SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                             FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2001

                                  OR

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

     For the transition period from __________ to __________


                   Commission file number 000-27267

                        CONVERGE GLOBAL, INC.
                   --------------------------------
        (Exact name of registrant as specified in its charter)


              Utah                         65-1030068
              ----                         ----------

 (State or Other Jurisdiction   (IRS Employer Identification
       of Incorporation)        Number)


          29 Southeast 5th Street, Boca Raton, Florida 33432
               ----------------------------------------
     (Address of Principal Executive Offices, Including Zip Code)

                           (888) 999-3929
                        ---------------------
           (Issuer's Telephone Number, Including Area Code)


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

                                 None

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

                    Common Stock, $0.001 par value

                           (Title of Class)

     Check whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to the filing requirements for at
least the past 90 days:

                          YES [X]   NO [  ]

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [X]

     Issuer's revenues (loss) for its most recent fiscal year was
($317,086).

     The aggregate market value of the voting and non-voting common
equity held by non affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a April 10, 2002 was $6,582,800.

     At April 10, 2002 there were 39,940,430 shares of the
Registrant's Common Stock outstanding.


<PAGE>

                          TABLE OF CONTENTS


                               PART I.

Item 1.   Description of Business.

Item 2.   Description of Property.

Item 3.   Legal Proceedings.

Item 4.   Submission of Matters to a Vote of Security Holders.

                               PART II

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

Item 6.   Management's Discussion and Analysis or Plan of Operation.

Item 7.   Financial Statements.

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

                               PART III

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

Item 10.  Executive Compensation.

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

Item 12.  Certain Relationships and Related Transactions.

Item 13.  Exhibits, List and Reports on Form 8-K.


Signatures


<PAGE>



PART I.

Item 1.   Description of Business.

BACKGROUND

     We were incorporated under the laws of the State of Utah, on
October 4, 1985, under the name of Mormon Mint, Inc.  In 1998, we
changed our name to Capital Placement Specialists, Inc.  Pursuant to
an Acquisition Agreement dated January 5, 1999, Bekam Investments,
Ltd. ("Bekam") acquired 100% of our outstanding common shares.
Bekam subsequently spun us off by distributing our shares to select
investors of Bekam.  We then changed our name to Converge Global, Inc.

     Our business had been focused in the electronic commerce
("e-commerce") industry, and we sought to develop specialty websites
catering to niche market segments, as well as building a market that
would provide complete e-commerce solutions to other businesses.
However, our efforts proved unsuccessful, and we have discontinued
development and operation of DigitalMen.com, LiquidationBid.com,
DesiTV.com, and Machmail.com web sites.  Due to downturn and other
substantive changes in the web site and internet industry, we sought
to pursue opportunities in the technology sector.

     On March 25, 2002, we acquired all of the issued and
outstanding shares of TeleWrx, Inc., a Florida corporation
("Telewrx"), a formerly unaffiliated development stage entity that
intends to specialize in the sale and marketing of
telecommunications products and services through the utilization of
network marketing.  TeleWrx hopes to become a significant force in
the telecommunications industry, however no assurance can be
provided that TeleWrx will be successful in such undertaking.
TeleWrx plan of operation combines the power of network marketing
with technologically advanced telecommunications services, and seeks
to have direct sales agents engaged by TeleWrx sell its services
from a home-based business and earn commission and residual income.
Telewrx believes that this powerful sales strategy will allow it to
position itself as a leader the market, however no assurance can be
provided that such strategy will prove successful.  TeleWrx expects
to offer residential and small business services that include
long-distance, wireless long-distance, internet dialup (56K),
calling card, toll-free service, wireless services including WAP
(wireless application protocol) devises and enhanced services such
as "follow me" and nationwide "one number" services.  TeleWrx
believes that home-based businesses have enjoyed explosive growth
and that its strategy to utilize such businesses will fuel it
ability to service the expanding markets within the
telecommunications industry.

