawal of service after 45 days of non-payment.  No vendor obligations
regarding software are included in the contracts.  However, substantial
operations have not yet begun.

d.  Principles of Consolidation

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

e.  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 (2000
-1,000,000) and 1,775,000 (2000 - 1,690,000) options, have not been included in
the calculation as their effect is anti-dilutive for the periods presented.

****f.  Provision for Taxes

At December 31, 2001, the Company had net operating loss carry forwards of approximately
$1,747,000 (2000 - $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
carry forwards will expire unused.  Accordingly, the potential tax benefits of the
loss carry forwards are offset by a valuation account of the same amount.

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

****f.  Provision for Taxes (continued)

The components of deferred taxes are as follows:

|                                         |   | For theyear ended December 31, 2001 |   | For theyear ended December 31, 2000
|---------------------------------------- | - | ----------------------------------- | - | -----------------------------------
|DEFERRED TAX ASSET:                      |   |                                     |   |                                    
|Unused tax losses carry forward          | $ | 630,000                             | $ | 363,000                            
|Unrealized losses                        |   | 245,000                             |   | 56,000                             
|NET DEFERRED TAX ASSET                   |   | 875,000                             |   | 419,000                            
|Valuation allowance                      |   | (875,000)                           |   | (419,000)                          
|                                         | $ | ­                                   | $ | --                                 
|                                         |   |                                     |   |                                    
|STATUTORY TAX RATE                       |   | 34%                                 |   | 34%                                
|                                         |   |                                     |   |                                    
|Income taxes at statutory rate           |   | (440,000)                           |   | (247,000)                          
|Differential on income earned in foreign |   | (16,000)                            |   | (32,000)                           
|Change in valuation allowance            |   | 456,000                             |   | 279,000                            
|                                         | $ | --                                  | $ | --                                 



g. Foreign Exchange

At the transaction date, each asset and liability are translated into US dollars, the reporting
currency, by using the then prevailing exchange rate each revenue and expense
is translated by using a weighted average rate, with the resulting gain or loss
recognized in other comprehensive income.  At the year-end, the weighted
average rate is used to translate the income statement.  Assets and liabilities are
translated into US dollars by using the year-end exchange rate and the
translation gains/losses are included in other comprehensive income in the
consolidated statements.  The functional currency is Canadian dollars.

h.  Cash and Cash Equivalents

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

NOTE 1 - ORGANIZATION AND HISTORY (Continued)

i.  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, 2001 and December 31, 2000, respectively.

j.  Marketable Securities

The Company held 362,500 shares of Qnetix, Inc.'s common stock as trading securities at
December 31, 2001.  The fair value of the Company's marketable securities is
estimated based on quoted market prices for those investments.  The fair value
of Qnetix, Inc. marketable securities at December 31, 2001 was $4,552 (2000 -
$4,210). .  The remaining 300,000 shares delivered in March 2001,had 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.

The Company also held 225,000 shares of Power Interactive Media Inc. (formerly Power Kiosk, Inc.) as
trading securities at December 31, 2001. The fair value of Power Interactive Inc. marketable securities at
December 31, 2001 was $56,250 (2000 - $590,625).



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.

k.  Securities Receivable

The Company purchased 750,000 shares of Qnetix,
Inc.'s stock during the year ended December
31, 2000.  450,000 shares were delivered at the time of purchase to a brokerage
account, and the remaining 300,000 shares were delivered March 31, 2001.

l.  Advances

Included in advances is $213,461 (2000  -$26,664) 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 no further funds.  This investment will
be accounted for at cost.

m.  Investment in Shares

The Company accounted for its investment in Remington Financial Corp., by the equity method of
accounting under which the Company's share of the net income (loss) of the
affiliate was 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
affiliate of $2,541 for the year ended December 31, 2000 to account for the
change in value of the affiliate at December 31, 2000.  This reduced the
investment to $nil at December 31, 2000.

NOTE 1 - ORGANIZATION AND HISTORY (Continued)

n.  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



o.  Due from (to) Related Party

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

p.  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.

q.  Research and Development

Research costs are expensed as incurred.

r.  Cost-sharing Agreement

The Company=s operations are paid for and maintained under a written cost-sharing agreement
with Rhonda Corporation, a related party by virtue of being the controlling
shareholder and having common management.  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.

s.  Inventory

Inventory is carried at the lower of cost and net realizable value.  Inventories are license fees
carried per unit for 3rd party database engines embedded into the Company's
product. By it's nature, the inventory has no raw material or work-in-progress
components.

t. 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.

