UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                   FORM 10-K

(Mark One)

         __
       |_X_|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended December 31, 2000


                                      OR

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

          For the transition period from _____________to____________


                      Commission file number   333-19183


                               JYRA RESEARCH INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Delaware                                    98-0167341
------------------------------------------------------------------------------
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)


HAMILTON HOUSE, 111 MARLOWES, HEMEL HEMPSTEAD, HERTFORDSHIRE  HP1 1BB  England
------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


                           (44) 1442 403600
   -----------------------------------------------------------------------
           (Registrant's telephone number, including area code)



   Indicate by check whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes   X        No
                                       ------        ------



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

    The approximate aggregate market value of the voting stock held by
non-affiliates of the registrant on 26 March 2001, was $7,840,357 based on
the closing sales price of the Company's Common Stock as reported on The OTC
Bulletin Board National Market.  As of 26 March 2001, the registrant had
outstanding 14,435,658 shares of Common Stock, par value $0.001, of which the
Company believes 10,035,658 are owned by persons other than the Company's
executive officers and members of the Board of Directors and the beneficial
owners of 5% or more of the voting stock of the Company.










































<PAGE>

                               JYRA RESEARCH INC.

                             2000 FORM 10-K REPORT

                               TABLE OF CONTENTS

<TABLE>
<S>           <C>
PART I
  ITEM 1.     Business                                                  2

  ITEM 2.     Properties                                               19

  ITEM 3.     Legal proceedings                                        19

  ITEM 4.     Submission of matters to a vote of security holders      20


PART II
  ITEM 5.     Market for the registrant's common equity and related    21
              Stockholder matters

  ITEM 6.     Selected financial data                                  24

  ITEM 7.     Management's discussion and analysis of financial        25
              condition and results of operations

  ITEM 7A     Quantitative and Qualitative disclosure about            49
              market risk

  ITEM 8.     Financial statements and supplementary data              50

  ITEM 9.     Changes in and disagreements with accountants on         70
              accounting and financial disclosures


PART III
  ITEM 10.    Directors and executive officers of the registrant       71

  ITEM 11.    Executive compensation                                   74

  ITEM 12.    Security ownership of certain beneficial owners          77
              and management

  ITEM 13.    Certain relationships and related transactions           79


PART IV
  ITEM 14.    Exhibits, financial statement schedules and reports      80
              on Form 8-K
</TABLE>



                                       1
<PAGE>
This Form 10-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect the Company's
current judgement on those issues.  Because such statements apply to future
events, they are subject to risks and uncertainties and, therefore, the actual
results may differ materially.  Important factors which could cause actual
results to differ materially are described in the following paragraphs and are
particularly noted under BUSINESS RISKS contained under "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
below and in other reports filed with the U.S. Securities and Exchange
Commission from time to time.


                                     PART 1

ITEM 1. BUSINESS

Certain Statements contained in this Annual Report on Form 10-K, including,
without limitation, statements containing the words "believes", "estimates",
"expects", and words of similar import, constitute forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Readers are referred to the Business Risk section starting on page 34., which
identify important risk factors that could cause actual results to differ from
those contained in the forward looking statements.


GENERAL

Jyra Research Inc. ("Jyra" or the "Company") was incorporated on May 2, 1996
under the laws of Delaware.  We are in the business of designing, developing,
and marketing performance management solutions to:

      - provide a business oriented users view of network and internet
        performance for delivering networked applications, especially
        e-commerce

      - maximize network productivity, and

      - solve network and internet problems caused by the constant increase
        in traffic, combined with the growing complexity of networks and
        internet.

We believe these network and Internet problems result in lost revenues,
escalating costs and major systems failures across the corporate spectrum.  We
believe that current network management systems do not have the capability to
effectively deal with these problems.









                                       2
<PAGE>
OUR INDUSTRY

Networking and e-commerce is a multi-billion dollar global market where growth
is spurred by the belief that the Internet and mobile working are changing the
way all people work, live, play and learn.  There has been a key shift in the
role of the Internet and in how the Internet is perceived.  What was once a
complex tool used by an elite group of technical individuals is now a
technology driving economic change globally by creating new jobs and market
opportunities.  We believe Enterprises have shifted from treating investment
in IT as a necessary evil to viewing IT and e-commerce as a strategic tool for
increasing revenue and gaining market share.  We believe that this trend
towards IT and e-commerce forming a critical component of the business models
used by new and traditional Enterprises is the largest factor which will drive
future sales of our distributed application performance management products.
We believe sales will be directly to the Enterprise and also to companies
which provide infrastructure and services to Enterprises such as Internet
Service Providers (ISPs) and telecommunications carriers (Telcos).


OUR PRODUCTS AND SERVICES

The business solution approach Enterprises now use to build their IT and
e-commerce Systems and the multi-vendor implementation which are often
used has placed severe restrictions on the value which traditional element
management technologies can deliver. The business solution approach requires
the underlying IT performance to be reported in terms of performance of the
whole business solution and for this reporting to be a seamless end-to-end
view. Traditional element management solutions have considerable difficulty
transcending the administrative borders which exist in multi-vendor
implementations and providing business level reporting.  Jyra achieves this
end-to-end business goal by directly measuring the performance of systems as
an end user would experience them and then providing business oriented
reporting of the measurements.

We have developed a Service Management Solution (SMS) that provides a
direct measurement of the end-to-end performance of IT services.  This
allows customers to monitor the speed at which users can interact with IT
systems and identify when and why the interaction has slowed down, thereby
ensuring the consistent flow of business transactions.  Jyra's SMS allows
customers to monitor the speed with which systems can meet customer demand
(such as the length of time it takes to make an on-line purchase, bank query,.
ticket reservation, etc) and view the measurements in a business relevant
context.

The response time of e-commerce services is now likened to keeping people
hanging on the phone - the longer you keep them waiting, the less likely they
are to spend money with you.  This is especially the case on the web, where
competition is only a mouse click away.  Our technology allows customers
to effectively manage e-commerce solutions, to implement tangible service
level agreements (SLAs) and to measure their return on IT investment against
the performance levels achieved.  We provide a flexible and proactive approach
to monitoring the speed with which business is transacted electronically.



                                       3
<PAGE>
Our packaged software solutions allow customers to quickly and easily set up
monitoring of their mission critical on-line services.  These customers are
broadly categorised into the following two sectors:


            Corporate/Enterprise - companies that have a mission critical
            dependence on their own, internal IT systems or infrastructure and
            increasingly choose to utilise the services and infrastructure of
            third parties to implement some or all of their IT systems.


            Service Providers - telecommunications and hosting companies
            who provide connectivity and advanced services such as mobile
            wireless voice/data services, managed network services, network
            outsourcing, application and web hosting.


As a result, we sell our solutions in two ways as follows:


            JYRA PERFORMANCE PRODUCTS - allow organisations to quickly and
            easily deploy global performance monitoring agents cost
            effectively within their own corporate networks.


            JYRA IN-SITE - This is a service provider hosted on-line web
            monitoring service that provides companies with a detailed
            business orientated view of e-commerce performance and revenue
            opportunities.


The Jyra SMS is a distributed application performance management architecture
capable of providing detailed, accurate overviews of global IT services being
delivered to the end-user.  It is this focus on the end-user that allows the
SMS to be used as a tool to make continuous improvements in the performance of
your systems and the ability to provide justification of Service Level
Agreements to your important customers, be they internal or external.  By
persistently monitoring the services that are being provided the SMS can
identify weak spots in the configuration, brought on by hardware failure,
congestion, or other causes.















                                       4
<PAGE>
Key features of SMS include:

      All web-based configuration and reporting - manage from anywhere

      Remote summarisation and thresholding to reduce network traffic

      JyraScope provides unique viewing capabilities allowing any of the types
      of monitoring to be cross correlated with any other type of monitoring,
      providing the powerful troubleshooting and reporting facilities required
      by today's complex networks.

      Reliable alerting to upstream management stations

      Automated update of remote agents based on configuration to reduce
      System management workload

      Multiple timezone support.  Global scheduling and synchronised reporting

      Easy integration into HP and Cisco management solutions


Examples of the core Jyra functionality are:

      Time taken for a WEB page to be completely down loaded and available for
      viewing.  This includes links into back-end systems and hyper linked
      objects.  Special features have been included for secure web sites.

      Ability and response time of SQL databases to respond to a query

      DNS lookup times

      Application response times delivered to mobile devices

      Response times of file servers

      Application performance

      Network latency with the ability to show individual router hops and the
      delay each hop induces

      Alerting to Enterprise Management systems if a monitored service
      breaches a set SLA, as it occurs.

      SNMP device and interface availability


PRODUCT LICENSING/PRICING

We issue both perpetual and time limited licenses for our solutions based on
customer needs.  Product licenses are priced both by the number of remote
software agents and by the amount/type of work these agents are licensed to
perform.



                                       5
<PAGE>
This flexible approach to licensing allows us to scale the pricing in line
with the business benefit our customers derive from our solutions.   This
effective pricing model allows us to gain entry level orders starting at
$15,000 and allows the license to scale up to $150,000 and beyond for
particular customised and tailored hosted service provider solution.


JYRA SMS TECHNOLOGY BACKGROUND

Our product is developed in the JavaTM language providing an innovative,
and higher platform-independence management solution for the users of today's
increasingly powerful and flexible computer environments.  The key to the
success of the product is it's ability to run in a truly distributed
hierarchical configuration.  Any system that measures performance from
multiple sources will create considerable network traffic if it needs to send
the results back to a central server.  The SMS keeps all data local to each
agent and only sends a summarised result up to its parent agent, thereby
minimising the impact on the network and removing the requirement to have a
large central database server.  An additional benefit of this distributed
approach is the technology's ability to scale to a customer's network.
Management of any distributed management tool is a an important consideration
and SMS has been designed to provide ease of use in such environments.
Once deployed, SMS can be configured from any location via a WEB browser.  The
system is given the configuration of the distributed monitoring required and
it will automatically distributes relevant tasks to underlying agents.

The distributed directory within Jyra SMS enables rapid creation of business-
oriented reports and minimises the cost of reconfiguring reporting in response
to network and business change.  Summarised results are produced as HTML
reports and are again kept distributed at each agent location.  The report
will only transit the network when a conscious decision is made to view it.
SLA monitoring is also handled at each agent with performance breaches being
securely notified up through the architecture.  The system will then deliver
the SLA breach notification to an Enterprise Management System.


CUSTOMERS AND MARKETS

We believe that our market is best described as the application performance
management market.  The greatest opportunity exists for our product in those
markets which use applications to carry revenue bearing, mission critical
services.  It is in these markets that board level recognition exists that the
performance of applications has a direct impact upon revenue and productivity.
As such, the need for monitoring the performance of such applications is seen
as very important to the business.The market in which we operate has been
described by Bear Stearns as the "Business Oriented Network Management" (BONM)
market.  A preliminary forecast by IDC (International Data Corporation)
suggested that this BONM market would grow to $3B world-wide by the year 2002,
whilst the growth rate of traditional network management tools was forecast to
decrease.





                                       6
<PAGE>
The market for performance management tools and systems is subject to changing
competitive forces and technological advances in products.  Therefore, it is
difficult for us to predict market requirements and to estimate the size of our
market.

We believe that the market for end-user oriented service management solutions
is growing rapidly and that the opportunity exists for new products to find
acceptance in the marketplace.  There are two key markets that our software
addresses.  These are;


CORPORATES/ENTERPRISE

We see the Corporate/Enterprise space to be divided into three types of
customer;

           "Bricks & Mortar"
           "Dot.COM"
           "Clicks & Mortar"

Whilst organisations in these three areas may have different market places they
all have one common characteristic, the use of electronic business systems to
achieve or assist in achieving competitive advantage.


"Bricks & Mortar"

Organisations are being challenged to solve new problems as their overall
performance is becoming even more reliant upon the performance of their
electronic business systems. Marketplaces are evolving at an astonishing rate
and all organizations must be prepared to fight for market share in the
fiercely competitive New Economy.

Efficiency and cost savings are the driving forces behind the adoption of
e-marketplaces (the New Economy). These marketplaces offer the opportunity to
increase efficiency and cut inventory costs as well as gain access to a wide
range of products and services from multiple suppliers world wide. At the same
time, marketplaces extend the customer reach of suppliers to potential
customers with whom they would not otherwise have had contact.

Although in-house networks and external initiatives are important strategic
assets, they also present major risks and constitute major expenses. However,
organisations have now become dependant on these technologies in order to
operate efficiently and effectively.

Jyra SMS monitors and reports on the performance of these systems and services
letting our customers know what quality of service/performance their systems
and networks are delivering to the business or to their customers. Jyra
empowers our customers with the knowledge and ability to effectively manage
these dependencies at a strategic business level.





                                       7
<PAGE>
"Dot.COM" and "Clicks & Mortar"

These organisations commonly referred to as E-tailers derive a significant
portion of their revenue through the Internet. More people than ever
before are buying over the Internet, one of the main reasons being that they
expect a fast and efficient service.

E-tailers cannot afford to keep buyers waiting in line to connect to their
site, especially as many will simply go elsewhere if kept waiting for longer
than a few seconds. This problem gets worse when you consider that the majority
of all potential customers attempt to connect at very specific times.

Jyra enables E-tailer companies to ensure their web services always deliver the
speed and efficiency required to maintain existing and win new on-line
customers. Jyra provides E-tailers with an e-commerce performance assessment
solution that accesses, browses, and logs onto sites on the Internet in the
same way as any live user or eCommerce customer. Graphical on-line
representation of customers experience when purchasing from a site shows
E-tailer what's really going on, when the real peaks are and provides an
indication of how potential customers tried to buy but were prevented from
doing so by poor performance. Getting performance right at the peak times, more
than any other factor, can increase the number of visitors connecting to the
site, the % of shoppers who actually buy and the revenue earned at peak times.

In a market that can only get more competitive, Jyra is a valuable weapon for
those in the web business who want to outperform the competition and deliver
the best on-line service to their customers.


SERVICE PROVIDERS

Service Providers own and operate shared networks and computer facilities.
They sell the use of these network and computer facilities to their customers
and provide a network connection between the customers and the remote computer
facility.  Management has been encouraged by the trend in growth of the number
of Service Providers and the growth in the number of Enterprises looking to buy
the services of service providers. The offerings form Service Providers have
many advantages for Enterprises, reaching from the provision of cost effective
global network connectivity to fast time to market e-commerce offerings. The
'ready to roll' facilities which Service Providers offer enables Enterprises to
adapt to the fast moving market places which all organisations now find
themselves having to deal with. Whilst there are many different types of
Service Provider, such as Network Service Provider, Internet Service Provider,
Application Service Provider etc. they all essentially providing elements of
the electronic business systems which their customers operate. For these
reasons we believe that all forms of Service Provider have need for Jyra SMS.









                                       8
<PAGE>
Yipes - An example of a Network Service Provider

The global growth of Network Service Providers has been dramatic.
Yipes Communications Inc., a leading optical IP network provider in North
America, chose SMS as part of its premier network service management portfolio.
SMS agents will be placed at every point of presence (POP) on Yipes' next-
generation network to monitor end-to-end network and application response time
for its customers. Yipes' aim is to set new standards for customer service.
Yipes' services are backed by aggressive Service Level Agreements, which assure
business quality of service, low latency and guaranteed bandwidth availability.
SMS agents will measure hop-by-hop latency throughout the Yipes
state-of-the-art optical IP network and alert Yipes' Network Operations Center
(NOC) should the response time exceed pre-agreed service levels.

Yipes is the defining provider of managed optical IP networks. Yipes leverages
the elegance of native Ethernet technology to provide Just-In-Time BandwidthSM
that is smoothly and quickly scalable from 1 Mbps to 1 Gbps (in 1 Mbps
increments), enabling the next generation of Internet services. Yipes' highly
affordable services, currently available in 20 markets coast-to-coast, include
Yipes MAN (metro area networking), Yipes WAN (wide area networking), Yipes NET
(high-speed Internet access), Yipes WALL (managed firewall service) and Yipes
WEB (e-commerce infrastructure). Yipes is building the first Application-Aware
NetworkSM, which will empower customers to manage bandwidth and quality of
service on a real-time, application-specific basis. Yipes has received $291
million in funding from more than 30 investors including Norwest Venture
Partners, New Enterprise Associates (NEA), The Sprout Group/CSFB, Charter
Growth Capital, JP Morgan Partners, BancBoston Capital, Soros Private Equity
Partners, Focus Capital and Intel Capital. Yipes has been honored for
innovation and excellence by America's Network, Computerworld, Inter@ctive
Week, The Net Economy, tele.com and Telephony magazines. The company is
headquartered in San Francisco.

In addition to providing alerting of service level variations, Yipes use the
monitoring and reporting which SMS performs to provide the data for their
on line customer support and billing systems.

We believe that Yipes provides an excellent example showing how new generation
Service Providers can leverage Jyra products to assist in gaining and retaining
market leadership.


SALES OVERVIEW

We plan to rapidly increase the sales force to meet the current demand.  We
currently operate on two continents: in the USA, with a sales office on each
coast, and in Europe, where we have sales operations based in the United
Kingdom and The Netherlands.  We continue to market our products within the
United States and Europe.