     Our acquisition of TeleWrx was accomplished pursuant to a Stock
Exchange Agreement dated March 21, 2002 (the "Stock Exchange
Agreement") between us and the owners of all of the issued and
outstanding common stock of TeleWrx (the "TeleWrx Shareholders"),
and as a result of the conclusion of the transaction contemplated by
the Stock Exchange Agreement (the "Stock Exchange Transaction"),
Telewrx is now our wholly owned subsidiary.  We exchanged 31,900,000
shares of our $.001 par value common stock for all of the issued and
outstanding shares of TeleWrx.  We and the TeleWrx Shareholders
engaged in arms length negotiations to determine the relative value
of the consideration associated with the Stock Exchange Transaction.
 Since the Stock Exchange Agreement provided solely for the issuance
of our common shares from our authorized but unissued capital in
exchange for all of the issued and outstanding common stock of
TeleWrx held by the TeleWrx Shareholders, no funds, other than the
funds necessary to pay the costs incurred by us in connection with
undertaking the Stock Exchange Transaction, were required by us.  We
intend to conduct the operations of TeleWrx in the same manner as
operations were conducted prior to our acquisition of TeleWrx.

     Prior to the consummation of the Stock Exchange Transaction,
there was no material relationship between TeleWrx or any of the
TeleWrx Shareholders and us or any of our affiliate, directors or
officers, or any associate of any of our directors or officers.

     Our Internet address remains: www.convergecom.com.


BUSINESS OF TELEWRX

     TeleWrx intends to offer residential and small business
long-distance, Wireless long-distance, Internet dialup (56K),
calling cards, toll-free service, wireless services including WAP
(wireless application protocol) devises and enhanced services such
as "follow me" and nationwide "one number" services. TeleWrx
believes that home-based businesses are experiencing explosive
growth and that this growth will be lead to expanding markets in the
telecommunications industry.

     TeleWrx has recently forged relationships with
telecommunications industry and technology leaders so that it may
have the ability to offer its agents and consumers cutting edge
services at the most competitive prices.  TeleWrx recently signed an
exclusive sales and marketing agreement with Orbit Canada ("Orbit")
to offer Orbit's VOIP (voice over internet protocol) long distance
service, as well as, Internet dialup in the U.S. and Canada.
TeleWrx is presently negotiating an agreement to become an agent for
a nationwide wireless service.  Additionally, TeleWrx is negotiating
an agreement with Unified Arts LLC, whereby Unified Arts LLC  will
provide telecommunication, wireless and web-based technologies which
will allow users to access and control all types of messages from
almost any communications device. Users can direct all calls to any
cell phone, home phone, business phone or to all phones to ensure a
call does not get missed.  All messages can be accessed from a
centralized mailbox by phone or through the Internet.  TeleWrx
expects to provide the best products with the best prices and offer
those products through home based sales agents.  TeleWrx intends to
provide its sales agents with a competitive package of
communications products that will attract consumers to the TeleWrx
products, thereby enabling long term customer retention.

     TeleWrx believes that the telecommunications industry is
sufficiently large to support a new and, hopefully, more competitive
provider.  TeleWrx expects that new products such as Voice Over IP
technology, dynamic unified messaging applications, as well as, a
wireless PDA application will differentiate the Company from the
competition, and that the unique combination of telecommunications
and Internet services, along with advanced technology will help
entrench TeleWrx in the telecommunications and network marketing
industries.

TeleWrx Understands it has obstacles to overcome.

     As with any development stage business, the start up phase is
often the most difficult.

     TeleWrx cannot depend on price alone to establish itself in the
industry, consumers must accept and utilize the technology TeleWrx
expects to provide.  TeleWrx will have to compete with bigger and
more successful carriers in order to acquire market share, and it
will have to be able to keep up with the explosive growth it expects
to creates.

The Opportunity for TeleWrx

     There are 104 Million households in the TeleWrx target market.
TeleWrx is seeking to attain a 1/4 of one percent market share after
it second year of operation.  If successful, such market share
represents annual revenues of $250 million dollars.  No assurance,
however, can be provided that TeleWrx will be successful in
attaining such a market share or any market share at all.  The
telecommunications industry worldwide was estimated to reach $950
billion dollars in revenue for the year 2001 and exceed $1.9
trillion by year-end 2004.  It is an industry that continues to
enjoy double-digit growth and seems oblivious to economic
conditions.  In fact, it appears to be one of the few industries
that can prosper in an economic downturn. The United States is
primarily responsible for the explosive growth in the
telecommunications industry.

