UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
     [ X ] ANNUAL  REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
ACT OF 1934

     For the fiscal year ended          December 31, 2001
                                        -----------------

   [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

     For the transition period from _______________ to ______________

     Commission file number: 0-27557

                               Career Worth, Inc.
                ------------------------------------------------
               (Exact Name of registrant as specified in Charter)


             Nevada                                        75-3016197
  ----------------------------                          ----------------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)


          3809 South West Temple, Suite 1-D, Salt Lake City, Utah 84115
          -------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (801) 281-0001
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to section 12(g) of the Act:

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of Class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form 10- KSB or any
amendment to this Form 1-KSB [ X ].


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     State issuer's total consolidated  revenues for the year ended December 31,
2001: $6,740.

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days:  Based on the average of the bid and asked  prices of the common  stock at
March 31,  2002,  of $2.95 per share,  the market  value of shares  held by non-
affiliates (2,215,527 shares) would be approximately $6,535,801.

     At March 31, 2001, the  Registrant  has  14,460,597  shares of common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and the
part of the Form 10-KSB (e.g., part I, part II, etc.) into which the document is
incorporated:  (1) Any annual report to security holders; (2) Any proxy or other
information  statement;  and (3) Any prospectus filed pursuant to rule 424(b) or
(c) under the Securities Act of 1933: NONE


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                           TABLE OF CONTENTS

                                PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                         4
     Business in General                                                 4
     Summary of Business Operations                                      5
     Competition                                                         9
     Customers                                                          10
     Products and Services                                              11
     Trademarks                                                         11
     Management Changes                                                 11
     Employees                                                          11
ITEM 2.  DESCRIPTION OF PROPERTY                                        12
     Offices                                                            12
     Other Property                                                     12
ITEM 3.  LEGAL PROCEEDINGS                                              12
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS          13

                               PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS       13
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION      14
     Cautionary Statement Regarding Forward-looking Statements          14
     Results of Operations                                              14
     Year ended December 31, 2001 compared to year ended
      December 31, 2000                                                 15
     Liquidity and Capital Resources                                    15
     Impact of Inflation                                                17
     Principal Customers                                                17
     Seasonality                                                        17
ITEM 7.  FINANCIAL STATEMENTS                                           17
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE                                      17

                               PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
          PERSON; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT     18
     Biographical Information                                           18
     Compliance with Section 16(a) of the Exchange Act                  19
ITEM 10.  EXECUTIVE COMPENSATION                                        19
     Employment Agreements and Benefits                                 19
     Consulting Agreements                                              19
     Compensation of Directors                                          20
     Resignation of Officer and Director                                20
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT                                                   20
     Security Ownership of Certain Beneficial Owners                    20
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                21
     Transactions with Management and Others                            21
     Certain Business Relationships                                     22
     Indebtedness of Management                                         22
     Transactions with Promoters                                        22
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                              22
SIGNATURES                                                              23


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PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business in General
-------------------
     Dynamic  Information  Systems and  Exchanges,  Inc.,  ("Dynamic") a private
company,  was  incorporated  in the State of Utah on April 9, 1993.  Dynamic was
founded to provide information services to the labor and employment industry. In
October 1994,  Dynamic was acquired by M&K Investments,  Inc.  ("M&K").  M&K, an
inactive  public  company,  was  incorporated  in the State of Utah on March 20,
1987.

     Effective October 20, 1994, Dynamic and M&K completed an Agreement and Plan
of  Reorganization  whereby M&K issued  14,483,326 shares (3,620,838 post- split
shares) of its common stock in exchange  for 100% of the issued and  outstanding
common stock of Dynamic.  Thereafter,  Dynamic became a wholly- owned subsidiary
of M&K.

     In connection  with the  reorganization,  M&K's name was changed to Dynamic
Information System & eXchange, Inc. ("DiSX"). The exchange of M&K's common stock
for the common stock of Dynamic  resulted in the former  stockholders of Dynamic
obtaining  control of DiSX.  On October 31, 1994,  DiSX effected a reverse stock
split of the  outstanding  common shares at a rate of 1 share for every 2 shares
outstanding.  During 1995, the shareholders approved an additional reverse stock
split at a rate of 1 share for every 2 shares outstanding.

     Effective  February  11, 1999,  DiSX  entered  into a joint  venture with a
British  company,   topjobs.net  plc.  This  resulting  joint  venture  company,
topjobs.net   inc   (the   "JV"),   provided   recruitment   opportunities   for
selected/premier  corporate  clients using  broadcast  media to drive active and
passive job seekers to the JV's Internet job listing web site.

     Effective September 31, 1999, DiSX merged with Dynamic, with DiSX being the
surviving entity.

     Effective  December 15, 1999, DiSX and PLC mutually agreed to terminate the
JV effective  January 31, 2000.  PLC's  decision was based on its  assessment of
potential  of the US market  compared  to its need to  refocus  its  efforts  in
Europe.  DiSX agreed to the termination of the JV because it (1) allowed DiSX to
regain  control  of US  operations,  (2)  allowed  it to again  promote  its own
Internet  recruitment  product  under the trade  name of  TopJobs  USA,  and (3)
allowed it to diversify its revenue base beyond that of an  advertising  agency.
On January 31, 2000,  the JV ceased all Internet  operations  and  following its
final audit ceased all operations on March 31, 2000.

     Effective  October 20,  2000,  DiSX merged with and into Career  Worth Inc.
(hereafter "the Company" or "CWI"), a Nevada corporation.  CWI was the surviving
corporation  with its  corporate  offices  located at 385 Easy 800 South,  Orem,
Utah,  84097. The decision to change the name of the Company was prompted by the
desire to expand our operation into the recruiting market segment.  The new name
was more descriptive of the Company's primary business focus, and it is believed
that the name change will facilitate a better recognition in CWI's target market
segments.  The decision to move the corporate  domicile was prompted by requests
from major potential investors to be incorporated in Nevada rather than Utah.



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     2001 proved to be a  difficult  year for CWI.  Because of the turmoil  that
arose in the  nation's  capital  markets in 2000 and 2001 and the demise of many
"dot com" businesses, it was difficult to raise the working capital necessary to
maintain the  business.  With no monies to promote CWI or to pay  personnel  and
vendors,  the Company floundered.  On September 7, 2001, the landlord locked the
doors to the corporate  offices and took  possession  of the CWI's  assets.  The
events of September ll compounded  problems  making it impossible to raise funds
from alternate sources. From that point to the end of 2001, the Company operated
at a greatly reduced level.

     In December 2001 and January 2002,  the Company  retained two  consultants,
Elizabeth Colmenares and David Wolfson, to help CWI settle its debts,  negotiate
favorable debt workouts,  maintain the Company's public  reporting  obligations,
restructure corporate management, and oversee Company operations. Colmenares and
Wolfson joined the Board of Directors.  This transaction  constituted control of
the Company.

     On  February  25,2002 the  Company  reverse  split its stock at a rate of 1
share for every 100 shares  outstanding.  On March 6, the Company  again reverse
split its stock at a rate of 1 share for every 30 shares outstanding.

     During  the  first  quarter  of 2002,  the  Company  (1)  acquired  Regency
Development  ("Regency'),  a Nevada  corporation,  which  controlled 40 acres of
property in Nevada,  (2) secured a  controlling  interest in Internet Eye Doctor
("Eye Doctor"), (3) acquired AALL Finished Construction, Inc. ("AALL Finished"),
and  (4)  executed  a  sponsorship  agreement  with  the  American  Senior  Golf
Association, ASGA, Inc.

     Effective  January 14, 2002,  Career  Worth Inc.  relocated  its  corporate
offices to 3809 South West Temple,  Suite 1-D, Salt Lake City,  Utah 84115.  See
Item 3 DESCRIPTION OF PROPERTY.

Summary of Business Operations
------------------------------
     The  original  business of the Company  was to provide  comprehensive  job-
listing  information on CD-ROM.  After the  popularization of the Internet,  the
Company changed its delivery tool to the Internet.  The Company's  target market
was  domestic  employers  in search of  qualified  professional,  management  or
technical specialist job candidates.

     Beginning in June 1998, the Company  initiated a test  marketing  agreement
with topjobs.net plc (hereinafter  referred to as "PLC"), a corporation  located
in  Manchester,  England.  Based on  results  of this  test  agreement,  the two
companies  decided to terminate the test  arrangement  and establish a permanent
venture  in the  United  States.  PLC  formed a  Delaware  corporation  known as
topjobs.net inc., of which DiSX owned 49% and PLC owned 51%.

     In  June  1998,  the  Company  entered  into  a  nine  month  research  and
cooperation test marketing agreement,  limited to the State of Utah and the city
of  Houston,   Texas,  with  topjobs.net  plc  (formerly  "The  Corporate  Net,"
hereinafter referred to as "PLC"), a corporation located in Manchester, England,
engaged in Internet  recruitment.  Under the terms of the agreement,  PLC was to
receive 30% of the gross revenues derived from customers  advertising on the Top
Jobs on the Net website,  after the  deduction  of payments to local  television
stations.

     Partially as a result of securing contracts providing gross revenues to the
venture of $141,000 in December  1998,  the Company and PLC decided to terminate
the test marketing  arrangement and establish a permanent  venture in the United
States. PLC formed a Delaware corporation, known as topjobs.net


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inc, of which DiSX owned 49% and PLC owned 51% (for which both stockholders paid
a total of $1,000).  On February 11, 1999, the Company  entered into a series of
agreements with PLC, including a Stockholders Agreement and Licensing

Agreement.  Under the terms of the agreements (which continue for so long as the
Company  and PLC both own equity in the JV),  PLC  granted  the JV an  exclusive
license in the territory of the State of Utah, the city of Houston,  Texas,  and
such other United States  cities as the parties may mutually  agree upon, to use
PLC's software, name, and other trademarks to promote and market the Top Jobs on
the Net  website in the  territory  in  accordance  with the Top Jobs on the Net
business  plan.  The Company  agreed to furnish the venture with the services of
ten of its key  personnel  (who  became  employees  of the JV  under  employment
agreements)  and provide  operating  facilities in Orem,  Utah. The Company also
granted an exclusive license in the territory to use the Company's  intellectual
property and technical information.  The parties also agreed to assign to the JV
all rights and obligations under all customer agreements jointly developed under
the test marketing agreement.

     PLC  advanced  $300,000  as  an  interest  free  loan  to  the  Company  in
installments  through  March 4,  1999.  The  Company  agreed to  advance up to a
maximum of  $500,000  to the JV on an  interest  free  basis to fund  day-to-day
working capital requirements.  The Company's loan to the JV is repayable at such
time as  shall be  determined  by the the JV  board  of  directors  based on the
venture's  cash flow and capital  resources.  Upon  completion  of PLC's initial
public offering,  PLC paid DiSX an additional  $200,000 in cash and canceled the
$300,000 loan. PLC also issued to DiSX $500,000 of PLC's ordinary shares (valued
at the  initial  per share  public  offering  price).  Based on a $12.00 per ADS
offering  price, a total of 41,667 of PLC's ordinary shares were issued to DiSX.
The agreements also:

     -  Provided  that  the  Company  shall  not sell or  transfer  any of PLC's
ordinary  shares  for at least one year after the date of PLC's  initial  public
offering, April 28, 1999,
     - Provided  that PLC's  representatives  will  constitute a majority of the
board of directors of the JV,
     - Contained "buy/sell" procedures under which the Company and PLC each have
the first and last right to purchase the other's equity in the JV, and
     - Provided for  adjustments  in the equity between the parties in the event
one  stockholder  is unable to fund it  pro-rata  share of the  ongoing  capital
requirements of the JV.

     In February 1999, the Company agreed with PLC to commence operations in San
Francisco  and in March 1999 to expand into Los  Angeles.  The JV  launched  its
website in Los Angeles in July 1999. However, prior to launching its site in San
Francisco,  the Company and PLC agreed to terminate the JV effective January 31,
2000.  PLC's  decision was based on its assessment of potential of the US market
compared to its need to refocus its efforts in Europe.  DiSX  willing  agreed to
the  termination  of the JV because (1) it allowed DiSX to regain  control of US
operations, (2) allowed it to again promote its own Internet recruitment product
under the trade name of TopJobs USA, and (3) allowed it to diversify its revenue
base beyond that of an  advertising  agency.  On January 31, 2000, the JV ceased
all Internet operations and, following its final audit, ceased all operations on
March 31, 2000.