                                       9
<PAGE>
We are actively seeking additional sales staff within our existing markets.
Our sales are currently being made through multiple channels including systems
integrators and resellers.  These resellers provide system installation,
technical support, and follow-up services to end-customers.  Generally, our
resellers have nonexclusive agreements within a territory.  Resellers do not
receive sales commissions, but are entitled to purchase at a discount
(relative to suggested end-user prices) for the products, which they resell.
The company continues to seek and to attract additional service partners,
primarily in the telecommunications industry.  These permit Jyra to
participate in larger deals as part of an overall service management solution.


INTERNATIONAL OPERATIONS

We have operated internationally from the first launch of our service
monitoring product.  We generally offer 30 day net terms in the United States
and Europe.  We operate a single global pricing strategy, where product is
priced in United States dollars.  Additionally, we will accept international
orders in United Kingdom pounds sterling, and may accept orders in euros.  We
are subject to additional risk as a result of international operations, and
this is covered more fully in "Business Risks" on page 34.


STRATEGIC ALLIANCES

During 1998, we identified Cisco Systems as a good company with which to work.
We assigned specific executives to work exclusively on achieving an arrangement
with Cisco Systems, and by October 1998 were successful in reaching a joint
marketing arrangement with Cisco Systems.  Through time these arrangements have
developed in response to market needs and as of today our products are included
in the Partner Enabled Enterprise Network Performance Programme, which is a
component of the Cisco Professional Services Partner (PSP) Program. To our
satisfaction Cisco continued to position Jyra SMS as an integral part of their
Partner Enabled Enterprise Network Performance Programme. Jyra SMS provides
Cisco PSP's with the ability to monitor and measure network performance using
various service metrics including latency and throughput. The value this brings
to the Cisco PSP Programme is the ability to time synchronise network
performance and service delivery assisting in locating the problem areas on the
network affecting overall performance. In addition Cisco Professional Services
has chosen JyraScope the flexible report viewer that enables correlation and
executive reporting of data collected by the Cisco Professional Services
Partners to provide customers with in-depth services for network planning,
design, implementation, operation, and optimisation.












                                       10
<PAGE>
During 2000, we entered into a strategic partnership with RiverSoft. Jyra SMS
expands RiverSoft's Interventionless infrastructure management solution with
network and applications-layer performance monitoring, providing a business
context against which service providers, telcos, and traditional enterprises
can manage the network. The combined solution allows network management to be
become a service differentiator and allows service providers to offer, and be
seen to offer, premium services to premium customers. Together, Jyra and
RiverSoft offer service providers a virtuous circle of network monitoring and
network improvement through performance-aware network management. Changes and
reconfigurations are immediately understood in terms of their impact on network
latency and network performance. In addition to isolating faults to their root
cause, the combined deployment also reports faults in terms of their impact on
end-to-end throughput and on user response times.


MARKETING

Subsequent to the year end December 31st 2000 a Marketing campaign
has been put in place for the end of the first quarter following commercial
success in both the Service Provider and Enterprise markets. The campaign
started during March 2001 and we chose to focus on five areas. The first is a
telemarketing campaign targeting large enterprise customers, the deliverable of
the campaign will be fully qualified appointments for Jyra direct sales people.
The second is a direct marketing campaign focusing on verticals within the
enterprise sector, driving both education and interest.  The web site is a
focus area for Jyra, the site will be developing in both content and structure
over the next year. The final two focus areas are partner marketing, an example
of which is the Partner program which is being developed to increase Jyra sales
through the channel and the second is joint marketing activity with our
Strategic Vendor Partners to improve positioning and branding awareness.


SUPPORT SERVICES

We support our products domestically on a direct basis and internationally
through a combination of direct support and with the assistance of systems
integrators.  We currently offer a range of services, including product
support, education and network consulting, although management expects that our
systems integrators will be the primary providers of services associated with
our product range.  The Company's products are typically sold with a support
agreement of up to one year included in the sales order.  We also offer support
services for our products beyond this initial period, for a fixed fee, through
our support program.  Customers whose products are covered under support
agreements receive software updates, phone-in technical support, and various
electronic support options.










                                       11
<PAGE>
COMPETITION

The market for Internet performance measurement and diagnostic services is new
and rapidly evolving.  The global nature of the Internet makes it easier for
existing and new competitors to become visible to our customers and prospects.
We expect competition in this market to intensify in the future.  Our
competitors vary in size and in the scope and breadth of the  products and
services that they offer.  Our primary business is the supply of enterprise-
scale solutions to corporates and to network operators.  Our primary
competitors are the Netcare division of Lucent (previously known as INS
InSoft), and Hewlett-Packard.  Other competitors include Computer Associates,
BMC, Compuware, Concord, Keynote, and Micromuse.  The company also may
experience competition from niche suppliers such as Freshwater, NetScout,
NetIQ, Inverse Network Technology.  Mercury Interactive, and Segue Software.


Some of our competitors have, and our future competitors may have:

      longer operating histories;

      larger customer bases;

      greater brand recognition in similar businesses; and

      significantly greater financial, marketing, technical and other
      resources.

In addition, some of our competitors may be able to:

      devote greater resources to marketing and promotional campaigns;

      adopt more aggressive pricing policies; and

      devote more resources to technology and systems development.

For our service provider hosted on-line web monitoring service business, we
compete against a wide range of consultancy and service offerings, including
WebCriteria, MIDS MatrixIQ Service, Keynote and free services such as the Web
Site Garage unit of Netscape, NetMechanic and Internet Weather Report.  While
the services may not be as comprehensive or complete as ours, and they may have
less flexibility in reporting than we do, customers could still choose to use
these services.

We also suffer indirect competition from increased competition and investment
in network capacity.  Customers may choose to spend more on additional capacity
rather than better management of the existing capacity.

We suffer indirect competition from suppliers that offer to control or shape
the network traffic on all or part of the network.  Customers may choose to
believe that expenditure solely on control rather than independent measurement
is an adequate solution.




                                       12
<PAGE>
Increased competition may result in price reductions, increased costs of
providing our services and loss of market share, any of which could seriously
harm our business.  We may not be able to compete successfully against our
current and future competitors.


RESEARCH AND DEVELOPMENT

We are engaged in research and development efforts to develop customer
solutions for each of our main markets.  We focus our product development
activities on products that are responsive to customer requirements and that
provide end-to-end performance management solutions.  Our research and
development investments are currently made internally and in addition, the
Company makes minority equity investments in early stage technology development
entities to develop complementary products.  Our R&D focus is on two major
activities: increasing our capabilities within wireless networks and and
e-Commerce.  There can be no assurance that we will be able to successfully
develop new products to address new customer requirements and technological
changes, or that such products will achieve market acceptance.  All of our
expenditures for research and development costs have been expensed as incurred.


MANUFACTURING

We do not currently manufacture any hardware products.  Our software products
are currently supplied on compact disc (CD) but are capable of being
distributed electronically via the Internet.  We have no immediate plans to
package our products into a hardware platform, but the Company may choose to do
so if market opportunity dictates.  Our processes and procedures are not ISO
9001 certified, and there can be no guarantee that absence of ISO9001
certification will not affect future sales of our products.

EMPLOYEES

We had 26 employees as of March 26, 2001: 11 in Research & Development, 11 in
Sales & Marketing, 2 in General Management and 2 in Finance and Administration.
None of our employees are subject to a collective bargaining agreement, and we
believe that our relations with our employees are positive. Our future success
depends on our ability to attract, motivate and retain our key personnel.
Competition for highly qualified professional services personnel with knowledge
of our industry is intense. We cannot be certain that we can attract or retain
a sufficient number of professional services personnel that our business
requires.


PROPRIETARY RIGHTS AND LICENSES

At the present time, we do not own any patents relating to any of our products.
We rely on copyright, trademark and trade secret laws to establish our
proprietary rights in our products.  The company seeks to protect its brand and
services through trademarking.  Because the Local area network "LAN" and Wide
Area Network "WAN" industry is characterised by rapid technological change, we
will be relying upon our innovative management, technical expertise, and
marketing skills to develop, enhance and market our products.

                                       13
<PAGE>
HISTORY OF THE COMPANY'S DEVELOPMENT

Background

When we started in May 1996 our objectives were to design, develop, and market
computer network management systems which addressed the short comings of the
traditional network management systems available at the time.

We believed there were a number of problems with the management of networks at
that time and which we still believe exist today.  One major problem with
existing network management systems is their inability to determine the reason
why the link between two PCs is busy, or which type of traffic is causing the
congestion (i.e., processing, spreadsheets, dealer feeds, games, etc.).  We
believe that another major problem with existing network management systems is
their inability to efficiently and cost-effectively do anything other than
provide data showing how the network is at the time of asking.  This mode of
operation only describe the current state of the system, which immediately
after a failure is "down".  We believe that this type of real-time view is not
effective for long-term problem solving or diagnosis

We believe that existing network management systems are expensive, while being
limited to carrying out low level device oriented functions.  Existing network
probe devices or network analyzers require other devices for these products to
work most effectively.  Accordingly, the cost of deploying these network probes
and related devices can be prohibitively expensive.


PLANNED INITIAL PRODUCTS

Initially, during 1997 we planned to design a range of portable software tools
and centralised systems that would combine advanced protocol decode and expert
analysis capabilities.  These tools were planned to facilitate identification,
diagnosis and resolution of network problems.  The Company's planned initial
products had diagnostic and service level monitoring components, as listed
below:


PRODUCT APPLICATION

1. Mid-Level Manager
2. Diagnosis Pack Diagnostic
3. Analysis Pack Diagnostic
4. Probe Diagnostic
5. Service Level Monitor











                                       14
<PAGE>
SERVICE LEVEL MONITORING

As we began detailed design work for each of the products listed above, we
shared our plans with a number of our major potential customers, in order to
obtain their input at an early stage.  We learned from this input and from our
own research that customer demand was as strong for service level monitoring
products as it was for diagnostic products.  In particular, we believed that
the demand for products that monitored network performances in support of
commercial service level agreements would be much greater than purely
diagnostic devices.  Accordingly, we emphasised development of the Mid-Level
Manager and Service Level Monitor and launched an initial version of the
Mid-Level Manager during the second quarter of 1997.  The Mid-Level Manager was
designed to provide consolidated data collection from existing SNMP devices
making the data available to higher level reporting tools. At that time the
Company ceased expending any material resources on the development of the
Diagnosis Pack, Analysis Pack or Probe. Version 1.0 of the Mid-Level Manager
was purchased, in small quantities, by, among others, MCI, Glaxo and British
Telecom. Throughout 1997 we continued to work closely with major potential
customers, particularly telecommunications companies, to learn more about their
needs, with a view towards incorporating their requirements in the Company's
products.  This process resulted in the Company arriving at the concept of a
Services Management Architecture (SMA).


SERVICE MANAGEMENT ARCHITECTURE

The Service Management Architecture (SMA) is a distributed network management
architecture designed to provide detailed, accurate overviews of the network
service being delivered to the actual end-user.  It is intended that this focus
on the end-user allows the SMA to be used as a tool to ensure both the
integrity of a network and the ability to provide justification of Service
Level Agreements to important customers.  SMA is an architecture in which
multiple Service Level Monitors and Mid-Level Managers act as a single
distributed system reporting on network response time, or network performance,
as experienced by users at different locations. Version 2.0 of the SMA was
launched in September 1997.  After Version 2.0 of the SMA was launched the
Company continued to communicate with customers and potential customers to
ascertain how well the product was meeting their needs.  Based upon feedback
and the constantly evolving market place and needs of customers and potential
customers, we determined that the greatest potential for revenue growth was in
monitoring large networks.  This meant that the SMA needed to operate in a
distributed manner whereby semi-autonomous components of the software could be
spread across a large network to monitor network response times from multiple
locations, reporting back to a central console as required, and so scaling to
manage up to carrier class networks.  We made the decision to redesign the
Service Level Monitor and Mid Level Manager to be components of a potentially
large distributed system.








                                       15
<PAGE>
Accordingly, we began redesigning Version 2.0 of the SMA to meet the
requirements of distributed and scalable operations.  The first significant
distributed components of SMA were planned to be available for customer release
at end of May 1998.  Field tests of these distributed components were conducted
with select group of initial strategic customers during April 1998.  In
preparation for this release our primary focus, during the quarter ended March
31, 1998, was to encourage telecommunications companies to begin pilot testing
of our product with a view to developing new customer service offerings around
our service level reporting tools.

Our ability to monitor and prove actual application response times across large
networks, facilitates a basis on which telecommunications companies can bill
for improved service and also a means of justifying high value added data
transport services.  We had trials underway at British Telecom and in January
1998, our Mid-Level Manager and Service Level Monitor were chosen by MCI to
serve as a component in MCI's new Advanced Trouble Analysis Center (ATAC)
service. The Jyra element of the ATAC service was at an early stage of
development when the MCI business was subject to reorganisation as a result of
its merger with WorldCom.

In addition to being selected by MCI, our monitoring tools were installed and
were being evaluated by several European companies including telecommunications
and major banking customers.  We refined our market view to reflect that while
interest for our service monitoring tools comes from many sectors, including
hotel and leisure, banking, pharmaceutical, transport amongst others; by far
the most important sectors are the international telecommunications companies,
service providers and system integrators, which each believe that they must be
able to deliver a measured quality of service to their customer in order to
remain competitive and responsive to customer demands.

Our product development continued during the first quarter 1998, to focus on
addressing inherent scaling requirements of the telecommunication sector. With
specific guidance from MCI, we began designing into our service monitoring
tools an automated means of collecting response time between multiple groups of
any two Cisco routers in the Internet.  We were then able to announce this
feature in June 1998.

We had a number of telecommunications companies at the initial stages of the
sales process and had progressed with one in Denmark, to initial customer
deployment.  Our strategy in focusing on telecommunication companies had
provided us with a number of significant partners with whom we hoped that the
Company could scale its revenues as they deploy product across their own
customer base.












                                       16
<PAGE>
At the end of the third quarter ended September 30, 1999, we started focussing,
initially with PSINet, on delivering e-commerce monitoring services as a result
of the growth in demand for monitoring e-commerce performance. This decision
was reinforced in the light of the freeze in IT capital expenditure put in
place by many companies during the second half of 1999 in preparation for the
millennium. It was anticipated that the freeze would have adverse affect on
product sales. We believed that as many companies are restricted from
implementing new IT related projects during the millennium period this
restriction will be offset by the demand for organisations to deliver
e-Commerce services. Companies restricted by the millennium freeze in IT
capital expenditure consider services offered by a third party to be unaffected
by the freeze.  We see this growth in e-commerce driving the need for
Application Hosters to deliver service commitments based around the Company's
products.  We see this resulting in increasing service revenues.

During the fourth quarter 1999 PSINet Inc launched Jyra In-Site, a performance
monitoring solution from the Company. Jyra In-Site enables PSINet's customers
to proactively manage the response times experienced by the exploding number of
visitors to their web-site, thereby maximising their sales opportunity. Jyra
charges PSINet a monthly fee per customer per Web page monitored. PSINet
selected Jyra as the basis for its customer "paid-for" service monitoring. This
joint initiative is available to provide PSINet customers with new performance
assured e-commerce services and opens up the rapidly growing e-commerce market
for Jyra's performance monitoring solutions.

Jyra In-Site was a first-to-market service from PSINet which allows their
hosted customers to receive performance reports detailing the response times
experienced by their online visitors. This level of information allows PSINet's
customers to scale their ability to serve customers in-line with their market
opportunity. The need to manage the speed with which users can access web
services is becoming critical. This is especially the case in the burgeoning
e-Commerce market, whereby the speed of conducting a transaction is likened to
waiting in a queue or holding on a phone.


MINORITY INVESTMENT - Share exchange with Path 1 Network Technologies Inc.

The Company entered into an agreement dated March 16, 1998 (the "Agreement")
with Path 1 Network Technologies Inc. ("Path 1").  Path 1 was incorporated on
January 30, 1998 under the laws of Delaware.

Path 1 is a leading provider of enabling technology for Real Time Interactive
Multi-media over computer networks. The Path 1 patent-pending TrueCircuit
technology makes it easy to deliver live interactive video and other
applications that require guaranteed quality of service. As networks acquire
greater bandwidth and users demand more services, the need for these
applications is growing.








                                       17
<PAGE>
The Agreement allowed for Jyra to make a strategic investment in Path 1 and
for Path 1 to make a strategic investment in Jyra by Path 1 exchanging its
Preferred Stock for common stock of Jyra.  The agreement became effective on
April 21, 1998.  The Board of Directors of Path 1 approved the creation of a
class of Preferred Stock to be issued upon the completion of the Path 1
initial Offering (April 1998 at $0.60 per common share) in order to fulfil its
obligations under the agreement for the purpose of Path 1 making a strategic
investment in Jyra, and for Jyra making a strategic investment in Path 1.  The
Preferred Stock issued to Jyra was non-assignable for 2 years, non-voting and
did not bear interest.  The Preferred Stock could be converted at Jyra's
option, into 277,018 Shares.  The Preferred Stock also provided that Path 1
shall neither issue any debt securities for a period of two (2) years from the
completion of the Offering, nor issue any warrants in connection with an
equity financing, without Jyra's consent, which would not be unreasonably
withheld.  We converted our 10 preference shares into common shares and
received a certificate for 277,018 common shares during December 1999.

