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 MARCH 31, 2001

| |      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                         Commission file number: 0-29260

                          TIMEBEAT.COM ENTERPRISES INC.
                 (Name of small business issuer in its charter)

       TERRITORY OF YUKON, CANADA                          APPLIED FOR
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

    580 Hornby Street, Suite 900, Vancouver, British Columbia V6C 3B6 Canada
    (Address of principal executive offices)                 (Zip Code)

         Issuer's telephone number, including area code: (604) 689-4771

       Securities registered under Section 12(b) of the Exchange Act: None

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

                           COMMON STOCK, NO PAR VALUE

Check whether the issuer (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 the filing requirements for the past 90 days. Yes       No   x

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will 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-KSB.[ ]

           Issuer's revenues for its most recent fiscal year: $57,287

 Aggregate market value of the voting stock held by non-affiliates of the issuer
                      as of October 2, 2001: $6,192,504.50

      Number of shares outstanding of issuer's common stock, no par value,
                        as of October 2, 2001: 17,999,370

                    Documents incorporated by reference: None

    Transitional Small Business Disclosure Format (check one): Yes    No  X
                                                                  ---    ---

Exhibit index on consecutive page 24                         Page 1 of 62 Pages



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                                     PART I


                           FORWARD LOOKING STATEMENTS

Under the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995 (the "PSLRA"), we caution readers regarding forward looking
statements found in this report and in any other statement made by, or on our
behalf, whether or not in future filings with the Securities and Exchange
Commission. Forward looking statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change. These uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward looking statements made by or on our behalf. We disclaim any
obligation to update forward looking statements. Readers should also understand
that under Section 27A(b)(2)(D) of the Securities Act, and Section 21E(b)(2)(D)
of the Securities Exchange Act, the "safe harbor" provisions of the PSLRA do not
apply to statements made in connection with an initial public offering.


ITEM 1.     DESCRIPTION OF BUSINESS.
--------------------------------------------------------------------------------


INTRODUCTION

Unless the context otherwise requires, the terms "we", "our" and "us" refers to
Timebeat.com Enterprises Inc.

We own and operate several Internet Web sites which primarily cater to people
who have an interest in fine watches, jewelry, clothing, high-end gift and other
luxury items. On August 14, 2001, our shareholders approved a change in our
domicile from the Yukon Territory to the State of Wyoming, and thereafter to the
State of Nevada. We are in the process of completing the transaction and
becoming a Nevada corporation.

BACKGROUND

We were incorporated under the name Ocean Marine Technologies Inc. in the
Province of British Columbia, Canada on May 23, 1986. We initially focused our
business on the potential use of a research motor vehicle named Ocean Explorer
I. We intended to use this vessel in developing technology which would minimize
the growth and spread of the Zebra Mussels in the Great Lakes. We borrowed funds
from Ecofab Plastic Covers Ltd. and Caulfied Consultants Inc., and our loans
were secured by a mortgage against the Ocean Explorer I. We were unable to repay
the loans and Ecofab Plastic Covers Ltd. and Caulfied Consultants Inc. obtained
a judgment against us in the amount of $263,000. Ecofab Plastic Covers Ltd. and
Caulfied Consultants Inc. subsequently agreed to accept the Ocean Explorer I "as
is, where is", along with all of its liabilities, as full satisfaction of the
judgment. Due to a number of circumstances, we decided to abandon our initial
focus.

MINERAL EXPLORATION ACTIVITIES

In early 1993, we entered into the mineral exploration business to acquire,
explore, and if warranted, develop mineral properties. On May 17, 1994, we
changed our name to AGC Americas Gold Corp. to reflect our involvement in
mineral exploration. We have acquired and subsequently abandoned several mineral
properties in pursuit of this business. During the fiscal year ended March 31,
2001, we discontinued our mineral exploration activities to focus our efforts on
our Internet operations wrote down accumulated expenditures to $1. We still hold
the following mineral interests:

o        JD GOLD-SILVER PROPERTY. Under an agreement with Energex Minerals Ltd.,
         dated October 8, 1993, and amended October 13, 1993, we acquired 24
         gold and silver claims in the Toodoggone area of the Omineca Mining
         Division in the Province of British Columbia, Canada, in exchange for
         payment of Cdn$45,000

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         and the issuance of 125,000 shares of common stock, with a deemed value
         of Cdn$0.25 per share.  Energex Minerals Ltd. initially retained a 15%
         net profit interest in the claims. We also paid George F. Nicholson a
         finder's fee of Cdn$7,625 by issuing him 30,500 shares of common stock
         at a deemed value of Cdn$0.25 per share.

         We subsequently acquired the 15% net profit interest from Energex
         Minerals Ltd. for payment of Cdn$12,500 and the issuance of 100,000
         shares of common stock. So long as the property is not in production,
         we are also required to pay Energex Minerals Ltd. a fixed annual
         royalty prior to December 31st of Cdn$3,588. As of October 2, 2001, we
         have paid all annual royalties to Energex Minerals Ltd.

         In 1995, 1996 and 1997, we acquired other claims surrounding the JD
         Gold-Silver property by staking property which was not previously
         owned.

o        AL AND LAWYERS PROPERTIES.  By a letter of intent dated December 6,
         1996 with Cheni Resources Inc., we received the right to earn an
         undivided 100% interest in the AL and Lawyers properties comprising
         22,645 acres in the Omineca Mining Division, and located 12 kilometers
         south of the JD Gold-Silver Property.  The property may contain gold,
         silver, copper and other minerals.  In exchange for this right, we were
         required to (1) make annual lease payments on or before December 31st
         of Cdn$18,000 to the Government of British Columbia, (2) issue 400,000
         shares of common stock to Cheni Resources Inc., in separate amounts of
         300,000 and 100,000 shares, (3) pay Cheni Resources Inc. Cdn$10,000,
         and (4) incur Cdn$500,000 in exploration expenditures on the property.
         As of December 31, 2000, we fully performed our obligations and paid
         Cheni Resources Inc. Cdn$30,000 in lieu of issuing 100,000 shares of
         common stock.

         Accordingly, we own an undivided 100% interest in the AL and Lawyers
         properties subject to the following royalty interests: the AL property
         remains subject to a 7% initial production royalty and a 0.25% net
         smelter royalty interest on mined and milled in excess of 250,000 tons
         payable to Cameron Scott and Barry Price; both properties are subject
         to the aggregated 15% net profit royalty payable to Kinross Gold
         Corporation, Energex Minerals Ltd., and Cheni Resources Inc; and the
         Lawyer property remains subject to a 2% net smelter royalty payable to
         Cheni Resources Inc. (1.9%) and Meota Resources Corp. (0.1%). Cheni
         Resources Inc. is responsible for all reclamation required from
         activities performed up to December 6, 1999.

We propose to maintain our interest in these properties and find a joint venture
partner. The cost of maintaining these properties is less than US$10,000 per
year for the next few years.

INTERNET WEB SITES DIVISION

The Internet has emerged as a global communications medium to deliver and share
information and to conduct business electronically. International Data
Corporation, a company that forecasts worldwide information technology market
trends, estimates that the number of Web users worldwide will grow from
approximately 144 million users in 1998 to 602 million users by the end of 2003.
The dramatic growth in the number of Internet users has led to the proliferation
of information and services available on the Internet, including e-commerce,
e-mail, financial services, news and other content. We chose to enter this
market in March 1999.

INTERNET WEB SITE TIMEBEAT.COM

On March 5, 1999, we entered into a letter of intent with Watch Central
Corporation and Timebeat.com Inc., our wholly owned non-public subsidiary which
we incorporated in the State of Nevada on March 17, 1999. Under the letter of
intent, we paid Watch Central Corporation US$50,000 in exchange for its services
to design, develop, beta test and implement an e-commerce Web site that would
market, sell and repair fine gold jewelry and watches. We also pay Watch Central
Corporation US$3,000 a month for consulting services and US$2,000 a month for
rent. Watch Central Corporation subsequently became an affiliate as Alexander
Vileshin is an officer and director for


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both us and Watch Central Corporation. In September 1999, we re-incorporated in
the Yukon Territory, Canada, and changed our name to Timebeat.com Enterprises
Inc. to reflect our new e-commerce focus.

We launched our Web site in November 1999 and offer for sale brand name high
quality watches and jewelry. Since we do not maintain an inventory of watches,
we rely upon our contacts in the wholesale watch industry to purchase a watch
the same day it is ordered on our Web site. We cannot assure you that we will be
able to purchase products on the same day, or maintain our existing contracts.
We do maintain an inventory of jewelry. We use and rely upon the information
provided by each manufacturer to describe the products on our Web site.

In September 2000, we launched our auction component of WWW.TIMEBEAT.COM which
offers an auction and authentication of time pieces, jewelry and special
products. We offer a twelve month assurance guarantee for our buyers, which we
believe will increase their confidence in making a purchase. We authenticate the
products and issue a certificate of authenticity on each purchase. Our buyers
are also able to review an independent appraisal of the product being purchased.
If a buyer is not satisfied at any time within 30 days from the date of
purchase, a full refund will be made.

INTERNET WEB SITE WATCHZONE.NET

In December 1999, in order to increase content and awareness of
WWW.TIMEBEAT.COM, we acquired our second Web site, WWW.WATCHZONE.NET. Under an
agreement dated December 14, 1999, we acquired the Web site and all related
assets from Watchzone.net Inc., a Colorado corporation. In exchange for the
acquisition, we gave certain watches and jewelry to each member of the
management of Watchzone.net Inc with an aggregate value of US$10,988. Each
member of the management also signed a two year agreement to provide consulting
services to us in exchange for options, a percentage of all advertising
generated by the Watchzone.net banner advertising program, and the right to
purchase any new watch each year for actual dealer cost. Also, if Timebeat.com
Inc., our wholly-owned subsidiary, ceases to do business at any time before
December 14, 2001, then we agreed to transfer the Web site and related assets
back to the management of Watchzone.net Inc.

In November 2000, we entered into another agreement with the management of
Watchzone.net Inc., which modified and replaced the original agreement. Under
this agreement, we will receive all of the advertising revenue and will own the
Web site even if Timebeat.com Inc. ceases to do business. In exchange, we
granted an additional 75,000 options at a price of $0.56 per share, and repriced
the previous options at $0.56 per share. We also made total cash payments of
US$8,436 in exchange for the domain name Watchzone.tv, non-compete provisions,
and for advertising on our other Web sites.

WWW.WATCHZONE.NET is an informational Web site which allows consumers the
ability to gather and exchange information in chat forums and from existing
publications, news and press releases, manufacturers' literature, and product
demonstrations and evaluations. Although we do receive some revenue from
advertising sales, the primary purpose of WWW.WATCHZONE.NET is to increase
awareness of WWW.TIMEBEAT.COM.

In December 2000, we signed a licensing agreement with eBay, Inc. (NASDAQ:
EBAY), the world's leading online trading community. Under this agreement, eBay
users will be able to access content from WWW.WATCHZONE.NET. We are hopeful this
will result in an increased number of visitors to our Web site.

INTERNET WEB SITE TIMEBEAT4TEENS.COM

In June 2000, we launched our new Web site called WWW.TIMEBEAT4TEENS.COM. This
Web site is an e-commerce site that sells jewelry, watches, music, clothing and
related items to the young adult market age group between 10 to 24 years old. We
believe that by cross-promoting our Web sites, we may be able to reach both
parents and their children. The Web site is database driven and all items,
customer transactions and the functionality is based upon the Coldfusion
platform. We have established relationships with various teen magazines to
assist us in the marketing of our Web site.


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WWW.TIMEBEAT4TEENS.COM hosts over 70 virtual stores offering approximately
15,000 products including fashions from leading apparel manufacturers such as
Trina Trk, Cottondale - Paris, Nannette Lepore, XOXO, Rem Garson, and over 3,500
different name brand men's and women's fragrances. We have an array of shoes,
lingerie and handbags from manufacturers such as Steve Madden, Tuanh, Leah
Aiken, Shirley of Hollywood, Leg Ave, Chateau, Leah Aiken, Moyna and Teresa
Findlay. We also provide hotel and travel packages.

On February 25, 2001, we entered into a Consulting Agreement with Palm Beach
Consulting Corp. Palm Beach Consulting Corp. is owned and operated by Jack
Stein, the husband of our director, Michele Albo. Under the agreement, we pay
Palm Beach Consulting $650 per month as rent for a showroom and storage space
for our inventory sold on WWW.TIMEBEAT4TEENS.COM. The space is approximately 300
square feet. Palm Beach Consulting has also agreed to provide consulting
services on an as needed basis for compensation to be determined. The term of
the agreement is one year.

In July 2001, we entered into a Perfume Agreement with Palm Beach Perfumery,
Inc., whereby Palm Beach Perfumery will process and distribute our first two
fragrances. We have selectively test marketed the fragrances over the last two
months, and we are in the process of applying for trademark protection. We
anticipate launching our fragrances in October 2001.

CUSTOMERS

We market our Web sites to a broad range of customers that vary in age and
geographic location. To date, we have had limited sales to a limited number of
customers. Our e-commerce Web site, WWW.TIMEBEAT.COM, targets the affluent
consumer and avid watch collector. Our informational Web site,
www.watchzone.net, is also for the avid watch collector and enthusiast. Our new
Web site, WWW.TIMEBEAT4TEENS.COM, targets the young adult market age group
between 10 to 24 years old. By cross-promoting our Web sites, we hope to
increase our customer base.

KEY ALLIANCES AND RELATIONSHIPS

We intend to establish additional relationships with a number of companies to
accelerate the adoption of our brand name and our services. We believe that
establishing strategic relationships will facilitate our brand awareness and
provide early access to emerging technologies and new customers. Some of our
existing relationships include the following:

        o         DealTime.com, which is an independent comparison shopping
                  service that lists products and prices from our competitors;
                  and

        o         WeddingNetwork.com, which is a comprehensive wedding resource
                  Web site designed to assist couples in planning weddings.

SALES AND MARKETING

We believe that traditional retailers for luxury and premium products in the
United States today can be grouped as follows:

        o         High-end department stores and jewelry stores that often
                  strive to provide a high level of customer service and a
                  knowledgeable sales staff, but typically offer a limited
                  selection of mid-range to high-end products;

        o         National department stores that tend to carry broad selections
                  of low-end to mid-range products from brands that are
                  complementary to the stores' other offerings, but typically
                  offer limited product-specific customer service;


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        o         Specialty and single brand stores, which are retail locations
                  that carry a broad selection of specific product categories,
                  but are limited to the geographic region in which the few
                  physical stores are located; and

        o         Boutiques, which are small stores, often located in malls,
                  that generally carry a selection of the latest trends in
                  lower-priced fashion products and accessories.

We believe that traditional store-based retailers face a number of the following
challenges in providing a satisfactory shopping experience for buyers of luxury
and premium products:

        o         Limited Selection. Selection is limited because physical
                  retail space limits the number of styles and the amount of
                  product inventory that may be carried by any one store. In
                  addition, the significant carrying costs of physical inventory
                  in multiple store locations require traditional store- based
                  retailers to focus their product selection on the most popular
                  products which produce the highest inventory turns, further
                  limiting consumer selection.

        o         High Operating Cost. Traditional store-based retailers have a
                  high operating cost. Most of the leading luxury and premium
                  product retailers are located either in the most exclusive and
                  expensive shopping locales or in high-cost retail outlets or
                  malls, both of which must be in close proximity to the target
                  consumers. The location of these retailers is directly
                  attributed to serving customers who are willing to physically
                  visit their stores. Traditional retailers sell luxury products
                  often at a significantly higher price than wholesale to cover
                  the high operating cost. As a result, consumers ultimately pay
                  for the higher costs of the retail store.

        o         Time Constraints. The needs and time commitments of consumers
                  are changing. Increasingly, luxury goods are appealing to a
                  broader, more time-constrained consumer base that is not
                  willing or able to spend the time necessary to shop in
                  traditional store-based retail locations.

        o         Limited Knowledge. In many cases, consumers are served by
                  employees with limited knowledge regarding the features of the
                  products they sell, whether due to high employee turnover,
                  limited training or other factors.