     Consequently,  the JV  began  to wind  down its  operations  in the  United
States. In anticipation of a signed agreement  between the Company,  PLC and the
JV, the JV began laying  employees off effective  November 31, 1999. All regions
in which the JV operated were  shutdown on January 31, 2000,  with the exception
of the Salt Lake City area. This area was turned over to the


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Company for  continuation  of business under the Company's  product name TopJobs
USA. The final audit for the JV was completed  during March 2000,  and the final
two employees left the JV on March 31, 2000.

     The "Signed Agreement" provided that :

     - The parties to the Stockholders  Agreement were released from any capital
contribution obligations not theretofore fulfilled,
     - Mr. Larry Heaps, Mr. Eric Marchant and Mr. Ross Wolfley resigned from the
board of directors of the JV,
     - In  consideration  for  the  release  from  future  capital  contribution
obligations,  DiSX agreed to transfer  all its shares and  interest in the JV to
topjobs.net plc at a future mutually agreed upon date. In the intervening  time,
DiSX agree to vote its shares for dissolution of the JV and otherwise  cooperate
in effecting  the same as requested by  topjobs.net  plc, as determined by it in
its sole discretion at any time and from time to time.
     - The JV's  obligation  to repay the loan from DiSX to the JV was waived by
DiSX.

     The  Company  had loaned  $400,763  to the JV.  Repayment  of this loan was
conditioned on the JV board of directors'  determination  of the JV's ability to
repay  the  loan.  With the  termination  of the JV,  the JV board of  directors
determined  that the JV would never be in a position to repay the loan from DiSX
and  the  parties  to the  agreement  terminated  the  Loan  Agreement  and  the
obligations  of the JV to  repay  the  loan.  Both  Stockholders  in the JV were
released from any obligations not theretofore  fulfilled of contributing capital
to the JV.

     The  termination of the  Stockholders  Agreement did not have any effect on
the original  compensation  received by DiSX from PLC, including the $500,000 of
PLC's common stock received by DiSX.

     In  consequence  to the JV  termination,  effectively  in January 2000, the
Company entered into a development mode, while still servicing its Utah clients.
It was  imperative  that  the  Company  function  on its  own  merits  as it had
previously  shared the JV's  technology  and  business  plan.  From January 1 to
February 24,  2000,  the Company  struggled  to meet its clients  demands and to
implement its own,  improved web site,  technology,  and business plan.  Without
funds to  advertise,  sales were minimal June 2002.  It became  obvious that the
business model proved that sales in one area, especially the number 37 market in
the United  States,  Salt Lake City,  would not be  profitable.  Expansion to at
least five other locales was necessary.  Investment funding was sought after but
not  secured.  The turmoil in the capital  markets,  the demise of the many "dot
com"  businesses,  and the 2001  recession  caused  investors to use caution.  A
promise of funding was secured from one source in August. This was delayed. With
the tragedy of September 11,2001 , nearly all investment capital,  including the
promised delivery, ceased.

     Without working capital,  the Company was unable to operate on a meaningful
basis and the offices were closed on  September 7, 2001 by the lessor.  The 9/11
tragedy of occurred  while  private  funding was still trying to be secured.  In
October 2001, Curtis Johnson tendered his resignation as CEO and Chairman of the
Board.  The Company met with no success in locating  operational  funding in the
fourth quarter of 2001.

     In  December  2001,   two  new  directors,   David  Wolfson  and  Elizabeth
Colmenares,  signed  agreements with the Company and were appointed to the Board
of Directors.  They were to help the CWI settle its debts,  negotiate  favorable
debt workouts,  determine direction for the Company,  assist in acquiring assets
and companies, maintain the Company's public reporting obligations,


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restructure corporate management,  and oversee operations.  Due to the events in
the previous year, Larry Heaps resigned as President and Board member on January
14, 2002.  BonnieJean  C.  Tippett was  appointed  interim  President on January
18,2002;  she resigned on March 12,2002.  David Wolfson was appointed President,
Secretary and Treasurer on March 13, 2002.

     During the first  quarter of 2002,  consultants  to CWI began to  negotiate
with the  Company's  creditors.  More than  three  hundred  thousand  dollars in
liabilities  had been  settled  by March  31,  2002.  Efforts  continue  in debt
reduction.

     In  the  first  quarter  of  2002,  the  Company  began  development  of  a
construction  division.  This  division will focus on  constructing  twin homes,
single family homes,  and small  commercial  buildings.  It is expected that the
construction  division will provide some  intermediate  profits to help move CWI
forward.

     The Company maintains its employment  division;  however,  until additional
investment  capital or revenue is  obtained,  the  Company  will not expand this
division but remain in development mode of operation.

     A stock  exchange  agreement was  concluded  and  effective  March 6, 2002,
between  Career  Worth  Inc.and  the four  shareholders  of Regency  Development
Corporation, a Nevada corporation.  The exchange also included a $2,000,000 note
payable by CWI for the  Regency  acquisition.  Regency  has placed  liens on all
assets  of the  Company  and any  subsidiaries  to ensure  payment  of the note.
Regency  owns a 40 acre  piece of  undeveloped  land in Oasis,  Nevada,  with an
appraised value of $4,890,000  ($4.89  million).  The land in close proximity to
this  property  is  currently  being  developed.  The tax  free  exchange  is as
summarized as follows:

     - The  Company  received  from  Elizabeth  Colmenares  five  hundred  forty
thousand  (540,000)restricted  shares of the class A convertible preferred stock
of Regency, valued at $5.00 per share (Regency Shares); CWI issued three million
eight hundred  thirty  thousand  (3,830,000)  restricted  shares of Career Worth
common stock, valued at $1.00 per share (Career Worth shares).

     - The Company  received  from Saundra  Wolfson  three  hundred ten thousand
(310,000)restricted  shares  of the  class  A  convertible  preferred  stock  of
Regency,  valued at $5.00 per share (Regency  shares);  CWI issued eight hundred
eighty thousand (880,000) restricted shares of Career Worth common stock, valued
at $1.00 per share (Career Worth shares).

     - The Company  received  from  Validate  Corporation  one hundred  thousand
(100,000)restricted  shares  of the  class  A  convertible  preferred  stock  of
Regency,  valued at $5.00 per share  (Regency  shares);  CWI issued two  hundred
ninety thousand (290,000) restricted shares of Career Worth common stock, valued
at $1.00 per share (Career Worth shares).

     - The  Company  received  from  David  Michael  LLC nine  hundred  thousand
(900,000)restricted  shares  of the  class  A  convertible  preferred  stock  of
Regency,  valued at $5.00 per share  (Regency  shares);  CWI issued Five Million
(5,000,000)  restricted shares of Career Worth common stock, valued at $1.00 per
share (Career Worth shares).

     Effective  March 7, 2002 the  Company  acquired a majority  interest in the
private Internet eye wear company, Internet Eye Doctor,


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www.interneteyedoctor.com.    The   Company   received    thirty-three   million
(33,000,000)  shares of Internet Eye Doctor common stock; the Company issued one
million (1,000,000) post reverse shares of Career Worth common stock to Internet
Eye Doctor. This company is currently in operation in Utah and is in the process
of  securing  licensing  in four  additional  states  to sell eye  wear  through
Internet marketing.  It plans to capitalize on the success of other Internet eye
wear  companies by  implementing  its own unique  business plan. The company has
made  arrangements  with  major eye wear  suppliers  to provide  customers  with
frames, sunglasses, and contacts.

     On March 25, 2002,  Career Worth Inc.  acquired AALL Finished  Construction
Inc.  This will expand the  construction  division of the  Company.  The Company
received one hundred million (100,000,000) shares of AALL Finished common stock;
the Company issued one million  (1,000,000)  post reverse shares of Career Worth
restricted  common  stock.  To date,  fourteen twin home lots have been obtained
along with a line of construction credit. The Company will break ground in April
2002. An  additional  24 twin home lots are under  contract and are estimated to
begin in May 2002.

     On March 25,  2002,  CWI  entered in to a  sponsorship  and stock  exchange
agreement  with ASGA,  Inc.  The  Company  received  one million  three  hundred
thousand  (1,300,000) shares of ASGA restricted common stock in exchange for one
million three  hundred  thousand  (1,300,000)  shares of CWI  restricted  common
stock.  CWI will become an event  presenting  sponsor at fifteen American Senior
Golf Association events between May 2002 and December 2003.

Competition
-----------

Employment Division:

     The  use  of  the  Internet   significantly  changed  the  job  recruitment
marketplace. For DiSX's main product, TopJobs USA(TM), there are essentially two
main  areas  of  competition  in  the  recruitment  market.  The  first  is  the
traditional method of job recruiting,  which includes print media (help wanted),
recruiters,  and placement agencies.  Secondly, other Internet recruitment sites
are in competition among themselves.

     Recent   surveys   have  shown  that  the  major   source  of   recruitment
advertisement  is still  through  the  newspaper.  The  print  media's  strength
includes a broad  readership and  distribution.  Also,  newspapers are tangible,
i.e.,  the  reader  can see and  feel  it.  It has  been  the  most  traditional
recruitment method used by most employers.

     The  second  major  competition  comes  from  other  Internet   recruitment
companies both national and local.  The national  competitors  are  Monster.com,
HotJobs.com,  Techies.com, and Dice.com. Monster.com is the strongest of all the
others because of their number of job postings.  However, their downfall is also
because  of the  larger  number of job  postings.  There are a couple of locally
based competitors which include UtahJobline.com and citysearch.com.  UtahJobline
is a fairly new addition to the  marketplace.  Citysearch.com  is mainly a local
advertising site that has recently entered the recruitment industry.

     Competitors for  UltimateResume.com  are mainly in the Internet recruitment
arena which include  Monster.com,  HotJobs.com,  Headhunter,  and Career Mosaic.
Customers simply pay a nominal fee for each resume they want. There are monthly,
yearly,  and  unlimited  access  packages  that are both cost  efficient  to the
customer  looking to fill a large number of positions.  Also, these packages are
still much lower than the competitors.


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Construction Division:
     Construction  continues to expand along Utah's Wasatch Front. Land and home
prices have  escalated in the past five years causing  challenges for many first
time and retired home buyers  seeking  affordable  housing.  Although  there are
several national  builders in the area,  demand remains for quality,  moderately
priced homes.

     The  Company  plans on  building  fifty  twin home units in 2002 and thirty
single  family  homes,  all in  the  $120,000-$150,000  price  range.  With  its
dedicated  builders  already  experienced  in the  competition's  products,  the
Company  understands the buyers' preferences and can capitalize those desires by
incorporating them in its products.

Internet Eye Doctor:
     Industry  analysts  estimate that over 50% of the  population of the United
States needs some form of corrective eye wear. As a result, the eye wear product
industry  continues to escalate.  The Internet has created a dynamic  medium for
commerce  empowering  customers to shop in a more  convenient  manner at reduced
prices.

     The principal  competitors  include  ophthalmologists  and  optometrists in
private practice as well as national optical chains, such as LensCrafters,  Cole
Vision, etc.  1-800-Contacts is the primary competitor of Internet Eye Doctor in
the contact lens field.  1-800 Contacts  reported  revenues of  $169,000,000  in
2001.  1-800  Contacts  only seeks to meet the eye wear  needs of  contact  lens
wearers.  Internet Eye Doctor  intends to supply eye glass frames,  accessories,
and contacts.

Customers
---------

Employment Division:
     TopJobs USA's target  audience is  corporations in each "local" market area
that have a need for recruiting  qualified job  candidates.  Most of the desired
clients are seeking white-collared job candidates to fill positions that require
some work experience. The job categories range from IT to office administration.
In recent months,  the sales market has expanded because of a revised sales plan
that allows for much more  cost-efficient  packages.  Clients are  attracted  to
TopJobs USA because of its "local" emphasis,  customer service,  and competitive
pricing.