During January 2001 the Board agreed that it will look to maximise its
financial return from the Corporation's interest in Path1, the only quoted
shares that the Corporation currently owns. The Board authorises the gradual
reduction of the shareholding, in an orderly fashion over time.  The Board gave
its irrevocable and unanimous consent and autorisation for the initiation and
completion of various disposals over time in respect of the Corporations total
holding of 277,018 shares in Path 1 Technologies Inc. As at March 26 2001 the
Company had disposed of a total of 36,018 shares at an average price of $9.19
Realising total gross proceeds of $331,060.





























                                       18
<PAGE>
ITEM 2.  PROPERTIES

Our executive offices are located at Hamilton House, 111 Marlowes, Hemel
Hempstead, Hertfordshire HP1 1BB England, consist of approximately 2,700
square feet, and is where it conducts research and development, at an annual
rental of 40,000 pounds sterling.  The lease expires in August 2004.


ITEM 3.  LEGAL PROCEEDINGS

On September 20, 1999, PATH 1 NETWORK TECHNOLOGY filed a complaint against
several of its then present and former officers in the San Diego County
(Calif.) Superior Court.  The complaint was against (i) Michael Berns, who at
various times had held the positions of Chairman of the Board of Path 1,
Executive Chairman and Chief Executive Officer of Path 1, (ii) Franklin Felber,
former Treasurer and a former director of Path 1, (iii) James Berns, a then
current director and former Secretary of Path 1, (iv) Rona Berns, wife of
Michael Berns and holder of record of 1,148,720 shares of common stock of Path
1, and (v) the law firm of Berns & Berns, former general counsel to Path 1 and
Jyra.  The Path 1 complaint was for breach of oral contract, professional
negligence, breach of fiduciary duty, constructive trust, breach of the
covenant of good faith and fair dealing, and unfair business practices,
primarily in connection with the allocation of founder's stock of Path 1.  Path
1 was seeking damages and/or the return of stock.  Michael Berns, James Berns
and Felber sued Path 1 in Delaware Chancery Court on November 9, 1999 to seek
to enforce their asserted rights to indemnification and advancement.

On November 29, 1999 Franklin Felber filed a cross-complaint (case no. GIC
735665) in the San Diego County (Calif.) Superior Court.  The cross-complaint
was against Path 1, Ron Fellman, Doug Palmer, Roderick Adams and Jyra for
fraud, breach of fiduciary duty, breach of the covenant of good faith and fair
dealing, and misrepresentation in connection with the exercise in July 1999 by
Jyra of its private option to purchase from Felber, for $4.00 per share,
255,640 shares of Path 1 common stock.

Subsequent to the end of financial year 2000 under a Settlement Agreement and
Mutual Release dated January 4, 2001, all the lawsuits between Path 1, Ron
Fellman, Doug Palmer, Roderick Adams and Jyra against Franklin Felber were
settled.  To settle the lawsuits, Path 1 paid Felber $300,000 and placed in an
escrow additional cash and stock with the intent that Felber would on January
10, 2002, receive from it some or all of the cash and stock, based on the
various rules (see exhibit 10.09 attached). Neither the Company (Jyra) nor
Roderick Adams made any financial contribution to the settlement.  The Company
ensured from the outset that as little time as possible was spent on this
matter and that the legal costs did not impact on its overall expenditure. The
Company's General & Administrative (G&A) expenditure was not material effected
by the legal expenditure incurred in this litigation and the Company's total
G&A was actually 18.3% less for 2000 than that of 1999.

As of March 26, 2001, there are no other material legal proceedings pending
against the Company that will have a material adverse effect on the
consolidated financial position, liquidity or results of operations of the
Company.


                                      19
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE.




















































                                     20
<PAGE>
                                 PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

TRADING MARKET OF COMPANY'S SHARES
The principal trading market for our shares is the National Association of
Securities Dealers Over the Counter Bulletin Board ("OTC Bulletin  Board"), on
which our shares have traded since September 24, 1996.  The price range of
trading in the Shares, on a quarterly basis, since that time, is as follows:
<TABLE>
<CAPTION>
                 OTC BULLETIN BOARD
                 <S>                                   <C>                <C>
                                                     1998 Trades        Volume
                                                    Low |High
                  1st Quarter                      8.50 | 13.50      3,162,800
                  2nd Quarter                      6.88 | 14.13      5,208,200
                  3rd Quarter                      4.88 | 11.10      2,350,200
                  4th Quarter                      4.63 | 10.47      2,595,000

                                                    1999 Trades        Volume
                                                    Low |High
                  1st Quarter                      6.44 | 12.38      2,949,600
                  2nd Quarter                      7.00 | 10.63      1,194,800
                  3rd Quarter                      6.25 | 8.88         855,500
                  4th Quarter                      5.42 | 8.38       1,244,700

                                                    2000 Trades        Volume
                                                    Low |High
                  1st Quarter                      5.94 | 8.94       3,056,100
                  2nd Quarter                      3.19 | 8.00       1,326,200
                  3rd Quarter                      1.28 | 3.97         971,000
                  4th Quarter                      0.44 | 2.44       1,617,900

                                                    2001 Trades        Volume
                                                    Low |High
                  1st Quarter (Jan 3-Mar 26)     0.6875 | 1.625       628,600
</TABLE>
(1) Prices have been adjusted to reflect the 2-for-1 stock Dividend, in
the form of a stock dividend on September 8, 1997.

Note:  OTC Bulletin Board Quotations - The OTC Bulletin Board quotations
represent inter-dealer prices, without mark-ups,  commissions, etc., and they
may not necessarily be indicative of actual sales prices.

The last trade of the Shares on the OTC Bulletin Board on March 26, 2001
was $0.7812.







                                  21
<PAGE>
GERMAN TRADING

Jyra shares began trading on the Frankfurt Stock Exchange on Friday, March 12,
1999, prior to that our shares were quoted in Munich and Hamburg exchanges.
The trading statistics for Germany are:

<TABLE>
<CAPTION>
                                                     1998 Trades(1)     Volume
                                                     Low |High
                 <S>                                   <C>                <C>
                 2nd Quarter                       6.65 | 13.45      1,209,528
                 3rd Quarter                       4.88 | 10.10        684,143
                 4th Quarter                       4.63 |  9.59        494,723

                                                    1999 Trades        Volume
                                                    Low |High
                 1st Quarter                       6.00 | 10.40      1.576.506
                 2nd Quarter                       7.00 | 9.85         700,471
                 3rd Quarter                       6.50 | 8.05         479,399
                 4th Quarter                       5.80 | 8.15         472,514

                                                    2000 Trades        Volume
                                                    Low |High
                 1st Quarter                       6.55 | 8.45         891,272
                 2nd Quarter                       3.90 | 7.00         421,791
                 3rd Quarter                       2.00 | 3.95         377,610
                 4th Quarter                       0.90 | 2.30         375,264

                                                    2001 Trades        Volume
                                                    Low |High
                 1st Quarter (Jan 3-Mar 26)        0.90 | 1.58         186,215
</TABLE>
    1) Prices in euros. As at March 26, 2001 one euro equalled 0.8948 United
       States Dollar, source - Reuters.

The last trade of the Shares on the Frankfurt Stock Exchange on March 26, 2001
was 0.90.

THE VOLATILITY OF OUR STOCK PRICE COULD ADVERSELY EFFECT THE VALUE OF AN
INVESTMENT IN OUR SHARES

The market price of our common stock has fluctuated in the past and is likely
to fluctuate in the future. In addition, the market prices of securities of
other technology companies, particularly Internet-related companies, have been
highly volatile. This volatility is often unrelated to the operating
performance of these companies. Factors that may have a significant effect on
the market price of our common stock include:

  .   actual or anticipated variations in our quarterly operating results;

  .   announcements of technological innovations;

  .   competitive developments;

                                  22
<PAGE>
  .   failure in one or more future quarters of our operating results to
      meet the expectations of investors;

  .   changes in market valuations of e-business technology companies;

  .   additions or departures of key personnel, notably our management team
      and experienced engineers;

  .   conditions and trends in the Internet and e-business industries; and

  .   general economic conditions.


HOLDERS OF RECORD

As at March 26, 2000 the Company had 40 Holders of Record on its shareholder
register.


DIVIDEND INFORMATION

The Company has never declared or paid cash or other dividends on its Shares
and it is currently the intention of the Company not to declare or pay cash
dividends on its Shares.  The payment of cash dividends in the future will
depend on the Company's earnings, financial condition, capital needs and other
factors deemed relevant by the Board, including statutory restrictions on the
availability of capital for the payment of dividends, the rights of holders of
any series of preferred stock that may hereafter be issued and the
limitations, if any, on the payment of dividends under any then-existing
credit facility or other indebtedness.  It is the current intention of the
Board to retain earnings, if any, to finance the operations and expansion of
the Company's business.























                                  23
<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES

During 2000 the Company sold 625,100 common shares at $3.00 per share to
financial institutions and accredited investors for total proceeds of
$1,875,300. Subsequent to December 31 2000 the Company sold 680,000 common
shares at $0.75 per share to financial institutions and accredited investors
for total proceeds of $510,000.


ITEM 6. SELECTED FINANCIAL DATA

CONSOLIDATED STATEMENTS OF INCOME DATA
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                       -------------------------------------------------
<S>                                        <C>             <C>           <C>          <C>            <C>
                                       Cumulative                                               Eight months
                                          since                                                ended December
                                        Inception          2000          1999         1998         1997         1996
                                       ----------      ----------   ----------    ----------   ----------   ----------
<CAPTION>

Revenues...................             2,398,789         940,126      530,559       536,021      392,083            0
Net Loss  .................           (11,716,387)     (2,902,254)  (2,996,323)   (3,047,410)  (2,422,705)    (347,692)
Loss per share..(1).    ...                                 (0.21)       (0.23)        (0.24)      $(0.19)       (0.04)
Weighted average common and common                     13,755,658   13,169,323    12,903,798   12,587,367    8,876,364
equivalent shares outstanding..
</TABLE>


CONSOLIDATED BALANCE SHEET DATA
<TABLE>
<CAPTION>
                                                                          AS OF DECEMBER 31,
                                                  ---------------------------------------------------
<S>                                                    <C>              <C>          <C>          <C>


                                           2000         1999          1998         1997         1996
                                       ----------    ----------    ----------   ----------   ----------

<CAPTION>
Working capital....................      $699,880     $ 974,441     1,226,503    3,323,030    3,449,489
Total assets.......................    $2,744,108     2,270,775     2,701,378    3,811,266    3,547,695
Long-term obligations..............             0        15,101    ... 13,893       26,335            0
Total stockholders' equity........      1,749,842     1,643,853     2,009,078    3,567,833    3,446,701
</TABLE>

(1) Fiscal year 1997 and prior period reflect the 2-for-1 stock Dividend, in
the form of a stock dividend, approved by the Company's Board of Directors
which was effective September 1997.














                                       24
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 2000-1999

                               2000-1999

BUSINESS NARRATIVE

During first Quarter 2000 the Electronic Telegraph, one of Europe's largest
electronic publications, chose Jyra In-Sight to monitor their primary eCommerce
web sites for user performance. The In-Site service provides the Telegraph with
a precise view of the extent and the frequency of peaks in reader interest.
Jyra also provides a graphical view of performance for each component of the
web process including networks, persistent sessions and load balancing. The
In-Site service also helps the Electronic Telegraph to perform at all times,
delivering better service to readers and advertisers alike. This allows the
Electronic Telegraph to expand their registered user base and market to expand
while making optimal use of their IT systems.

During the first quarter 2000 we announced the release of Version 3 of our
product which we renamed at that time to Service Management Solution (SMS). SMS
monitors the performance of a complete e-Commerce shopping experience. This new
version embraces the functionality and security principles now being
implemented by the world's most successful e-Commerce companies. Our Version 3
is geared towards companies who actually transact business over the Internet,
satisfying the growing demand to be able to monitor all aspects of on-line
shopping, on-line trading and e-commerce processes.  We have made significant
progress since the release of Jyra's Version 3 product. We have been developing
a new addition to the core product. JyraScope was released during the second
quarter 2000. JyraScope provides a new and innovative view of performance,
providing the rare ability to cross correlate application and network
performance data to identify actual bottle necks causing poor application
performance.

During the second quarter 2000, YIPES Communications Inc., a leading optical IP
network provider,  announced that it had selected Jyra to ensure network
quality of service, since Jyra helps guarantee superior management of Yipes'
leading-edge optical IP network. Yipes selected our Service Management Solution
(SMS) as part of its premier network service management portfolio.

Yipes is one of the first national providers of fully scalable bandwidth-on-
demand for business applications. With true bandwidth-on-demand, Yipes
customers pay only for what they need. Yipes is the defining provider of a new
class of managed optical IP networks. Yipes leverages the elegance of native
Ethernet technology to provide service that is smoothly scalable (in 1 Mbps
increments) from 1 Mbps to 1 Gbps, enabling the next generation of Internet
services. Yipes' networks provide roughly twice the bandwidth at 80 percent of
the price of traditional data communications services.








                                  25
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 2000-1999 (Con't)

Jyra wireless solutions are being used to monitor performance of next
generation interactive mobile services such as General Packet Radio Service
(GPRS) - data over mobile telephones, as well as WAP based services.
Performance of wireless applications is increasingly regarded as a
differentiator for mobile telecommunication companies delivering innovative
interactive services. Now, as a result of GPRS, mobile telecommunication
companies can deliver high bandwidth services but must focus on delivering
quality of service and improved content.

New mobile services are creating revolutionary business opportunities by
providing a new channel to market for existing services and the possibility for
totally new services that can reach customers 24 hours a day wherever they are.
It has been estimated that in excess $15 Billion will be spent on GSM
transmission equipment this year as mobile telecommunication companies compete
to offer the best performing services delivering high speed e-commerce related
Internet applications to the mobile user.

Europe, for the moment, leads the world in wireless service delivery. European
manufacturers dominate the handset market and European wireless operators are
delivering among the worlds most sophisticated services to a greater density of
customers than anywhere else. The USA has led the Internet phenomenon. A new
era is approaching in which the two biggest growth trends  the Internet and
Wireless is converging. As a result of this convergence wireless operators, to
remain competitive, must deliver networks that support higher and higher
performance Internet services to mobile phones. We believe the company to be
well positioned to take advantage of this emerging market with the
implementation of a customised system already taking place on client site.

On 23rd June, 2000 we were pleased to announce the appointment of Roderick
"Archie" Adams as our C.E.O. Mr Adams took up the role from Paul Robinson
allowing Mr Robinson to focus on vital Business development activities. We
believe Mr Adams forthright style is necessary to drive the ongoing changes in
structure and focus required by the Business Plan. One of the immediate results
was the engagement of Alttitude to provide process and direction at this
critical time for Jyra. In addition, Murdo Macdonald a partner and Director of
Alttitude is acting as the Company's Sales Director. We believe Mr Macdonald
brings to bear considerable sales and sales management experience in the
telecommunications and networking industry.














                                  26
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 2000-1999 (Con't)

Shortly after the appointment of ALTTITUDE we were pleased to announce that Mr
Joop van Kammen has joined Jyra as Chief Operating Officer (COO) and member of
our Board. Mr van Kammen principally carries the overall responsibility of the
sales strategy necessary to effectively drive Jyra's Performance Solution into
a dominant position initially in the European Service Provider market. Mr van
Kammen brings unprecedented knowledge and experience from the European Service
provider market. Previously Mr van Kammen held the position as Vice President
Technology/Business Strategy of World Online International B.V reporting
directly to the CEO, until he tended his resignation in March 2000, prior to
the World Online Initial Public Offering (IPO) when it raised in excess of $2.5
Billion. In concert with these appointments an aggressive recruitment campaign
was initiated to furnish Jyra with high calibre sales executives required for
our sales force. We believe that this rapid pace of change will continue
through 2000.

During the third quarter 2000 our main emphasis continued to focus strongly on
driving forward the Sales & Marketing strategy of the Business Plan for 2000.
Building on the changes to strengthen our sales management which occurred in
the second quarter 2000 pursuant to the first phase of the Sales & Marketing
strategy a sales recruitment campaign was commenced. Our new sales management
team used their collective sales experience to establish a recruitment process
designed to build a high quality team of sales professionals. The team now in
place consists of 11 highly motivated individuals with an average of over 15
years experience each. To ensure market penetration is maximised, the team is
focused on our chosen markets, which include; Telco, Service Providers,
Wireless Operators, Channel & Integration partners and large corporations.

In parallel with these satisfying changes to the Company's sales force the
Business Development activity is positioned to provide strategic advantage to
the sales process. The primary goal of the Business Development activity is to
position our product as the performance monitoring element within wider Service
Provider and Enterprise solutions. This positioning assists the Company's sales
force by adding weight to our message and by allowing the Company to leverage
the sales forces of complimentary suppliers.