Put simply, traditional store-based retailers can only serve those consumers who
have convenient access to their stores. The store-based retailers must open new
stores to serve additional geographic areas, resulting in significant
investments in inventory, physical space, leasehold improvements and the hiring
and training of store personnel. We believe these challenges limit the
traditional store-based retailers from offering an extensive selection of luxury
and premium products, a broad geographic coverage and convenient access, and a
staff which is sufficiently knowledgeable. We believe consumers often do not
find shopping for luxury and premium products to be a convenient or enjoyable
experience.

Our online store is designed to provide consumers with a convenient and
enjoyable shopping experience in a Web- based retail environment. The key
components are:

         o        Broad Product Selection. We offer a broad selection of luxury
                  and premium products which would be economically and
                  physically difficult to offer in a traditional store. This
                  allows us to efficiently adjust our product mix and
                  merchandising strategy. We offer a selection from several
                  leading brands, in addition to brands which are difficult to
                  find in traditional retail outlets. We believe that our wide
                  selection and competitive prices increase the likelihood of a
                  purchase.

         o        Product Information. Our Web sites display detailed product
                  descriptions and product photos. Our goal is to provide the
                  consumer with product information to assist the consumer in
                  making an educated and satisfactory purchase.


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         o        Customer Service.  We are committed to providing customers
                  with a high level of personalized service.  Our customer
                  service representatives are available over the telephone and
                  through e-mail, and are trained to answer a broad array of
                  questions regarding product styles, features, technical
                  specifications, as well as product recommendations. Before
                  shipping a product, we inspect each product, and in the case
                  of watches, set the time and date for the customer. In
                  addition, we offer complimentary gift-wrapping and same-day
                  shipping on orders placed before 4:00 p.m. Eastern Standard
                  Time and free standard overnight shipping in the United
                  States. We offer a 60-day return policy on new watches, and a
                  30-day return policy on all other products to ensure customer
                  satisfaction. We also offer our watch customers a
                  certification of authenticity, repair and battery replacement
                  services and a Timebeat.com warranty for the length of the
                  manufacturer's warranty plus an additional two years.

         o        Geographic Location.  By selling online, we are able to sell
                  reach consumers throughout the U.S. and worldwide. Consumers
                  are able to go to one location and find an extensive selection
                  of products and information as compared to visiting several
                  stores with limited product offerings.

We believe that the importance of brand recognition will increase as more
companies engage in commerce over the Internet. The development and awareness of
the Timebeat.com brand will depend largely on our ability to allocated our
resources to successfully develop and implement effective advertising and
marketing efforts. We will not be successful in promoting and maintaining our
brand if customers do not perceive us as an effective channel for purchases.

RESEARCH AND DEVELOPMENT

We do not spend a significant amount of time or money on research and
development. Instead, we rely heavily on third parties for essential business
operations, including: Internet access; development of software for new Web site
features; content; and telecommunications. Our Web sites are hosted through the
following companies:

         o        www.timebeat.com is hosted by Beyond Solutions Inc. in St.
                  Joseph, Missouri;

         o        www.watchzone.net is hosted by HyperMart Network in Seattle,
                  Washington; and

         o        www.timebeat4teens.com is hosted by Advances.com in Fort
                  Lauderdale, Florida.

We have limited control over these third parties, and we are not their only
client. We may not be able to maintain satisfactory relationships with any of
them on acceptable commercial terms. We cannot be certain that the quality of
products and services that they provide may remain at the levels needed to
enable us to conduct our business effectively.

COMPETITION

The e-commerce and Web site industries on the Internet are intensely
competitive, highly fragmented and rapidly changing. There are many individuals
and companies which are engaged in these businesses, some of which are very
large, companies with substantial capabilities and long-term earning records.
Some of our competitors include Ashford.com for watches and jewelry, eBay.com
for auctions, and Alloy.com for the young adult market. We expect future
competition to intensify given the relative ease with which new Web sites can be
developed.

We also compete with traditional outlets and high-end department stores such as
Saks Fifth Avenue and Neiman Marcus, jewelers such as Zales and national
department stores such as Macy's. We also compete with manufacturers of our
products that decide to sell directly to the customers, either through physical
retail outlets or through an online store. Traditional store-based retailers
also enable customers to see and feel products in a manner that is not possible
over the Internet.

We believe the following are the principal competitive factors in our markets:


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         o        brand recognition;

         o        selection;

         o        convenience of location;

         o        order delivery performance;

         o        customer service; and

         o        price.

Many of our current and potential traditional store-based and online competitors
have longer operating histories and larger customer or user bases. This, in
turn, means that they have greater brand recognition and significantly greater
resources than we do. Many of these current and potential competitors can devote
substantially more resources to Web site and systems development than we can. In
addition, larger, well-established companies may acquire, invest in or form
joint ventures with our online competitors. Our competitors may be able to
secure products from vendors on more favorable terms, fulfill customer orders
more efficiently and adopt more aggressive pricing or inventory policies than we
can. There can no assurance that we will be successful in our operations.

GOVERNMENT REGULATION

There are currently few laws or regulations that apply directly to the Internet.
Due to the increasing popularity of the Internet, it is possible that a number
of local, state, national or international laws and regulations may be adopted
with respect to issues such as the pricing of services and products,
advertising, user privacy, intellectual property, information security, or
anti-competitive practices over the Internet. In addition, tax authorities in a
number of states are currently reviewing the appropriate tax treatment of
companies engaged in Internet commerce. New state tax regulations may subject us
to additional state sales, use, and income taxes. Because our business is
dependent on the Internet, the adoption of any such laws or regulations may
decrease the growth of Internet usage or the acceptance of Internet commerce
that could, in turn, decrease the demand for our services and increase costs or
otherwise have a material adverse effect on our business, results of operations,
and financial condition. To date, we have not spent significant resources on
lobbying or related government affairs issues, but we may need to do so in the
future.

POTENTIAL ACQUISITIONS

FRONTLINE PERFORMANCE, INC.

On April 12, 2001, we entered into a letter of intent with Frontline
Performance, Inc., a California corporation ("Frontline") that designs apparel
for professional dancers and cheerleaders, and for those with an active
lifestyle. Under the letter of intent, we have the right to acquire Frontline by
exchanging 312,500 shares of our common stock for all of the issued and
outstanding shares of Frontline. If we acquire Frontline, we will also have to
pay US$200,000 which would be used to reduce Frontline's debt.

Our possible acquisition of Frontline is contingent upon our satisfactory due
diligence review. As part of our review, we will require audited financial
statements and key-employee agreements, which may include the issuance of stock
options and warrants. We anticipate we will complete our due diligence by
December 2001. If we are satisfied with our review, we will enter into a formal
share exchange agreement that will contain customary terms and provisions for
similar acquisitions. We are not obligated in any way to acquire Frontline.

MYBLUE FISH, INC.

On May 2, 2001, we entered into a letter of intent with MyBlue Fish, Inc., a
Florida corporation that designs and manufacturers active wear apparel for
women. Under the letter of intent, we have the right to acquire MyBlue Fish

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or its assets at a price to be determined. Our possible acquisition of MyBlue
Fish is contingent upon our satisfactory due diligence review. As part of our
review, we will require audited financial statements and key- employee
agreements, which may include the issuance of stock options and warrants. We
anticipate we will complete our due diligence by December 2001. If we are
satisfied with our review, we anticipate that our payment may consist of cash,
shares of our common stock or warrants, or a combination thereof, and the formal
agreement will contain customary terms and provisions for similar acquisitions.
We are not obligated in any way to acquire MyBlue Fish.

EMPLOYEES

As of October 5, 2001, we had 1 part-time employee and a number of part-time
seasonal contractors and consultants. None of our employees are covered by a
collective bargaining agreement. We believe our relations with our employees
are good.

PRINCIPAL OFFICES

Our corporate headquarters are located in Vancouver, Canada, where we occupy
approximately 800 square feet on a month-to-month basis.  We pay rent to an
affiliate of $850 a month, and we believe our relationship with our affiliated-
landlord is good.

We are renting office and storage space from our affiliate, Watch Central
Corporation. Under the Letter of Intent dated March 5, 1999, we pay Watch
Central Corporation US$2,000 a month for space located in New York, New York.
This office is occupied primarily by our President, Alex Vileshin, and we also
maintain our inventory of jewelry at this location as well.

We are also renting space in Palm Beach Gardens, Florida. On February 25, 2001,
we entered into a Consulting Agreement with Palm Beach Consulting Corp. Palm
Beach Consulting Corp. is owned and operated by Jack Stein, the husband of our
director, Michele Albo. Under the agreement, we pay Palm Beach Consulting $650
per month as rent for a showroom and storage space for our inventory to be sold
on www.timebeat4teens.com. The space is approximately 300 square feet. Palm
Beach Consulting has also agreed to provide consulting services on an as needed
basis for compensation to be determined. The term of the agreement is one year.


ITEM 2.     DESCRIPTION OF PROPERTY.
--------------------------------------------------------------------------------


Although we are no longer a mineral exploration company, we still own the JD
Gold-Silver Property. The JD Gold- Silver Property consists of 33 mineral claims
on approximately 25,203 acres. The JD Gold-Silver Property is located in the
Toodoggone area of the Omineca Mining District in north-central British
Columbia, Canada, and is approximately 180 miles north of the town of Smithers.
The property lies within the Omineca Mountains in N.T.S. 94E/06 and is centered
on 57 26' N 127 09' W.

The JD Gold-Silver property is located in the central part of a
northwest-trending, 50 mile by 20 mile belt of early Jurassic volcanic rocks
known as the Toodoggone Formation (Carter, 1972) . The Toodoggone Formation is a
sub-aerial pyroclastic assemblage of andesitic to dacite composition which
hosts a number of gold-silver deposits. These deposits occur as fissure veins,
quartz stockwork, breccia zones, and zones of silicification. Principal ore
minerals include argentite, electrum, native gold, and silver and lesser
chalcopyrite, galena, and sphalerite.

We acquired the property in 1993. In 1994, we performed detailed geological
mapping, soil and rock sampling, induced polarization surveys, and drilled 32
diamond drill holes totaling 6,800 feet. Our assays in 1994 were fire assayed
atomic analysis, and where warranted by mineralization, were subject to
gravometric assays. In 1996 we completed a delineation drilling program
consisting of 58 diamond drill holes totaling 19,998 feet. Additional drilling,
induced polarization and magnetometer surveys were also completed. Our assays in
1995, 1996, and 1997 were fire assayed atomic analysis except, where warranted
by mineralization, were further assayed using metallic screen analysis. Initial
fire assays and metallic screen assays were undertaken by Ecotech Laboratories
of


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Kamloops of British Columbia, and metallic screen assays and check or duplicate
fire assays were undertaken by Loring Laboratories of Calgary, Alberta.

The JD Gold-Silver Property was never in production and, consequently, we never
received operating income or cash flow from this property, or any other mineral
property which we hold or held. We will continue our reclamation activities and
monitor the price of gold and market conditions to determine if it is in our
best interests to maintain or abandon the JD Gold-Silver Property.


ITEM 3.     LEGAL PROCEEDINGS.
--------------------------------------------------------------------------------


Except for the following, there are no legal proceedings pending and, to the
best of our knowledge, there are no legal proceedings contemplated or
threatened: a claim has been made against us by our previous landlord for rent
in the amount of Cdn$21,008. We are disputing the claim, and the amount of loss
cannot be reasonably estimated. We have not accrued an amount in our financial
statements, and any loss will be accounted for in the period in which the loss
can be reasonably estimated. There are no pending legal proceedings relating to
this claim.

In July 2001, we were served with a Writ of Summons filed by Welsh Engineering
in the Supreme Court in British Columbia, Canada. Welsh Engineering was retained
by us and Antares Mining and Exploration Company under an oral agreement to
perform reclamation work on our properties in British Columbia, Canada. Welsh
Engineering has been paid approximately Cdn$400,000 from both of us, and claims
that we still owe them Cdn$89,488.44. We have accrued a liability in the amount
of Cdn$35,000 and believe this amount to be adequate.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
--------------------------------------------------------------------------------


Not Applicable










                                       10

<PAGE>



                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
--------------------------------------------------------------------------------


Our common stock is traded on the over-the-counter bulletin board ("OTCBB")
under the symbol "TMBT", and had also been traded on the Canadian Venture Stock
Exchange f/k/a the Vancouver Stock Exchange under the symbol "TBE". We were
cleared for trading on the OTCBB on June 3, 1994, and received our first quote
in April 1998. We were de-listed in April 1999, and we voluntarily became a
reporting company in October 1999, at which time we were again cleared for
trading on the OTCBB. The following table sets forth the range of high and low
closing bid quotations of our common stock for each fiscal quarter since April
1998:

                                                      Bid or Trade Prices
                                                            (U.S. $)
1999 Fiscal Year                                    High                Low

Quarter Ending 06/30/98.......................     $0.50              $0.375
Quarter Ending 09/39/98.......................     $0.437              $0.14
Quarter Ending 12/31/98.......................     $0.20               $0.10
Quarter Ending 03/31/99.......................     $0.80               $0.11

2000 Fiscal Year                                    High                Low

Quarter Ending 06/30/99.......................      n/a                 n/a
Quarter Ending 09/30/99.......................      n/a                 n/a
Quarter Ending 12/31/99.......................     $1.50               $0.51
Quarter Ending 03/31/00.......................     $2.00               $0.75

2001 Fiscal Year                                    High                Low

Quarter Ending 06/30/00.......................     $2.00               $0.50
Quarter Ending 09/30/00.......................     $0.88               $0.50
Quarter Ending 12/31/00.......................     $0.75               $0.34
Quarter Ending 03/31/01.......................     $0.50               $0.25

The above quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

During the last two fiscal years, we have not declared cash dividends on our
common stock and we do not anticipate that dividends will be paid in the
foreseeable future.

As of October 2, 2001, the closing price for our common stock on the OTCBB was
$0.40, and there were 166 record holders of our common stock.


                                       11

<PAGE>



The following table sets forth the range of high and low closing bid quotations
of our common stock on the Canadian Venture Stock Exchange for each calendar
quarter since 1995:

                                                      Bid or Trade Prices
                                                            (Cdn $)
1995 Fiscal Year                                    High                Low

Quarter Ending 06/30/94.......................       n/a                n/a
Quarter Ending 09/30/94.......................       n/a                n/a
Quarter Ending 12/31/94.......................       n/a                n/a
Quarter Ending 03/31/95.......................      $1.75              $1.06

1996 Fiscal Year                                    High                Low

Quarter Ending 06/30/95.......................      $3.25              $1.15
Quarter Ending 09/30/95.......................      $5.50              $1.10
Quarter Ending 12/31/95.......................      $1.50              $0.60
Quarter Ending 03/30/96.......................      $2.30              $1.10

1997 Fiscal Year                                    High                Low

Quarter Ending 06/30/96.......................      $2.52              $1.40
Quarter Ending 09/30/96.......................      $2.24              $1.10
Quarter Ending 12/31/96.......................      $1.44              $0.70
Quarter Ending 03/30/97.......................      $1.45              $0.87

1998 Fiscal Year                                    High                Low

Quarter Ending 06/30/97.......................      $1.29              $0.79
Quarter Ending 09/30/97.......................      $1.15              $0.66
Quarter Ending 12/31/97.......................      $0.90              $0.50
Quarter Ending 03/30/98.......................      $0.89              $0.56

1999 Fiscal Year                                    High                Low

Quarter Ending 06/30/98.......................      $0.80              $0.65
Quarter Ending 09/30/98.......................      $0.92              $0.20
Quarter Ending 12/31/98.......................      $0.39              $0.12
Quarter Ending 03/30/99.......................      $1.05              $0.16

2000 Fiscal Year                                    High                Low

Quarter Ending 06/30/99.......................      $1.58              $0.55
Quarter Ending 09/30/99.......................      $3.44              $1.39
Quarter Ending 12/31/99.......................      $2.95              $0.85
Quarter Ending 03/30/00.......................      $3.05              $1.50

2001 Fiscal Year                                    High                Low

Quarter Ending 06/30/00.......................      $1.99              $0.60
Quarter Ending 09/30/00.......................      $1.40              $0.60
Quarter Ending 12/31/00.......................      $1.40              $0.42

On December 28, 2000, we voluntarily delisted our common stock from trading on
the Canadian Venture Stock Exchange.