     UltimateResume.com  is essentially  going after the same target audience as
TopJobs USA,  which are  corporations  that have  recruitment  needs.  The Human
Resource   professional's   job   is   to   find   qualified   job   candidates.
UltimateResume.com's  database provides them with an additional recruiting tool.
Job seekers are also a target of  UltimateResume.com.  The site provides several
career tools to job seekers such as resume and cover letter writing. Job seekers
can  receive  advice  and help in these  areas  for a fee that is much more cost
efficient than through other Internet Recruitment sites.

Construction Division:
     The twin  homes and single  family  homes  will be  targeted  at first time
buyers and/or the retired or empty nest  clientele.  The homes will be priced in
the $120,000-$150,000 range.

     The  construction  division will also attract  commercial  clients  needing
small retail pads. It will also seek to build for  restaurants  and  convenience
store owners.




<PAGE>

Page 11

Products and Services
---------------------

Employment Division:

     Career Worth's employment  division has two main products which are TopJobs
USA and UltimateResume.com. Both of these products are Internet based.

     TopJobs USA's services help a corporation  enhance its recruitment  ability
to  attract  qualified  management,  professional,   technical,  and  other  job
candidates.  There are many features which  separate  TopJobs USA from the other
Internet  employment  companies,  such as providing more than just a job listing
Internet site.

     What  sets  TopJobs  USA  apart  from  the  rest is  that  it is a  "local"
employer-based  site.  This unique  service  makes it  attractive  to  potential
clients and easy for job  seekers to  navigate.  When a job seeker  comes to the
site,  they will  automatically  be searching jobs in the "Local"  region.  Most
sites  force job seekers to choose a specific  city and  region.  This adds both
more steps, time, and frustration to their search. TopJobs USA makes it easy for
both the local company and local job seeker.

     UltimateResume.com  takes on a different  approach to Internet  recruitment
than taken by TopJobs USA. While they are separate  products,  they have learned
to work together to help each other grow.

     UltimateResume.com does not post job openings. Instead, the site allows job
seekers to post their  resumes for free.  This  creates a large  database of job
seekers.  Companies are allowed to search through this database for free. But if
they would  like to  receive  contact  information,  they can  purchase a resume
individually for a minimal fee.

Trademarks
----------
     The Company's trademark  applications for "TOP JOBS USA" and "TOPJOBS" were
declined by the United  States  Department  of  Commerce,  Patent and  Trademark
Office.

Management Changes
------------------
     Mr. Troy  Corriveau  resigned  from the Board of Directors in February 2001
and from his position as Chief Operating  Officer in June 2001. In Oct 2001, Mr.
Curtis Johnson resigned as Chief Executive  Officer and Chairman of the Board of
Directors.

     Mr. Larry Heaps resigned as President and Director in January 2002.

     David  Wolfson and  Elizabeth  Colmenares  were  appointed  as Directors in
December 2001.

     BonnieJean C. Tippetts served as an interim  President from January 2002 to
early March 2002, afterwhich David Wolfson assumed that office.

Employees
---------
     As of December 31, 2001, the Company had 3 administrative  employees with 0
part time employees.  None of the Company's employees are represented by a labor
union.



<PAGE>

Page 12

ITEM 2.  DESCRIPTION OF PROPERTY

Offices
-------
     The Company  maintains its principal  office in Salt Lake City,  Utah.  The
current lease is on a month to month basis beginning in January 14, 2001.

     The Company's  current  facilities are generally  adequate for  anticipated
needs over the next six months.

Other Property
--------------
     The Company owned Lot 32 of a  development  known as Cottages on the Green,
as identified in the Plat recorded in the office of the Wasatch County Recorder,
as Entry No. 200360, in Book 371, at Page 458, contained with Plat C of Cottages
on the Green,  P.U.D.,  Midway City, Wasatch County, State of Utah. The property
was sold at $47,500 to partially satisfy the Laser Vend bankruptcy judgment.

     On September 7, 2001, the furniture,  equipment,  and computer hardware and
software were seized by KMH  Management.  In early 2002, the Company was able to
retrieve key computers and software and  corporate  documents.  In January 2002,
the Company  acquired its computers  with the  employment  web sites and records
necessary for the forward movement of CWI.


ITEM 3.  LEGAL PROCEEDINGS

     The  Company  is  involved  in  litigation  with  Laservend,  Inc.,  a Utah
corporation  ("Laservend"),  who is  currently  undergoing  Chapter 7 bankruptcy
proceedings in the Bankruptcy Court for the District of Utah,  Central Division.
Laservend's Bankruptcy Trustee filed a complaint against the Company on June 18,
1998,  alleging  that  Laservend had advanced the Company  $225,000.00  with the
agreement or  understanding  that the Company would repay Laservend  $225,000.00
plus interest.  Subsequently,  the complaint has been amended  alleging that the
amounts  advanced with interest are  $273,000.00.  The Company contends that the
parties were in merger  negotiations  and that the amounts advanced were part of
these negotiations.  Further, that in the event that a merger did not occur, any
and all amounts advanced by Laservend to the Company would be repaid through the
Company's  Common Stock at a rate of $0.50 per share.  The merger failed to take
place due to events  occurring in  Laservend.  On July 31, 1998,  the Trustee in
bankruptcy  filed a  Complaint  that the advance is a loan to be repaid by DiSX,
that  it  was a  preferential  transfer  and  that  Laservend  did  not  receive
reasonably  equivalent  value  for the  advances.  An  Answer  was  filed by the
Company.  The  Bankruptcy  Court has  granted the  Trustee's  Motion for Summary
Judgment.  The Order  grants  judgment in the amount of  $273,347.00  principle,
together with prejudgment interest of Page 13

$66,884.25,  plus prejudgment interest in accordance with 29 U.S.C. ss.1961. The
Trustee garnished amounts claimed due from topjobs.net inc, the JV, and the bank
account of DiSX. The Trustee has also executed on the computer equipment, office
equipment,  stock in topjobs.net  inc and  topjobs.net  plc, and other assets of
DiSX.  The Company has entered  into a  Settlement  Agreement  with the Trustee.
Under the terms of the  Settlement  Agreement,  the Company is obligated to make
certain  payments to the  Trustee  and during  such time the  Trustee  agrees to
forbear  from  obtaining   writs  of  garnishment  or  executions  or  otherwise
collecting on the judgment  except for the  collection  of the two  garnishments
described  above.  During such  period of  forbearance,  the writs of  execution
remain in effect. Management intended to make payment of the


<PAGE>

Page 13

judgment.  During the second quarter of 2000, the Trustee paid $221,000  against
the liabiltiy as consideration for topjobs.plc stock.  During the second quarter
2001, the Trustee liquidated a company asset,  reducing the outstanding  balance
by $47,500.  Other payments were made to the Trustee during 2000 and 2001. As of
December 31, 2001, the outstanding balance was $82,347. The Company has not been
released from the litigation.

     In March 2000,  the  Company was sued in the matter of  Martineau & Company
vs. Dynamic Information System & eXchange, Inc. No Answer has been filed by this
time. The amount claimed in the Complaint is in excess of $21,666.00. The amount
claimed for accounting  services is apparently  $8,648.00 with the balance being
accrued interest at 2% per month since March 1995.  Company  management does not
believe that  accounting  services  were  provided by  plaintiff  and intends to
contest the matter  rigorously.  As of December 31, 2001,  there has been no new
development in this matter.

In November 2000, Mark Wolkos and MW Investments  Marketing filed a complaint in
the  Superior  Court  of  Maricopa  County,  Arizona  against  the  Company  for
compensation  relating to investor  relations  services.  The complaint  alleged
compensation  due for such  services  of  $70,000 as well as stock  options  for
600,000 shares of stock. The Company has filed an answer denying the claims. Due
the difficulties CWI experienced in late 2001,  little was done on this claim. A
court date is set in April 2002 on the plaintiff's  motion for default judgment.
The Company has retained local counsel to represent it in this matter.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     Due to the  events  of the  year,  no  shareholder  meeting  was held as of
December 31, 2001.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The table below sets  forth,  for the  respective  periods  indicated,  the
prices for the Company's common stock in the over-the-counter market as reported
by the  NASD's  OTC  Bulletin  Board.  The bid prices  represent  inter-  dealer
quotations,  without adjustments for retail mark-ups,  mark-downs or commissions
and may not necessarily  represent  actual  transactions.  The figures have also
been restated based on the reverse stock splits of February and March 2002.

Fiscal Year Ended December 31, 2001                 High Bid      Low Bid
-----------------------------------                 --------      -------
First Quarter                                       $ 165.00      $  42.00
Second Quarter                                      $ 147.00      $  30.00
Third Quarter                                       $  60.00      $  30.00
Fourth Quarter                                      $  30.00      $  12.00

Fiscal Year Ended December 31, 2000                 High Bid      Low Bid
-----------------------------------                 --------      -------
First Quarter                                       $2640.00      $ 150.00
Second Quarter                                      $2190.00      $ 210.00
Third Quarter                                       $ 570.00      $ 210.00
Fourth Quarter                                      $ 330.00      $  90.00



<PAGE>

Page 14

Fiscal Year Ended December 31, 1999                 High Bid      Low Bid
-----------------------------------                 --------      -------
First Quarter                                       $2820.00      $ 480.00
Second Quarter                                      $2250.00      $1140.00
Third Quarter                                       $1410.00      $ 750.00
Fourth Quarter                                      $1500.00      $ 150.00

     At March 31, 2001, the Company's  common stock high bid and low bid, quoted
on the OTC Bulletin Board,  for the first quarter of Fiscal Year 2001 was $18.00
and $1.10, respectively.

     A one hundred to one reverse  occurred on February 26, 2002 and a thirty to
one reverse occurred on March 6, 2002.

     Since its  inception,  the Company has not paid any dividends on its Common
Stock,  and the Company does not  anticipate  that it will pay  dividends in the
foreseeable  future.  At March 15,  2002,  the  Company  has  approximately  425
shareholders of record based on information  provided by the Company's  transfer
agent.

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

Cautionary Statement Regarding Forward-looking Statements
---------------------------------------------------------
     This  report  may  contain   "forward-looking"   statements.   Examples  of
forward-looking  statements include,  but are not limited to: (a) projections of
revenues, capital expenditures,  growth, prospects, dividends, capital structure
and other  financial  matters;  (b)  statements  of plans and  objectives of the
Company and its  management  or Board of  Directors;  (c)  statements  of future
economic performance;  (d) statements of assumptions underlying other statements
and statements  about the Company and its business  relating to the future;  and
(e) any statements using the words  "anticipate,"  "expect,"  "may,"  "project,"
"intend" or similar expressions.

Results of Operations
---------------------
     During the first half of 2000,  the Company began its  transition  from its
relationship with topjobs.net inc. During that period, The Company  discontinued
activities as an advertising  agent for topjobs.net inc and returned to Internet
employment  recruiting  operations.  During the course of the 2000 fiscal  year,
competition  increased  with  many  companies  initiating  Internet  job  boards
targeted at employers.  Because of this change, Career Worth expanded its market
to include recruiters and recruiting activities. However, executing the business
plan which included the changeover from  topjobs.net and the expansion of Career
Worth products was difficult  because of the Company's  inability to attract the
capital   necessary  to  fund  its  working  capital  needs.  This  process  was
complicated  by the collapse of  securities  markets for  technical and Internet
related  stocks.  During the first eight months of 2001, the securities  markets
stabilized  with some capital  returning to the technical and Internet  sectors.
However,  with the  experiences  of September  11, 2001,  the markets were again
challenged and the entire  economy  suffered a significant  blow.  This dampened
lenders' and investors' willingness to commit funds to new ventures. In terms of
the  employment  recruiting  industry,  many of the  competitors  that had began
businesses in late 1999 and 2000 have gone out of business or have been absorbed
into larger competitors because of inexperience, high overhead, lack of revenues
and loss of funding. With rising unemployment,  focus shifted from the employers
to the job seekers.  While Career  Worth faces the same  challenges,  management
believed that the business plan  contained the necessary  flexibility to succeed
in a changing employment environment. However, while


<PAGE>

Page 15

the Company was successful in reducing overhead and unnecessary expenses, it had
difficulty  obtaining the minimum funding  necessary to remain in operation.  In
September  2001, the Company was forced to temporarily  discontinue  day-to- day
operations  because of lack of working  capital.  At that time, the Company lost
access  to its  office  facilities  and  equipment.  Despite  the  difficulties,
management remained active in attempting to attract the capital necessary to run
the business.  In late 2001 and early 2002, as previously  noted in this report,
significant changes took place in management, ownership, and Company direction.