The first partnership from this activity is with Riversoft, where the two
companies partner to provide enhanced performance and fault monitoring which
interrelate network availability and performance with the business service
impact. The Company is seeking to partner with other companies who have
complementary products such as providers of quality of service based billing
solutions.

The new sales approach, although in its infancy, is showing a number of
encouraging signs, such as shorter sales cycles and repeat business. During
Quarter 4 2000 the partnership and reseller activities generated interesting
new business.






                                  27
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 2000-1999 (Con't)

During the first quarter of 2001 the new sales team and strategy has provided
the strongest quarter in the company's history. Average order value and the
quality of customers have both strengthened, with the result that management
are looking forward to continued exciting sales activity during the remainder
of 2001


REVENUE

<TABLE><CAPTION>
<S>                                                   <C>       <C>     <C>
                                                       2000    1999   Change
                                                      ------- ------ --------
                                                      (In thousands)

   Revenue.............................................$940    $530    77.2%
</TABLE>

The 77% increase in Revenue in 2000 compared to 1999 was attributable to
increase in both the number of new customers and the increase in repeat revenue
from existing customers.  We do not distinguish between revenues generated by
new customers and revenues generated by existing customers. For the year ended
December 31, 2000, Yipes and BAA each accounted for in excess of 10% of
total revenues.  The general increase in Revenue can also be attributable to
the sales reorganisation undertaken in the second half of 2000 resulting from
the June 2000 strategic sales review.


SALES AND MARKETING

<TABLE><CAPTION>
<S>                                                    <C>     <C>    <C>
                                                       2000    1999   Change
                                                      ------- ------ --------
                                                      (In thousands)

   Sales and Marketing............................... $1,401  $1,248   12.2%
</TABLE>

Our sales and marketing expenses increased from fiscal 1999 to fiscal 2000 due
to our investment in additional personnel in our sales and marketing
organisation as a result of the company's decision to restructure and
streamline the existing sales force.









                                  28
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 2000-1999 (Con't)


GENERAL AND ADMINISTRATIVE

<TABLE><CAPTION>
<S>                                                    <C>     <C>    <C>
                                                       2000    1999   Change
                                                      ------- ------ --------
                                                      (In thousands)

   General and Administrative......................... $615    $755   -18.3%
</TABLE>

This decrease reflected the level of general business efficiency and
consolidation within the Company.


RESEARCH AND DEVELOPMENT

<TABLE><CAPTION>
<S>                                                    <C>     <C>    <C>
                                                       2000    1999   Change
                                                      ------- ------ --------
                                                      (In thousands)

   Research and development......................... $1,057    $1,217   -13.1%
</TABLE>

The Company continued to work on its existing development program, and
is actively recruiting additional development staff.


GROSS MARGIN

Cost of revenues consists of manufacturing costs, relating to the Packaging and
printing of CDs.  Gross margin as a percentage of revenues was 98% for fiscal
year 2000 as compared to a Gross margin of 99% for the 12 months ended December
1999.  During fiscal year 2000, the Company incurred costs associated with the
sale of software and its packaging, these tend to be considerably lower that
selling Hardware.


INTEREST INCOME, NET

Interest income, net was $32,213 in fiscal year 2000 compared to $12,896 in
fiscal year 1999.  The increase in interest income is primarily the result
of higher balances of cash equivalents during fiscal year 2000.






                                  29
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 2000-1999 (Con't)

EARNINGS (LOSS) PER SHARE

Earnings (loss) per share for fiscal year 2000 was ($0.21) per share compared
to ($0.23) per share in the fiscal year ended December 1999.  The number of
weighted average common shares outstanding for fiscal year 2000 was 13,755,658
as compared to 13,169,323 in the year ended  December 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operations in fiscal year 2000 was $2,902,254 compared to
$2,996,323 in the fiscal year ended December 1999.

Net cash raised from investing activities was $51,587 in fiscal year 2000
compared to $29,658 in the fiscal year ended December 1999.  These funds were
principally received from the disposal of redundant equipment.

As of December 31, 2000, the Company's principal sources of liquidity
included cash and available for sale securities totalling $2,159,441.  The
Company currently has no outstanding bank borrowings and has no established
lines of credit.  The Company continues to meet its working capital
requirements through its product sales revenue and financing transactions
involving the private placement of equity securities.

During 2000 the Company sold 625,100 common shares at $3.00 per share to
financial institutions and accredited investors for total proceeds of
$1,875,300. Subsequent to December 31, 2000 the Company sold 680,000 common
shares at $0.75 per share to financial institutions and accredited investors
for total proceeds of $510,000.

As at March 26 2001 we had disposed of 36,018 Path 1 at an average price of
$9.19 realising gross proceeds of $331,060. As at March 26 2001 we held 241,000
Path 1 with a gross value of $2,063,562.

We believe that we will have sufficient working capital to fund current levels
of operations through 2001, assuming the Company receives at least $3 million
from product sales and financing transactions involving the private placement
of equity securities.  There can be no assurance the Company will be able to
raise the necessary funds.  The Company establishes its expenditure level
based upon its expectations as future revenues and if revenue levels were
below expectations this could cause expenses to be disproportionately high.
Therefore, a decrease in near term demand or insufficient level of equity
funding would adversely affect the Company's results of operations in 2001.









                                  30
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 2000-1999 (Con't)


In addition, in the event that the Company receives a larger than anticipated
number of purchase orders the Company may require resources greater than our
available cash or than are otherwise available.  In such event, the Company
may be required to raise additional capital.  The Company believes that, if
needed, it will be able to obtain additional funds required for future needs.














































                                  31
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 1999-1998


REVENUE

<TABLE><CAPTION>
<S>                                                    <C>     <C>    <C>
                                                       1999    1998   Change
                                                      ------- ------ --------
                                                      (In thousands)

   Revenue.............................................$530     $536     -1%
</TABLE>

The commercial success of our new software released midway through 1999 was
offset by a general freeze of purchasing in Jyra's key markets during the
fourth quarter 1999.


SALES AND MARKETING

<TABLE><CAPTION>
<S>                                                    <C>     <C>    <C>
                                                       1999    1998   Change
                                                      ------- ------ --------
                                                      (In thousands)

   Sales and Marketing................................$1,248  $1,055   18.3%
</TABLE>

This increase reflects the general increase in sales activity during 1999.


GENERAL AND ADMINISTRATIVE

<TABLE><CAPTION>
<S>                                                    <C>     <C>    <C>
                                                       1999    1998   Change
                                                      ------- ------ --------
                                                      (In thousands)

   General and administrative..........................$755     $896  -15.7%
</TABLE>

This decrease reflected the level of general business efficiency and
consolidation within the Company.








                                       32
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 1999/98 (Con't)

RESEARCH AND DEVELOPMENT

<TABLE><CAPTION>
<S>                                                    <C>     <C>    <C>
                                                       1999    1998   Change
                                                      ------- ------ --------
                                                      (In thousands)

   Research and development..........................$1,217   $1,526    -20%
</TABLE>

The decrease in spending was due to the ongoing replacement of contract staff
with full time employees. Undaunted by the competition for staff an active
recruitment campaign continued.


GROSS MARGIN

Cost of revenues consists of manufacturing costs, relating to the
Packaging and printing of CDs.  Gross margin as a percentage of revenues was
99% for fiscal year 1999 as compared to a Gross margin of 94% for the 12
months ended December 1998.  During fiscal year 1999, the Company incurred
costs associated with the sale of software and its packaging, these tend to be
considerably lower that selling Hardware.


INTEREST INCOME, NET

Interest income, net was $12,896 in fiscal year 1999 compared to $81,255
in fiscal year 1998.  The decrease in interest income was primarily the result
of lower balances of cash equivalents and lower interest rates during fiscal
year 1999.


EARNINGS (LOSS) PER SHARE

Earnings (loss) per share for fiscal year 1999 was ($0.23) per share
compared to ($0.24) per share in the fiscal year ended December 1998.  The
number of weighted average common shares outstanding for fiscal year 1999 was
13,169,323 as compared to 12,903,798 in the year ended  December 31, 1998.












                                       33
<PAGE>
BUSINESS RISKS

The following is a summary of risks affecting the business and results of Jyra
Research Inc. ("Jyra" or "the Company") and should be read in conjunction with
the description of the Company's business contained in the other sections of
the Company's Form 10-K for the year ended December 31, 2000 (the "2000 10-
K").


OUR LIMITED OPERATING HISTORY AND THE RAPIDLY EVOLVING MARKET WE SERVE MAKES
EVALUATING OUR BUSINESS PROSPECTS DIFFICULT

We were incorporated in May 1996 but because of our limited operating history
and the uncertain nature of the rapidly changing market that we serve, we
believe the prediction of future results of operations is difficult.  As an
investor in our common stock, you should consider the risks and difficulties
that we face as an early stage company in a new and rapidly evolving market.
Some of the specific risks we face include our ability to:

            execute our sales and marketing strategy;

            expand our domestic and international sales efforts;

            introduce competitive products in a timely fashion;

            continue to finance our operations

To date, we have only recently received a limited number of orders for our
products.  There can be no assurance that we will ever have enough sales or
receive sufficient revenues to be profitable.


WE HAVE A HISTORY OF LOSSES, EXPECT OUR EXPENDITURES TO INCREASE AND OUR
LOSSES TO CONTINUE, AND MAY NEVER ACHIEVE PROFITABILITY

We have incurred losses since we commenced operations in 1996 and may never
achieve profitability.  Furthermore, we currently expect that our operating
expenditures will continue to increase significantly and we may not generate a
sufficient level of revenues to offset these expenditures or be able to adjust
spending in a timely manner to respond to any unanticipated decline in
revenues.

If revenues grow slower than we anticipate or if operating expenditures exceed
our expectations or cannot be adjusted accordingly, we may continue to
experience losses on a quarterly and annual basis.  Even if we achieve
profitability, we cannot assure you that we can sustain or increase
profitability on a quarterly or annual basis in the future.








                                       34
<PAGE>
THE UNPREDICTABILITY OF OUR QUARTERLY OPERATING RESULTS MAY ADVERSELY AFFECT
THE TRADING PRICE OF OUR COMMON STOCK.

Period-to-period comparisons of our operating results cannot be relied upon as
an indicator of our future performance.  Our operating results may be below
the expectations of public market analysts or investors in some future
quarter.  If this occurs, the price of our common stock would be likely to
decrease.  Our operating results are likely to fluctuate significantly in the
future on both a quarterly and an annual basis due to a number of factors,
many of which are outside our control  Factors that could cause our operating
results to fluctuate include variations in:

      fluctuations in the demand for our products and services;

      our success in expanding our customer support and marketing and sales
      organisations;

      the mix of channels through which those products are sold;

      the average selling prices of our products;

      the timing and size of orders and shipments of our products;

      the length of our sales cycle;

      delays in, or cancellations of, customer implementations;

      customers' budget constraints;

      the level of product and price competition in our markets;

      market perception of our products compared to our competitors;

      the timing and market acceptance of new product introductions and
      upgrades by us or our competitors;

      the amount and timing of our operating expenses;

      our ability to control costs;

      the level of product development expenditures; and

      general economic conditions.

In the past, we have experienced fluctuations in operating results.
Research and development expenses have fluctuated due to increased capital
expenditure on development equipment and consulting fees related to the launch
of new products and increased personnel expenses.







                                      35
<PAGE>
LACK OF GROWTH OR DECLINE IN INTERNET USAGE OR THE LACK OF ACCEPTANCE OF
COMMERCE CONDUCTED VIA THE INTERNET COULD BE DETRIMENTAL TO OUR FUTURE
OPERATING RESULTS.

Our products enhance companies' ability to transact business and conduct
operations utilising the Internet.  Therefore, our future sales and any future
profits are substantially dependent upon the widespread acceptance and use of
the Internet as an effective medium of commerce by consumers and businesses.
If use of the Internet does not continue to grow or grows more slowly than
expected, if the infrastructure for the Internet does not effectively support
growth that may occur, if government regulations change, or if the Internet
does not become a viable commercial marketplace, our business could suffer.
Rapid growth in the use of the Internet and other online services is a recent
development and we are unsure whether that acceptance and use will continue to
develop or that a sufficiently broad base of consumers will adopt and continue
to use the Internet and other on-line services as a medium of commerce.  To be
successful, we must rely on consumers and businesses, who have historically
used traditional means of commerce to purchase products, accepting and
utilising new ways of conducting business and exchanging information over the
Internet.

In addition, the Internet may not be accepted as a viable commercial
marketplace for a number of reasons, including potentially inadequate
development of the necessary network infrastructure or delayed development of
enabling technologies and Web performance improvements.  If the Internet
continues to experience significant growth in the number of users, frequency
of use or an increase in bandwidth requirements, the Internet's infrastructure
may not be able to support the demands placed upon it.  In addition, the
Internet could lose its viability due to delays in the development or adoption
of standards and protocols required to handle increased levels of Internet
activity, or due to increased governmental regulation.  If Congress, or other
governing bodies both within and outside the United States, decides to alter
materially the current approach to, and level of, regulation of the Internet,
we may need to adapt our technology.  Any required adaptation could cause us
to spend significant amounts of time and money.


IF THE E-COMMERCE SOLUTIONS MARKET FAILS TO GROW, OUR BUSINESS MAY FAIL

The market for e-commerce performance management solutions is in an early
stage of development and its success is not guaranteed.  Therefore, we cannot
accurately assess the size of the market, the products needed to address the
market, the optimal distribution strategy, or the competitive environment that
will develop.  In order for us to be successful, our potential customers must
recognise the value of more sophisticated e-commerce performance management
solutions, decide to invest in the management of their e-commerce networks and
the performance of important business software applications and, in
particular, adopt our performance management solutions.  The growth of the e-
commerce performance management solutions market also depends upon a number of
factors which affect e-commerce in general, including the availability of
inexpensive bandwidth, especially in international markets, the growth of wide
area networks, and reduction in artificial trade barriers.  Any restriction of
growth in e-commerce will damage our business.


                                      36
<PAGE>
WE FACE GROWING GLOBAL COMPETITION WHICH COULD MAKE IT DIFFICULT FOR US TO
ACQUIRE AND RETAIN CUSTOMERS.

The market for Internet performance measurement and diagnostic services is new
and rapidly evolving.  The global nature of the Internet makes it easier for
existing and new competitors to become visible to our customers and prospects.
We expect competition in this market to intensify in the future.  Our
competitors vary in size and in the scope and breadth of the  products and
services that they offer.  Our primary business is the supply of enterprise-
scale solutions to corporates and to network operators.  Our primary
competitors are the Netcare division of Lucent (previously known as INS
InSoft), and Hewlett-Packard.  Other competitors include Computer Associates,
BMC, Compuware, Concord, Keynote, and Micromuse.  The company also may
experience competition from niche suppliers such as Freshwater, NetScout,
NetIQ, Inverse Network Technology, Mercury Interactive, and Segue Software.

Some of our competitors have, and our future competitors may have:

            longer operating histories;

            larger customer bases;

            greater brand recognition in similar businesses; and

            significantly greater financial, marketing, technical and other
            resources.


In addition, some of our competitors may be able to:

            devote greater resources to marketing and promotional campaigns;

            adopt more aggressive pricing policies; and

            devote more resources to technology and systems development.


For our service provider hosted on-line web monitoring service business, we
compete against a wide range of consultancy and service offerings, including
WebCriteria, KeyNote, MIDS MatrixIQ Service and free services such as the Web
Site Garage unit of Netscape, NetMechanic and Internet Weather Report.  While
the services may not be as comprehensive or complete as ours, and they may have
less flexibility in reporting than we do, customers could still choose to use
these services.

We also suffer indirect competition from increased competition and investment
in network capacity.  Customers may choose to spend more on additional
capacity rather than better management of the existing capacity.

We suffer indirect competition from suppliers that offer to control or shape
the network traffic on all or part of the network.  Customers may choose to
believe that expenditure solely on control rather than independent measurement
is an adequate solution.


                                       37
<PAGE>
Increased competition may result in price reductions, increased costs of
providing our services and loss of market share, any of which could seriously
harm our business.  We may not be able to compete successfully against our
current and future competitors.


INDUSTRY CONSOLIDATION MAY HARM OUR BUSINESS

There has been a trend towards industry consolidation among our competitors,
partners and customers for several years, which has continued during 1999.  We
expect this trend towards industry consolidation to continue as companies
attempt to strengthen or hold their market positions in an evolving industry.
We believe that industry consolidation may provide stronger competitors that
are better able to compete as sole-source vendors for customers.  This could
lead to more variability in operating results as we compete with a single
major product line within an overall systems management solution and could
have a material adverse effect on our business, operating results, and
financial condition.


JYRA SMS SOFTWARE IS CURRENTLY OUR ONLY OFFERING, AND GENERATES ALL OF OUR
CURRENT REVENUES. OUR BUSINESS DEPENDS ON ITS COMMERCIAL SUCCESS

All of our current revenues and our future growth depends on the commercial
success of our SMS software, which is the only solution that we currently
offer.  If our target customers do not widely adopt, purchase and successfully
deploy the SMS software, our revenues will not grow significantly and our
business may fail.  The software industry is characterised by changing
fashions.  Failure to grow rapidly in the short term may affect our future
prospects.