NOTE 1 -	ORGANIZATION AND HISTORY (Continued)

u.  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.****

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

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

Currently, the Company has no goodwill and the adoption of SFAS 141 and SFAS 142 will have
no material impact on its financial position and results of operations.

In August 2001, the Financial Accounting Standards Board finalized FAS 144, *Accounting for the
Impairment or Disposal of Long-Lived Assets.*  FAS 144 addresses accounting
and reporting for the impairment or disposal of long-lived assets, including the
disposal of a segment of business.  FAS 144 is effective for fiscal years
beginning after December 15, 2001, with earlier application encouraged.  The
Company is currently reviewing the impact of SFAS 144, if any.

NOTE 2 - GOING CONCERN

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

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

NOTE 3 - WARRANTS AND OPTIONS

a.  Warrants

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

A summary of the status of the Company=s warrants as of December 31, 2000 and changes
during the twelve months ending December 31, 2001 are presented below:

|                                               |  | Warrants  |   | Weighted Average Exercise
Price
|---------------------------------------------- |  | --------- | - | -------------------------------
|Outstanding and exercisable, December
31, 2001 |  | 1,000,000 | $ | 1.00                           







NOTE 3 - WARRANTS AND OPTIONS (Continued)

a.  Warrants (continued)

The warrants outstanding at period end were issued to a party related by virtue of being a
shareholder in conjunction with the 1,000,000 common shares issued on
December 31, 2000.

The warrants that are vested at December 31, 2000 and December 31, 2001 are summarized as
follows:

|                  | Outstanding        | Weighted Average
Remaining
Contractual
Life | Exercisable       
|----------------- | ------------------ | ------------------------------------------- | ------------------
|Exercise Price    | Number Outstanding | Weighted Average
Exercise
Price             | Number Exercisable
|Range - $1.00     | 1,000,000          | $1.00                                       | 2 years           
|December 31, 2000 | 1,000,000          | $1.00                                       |                   
|Range - $1.00     | 1,000,000          | $1.00                                       | 1year             
|December 31, 2001 | 1,000,000          | $1.00                                       |                   



b.  Stock Options

*Employees, directors, and officers*

*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.****

NOTE 3 - WARRANTS AND OPTIONS (Continued)

**

b.  Stock Options (continued)

A summary of the status of the Company's options issued to employees, directors and officers as of
December 31, 2000 and changes during the year ending December 31, 2001 are presented below:

| |  | ****Options**** | **** | Weighted Average
Exercise
Price**** | **** | Weighted Average Grant
Date Fair
Value****
| |  | --------------- | ---- | ----------------------------------- | ---- | ------------------------------------------

|****Outstanding, Inception, May 9, 1999**** | **** | --**** | **** | --**** | **** | --****
|------------------------------------------- | ---- | ------ | ---- | ------ | ---- | ------

|****  Granted**** | **** | 360,000**** | **** | 0.033**** | **** | 0.00****
|----------------- | ---- | ----------- | ---- | --------- | ---- | --------

|****Outstanding, December 31, 1999 **** | **** | 360,000**** | **** | 0.033**** | **** | 0.00****
|--------------------------------------- | ---- | ----------- | ---- | --------- | ---- | --------

|****  Granted**** | **** | 840,000 |  | ****0.10**** | **** | 0.03****
|----------------- | ---- | ------- |  | ------------ | ---- | --------

|****Expired/Cancelled**** | **** | (360,000)**** | **** | 0.033**** | **** | 0.00****
|------------------------- | ---- | ------------- | ---- | --------- | ---- | --------

|****Exercised**** | **** | --**** | **** | --**** | **** | --****
|----------------- | ---- | ------ | ---- | ------ | ---- | ------

|****Outstanding, December 31, 2000 **** | **** | 840,000**** | **** | 0.10**** | **** | 0.03****
|--------------------------------------- | ---- | ----------- | ---- | -------- | ---- | --------

|****Exercisable, December 31, 2000**** | **** | 210,000 | $ | 0.10**** | ****$ | 0.03****
|-------------------------------------- | ---- | ------- | - | -------- | ----- | --------

|****Granted**** | **** | 400,000**** | **** | 0.50**** | **** | 0.31****
|--------------- | ---- | ----------- | ---- | -------- | ---- | --------

|****Expired/Cancelled**** | **** | --**** | **** | -- |  | --****
|------------------------- | ---- | ------ | ---- | -- |  | ------

|****Exercised**** | **** | (240,000)**** | ****1 | ****0.10**** | **** | 0.03****
|----------------- | ---- | ------------- | ----- | ------------ | ---- | --------

|****Outstanding, December 31, 2001 |  | 1,000,000**** | **** | 0.26**** | **** | 0.14****
|---------------------------------- |  | ------------- | ---- | -------- | ---- | --------

|****Exercisable, December 31, 2001**** | **** | 280,000 | $ | 0.24**** | **$** | ****0.03
|-------------------------------------- | ---- | ------- | - | -------- | ----- | --------