                                       12

<PAGE>




ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
--------------------------------------------------------------------------------

SELECTED FINANCIAL DATA

The balance sheet and income statement data shown below were derived from our
audited consolidated financial statements. The data is stated in United States
Dollars and our audited consolidated financial statements were prepared in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP"), with comments for United States readers on Canada-U.S. reporting
conflict. We prepared our financial statements in Canadian GAAP because we are
required to make annual filings with the British Columbia Securities Commission
and, at the time of the audit, we were a corporation organized under the
Territory of Yukon, Canada. We expect to use U.S. GAAP in preparing next year's
audit.

You should read this data in conjunction with the following Management's
Discussion and Analysis or Plan of Operation, as well as our consolidated
financial statements and notes thereto, included elsewhere in this filing.

<TABLE>
<CAPTION>

                                    Year                      Year                  Year
                                    Ended                     Ended                 Ended
                                    3/31/01                   3/31/00               3/31/99
<S>                                 <C>                       <C>                   <C>
CANADIAN GAAP
Sales                               $57,287                   $142,734              $ -
Net Loss                            $(4,172,557)              $(476,167)            $(414,501)
Loss Per Share (1)                  $(0.26)                   $(0.03)               $(0.03)
Weighted Ave Shares*                16,269,808                15,645,918            13,933,067
Dividends                           nil                       nil                   nil
Total Assets(2)                     $403,157                  $4,368,400            $3,517,784
Shareholder Equity                  $88,280                   $4,171,828            $3,451,481
Deferred Exploration
Costs (2)                           $1                        $3,403,195            $3,432,555


U.S. GAAP
Weighted Ave Shares*                16,269,808                15,645,918            13,933,067
Net Loss                            $(1,446,171)              $(3,494,494)          $(407,677)
Loss Per Share (1)                  $(0.09)                   $(0.22)               $(0.03)
Total Assets(2)                     $403,156                  $965,205              $85,229
Shareholder  Equity                 $88,729                   $768,633              $18,926
Deferred Exploration
Costs (2)                           $(1)                      $(3,403,195)          nil
</TABLE>

* Stock Options, Warrants, and other similar instruments are considered to be
common stock equivalents at all times. However, as the inclusion of common stock
equivalents have the effect of decreasing the loss per share, common stock
equivalents are excluded from the Net Loss Per Share computation.

(1) The United States Financial Accounting Standards Board has issued Statement
of Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for
Stock-Based Compensation", and the Emerging Issues Task Force Consensus in Issue
No. 96-18 ("EITF 96-18"), Accounting for Equity Instruments that are Issued to
Other Than Employees for Acquiring or in Conjunction with Selling, Goods or
Services," which became effective for fiscal years beginning after December 15,
1995. This statement encourages, but does not require companies to record the
compensation cost for stock-based employee compensation plans at fair value at
the grant date. We have chosen to adopt SFAS No. 123 and EITF 96-18 in
accounting for our stock options plan. Canadian GAAP does not require the
reporting of any stock-based compensation expenses in the financial statements.



                                       13

<PAGE>

(2) Under Canadian GAAP all exploration expenses related to mineral properties
and areas of geological interest are deferred until the properties to which they
relate are placed into production sold or abandoned. Under U.S. GAAP these
exploration costs are not capitalized but expensed as incurred.


TRANSLATION OF FOREIGN CURRENCIES

Effective March 31, 2000, we changed our functional currency from the Canadian
dollar to the U.S. dollar. Prior year figures have been restated through a
translation of convenience whereby the amounts have been translated using the
exchange rate prevailing at March 31, 2000 of US$0.6878 to CDN$1. Our monetary
assets and liabilities that are denominated in foreign currencies are translated
at the rate of exchange at the balance sheet date. Non-monetary assets and
liabilities are translated at exchange rates prevailing at the transaction date.
Revenue and expenses are translated at the average rate. Exchange gains and
losses arising on translation are included in our statement of operations.
During the fiscal year ended March 31, 2001, we incurred a foreign exchange loss
of $23,589, as compared to $12,162 for the year ended 2000.

OVERVIEW

We were incorporated in the Province of British Columbia, Canada on May 23,
1986. In September 1999, we re-incorporated in the Yukon Territory, Canada, and
we changed our name from AGC Americas Gold Corp. to Timebeat.com Enterprises
Inc. We own and operate several Internet Web sites which primarily cater to
people who have an interest in clothing, fragrances, fine watches, jewelry,
high-end gift and other luxury items.

In early 1993, we entered into the mineral exploration business to acquire,
explore, and if warranted, develop mineral properties. We have acquired and
subsequently abandoned several mineral properties in pursuit of this business.
During the fiscal year ended March 31, 2001, we discontinued our mineral
exploration activities and wrote-down accumulated expenditures to $1 in order to
focus our efforts on our Internet operations.

In March 1999, we entered the Internet and e-commerce business. In November
1999, we launched our first Web site, WWW.TIMEBEAT.COM. This is an e-commerce
Web site that markets and sells watches and jewelry, and we intend to offer
high-end gift items and other luxury items. In December 1999, in order to
increase content and awareness of WWW.TIMEBEAT.COM, we acquired our second Web
site, WWW.WATCHZONE.NET. This is an informational Web site which allows
consumers the ability to gather and exchange information in chat forums and from
existing publications, news and press releases, manufacturer's literature, and
product demonstrations and evaluations.

In September 2000, we launched our auction component of www.timebeat.com which
offers an auction and authentication of time pieces, jewelry and special
products. We offer a twelve month assurance guarantee for our buyers, which we
believe will increase their confidence in making a purchase. We authenticate the
products and issue a certificate of authenticity on each purchase. Our buyers
are able to review an independent appraisal of the product being purchased on
the auction site. If a buyer is not satisfied at any time within 30 days from
the date of purchase, a full refund will be made.

In June 2001, we launched our new Web site called WWW.TIMEBEAT4TEENS.COM. This
Web site is an e-commerce site that sells jewelry, watches, music, clothing and
related items to the young adult market age group between 10 to 24 years old. We
believe that by cross-promoting our Web sites, we may be able to reach both
parents and their children. We have established relationships with various teen
magazines to assist us in the marketing of our web site.

We have only generated minimal revenues since our inception in 1986. As of March
31, 2001, we had an accumulated deficit of $9,293,019. We have suffered
significant losses from operations, require additional financing, and need to
continue our exploration activities and the development of our Internet
e-commerce businesses. Ultimately we need to generate sufficient revenues and
successfully attain profitable operations. Our present operations do not
generate sufficient revenues to cover our expenses. We cannot provide assurance
that we




                                       14

<PAGE>

will be able to do so. These factors, among others, raise substantial and
compelling doubt about our ability to continue as a going concern.

YEAR ENDED MARCH 31, 2001 COMPARED TO YEAR ENDED MARCH 31, 2000

TOTAL REVENUE. We incurred a net loss of $4,172,557 for the year ended March 31,
2001, as compared to a net loss of $476,167 for the year ended March 31, 2000.
The substantial increase in net loss was attributable to our abandonment and
write off of mineral properties in the amount of $3,612,537. Our sales revenue
dropped from $142,734 for year ended March 31, 2000, to $57,287 for year ended
2001. We believe the decrease was attributable to more competition on the
Internet and our competitors being able to sell similar products below our cost
of goods. Our gross margin, less cost of goods sold, was $22,192 for the year
ended March 31, 2001, as compared to $1,485 for year ended 2000. This increase
was attributable to our continued shift in emphasis from the sale of items which
have lower profit margins to items which have higher profit margins. Revenue
from the sale of fine gold jewelry and watches is recognized when the goods are
shipped and received.

COST OF REVENUE. The cost of goods sold consisted primarily of the cost of the
products, and included such items as inbound and outbound shipping costs. Cost
of goods sold is comprised exclusively from the acquisition cost of the
merchandise sold, licenses and any import duties. Our inventory is valued at the
lower of cost and net realizable value.

OTHER REVENUE.   We generated interest income of $17,772 for the year ended
March 31, 2001, as compared to $10,411 for the year ended 2000.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Our general and administrative
expenses were $599,984 for the year ended March 31, 2001, as compared to
$488,063 for year ended 2000. We expense Web site development expenditures in
the year incurred. The increased expenditures were due to maintaining our two
Web sites (www.timebeat.com and www.watchzone.net) and the design of our third
Web site WWW.TIMEBEAT4TEENS.COM, as compared to only one Web site for comparable
2000 period. This expense is reflected in higher wages which increased from
$24,375 for year ended 2000 to $76,513 for the year ended March 31, 2001. The
wages were primarily attributable to the development of www.timebeat4teens.com.
Professional fees also increased from $21,936 for the year ended March 31, 2000
to $81,713 for year ended 2001. The additional legal and accounting fees were
attributable to becoming a United States issuer, our change of domicile, and our
investment agreement with Swartz, including the filing of our registration
statement on Form SB-2. The trend for higher professional fees is expected until
our registration statement is declared effective by the Securities and Exchange
Commission and upon completion of our change of domicile.

WRITE-OFF OF MINERAL PROPERTIES. Due to the continued low price of gold and our
change of domicile from a Canadian company to a U.S. company, during the year
ended March 31, 2001 we expensed all previously capitalized costs associated
with our mineral properties under Canadian GAAP. This added $3,612,537 to our
net loss for the year ended March 31, 2001.

YEAR ENDED MARCH 31, 2000 COMPARED TO YEAR ENDED MARCH 31, 1999

TOTAL REVENUE. We generated revenues of $142,734 for the year ended March 31,
2000, which were our only revenues since inception in 1986. The revenues
consisted of products sales and are net of sales or promotional discounts.

COST OF REVENUE. The revenues were offset by cost of goods sold of $141,249,
leaving a gross margin of $1,485. The cost of goods sold consisted primarily of
the cost of the products, and included such items as inbound and outbound
shipping costs. Due to our limited operating history and the seasonality of our
sales, we are unable to estimate future sales or trends at this time with any
reasonable degree of certainty.



                                       15

<PAGE>


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Our general and administrative
expenses were $488,063 for the year ended March 31, 2000, as compared to
$172,612 for the same period 1999. We expense administrative expenditures in the
year incurred. The increase in expenses were generally attributable to the
development and operation of our Web sites.

LIQUIDITY AND CAPITAL RESOURCES

The cash requirements of funding our operations and expansion have exceeded cash
flow from operations. We have satisfied our capital needs primarily through debt
and equity financing.

During the year ended March 31, 2001, we used cash of $594,151 for our operating
activities, as compared to $508,013 for the year ended 2000. The increase was
attributable to the development of WWW.TIMEBEAT4TEENS.COM. We received proceeds
of $129,050 from the issuance of our common stock and share subscriptions during
the year ended 2001, as compared to $1,196,514 for the year ended March 31,
2000. Our cash used in investing activities was $92,257 for the year ended March
31, 2001, as compared to $132,310 for the year ended 2000, which consisted
primarily of expenditures on our mineral properties. The mineral property
expenditures were related to reclamation of prior exploration activities.

At March 31, 2001, we had working capital of $48,750, as compared to $604,611 at
March 31, 2000. The decrease in working capital was attributable to continued
losses and reclamation expenditures.

FINANCIAL CONDITION

Our total assets decreased from $4,368,400 at March 31, 2000 to $403,157 at
March 31, 2001. The decrease primarily attributable to the write-off of our
mineral properties.

CAPITAL ASSETS

Our capital assets are recorded at cost and are amortized over their estimated
useful lives. We use a declining balance method per annum as follows: office
equipment 20%, computer equipment 30%, and computer software 30%. For the year
ended March 31, 2001, our capital assets had a total net book value of $23,337.

SEASONALITY

The sale of fine watches, jewelry, high-end gift and other luxury items is
seasonal in nature, with cash flows typically peaking in the fall and winter
months and reaching their lows in the summer and spring months. We expect future
sales to follow this pattern. Accordingly, comparisons of quarterly information
of our results of operations may not be indicative of our overall performance.

PLAN OF OPERATION

MINERAL EXPLORATION. During the fiscal year ended March 31, 2001, we
discontinued our mineral exploration activities and wrote-down accumulated
expenditures to $1. We still own two properties and estimate the cost of
reclamation to be approximately $50,000. We do not anticipate that we will
purchase any significant equipment or hire any employees during the next twelve
months. Instead, we anticipate retaining the services of contractors and other
third parties to assist us in these endeavors. We propose to maintain our
interest in these properties and find a joint venture partner. The cost of
maintaining these properties is less than US$10,000 per year for the next few
years. We will continue to monitor the price of gold and market conditions to
determine if it is in our best interests to maintain or abandon our remaining
properties.

INTERNET WEB SITES. During the fiscal year ended 2001, we entered into a number
of agreements and alliances which had a positive impact on our Web sites'
traffic. To date, however, they have not yet significantly impacted sales. We
believe this may be due in part to the seasonal nature of luxury items and
because WWW.WATCHZONE.NET,



                                       16

<PAGE>

which generated most of the traffic, is not an e-commerce site. Our sales
revenue dropped from $142,734 for year ended March 31, 2000, to $57,287 for year
ended 2001. We believe the decrease was attributable to more competition on the
Internet and our competitors being able to purchase similar items at lower
costs.

For the next twelve months, we intend to focus our resources and efforts on
increasing sales and traffic on our newest Internet Web site,
WWW.TIMEBEAT4TEENS.COM.  We will continue our efforts to provide superior
service, extended product warranties, establish a high placement with the
various search engines, create brand awareness with the intent to leverage that
awareness by launching additional Web sites, and to expand into other areas
which may offer a higher gross profit margin potential.

In the long-term, we will focus on establishing additional strategic alliances
and continuing our marketing and advertising to accelerate the adoption of our
brand name and services. We do not expect to purchase any significant equipment
during the next twelve months. We may hire full-time employees if we grow during
the next twelve months and if we able to sell shares of our common stock to
Swartz.

CHANGE OF DOMICILE. On August 14, 2001, our shareholders approved to change our
domicile from the Yukon Territory to the State of Wyoming, and thereafter to the
State of Nevada. We are in the process of completing the transaction and
becoming a Nevada corporation. We believe there are several reasons for the
change of domicile. Under the investment agreement with Swartz, we may issue and
sell up to an aggregate amount of US$25,000,000 of common stock from time to
time during a three-year period. Although we do not know the extent to which we
will utilize this method of financing, the investment agreement requires that we
issue shares of common stock prior to receiving payment. This is not permitted
by the corporate laws of the Yukon Territory, but it is permitted by the
corporate laws of the State of Nevada. In addition, we no longer have a
significant connection with Canada. Our operations take place outside of Canada
and the majority of our shareholders reside in the United States. Also, we
believe the change of domicile will improve our access to the capital markets
within the United States and should enhance our ability to attract
highly-skilled employees.

POTENTIAL ACQUISITIONS. We anticipate we will complete our due diligence review
of Frontline Performance, Inc. and MyBlue Fish by December 2001. As part of our
review, we will require audited financial statements and key- employee
agreements, which may include the issuance of stock options and warrants. If we
are satisfied with our reviews, we will enter into a formal agreements that will
contain customary terms and provisions for similar acquisitions. We are not
obligated in any way to acquire Frontline or MyBlue Fish.