VARIABILITY IN SERVICE PROVIDER SALES

The company markets its products to telecommunications and internet service
providers.  This market is characterised by large, and often sporadic
purchases.  Sales activity in this industry depends upon the stage of
completion of expanding network infrastructures, the availability of funding,
and the extent that service providers are affected by regulatory and business
conditions in the market of operations.  A decline or delay in sales orders
from this industry could have a material adverse effect on our business,
operating results and financial condition.













                                       38
<PAGE>
THE AVERAGE SELLING PRICES OF OUR PRODUCTS COULD DECREASE RAPIDLY WHICH MAY
NEGATIVELY IMPACT GROSS MARGINS AND REVENUES

We may experience substantial period-to-period fluctuations in future
operating results due to the erosion of our average selling prices.  The
average selling prices of our products could decrease in the future in
response to competitive pricing pressures, increased sales discounts, new
product introductions by us or our competitors or other factors.  Therefore,
to maintain our gross margins, we must develop and introduce on a timely basis
new products and product enhancements and continually reduce our product
costs.  Our failure to do so may cause our revenue and gross margins to
decline.


OUR PARTIAL RELIANCE ON SALES OF OUR PRODUCTS BY OTHERS MAKES IT HARDER TO
PREDICT OUR REVENUES AND RESULTS OF OPERATIONS

Our integrators and resellers sell and represent other companies' products
that may be competitive with those of the Company.  While we encourage these
integrators and resellers to focus on our products through marketing and
support programs, there is risk they may give higher priority to products of
other suppliers, thus reducing their efforts to sell our products.  In
addition, these systems integrators and resellers may not have the resources
to expand their operations to meet increased demand for our products.
Moreover, there can be no assurance that our products will be well received in
the markets in which it operates or that our sales activities will result in
any revenues for the Company.

The timing of our revenues is difficult to predict because of our partial
reliance on indirect sales channels and the variability of our sales cycle.
The length of our sales cycle for sales through our indirect channel partners
to our end users may vary substantially depending upon the size of the order
and the distribution channel through which our products are sold.

If revenues forecasted in a particular quarter do not occur in that quarter,
our operating results for that quarter could be adversely affected.
Furthermore, because our expense levels are based on our expectations as to
future revenue and to a large extent are fixed in the short term, a reduction
or delay in sales of our products or the loss of any indirect channel partner
could harm our business.


IF WE ARE UNABLE TO DEVELOP AND MAINTAIN STRONG PARTNERING RELATIONSHIPS WITH
OUR INDIRECT CHANNEL PARTNERS, OR IF THEIR SALES EFFORTS ON OUR BEHALF ARE NOT
SUCCESSFUL, OUR SALES MAY SUFFER AND OUR REVENUES MAY NOT INCREASE

The achievement of large-scale sales to major corporations by new entrants to
the market like Jyra typically requires the establishment of strong
relationships with incumbent suppliers and consultants.  Failure to establish
these relationships may harm our business.





                                       39
<PAGE>
We currently use indirect and direct product resale channels in both the USA
and Europe.  The existence of direct and indirect sales channels may lead to
conflict for the same customer, pressure by current and prospective customers
for price reductions on our products and reductions in the Company's gross
margin and operating profit.  We cannot assure you that our indirect channel
partners will market our products effectively or continue to devote the
resources necessary to provide us with effective sales, marketing and
technical support.  In order to support and develop leads for our indirect
distribution channels, we plan to expand our sales and support staff.  We
cannot assure you that this internal expansion will be successfully completed,
that the cost of this expansion will not exceed the revenues generated or that
our expanded sales and support staff will be able to compete successfully
against the significantly more extensive and well-funded sales and marketing
operations of many of our current or potential competitors.


WE ARE EXPOSED TO RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS WHICH MAY
HARM OUR BUSINESS.

Our operations are currently headquartered in the United Kingdom, from where
we also engage in our European marketing efforts.  United States sales and
marketing are conducted from separate sales offices in San Jose, California.
There are certain risks inherent in international operations including, but
not limited to:

            remote management;

            unexpected changes in regulatory requirements;

            export restrictions;

            export controls relating to technology;

            tariffs and other trade barriers;

            difficulties in staffing and managing foreign operations;

            longer payment cycles;

            problems in collecting accounts receivable;

            fluctuations in currency exchange rates;

            seasonal reductions in business activity during the summer months
            in Europe and potential adverse tax consequences;

            which could materially adversely affect our business, operating
            results, and financial condition.







                                       40
<PAGE>
Our international sales are currently all U.S. dollar-denominated.  As a
result, an increase in the value of the U.S. dollar relative to foreign
currencies could make our products less competitive in international markets.
We invoice some of our international customers in local currency.  Doing so
exposes us to fluctuations in exchange rates between the U.S. dollar and the
particular local currency.


IF WE ARE UNABLE TO EFFECTIVELY MANAGE OUR GROWTH, WE MAY EXPERIENCE OPERATING
INEFFICIENCIES AND HAVE DIFFICULTY MEETING DEMAND FOR OUR PRODUCTS WHICH COULD
HARM OUR BUSINESS

We anticipate that further expansion will be required to address potential
growth in our customer base and market opportunities.  This expansion could
place a strain on our management, products and support operations, sales and
marketing personnel and other resources, which could harm our business.

In the future, we may experience difficulties meeting the demand for our
products and services.  The installation and use of our products requires
training.  If we are unable to provide training and support for our products,
the implementation process will be longer and customer satisfaction may be
lower.  In addition, our management team may not be able to achieve the rapid
execution necessary to fully exploit the market for our products and services.
We cannot assure you that our systems, procedures or controls will be adequate
to support the anticipated growth in our operations.

We may not be able to install management information and control systems in an
efficient and timely manner, and our current or planned personnel, systems,
procedures and controls may not be adequate to support our future operations.


COMPETITION FOR EXPERIENCED PERSONNEL IS INTENSE AND OUR INABILITY TO ATTRACT
AND RETAIN QUALIFIED PERSONNEL COULD SIGNIFICANTLY INTERRUPT OUR BUSINESS
OPERATIONS

Our future success will depend, on the ability of our management to operate
effectively, both individually and as a group.  Given our early stage of
development, we are dependent on our ability to attract, retain and motivate
high calibre key personnel.  We have recently expanded our sales force, and we
are actively searching for systems engineers, research and development
engineers and sales and marketing personnel, all of whom are in short supply.
Additionally, we rely on qualified systems engineers and service and support
personnel to provide pre- and post-sales technical support for our products.
We compete for engineers for our development organisation principally in the
London, England area and in the future in the United States against companies
in the networking industry with far greater resources.  There may be only a
limited number of persons with the requisite skills to serve in these key
positions and it may become increasingly difficult to hire such persons.  The
company has experienced staffing difficulties in the past.  Our business will
suffer if we encounter delays in hiring additional personnel.





                                       41
<PAGE>
WE DEPEND ON KEY EMPLOYEES.

At this stage in its growth, the Company is dependent on the services of key
managers.  We do not have key man life insurance on the lives of anyone.  Even
though the Company has hired experienced sales and technical personnel, in the
event that any of these persons becomes unavailable for any reason, our
business would be materially and adversely affected.


WE ARE AN INEXPERIENCED MANAGEMENT TEAM.

The company's officers and management have had limited experience in
management positions.  Although members of management have worked for many
years in various large corporations in various positions, no member of the
management team has previously served in a senior managerial role or as an
officer of a public corporation.  This inexperience could have a material
adverse effect upon the company's business, operating results, financial
condition and share price.


IF WE FAIL TO DEVELOP NEW PRODUCTS AND SERVICES IN THE FACE OF OUR INDUSTRY'S
RAPIDLY EVOLVING TECHNOLOGY, OUR FUTURE RESULTS MAY BE ADVERSELY AFFECTED.

Due to the recent emergence of the Internet and the Web as a forum for
conducting business, the market for Web application server systems in which we
participate is subject to rapid technological change, changing customer needs,
frequent new product introductions and evolving industry standards that may
render existing products and services obsolete.  Our growth and future
operating results will depend in part upon our ability to enhance existing
applications and develop and introduce new applications or components that:
meet or exceed technological advances in the marketplace;

            meet changing customer requirements;

            achieve market acceptance;

            integrate successfully with third party software; and

            respond to competitive products.


Our product development and testing efforts have required, and are expected to
continue to require, substantial investment.  We may not possess sufficient
resources to continue to make the necessary investments in technology.  In
addition, we may not successfully identify new software opportunities and
develop and bring new software to market in a timely and efficient manner.  If
we are unable, for technological or other reasons, to develop and introduce
new and enhanced software in a timely manner, we may lose existing customers
and fail to attract new customers, resulting in a decline in revenues.






                                       42
<PAGE>
WE ARE EXPOSED TO DELAYS IN DEVELOPMENT OF SOFTWARE AND RELATED PRODUCTS
COMMON IN COMPUTER INDUSTRY WHICH MAY HARM OUR BUSINESS

Delays in the development of software and related products are common in the
computer industry.  Any delays in development could cause additional expense
and result in lost sales of our products, having a materially adverse effect
on the Company.  If there are delays in bringing our planned products to
market, we could be forced to seek additional financing in order to continue
operations.  There can be no assurance that we will be able to raise any
additional funds, or, even if funds are available, on terms that are
acceptable to the Company.  There can be no assurance that we will be able to
sell any future products or ever receive any future revenues.

We have in the past experienced delays in product development which to date
have materially adversely affected us.  These  delays may occur in the future
and could result in a loss of customers and market share and may harm our
business.


INTRODUCTION OF NEW PRODUCTS OR SERVICES MAY CAUSE CUSTOMERS TO DEFER
PURCHASES OF OUR EXISTING PRODUCTS WHICH COULD HARM OUR OPERATING RESULTS

When we announce new products or product enhancements that have the potential
to replace or shorten the life cycle of our existing products, customers may
defer purchasing our existing products.  These actions could harm our
operating results by unexpectedly decreasing sales or selling prices, and
exposing us to greater risk of product obsolescence.


OUR SOFTWARE MAY HAVE ERRORS OR DEFECTS THAT WE FIND AFTER THE PRODUCTS HAVE
BEEN SOLD, WHICH COULD NEGATIVELY AFFECT OUR REVENUES, INCREASE OUR COSTS AND
DELAY THE MARKET ACCEPTANCE OF OUR PRODUCTS

Our products are complex and may contain undetected defects, errors or
failures in software.  In addition, because our products plug into our end
users' existing networks they can directly affect the functionality of the
network.  We have in the past encountered errors in our products.  To date,
these errors have resulted in delayed or lost sales.  Additional errors may
occur in our products in the future.  The occurrence of defects, errors or
failures could result in the failure of our customer's network or mission-
critical applications, delays in installation, product returns and other
losses to us or to our customers or end users.  In addition, we would have
limited experience responding to new problems that could arise with any new
products that we introduce.  These occurrences could also result in the loss
of or delay in market acceptance of our products, which could harm our
business.









                                       43
<PAGE>
PRODUCT LIABILITY MAY HARM OUR BUSINESS.

Our products are complex, distributed software systems which under certain
conditions have the capability to damage rather than assist the network on
which it is installed.  This leads to the possibility of a loss, although our
software takes explicit steps to avoid this type of fault.  Although our
license terms explicitly deny responsibility for losses of this type, the risk
still exists.  A claim against the company would incur legal costs, generate
adverse publicity, incur management time and would thus harm our business.  A
successful claim may cause our business to fail.

We may also be subject to liability claims for damages related to product
errors.  While we carry insurance policies covering this type of liability,
these policies may not provide sufficient protection should a claim be
asserted.  A material product liability claim may harm our business.


IMPACT OF GENERAL ECONOMIC CONDITIONS ON OPERATIONS

Our products may be considered by customers to be discretionary capital
purchases.  An adverse change in general economic conditions could cause
certain of our potential customers to reduce their capital spending, which may
adversely affect our operating results.


YEAR 2000 PROBLEMS MAY DISRUPT OUR BUSINESS AND THE COSTS TO CORRECT THESE
PROBLEMS MAY BE MATERIAL

In 1998 and 1999, we established plans to become Year 2000 ready.  In late
1999, we completed our remediation and testing of systems.  As a result of the
planning and implementation efforts, we experienced no significant disruptions
in mission critical information technology and non-information technology
systems and believed those systems successfully responded to the Year 2000 date
change.  We incurred minimal expenses during 1999 in connection with
remediating our systems.  We are not aware of any material problems resulting
from Year 2000 issues, either with our products, our internal systems, or the
products and services of third parties.  We monitored our mission critical
computer applications and those of our suppliers and vendors throughout the
year 2000 and no latent Year 2000 matters arose.
















                                       44
<PAGE>
IF OUR PRODUCTS DO NOT COMPLY WITH EVOLVING INDUSTRY STANDARDS AND GOVERNMENT
REGULATIONS, OUR BUSINESS COULD BE HARMED

The market for network management solutions is characterised by the need to
support industry standards as these different standards emerge, evolve and
achieve acceptance.  In the United States, our products may need to comply
with various future regulations and standards defined by the Federal
Communications Commission and others.  Internationally, products that we
develop may be required to comply with standards established by
telecommunications authorities in various countries as well as with
recommendations of the International Telecommunication Union.  To remain
competitive we must continue to introduce new products and product
enhancements that meet these emerging U.S.  and International standards.
However, in the future we may not be able to effectively address the
compatibility and interoperability issues that arise as a result of
technological changes and evolving industry standards.  Failure
to comply with existing or evolving industry standards or to obtain timely
domestic or foreign regulatory approvals or certificates could harm our
business.


OUR FUTURE OPERATING RESULTS MAY BE AFFECTED BY REGULATION OF THE INTERNET

There are currently a limited number of laws or regulations that apply
directly to access or commerce on the Internet.  We could be materially
adversely affected by proposed regulation on voice over the Internet,
encryption technology and access charges for Internet service providers, as
well as the continuing deregulation of the telecommunication industry.  The
adoption of such measures could decrease demand for our products, and at the
same time increase our cost of selling our products.  Changes in laws or
regulations governing the Internet and Internet commerce could have a material
adverse effect on our business, operating results and financial condition.


RELIANCE ON COMPUTER PLATFORMS MANUFACTURED BY OTHERS

The company's products are designed around specific computer platforms which
are only available from certain manufacturers.  Any significant shortage of
computer platforms or components could lead to cancellations or delays of
purchases of our products which would materially adversely affect our
operating results.  Our software depends on commonly available computer
operating systems for its successful operation.  These are subject to widely
published reliability or security issues.  This publicity may adversely affect
sales of our products and result in product liability claims.











                                       45
<PAGE>
FAILURE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY WOULD RESULT IN
SIGNIFICANT HARM TO OUR BUSINESS

Our success depends significantly upon our proprietary technology and our
failure or inability to protect our proprietary technology would result in
significant harm to our business.  We rely on a combination of copyright and
trademark laws, and on trade secrets and confidentiality provisions and other
contractual provisions to protect our proprietary rights.  These measures
afford only limited protection.  Our means of protecting our proprietary
rights in the U.S. or abroad may not be adequate and competitors may
independently develop similar technologies.  Our future success will depend in
part on our ability to protect our proprietary rights and the technologies
used in our principal products.

Despite our efforts to protect our proprietary rights and technology,
unauthorised parties may attempt to copy aspects of our products or to obtain
and use trade secrets or other information that we regard as proprietary.
Legal proceedings to enforce our intellectual property rights could be
burdensome and expensive and could involve a high degree of uncertainty.
These legal proceedings may also divert management's attention from growing
our business.  In addition, the laws of some foreign countries do not protect
our proprietary rights as fully as do the laws of the U.S.  If we do not
enforce and protect our intellectual property, our business will suffer
substantial harm.


CLAIMS BY OTHERS THAT WE INFRINGE ON THEIR PATENTS OR INTELLECTUAL PROPERTY
RIGHTS COULD BE COSTLY TO DEFEND AND COULD HARM OUR BUSINESS

We may be subject to claims by others that our products infringe on their
intellectual property rights.  These claims, whether valid or not, could
require us to spend significant sums in litigation, pay damages, delay product
shipments, reengineer our products or acquire licenses to such third-party
intellectual property.  In this regard , we have not performed any
comprehensive analysis of patents of others. We may not be able to secure any
required licenses on commercially reasonable terms, or at all.  We expect that
we will increasingly be subject to infringement claims as the number of
products and competitors in the performance management solutions market grows
and the functionality of products overlaps.  Any of these claims or resulting
events could harm our business.