1On November 2, 2001, 240,000 options were exercised by employees in exchange for a note.  The note was assumed
by a related company, by virtue of being a major shareholder, to settle a portion of debt that was owed to it.  As such,
this new measurement date is used to record compensation of $126,000 relating to these exercised options.

The options to employees, directors and officers that are vested at December 31, 2000 and December
31, 2001 are summarized as follows:****

|****           | Outstanding                   | Weighted Average Remaining
Contractual Life | Exercisable                  
|-------------- | ----------------------------- | ------------------------------------------- | -----------------------------
|Exercise Price | Number Outstanding at12/31/01 | Weighted Average Exercise Price             | Number Exercisable at12/31/01
|Range - $0.10  | 600,000                       | $0.10                                       | 5.97 years                   
|Range - $0.50  | 400,000                       | $0.50                                       | 4.25 years                   
|               | 1,000,000                     | $0.26                                       |                              

****

NOTE 3 -WARRANTS AND OPTIONS (Continued)

b.  Stock Options (continued)

In total, compensation expense of $147,000 (2000 - $nil) has been recorded for the options issued to
directors and officers.  The Company estimates the fair value of each stock award at the grant date by
using the intrinsic value.  The quoted market price of these options at the date of grant was $0.625 and
the expense is recognized over the vesting term of the options.

Had full 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 twelve month period
ended
December 31,
2001 |  | For the twelve month period
ended
December 31,
2000
| |  | --------------------------------------------------- |  | ---------------------------------------------------

|Reported net loss | $ | (1,294,795) | $ | (725,004)
|----------------- | - | ----------- | - | ---------

|Cost of compensation |  | (12,000) |  | (13,000)
|-------------------- |  | -------- |  | --------

|Proforma net loss | $ | (1,306,795) | $ | (738,004)
|----------------- | - | ----------- | - | ---------

|Proforma loss per share, basic and diluted | $ | (0.061) | $ | (0.036)
|------------------------------------------ | - | ------- | - | -------



For the proforma disclosures, fair value of the options is determined using the Black-Scholes option
pricing model using the following assumptions:  The US treasury rate for the period equal to the expected
life of the options (5.0%) (2000 ­ 6.25%) was used as the risk-free rate.  The volatility used was 1% (2000
­ 1%) based on historical price per share of shares sold.  The value is also recognized over the vesting
terms of the options (3 to 9 years).



During the year ended December 31, 2000, 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 25% at date of grant with remainder on over the next 3 years, providing the
optionee, at the time of vesting, is an employee, officer, director or consultant to the Company, and expire
as to 25% on each of the 4th, 6th, 8th, and 10th anniversaries.



The 5-year incentive options vest 25% 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 expires 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.

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

b.  Stock Options (continued)



**Consultants**



FASB Statement 123, "Accounting for Stock-Based Compensation@ (ASFAS 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 year ending December 31, 2001 are presented below:

| |  | ****Options**** | **** | Weighted
Average
Exercise
Price**** | **** | Weighted
Average
Grant Date
Fair Value****
| |  | --------------- | ---- | ----------------------------------- | ---- | ------------------------------------------

|****Outstanding, Inception, May 7, 1999**** | **** | -- |  | ****  -- |  | ****  --****
|------------------------------------------- | ---- | -- |  | -------- |  | ------------

|****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**** | **** | 0.19**** | **** | 0.03****
|--------------- | ---- | ----------- | ---- | -------- | ---- | --------

|****Expired/Cancelled**** | **** | (650,000)**** | **** | 0.033**** | **** | 0.00****
|------------------------- | ---- | ------------- | ---- | --------- | ---- | --------

|****Outstanding, December 31, 2000**** | **** | 850,000**** | **** | 0.19**** | **** | 0.029****
|-------------------------------------- | ---- | ----------- | ---- | -------- | ---- | ---------

|****Exercisable, December 31, 2000**** | **** | 212,500 | $ | 0.19**** | ****$ | 0.029****
|-------------------------------------- | ---- | ------- | - | -------- | ----- | ---------