ADDITIONAL FUNDING

As of March 31, 2001, we had a working capital surplus of $48,750. In April
2001, we completed a private placement of 1,400,000 shares and 1,400,000
warrants which generated gross proceeds of $630,000. Certain officers and
directors participated in this private placement. The cost to complete our
objectives relating to the Web sites and our ongoing operation costs are
extensive. For these reasons, we believe we have sufficient working capital for
the next nine (9) months.

As a result, we will need external financing to implement our plan of
operations. On November 16, 2000, as amended and restated on April 10, 2001, we
entered into an investment agreement with Swartz Private Equity, LLC. The
investment agreement entitles us to issue and sell our common stock from time to
time for up to an aggregate of US$25 million. This financing allows us to issue
common stock at our discretion as often as monthly as funds are needed in
amounts based upon certain market conditions, and subject to an effective
registration statement. The pricing of each common stock sale is based upon 93%
of the current market prices at the time of each put, or current market price
minus $0.075, whichever is lesser, and we may set a floor price for the shares
at our discretion. As consideration for the investment agreement, we granted
warrants to Swartz Private Equity, LLC to purchase 760,000 and 144,000 shares
exercisable at $0.75 per share until July 10, 2005. On April 19, 2001, we filed
a selling shareholder registration statement on Form SB-2 to register the resale
of the shares of common stock subject to the Investment Agreement with Swartz
and for several non-related selling shareholders, as well as the shares issuable
upon exercise of the warrants by Swartz.





                                       17

<PAGE>

There is no assurance that this financing arrangement will enable us to
implement our long-term growth strategy. Accordingly, our sources of financing
are uncertain if the desired proceeds from the Investment Agreement with Swartz
are not obtained. Our failure to obtain additional financing when needed could
result in delay or the indefinite postponement of one or both of our business
divisions.


ITEM 7.     FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------

Please refer to the pages beginning with F-1.


ITEM 8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS  ON ACCOUNTING AND
            FINANCIAL DISCLOSURE.
--------------------------------------------------------------------------------

Effective July 21, 2001, we changed our independent auditors from Campbell
Saunders & Company, Vancouver, British Columbia, Canada, to Davidson & Company,
Vancouver, British Columbia, Canada. The change was not related to the
competence, practices and procedures of Campbell Saunders & Company.

At that time, we were in the process of seeking shareholder approval to change
our domicile from the Yukon Territory, Canada, to the State of Nevada, United
States. Campbell Saunders & Company had informed us that it does not represent
or audit U.S. companies. Davidson & Company does represent and audit U.S.
companies and it has agreed to be our independent auditors. Our board of
directors has approved the engagement Davidson & Company.

Campbell Saunders & Company audited our financial statements for the years ended
March 31, 1999 and 2000. Campbell Saunders & Company's report for such periods
does not contain an adverse opinion or disclaimer of opinion, nor was the report
qualified or modified as to uncertainty, audit scope or accounting principles,
except for: (i) our ability to continue as a going concern, and (ii) the
differences between Canadian Generally Accepted Accounting Principles and U.S.
Generally Accepted Accounting Principles. There were no disagreements with
Campbell Saunders & Company on any matter of accounting principles or practices,
financial statements disclosure, or auditing scope procedure, which
disagreements, if not resolved to the satisfaction of Campbell Saunders &
Company, would have caused such firm to make reference to the subject matter of
the disagreements in connection with its reports on our financial statements. In
addition, there were no such events as described under Item 304 of Regulation
S-B during the fiscal years ended March 31, 1999 and 2000 or through to July 21,
2001.

We have not consulted with Davidson & Company as to (i) our registration
statement filed on Form SB-2; (ii) the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on our financial statements, and no written or oral
advice was provided that was an important factor considered by us in reaching a
decision as to an accounting, auditing or financial reporting issue.





                                       18

<PAGE>



                                    PART III

ITEM 9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL   PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
--------------------------------------------------------------------------------

EXECUTIVE OFFICERS AND DIRECTORS

Our officers and directors are:

         Name                        Age      Title(s)
         ----                        ---      --------

         Alexander Vileshin          37       Chief Executive Officer, President
                                              and Director since August 1999

         Thomas L. Crom III          45       Director since September 1996
                                              Secretary since August 1999

         Michele Albo                40       Director since August 1999


Our directors are elected by the shareholders and our officers are appointed
annually by our board of directors. Vacancies in our board are filled by the
board itself. Our officers and directors receive no compensation for their
services. Set forth below are brief descriptions of the recent employment and
business experience of our officers and directors.

ALEXANDER VILESHIN, CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR. Mr.
Vileshin has over 18 years experience in the watch industry. From February 1981
through July 1995, Mr. Vileshin was employed by Tourneau, Inc., located in New
York, New York, which is an international watch and jewelry retailer. Mr.
Vileshin started with Tourneau, Inc. as a watch technician and left in 1995 as
Vice-President in charge of Estate Sales. He was responsible for all estate and
used watch purchases and managed over 70 individuals in three departments which
had annual sales in excess of US $15 million. From 1995 until present, Mr.
Vileshin has served as Vice-President, Marketing & Creative Development for
Joseph Edwards Inc., a New York City based retailer of Swiss watches and other
luxury items. At Joseph Edwards Inc., Mr. Vileshin is responsible for marketing,
sales, purchasing, inventory control and management information systems. He was
also responsible for the design, supervision and building of their flagship
store in New York City. Mr. Vileshin attended Queens College, a school of
computer science in New York City for two years and did not receive a degree. He
also attended technical and trade education in courses offered by Rolex USA,
Ebel, Bulova School, NAWC and Baume & Mercier.

THOMAS L. CROM III, SECRETARY AND DIRECTOR. Thomas Crom is currently a director
of three public U.S. companies: Dragon Diamond Corp., a mineral exploration
company with offices in Payson, Arizona, Anthem Inc., a non-active corporation
with offices in Payson, Arizona, and Popmachine.com Corp., a Web site that
focuses on the music industry with offices in Payson, Arizona. Mr. Crom earned a
Bachelor of Science in Commerce with a major in business from Santa Clara
University in 1977, and a Masters of Science from Golden Gate University in
1983. Since 1993, Mr. Crom has been a self-employed consultant and provided
services to the mining industry as well as other public companies. From 1989 to
1993 he served in various senior management positions with other public
companies.

MICHELE ALBO, DIRECTOR. Ms. Albo earned an Bachelor of Arts from the State
University at Buffalo in 1982. Ms. Albo has over 15 years experience in the
watch and jewelry industry. From 1989 through 1997, Ms. Albo was a manager at
Tourneau, Inc. in the watch accessories division which had annual revenues in
excess of US $5,000,000 per year. She was responsible for inventory,
distribution and importing, and hiring, training and supervising a staff of 40
individuals. From 1997 to present, Ms. Albo has been a self employed consultant
to the watch and jewelry industry.


                                       19

<PAGE>



KEY EMPLOYEES

TERRY ALLISON, VICE-PRESIDENT. Under an Employment Agreement dated November 1,
2000, we employed Mr. Allison for a term of two years, and have an option to
extend the term for another two years. Mr. Allison is responsible for the
Internet watch division. Under the agreement, we paid Mr. Allison US$1,500 for
his previous Web site repair services, and also agreed to pay Mr. Allison a
salary of $3,500 per month. In addition, we agreed to pay Mr. Allison an amount
equal to 10% of the pre-tax profit for watch sales from the Colorado retail
location and sales via the Watchzone.net Web site for each fiscal year during
the term of the agreement.

From March 1995 to September 2000, Mr. Allison was the president of Deck Stars,
Inc., a company that designs and builds decks in Littleton, Colorado. From June
1990 to March 1995, he was a sales manager at Bally Total Fitness, a health club
located in Arvada, Colorado. Although Mr. Allison did not earn a degree, he
attended classes at Pueblo Community College, Pueblo, Colorado in 1990, classes
at Red Rocks Community College, Lakewood, Colorado in 1992, and classes at
Arapahoe Community College, Littleton, Colorado in 1993.

CARA SANTIAGO, VICE-PRESIDENT, MARKETING. Under an Employment Agreement dated
July 1, 2001, we employed Ms. Santiago part-time for a term of one year. Ms.
Santiago is responsible for marketing WWW.TIMEBEAT4TEENS.COM. Under the
agreement, we are required to issue 100,000 shares of our common stock at the
rate of 25,000 shares every three months. In addition, Ms. Santiago was granted
an option to purchase up to 200,000 shares of our common stock at the price of
$0.32 per share.

From January 2001 to present, Ms. Santiago serves as a self-employed marketing
consultant. From October 1999 to January 2001, she was in charge of online and
retail marketing for Steve Madden Inc., New York, New York, which is a publicly
traded company in the business of selling shoes. From April 1995 to October
1999, Ms. Santiago was an account manager at Saatchi & Saatchi, an international
advertising company located in Rochester, New York. Although she has not earned
a degree, Ms. Santiago has attended classes at Empire University of New York and
Rochester Institute of Technology.

CONFLICTS OF INTEREST

Members of our management are associated with other firms involved in a range of
business activities. Consequently, there are potential inherent conflicts of
interest in their acting as officers and directors of our company. Insofar as
the officers and directors are engaged in other business activities, we
anticipate they will devote only a minor amount of time to our affairs.

Our officers and directors are now and may in the future become shareholders,
officers or directors of other companies which may be formed for the purpose of
engaging in business activities similar to us. Accordingly, additional direct
conflicts of interest may arise in the future with respect to such individuals
acting on behalf of us or other entities. Moreover, additional conflicts of
interest may arise with respect to opportunities which come to the attention of
such individuals in the performance of their duties or otherwise. We do not
currently have a right of first refusal pertaining to opportunities that come to
our attention and may relate to our business operations.

Our officers and directors are, so long as they are our officers or directors,
subject to the restriction that all opportunities contemplated by our plan of
operation which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities of, and be made
available to us and the companies that they are affiliated with on an equal
basis. A breach of this requirement will be a breach of the fiduciary duties of
the officer or director. If we or the companies in which the officers and
directors are affiliated with both desire to take advantage of an opportunity,
then said officers and directors would abstain from negotiating and voting upon
the opportunity. However, all directors may still individually take advantage of
opportunities if we should decline to do so. Except as set forth above, we have
not adopted any other conflict of interest policy with respect to such
transactions.

As of October 2, 2001, we did not have any standing audit, nominating, or
compensation committees of our board of directors.


                                       20

<PAGE>




SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and
directors, and persons who own more than 10% of a registered class of our equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and greater than 10%
percent shareholders are required by SEC regulation to furnish us with copies of
all Section 16(a) forms they file. To our knowledge, these reports have not been
filed.


ITEM 10.    EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------

Executive Compensation

The following table sets forth information for all persons who have served as
the chief executive officer of the Company during the last completed fiscal
year. No disclosure need be provided for any executive officer, other than the
CEO, whose total annual salary and bonus for the last completed fiscal year did
not exceed $100,000. Accordingly, no other executive officers of the Company are
included in the table.

<TABLE>
                           SUMMARY COMPENSATION TABLE

<CAPTION>

                                        ANNUAL COMPENSATION                      LONG TERM COMPENSATION
                             ----------------------------------------- -------------------------------------------
                                                                                  AWARDS                PAYOUTS
                                                         ------------- -----------------------------  ------------
                                                             OTHER                      SECURITIES
  NAME AND                                                  ANNUAL       RESTRICTED     UNDERLYING                  ALL OTHER
  PRINCIPAL                                                COMPENSA-        STOCK        OPTIONS/         LTIP       COMPEN-
  POSITION         YEAR       SALARY ($)     BONUS ($)     TION ($)     AWARD(S) ($)     SARS (#)       PAYOUTS    SATION ($)
-------------  ------------  ------------  ------------- ------------- --------------- -------------  ------------ -----------
<S>                <C>         <C>             <C>            <C>             <C>         <C>              <C>         <C>
Alexander          2001        $24,500         $0.00          (1)<F1>         0              0             0           (1)<F1>
Vileshin (1)<F1>   2000        $31,500         $0.00          (1)<F1>         0           286,000          0           (1)<F1>
-------------  ------------  ------------  ------------- ------------- --------------- -------------  ------------ -----------
<FN>
---------------

(1)<F1>  Under an agreement dated March 5, 1999 with Watch Central Corporation,
         a company controlled by Mr. Vileshin, Watch Central Corporation
         provides consulting services in exchange for US$3,000 per month, plus
         reasonable expenses. In addition, we pay Watch Central Corporation
         US$2,000 per month in rent. We paid Watch Central Corporation a total
         of $41,787 for rent and wages during fiscal year ended 2000, and
         $76,975 during fiscal year ended 2001. During the fiscal year ended
         2001, we sold $26,812 of merchandise to Watch Central Corporation and
         purchased $9,054 of merchandise from Watch Central Corporation. Watch
         Central Corporation owed us $32,084 as of March 31, 2001, and $24,972
         as of March 31, 2000. These receivables were the result of sales. We
         owed Watch Central $61,367 as of March 31, 2001 and $111,748 as of
         March 31, 2000, primarily as a result of consulting fees, wages, web
         hosting, and other expenses. Joseph Edwards, a company under the
         significant influence of Mr. Vileshin, owed us $39,370 as of March 31,
         2001 and $39,440 as of March 31, 2000 as a result of sales. We owed
         Joseph Edwards $39,440 as of March 31, 2001 and 2000 as a result of
         sales made to Joseph Edwards. During fiscal 2001 and 2000, we made
         purchases of $9,054 and $128,868, respectively, of merchandise from
         Watch Central Corporation. There were no purchases from Watch Central
         during fiscal 1999. We also paid Watch Central $24,500 in fiscal 2001
         and $31,500 in fiscal 2000 as a management fee for the services of Mr.
         Vileshin. This is reflected as salary in the above table. There were no
         other transactions between us and Watch Central Corporation during the
         fiscal years ended 2000 and 1999.

</FN>
</TABLE>

Other than the above and the arrangements described in Item 12. Certain
Relationships and Related Transactions, we do not pay monetary compensation to
our officers and directors, nor do we compensate our directors for attendance at
meetings. We do reimburse our officers and directors for reasonable expenses
incurred during the course of their performance. There are no employment
agreements with any of our executive officers, and we have no longer-term
incentive or medical reimbursement plans. We anticipate offering some form of
incentive-based monetary compensation in the future.



                                       21

<PAGE>


<TABLE>

                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>

                                                                                 NUMBER OF         VALUE OF UNEXERCISED
                                                                                UNEXERCISED            IN-THE-MONEY
                                                                            OPTIONS/SARS AT FY-     OPTIONS/SARS AT FY-
                              SHARES ACQUIRED ON                            END (#) EXERCISABLE/   END ($) EXERCISABLE/
NAME                             EXERCISE (#)         VALUE REALIZED ($)       UNEXERCISABLE           UNEXERCISABLE
--------------------------- ----------------------  ---------------------- ----------------------  ---------------------
<S>                                   <C>                     <C>                 <C>                       <C>
Alexcander Vileshin                   -0-                     -0-                 590,000/0                 0/0
--------------------------- ----------------------  ---------------------- ----------------------  ---------------------
</TABLE>

Stock Option Plans

On August 20, 1999, we established a new stock option plan. Under the plan, our
board of directors may from time to time grant up to 3,200,000 options to
purchase shares of our common stock. The options may be granted to our officers,
directors, employees or consultants. As of March 31, 2001, we granted a total of
1,921,000, options, leaving 1,279,000 options available under the plan. All
options granted prior to August 20, 1999 were rolled into the new stock option
plan.