OUR GROWTH AND OPERATING RESULTS WOULD BE IMPAIRED IF WE ARE UNABLE TO MEET
OUR FUTURE CAPITAL REQUIREMENTS

We may need to raise additional funds if our estimates of revenues, working
capital or capital expenditure requirements change or prove inaccurate or in
order for us to respond to unforeseen technological or marketing hurdles or to
take advantage of unanticipated opportunities






                                       46
<PAGE>
SUBSTANTIAL ADDITIONAL FUNDS MAY BE REQUIRED; SUBSTANTIAL SHAREHOLDER DILUTION

Although we believe that the Company can continue to raise sufficient funds to
continue develop and bring our products to the market, there can be no
assurance that our current plans and projections are correct.  In the event
the Company's plans or the basis for our assumptions change or prove to be
inaccurate, or the anticipated cash flow proves insufficient to fund the
Company's operations (due to delays, unanticipated expenses, lack of sales
revenues, problems, operating difficulties, or otherwise) we would be forced
to seek additional financing.  There can be no assurance that additional
financing would be available on commercially acceptable terms, or at all.  To
obtain any necessary financing, we could sell additional Shares or other
financial instruments convertible or exchangeable into Shares, resulting in
substantial dilution to all shareholders


WE WILL BE ABLE TO CONTROL AND INFLUENCE ALL MATTERS REQUIRING STOCKHOLDER
APPROVAL INCLUDING DELAYING OR PREVENTING A CHANGE IN OUR CORPORATE CONTROL

At this time, our executive officers together control approximately 35.0% of
the outstanding common stock.  As a result, we will be able to control most
matters requiring shareholder approval, such as the election of directors, or
a merger or consolidation of the Company.  This concentration of ownership may
have the effect of delaying, preventing or deterring a change in control of
Jyra, could deprive our stockholders of an opportunity to receive a premium
for their common stock as part of a sale of Jyra and might affect the market
price of our common stock.


LIMITATION OF OFFICERS' AND DIRECTORS' LIABILITIES UNDER DELAWARE LAW.

Pursuant to the Company's Certificate of Incorporation, as authorised under
Delaware law, officers and directors of the Company are not liable for
monetary damages for breach of fiduciary duty, except in connection with
breach of duty or loyalty, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, for dividend
payments or stock repurchases illegal under Delaware law, or for any
transaction in which a director has derived an improper personal benefit.  In
addition, the Company's Certificate of Incorporation provides that the Company
shall indemnify its officers and directors to the fullest extent permitted by
law for expenses incurred in the settlement of any actions against such
persons in connection with their having served as officers or directors of the
Company.












                                       47
<PAGE>


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under "Prospectus Summary", "Risk Factors",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", "Business" and elsewhere in this prospectus constitute forward-
looking statements.  In some cases, you can identify forward-looking
statements by terms such as "may", "might", "could", "will", "should",
"expect", "plan", "intend", "forecast", "anticipate", "believe", "estimate",
"predict" , "potential" "continue" or the negative of these terms or other
comparable terminology.  The forward-looking statements contained in this
prospectus involve known and unknown risks, uncertainties and other factors
that may cause our or our industry's actual results, level of activity,
performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied
by these statements.  These factors include, among others, those listed under
"Risk Factors" and elsewhere in this prospectus.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.  You should not place undue reliance on
these forward-looking statements.
































                                       48
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


The Company is exposed to financial market risks, and foreign currency
exchange rates.

International Operations
The Company is subject to the normal risks of conducting business
internationally, including longer payment cycles and greater difficulty in
accounts receivable collection.  The Company generally offers 30 day net
terms in the United States and Europe.

COMPETITION.

As described in the Business section of this document, the Company competes
with an array of established and emerging computer, communications,
intelligent network wiring, network management and test equipment companies.
Many of these companies have greater financial, technological and personnel
resources than those of Jyra.  The smaller competitors are often willing to
offer lower pricing or other favourable terms for products competitive with
those of the Company.  This could result in pressure on the Company to reduce
pricing on its products unless it is able to prevail on the sale by
successfully differentiating the benefits and functionality of the Company's
products compared to those of the competitor.  Moreover, new competitors, new
technology and new marketing techniques may cause customer confusion, thereby
lengthening the sales cycle process for the Company's products.





























                                       49
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                    PAGE NUMBER
                                                            -----------------
<S>                                                                   <C>
Consolidated Balance Sheets............................................51
Consolidated Statements of Operations..................................52
Consolidated Statement of Comprehensive Losses.........................53
Consolidated Statements of Cash Flows..................................54
Consolidated Statements of Stockholders' Equity........................55
Notes to Consolidated Financial Statements.............................58
Report of Independent Auditors. .......................................69

</TABLE>






































                                       50
<PAGE>
             Consolidated Balance Sheets December 31,2000
<TABLE>
<CAPTION>
                                                                          December 31
                                                                       2000         1999
<S>                                                                     <C>           <C>
Current Assets
Cash & Cash Equivalents                                               237,629      673,372
Prepaid Expenses                                                       73,097       51,655
Accounts Receivable                                                   389,154      249,414
                                                                   ----------   ----------
Total Current Assets                                                  699,880      974,441

Property & Equipment
Computers, Equipment & Motor Vehicles                                 614,794      666,381
Less Accumulated Depreciation                                         492,378      429,922
                                                                   ----------   ----------
Net Property & Equipment                                              122,416      236,459

Other Assets
Available For Sale Securities                                       1,921,812    1,059,875
                                                                   ----------   ----------
                                        TOTAL ASSETS                2,744,108    2,270,775
                                                                   ==========   ==========
Current Liabilities
Accounts Payable                                                      127,472      121,010
Accruals & Deferred Income                                            240,264      153,042
Deferred Taxation on Investments                                      614,460      312,782
Current Portion Of Long Term Lease Obligations                         12,070       24,987
                                                                   ----------   ----------
                           Total Current Liabilities                  994,266      611,821

Creditors
Long Term Lease Obligations                                                 0       15,101


Stockholders' Equity
Common Stock $.001 par value
Authorised 20,000,000 shares
Issued 13,372,486 shares at 31 December 1999
and 13,997,586 shares at 31 December 2000
Issued Ordinary Share Capital                                           7,720        7,095
Paid In Capital                                                    11,566,140    9,784,415
                                                                   ----------   ----------
                                                                   11,573,860    9,791,510

Deficit Accumulated During
The Development Stage                                             (11,716,387)  (8,814,132)
Accumulated other Comprehensive income                              1,892,369      666,475
                                                                   ----------   ----------

Total Stockholders' Equity                                          1,749,842    1,643,853
                                                                   ----------   ----------

Total Liabilities & Stockholders' Equity                            2,744,108    2,270,775
                                                                   ==========   ==========
</TABLE>

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






                                      51
<PAGE>
                       Consolidated Statements of Operations
 Cumulative Period May 2, 1996(Date Of Inception) Through December 31, 2000
<TABLE>
<CAPTION>
<S>                                                     <C>          <C>           <C>          <C>          <C>
                                                                              Twelve Months             Cumulative to
                                                                   ----------   ----------   ----------   ----------
                                                                    Dec 31,00     Dec 31,99    Dec 31,98    Dec 31,00

Revenue                                                               940,126      530,559      536,021    2,398,789
                                                                   ----------   ----------   ----------   ----------
Total Revenue                                                         940,126      530,559      536,021    2,398,789

Cost Of Revenue                                                        17,236        2,397       29,774       59,715
                                                                   ----------   ----------   ----------   ----------
Total Cost Of Revenue                                                  17,236        2,397       29,774       59,715
                                                                   ----------   ----------   ----------   ----------
Gross Margin                                                          922,890      528,162      506,247    2,339,074


Operating Expenses
Sales & Marketing Costs                                             1,401,905    1,248,969    1,055,499    4,182,709
General & Administration                                              615,746      755,810      896,809    3,236,982
Research & Development                                              1,057,859    1,217,021    1,526,142    5,355,056
                                                                   ----------   ----------   ----------   ----------
Total Operating Costs                                              (3,075,510)  (3,221,800)  (3,478,450) (12,774,747)

Other Income/(Expenses)
Taxes other than Income Taxes                                          (3,173)      (4,262)       4,335      (19,078)
Currency Exchange Differences                                        (663,681)    (135,015)      44,257     (753,240)
Provision for Doubtful Debts                                                0            0            0     (164,699)
Interest Income/(Expense)                                              32,213       12,896       81,255      269,306
Depreciation                                                         (113,341)    (174,076)    (198,538)    (602,606)
Loss on Disposal of Motor Vehicles                                     (1,653)      (2,228)      (6,516)     (10,397)
                                                                   ----------   ----------   ----------   ----------
Total Other Income/(Expense)                                         (749,635)    (302,685)     (75,207)  (1,280,714)

                                                                   ----------   ----------   ----------   ----------
Loss Before Income Taxes                                           (2,902,255)  (2,996,323)  (3,047,410) (11,716,387)

Provision for Income Taxes                                                  0            0            0            0
                                                                   ----------   ----------   ----------   ----------
Net Loss                                                           (2,902,255)  (2,996,323)  (3,047,410) (11,716,387)
                                                                   ==========   ==========   ==========   ==========
Earnings Per Share Of Common Stock
Average Shares Of                                                  13,755,658   13,169,323   12,903,798
Common Stock Outstanding
Loss Per Share Of                                                       (0.21)       (0.23)       (0.24)
Common Stock


</TABLE>

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



















                                      52
<PAGE>
Consolidated Statement Of Comprehensive Losses

<TABLE>
<CAPTION>

<S>                                                                  <C>          <C>           <C>          <C>

                                                                Twelve Months Ended December 31         Cumulative to
                                                                          2000         1999      1998   Dec 31,00
                                                                ---------------------------------------------------
Net Loss                                                           (2,902,255)  (2,996,323)  (3,047,410) (11,716,387)

Foreign Currency                                                      665,635      116,482      (23,438)     751,228

Unrealised Gains on Securities (Net of Taxes)                         560,259            0      580,882    1,141,141
                                                                   ----------   ----------   ----------   ----------
Comprehensive Loss                                                 (1,676,361)  (2,879,841)  (2,489,966)  (9,824,018)
                                                                   ----------   ----------   ----------   ----------
</TABLE>

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







































                                      53
<PAGE>
                      Consolidated Statement Of Cash Flows
       Cumulative Period May 2, 1996(Date Of Inception) Through Dec 31, 2000

<TABLE>
<CAPTION>
                                                    Dec 31,00   Dec 31, 99    Dec 31, 98   Cumulative
<S>                                                     <C>          <C>           <C>          <C>
Cash Flows From Operating Activities
Net Loss                                             (2,902,255)   (2,996,323)  (3,047,410) (11,716,387)
Adjustments To Reconcile Net Loss To Net Cash
Used For Operating Activities:
Depreciation                                             62,456       148,882      174,220      492,378
Decrease/(Increase) In Prepaid Expenses                 (21,442)       69,111      (93,899)     (73,097)
(Decrease)/Increase In Deferred Income & Accruals        87,222       (14,767)      87,675      240,264
Increase/(Decrease) In Accounts Payable                 (21,556)      (50,611)      48,410      139,542
Decrease/(Increase)  In Accounts Receivable            (139,740)      (20,625)    (176,725)    (389,152)
Decrease/(Increase) In Other Receivable                       0       322,500     (322,500)           0
                                                     ----------    ----------   ----------   ----------
                                                     (2,935,315)   (2,541,833)  (3,330,229) (11,306,452)

Cash Flows From Investment Activities
(Purchase)/Disposal of Computers, Equipment & Vehicles   51,587        29,658     (100,984)    (614,794)

Cash Flows From Financing Activities
Proceeds From The Issuance Of Common Stock            1,782,350     2,514,616      765,000   11,407,648
                                                     ----------    ----------   ----------   ----------
Effects Of Exchange Rate Changes On Cash                665,635       116,482      (23,438)     751,227
                                                     ----------    ----------   ----------   ----------
Net (Decrease)/Increase In Cash & Cash Equivalents     (435,743)      118,922   (2,689,651)     237,629

Cash & Cash Equivalents At Beginning of Period          673,372       554,450    3,244,101            0
                                                     ----------    ----------   ----------   ----------
Cash & Cash Equivalents At End of Period                237,629       673,372      554,450      237,629
                                                     ----------    ----------   ----------   ----------
</TABLE>

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



























                                      54
<PAGE>
                    Consolidated Statement of Stockholders Equity
                   Period From Inception Through December 31, 2000
<TABLE>
<CAPTION>
                                                                         Deficit
                                                                        Accumulated      Other
                                       Common     Stock        Paid-In    During     Comprehensive
                                       Shares     Amount       Capital Development      Income
                                          0         $            $          $             $
<S>                                     <C>        <C>          <C>        <C>        <C>
Balance At Inception                                                          -          -

Net Loss from 2-May-96 to 31-Dec-96                                     (347,692)         -

Issuance of Common Stock to 31-Dec-96
Public And Private Offerings:
May, 1996 At $.001 Per Share       2,750,000      2,750            -           -          -

August, 1996 At $.40  Per Share    2,392,500      2,393      954,607           -          -

December, 1996 At $3  Per Share    1,000,000      1,000    2,999,000           -          -

Stock Issued As Commissions:
August, 1996 At $.40 Per Share        91,000         91       36,309           -          -

November, 1996 At  $3 Per Share       43,100         43      129,257           -          -

Issuance Expenses Of Capital  Stock                         (299,768)          -          -

Translation Adjustment For The Period                 -            -                (31,289)

Balance At 31-Dec-96               6,276,600      6,277    3,819,405    (347,692)   (31,289)

September 8, 1997 Scrip Dividend
Share Issue 1 for 1                6,276,600

November 25 Issuance of  Common
Stock at $8 Per Share                315,000        315    2,519,685           -          -

Stock Issued As Commissions:
November. 1997 At $8 Per Share        22,050         22      176,378           -          -

Issuance Expenses Of Capital  Stock                         (176,400)          -          -

Net Loss For The Period To 31-Dec-97                               -  (2,422,707)         -

Translation Adjustment
for the Period for Cash                                                              23,837

Balance At 31-Dec-97              12,890,250      6,614    6,339,068  (2,770,399)    (7,452)

May 1 Issuance of Common Stock
at $10.38 Per Share.                  16,000         16      166,195           -          -

December 23 Issuance of Common Stock
at $7.50 Per Share                   103,000        103      772,397           -          -

Stock Issued as Commission
December. 1998 At $7.50 Per Share      5,110          5       38,320           -          -

Issuance Expenses Of Captial Stock                           (45,825)          -          -

Net Loss For The Period To 31-December-98                          -  (3,047,410)         -

Translation Adjustment
for the Period for Cash                                            -           -    (23,437)

Unrealised gain                                                    -           -    580,882
                                  ----------       -----   ---------  ----------   --------
Balance At 31-December-98         13,014,360      $6,738  $7,270,155 ($5,817,809)  $549,993
                                  ----------       -----   ---------  ----------   --------
</TABLE>




                                      55
<PAGE>
                    Consolidated Statement of Stockholders Equity
                   Period From Inception Through December 31, 2000
<TABLE>
<CAPTION>
                                                                     Deficit
                                                                    Accumulated    Other
                                    Common     Stock      Paid-In     During     Comprehensive
                                    Shares     Amount     Capital    Development    Income
                                       0         $          $          $             $
<S>                                     <C>        <C>          <C>        <C>        <C>

Brought forward Balance as
at 31- December -98               13,014,360      6,738  7,270,155  (5,817,809)   549,993

March 23 Issuance of Common Stock
at $7.50 Per Share.                   30,000         30    224,970           -          -
Issuance Expenses Of Capital Stock                         (11,250)          -          -

March 31 Issuance of Common Stock
at $7.50 Per Share.                   10,000         10     74,990           -          -

April 6 Issuance of Common Stock
at $7.50 Per Share                    11,000         11     82,489           -          -

April 12 Issuance of Common Stock
at $7.50 Per Share                     7,000          7     52,493           -          -

May 19 Issuance of Common Stock
at $7.50 Per Share                    40,000         40    299,960           -          -

June 6 Issuance of Common Stock
at $7.50 Per Share .                   4,200          4     31,496           -          -
 Issuance Expenses of Capital Stock                        (31,500)          -          -

July Issuance of Common Stock
at $7.50 Per Share.                   70,000         70    524,930           -          -
 Issuance Expenses of Capital Stock                        (23,125)          -          -

Aug Issuance of Common Stock
at $7.50 Per Share.                   14,000         14    104,986           -          -

Sept Issuance of Common Stock
at $7.50 Per Share.                  169,966        170  1,277,321           -          -
 Issuance Expenses of Capital Stock                        (88,250)          -          -

Oct Issuance of Common Stock                                     -           -          -
at $7.50 Per Share .                   1,960          1     14,699           -          -
 Issuance Expenses of Capital Stock                        (14,700)          -          -

November Issuance Expenses of Capital Stock           -     (5,250)          -          -

Net Loss For The Period                                          -  (2,996,323)         -
To 31-Dec-99                                                     -           -          -

Translation Adjustment                                           -           -          -
 For The Period for Cash                                         -           -    116,482
                                  ----------      ----- ---------   ----------   --------
Balance at Dec 31, 1999           13,372,486     $7,095 $9,784,415 ($8,814,132)  $666,475
                                  ----------      ----- ---------   ----------   --------
</TABLE>















                                      56
<PAGE>
                   Consolidated Statement of Stockholders Equity (Con't)
                         Period From Inception Through 31-Dec-00

<TABLE>
<CAPTION>
                                                                                     Deficit
                                                                                           Accumulated  Other
                                                    Common      Stock         Paid-In      During       Comprehensive
                                                    Shares      Amount        Capital      Development  Income
                                                    $           $             $            $            $
<S>                                     <C>        <C>          <C>        <C>        <C>

Brought forward Balance as
at 31- December -99                                   13,372,486         7,095    9,784,415  (8,814,132)      666,475

May Issuance of Common Stock                             208,700           209      625,891            -            -
at $3.00 Per Share

June Issuance of Common Stock                            416,400           416    1,248,784            -            -
at $3.00 Per Share
 Issuance Expenses of Capital Stock                            -             -     (92,950)            -            -

Net Loss For The Period
To December 31, 2000                                           -             -            -  (2,902,255)            -

Translation Adjustment
 For The Period                                                -             -            -            -      665,635

Unrealised gain
on available  for sale securities                              -             -            -            -      560,259

                                                     ----------    ----------   ----------   ----------   ----------
Balance at December 31, 2000                          13,997,586         7,720   11,566,140 (11,716,387)    1,892,369
                                                     ----------    ----------   ----------   ----------   ----------
</TABLE>

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




























                                      57
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   OPERATIONS
Jyra Research Inc ("Jyra" or the "Company") was incorporated on May 2, 1996
under the laws of Delaware.  The Company designs, develops, manufactures, and
markets its "Service management solution" (SMS) to (i) measure application
response time, and (ii) identify network problems caused by the constant
increase in network traffic combined with the growing complexity of networks
and network ownership scenarios.  The problems result in escalating costs and
major systems failures across the corporate spectrum.  Management believes
that current devise based network management systems do not have the
capability to effectively deal with these problems.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary after elimination of inter company accounts and
transactions.