     Because of the significant changes in operating activities and the business
environment,  comparisons of the financial statements for the two years may have
limited significance.

Year ended December 31, 2001 compared to year ended December 31, 2000
---------------------------------------------------------------------
     Total revenues for the year ended December 31, 2001 was $6,470  compared to
$154,367  for the same period of 2000.  This  decrease  was due to lack of funds
necessary to advertise the Company's  products and pay  employees.  Direct costs
for the year ended  December 31, 2001 were $1,557 as compared to $61,867 for the
year ended December 31, 2000. The decrease in direct costs were primarily due to
reduced business activity.

     For fiscal year 2001,  operating  expenses were  $1,498,337,  consisting of
salaries and wages of $97,188, depreciation and amortization expenses of $9,123,
and general and administrative expenses of $1,392,026,  resulting in a loss from
operations of $1,493,424.  Total  operating  expenses for 2000 were  $2,160,545,
consisting  of salaries and wages of  $423,400,  depreciation  and  amortization
expenses of $14,572,  and general  and  administrative  expenses of  $1,722,573,
resulting in a loss from operations of $2,068,045.  The decrease in salaries and
wages  resulted  from the loss of  personnel  due to cost cutting  efforts.  The
reduction in general and  administrative  expenses was due to lower expenses for
professional services and other business activities.

     Total  other  income  (expense)  for  fiscal  2001  netted  an  expense  of
$(144,083)  compared to an expense of $(373,600)  for fiscal 2000.  During 2001,
loss on disposal of assets was $(45,516) and interest expense was ($98,567). The
loss on disposal of assets primarily  resulted from the sale of property held by
the Company to partially  satisfy the  LaserVend  bankruptcy  liability.  During
2000, loss on the sale of securities was  $(279,000),  interest income was $781,
and interest expense was $(95,381).  The loss on the sale of securities resulted
from the  sale of PLC  stock  to  partially  satisfy  the  LaserVend  bankruptcy
liability.

     The  net  loss  for the  Company  was  $(1,637,507)  in  2001  compared  to
$(2,441,645)  the prior  year.  The Company  experienced  a  comprehensive  loss
$(1,637,507)  for the year ended  December 31, 2001 compared to a  comprehensive
loss of $(2,256,773) for the same period of 2000, a decrease of 28.4%. The basic
loss per share for fiscal 2001 was $(72.16) as compared to $(254.66)  for fiscal
2000,  based on the  weighted  average  number  of  shares  outstanding  for the
respective periods adjusted for the 2002 reverse stock splits.

Liquidity and Capital Resources
-------------------------------

     During 2001, cash flows from operations and notes payable (some convertible
to shares of the  Company's  common  stock) were  utilized for working  capital,
conversion of debt, payment of professional services and for other activities of
the Company.



<PAGE>

Page 16

     The Company had a working capital deficit of $(1,693,223),  at December 31,
2001.  The Company had a cash deficit of $486 and no  receivables.  Cash used in
operations  for the year ended  December  31, 2001 was  $235,347  compared  with
$881,103 for the year ended  December 31, 2000.  The reduction in the outflow of
funds used for operations was due primarily to the decreased  revenues and lower
operating  expenses  that led to a  significantly  lower  net loss.  Cash  flows
derived from  investing  activities  was $0 in 2001  compared with and inflow of
$199,461.  the  prior  year.  The 2000  inflow  came from the  disposal  the PLC
securities to partially  satisfy the LaserVend  judgment.  There were no similar
proceeds in 2001. Cash from financing  activities  totaled  $234,070 in 2001 and
$682,919 in 2000.  The reduction was due to  significantly  lower  proceeds from
notes payable and convertible debentures.

     Because the  Company has an  accumulated  deficit of  $(10,360,939),  has a
working capital deficit and limited internal financial resources,  the report of
the Company's auditor contains a going concern modification as to the ability of
the Company to continue.  During fiscal 2001, the Company continued  measures to
reduce cash outflow,  raise capital from outside  sources,  and maintain Company
operations at a reduced level.  Unfortunately the CWI was insolvent by year-end.
In late 2001 and early  2002,  changes in Company  management  were made to help
reduce   outstanding  debt,   facilitate  the  inflow  of  capital,   and  bring
acquisitions  into CWI. As noted  previously in this document,  the acquisitions
and  activities  in the first  quarter  of 2002 have been  significant  and will
stabilize the Company.

     At December 31, 2001, the Company had recorded $735,157 in accrued expenses
consisting of accrued  salaries and wages,  accrued  interest and unpaid payroll
taxes, and unemployment taxes,  including  reasonable interest and penalties for
late  payment.  Subsequent  to December 31, 2001 and prior to this  filing,  the
Company has reduced outstanding interest through negotiations with creditors and
the issuance of preferred  stock and  restricted  common  stock.  A  significant
portion of the accrued  salaries  and wages have also been  settled  through the
issuance of common stock.  The Company is also  negotiating with tax authorities
to rectify the payroll tax situation.

     At December 31, 2001, the Company had recorded  notes payable,  convertible
debentures, and current portion of long-term liabilities totaling $786,604.

     In prior  reports,  the Company has recorded  contingent  liabilities  with
related accrued  interest was recorded as a separate  category.  In this report,
the total of $82,397 is  included  in Accrued  Expenses.  This amount is owed to
LaserVend,  Inc. In January  1998,  the Company  entered into a "Letter Offer to
Acquire" with LaserVend, Inc. whereby LaserVend would acquire all the issued and
outstanding common stock of the Company. In anticipation of the proposed merger,
LaserVend advanced the Company $286,572 during the year ended December 31, 1998.
The merger failed to take place due to events occurring in LaserVend.  LaserVend
subsequently  filed for bankruptcy.  On July 31, 1998, the Trustee in bankruptcy
filed a complaint that the advance was a loan to be repaid by DiSX,  that it was
a preferential transfer and that Laservend did not receive reasonably equivalent
value for the  advances.  The  Company  filed an answer  to the  complaint.  The
Bankruptcy  Court granted the Trustee's motion for summary  judgment.  The order
granted judgment in the amount of $273,347 principal,  together with prejudgment
interest of $66,884.  As of December 31, 1999,  the Company paid the  Bankruptcy
Court  $7,125.  The Company has entered  into a  settlement  agreement  with the
Trustee.  Under the terms of the settlement agreement,  the Company is obligated
to make certain  payments to the Trustee and during such time the Trustee agrees
to forbear from  obtaining  writes of  garnishment  or  executions  or otherwise
collect on the  judgment.  The Company  also  accrued an  additional  $35,876 in
interest and other contingent



<PAGE>

Page 17

expenses  through the end of 1999  bringing  the total  contingent  liability to
$368,982.  During  early 2000,  $18,135 has been sent to reduce the  outstanding
balance.  At mid-year 2000, the Trustee credited  $221,000 against the liability
as the Company's  holding in PLC stock was sold to partially repay the judgment.
During  the  second  quarter  2001 the  Trustee  credited  $47,500  against  the
liability  upon  disposal  of a  Company  assets.  The  balance  of other  funds
forwarded  to the  Trustee  through the end of 2001 left a balance of $82,397 in
contingent liabilities.

Impact of Inflation
-------------------
     The Company does not anticipate  that inflation will have a material impact
on its current or proposed operations.

Seasonality
-----------
     The  Company  does not  anticipate  that  seasonality  will have a material
impact on its current or proposed operations.

Principal Customers
-------------------
     The minimal sales during 2001 were generated  through a variety of clients.
Subsequent  to the end of calendar  year 2001,  CWI is working to diversify  its
businesses and expand its potential customer

Seasonality
-----------
     Management  of the  Company  knows of no seasonal  aspects  relating to the
nature of the Company's  business  operations  that had a material effect on the
financial condition or results of operation of the Company.


ITEM 7.  FINANCIAL STATEMENTS

     The following statements of the Company are set forth immediately following
the signature page to this Form 10-KSB.


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

     The Company has had no disagreements  with its certified public accountants
with respect to accounting practices or procedures or financial disclosure.  See
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.


<PAGE>

Page 18

PART III

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

     The  following  table  sets  forth  the name,  age,  and  position  of each
executive  office  and  director  that has served  during the fiscal  year ended
December 31, 2001, and the term of office of each director of the Company.

Name                   Age   Position               Director or Officer Since
----                   ----  --------               -------------------------
Larry D. Heaps         52    President, Director    October 1993 (3)
Curtis T. Johnson      51    CEO, Chairman          October 1993 (2)
Troy L. Corriveau      52    COO, Director          April 1999 (1)
David Wolfson          22    President, Director    March 2002/ December 2001
Elizabeth Colmenares   35    Director               December 2001.
BonnieJean C. Tippetts 60    Interim President      January, 2002 (4)

-------------------------
(1)  Mr.  Corriveau  resigned as  Director  in February  2001 and as COO in June
     2001.
(2)  Mr. Johnson resigned as CEO and Chairman of the Board in October 2001
(3)  Mr. Larry Heaps resigned as President and Director in January 2002.
(4)  BonnieJean C. Tippetts resigned as Interim President in March 2002

     The term of  office  of each  director  is one year  and  until  his or her
successor is elected and qualified at the Company's  annual meeting,  subject to
removal by the Shareholders.  All Officers serve at the pleasure of the board of
directors and until his or her successor is elected at a meeting of the board of
directors and is qualified  except as noted below in Employment  Agreements  and
Benefits.

Biographical Information
------------------------
     Set  forth  below  is  certain  biographical  information  for  each of the
Company's Officers and Directors and other key personnel.

     Larry D. Heaps has extensive  experience in  operations  and  manufacturing
management.  Mr. Heaps has served as President of the Company  since 1993.  From
1989 to 1993, as an independent  operations  consultant,  Mr. Heaps successfully
worked  with a number of  clients in  establishing  improved  manufacturing  and
operational  procedures.  From 1972 to 1983, as Executive VP and General Manager
of a successful  children's  clothing  manufacturing  operation,  Larry  managed
operations that included hundreds of employees,  thousands of customer accounts,
overseas exports and innovative receivables financing. Educated at Brigham Young
University,  in 1972,  Mr.  Heaps  received  a Bachelor  of Science in  Business
Management with an emphasis in Marketing.

     David Wolfson was appointed a director of the Company on December 20, 2001.
He  subsequently  became  president in March 2002. He is currently the owner and
managing member of David Michael,  LLC, a business  consulting firm. He has also
been a direct of two other public  companies:  Premier Brands,  Inc. and Kelly's
Coffee.  Mr. Wolfson  earned a Bachelor of Arts degree from Emory  University in
Atlanta, Georgia. He is currently completing his law degree at the University of
Utah.


<PAGE>

Page 19

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
     The  Company's  Common  Stock was recently  registered  pursuant to Section
12(g) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
and, in connection therewith, directors, officers, and beneficial owners of more
than 10% of the  Company's  Common  Stock are required to file on a timely basis
certain  reports  under  Section 16 of the Exchange  Act as to their  beneficial
ownership of the Company's  Common Stock.  Based on information  provided to the
Company as of March 1, 2001,  all  required  reports have been filed on a timely
basis.