The following table provides certain option, warrant and rights information
(whether vested or not) as to the officers and directors individually, and as a
group, as of October 2, 2001:

<TABLE>
<CAPTION>

                                      TITLE OF         NUMBER OF         DATE       EXERCISE PRICE
NAME OF HOLDER                       SECURITIES        SECURITIES      OF GRANT        IN CDN $       EXPIRATION DATE
--------------                       ----------        ----------      --------        --------       ---------------
<S>                                   <C>              <C>             <C>              <C>              <C>

Alexander Vileshin                    Options           304,000        03/08/99         $0.77            03/08/04
   Director & President                                  50,000        06/01/99         $1.03            06/01/04
                                                        236,000        09/30/99         $0.76            09/30/04

Michele Albo                          Options           295,000        09/30/99         $0.76            09/30/04
   Director                           Warrants          100,000        09/27/01         $0.45            01/12/03

Thomas L. Crom                        Options           300,000        08/16/99         $0.76            08/16/04
   Director & Secretary               Warrants           75,000        06/13/01         $0.45            01/12/03

Officers & directors as a group       Options          1,185,000
(3 persons)                           Warrants          175,000

</TABLE>


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------------------------

         The following table sets forth certain information known to us with
respect to the beneficial ownership of our common stock on October 2, 2001, by
each officer and director, and all officers and directors as a group, as well as
all persons who own greater than 5% of our outstanding shares:

<TABLE>
<CAPTION>
                                                        NUMBER OF SHARES                  PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER (1)<F1>                       BENEFICIALLY OWNED                BENEFICIALLY OWNED (2)<F2>

<S>                                                        <C>                                    <C>
Thomas L. Crom III                                         485,000 (3)<F3>                        2.6%
P.O. Box 9
Payson, Arizona 85547-0009

Michele Albo                                               560,000 (4)<F4>                        3.0%
2720 Hancock Creek Road
West Palm Beach, Florida  33411


                                       22

<PAGE>


<CAPTION>
                                                        NUMBER OF SHARES                  PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER (1)<F1>                       BENEFICIALLY OWNED                BENEFICIALLY OWNED (2)<F2>

<S>                                                       <C>                                     <C>


Alexander Vileshin                                         621,500 (5)<F5>                        3.3%
235 E. 40th Street, Apt. 34II
New York, New York 10016

All executive officers and directors as a                 1,666,500 (6)<F6>                       8.6%
group (3 persons)

---------------
<FN>
(1)<F1>  To our knowledge, except as set forth in the footnotes to this table
         and subject to applicable community property laws, each person named in
         the table has sole voting and investment power with respect to the
         shares set forth opposite such person's name.

(2)<F2>  Percentages before issuance are based on 17,999,370 shares of common
         stock outstanding as of October 2, 2001. Where the persons listed on
         this table have the right to obtain additional shares of common stock
         within 60 days from October 2, 2001, these additional shares are deemed
         to be outstanding for the purpose of computing the percentage of class
         owned by such persons, but are not deemed to be outstanding for the
         purpose of computing the percentage of any other person.

(3)<F3>  Includes 375,000 shares issuable upon exercise of stock options and
         warrants.

(4)<F4>  Includes 395,000 shares issuable upon exercise of stock options and
         warrants.

(5)<F5>  Includes 590,000 shares issuable upon exercise of stock options.

(6)<F6>  Includes 1,360,000 shares issuable upon exercise of the stock options
         and warrants.

</FN>
</TABLE>


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------------------------------------------------------------------------------

Other than as disclosed in Item 10. Executive Compensation, which discusses the
transactions between us and Alexander Vileshin, and his affiliated companies,
and below, none of our present directors, officers or principal shareholders,
nor any family member of the foregoing, nor, to the best of our information and
belief, any of our former directors, senior officers or principal shareholders,
nor any family member of such former directors, officers or principal
shareholders, has or had any material interest, direct or indirect, in any
transaction, or in any proposed transaction which has materially affected or
will materially affect us.

HENRY MEYER, FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER. In February 1998,
invoices totaling Cdn$87,962 were discovered to have been improperly submitted
and paid to a company controlled by Mr. Meyer. We disallowed those invoices, Mr.
Meyer resigned on February 28, 1998, and the money was subsequently returned to
us. We have since implemented financial controls which require the approval of
at least two directors or officers before our checks can be issued.

DONALD NICHOLSON, FORMER DIRECTOR AND CHIEF EXECUTIVE OFFICER. Under an
agreement dated March 5, 1998, MTI Holdings, a company controlled by Mr.
Nicholson, provided management services in exchange for Cdn$5,000 per month,
plus reasonable expenses. The agreement terminated on August 20, 1999. We paid
Cdn$12,500 for fiscal year 1998, Cdn$48,300 for 1999, and Cdn$17,500 for 2000.

ROBERT G. MCMORRAN, FORMER DIRECTOR. Under an agreement dated August 27, 1998,
Malaspina Consultants Inc., a company controlled by Mr. McMorran, provides
accounting, administrative, investor relations and financial consulting services
in exchange for Cdn$4,000 per month, plus reasonable expenses. We also pay
Malaspina Consultants Inc. Cdn$850 per month as rent. We paid Cdn$26,400 for
fiscal year 1999, Cdn$57,085 for 2000, and Cdn$51,500 for 2001 exclusive of
payments for rent. The following table provides certain option information of
Robert McMorran as of March 31, 2001:

                                       23

<PAGE>



       NUMBER OF SHARES      GRANT DATE   EXERCISE PRICE        EXPIRATION DATE

           64,000             09/30/99        $0.22                09/30/04

Malaspina Consultants Inc. exercised a total of 64,000 options in July and
August 2001.

MICHELE ALBO, DIRECTOR. Under a written agreement with Ms. Albo, she provides
consulting services in exchange for a compensation based on her time not to
exceed US$1,500 per month, plus reasonable expenses. We paid Ms. Albo a total of
$15,600 during the fiscal year ended 2000 and $27,500 during the fiscal year
ended 2001. During fiscal 2001 we also paid Ms. Albo rent of $5,300 to store
inventory for the teensite. There were no rent payments in fiscal 2000 or 1999.
As of March 31, 2001, we owed Ms. Albo a total of $1,988 of which $1,000 was for
services and $988 was for expenses.

THOMAS L. CROM, III, SECRETARY AND DIRECTOR. Under a written agreement with
Eureka Ventures Inc., a company wholly-owned by Mr. Crom III, he provides
consulting services in exchange for compensation based on his time which ranges
between US$1,000 to US$3,500 per month, plus reasonable expenses. We paid Mr.
Crom III a total of US$12,500 during the fiscal year 2001, $15,600 during the
fiscal year 2000, and a total of $17,200 in 1999. As of March 31, 2001, Mr. Crom
owed us $3,000. During fiscal 2001 we paid Eureka Ventures Inc., a company
wholly-owned by Mr. Crom, Cdn$36,000 in consulting fees and rent of $2,250.

PALM BEACH CONSULTING CORP. On February 25, 2001, we entered into a Consulting
Agreement with Palm Beach Consulting Corp. Palm Beach Consulting Corp. is owned
and operated by Jack Stein, the husband of our director, Michele Albo. Under the
agreement, we pay Palm Beach Consulting $650 per month as rent for a showroom
and storage space for our inventory to be sold on WWW.TIMEBEAT4TEENS.COM. The
space is approximately 300 square feet. Palm Beach Consulting has also agreed to
provide consulting services on an as needed basis for compensation to be
determined. The term of the agreement is one year. For the fiscal year ended
March 31, 2001, we paid Palm Beach rent of $650.



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


(A)  EXHIBITS:

<TABLE>
<CAPTION>

   REGULATION
   S-B NUMBER                                         EXHIBIT
<S>                      <C>

       3.1               Certificate of Name Change and Ordinary and Special Resolution.(1)<F1>

       3.2               Certificate of Incorporation and Memorandum.(1)<F1>

       4.1               VSE acceptance dated January 3, 1996 of Private Placement announced
                         October 25, 1994.(1)<F1>

       4.2               VSE acceptance dated January 9, 1996 of Private Placement announced
                         November 5, 1995 and November 23, 1996.(1)<F1>

       4.3               VSE acceptance dated June 6, 1997 of Private Placement announced
                         February 2, 1997.(1)<F1>

       4.4               Sample Purchase Warrants.(1)<F1>

       4.5               Sample Purchase Options.(1)<F1>

      10.1               Letter Agreement dated October 10, 1993 between the Company and
                         Energex Minerals Ltd. regarding the JD Property (Amendment).(1)<F1>

      10.2               Agreement dated July 7, 1994 between the Company and Floralynn
                         Investments Ltd.(1)<F1>


                                       24

<PAGE>


<CAPTION>

   REGULATION
   S-B NUMBER                                         EXHIBIT
<S>                      <C>


      10.3               Letter Agreement dated September 30, 1994 between the Company and
                         Energex Minerals Ltd.(1)<F1>

      10.4               Letter Agreement dated April 13, 1995 between the Company and David
                         Ford.(1)<F1>

      10.5               Consulting Agreement dated September 15, 1995 between the Company and
                         Founder's Group Management Ltd.(1)<F1>

      10.6               Agreement dated January 10, 1996 between the Company and Energex
                         Minerals Ltd.(1)<F1>

      10.7               Agreement dated June 14, 1996 between the Company and Energex Minerals
                         Ltd.(1)<F1>

      10.8               Agreement dated December 6, 1996 between the Company and Cheni
                         Resources Inc. and Meota Resources Corp.(1)<F1>

      10.9               Joint Venture Agreement dated August 1, 1997 between the Company and
                         Antares Mining and Exploration Corporation.(1)<F1>

     10.10               Minerals Property Earn-In Agreement dated July 17, 1997 between the
                         Company and Antares Mining and Exploration Corporation.(1)<F1>

     10.11               1994 Drilling Results. (1)<F1>

     10.12               1995 Drilling Results.(1)<F1>

     10.13               1996 Drilling Results.(1)<F1>

     10.14               Maps of the Company's Properties.(1)<F1>

     10.15               Flow-Through Funding and Renunciation Agreement dated May 10, 1996
                         between the Company and Henry A. Meyer.(1)<F1>

     10.16               Flow-Through Funding and Renunciation Agreement dated May 10, 1996
                         between the Company and John Peterson.(1)<F1>

     10.17               Flow-Through Funding and Renunciation Agreement dated May 10, 1996
                         between the Company and Kenneth A. Thompson.(1)<F1>

     10.18               Flow-Through Funding and Renunciation Agreement dated December 21,
                         1995 between the Company and Sandy Lynn Gammon.(1)<F1>

     10.19               Flow-Through Funding and Renunciation Agreement dated December 21,
                         1995 between the Company and Lorraine McWilliams.(1)<F1>

     10.20               Flow-Through Funding and Renunciation Agreement dated December 21,
                         1995 between the Company and Thomas Mitchell.(1)<F1>

     10.21               Flow-Through Funding and Renunciation Agreement dated December 21,
                         1995 between the Company and Janet Thompson.(1)<F1>

     10.22               Flow-Through Funding and Renunciation Agreement dated December 21,
                         1995 between the Company and Olza Tien.(1)<F1>

     10.23               Stock Option Plan dated August 29, 1999.(3)<F3>


                                       25

<PAGE>



<CAPTION>

   REGULATION
   S-B NUMBER                                         EXHIBIT
<S>                      <C>

     10.24               Letter of Intent dated March 5, 1999, between the Company, Watch Central
                         Corporation and Timebeat.com Inc.(3)<F3>

     10.25               Agreement dated December 14, 1999 between the Company, Watchzone.net
                         Inc., the management of Watchzone.net Inc., and Timebeat.com Inc.(3)<F3>

     10.26               Form of Investment Agreement between the Company and Swartz Private
                         Equity, LLC.(2)<F2>

     10.27               Timebeat.com Asset Acquisition Agreement of Watchzone.net and
                         Watchzone.tv, and Employment Agreement dated November 1, 2000 (3)<F3>

     10.28               Malaspina Consultants Inc. Term Sheet office lease dated August 27,
                         1998.(3)<F3>

     10.29               Consulting Agreement with Palm Beach Consulting Corp. dated February 25,
                         2001(3)<F3>

     10.30               Amended and Restated Investment Agreement between the Company and
                         Swartz Private Equity dated April 10, 2001(3)<F3>

     10.31               Amended and Restated Registration Rights Agreement between the Company
                         and Swartz Private Equity dated April 10, 2001(3)<F3>

     10.32               Form of Commitment Warrants(3)<F3>

     10.33               Amended and Restated Warrant Antidilution Agreement between the
                         Company and Swartz Private Equity dated April 10, 2001(3)<F3>

     10.34               Letter of Intent between Timebeat.com Enterprises Inc. and Frontline
                         Performance, Inc. dated April 12, 2001(3)<F3>

     10.35               Consulting Agreement with Eureka Ventures Inc. dated January 1, 2001.

     10.36               Consulting Agreement with Michele Albo dated June 1, 1999.

---------------------
<FN>

(1)<F1>  Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended March 31, 1999, file no.
         0-29260.
(2)<F2>  Incorporated by reference to our Quarterly Report for the period ended September 30, 2000, file no. 0-29260.
(3)<F3>  Incorporated by reference to our Registration Statement on Form SB-2, file no. 0-29260.

</FN>

</TABLE>

(B)  REPORTS ON FORM 8-K:  None.

                                       26

<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
                                         TIMEBEAT.COM ENTERPRISES INC.


Dated: October 8, 2001                   By:  /s/ ALEXANDER VILESHIN
                                            ------------------------------------
                                            Alexander Vileshin, President

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                                       DATE
<S>                                                  <C>                                         <C>

                                                     Chief Executive Officer, President and
/S/ ALEXANDERN VILESHIN                              Director (Principal Executive and
--------------------------------------------
Alexander Vileshin                                   Accounting Officer)                         October 8, 2001



                                                     Director, Secretary and Principal
/S/ THOMAS L. CROM                                   Financial Officer                           October 8, 2001
--------------------------------------------
Thomas L. Crom



                                                     Director                                    October __, 2001
--------------------------------------------
Michele Albo


</TABLE>


                                       27

<PAGE>











                          TIMEBEAT.COM ENTERPRISES INC.


                        CONSOLIDATED FINANCIAL STATEMENTS
                      (EXPRESSED IN UNITED STATES DOLLARS)


                                 MARCH 31, 2001
















                                      F-1

<PAGE>




DAVIDSON & COMPANY      Chartered Accountants
                                     A Partnership of Incorporated Professionals
--------------------------------------------------------------------------------


                                AUDITORS' REPORT

To the Shareholders of
Timebeat.Com Enterprises Inc.

We have audited the consolidated balance sheet of Timebeat.Com  Enterprises Inc.
as  at  March  31,  2001  and  the   consolidated   statements  of   operations,
shareholders'  equity and cash flows for the year then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the financial  position of the Company as at March 31, 2001
and the  results of its  operations  and its cash flows for the year then ended,
expressed in United  States  dollars,  in  accordance  with  Canadian  generally
accepted accounting principles.

The  audited  consolidated  balance  sheet as at March 31,  2000 and the audited
consolidated  statements of operations,  shareholders' equity and cash flows for
the years  ended March 31, 2000 and 1999 were  examined  by other  auditors  who
expressed an opinion  without  reservation  on those  statements in their report
dated August 14, 2000.

                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

July 23, 2001

                COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA -
                             U.S. REPORTING CONFLICT

In the United States,  reporting  standards for auditors require the addition of
an  explanatory  paragraph  (following  the  opinion  paragraph)  when  there is
substantial doubt about a company's ability to continue as a going concern.  The
accompanying  financial statements have been prepared on the basis of accounting
principles applicable to a going concern which assumes the realization of assets
and discharge of liabilities  in the normal course of business.  As discussed in
Note 1 to the accompanying  financial statements and in respect of the Company's
substantial  losses  from  operations,  substantial  doubt  about the  Company's
ability to  continue  as a going  concern  exists.  The  accompanying  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Our report to the shareholders,  dated July 23, 2001, is expressed in accordance
with  Canadian  reporting  standards  which do not  permit a  reference  to such
uncertainty in the auditors' report when the uncertainty is adequately disclosed
in the financial statements.