|****Granted**** | **** | 50,000**** | **** | 0.50**** | **** | 0.31****
|--------------- | ---- | ---------- | ---- | -------- | ---- | --------

|****Expired/Cancelled**** | **** | -- |  | -- |  | **--**
|------------------------- | ---- | -- |  | -- |  | ------

|****Exercised**** | **** | (125,000)**** | ****1 | ****0.10**** | **** | 0.03****
|----------------- | ---- | ------------- | ----- | ------------ | ---- | --------

|****Outstanding, December 31, 2001 |  | 775,000**** | **$** | ****0.23**** | **$** | ****0.050****
|---------------------------------- |  | ----------- | ----- | ------------ | ----- | -------------

|****Exercisable, December 31, 2001**** | **** | 312,500 | $ | 0.24**** | **$** | ****0.029****
|-------------------------------------- | ---- | ------- | - | -------- | ----- | -------------

**1**Options were exercised by consultants, a related party, by virtue of being a major shareholder,  has
assumed the consultants' debt to settle a portion of debt that was owed to it.

NOTE 3 -	WARRANTS AND OPTIONS (Continued)

b.  Stock Options (continued)

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

|****           | Outstanding                   | Weighted
Average
Remaining
Contractual
Life | Exercisable                    
|-------------- | ----------------------------- | ------------------------------------------- | -------------------------------
|Exercise Price | Number
Outstanding at12/31/01 |                                             | Weighted
Average
Exercise Price
|Range - $0.10  | 525,000                       | $                                           | 0.10                           
|Range - $0.50  | 250,000                       |                                             | 0.50                           
|               | 775,000                       | $                                           | 0.23                           



****

During the year, 50,000 (2000 - 850,000) options were granted, which vest 25% at date of grant with the
remainder over the next three years.  Compensation expense of $159,000 (2000 - $147,000) has been
recorded for options issued to consultants based on the value attributable to these options as described
above.  Fair value of the options is determined using the Black-Scholes option pricing model using the
following assumptions:  The US treasury rate for the period equal to the expected life of the options
(5.0%) (2000 ­ 6.25%) was used as the risk-free rate.  The volatility used was 1% (2000 ­ 1%) based on
historical price per share of shares sold.  The value is also recognized over the vesting terms of the
options (3 to 9 years).





NOTE 4 - COMMON STOCK

During the 4th quarter of 2001, the Company issued 50,000 shares to a consultant for extensive and
significant services contributed to the President and the Company.  These shares were valued at $0.625
per share based on the last market priced sale of shares.  The 50,000 restricted shares were issued in
December 2001.



In December 2000, the Company completed a placement of 1,000,000 units to a related company (the
controlling 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
Board of Directors to be effective as at the year-end December 31, 2000.  The shares were issued from
treasury subsequent to the year-end.

NOTE 5 - 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 year ended December 31, 2001
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 $25,308 for the year ended December 31, 2001 was paid to outside parties.

NOTE 6 B SUBSEQUENT EVENTS



Subsequent to the year-end advances to Assured Performance Monitoring Inc. (APM) of $113,597 have
been made for a further 275,000 shares of common stock bringing the total shares issued to 400,000.

NOTE 7 B STATEMENTS OF CASH FLOWS

|CASH PAID FOR:                                                                 |   | For theyear ended
December 31,
2001 |   | For theyear ended
December 31,
2000 |   | From Inception
on May 7, 1999
through
December 31,
2001
|------------------------------------------------------------------------------ | - | ----------------------------------- | - | ----------------------------------- | - | -------------------------------------------------------
|Interest                                                                       | $ | --                                  | $ | --                                  | $ | --                                                     
|Income taxes                                                                   | $ | --                                  | $ | --                                  | $ | --                                                     
|NON-CASH INVESTING ACTIVITIES                                                  |   |                                     |   |                                     |   |                                                        
|                                                                               |   |                                     |   |                                     |   |                                                        
|Common stock issued for investment                                             | $ | --                                  | $ | 922,573                             | $ | 922,573                                                
|Exchange of receivables for securities                                         | $ | --                                  | $ | 20,204                              | $ | 20,204                                                 
|                                                                               |   |                                     |   |                                     |   |                                                        
|NON-CASH FINANCING ACTIVITIES                                                  |   |                                     |   |                                     |   |                                                        
|Common stock issued through exercise
   of options, related party assumed debt | $ | 36,500                              | $ | --                                  | $ | 36,500                                                 
|Common stock issued for note
   receivable                                     | $ | --                                  | $ | 34,375                              | $ | 34,375                                                 
|Common stock issued for services                                               | $ | 31,250                              | $ | --                                  | $ | 313,866                                                
|Services contributed by officers of theCompany                                 | $ | 160,000                             | $ | 160,000                             | $ | 414,000                                                