ITEM 10.  EXECUTIVE COMPENSATION

     The following tables set forth certain summary  information  concerning the
compensation  paid or accrued  for each of the  Company's  last three  completed
fiscal  years to the  Company's  chief  executive  officer and each of its other
executive officers that received  compensation in excess of $100,000 during such
period (as  determined  at December  31,  2001,  the end of the  Company's  last
completed fiscal year):

<TABLE>
                                         SUMMARY COMPENSATION TABLE

                                     Annual Compensation              Long Term Compensation

                                                       Other
                                                       Annual      Restricted                          All Other
Name & Principal                                       Compen-     Stock         Options/     LTIP     Compensa-
Position                Year    Salary($)   Bonus($)   sation($)   Award($)      SARS(#)    Payout($)    tion($)
----------------        ----    ---------   --------   ---------   --------      -------    ---------  ---------
<S>                     <C>     <C>         <C>        <C>         <C>           <C>        <C>        <C>
Eric E. Marchant        1999    $   8,750       -           -      $55,000          -           -           -
CEO & Chairman
Through Nov. 1999

Larry D. Heaps          2001    $     -         -      $  40,000       -            -           -           -
President & Director    2000    $  19,400       -      $  62,500       -            -           -
                        1999    $  60,167       -           -      $82,500          -           -           -

Curtis T. Johnson       2001    $     -         -      $  40,000       -            -           -           -
CEO & Chairmen (2000)   2000    $     -         -      $  82,000       -            -           -           -
                        1998    $     -         -      $   1,000       -            -           -           -

Troy Corriveau          2000    $     -         -      $  30,560    $16,250         -           -           -
COO & Director          2000    $  33,500       -      $  67,500    $16,250         -           -           -

(1) These officers received restricted stock for accrued salaries.

</TABLE>

Employment Agreements and Benefits
----------------------------------

     Currently  there are no employment  agreements.  All prior  employment  and
consulting  agreements  were  settled at the time new  management  took over the
company.

Consulting Agreements
---------------------

     In December  2001,  consulting  agreements  were  entered  into between the
Company  and David  Wolfson and  Elizabeth  Colmenares.  Each of the  agreements
agreed to pay the consultant 28,333 shares of Company common restricted stock.


<PAGE>

Page 20

     All other employee  agreements with the Company are at will. As a condition
to employment, all the Company's managers and key personnel are required to sign
a non-disclosure and non-competition agreement.

Compensation of Directors
-------------------------
     The  Company's  directors  receive no payments for  attendance at meetings.
Board  members  may be  reimbursed  for all  reasonable  out-of-pocket  expenses
incurred by them in conjunction with their attendance at board meetings.

Resignation of Officers and Directors
-------------------------------------
     Effective Feb 2001, Troy L. Corriveau  tendered his resignation as a member
of the board of directors of the Company. Effective June 2001, Troy L. Corriveau
tendered his resignation as Chief Operations Officer.

     Effective Oct 2001,  Curtis Johnson tendered his resignation as chairman of
the board of directors and as Chief Executive Officer of the Company.

     Effective January 2002, Larry Heaps resigned as President and Director.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth as of March 31,  2002,  the name and the
number of shares of the Company's Common Stock, par value $0.001 per share, held
of record or beneficially, more than 5% of the 14,640,597 issued and outstanding
shares of the Company's  Common Stock,  and the name and  shareholdings  of each
director and of all officers and directors as a group.

Security Ownership of Certain Beneficial Shareholders
-----------------------------------------------------
Title
 of     Name and Address            Amount and Nature of            Percentage
Class   Beneficial Owner            Beneficial Ownership            of Class
-----   ----------------            --------------------            ----------
Common  David Wolfson               5,030,085  Direct                 34.36
        48 West 300 South, #501 N.        134  Indirect                0.00
        Salt Lake City, Utah 84101

Common  Elizabeth Colmenares        3,858,334  Direct                 26.35
        1935 West River Oaks Drive
        Salt Lake City, Utah 84093

Common  ASGA, Inc.                  1,300,000  Direct                  8.88
        660 Hughes Blvd.
        Elizabeth City, NC 26909

Common  AALL Finished Construction  1,125,000  Direct                  7.68
        3809 S. West Temple, #1D
        Salt Lake City, Utah 84115

Common  Internet Eye Doctor, Inc.   1,000,000  Direct                  6.83
        3809 S. West Temple, #2D
        Salt Lake City, Utah 84115


<PAGE>

Page 21

Officers and Directors
----------------------
Title
 of     Name and Address         Amount and Nature of               Percentage
Class   Beneficial Owner         Beneficial Ownership               of Class
-----   ----------------         --------------------               ----------
Common  Larry Heaps                  106,590  Direct                  0.72
        743 South 670 East             4,927  Indirect                0.03
        Orem, Utah 846040

Common  David Wolfson                               -see above

Common  Elizabeth Colmenares                        -see above


        All Officers/Directors      8,995,009  Direct                61.44
        as a Group (3 Persons)          5,061  Indirect               0.03
                                   -----------                       -----
        Total Beneficial Ownership 12,425,070                        84.87
                                   ==========                        =====


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others
---------------------------------------
     Except as indicated  below,  and for the periods  indicated,  there were no
material transactions,  or series or similar transactions,  or series of similar
transactions,  since the  beginning of the  Company's  last fiscal year,  or any
currently proposed transactions, or series of similar transactions, to which the
Company was or is to be a party, in which the amount involved  exceeds  $60,000,
or in which any director or  executive  officer,  or any security  holder who is
known to the Company to own of record or beneficially  more than 5% or any class
of the Company's  common stock, or any member of the immediate  family of any of
the foregoing persons, has an interest.

     During 2001,  the Company issued  restricted  common stock to the following
who were affiliates all or part of the year: Larry D. Heaps was issued 4,000,000
shares of  restricted  common  stock for accrued  salary,  wages,  and  services
rendered;  Curtis Johnson was issued 4,000,000 shares of restricted common stock
for accrued salary,  wages,  and services  rendered;  and Troy Corriveau,  while
serving until June 2001 as an officer in the Company,  was issued 500,000 shares
of restricted  stock for accrued salary,  wages, and services  rendered.  DeLynn
Heaps was issued  6,842,910  shares of restricted stock to convert notes payable
to equity.

     On December 20, 2001,  David  Wolfson and Elizabeth  Colmenares  joined the
Board of  Directors  as part of a  consulting  agreement  to assist in  lowering
corporate  liabilities and helping revitalize the Company.  On January 16, 2002,
Mr. Wolfson and Ms.  Colmenares each received 28,333 shares of restricted common
stock.  (On February 25, 2002, the Company reverse split its common stock 100 to
1. On March 6, 2002, the common stock was reverse split again 30 to 1.) On March
6, 2002, the Company acquired 100% of Regency Development Corporation (Regency),
a Nevada corporation, in exchange for a $2,000,000 note and 10,000,000 shares of
Career Worth restricted common stock. Regency Development's principal asset is a
40-acre tract of land in Oasis, Nevada. Regency had four shareholders, including
Mr. Wolfson and Ms.  Colmenares who held 77.8% of Regency's  outstanding  stock.
Mr. Wolfson and Ms.  Colmenares  received  5,000,000 and 3,830,000 shares of the
Company's  restricted  common  stock,  respectively,  as  consideration  for the
Regency acquisition.

<PAGE>

Page 22

Certain Business Relationships
------------------------------
     Except as indicated  below,  and for the periods  indicated,  there were no
material  relationships  regarding  directors that exist, or have existed during
the Company's last fiscal year.

Indebtedness of Management
--------------------------
     Except as indicated  below,  and for the periods  indicated,  there were no
material transaction,  or series of similar  transactions,  or series of similar
transactions,  since the  beginning of the  Company's  last fiscal year,  or any
currently proposed transactions, or series of similar transactions, to which the
Company was or is to be a party,  in which the amount  involved  exceeds $60,000
and in which any director or executive  officer,  or any security  holder who is
known to the Company to own of record or beneficially  more than 5% of any class
of the Company's  common stock, or any member of the immediate  family of any of
the foregoing persons, has an interest.

Transactions with Promoters
---------------------------
     None.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
     (a) (1)  FINANCIAL  STATEMENTS.  The  following  financial  statements  are
included in this report:

Title of Document                                                         Page
-----------------                                                         ----
Independent Auditor's Report of HJ & Associates                            24
Balance Sheet as of December 31, 2001                                      25
Statements of Operations for the years ended December 31, 2001 and 2000
     and from inception on January 1, 2000 through December 31, 2001       26
Statements of Stockholders' Equity                                         27
Statements of Cash Flows for the years ended December 31, 2001 and 2000
     and from inception on January 1, 2000 through December 31, 2001       30
Notes to Financial Statements                                              31

     (a) (2) FINANCIAL  STATEMENT  SCHEDULES.  The following financial statement
schedules are included as part of this report:
        None
     (a) (3)  EXHIBITS.  The  following  exhibits  are  included as part of this
report:
        NONE.

     (b) Reports on Form 8-K.

     The Company  filed a report on Form 8-K with the  Commission on February 6,
2002  disclosing  consulting  agreements  which led to the  issuance  of Company
shares  resulting  in a change in  control of the  Company.  David  Wolfson  and
Elizabeth  Colmenares  joined the board of  directors.  Larry Heaps  resigned as
president and board member.

     The  Company  filed a report on Form 8-K with the  Commission  on March 22,
2002  disclosing a stock exchange  agreement  with Internet Eye Doctor,  Inc., a
Nevada  corporation.  This  agreement  gives the  Company a  majority  ownership
interest in Internet Eye Doctor, Inc.

     The  Company  filed a report on Form 8-K with the  Commission  on March 21,
2002  disclosing  a stock  exchange  agreement  for the  acquisition  of Regency
Development Corporation, a Nevada Corporation.  The purpose of agreement was for
the  Company  to obtain  control of a parcel of land  located in Oasis,  Nevada,
which Regency owns.  BonnieJean Tippetts resigned as interim president and David
Wolfson was named as president.



<PAGE>

Page 23

SIGNATURE

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  this report has been signed below by the following person on behalf of
the Registrant and in the capacity and on the date indicated:

                           DYNAMIC INFORMATION SYSTEM & EXCHANGE, INC.

Date: March 31,2002        By:  /S/ David Wolfson

                           By: /S/ Elizabeth Colmenares




<PAGE>

Page 24

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Career Worth, Inc.
(A Development Stage Company)
Salt Lake City, Utah

We have  audited  the  accompanying  balance  sheet of  Career  Worth,  Inc.  (a
development stage company) as of December 31, 2001 and the related statements of
operations,  stockholders' equity (deficit),  and cash flows for the years ended
December  31,  2001  and 2000 and from  inception  of the  development  stage on
January 1, 2000 through  December 31, 2001.  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 of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
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  financial  position  of  Career  Worth,  Inc.  (a
development  stage  company)  as of  December  31,  2001 and the  results of its
operations and its cash flows for the years ended December 31, 2001 and 2000 and
from inception of the development  stage on January 1, 2000 through December 31,
2001 in conformity with accounting  principles  generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,   the  Company  has  a  deficit  in  working  capital  of
$1,677,256,  has experienced significant losses for the years ended December 31,
2001 and 2000 and has a  significant  accumulated  deficit at December 31, 2001.
These conditions raise substantial doubt about the Company's ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of these uncertainties.



HJ & Associates, LLC
Salt Lake City, Utah
April 10, 2002


<PAGE>

Page 25
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                                  Balance Sheet


                                     ASSETS
                                     ------
                                                                 December 31,
                                                                     2001
                                                                 ------------

CURRENT ASSETS
 Cash                                                            $       -
                                                                 ------------
     Total Current Assets                                                -
                                                                 ------------

     TOTAL ASSETS                                                $       -
                                                                 ============



                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                ----------------------------------------------

CURRENT LIABILITIES
 Cash overdraft                                                           486
 Accounts payable                                                     170,976
 Accrued expenses (Note 4)                                            735,157
 Current portion - long-term liabilities (Note 7)                     639,839
 Convertible debentures (Note 6)                                      142,045
 Related party payable (Note 5)                                         4,720
                                                                 ------------

     Total Current Liabilities                                      1,693,223
                                                                 ------------

LONG-TERM LIABILITIES (Note 7)                                           -
                                                                 ------------

     Total Liabilities                                              1,693,223
                                                                 ------------

COMMITMENTS AND CONTINGENCIES (Note 8)                                   -
                                                                 ------------


STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock, 5,000,000 shares authorized at $0.001
   par value; no shares issued or outstanding                            -
  Common stock, 500,000,000 shares authorized at $0.001
   par value; 85,666 shares issued                                         85
  Additional paid-in capital                                        8,669,881
  Stock subscription receivable                                        (2,250)
  Accumulated deficit                                             (10,360,939)
                                                                 ------------

     Total Stockholders' Equity (Deficit)                          (1,693,223)
                                                                 ------------


     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        $       -
                                                                 ============
The accompanying notes are an integral part of these financial statements.