                                                            "DAVIDSON & COMPANY"

Vancouver, Canada                                          Chartered Accountants

July 23, 2001

                          A Member of SC INTERNATIONAL
                          ============================

     Suite 1200, Stock Exchange Tower, 609 Granville Street, P.O. Box 10372,
                 Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
                   Telephone (604) 687-0947 Fax (604) 687-6172



                                      F-2
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED BALANCE SHEET
(Expressed in United States dollars)
AS AT MARCH 31

<TABLE>
<CAPTION>
====================================================================================================================

                                                                                           2001                2000
--------------------------------------------------------------------------------------------------------------------

<S>                                                                             <C>                 <C>
ASSETS

CURRENT
    Cash and equivalents                                                        $        35,044     $       592,402
    Receivables                                                                         144,787             124,934
    Inventory                                                                           182,546              83,847
    Prepaid expenses                                                                      1,250                  -
                                                                                ---------------     ---------------

                                                                                        363,627             801,183

RESTRICTED TERM DEPOSITS (Note 3)                                                        12,692             140,999
INVESTMENT IN WATCHZONE WEB-SITES                                                         3,500                  -
MINERAL PROPERTIES (Note 4)                                                                   1           3,403,195
CAPITAL ASSETS (Note 5)                                                                  23,337              23,023
                                                                                ---------------     ---------------

                                                                                $       403,157     $     4,368,400
====================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT
    Accounts payable and accrued liabilities                                    $       274,836     $       196,572
    Share subscriptions received                                                         40,041                  -
                                                                                ---------------     ---------------

                                                                                        314,877             196,572
                                                                                ---------------     ---------------

SHAREHOLDERS' EQUITY
    Capital stock (Note 6)
       Authorized
          100,000,000 common shares, without par value
       Issued
          March 31, 2000 - 16,217,202 common shares
          March 31, 2001 - 16,511,204 common shares                                   9,381,299           9,292,290
    Deficit                                                                          (9,293,019)         (5,120,462)
                                                                                ---------------     ---------------

                                                                                         88,280           4,171,828
                                                                                ---------------     ---------------

                                                                                $       403,157     $     4,368,400
====================================================================================================================
</TABLE>

NATURE AND CONTINUANCE OF OPERATIONS (Note 1)
CONTINGENCIES AND COMMITMENTS (Note 7)
ON BEHALF OF THE BOARD:


                                Director                                Director
--------------------------------          ------------------------------


        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      F-3
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
(Expressed in United States dollars)
YEAR ENDED MARCH 31

<TABLE>
<CAPTION>
==============================================================================================================

                                                                   2001               2000               1999
--------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                <C>                <C>


SALES                                                   $        57,287    $       142,734    $            -

COST OF GOODS SOLD                                              (35,095)          (141,249)                -
                                                        ---------------    ---------------    ---------------

GROSS MARGIN                                                     22,192              1,485                 -


GENERAL AND
ADMINISTRATIVE EXPENSES (Schedule)                             (599,984)          (488,063)          (172,612)
                                                        ---------------    ---------------    ---------------


LOSS BEFORE OTHER ITEMS                                        (577,792)          (486,578)          (172,612)
                                                        ---------------    ---------------    ---------------


OTHER ITEMS
    Interest income                                              17,772             10,411              9,994
    Write-down of mineral properties                         (3,612,537)                -            (251,883)
                                                        ---------------    ---------------    ---------------

                                                             (3,594,765)            10,411           (241,889)
                                                        ---------------    ---------------    ---------------


LOSS FOR THE YEAR                                            (4,172,557)          (476,167)          (414,501)


DEFICIT, BEGINNING OF YEAR                                   (5,120,462)        (4,644,295)        (4,229,794)
                                                        ---------------    ---------------    ---------------


DEFICIT, END OF YEAR                                    $    (9,293,019)   $    (5,120,462)   $    (4,644,295)
===============================================================================================================


LOSS PER SHARE                                          $       (0.26)     $       (0.03)     $       (0.03)
===============================================================================================================


WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                16,269,808         15,645,918         13,933,067
===============================================================================================================
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      F-4
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES
(Expressed in United States dollars)
YEAR ENDED MARCH 31

<TABLE>
<CAPTION>
===========================================================================================================

                                                                2001               2000               1999
-----------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>                <C>


Advertising                                          $        23,831    $        87,010    $            -
Amortization                                                   7,407              3,898              1,413
Bad debts                                                     20,097                 -                  -
Foreign exchange loss                                         23,589             12,162                 -
Management and consulting fees                               132,371            135,470             63,842
Office, secretarial and administration                        16,216             16,340             24,838
Professional fees                                             81,713             21,936             29,969
Rent                                                          36,836             26,559             11,147
Salaries and wages                                            76,513             24,375                 -
Telephone, fax and utilities                                  18,871             14,350             11,566
Transfer agent and regulatory fees                            17,063             12,202             10,347
Travel, marketing and investor relations                      85,097             92,975             19,490
Web-site development and maintenance                          60,380             40,786                 -
                                                     ---------------    ---------------    ---------------

                                                     $       599,984    $       488,063    $       172,612
===========================================================================================================

</TABLE>








        The accompanying notes are an integral part of these consolidated
                             financial statements.



                                      F-5
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in United States dollars)
YEAR ENDED MARCH 31

<TABLE>
<CAPTION>
========================================================================================================================

                                                                             2001               2000               1999
------------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the year                                             $    (4,172,557)   $      (476,167)   $      (414,501)
    Items not affecting cash:
       Amortization                                                         7,407              3,898              1,413
       Write-down of mineral properties                                 3,612,537                 -             251,883

    Changes in non-cash working capital items (Note 9)                    (41,538)           (35,744)            15,303
                                                                  ---------------    ---------------    ---------------

    Cash used in operating activities                                    (594,151)          (508,013)          (145,902)
                                                                  ---------------    ---------------    ---------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds on issuance of common shares                                  89,009          1,203,186              8,357
    Share issuance costs                                                       -              (6,672)                -
    Share subscriptions received                                           40,041                 -                  -
                                                                  ---------------    ---------------    --------------

    Cash provided by financing activities                                 129,050          1,196,514              8,357
                                                                  ---------------    ---------------    ---------------


CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in web-site                                                 (3,500)                -                  -
    Expenditures on mineral properties, net                              (209,343)           (32,541)          (231,303)
    Acquisition of capital assets                                          (7,721)           (20,672)            (5,793)
    Restricted term deposits                                              128,307            (79,097)           110,048
                                                                  ---------------    ---------------    ---------------

    Cash used in financing activities                                     (92,257)          (132,310)          (127,048)
                                                                  ---------------    ---------------    ---------------


CHANGE IN CASH AND EQUIVALENTS FOR THE YEAR                              (557,358)           556,191           (264,593)


CASH AND EQUIVALENTS, BEGINNING OF YEAR                                   592,402             36,211            300,804
                                                                  ---------------    ---------------    ---------------


CASH AND EQUIVALENTS, END OF YEAR                                 $        35,044    $       592,402    $        36,211
========================================================================================================================


CASH PAID DURING THE YEAR FOR:
    Interest expense                                              $            -     $            -     $            -
    Income taxes                                                               -                  -                  -
========================================================================================================================
</TABLE>


SUPPLEMENTAL DISCLOSURE FOR CASH FLOWS (Note 9)


        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      F-6
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Expressed in United States dollars)

<TABLE>
<CAPTION>
================================================================================================================================

                                                                      Issued
                                                         ---------------------------------

                                                                  Number
                                                               of Shares            Amount           Deficit              Total
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>               <C>                <C>

BALANCE, MARCH 31, 1998                                       13,907,917   $     8,073,663   $    (4,229,794)   $     3,843,869

  Issued for cash
     Exercise of options                                          45,000             8,357                -               8,357
  Issued for acquisition of mineral properties                   100,000            13,756                -              13,756
  Loss for the year                                                   -                 -           (414,501)          (414,501)
                                                         ---------------   ---------------   ---------------    ---------------

BALANCE, MARCH 31, 1999                                       14,052,917         8,095,776        (4,644,295)         3,451,481

  Issued for cash
     Exercise of options                                         988,000           496,248                -             496,248
     Exercise of warrants                                        738,000           468,791                -             468,791
     Private placement                                           438,285           231,475                -             231,475
  Loss for the year                                                   -                 -           (476,167)          (476,167)
                                                         ---------------   ---------------   ---------------    ---------------

BALANCE, MARCH 31, 2000                                       16,217,202         9,292,290        (5,120,462)         4,171,828

  Issued for cash
     Exercise of options                                           5,000             2,308                -               2,308
     Private placement                                           289,002            86,701                -              86,701
  Loss for the year                                                   -                 -         (4,172,557)        (4,172,557)
                                                         ---------------   ---------------   ---------------    ---------------

BALANCE, MARCH 31, 2001                                       16,511,204   $     9,381,299   $    (9,293,019)   $        88,280
================================================================================================================================

</TABLE>






        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      F-7
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================


1.       NATURE AND CONTINUANCE OF OPERATIONS

         The Company's  principal  business  activity  includes the operation of
         e-commerce  retail  web-sites  specializing  in sales of watches,  fine
         jewelry as well as clothing  and related  products  for teens and young
         adults.

         During  the  current  year,  the  Company  decided to  discontinue  the
         exploration of its mineral properties and, accordingly,  the Company is
         no longer considered to be an exploration stage Company.

         These   consolidated   financial   statements  have  been  prepared  in
         accordance with generally Canadian accepted accounting principles, with
         the assumption  that the company will be able to realize its assets and
         discharge its  liabilities in the normal course of business rather than
         through a process of forced  liquidation.  Continued  operations of the
         Company are  dependent on the  Company's  ability to receive  continued
         financial  support,  complete  public  equity  financing,  or  generate
         profitable operations in the future.

         =======================================================================

                                                           2001            2000
         -----------------------------------------------------------------------

         Deficit                                 $   (9,293,019) $   (5,120,462)
         Working capital                                 48,750         604,611
         =======================================================================



2.       SIGNIFICANT ACCOUNTING POLICIES

         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

         These   consolidated   financial   statements  have  been  prepared  in
         accordance  with Canadian  generally  accepted  accounting  principles,
         which are materially  different from United States  generally  accepted
         accounting principles.  Information with respect to differences between
         generally  accepted  accounting  principles  in Canada  and the  United
         States is provided in Note 12.

         PRINCIPLES OF CONSOLIDATION

         These  consolidated  financial  statements  include the accounts of the
         Company  and  its  wholly-owned   subsidiary,   Timebeat.com  Inc.  All
         significant   inter-company   balances  and   transactions   have  been
         eliminated.

         FOREIGN CURRENCY TRANSLATION AND REPORTING CURRENCY

         The monetary assets and liabilities of the Company that are denominated
         in foreign  currencies  are  translated  at the rate of exchange at the
         balance sheet date. Revenues and expenses are translated at the average
         exchange  rate for the year.  Exchange  gains  and  losses  arising  on
         translation are included in the statement of operations.

         As a  result  of the  Company  focusing  on its  e-commerce  activities
         through its wholly-owned  subsidiary in the United States,  the Company
         changed its reporting and functional  currency from the Canadian dollar
         to the  United  States  dollar  effective  March 31,  2000.  Prior year
         figures have been restated through a translation of convenience whereby
         the amounts have been translated  using the exchange rate prevailing at
         March 31, 2000.  The exchange  rate at March 31, 2000 was  US$0.6878 to
         CDN$1.


                                      F-8
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================


2.       SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)


         INVENTORY

         Inventory is valued at the lower of cost and net realizable value.

         WEBSITE DEVELOPMENT

         Expenditures for website development are expensed as incurred. Costs of
         acquisition are capitalized.

         CAPITAL ASSETS

         Capital  assets are  recorded  at cost less  accumulated  amortization.
         Amortization is provided for using the following methods:

              Office equipment                 20% declining balance
              Computer equipment               30% declining balance
              Computer software                30% declining balance

         MINERAL PROPERTIES

         The Company  records its interests in mineral  properties  and areas of
         geological   interest  at  cost.  All  direct  costs  relating  to  the
         acquisition of these interests are capitalized on the basis of specific
         claim blocks or areas of geological  interest  until the  properties to
         which they relate are placed into  production,  sold or abandoned.  The
         costs  will be  amortized  over  the  proven  reserves  of the  related
         property following commencement of production.  Proceeds received, as a
         result of the sale of a mineral  property,  will be applied against the
         book  value of the  property.  Any  revenue  received  in excess of the
         property's book value will be included in income at that time.

         DEFERRED EXPLORATION COSTS

         The Company  defers all direct  exploration  costs  relating to mineral
         properties  and areas of geological  interest  until the  properties to
         which they relate are placed into production,  sold or abandoned. These
         costs  will be  amortized  over the  proven  reserves  of the  property
         following commencement of production.

         VALUES

         The amounts shown for mineral properties and deferred exploration costs
         represent  costs  incurred  to date  and are not  intended  to  reflect
         present or future values.

         COST OF MAINTAINING MINERAL PROPERTIES

         The Company does not accrue the estimated  future costs of  maintaining
         its mineral properties in good standing.

         USE OF ESTIMATES

         Management is required 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 financial  statements
         and the reported  amounts of revenues and expenses  during the reported
         period. Actual results could differ from these estimates.


                                      F-9
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================


2.       SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)


         FUTURE INCOME TAXES

         Future income taxes are recorded using the asset and liability  method.
         Under the asset and liability method, future tax assets and liabilities
         are  recognized  for  the  future  tax  consequences   attributable  to
         differences   between  the  financial  statement  carrying  amounts  of
         existing assets and liabilities and their respective tax bases.  Future
         tax  assets  and   liabilities   are  measured  using  the  enacted  or
         substantively  enacted  tax rates  expected  to apply when the asset is
         realized or the liability settled.  The effect on future tax assets and
         liabilities  of a change  in tax rates is  recognized  in income in the
         period that substantive  enactment or enactment  occurs.  To the extent
         that the  Company  does not  consider  it more  likely  than not that a
         future tax asset will be recovered,  it provides a valuation  allowance
         against the excess.

         FINANCIAL INSTRUMENTS

         The Company's  financial  instruments  consist of cash and equivalents,
         receivables,  restricted  term deposits,  accounts  payable and accrued
         liabilities and share subscriptions  received.  Unless otherwise noted,
         it  is  management's  opinion  that  the  Company  is  not  exposed  to
         significant  interest,  currency  or credit  risks  arising  from these
         financial  instruments.  The fair value of these financial  instruments
         approximate their carrying values, unless otherwise noted.

         REVENUE RECOGNITION

         Revenue  from the sale of  watches,  fine  jewellery  and  clothing  is
         recognized when the goods are shipped and invoiced.

         STOCK OPTIONS

         The  Company  has a  stock  option  plan  as  described  in  Note 6. No
         compensation  expense is  recognized  when stock  options are  granted.
         Consideration  paid for shares on the exercise of the stock  options is
         credited to capital stock.

         CASH AND EQUIVALENTS

         Cash and equivalents  include highly liquid  investments  with original
         maturities of three months or less.

         EARNINGS (LOSS) PER SHARE

         Basic earnings (loss) per share is based on the weighted average number
         of common shares outstanding during the year.

         Diluted  earnings  per  share  considers  the  dilutive  impact  of the
         conversion of  outstanding  stock options and warrants as if the events
         had occurred at the  beginning  of the year.  Diluted loss per share is
         not presented as this calculation proved to be anti-dilutive.

         ENVIRONMENTAL PROTECTION AND REHABILITATION COSTS

         Liabilities  related to  environmental  protection  and  rehabilitation
         costs are  accrued  and  charged  to income  when their  likelihood  of
         occurrence is established.


                                      F-10
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================


2.       SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)


         COMPARATIVE FIGURES

         Certain  comparative  figures  have been  adjusted to conform  with the
         current year's presentation.



3.       RESTRICTED TERM DEPOSITS

         =======================================================================

                                                          2001             2000
         -----------------------------------------------------------------------

         Restricted term deposits              $        12,692   $      140,999
         =======================================================================

         The restricted term deposits relate to funds placed on deposit in favor
         of the Province of British  Columbia  with  respect to possible  future
         reclamation costs for the Company's mineral properties.