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

Revenue Recognition
Revenue is generally recognised when all significant contractual obligations
have been satisfied and collection of the resulting receivable is reasonably
assured. Revenue from product sales of software is recognised at time of
delivery and acceptance and after consideration of all the terms and conditions
of the customer contract. Sales of services are recognised at time of
performance , and rental revenue is recognised proportionately over the
contract term. Revenues and estimated profits on long-term contracts are
generally recognised under the percentage-of-completion method of accounting
using either a units-of-delivery or a cost-to-cost methodology; profit
estimates are revised periodically based on changes in facts; any losses on
contracts are recognised immediately.

Cash and cash equivalents
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.  Substantially all
cash accounts are interest bearing.

Property and equipment
Property and equipment are stated at cost less accumulated depreciation.
Major expenditures for property and those which substantially increase useful
lives are capitalised.  Maintenance and repairs are expensed as incurred.
Property and equipment are depreciated using the straight-line method based on
the expected useful life.

                                      58
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Advertising
The Company follows the policy of charging the costs of advertising to expense
as incurred.

Per unit royalties and support and update fees
The Company follows the policy of charging the costs of per unit royalties and
support and update fees to expense as incurred.

Available for sale securities
Securities for which the company does not have the intention to hold for the
long term are classified as available for sale and are carried at fair value
based on quoted market prices at the balance sheet date.  Unrealised gains or
losses are reported as part of other comprehensive income.

Earnings per share
Earnings per share are computed using the weighted average number of shares of
common stock and common stock equivalents outstanding during the period.
Diluted earnings per share are the same as primary earnings per share.

Income taxes
Income taxes have been provided using the liability method in accordance with
FASB statement No 109, Accounting for income taxes.

Segment and Geographic Information.
The Company operates in one business segment, which is of designing,
developing, and marketing computer network management systems to (i) maximise
network productivity, (ii) minimise network downtime, and (iii) solve network
problems caused by the constant increase in network traffic, combined with the
growing complexity of networks.

Comprehensive Income (Loss).
Accumulated other comprehensive income is primarily comprised of accumulated
translation adjustments.

Foreign currency translation
The Company has determined that the US dollar is the "functional currency" of
its operations.  All foreign currency assets and liability amounts are
remeasured into US dollars at end - of - period exchange rates.  Foreign
currency income and expenses are translated at average exchange rates in
effect during the year.  Unrealised currency adjustments in the consolidated
balance sheet are accumulated in stockholders equity.  Exchange gains and
losses arising from retranslated of foreign currency - denominated monetary
assets and liabilities were included in income in the period in which they
occur.









                                      59
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Software development costs
In accordance with Statement of Financial Accounting Standards No 86,
Accounting for the Costs of Computer Software to be sold, leased or otherwise
marketed, and SOP 97-2, initial costs are charged to operations as research
prior to the development of a detailed program design or a working model.
When technological feasibility is established and before the product is
released for sale, the Company will capitalise the direct costs and allocated
overhead associated with the development of software products.  Costs incurred
subsequent to the product release, and research and development performed
under contract will be charged to operations.


3.   RECENT PRONOUNCEMENTS

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB 101 provides guidance on the recognition, presentation and
disclosure of revenues in financial statements and requires adoption no later
than the fourth quarter of fiscal 2001.  The Company has evaluated the impact
of SAB 101 and its related interpretations and concluded that there is no
impact on the results of operations.

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133").  SFAS 133 requires
the recognition of the fair value of all derivative instruments on the balance
sheet.  Subsequent to the issuance of SFAS 133, the FASB received many requests
to clarify certain issues causing difficulties in implementation. In June 2000,
the FASB issued SFAS 138, which responds to those requests by amending certain
provisions of SFAS 133. The introduction of these statements has no impact on
the Company.






















                                       60
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.   SUMMARY INFORMATION FOR THE COMPANY'S OPERATIONS BY GEOGRAPHIC LOCATION
<TABLE>
<CAPTION>
<S>                                     <C>         <C>        <C>
                                         $           $           $
                                       2000        1999        1998
Revenue
To Customers from US operations       361,767      61,465     162,786
To Customers from UK operations       578,359     469,094     373,235
                                   ----------  ----------  ----------
Total Revenue                         940,126     530,559     536,021
                                   ----------  ----------  ----------

Operating Loss
US operations                         (99,645)   (285,187)   (558,522)
UK Operations                      (2,052,974) (2,408,451) (2,413,681)
                                   ----------  ----------  ----------
Total operating loss               (2,152,620) (2,693,638) (2,972,203)
                                   ----------  ----------  ----------

Identifiable Assets
US operations                       2,265,381   1,754,477   2,056,537
UK operations                         478,727     516,298     644,841
                                   ----------  ----------  ----------
Total Identifiable Assets           2,744,108   2,270,775   2,701,378
</TABLE>


5. COMMITMENTS AND CONTINGENCIES

Leases
Property plant and equipment includes the following amounts for leases that
have been capitalised at December 31, 2000.
                                          2000          1999
                                            $             $

Vehicles                                  86,316       88,310
Less allowance for amortisation           57,602       39,881
                                          ------      ------
                                          28,714       48,249
                                          ------      ------
















                                      61
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Amortisation of leased assets is included in depreciation expenses.  Future
minimum payments under capital leases with initial terms of one year or more
consisted of the following at December 31, 2000:

                                                               $

2001                                                         13,845
2002                                                          4,186
                                                             ------
Minimum lease payments                                       18,031
Interest                                                     (2,172)
Fees                                                           (161)
                                                             ------
Present value of net minimum lease payments                  15,698

The Company leases its United Kingdom facilities from a third party.  The
lease is for five years at a rental rate of 40,000 British Pounds per annum
(equivalent to $64,726).  The current lease expires in August 2004.


6.   INCOME TAX
No provision for income taxes is required in the periods 2000, 1999 and 1998
due to losses incurred by the company.

The Company's deferred tax assets, deferred tax liabilities and deferred tax
valuation allowances at December 31, are as follows:-
<TABLE>
<CAPTION>
                                                              2000          1999
                                                                $            $
<S>                                                     <C>         <C>

Deferred tax asset
US Federal and State net operating loss carry forwards       920,000      652,000
Outside US                                                 2,500,000    2,100,000
                                                           ---------    ---------
Total deferred tax asset                                   3,420,000    2,752,000
Less: valuation allowance                                 (3,420,000)  (2,752,000)
                                                           ---------    ---------
Net deferred tax asset                                             0            0

Deferred tax liability                                       614,460      312,782
</TABLE>

The deferred tax asset arises due to the net operating loss carry forwards.
Management has based the valuation allowances on the fact that it is in the
development stage and because of the risky nature of the industry.  The
valuation allowance has increased by $668,000, $802,000 and $1,350,000 for the
years ended December 31, 2000, 1999, and 1998 respectively.

The deferred tax liability arises due to the unrealised gain on available for
sale securities.  This liability may be able to be offset, at least in part,
by US non operating loss carry forwards.

                                      62
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The company has US federal and state non operating losses of approximately
$2,300,000 respectively which expire in years beginning 2005 through 2019.
Utilisation of the US and state net operating loss carry forwards may be
subject to  a substantial annual limitation due to the ownership change
limitations provided by the Internal Revenue Code of 1986, as amended, and
similar state provisions.  The annual limitation may result in the expiration
of net operating loss carry forwards before full utilisation.

For tax purposes, the UK based subsidiary company has approximately $8,500,000
(1999 $6,900,000) of net operating loss carry forwards that are available for
offset against profits of the same trade indefinitely.


7.  AVAILABLE FOR SALE SECURITY AND SHARE EXCHANGE

The Company has entered into an agreement dated 16 March 1998 (the
"Agreement") with Path 1 Network Technologies Inc ("Path 1").  Path 1 was
incorporated on 30 January 1998 under the laws of Delaware.  Path 1 is
developing technology to enable existing and new computer, telephone and video
broadcast (including cable TV) networks and systems to each transmit all three
types of information over one line at the same time with excellent quality of
service, and provide expanded capabilities.  Path 1's technology will act as a
"traffic cop", prioritising packet flow, eliminating traffic congestion and
packet collision of digital information.  The Agreement allowed for Jyra to
make a strategic investment in Path 1 and for Path 1 to make a strategic
investment in Jyra by Path 1 exchanging its Preferred Stock for common stock
of Jyra.  The agreement became effective on 21 April 1998.  The Board of
Directors of Path 1 approved the creation of a class of Preferred Stock to be
issued upon the completion of the Path 1 Public Offering in order fulfil its
obligations under the agreement for the purpose of Path 1 making a strategic
investment in Jyra, and for Jyra making a strategic investment in Path 1.  The
Preferred Stock issued to Jyra was non-assignable for 2 years, non-voting and
did not bear interest.  After nine months, it could be convertible, at Jyra's
option, into 277,018 shares.  The Preferred Stock was also redeemable by Path
1, at its option, at any time after nine months by Path 1 shall neither issue
any debt securities for a period of two (2) years from the completion of the
Offering nor issue any warrants in connection with an equity financing,
without Jyra's consent, which will not be unreasonably withheld.

The Company acquired the 277,018 shares in Path 1 for $166,211 and is holding
these as available for sale securities.  At the year end the market price of
the shares was $6.93.  The accounting treatment is therefore as follows:

                                                              $

Purchase consideration                                     166,211
Add unrealised holding gain                              1,755,601
                                                          --------
Aggregate fair value                                     1,921,812




                                       63
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The holding gain has been recognised as follows:
                                                              $

Unrealised holding gain                                  1,755,601
Deferred tax liability at 35%                              614,460
                                                           -------
Net Unrealised holding gain                              1,141,141
                                                           -------


8. COMPENSATION AND BENEFIT PROGRAMS


EMPLOYEE STOCK PURCHASE PLAN.

The Company has adopted the Stock Option Plan (the "Plan") to attract and
retain officers, non-employee directors, employees, and consultants of the
Company or any of its subsidiaries or affiliates.  The Plan authorises the
purchase of up to 1,000,000 shares of Common Stock through the grant of stock
options and awards of restricted stock.  The Company has granted options under
the Plan to purchase 679,000 shares of the Company's Common Stock at varying
exercise prices.  The Plan will be administered by either the Board of
Directors or a committee of two or more non-employee directors
("Administrator").  In general, the Administrator will determine which
eligible officers, directors, employees and consultants of the Company may
participate in the Plan and the type, extent and terms of the stock option
grants and awards of restricted.  The Plan was adopted on July 20, 1996.  The
Plan provides for the granting of incentive stock options as defined in
Section 422 of the Internal Revenue Code, as well as non-incentive stock
options.  All options are awarded at not less than the market price of the
Company's common stock on the date of grant.  Such options expire on the fifth
anniversary of the date on which the option was granted.

Of the 679,000 shares granted, 50,000 are exercisable according to the
following schedule:

Percent exercisable   Exercise event

50%                   On or after the first customer shipment, or two years
                      from grant date, whichever comes first
12.5%                 One year from grant date
12.5%                 Two years from grant date
25%                   Three years from grant date










                                      64
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Of the 679,000 shares granted, 494,000 are exercisable according to the
following schedule:

Percent exercisable   Exercise event

25%                   One year from grant date
25%                   Two years from grant date
25%                   Three years from grant date
25%                   Four years from grant date

Of the 679,000 shares granted, 125,000 are exercisable according to the
following schedule:

Percent exercisable   Exercise event

50%                   One year from grant date
25%                   Two years from grant date
25%                   Three years from grant date


Of the 679,000 shares granted, 10,000 are exercisable according to the
following schedule:

Percent exercisable   Exercise event

25%                   Four months from grant date
25%                   Two years from grant date
25%                   Three years from grant date
25%                   Four years from grant date



The number of shares for which options may be granted cannot exceed 1,000,000
shares of the Company's common stock.  The Plan shall terminate on the tenth
anniversary of its original effective date, July 20, 1996, after which no
awards may be granted.

















                                       65
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Transactions involving the Plan are summarised as follows:
<TABLE>
<CAPTION>
          <S>         <C>       <C>         <C>             <C>
                                                           AVERAGE
                                                           OPTION PRICE
                                           OPTION PRICE    PER
 OPTION SHARE         SHARES     RANGE     PER SHARE       SHARE

Balance At Jan 1, 98   904,000            0.20 - 9.25       $6.36
Granted                200,000            5.50 - 9.50       $7.78
Exercise                     -                 -
Forfeited              150,000            0.20 - 9.25       $5.44
Balance 31 Dec 98,     954,000

Balance At Jan 1, 99   954,000            0.20 - 9.25       $6.93
Granted                 55,000                8.00          $8.00
Exercise                     -                 -
Forfeited              200,000            3.50 - 8.50       $7.23
Balance 31 Dec 99,     809,000            0.20 - 9.25       $6.83

Balance At Jan 1, 00   809,000            0.20 - 9.25       $6.83
Granted                  5,000                8.00          $8.00
Exercise                     -                 -
Forfeited              135,000            2.00 - 8.00       $5.61
Balance 31 Dec 00,     679,000            0.20 - 9.25       $7.20
</TABLE>

(1) Fiscal year 1997 and prior periods have been adjusted for the 2-for-1
stock Dividend, in the form of a stock dividend, approved by the Company's
Board of Directors, which was effective Sept 1997.

Of the 679,000 OUTSTANDING AT DECEMBER 31, 2000 524,250 ARE EXERCISABLE AT
DECEMBER 31, 2000  At December 31, 2000 there were 321,000 shares available
for future grants.

















                                       66
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Stock option Executive Plan for key executives

The Company has adopted the Executive Stock Option Plan (the "Executive Plan")
to attract and retain Key executive of, or independent Advisors to the Company
or any of its subsidiaries or affiliates.  The Executive Plan authorises the
purchase of up to 300,000 shares of Common Stock through the grant of stock
options and awards of restricted stock.  The Company has granted options under
the Plan to purchase 180,000 shares of the Company's Common Stock at varying
exercise prices.  The Executive Plan will be administered by either the Board
of Directors or a committee of two or more non-employee directors
("Administrator").  In general, the Administrator will determine which
eligible officers, directors, employees and consultants of the Company may
participate in the Executive Plan and the type, extent and terms of the stock
option grants and awards of restricted.  The Executive Plan was adopted
September 1, 1998.  The Executive Plan provides for the granting of incentive
stock options as defined in Section 422 of the Internal Revenue Code, as well
as non-incentive stock options.  All options are awarded at not less than the
market price of the Company's common stock on the date of grant.  Such options
expire on the fifth anniversary of the date on which the option was granted.

Of the 180,000 shares granted, all are fully exercisable from the date of
grant.  At Dec 31, 2000 there were 180,000 shares under option plan for key
employees and there were 120,000 shares available for future grants.