<PAGE>

Page 26
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                                                 From Inception
                                                                 Of Development
                                                                   Stage on
                                         For the Years            January 1,
                                       Ended December 31,          Through
                                  ----------------------------    December 31,
                                       2001           2000           2001
                                   ------------   ------------   ------------

SALES                              $      6,470   $    154,367   $    160,837

COST OF SALES                             1,557         61,867         63,424
                                   ------------   ------------   ------------

GROSS MARGIN                              4,913         92,500         97,413
                                   ------------   ------------   ------------

OPERATING EXPENSES

  Salaries and wages                     97,188        423,400        520,588
  Depreciation and amortization           9,123         14,572         23,695
  General and administrative          1,392,026      1,722,573      3,114,599
                                   ------------   ------------   ------------

     Total Operating Expenses         1,498,337      2,160,545      3,658,882
                                   ------------   ------------   ------------

     Loss from Operations            (1,493,424)    (2,068,045)    (3,561,469)
                                   ------------   ------------   ------------

OTHER INCOME (EXPENSE)
  Loss on disposal of assets            (45,516)          -           (45,519)
  Loss on sale of securities               -          (279,000)      (279,000)
  Interest income                          -               781            781
  Interest expense                      (98,567)       (95,381)      (193,948)
                                   ------------   ------------   ------------

     Total Other Income (Expense)      (144,083)      (373,600)      (517,683)
                                   ------------   ------------   ------------

NET LOSS                             (1,637,507)    (2,441,645)    (4,079,152)
                                   ------------   ------------   ------------

OTHER COMPREHENSIVE LOSS
  Gain (loss) on valuation of
   marketable securities                   -           184,872        184,872
                                   ------------   ------------   ------------
  Net Comprehensive Loss           $ (1,637,507)  $ (2,256,773)  $ (3,897,280)
                                   ============   ============   ============
BASIC LOSS PER SHARE               $     (72.16)  $    (254.66)
                                   ============   ============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                    22,693          9,588
                                   ============   ============

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


<PAGE>

Page 27
                               CAREER WORTH, INC.
                             (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
                                    Common Stock           Additional      Stock         Other
                                    ------------            Paid-in     Subscription  Comprehensive  Accumulated
                                   Shares      Amount       Capital      Receivable      Loss         (Deficit)
                                -----------  -----------  ------------  ------------  ------------  ------------
<S>                             <C>          <C>          <C>           <C>           <C>           <C>
Balance, December 31, 2000            7,523   $        8   $ 5,456,448    $     -      $  (184,872) $(6,281,787)

Common stock issued for services
 $330 per share on Jan. 1, 2000         318            1       104,961          -             -            -

Conversion of debentures and
 interest payable to common stock
 at $160 per share on Jan. 1, 2000        4         -              640          -             -            -

Conversion of accounts payable to
 common stock at $355 per share on
 January 1, 2000                         32         -           11,350          -             -            -

Common stock issued for services at
 $596 per share on Feb. 1, 2000         114         -           68,000          -             -            -

Common stock issued for services at
 $1,765 per share on March 31, 2000     141         -          248,921          -             -            -

Conversion of debentures and
 interest payable to common stock
 at $444 per share on March 31, 2000     80         -           35,555          -             -            -

Conversion of accounts payable to
 common stock at $374 per share
 on March 31, 2000                      193         -           72,200          -             -            -

Common stock issued for services at
 $1,365 per share on May 3, 2000        130         -          177,450          -             -            -

Common stock issued for services at
 $1,345 per share on May 4, 2000         97         -          130,500          -             -            -

Conversion of notes and interest
 payable to common stock at $311
 per share on May 19, 2000              645            1       200,374          -             -            -

Common stock issued for services at
 $898 per share on June 5, 2000.        197         -          177,000          -             -            -

Conversion of notes and interest
 payable to common stock at $105
 per share on August 16, 2000           267         -           28,034          -             -            -

Common stock issued for services at
 $417 per share on Sept. 5, 2000         42         -           17,500          -             -            -

Common stock issued for services at
 $300 per share on Sept. 12, 2000       797            1       238,999          -             -            -
                                -----------  -----------  ------------  ------------  ------------  -----------
Balance Forward                      10,580  $        11  $  6,967,932  $       -     $   (184,872) $(6,281,787)
                               ------------  -----------  ------------  ------------  ------------  -----------
</TABLE>

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


<PAGE>

Page 28
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
                                     Common Stock           Additional      Stock         Other
                                     ------------            Paid-in     Subscription  Comprehensive  Accumulated
                                    Shares      Amount       Capital      Receivable      Loss         (Deficit)
                                 -----------  -----------  ------------  ------------  ------------  ------------
<S>                              <C>          <C>          <C>           <C>           <C>           <C>
Balance Forward                      10,580   $      11    $ 6,967,932   $      -      $   (184,872) $(6,281,787)

Conversion of debentures and
 interest payable to common stock
 at $61 per share on Oct.31,2000        270         -           16,400          -             -            -

Common stock issued for services at
 $135 per share on November 9, 2000     233         -           31,500          -              -           -

Conversion of debentures and
 interest payable to common stock
 at $71 per share on Nov. 16, 2000    1,390            1        98,660          -              -           -

Common stock for services at
 $93 per share on November 16, 2000     417            1        38,749          -              -           -

Gain on valuation of marketable
 securities                            -            -             -             -           184,872        -

Net loss for the year ended
 December 31, 2000                     -            -             -             -              -     (2,441,645)
                                 -----------  -----------  ------------  ------------  ------------  -----------
Balance, December 31, 2000           12,890           13     7,153,241          -              -     (8,723,432)

Conversion of notes and interest
 payable to common stock at $90
 per share on January 4,2001          1,281            1       115,286          -             -            -

Common stock issued for services at
 $90 per share on February 1, 2001      167         -           15,000          -             -            -

Conversion of notes and interest
 payable to common stock at $90
 per share on February 20,2001          448            1        40,354          -             -            -

Conversion of debentures and
 interest payable to common stock
 at $86 per share on March 9, 2001      433            1        37,317          -             -            -

Common stock issued for services
 at $59 per share on June 6, 2001       700            1        41,999          -             -            -

Common stock issued for services
 at $45 per share on June 6, 2001        83         -            3,750          -             -            -

Common stock issued for subscription
 receivable at $45 on June 6, 2001       50         -            2,250        (2,250)         -            -
                                 -----------  -----------  ------------  ------------  ------------  -----------
Balance Forward                      16,052  $        17  $  7,409,197  $     (2,250) $       -     $(8,723,432)
                                 -----------  -----------  ------------  ------------  ------------  -----------
</TABLE>

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


<PAGE>

Page 29
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
                                     Common Stock           Additional      Stock         Other
                                     ------------            Paid-in     Subscription  Comprehensive  Accumulated
                                    Shares      Amount       Capital      Receivable      Loss         (Deficit)
                                 -----------  -----------  ------------  ------------  -------------  ------------
<S>                              <C>          <C>          <C>           <C>           <C>            <C>
Balance Forward                        16,052  $        17  $  7,409,197  $     (2,250) $       -     $(8,723,432)

Common stock issued for services at
 $30 per share on June 20, 2001         4,167            4       124,996          -              -           -

Conversion of notes and interest
 payable to common stock at $28
 per share on June 20, 2001             1,417            1        40,264          -              -           -

Conversion of debentures and interest
 payable to common stock at
 $84 per share on June 20, 2001         1,060            1        88,849          -              -           -

Common stock issued for services at
 $30 per share on July 6,2001              33         -            1,000          -              -           -

Conversion of notes payable to
 common stock at $30 per share on
 July 6, 2001                           3,334            3        99,997          -              -           -

Conversion of debentures and
 interest payable to common stock
 at $56 per share on July 6, 2001         233         -           13,039          -              -           -

Common stock issued for services
 at $30 per share on Aug. 14, 2001        172         -            5,150          -              -           -

Common stock issued for services
 at $30 per share on Aug. 29, 2001         32         -              950          -              -           -

Common stock issued for accounts
 payable at $15 per share on
 October 1, 2001                          133         -            2,040          -              -           -

Conversion of debentures to common
 stock at $6 per share on
 December 18, 2001                      1,250            1         7,499          -              -           -

Additional expense for stock issued
 below market value                      -            -           11,250          -              -           -

Common stock issued for accounts
 payable at $15 per share on
 December 18, 2001                         50         -              765          -              -           -

Common stock issued for services at
 $15 per share on December 18, 2001       650            1         9,944          -              -           -

Common stock issued for services at
 $15 per share on December 20, 2001    56,666           56       849,944          -              -           -

Common stock issued for services at
 $12 per share on December 27, 2001       417            1         4,999          -              -           -

Net loss for the year ended
 December 31, 2001                       -            -             -             -              -      (1,637,507)
                                  -----------  -----------  ------------  ------------  ------------  ------------
Balance, December 31, 2001             85,666  $        85  $  8,669,881  $     (2,250) $       -     $(10,360,939)
                                  =========== ============ =============  ============  ============  ============
</TABLE>


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


<PAGE>

Page 30
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
                                                                            From Inception
                                                                            Of Development
                                                                              Stage on
                                                    For the Years             January 1,
                                                   Ended December 31,          Through
                                            ----------------------------      December 31,
                                                  2001           2000            2001
                                              ------------   ------------    ------------
<S>                                           <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                    $ (1,637,507)  $ (2,441,645)  $ (4,079,152)
  Adjustments to reconcile net loss to net
   cash flows used by operating activities:
    Depreciation and amortization                    9,123         14,572         23,695
    Common stock issued for services             1,057,796      1,233,582      2,291,378
    Disposition of marketable securities              -           279,000        279,000
    Loss on disposal of assets                      45,516           -            45,516
    Additonal expense for stock issued below
     fair market value                              11,250           -            11,250
  Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable       4,850         (4,850)          -
    (Increase) decrease in accounts receivable -
      related party                                  7,600          5,450         13,050
    (Increase) decrease in prepaids and other
      assets                                         9,126          1,000         10,126
    Increase (decrease) in accounts payable         52,445        103,585        156,030
    Increase (decrease) in accrued expenses        204,454        (71,797)       132,657
                                              ------------   ------------   ------------
      Net Cash Flows (Used) by
        Operating Activities                      (235,347)      (881,103)    (1,116,450)
                                              ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                            -           (21,539)       (21,539)
  Proceeds from sale of securities                    -           221,000        221,000
                                              ------------   ------------   ------------
      Net Cash Flows (Used) by Investing
         Activities                                   -           199,461       199,461
                                              ------------   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from cash overdraft                         486           -               486
  Payments on cash overdraft                          -           (16,149)       (16,149)
  Payment on notes payable and
    convertible debentures                          (1,000)       (56,407)       (57,407)
  Proceeds from notes payable and
    convertible debentures                         234,584        755,475        990,059
                                              ------------   ------------   ------------
      Net Cash Flows Provided by
         Financing Activities                      234,070        682,919        916,989
                                              ------------   ------------   ------------

NET INCREASE (DECREASE) IN CASH                     (1,277)         1,277           -

CASH AT BEGINNING OF YEAR                             -              -              -
                                              ------------   ------------   ------------
CASH AT END OF YEAR                           $     (1,277)  $      1,277   $       -
                                              ============   ============   ============
CASH PAID DURING THE YEAR FOR:
  Interest                                    $       -      $     11,000   $     11,000
  Income taxes                                $       -      $       -      $       -

NON-CASH TRANSACTIONS
  Debentures converted to common stock        $    122,500   $    142,372   $    264,872
  Interest converted to common stock          $     42,607   $     19,600   $     62,207
  Common stock issued for notes payable       $    277,504   $    217,693   $    495,197
  Common stock issued for services            $  1,057,796   $  1,233,582   $  2,291,378
  Common stock issued for accounts payable    $      2,805   $     83,550   $     86,305
  Common stock issued for subscription
   receivable                                 $      2,250   $       -      $      2,250
</TABLE>

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


<PAGE>

Page 31
                                  CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

The financial  statements  presented are those of Career Worth, Inc. The Company
was incorporated in the State of Utah on March 20, 1987 as M&K Investments, Inc.