4.       MINERAL PROPERTIES

         Deferred exploration and acquisition costs comprise the following:

<TABLE>
<CAPTION>
         ===============================================================================================

                                                                                2001               2000
         -----------------------------------------------------------------------------------------------
<S>                                                                  <C>                <C>

         Balance, beginning of year                                  $     3,403,195    $     3,432,555
                                                                     ---------------    ---------------

         Acquisition costs                                                        -              20,634
                                                                     ---------------    ---------------

         Expenditures during the year
           Environmental reclamation                                         199,900                 -
          Exploration taxes and fees                                          12,160              7,050
          Geological research and consulting                                     238                502
          Miscellaneous                                                       (2,955)                20
                                                                     ---------------    ---------------

                                                                             209,343              7,572
                                                                     ---------------    ---------------

         Reduction in exploration expenditures payable to
           Antares Mining and Exploration Corporation                             -             (61,902)
         British Columbia mining exploration refundable tax credit                -               4,336
         Deferred exploration costs written-off                           (3,612,537)                -
                                                                     ---------------    ---------------

                                                                          (3,612,537)           (57,566)
                                                                     ---------------    ---------------

         Balance, end of year                                        $             1    $     3,403,195
         ===============================================================================================
</TABLE>


                                      F-11
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================


4.       MINERAL PROPERTIES (cont'd.....)


         During the year ended  March 31,  2001,  the Company  discontinued  its
         mineral exploration activities and wrote-down accumulated  expenditures
         to $1.


         The Company continues to hold the following mineral interests:

         a)  The J.D. Gold Silver claims located in the Omineca Mining  Division
             in the Province of British Columbia. The Company is required to pay
             Energex Minerals Ltd. an annual royalty of $3,588.

         b)  The Al and  Lawyers  claims  both  located  in the  Omineca  Mining
             Division in the Province of British  Columbia.  These claims remain
             subject to the various  production and net profit royalties and net
             smelter returns ranging from 0.1% to 15%.



5.       CAPITAL ASSETS


<TABLE>
<CAPTION>
         ===================================================================================================================

                                              March 31, 2001                                   March 31, 2000
                               ---------------------------------------------    --------------------------------------------
                                               Accumulated         Net Book                      Accumulated        Net Book
                                       Cost   Amortization            Value              Cost   Amortization           Value
         -------------------------------------------------------------------------------------------------------------------
<S>                            <C>            <C>              <C>               <C>            <C>            <C>

         Office equipment      $      7,155   $      2,119     $      5,036      $      7,155   $        988   $       6,167
         Computer
           equipment                 22,197          8,842           13,355            18,497          4,034          14,463
         Computer
           software                   7,176          2,230            4,946             3,156            763           2,393
                               ------------   ------------     ------------      ------------   ------------   -------------

                               $     36,528   $     13,191     $     23,337      $     28,808   $      5,785   $      23,023
         ===================================================================================================================
</TABLE>


6.       CAPITAL STOCK


         On January 26,  2001,  the Company  issued  289,002  units  pursuant to
         private placement agreements at CDN$0.45 per unit for total proceeds of
         $86,701 (CDN$130,051).  Each unit consists of one share of common stock
         and one non-transferable  share purchase warrant. Each warrant entitles
         the holder to  purchase  one share of common  stock of the Company at a
         price of CDN$0.45  per share until  January 12,  2002,  and at CDN$0.56
         until January 12, 2003.


         On November 10, 2000,  the Company  issued 5,000 shares of common stock
         on  the  exercise  of  stock  options  for  total  proceeds  of  $2,308
         (CDN$3,800).


                                      F-12
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================

6.       CAPITAL STOCK (cont'd.....)

         WARRANTS

         The  following  is a summary of the status of share  purchase  warrants
         outstanding at March 31, 2001:

         =======================================================================

              Number                     Exercise
           of Shares                        Price        Expiry Date
         -----------------------------------------------------------------------

             400,285                  CDN$   1.03         May 12, 2001 (Note 13)
             289,002                  CDN$   0.45         January 12, 2002
                              then at CDN$   0.56         January 12, 2003
             760,000                   US$   0.75         July 10, 2005
             144,000                   US$   0.75         July 10, 2005
         =======================================================================

         STOCK OPTION PLAN

         During the year ended March 31, 2000 the  Company  established  a share
         purchase  option plan (the "Plan")  whereby the board of directors may,
         from time to time, grant options  aggregating up to 2,750,000 shares of
         the Company to  directors,  officers,  employees  or  consultants.  The
         number of options  available  under the plan was increased to 3,200,000
         in the current  year.  The maximum  term of any option  granted is five
         years or less.

         As at March 31,  2001,  options  to  purchase  up to  1,279,000  shares
         remained available to be granted under the Plan.

         During the year, the Company  cancelled  1,060,000  options  previously
         granted to directors and certain consultants. The Company also repriced
         1,760,000   options   previously   granted  to  directors  and  certain
         consultants exercisable at $1.22 to $1.77 to $0.52 per share.

         During the year ended March 31, 2001, the Company  granted  options for
         505,000 shares pursuant to the Plan.

         Options to acquire common shares have been granted and are  outstanding
         and exercisable at March 31, 2001 to employees,  consultants,  officers
         and directors of the Company as follows:

         =======================================================================

                  Number             Exercise
               of Shares                Price            Expiry Date
         -----------------------------------------------------------------------

                 100,000           CDN $ 0.77            March 5, 2003
                 304,000                 0.77            March 8, 2004
                  50,000                 1.03            June 1, 2004
                 300,000                 0.76            August 16, 2004
                 795,000                 0.76            September 30, 2004
                 167,000                 1.10            December 15, 2004
                  80,000                 0.76            May 19, 2005
                  50,000                 1.15            June 15, 2005
                  75,000                 0.56            October 15 2005
            ------------

               1,921,000
         =======================================================================



                                      F-13
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================


6.       CAPITAL STOCK (cont'd.....)


         Subsequent  to the year end the Company  granted and  repriced  certain
         stock options (Note 13).


7.       CONTINGENCIES AND COMMITMENTS


         a)  A joint claim for $61,522  (CDN$89,448)  has been made  against the
             Company for mineral  property work. The Company has accrued $24,703
             (CDN$35,000)  for the  claim.  The  amount of any  additional  loss
             cannot be  determined.  Accordingly  no additional  amount has been
             accrued in the financial statements.  Any additional amount will be
             accounted  for in the  period  in  which  the  loss,  if  any,  can
             reasonably be estimated.


         b)  At present  the  Company is not aware of any  liability  related to
             environmental  protection and rehabilitation costs. However, due to
             the nature of the  Company's  business  there is no assurance  that
             such liability will not arise in the future.


         c)  A claim of $14,449  (CDN$21,008)  has been made against the Company
             for rent at a previous office  premises.  The Company  disputes the
             claim and no amount has been accrued in the  financial  statements.
             The   outcome   of  the  claim  and  amount  of  any  loss  is  not
             determinable.


         d)  On October 19, 2000 the Company passed various  resolutions related
             to investment agreements with Swartz Private Equity LLC for raising
             proceeds  through share issuance of up to $25 million over a period
             of three  years.  The  agreements,  which were amended on March 30,
             2001,  contain conditions that the Company meet certain listing and
             pricing  requirements.  Funds will be made available subject to the
             Company meeting certain  conditions  including a change of domicile
             to  the  United  States.  As  consideration,  the  Company  granted
             warrants to purchase  760,000 and  144,000  shares  exercisable  at
             $0.75 per share until July 10, 2005.


8.       RELATED PARTY TRANSACTIONS


         a)  Accounts  payable and  accrued  liabilities  include the  following
             amounts due to related parties:


<TABLE>
<CAPTION>
         =================================================================================================================

                                                                                                   2001              2000
         -----------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                <C>
         Due to directors                                                               $         1,988    $         5,608
         Due to companies controlled by directors and persons related to directors               65,017            111,748
         Due to a company subject to significant influence by a director                         39,440             39,440
                                                                                        ---------------    ---------------

                                                                                        $       106,445    $       156,796
         =================================================================================================================
</TABLE>

                                      F-14

<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================

8.       RELATED PARTY TRANSACTIONS (cont'd.....)


         b)  Amounts  receivable  include the following amounts due from related
             parties:


<TABLE>
<CAPTION>
         ======================================================================================================

                                                                                        2001               2000
         ------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                <C>

         Due from a director                                                 $         3,000    $            -
         Due from a company controlled by a director                                  32,084             24,972
         Due from a company subject to significant influence by a director            39,370             39,440
                                                                             ---------------    ---------------

                                                                             $        74,454    $        64,412
         ======================================================================================================

</TABLE>

         c)  Expenses include the following amounts paid or accrued to directors
             and  companies  controlled  by  directors  and former  directors or
             persons related to directors:


<TABLE>
<CAPTION>
         ======================================================================================================

                                                                     2001               2000               1999
         ------------------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>                <C>

         Management and consulting fees                   $       125,749    $       116,108    $        63,842
         Rent                                                       8,200                 -                  -
                                                          ---------------    ---------------    ---------------

                                                          $       133,949    $       116,108    $        63,842
         ======================================================================================================
</TABLE>


         d)  The  Company's  watch and jewelry  website is operated by a company
             controlled  by  a  director  and  officer  of  the  Company.  Other
             significant transactions with this company are as follows:


<TABLE>
<CAPTION>
         ======================================================================================================

                                                                     2001               2000               1999
         ------------------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>                <C>

         Sales                                            $        26,812    $            -     $            -
         Purchases                                                  9,054            128,868                 -
         Rent                                                      19,500             20,000                 -
         Wages                                                     57,475             21,787                 -
         ======================================================================================================
</TABLE>

             Amounts  payable and  receivable from this  company are included in
             notes (a) and (b) above.

         These  transactions  are in the  normal  course of  operations  and are
         measured at the exchange  amount,  which is the amount of consideration
         established and agreed to by the related parties.


                                      F-15
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================


9.       SUPPLEMENTAL DISCLOSURES FOR CASH FLOWS



         a)  Cash  provided  by (used  for)  changes in  working  capital  items
             comprises the following:


<TABLE>
<CAPTION>
         ===================================================================================================

                                                                 2001               2000               1999
         ---------------------------------------------------------------------------------------------------
<S>                                                   <C>                <C>                <C>

         Increase in receivables                      $       (19,853)   $       (82,165)   $       (21,834)
         Increase in inventory                                (98,699)           (83,847)                -
         Increase in prepaid expenses                          (1,250)                -               1,690
         Increase in accounts payable                          78,264            130,268             35,447
                                                      ---------------    ---------------    ---------------

                                                      $       (41,538)   $       (35,744)   $        15,307
         ===================================================================================================
</TABLE>



         b)  Non-cash financing and investing activities include the following:


<TABLE>
<CAPTION>
         =============================================================================================================

                                                                               2001              2000             1999
         -------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>               <C>

         Reduction in exploration expenditures payable to
           Antares Mining and Exploration Corporation in
           exchange for restricted term deposit                     $            -    $      (61,902)   $           -
         Capital stock issued for acquisition of mineral
           properties                                                            -                -             13,756
         =============================================================================================================
</TABLE>


10.      INCOME TAXES


         a)  Adjustment for change in income tax accounting policy

             The  Company  adopted  the  new  recommendations  of  the  Canadian
             Institue of Chartered  Accountants  with respect to accounting  for
             income taxes, retroactively, without restatement, on April 1, 2000.

             Under  the new  recommendations,  using  the  asset  and  liability
             method,  future income tax assets and  liabilities  are  determined
             based on differences  between the carrying amounts and tax bases of
             assets and  liabilities,  and measured using the tax rates and laws
             that  will be in  effect  when  the  differences  are  expected  to
             reverse.  Previously, under the deferral method, income tax expense
             was based on items of income  and  expense  that were  reported  in
             different  years in the  financial  statements  and tax returns and
             measured  at the tax rate in  effect  in the  year  the  difference
             originated. The effect of adopting the standards was not considered
             significant.


                                      F-16
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================

10.      INCOME TAXES (cont'd.....)


         b)  A  reconciliation  of income taxes at statutory rates with reported
             taxes is as follows:

<TABLE>
<CAPTION>
             ================================================================================================================

                                                                                                        2001             2000
             ----------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>              <C>

             Loss before income taxes                                                          $  (4,172,557)   $    (476,167)
             ================================================================================================================

             Income tax recovery at Canadian statutory rate of 44.6% (2000 - 45.6%)            $  (1,860,961)   $    (217,132)
             Unrecognized benefit of net operating losses                                            221,523          203,981
             Resource expenditures written-off                                                     1,619,669               -
             Other                                                                                    (9,121)         (15,224)
             Difference in foreign tax rate                                                           28,890           28,375
                                                                                               -------------    -------------

                                                                                               $          -     $          -
             ================================================================================================================
</TABLE>

             The Company  has not  recorded in these  financial  statements  the
             future   income  tax   benefits   of   approximately   US$2,400,000
             (CDN$3,800,000) of non-capital Canadian losses which may be applied
             to reduce income taxes in future years. If not utilized, the losses
             expire through 2008.  The Company's  U.S.  subsidiary has losses of
             approximately  $570,000  available to carryforward to reduce future
             income taxes.

             Subject to certain restrictions, the Company also has approximately
             US$3,000,000  (CDN$4,800,000) of resource expenditures available to
             reduce taxable income of future years.

             At March 31, 2001 the Company has  Canadian  net capital  losses of
             approximately US$100,000 (CDN$150,000) which may be carried forward
             indefinitely and applied against capital gains of future years.

             The  possible  income tax  benefits  of these  losses and  resource
             deductions  have not been reflected in the  consolidated  financial
             statements.


         c)  Significant  components of the  Company's  future income tax assets
             are as follows:

<TABLE>
<CAPTION>
             ==============================================================================================================

                                                                                                      2001             2000
             --------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>              <C>

             Future income tax assets (liabilities)
                 Resource pools                                                              $   1,362,984    $    (144,952)
                 Other assets                                                                        9,674           19,635
                 Losses available for future periods                                             1,268,142        1,300,568
                                                                                             -------------    -------------

                                                                                                 2,640,800        1,175,251
             Valuation allowance                                                                (2,640,800)      (1,175,251)
                                                                                             -------------    -------------

             Net future income tax asset                                                     $          -     $          -
             ==============================================================================================================
</TABLE>

                                      F-17

<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001


11.      SEGMENTED INFORMATION

         As  detailed  in Note 1, the Company  has two  business  segments,  the
         business of exploring mineral properties,  which are located in British
         Columbia,  Canada and the  business of selling and  repairing  jewelry,
         watches and clothing and related  products  through  e-commerce  retail
         websites located in the United States of America.

         Segmented information comprises the following:

<TABLE>
<CAPTION>
         ====================================================================================================================

                                                                                     Canada           U.S.A.            Total
         --------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>              <C>

         Capital assets                                                     $         4,456    $      18,881    $      23,337
         Total assets                                                                47,072          356,085          403,157
         Sales                                                                           -            57,287           57,287
         Interest income                                                             17,772               -            17,772
         Deferred exploration and acquisition costs written off                   3,612,537               -         3,612,537
         Amortization                                                                 1,472            5,935            7,407
         Loss                                                                     3,871,620          300,937        4,172,557
         ====================================================================================================================
</TABLE>

12.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES OF AMERICA
         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

         These  financial  statements  have been  prepared  in  accordance  with
         generally accepted accounting  principles in Canada.  Except as set out
         below,  these  financial   statements  also  comply,  in  all  material
         respects,  with accounting  principles generally accepted in the United
         States and the rules and  regulations  of the  Securities  and Exchange
         Commission.