****

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:	April 16, 2002

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. AlstonJohn M. Alston | ****Chairman, President, Chief
Executive Officer and
Director                 | ****April 16, 2002    
|/s/ Glen R. AlstonGlen R. Alston     | Treasurer, Chief Financial
Officer, Principal
Accounting Officer and
Director | ****April 16, 2002    
|/s/ Robert d'ArtoisRobert d'Artois   | Vice President and Director                                                   | ****April 16, 2002    
|/s/ Stephen KohalmiStephen Kohalmi   | Director of Technology and
Director                                           | ****April 16, 2002****



* 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				April 16, 2002

1. 

incorporated under the laws of the Province of Alberta, Canada, 100% owned by the
Registrant, and Assured Performance Monitoring Inc., incorporated under the
laws of Canada, 100% owned by Carmina Canada Inc., are the only subsidiaries
of the Registrant.

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**Powers of Attorney**

**I hereby appoint Judith Stoeterau, Corporate Secretary of Carmina Technologies Inc.
my Attorney-in-fact to sign the Form 10-KSB dated April 16, 2001, of Carmina
Technologies Inc. on my behalf as Director and Director of Technology upon
confirmation by me by telephone, telefax or e-mail that I have received and
approved the draft Form 10-KSB.**



April 16, 2002					         	             ____*/s/ John M.
Alston*

Date									John M. Alston

March 26, 2002							 *____/s/ Glen R. Alston*

Date									Glen R. Alston

March 26, 2002							____*/s/ Robert d'Artois*

Date									Robert d'Artois

March 25, 2002							*/s/ Tom W.
Whittingham*

Date								     Tom W. Wittingham

March 28, 2002							___*/s/ Bernard
Benning*

Date								           Bernard
Benning

April 16, 2002							_______*/s/ Richard
Day*

Date									     Richard Day

April 16, 2002						            ______*/s/ Steve
Kohalmi*

Date									  Steve Kohalmi



****

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|**BOARD OF DIRECTORS******JOHN M. ALSTON, B.Sc. P.Geol.Chairman, President and Chief Executive
OfficerGLEN R. ALSTON, B.CommTreasurer and Chief Financial OfficerROBERT D'ARTOIS, CAAPVice-PresidentBERNARD BENNING, M.Ed., M.B.A.,
C.M.A., *VP Corporate Development, Bow Valley
CollegeRICHARD M. DAY, BS, JD, *Owner and Officer, American Registrar
and Transfer Co.STEPHEN KOHALMI, B.Sc.Director of TechnologyTHOMAS W. WHITTINGHAM, B.Sc. *Business Consultant* Audit Committee**OFFICERS AND KEY PERSONNEL******JOHN M. ALSTON, B.Sc. P.Geol.Chairman, President and Chief Executive
OfficerGLEN R. ALSTON, B.CommTreasurer and Chief Financial OfficerROBERT D'ARTOIS, CAAPVice-PresidentSTEPHEN KOHALMI, B.Sc.Director of TechnologyJUDITH A. STOETERAU, B.Sc., P.Geo.Secretary | **TRANSFER AGENT******AMERICAN REGISTRAR AND
TRANSFER CO.P.O. Box 1798Salt Lake City, Utah 54110**AUDITORS**BDO DUNWOODY LLP#1500, 800 ­ 6 Avenue, SWCalgary, Alberta T2P 3G3**BANKERS**ZIONS BANK310 South MainBroadway OfficeSalt Lake City, Utah 84101ROYAL BANK OF CANADA355 ­ 8 Avenue, SWCalgary, Alberta T2P 2N5**INVESTOR CONTACT**ROBERT D'ARTOISToll Free: 1-800-793-8370Telephone: (403) 269-5369Facsimile: (403) 261-2866E-Mail: invest@carminatech.com**HEAD OFFICE**CARMINA TECHNOLOGIES, INC.#810, 540-5th Avenue, SWCalgary, Alberta T2P 0M2Toll Free: 1-800-793-8370Telephone: (403) 269-5369Facsimile: (403) 261-2866E-Mail: info@carminatech.com
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