Transactions involving the Executive Plan are summarised as follows:

<TABLE><CAPTION>
                                                              AVERAGE
                                                           OPTION PRICE
                                           OPTION PRICE        PER
 OPTION SHARE         SHARES     RANGE       PER SHARE        SHARE
 <S>                     <C>                   <C>             <C>

Balance At Jan 1, 98      -                    -               -
Granted                255,000               $5.50           $5.50
Exercise                  -                    -               -
Forfeited                 -                    -               -
Balance Dec 31, 1998   255,000

Balance At Jan 1, 99   255,000               $5.50           $5.50
Granted                   -                    -               -
Exercise                  -                    -               -
Forfeited                 -                    -               -
Balance Dec 31, 1999   255,000               $5.50           $5.50

Balance At Jan 1, 00   255,000               $5.50           $5.50
Granted                 45,000               $2.00           $2.00
Exercise                  -                    -               -
Forfeited              120,000               $5.50           $5.50
Balance Dec 31, 2000   180,000           $2.00 - $5.50       $4.625
</TABLE>
OUTSTANDING AT  DECEMBER 31, 2000, 180,000 OF WHICH 180,000 ARE EXERCISABLE AT
DECEMBER 31, 2000
                                      67
<PAGE>

For purposes of the pro forma disclosure, the fair value of each option grant
is estimated on the date of grant using the Black-Scholes option pricing
model with the following assumptions used for grants in 2000, 1999,and 1998,
respectively: risk-free interest rates of 6.00%, 5.75% and 5.5%; volatility
factors of the expected market price of the Company's Common Stock of 87% and
a weighted-average expected life of the options of 4 years.  There was no
dividend yield included in the calculation as the Company does not pay
dividends.  The weighted-average fair value of options granted during 2000,
1999 and 1998 was $2.89, $3.26 and $3.63.













































                                      68
<PAGE>
REPORT OF INDEPENDENT AUDITORS
to the shareholders and Board of Directors  Jyra Research Inc.

We have audited the accompanying consolidated balance sheets of Jyra Research
Inc. (a development stage enterprise) as of December 31, 2000 and 1999 and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 2000 and for the
period May 2, 1996 (inception) through December 31, 2000.  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 audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Jyra Research
Inc. at December 31, 2000 and 1999 and the consolidated results of its
operations and its consolidated cash flows for each of the three years in the
period ended December 31, 2000 and for the period May 2, 1996 (inception)
through December 31, 1999 in conformity with United States generally accepted
accounting principles.













Ernst & Young
Luton, England
April 2, 2001










                                      69
<PAGE>
ITEM 9.     Changes in and disagreements with accountants on
              accounting and financial disclosures

NONE



















































                                      70
<PAGE>
ITEM 10.    Directors and executive officers of the registrant

EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT

The executive officers and Directors of Jyra Research Inc and their ages as of
March 26, 2001 are as follows:



NAME                          AGE                   POSITION

Roderick Adams                 37             President, CEO, Chairman
                                              of the Board

Joop van Kammen                40             Chief Operating Officer


Paul Robinson                  38             Director, VP-Business
                                                        Development

Peter Lynch                    45             Director, VP-Technology


Robin Elsom                    40             Director, VP Product Development


Nigel Williams                 37

         Directors were elected on November 5, 1999 and are expected to hold
these positions until the next Annual General Meeting of Shareholders during
2001.  There are no arrangements or understandings among any of the directors
regarding their election as director.

Roderick "Archie" Adams was appointed on 23rd June 2000 to be the Company's
President, CEO, and Chairman of the Board of Directors. Prior to that he served
as the Company's Vice President - Corporate Development. He has served as a
director of the Company since its inception in May 1996. From March 1998 to
December 2000, Mr. Adams also served as a Director of Path 1 Network
Technologies Inc., a start-up company, which is engaged in the business
relating to computer, telephone and video networks.  Since 1991 Mr. Adams has
acted as a consultant to a number of companies seeking financing.  Mr. Adams
provides services and advice on corporate matters including fund raising,
listings and quotes, investor and media relations.












                                      71
<PAGE>

Joop van Kammen was elected  on 23rd June 2000 as Chief Operating Officer. He
has unprecedented knowledge and experience of the European Service Provider
market. Mr van Kammen has spent approximately 14 years with
data/telecommunications companies in Sales/Marketing and Business Strategies,
where he served in various management roles. Amongst companies where he was
also able to leverage his operations planning and management skills were
WorldOnline International B.V, as Vice President Technology/Business Strategy,
Cignal Global Communications as Director of Sales Northern and Central Europe,
and Global One Netherlands, as Director of Sales. At WorldOnline he was
responsible for sales in three key areas: small and medium sized businesses,
corporate, and consumer markets. Mr. van Kammen earned an Executive Master of
Business Administration and Master of Business Informatics (MBA MBI) from
Erasmus University, Netherlands and Georgia State University, Atlanta USA. Mr
van Kammen intends to spend three days a week full time on the affairs of the
Company, and be available for consultation at all other times.

Paul Robinson served as Chairman of the Board of Directors, President, and
Chief Executive Officer of the Company from 3rd June 1996 until 23rd June 2000,
on which date he resigned his position as Chairman, President and Chief
Executive Officer to concentrate his activities on business development. From
March 1998 to December 2000, Mr. Robinson also served as a Director of Path 1
Network Technologies Inc., a start-up company, which is engaged in the business
relating to computer, telephone and video networks. From August 1995 to 1st
October 1996, Mr. Robinson was an Account Manager for Cisco Systems, handling
customers in the United Kingdom financial sector.  From 1992 to
August 1995 Mr. Robinson was employed by Biss Ltd. as a new business sales
executive.  From 1989 to 1992 Mr. Robinson was a sales executive for Prime
Computers in the United Kingdom. In 1990, Mr. Robinson was transferred to
Thailand where he was sales manager for Southeast Asia.

Peter Lynch has served as a director of the Company since its inception in May
1996. Mr Lynch has over twenty years of data telecommications industry
experience, primarily in network software development. Between 1990 and 1996,
Mr. Lynch held various management positions with Wang BISS Ltd. in the areas of
system engineering, product marketing, and regional operations. Prior to 1990,
Mr. Lynch completed several networking product developments for Prime Computer
R&D. Mr. Lynch earned a Degree in Engineering from Imperial College, London and
is a Chartered Engineer.

     Robin Elsom has served as a director of the Company since July 1998,
before that he served as a director of Jyra Research Ltd., the Company's
wholly-owned English subsidiary, since April 6, 1997.  Prior to that time, Mr.
Elsom was employed by Wang Laboratories where he reported to the President of
Wang.  Mr. Elsom was responsible for developing Service Management
technologies, to be utilised by I-Net, the outsourcing division of Wang.  Mr.
Elsom was part of the technology evaluation team which undertook the $250
million acquisition of I-Net in 1996.  Previously, Mr. Elsom was a founder
and, from 1991, a Technical Director of BISS Ltd.  In 1993, he was one of the
directors who secured funding for, and successfully completed a management
buy-out of, BISS Ltd.  Mr Elsom intends to spend all of his time on the
Company's affairs.



                                       72
<PAGE>
     Nigel Williams has served as a director of the Company since July 1998 and
is currently Senior VP of Business Development of Digiquant. From July 1998
until June 2000, Nigel served as VP Business Development prior to that he was
the UK Sales Director for the Company from September 1997.  From March 1992
through September 1997 he held various positions at Cisco Systems rising to the
position of Regional Sales Director for the UK Banking Region.  Prior to his
employment with Cisco Systems, Mr Williams was employed by Ungermann Bass
Corp., where he spent four years selling data networking systems to companies
in London England.














































                                       73
<PAGE>
Item  11. EXECUTIVE  COMPENSATION.

<TABLE>
<CAPTION>
                         SUMMARY COMPENSATION TABLE *

LONG-TERM
                                   ANNUAL COMPENSATION         COMPENSATION
                                    ------------------------------------------------
                                                                           AWARDS
                                                                        ------------
                                                                        SECURITIES
                              FISCAL            OTHER        ANNUAL     UNDERLYING       ALL OTHER
 NAME AND PRINCIPAL POSITION   YEAR  SALARY(1)  BONUS(1)  COMPENSATION    OPTIONS(#)  COMPENSATION
- ----------------------------- ------ ---------  --------  --------------- ----------   ----------
-----
<S>                          <C>       <C>         <C>           <C>       <C>                <C>

Roderick Adams................2000    43,000          0           0            0               0
 President and Chief,
 Executive Officer

Paul Robinson.................2000    46,500          0           0            0               0
 Director VP Business
 Development

Peter Lynch    ...............2000    46,500          0           0            0               0
  Director, VP Technical


Robin Elsom...................2000    46,500          0           0            0               0
  Director, VP Product
  Development

</TABLE>

 (1) *  All monetary amounts in this table are in English pounds sterling.


























                                       74
<PAGE>
OPTION GRANTS TO EXECUTIVE OFFICERS

   Stock option grants made to any of the Named Executive Officers in the
fiscal year ended December 31, 2000.

NONE


   Stock appreciation rights granted to the Named Executive Officers during
such year.

NONE


OPTION EXERCISES AND FISCAL YEAR-END VALUES

   The following table sets forth information concerning the year-end number
and value of unexercised options with respect to each of the Named Executive
Officers.  No options were exercised by the Named Executive Officer in fiscal
year 2000

<TABLE>
<CAPTION>
                                                        NUMBER OF
                                                       SECURITIES             VALUE OF
                                                       UNDERLYING            UNEXERCISED
                                                       UNEXERCISED          IN-THE-MONEY
                                                         OPTIONS               OPTIONS
                                                     AT FY-END(#)(1)       AT FY-END($)(2)
                                                   ------------------- -----------------------
                       NAME                         VESTED   UNVESTED    VESTED     UNVESTED
- ---------------------------------------------------------------------- ----------- -----------
<S>                                                 <C>       <C>           <C>        <C>
Joop van Kammen                                    45,000    45,000          0          0
Robin Elsom.......................................225,000    75,000          0          0
</TABLE>


(1) Each of the options listed in the table is immediately exercisable.

(2) Based on the fair market value of the Company's Common Stock at fiscal
year end December 31, 2000 and such value is equal to the closing price
($0.75 per share), as reported by the OTC Bulletin Board, less the exercise
price payable for such shares.














                                      75
<PAGE>
PRINCIPAL STOCKHOLDERS


     The table below sets forth certain information regarding the beneficial
ownership as of the date hereof and as adjusted to reflect the sale of Common
Stock offered hereby, by (i) each  person known by us to own beneficially five
percent or  more of the Common Stock, (ii) each of the Company's directors,
(iii) each of the Named Officers and (iv) all directors and  executive officers
as a group.  Except as otherwise indicated, (x)  we believe that each of the
beneficial owners of the  Common Stock listed in the table, based on
information furnished  by such owner, has sole investment and voting power
with respect  to such shares, and (y) the address of the beneficial owner is
the address of the principal executive offices of the Company.  The
information set forth in the table and accompanying footnotes  has been
furnished by the named beneficial owners.








































                                      76
<PAGE>
Item  12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF MANAGEMENT (1) (2)
<TABLE>
<CAPTION>
<S>                    <C>            <C>                       <C>

TITLE OF CLASS        NAME OF        AMOUNT AND             PERCENT
                 BENEFICIAL OWNER    NATURE OF                OF
                                     BENEFICIAL              CLASS
                                     OWNERSHIP

Common            Roderick Adams      1,460,000              10.1%
                  Hamilton House      Direct
                  111 Marlowes
                  Hemel Hempstead
                  Herts  HP1 1BB
                  United Kingdom

Common            Joop van Kamen       45,000 (3)              *
                  Hamilton House      Direct
                  111 Marlowes
                  Hemel Hempstead
                  Herts  HP1 1BB
                  United Kingdom

Common            Paul Robinson       1,470,000              10.2%
                  Hamilton House      Direct
                  111 Marlowes
                  Hemel Hempstead
                  Herts  HP1 1BB
                  United Kingdom

Common            Peter Lynch         1,470,000              10.2%
                  Hamilton House      Direct
                  111 Marlowes
                  Hemel Hempstead
                  Herts  HP1 1BB
                  United Kingdom

Common            Robin Elsom           300,000  (4)          2.0%
                  Hamilton House        Direct
                  111 Marlowes
                  Hemel Hempstead
                  Herts  HP1 1BB
                  United Kingdom

Common            Nigel Williams        125,000  (5)           *
                  Hamilton House        Direct
                  111 Marlowes
                  Hemel Hempstead
                  Herts  HP1 1BB
                  United Kingdom

All executive officers and directors as a group
 (6 persons)                          4,825,000              33.4%
</TABLE>
*  Less than one percent of the outstanding shares of Common Stock.







                                      77
<PAGE>
Item  12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
                (Con't)

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission.  In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options held by that person that are
currently exercisable or exercisable within 60 days of March 26, 2001 are
deemed outstanding.  Such shares, however, are not deemed outstanding for the
purposes of computing percentage ownership of each other person.  To the
Company's knowledge, the entities named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.

(2) Percentage ownership is based on 14,435,658 shares of Common Stock
    outstanding on March 26, 2001.

(3) Includes 45,000 shares of Common Stock issuable upon exercise of options
    that are currently exercisable or exercisable within 60 days of March 26,
    2001.

(4) Includes 300,000 shares of Common Stock issuable upon exercise of options
    that are currently exercisable or exercisable within 60 days of March 26,
    2001.

(5) Includes 125,000 shares of Common Stock issuable upon exercise of options
    that are currently exercisable or exercisable within 60 days of March 26,
    2001.



























                                       78
<PAGE>
Item 13.  Certain Relationships and Related Transactions.



NONE


















































                                       79
<PAGE>
                                    PART IV

Item 14, Exhibits, Financial Statement Schedules and Reports on
Form 8-K

(a)  Financial Statements

         See list of financial statements set forth in "Item 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA."

(b)  Reports on Form 8-K

         NONE

(c)  Exhibits

     3.  (i) Articles of Incorporation.  Filed as exhibit 3.01 (i) to Jyra
Research Inc.  Registration Statement on Form S-1.  SEC File No. 333-19183.

     4.  (ii) By-Laws.  Filed as exhibit 3.01 (ii) to Jyra Research Inc.
Registration Statement on Form S-1.  SEC File No. 333-19183.

     5.   Instruments defining the Rights of Security Holders, Including
Indentures.  Reference is made to 3 (ii) above.

     10.  Material Contracts.

           10.01  Amended and Restated Stock Option Plan.  Filed as exhibit
10.01 to Jyra Research Inc.  Registration Statement on Form S-1.  SEC File No.
333-19183.

           10.02  Technology License and Distribution Agreement dated July 19,
1996 with Sun Microsystems, Inc.  Filed as exhibit 10.02 to Jyra Research Inc.
Registration Statement on form S-1. SEC File No. 333-19183.  (Confidential
information has been omitted and filed separately with the SEC).

           10.03  Form of Indemnification Agreement of Directors. Filed as
exhibit 10.03 to Jyra Research Inc.  Registration Statement on Form S-1.  SEC
File No. 333-19183.

           10.04  Agreement dated March 26, 1998 between Jyra Research Inc.
and Socrates Inc. Filed as exhibit 10.04 to Jyra Research Inc. Annual Report
on Form 10K - filed March 31, 1999.  SEC File No. 333-19183

           10.05   Heads of Agreement dated July 24, 1998 between Jyra
Research Inc. and Siemens Nixdorf Informationssysteme AG. Filed as exhibit
10.05 to Jyra Research Inc. Annual Report on Form 10K - filed March 31, 1999.
SEC File No. 333-19183







                                      80
<PAGE>
           10.06   Executive Stock Option Plan dated September 1, 1998. Filed
as exhibit 10.06 to Jyra Research Inc. Annual Report on Form 10K - filed March
31, 1999..  SEC File No. 333-19183

           10.07   Path 1 Option Agreement Between Franklin S. Felber and Jyra
Research Inc. dated January 25, 1999. Filed as exhibit 10.07 to Jyra Research
Inc. Annual Report on Form 10K - filed March 29, 2000.  SEC File No. 333-19183

           10.08   Path 1 Lock-Up Agreement dated January 25, 1999. Filed as
exhibit 10.08 to Jyra Research Inc. Annual Report on Form 10K - filed March
29, 2000.  SEC File No. 333-19183

           10.09 Settlement Agreement and Mutual Release among Path 1 Network
Technologies Inc., Douglas A. Palmer, Ronald D. Fellman, JYRA Research Inc.,
Roderick C.H. Adams, Leslie A. Fellman, Linda Palmer, Franklin Felber and
Merril Felber dated January 4, 2001.




           21.01   Subsidiaries of the Registrant.

        The only subsidiary of the Registrant is Jyra Research Ltd., a
corporation organised under the laws of the United Kingdom.































                                      81
<PAGE>
                                   SIGNATURES


PURSUANT TO THE REQUIREMENTS OF SECTION 13 or 15 (d) OF THE SECURITIES ACT OF
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorised. IN THE TOWN OF HEMEL HEMPSTEAD,
ENGLAND, ON April 2, 2001.
                                                 Jyra Research Inc.

                                                 /s/ Roderick Adams
                                                 ____________________
                                                 Roderick Adams,
                                                 President

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

                                                  /s/ Roderick Adams
                                                  _____________________
                                                  Roderick Adams
                                                  President & CEO
                                                 (Principal Financial
                                                  and Accounting Officer)


                                                  /s/ Paul Robinson
                                                  ____________________
                                                  Paul Robinson
                                                  Director


                                                  /s/ Peter Lynch
                                                  _____________________
                                                  Peter Lynch
                                                  Director


                                                  /s/ Robin Elsom
                                                  _____________________
                                                  Robin Elsom
                                                  Director












                                        82
<PAGE>