         STOCK BASED COMPENSATION

         The  United  States  Financial  Accounting  Standards  Board has issued
         Statement  of  Financial   Accounting   Standards   ("SFAS")  No.  123,
         "Accounting for Stock Based  Compensation" and the Emerging Issues Task
         Force  Consensus  in Issue No. 96-18 ("EITF  96-18"),  "Accounting  for
         Equity  Instruments  that  are  Issued  to  Other  Than  Employees  for
         Acquiring or in  Conjunction  with Selling,  Goods or Services",  which
         became  effective for fiscal years  beginning  after December 15, 1995.
         This  statement  requires  the Company to establish a fair market value
         based method of accounting for stock based compensation plans. In 1996,
         for United States reporting purposes,  the Company adopted SFAS No. 123
         and EITF  96-18 in  accounting  for its  stock  option  plan.  Canadian
         generally accepted  accounting  principles do not require the reporting
         of any stock  based  compensation  expense in the  Company's  financial
         statements.

         The Company uses the Black  Scholes  Option  Pricing Model to determine
         the fair value of  employee  stock  options at the  issuance  date.  In
         determining  the fair  value  of  these  employee  stock  options,  the
         following assumptions were used:

<TABLE>
<CAPTION>
         ==========================================================================================

                                                            2001             2000              1999
         ------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>                 <C>

         Risk free interest rate                           6.41%             5.5%              5.5%
         Expected life                                   3 years          5 years           2 years
         Expected volatility                         123% - 227%      158% - 186%         82% - 99%
         Expected dividends                                   -                -                 -
         ==========================================================================================
</TABLE>

                                      F-18

<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================


12.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES OF AMERICA
         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd.....)



         STOCK BASED COMPENSATION (cont'd.....)


         The Company  granted  450,000  options to third party  consultants  and
         55,000 to employees,  of which 300,000 were forfeited,  during the year
         ended March 31,  2001.  In  addition,  the Company  repriced  1,760,000
         options. Accordingly, the stock-based compensation recognized using the
         Black Scholes  Option Pricing Model was $437,124.  The amount  expensed
         for the  granting of stock  options  during 2001 was  $158,588  (2000 -
         $3,047,689;  1999 - $Nil).  A balance of $88,305 is to be  amortized to
         expense over the remaining term of consultants' and employees' services
         which range over a term of two years.

         The following is a summary of the stock based  compensation plan during
         2001, 2000 and 1999:

<TABLE>
<CAPTION>
         ==========================================================================================================

                                                                                                          Weighted
                                                                                                           Average
                                                                                         Number           Exercise
                                                                                      of Shares              Price
         ----------------------------------------------------------------------------------------------------------
<S>                                                                               <C>               <C>

         Outstanding and exercisable at April 1, 1998                                 1,114,000     $         0.62
            Granted                                                                     954,000               0.50
            Forfeited                                                                  (664,000)              0.67
            Exercised                                                                   (45,000)              0.19
                                                                                  -------------

         Outstanding at March 31, 1999                                                1,359,000     $         0.51
                                                                                  =================================

         Exercisable at March 31, 1999                                                1,359,000     $         0.51
                                                                                  =================================

         Weighted average fair value of options granted during the year                          $ -
                                                                                  =================================


         Outstanding and exercisable at April 1, 1999                                 1,359,000     $         0.51
            Granted                                                                   2,110,000               1.35
            Forfeited                                                                        -                  -
            Exercised                                                                  (988,000)              0.50
                                                                                   -------------

         Outstanding at March 31, 2000                                                2,481,000     $         1.23
                                                                                   ================================

         Exercisable at March 31, 2000                                                2,481,000     $         1.23
                                                                                   ================================

         Weighted average fair value of options granted during the year                          $ 1.44
                                                                                   ================================
</TABLE>


                                  - CONTINUED -

                                      F-19
<PAGE>


TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================

<TABLE>

12.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES OF AMERICA
         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd.....)

         STOCK BASED COMPENSATION (cont'd.....)

<CAPTION>
         ==========================================================================================================

                                                                                                          Weighted
                                                                                                           Average
                                                                                         Number           Exercise
                                                                                      of Shares              Price
         ----------------------------------------------------------------------------------------------------------
<S>                                                                               <C>               <C>

         Outstanding and exercisable at April 1, 2000                                 2,481,000     $         1.23
            Granted                                                                     505,000               0.54
            Repriced                                                                 (1,760,000)              1.44
            Repriced                                                                  1,760,000               0.52
            Forfeited                                                                (1,060,000)              0.67
            Exercised                                                                    (5,000)              0.51
                                                                                  -------------

         Outstanding at March 31, 2001                                                1,921,000     $         0.53
                                                                                  =============

         Exercisable at March 31, 2001                                                 982,002      $         0.54
                                                                                  =============

         Weighted average fair value of options granted during the year                          $ 0.58
         ==========================================================================================================
</TABLE>

         The  Company  issued  904,000  warrants  to  third  party  consultants.
         Accordingly,  the stock-based  compensation  expense recognized for the
         issuance of warrants  using the Black Scholes  Option Pricing Model was
         $518,220.

         MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS

         Under Canadian generally accepted  accounting  principles,  the mineral
         properties and deferred  exploration costs,  including  prospecting and
         acquisition  costs,  are  carried  at  cost  and  written  down  if the
         properties are abandoned,  sold or if management  decides not to pursue
         the  properties.  Under United  States  generally  accepted  accounting
         principles, acquisition,  exploration and prospecting costs are charged
         to expense as incurred,  as are development  costs for projects not yet
         determined by management to be commercially feasible.  Expenditures for
         mine  development are capitalized when the properties are determined to
         have economically recoverable proven reserves but are not yet producing
         at a  commercial  level.  Prior to  commencing  commercial  production,
         revenue  relating to  development  ore, net of mining costs  associated
         with its production,  is offset against mine  development  costs.  Mine
         development  costs incurred to access  reserves on producing  mines are
         also capitalized.  Capitalization of all exploration,  development, and
         acquisition  costs,  commences once the Company  identifies  proven and
         probable reserves that relate to specific properties.

         Mining  projects and properties  are reviewed for  impairment  whenever
         events or changes in circumstances indicate that the carrying amount of
         these assets may not be  recoverable.  If  estimated  future cash flows
         expected to result from the use of the mining  project or property  and
         its  eventual  disposition  are less  than the  carrying  amount of the
         mining project or property,  an impairment is recognized based upon the
         estimated  fair value of the mining  project  or  property.  Fair value
         generally is based on the present  value of  estimated  future net cash
         flows for each mining project or property,  calculated  using estimates
         of proven and probable  mineable  reserves,  future  prices,  operating
         costs, capital requirements and reclamation costs.

                                      F-20
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001


12.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES OF AMERICA
         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd.....)

         ACCOUNTING  FOR  IMPAIRMENT  OF  LONG-LIVED  ASSETS AND FOR  LONG-LIVED
         ASSETS TO BE DISPOSED OF

         For United States reporting purposes,  the Company has adopted SFAS No.
         121,  "Accounting  for the  Impairment  of  Long-Lived  Assets  and for
         Long-Lived  Assets to be  Disposed  of".  In the event  that  facts and
         circumstances indicate that the carrying amount of the asset may not be
         recoverable and an estimate of future  undiscounted  cash flows is less
         than the  carrying  amount of the  asset,  an  impairment  loss will be
         recognized.  Management's estimates of gold prices,  recoverable proven
         and probable  reserves,  operating  capital,  and reclamation costs are
         subject  to  certain  risks  and  uncertainties  which may  affect  the
         recoverability  of the  Company's  investment in property,  plant,  and
         equipment.  Although  management  has made its best  estimate  of these
         factors based on current conditions,  it is possible that changes could
         occur which could  adversely  affect  management's  estimate of the net
         cash flow expected to be generated from its operations.

         The mineral interests in British Columbia,  comprising of the J.D. Gold
         Silver  claims and the Al and certain of the original  lawyers  claims,
         which  have a  total  capitalized  cost  of $1 for  Canadian  reporting
         purposes,  have been written down for US  reporting  purposes,  as they
         have no determinable, proven or probable reserves.

         NEW ACCOUNTING  STANDARD:  ACCOUNTING FOR  DERIVATIVE  INSTRUMENTS  AND
         HEDGING ACTIVITIES

         In September 1998, the FASB issued SFAS 133, "Accounting for Derivative
         Instruments and Hedging  Activities" which  establishes  accounting and
         reporting   standards  for  derivative   instruments  and  for  hedging
         activities.  SFAS 133 is  effective  for all fiscal  quarters of fiscal
         years beginning after June 15, 1999. In June 1999, the FASB issued SFAS
         137 and 138 to defer the effective date of SFAS 133 to fiscal  quarters
         of fiscal years  beginning  after June 15,  2000.  The Company does not
         anticipate  that the adoption of the statement  will have a significant
         impact on its financial statements.

         FOREIGN CURRENCY TRANSLATION AND REPORTING CURRENCY

         Effective  March 31, 2000, the Company  adopted the U.S.  dollar as its
         reporting currency.  Prior to this change, the Canadian dollar had been
         used as the Companys'  reporting  currency.  Under  Canadian  GAAP, the
         Company's financial  statements for all periods presented through March
         31, 2000 have been  translated  from Canadian  dollars to U.S.  dollars
         using the exchange rate in effect at March 31, 2000.  Under U.S.  GAAP,
         the financial  statements  for periods prior to the change in reporting
         currency  must be  translated  to U.S.  dollars  using the current rate
         method,  which method uses specific year end or specific annual average
         exchange rates as appropriate. The Company does not anticipate that the
         adoption  of these  statements  will  have  significant  impact  on its
         financial statements.

         BALANCE  SHEET,  OPERATIONS,  DEFICIT AND CASH FLOW  INFORMATION  UNDER
         UNITED STATES GAAP

<TABLE>
<CAPTION>
         =====================================================================================================================

                                                                                                       2001              2000
         ---------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>              <C>

         BALANCE SHEET
         Total assets, Canadian GAAP                                                          $     403,157    $   4,368,400
             Mineral properties                                                                          (1)      (3,403,195)
                                                                                              --------------   -------------

         Total assets, United States GAAP                                                     $     403,156    $     965,205
                                                                                              =============    =============

</TABLE>


                                  - CONTINUED -

                                      F-21
<PAGE>
TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================

<TABLE>
12.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES OF AMERICA
         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd.....)

         BALANCE  SHEET,  OPERATIONS,  DEFICIT AND CASH FLOW  INFORMATION  UNDER
         UNITED STATES GAAP (cont'd.....)

<CAPTION>
         =====================================================================================================================

                                                                                                       2001              2000
         ---------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>              <C>

         Total liabilities                                                                    $      314,877   $      196,572
                                                                                              --------------   --------------

         Share capital, Canadian GAAP                                                              9,381,299        9,292,290
         Cumulative compensation expense on granting of stock options                              3,206,277        3,047,689
         Increase in capital stock on revaluation of share released from escrow                      692,529          692,529
         Cumulative compensation expense on issuance of warrants                                     518,220               -
                                                                                              --------------   --------------

         Share capital, United States GAAP                                                        13,798,325       13,032,508
         Deficit, United States GAAP                                                             (13,710,046)     (12,263,875)
                                                                                              --------------   --------------

         Shareholders' equity, United States GAAP                                                     88,279          768,633
                                                                                              --------------   --------------

         Shareholders' equity and liabilities, United States GAAP                             $      403,156   $      965,205
                                                                                              ================================
</TABLE>

<TABLE>
<CAPTION>
         ======================================================================================================================

                                                                                     2001               2000              1999
         ----------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                <C>               <C>

         STATEMENT OF OPERATIONS AND DEFICIT
         Loss under Canadian GAAP                                          $   (4,172,557)    $     (476,167)   $     (414,501)
            Compensation expense on issuance of warrants                         (518,220)                -                 -
            Compensation expense on granting of stock options                    (158,588)        (3,047,689)               -
            Mineral properties                                                  3,612,537             29,362          (245,059)
            Deferred exploration costs                                           (209,343)                -            251,883
                                                                           --------------     --------------    --------------

         Loss under United States GAAP                                         (1,446,171)        (3,494,494)         (407,677)
         Beginning deficit, United States GAAP                                (12,263,875)        (8,769,381)       (8,361,704)
                                                                           --------------     --------------    --------------

         Ending deficit, United States GAAP                                $  (13,710,046)    $  (12,263,875)   $   (8,769,381)
                                                                           ====================================================

         STATEMENT OF CASH FLOWS
         Cash flows used in operating activities, Canadian GAAP            $     (594,151)    $     (508,013)   $     (145,902)
             Mineral properties                                                  (209,343)           (32,541)         (231,303)
                                                                           --------------     --------------    --------------

         Cash flows used in operating activities, United States GAAP             (803,494)          (540,554)         (377,205)
                                                                           --------------     --------------    --------------

         Cash flows provided by financing activities                              129,050          1,196,514             8,357
                                                                           --------------     --------------    --------------

         Cash flows used in investing activities, Canadian GAAP                   (92,257)          (132,310)         (127,048)
             Mineral properties                                                   209,343             32,541           231,303
                                                                           --------------     --------------    --------------

         Cash flows used in investing activities, United States GAAP              117,086            (99,769)          104,255
                                                                           --------------     --------------    --------------

         Net change in cash                                                      (557,358)           556,191          (264,593)
         Cash, beginning of year                                                  592,402             36,211           300,804
                                                                           --------------     --------------    --------------

         Cash, end of year                                                 $       35,044     $      592,402    $       36,211
         ======================================================================================================================
</TABLE>
                                      F-22
<PAGE>

TIMEBEAT.COM ENTERPRISES INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States dollars)
MARCH 31, 2001

================================================================================


12.      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES OF AMERICA
         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont'd.....)

         EARNINGS (LOSS) PER SHARE (EPS)

         The following  loss per share  information  results under United States
         GAAP:

<TABLE>
<CAPTION>
         ====================================================================================================================

                                                                                   2001               2000              1999
         --------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                <C>               <C>

         Net loss for the year under United States GAAP                  $   (1,446,171)    $   (3,494,494)   $     (407,677)
         ====================================================================================================================

         Weighted average number of shares outstanding
             under United States GAAP                                        16,269,808         15,645,918        13,933,067
         ====================================================================================================================

         Basic and diluted loss per share                                $      (0.09)      $      (0.22)     $      (0.03)
         ====================================================================================================================
</TABLE>

         The weighted  average number of share  outstanding  under United States
         GAAP do not  include  the  689,287  (2000 -  400,285;  1999 -  700,000)
         warrants  outstanding,  nor the  stock  options  of  1,921,000  (2000 -
         2,481,000; 1999 - 1,359,000) as their effect would be anti-dilutive.


13.      SUBSEQUENT EVENTS

         The following events occurred subsequent to year end:

         a)  The Company granted certain  consultants 80,000 stock options at an
             exercise  price of $0.51 per  share,  expiring  five years from the
             date of grant.

         b)  On April 19, 2001,  the Company  resolved to extend the expiry date
             of 400,285  warrants  outstanding  at year end from May 12, 2001 to
             November 12, 2001.

         c)  On June 7, 2001,  the  Company  resolved  to reprice  64,000  stock
             options  previously  issued to a consultant and former  director at
             $0.52 (CDN$0.76) per share to $0.22 per share.

         d)  On June 13, 2001,  the Company  issued  505,000  units  pursuant to
             private placement agreements at US$0.30 per unit. Each unit consist
             of  one  common  share  and  one  non-transferable  share  purchase
             warrant.

         e)  On June 29, 2001,  the Company  resolved to issue 100,000 shares at
             an agreed value of $0.32 per share and options to purchase  200,000
             shares  at  $0.32  per  share  to a  consultant  acting  as a  Vice
             President of marketing.

         f)  On June 29, 2001,  the Company  entered  into an agreement  with an
             unrelated company to process and distribute fragrances.  Options to
             purchase up to 300,000  shares at $0.32  depending on attainment of
             retail sales targets were granted to the unrelated company.




                                      F-23