Effective  October 20, 1994,  the Company  completed  an  Agreement  and Plan of
Reorganization with Dynamic Information Systems & eXchange,  Inc. (DiSX) whereby
the Company issued 14,483,326 (3,620,838 post-split shares) shares of its common
stock in exchange for 100% of the issued and  outstanding  common stock of DiSX.
The Company also changed its name on this date to Dynamic  Information  System &
eXchange,  Inc. On October 31, 1994, the Company  effected a reverse stock split
of the  outstanding  common  shares  at a rate of 1  share  for  every 2  shares
outstanding.  During 1995 the shareholders  approved an additional reverse stock
split at a rate of 1 share for every 2 shares  outstanding.  All  references  to
shares  outstanding and earnings per share have been  retroactively  restated to
reflect the reverse stock splits.

DiSX was incorporated in the State of Utah on April 9, 1993. DiSX was founded to
provide  information  services  to the labor  and  employment  industry  and has
developed  a data base that  includes  over  60,000  professional  job  listings
throughout the United States. 85% of the listings are currently contained in the
Western United States. DiSX products include TopJobs USA and UltimateResume.com.

At the time of the acquisition,  the Company was essentially  inactive,  with no
operations  and minimal  assets.  Additionally,  the  exchange of the  Company's
common stock for the common stock of DiSX resulted in the former stockholders of
DiSX obtaining control of the Company.  Accordingly,  DiSX became the continuing
entity for  accounting  purposes,  and the  transaction  was  accounted for as a
recapitalization  of DiSX with no adjustment to the basis or assets  acquired or
liabilities  assumed by the  Company.  For legal  purposes,  the Company was the
surviving entity.  The Company was taken out of the development stage on January
1, 1999.

Effective  September 30, 1999, the Company and it's  subsidiary  merged with the
Company being the surviving entity.

On October 20, 2000,  the Company  merged with a new entity called Career Worth,
Inc. (CW), whose purpose was to redomicile the Company from Utah to Nevada. As a
result of the merger,  the surviving  entity  became Career Worth,  Inc. and the
Company's  domicile changed from Utah to Nevada. CW was a brand new company with
no operations, assets or liabilities, and was incorporated on September 22, 2000
in the State of Nevada.

On January 1, 2000, the Company was put in the development  stage because of the
significant  reduction of revenues and the termination of the topjobs.net,  Inc.
(joint venture) in December 1999.

b. Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has selected a calendar year end.

<PAGE>

Page 32
                                  CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

c. Basic Loss Per Share

The computation of basic loss per share of common stock is based on the weighted
average  number  of  shares  outstanding  during  the  period  of the  financial
statements as follows:

c.  Basic Loss Per Share (Continued)

                    For the Year Ended               For the Year Ended
                    December 31, 2001                 December 31, 2000
           ---------------------------------  --------------------------------
              Loss         Shares  Per-Share     Loss        Shares    Per-Share
           (Numerator) (Denominator) Amount   (Numerator)  (Denominator) Amount
           ----------- ------------ --------  ------------ ----------- ---------
Net Loss   $(1,637,507)     22,693  $(72.16)  $(2,441,645)      9,588  $(254.66)

Fully  diluted loss per share is not  presented as any common stock  equivalents
are antidilutive in nature.

d. Provision for Taxes

At  December  31,  2001,  the  Company  has a net  operating  loss  carryforward
available to offset future taxable  income of  approximately  $9,245,000,  which
will expire in 2021. If substantial  changes in the Company's  ownership  should
occur,  there  would  also  be  an  annual  limitation  of  the  amount  of  NOL
carryforwards  which could be utilized.  No tax benefit had been reported in the
financial  statements,  because the Company  believes  there is a 50% or greater
chance the  carryforwards  will  expire  unused.  The tax  benefits  of the loss
carryforwards are offset by a valuation allowance of the same amount.

The income tax benefit  differs  from the amount  computed at federal  statutory
rates of approximately 38% as follows:

                                                    For the Years Ended
                                                        December 31,
                                                   --------------------------
                                                        2001          2000
                                                   ------------  ------------

Income tax benefit at statutory rate                 $ 205,488      $ 927,825
Change in valuation allowance                         (205,488)      (927,825)
                                                    ----------     ----------
                                                     $    -         $    -
                                                    ==========     ==========

<PAGE>

Page 33
                                  CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d. Provision for Taxes (continued)

Deferred tax assets (liabilities) are comprised of the following:

                                                      For the Years Ended
                                                          December 31,
                                                 ----------------------------
                                                      2001          2000
                                                 -------------  -------------
Income tax benefit at statutory rate             $   3,520,392  $   3,314,904
Change in valuation allowance                       (3,520,392)    (3,314,904)
                                                  ------------   ------------
                                                 $        -     $        -
                                                  ============   ============

Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,  net
operating  loss  carryforwards  for Federal  income tax  reporting  purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.

e. Cash  and Cash Equivalents

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

f. Fixed Assets

Fixed assets are stated at cost.  Depreciation of fixed assets is computed using
the straight-line  method over the estimated useful lives of the related assets,
primarily five years.

g. Concentrations of Credit Risk

The Company  sells its services in Utah and various  other  states.  The Company
extends credit to its customers.

Credit  losses,  if any, have been provided for in the financial  statements and
are based on management's  expectations.  The Company's accounts  receivable are
subject to potential concentrations of credit risk. The Company does not believe
that it is subject to any unusual  risks,  nor  significant  risks in the normal
course of its business.

h. 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.

<PAGE>

Page 34
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                            December 31, 200 and 2000

NOTE 1 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

i. Revenue Recognition

The Company recognized media revenues upon completion of services.

j.  Advertising

The Company  follows the policy of charging the costs of  advertising to expense
as  incurred.  Advertising  expense  was $355 and  $14,767  for the years  ended
December 31, 2001 and 2000, respectively.

k.  Newly Issued Accounting Pronouncements

SFAS No.'s 141 and 142 -- In June 2001, the Financial Accounting Standards Board
(FASB)  adopted  Statement  of  Financial  Accounting  Standards  SFAS No.  141,
"Business  Combinations,"  and SFAS No.  142,  "Goodwill  and  Other  Intangible
Assets."  SFAS No. 141 is  effective as to any  business  combination  occurring
after June 30, 2001 and certain transition provisions that affect accounting for
business  combinations  prior to June 30, 2001 are effective as of the date that
SFAS No. 142 is applied in its  entirety,  which will be January 1, 2002 for the
Company. SFAS No. 142 is effective,  generally,  in fiscal years beginning after
December  15, 2001,  which will be the fiscal year ending  December 31, 2002 for
the Company.

SFAS No. 141 provides standards for accounting for business combinations.  Among
other things,  it requires  that only the purchase  method of accounting be used
and that certain  intangible  assets  acquired in a business  combination  (i.e.
those that result from  contractual  or other legal rights or are  separable) be
recorded as an asset apart from goodwill. The transition provisions require that
an assessment be made of previous  business  combinations  and, if  appropriate,
reclassifications  be  made to or from  goodwill  to  adjust  the  recording  of
intangible  assets such that the criteria for recording  intangible assets apart
from goodwill is applied to the previous business combinations.

SFAS No. 142 provides,  among other things,  that goodwill and intangible assets
with indeterminate lives shall not be amortized. Goodwill shall be assigned to a
reporting  unit and annually  assessed for  impairment.  Intangible  assets with
determinate lives shall be amortized over their estimated useful lives, with the
useful lives reassessed continuously, and shall be assessed for impairment under
the  provisions of SFAS No. 121,  "Accounting  for the  Impairment of Long-Lived
Assets and for  Long-Lived  Assets to be Disposed Of." Goodwill is also assessed
for impairment on an interim basis when events and circumstances  warrant.  Upon
adoption of SFAS No. 142, the Company  will assess  whether an  impairment  loss
should be recognized  and measured by comparing the fair value of the "reporting
unit" to the carrying value,  including goodwill.  If the carrying value exceeds
fair  value,  then the  Company  will  compare  the  implied  fair  value of the
goodwill"  (as defined in SFAS No. 142) to the carrying  amount of the goodwill.
If the carrying amount of the goodwill exceeds the implied fair value,  then the
goodwill will be adjusted to the implied fair value.

While the Company has not  completed  the process of  determining  the effect of
these new accounting  pronouncements on its consolidated  financial  statements,
the  Company  currently  expects  that  there  will  be no  reclassification  in
connection   with  the   transition   provisions   of  SFAS  No.  141  based  on
clarifications of the transition provisions issued by the FASB in October


<PAGE>

Page 35
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                            December 31, 200 and 2000


NOTE 1 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

k.  Newly Issued Accounting Pronouncements (Continued)

2001.  Accordingly,  the Company expects that, after  implementation of SFAS No.
142, all  intangible  assets will be  amortizable  and the goodwill  will not be
amortizable.

SFAS No. 143 -- On August 16,  2001,  the FASB issued SFAS No. 143,  "Accounting
for Asset Retirement Obligations," which is effective for fiscal years beginning
after June 15, 2002. It requires that obligations associated with the retirement
of a tangible long-lived asset be recorded as a liability when those obligations
are incurred, with the amount of the liability initially measured at fair value.
Upon initially recognizing a liability for an accrued retirement obligation,  an
entity must  capitalize  the cost by  recognizing  an  increase in the  carrying
amount of the related  long-lived asset. Over time, the liability is accreted to
its present value each period,  and the capitalized cost is depreciated over the
useful life of the related asset.  Upon  settlement of the liability,  an entity
either settles the  obligation for its recorded  amount or incurs a gain or loss
upon settlement.  While the Company has not completed the process of determining
the effect of this new accounting  pronouncement on its  consolidated  financial
statements, the Company currently expects that the effect of SFAS No. 143 on the
Company's consolidated financial statements, when it becomes effective, will not
be significant.

SFAS No. 144 - On October 3, 2001,  the  Financial  Accounting  Standards  Board
issued SFAS No. 144,  "Accounting  for the  Impairment or Disposal of Long-Lived
Assets"  which is effective  for  financial  statements  issued for fiscal years
beginning  after  December 15, 2001 and,  generally,  its  provisions  are to be
applied  prospectively.  SFAS 144  supercedes  SFAS Statement No. 121 (FAS 121),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of."  SFAS  144  applies  to  all  long-lived   assets  (including
discontinued  operations) and consequently  amends  Accounting  Principles Board
Opinion No. 30 (APB 30), "Reporting Results of Operations  Reporting the Effects
of Disposal of a Segment of a Business."

SFAS 144  develops  one  accounting  model  (based on the model in SFAS 121) for
long-lived  assets that are to be disposed of by sale,  as well as addresses the
principal  implementation  issues. SFAS 144 requires that long-lived assets that
are to be  disposed  of by sale be  measured  at the lower of book value or fair
value less cost to sell. That  requirement  eliminates the requirement of APB 30
that  discontinued  operations  be  measured  at net  realizable  value  or that
entities  include under  "discontinued  operations" in the financial  statements
amounts for operating losses that have not yet occurred.

Additionally,  FAS 144 expands the scope of  discontinued  operations to include
all components of an entity with operations that (1) can be  distinguished  from
the rest of the entity and (2) will be eliminated from the ongoing operations of
the entity in a disposal transaction.

While the Company has not  completed  the process of  determining  the effect of
this new accounting pronouncement on its consolidated financial statements,  the
Company  currently  expects  that the  effect of SFAS No.  144 on the  Company's
consolidated  financial  statements,  when it  becomes  effective,  will  not be
significant.



<PAGE>

Page 36
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                            December 31, 200 and 2000

NOTE 1 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

l. Marketable Securities

The  Company  has  adopted  the  provisions  of SFAS No.  115,  "Accounting  for
Investments in Debt and Equity Securities." In 1999, the Company received 41,667
shares of topjobs,  p.l.c.  which were valued at their  trading price of $12 per
share for a total  valuation of $500,000.  The Company  classified the shares as
available for sale. Accordingly, the decrease in value of $184,872 from the date
the shares  were  received  to December  31,  1999 was  reflected  as a separate
component of stockholders' equity.

During 2000,  these  marketable  securities  were sold and are  reflected on the
statement of operations and statement of stockholders' equity (deficit).

NOTE 2 -GOING CONCERN

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable  to a going concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the Company has a deficit in working capital of $1,693,223,
has experienced significant losses for the year ended December 31, 2001 and 2000
totaling  $3,894,280 and has an  accumulated  deficit of $10,360,939 at December
31, 2001. These conditions raise  substantial  doubt about the Company's ability
to continue as a going concern. It is the intent of the Company to generate cash
flow by diversifying  its business  activities.  Subsequent to the 2001 calendar
year, the Company acquired controlling interest in an internet optical business.
The  Company  also  began to  expand  in  residential  and  commercial  building
activities.  With the  construction  activity,  the  Company  acquired a line of
credit to assist it in building operations intended to generate working capital.
In addition,  the Company will  continue to raise funds through  short-term  and
medium-term  debt as well as equity  based  investment  instruments  to  provide
funding for the optical business and expansion of construction  activities.  The
Company  also  plans to  continue  its  employment  information  and  recruiting
services business as operating funds become available.  During the first quarter
of  2002,  the  Company  was  able to  significantly  reduce  its  debt  through
negotiations with its creditors and note holders.

NOTE 3 - FIXED ASSETS

Fixed assets consisted of the following:                     December 31,
                                                                 2001
                                                            -------------
Computer equipment                                           $     47,682
Office equipment                                                   41,286
Capital lease equipment                                             8,794
                                                            -------------
                                                                   97,762
Accumulated depreciation                                          (83,631)
Net book value of assets applied against accounts payable         (14,131)
                                                            -------------
                                                             $       -
                                                            =============

Total  depreciation  expense for the years ended  December 31, 2001 and 2000 was
$9,123 and $14,572, respectively.

<PAGE>

Page 37
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 4 - ACCRUED EXPENSES

Accrued expenses consisted of the following:
                                                                December 31,
                                                                    2001
                                                                -----------
Accrued salaries and wages                                     $    108,841
Payroll taxes payable                                               344,111
Accrued interest payable                                            200,218
Contingent liability                                                 82,347
                                                                -----------
                                                               $    735,157
                                                                ===========

NOTE 5 - RELATED PARTY PAYABLE
                                                                 December 31,
                                                                     2001
                                                                -----------
Note payable to a family organization related
 to an officer, secured by Company stock, at
 12% per cent per annum, payable on demand.                    $      4,720
                                                                -----------
                                                               $      4,720
                                                                ===========


NOTE 6 - CONVERTIBLE DEBENTURES

1996 convertible debentures payable to three individuals
bearing interest at 10% per annum, convertible into Company
stock at $0.50 per share.  Interest and principle due
on demand.                                                     $     30,000

1997 convertible debentures payable to three individuals
bearing interest at 10% per annum, convertible into company
stock at an average price of $0.375 per share.  Interest
and principal due on demand.                                          2,000

1998 convertible debentures payable to three individuals
bearing interest at 12% per annum, convertible into Company
stock at $0.25 per share.  Interest and principal due
on demand.                                                           30,000

1999 convertible debentures payable to four individuals
bearing interest at 12% per annum, convertible into Company
stock at an average price of $0.25 per share.  Interest
and principal due on demand.                                         45,045

2000 convertible debentures payable to three individuals bearing
interest at 12% per annum, convertible into Company common
stock at an average price of $0.25 per share.  Interest and
principal due on demand.                                             35,000
                                                               ------------
     Total Convertible Debentures                              $    142,045
                                                               ============


<PAGE>

Page 38
                               CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 7 - LONG-TERM DEBT

Notes payable to five individuals, secured by Company stock,
at 12% per annum payable on demand.                            $    386,141

Note payable to Company, secured by Company stock, at
12% per annum, payable by demand.                                   100,000

Note payable to individual at 10% per annum, secured by
Company, due upon demand.                                            50,000

Note payable to an individual at 30% per annum, secured
by Company stock, due upon demand.                                    9,000

Note payable to two individuals at 12% per annum, unsecured,
due on demand.                                                       30,000

Note payable to a company at 12% per annum, unsecured,
due on demand.                                                        5,500

Note payable to an individual at $25% per annum, unsecured,
due on demand.                                                       14,000

Note payable to an individual at 20% per annum, unsecured,
due on demand                                                         6,000

Note payable to Utah State University at 6% per annum, unsecured,
with an initial payment of $9,000 due June 30, 1996 and thereafter
monthly principal and interest payments
of $2,852                                                            39,198
                                                                -----------

    Total Long-Term Debt                                            639,839

    Less current portion long-term liabilities                     (639,839)
                                                               ------------

    Long-term debt                                             $       -
                                                               ============
Principal maturities are as follows:

                2001                                           $    639,839
                2002                                                    -
                2003                                                    -
                2004                                                    -
                2005                                                    -
                2006 and thereafter                                     -
                                                               ------------
                                                               $    639,839
                                                                ===========

<PAGE>

Page 39
                                 CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 8 -COMMITMENTS AND CONTINGENCIES

Pending Litigation
------------------

The Company is involved in litigation with Laservend,  Inc., a Utah  corporation
("Laservend"),  who  is  undergoing  Chapter  7  bankruptcy  proceedings  in the
Bankruptcy  Court  for the  District  of  Utah,  Central  Division.  Laservend's
Bankruptcy  Trustee  filed a complaint  against  the  Company on June 18,  1998,
alleging that Laservend had advanced the Company  $225,000 with the agreement or
understanding  that the company would repay  Laservend  $225,000 plus  interest.
Subsequently,  the complaint was amended alleging that the amounts advanced with
interest are  $273,000.  The Company  contended  that the parties were in merger
negotiations and that the amounts advanced were part of these negotiations.

Further,  that in the event  that a merger did not  occur,  any and all  amounts
advanced by  Laservend  to the  Company  would be repaid  through the  Company's
common stock at the rate of $0.50 per share. The merger failed to take place due
to events  occurring in Laservend.  On July 31, 1998,  the Trustee in bankruptcy
filed a complaint  that the advance is a loan to be repaid by the Company,  that
it was a  preferential  transfer and that  Laservend did not receive  reasonably
equivalent  value for the  advances.  An answer  was filed by the  Company.  The
Bankruptcy  Court granted the Trustee's Motion for Summary  Judgment.  The Order
granted judgment in the amount of $273,347 principle,  together with prejudgment
interest  of  $66,884,   plus  prejudgment  interest  estimated  at  $28,751  in
accordance with 29 U.S.C. ss.1961. The Company had accrued $377,180 prior to any
payments.  The trustee  garnished  amounts claimed due from topjobs.net inc, the
JV, and the bank account of the Company.  The Trustee has also executed liens on
the computer equipment,  stock in topjobs.net inc and topjobs.net plc, and other
assets of the Company. The Company then entered into a Settlement Agreement with
the  Trustee.  Under the  terms of the  Settlement  Agreement,  the  Company  is
obligated  to make  certain  payments  to the  Trustee  and during such time the
Trustee agreed to forbear from  obtaining  writs of garnishment or executions or
otherwise  collecting  on the  judgment  except  for the  collection  of the two
garnishments  described above.  During such period of forbearance,  the writs of
execution remain in effect. Management intended to make payment of the judgment.
The Company deposited the TopJobs.plc stock with the court against the liability
during the first quarter 2000.  During the second  quarter of 2000,  the trustee
paid $221,000 against the liability as consideration for the TopJobs.plc  stock.
During the second quarter 2001, the Trustee liquidated a company asset, reducing
the  outstanding  balance by $47,500.  The asset that was  liquidated had a book
value of $95,000.  The Trustee paid the outstanding  property tax on the land of
$1,984  resulting in a loss booked by the Company of $45,516.  Other payments to
the  Trustee  have been made in 2000 and 2001.  As of  December  31,  2001,  the
outstanding balance was $82,347 and has been included in accrued expenses in the
financial  statements  (See Note 4). The Company has not been released from this
litigation.

The  Company  is  involved  in  litigation  with an  individual  for  claims  of
compensation  for investor  relations  services  performed for the Company.  The
complaint was filed in November  2000. The amount  claimed as  compensation  for
such services are the sum of $70,000 as well as stock options for 600,000 shares
of stock. The Company plans to aggressively dispute this claim. The plaintiff is
seeking a default judgment at a hearing in April 2002. Because the hearing is in
Arizona, the Company will seek a continuance in insure adequate representation.


<PAGE>

Page 40
                                 CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 8 -COMMITMENTS AND CONTINGENCIES (Continued)

Pending Litigation (Continued)
------------------------------

In August  2000,  a judgment  against  the Company was issued on behalf of Busch
Provo, L.C., the Company's landlord.  The judgment was partially satisfied by an
execution sale of much of Career Worth's office  furniture and equipment.  There
is an ongoing dispute with the landlord  because he has invoiced the Company for
rent beyond the amounts specified in the lease agreement.

Operating Lease Obligation
--------------------------

The Company is leasing its office space on a month-to-month  basis. Rent expense
for the  year  ended  December  31,  2001  and 2000  was  $53,444  and  $70,359,
respectively.

NOTE 9 -RELATED PARTY TRANSACTIONS

On December 20, 2001, the Company  entered into  consulting  agreements with two
individuals who became members of the Company's  board of directors.  As part of
the consulting  agreements,  each director  received 28,333 post split shares of
the Company's common stock specifically  identified as up front compensation for
joining the Company's board of directors.  The term of the agreements are for 12
months and give the Company the option to compensate  the directors for services
rendered  during  the  term of the  agreement  which  amount  have  not yet been
determined.  The 56,666 issued pursuant to these consulting agreements have been
valued at  $850,000  and have  been  included  as  compensation  expense  in the
accompanying financial statements.

During  2001,  the Company  issued a total of 5,116 post split  shares of common
stock to current and former  officers and  directors of the Company for services
rendered and payments of notes payable.

NOTE 10 -SUBSEQUENT EVENTS

On January 9, 2002,  the Company issued 1,400 shares of common stock for accrued
wages and 17,002 shares for services and notes payable.

On  February  25,  2002,  the  Company  effected a reverse  stock  split of it's
outstanding common stock at a rate of 1 share for every 100 shares  outstanding.
On March 6, 2002, the Company  implemented an additional  reverse stock split of
it's  outstanding  common  stock  at a rate  of 1  share  for  every  30  shares
outstanding.  All shares of common stock reflected in the accompanying financial
statements and these footnotes have been retroactively restated to reflect these
reverse stock splits.

On February 28, 2002, the Company  entered into a stock exchange  agreement with
The Internet Eye Doctor,  Inc., a Nevada corporation  wherein the Company issued
1,000,000  shares of post split  common  stock in exchange for all of the issued
and outstanding common stock of The Internet Eye Doctor, Inc.

On March 6, 2002, the Company acquired 100% of Regency  Development  Corporation
(Regency),  a Nevada  Corporation,  in  exchange  for  10,000,000  shares of the
Company's common stock. Regency Development's principal asset is a 40-acre tract
of land in Oasis, Nevada.  Regency had four shareholders two of whom are the new
directors of the Company  discussed in Note 7. These two new directors  received
9,000,000 of the Company's  shares of common stock issued for the acquisition of
Regency.


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                               CAREER WORTH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 10 - SUBSEQUENT EVENTS (Continued)

On March 25, 2002,  the Company  acquired  AALL Finished  Construction,  Inc., a
privately held  construction  company.  The Company issued  1,000,000 post split
shares of common stock for all of the outstanding shares of common stock of AALL
Finished Construction, Inc.

On March 25, 2002,  The Company  entered in to a  sponsorship  and stock excange
agreement  with  ASGA,  Inc.  The  Company  received  1,300,000  shares  of ASGA
restricted  common  stock in  exchange  for  1,300,000  shares of the  Company's
restricted common stcok. Teh Company will become an event presenting  sponsor at
fifteen  American Senior Golf  Association  events between May 2002 and December
2003.


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