     TeleWrx believes that its marketing techniques and technology
applications are unique to the industry, and that consumer loyalty
can be achieved with straightforward, honest marketing and
competitive pricing.  TeleWrx expects to offer its products at
prices below its competition, but anticipated that its margin of
profitability will remain significant. Because TeleWrx expects to be
a reseller of products and services, the traditional costs and
expenses attributable to others in the industry are applicable to
TeleWrx.  Likewise, by utilization of network marketing, distributor
fees make a significant contribution to the revenue potential of
TeleWrx.  TeleWrx, through its exclusive agreement with Orbit Canada
and its partners, intends to market and sell long distance (VoIP)
and Internet dialup at rates far below traditional those
traditionally offered as a result of the technologically advanced
ability to carry long distance calls over the Internet.  TeleWrx
believes that the utilization of network marketing which
incorporates the principal of "Friend to Friend" selling and an
otherwise straightforward sales approach will allow it to more
quickly acquire market share and achieve profitability.

     The TeleWrx marketing and advertising campaign is designed to
dispel what it believes to be traditional deceptive practices
utilized in the telecommunications industry; it intends to tell the
truth and to educate the consumer.  Likewise, TeleWrx will utilize
the same straightforward no nonsense approach with its wireless and
Internet offerings.  TeleWrx will eliminate the "games" and
"gimmicks" and will offer the lowest priced, highest quality
telecommunications services available matched with superior customer
service and the power of network marketing. This combination,
TeleWrx believes, will help TeleWrx achieve a significant market
share in the telecommunications industry and generate significant
revenue.

     TeleWrx expects to offer its distributors a unique opportunity
and a first in network marketing.  Through distributors personal
TeleWrx websites, they will be able to retrieve valuable data
(down-line reports, commission reports and customer status reports.
Further, TeleWrx will offering the opportunity to dedicated
professionals to manage their business away from home via a wireless
PDA (personal digital assistant). This unique sales tool is designed
to allow our distributors to better manage the success of their
enterprise and take their home-based business out of the home and on
the road. This wireless devise will allow them to check commissions,
access forms and documents and even sign-up new agents and customers
without paper or pen! TeleWrx believes that this concept is a first
in network marketing.

     TeleWrx is seeking the acquisition of start-up capital and
expects to be in a position to launch its network at the end of the
second quarter of 2002.  TeleWrx will utilize its highly visible
management team to create awareness of TeleWrx and to give it an
edge on the competition.

Telecommunications and Network Marketing

     Hundreds of companies in different industries have utilized
network marketing to successfully market their products and
services.  But when it comes to network marketing in the
telecommunications industry, there are some unique stories.

     TeleWrx has engaged the services of TeleWrx-Marketing LLC
("T-Wrx Marketing").  T-Wrx Marketing is headed by Steven D.
Campbell.  Mr. Campbell bring his organization of professional
network marketers to T-Wrx Marketing.  Over the past 10 years, Mr.
Campbell and his organization have enjoyed success in the building
and development of several network marketing companies, including
significant success in the area of telecommunications through the
launch of and acquisition of 268,000 customers for I-Link in 1997.
T-Wrx Marketing will lead the TeleWrx national kick-off and expects
to leverage their marketing power by contacting the thousands of
individuals that are a part of Mr. Campbell's marketing
organization, as well as, their tens of thousands of loyal
customers.  T-Wrx Marketing will work closely with the TeleWrx to
develop sales, marketing and compensation plans aimed at attracting
new agents and customers, as well as, creating profitability for
TeleWrx.

     TeleWrx believes that the five key elements to its success are:
the unprecedented management it expects to assemble, the range of
products and services offered and their prices, the cutting edge
technology expected to be included as a part of its network
marketing, the aggressive compensation and residual income plan
expected to be offered to its marketing agents and an  honest,
straight forward marketing approach aimed toward the consumer.

     The concept of network marketing is to allow individuals to
make the choice to work for themselves while working for others.
Home based business owners seek to change their lives by seeking the
opportunity to shape their future and to control their destiny.
TeleWrx will offer its distributors what it believes is a unique
opportunity and a first in network marketing.  Through their
personal TeleWrx websites, they will be able to retrieve valuable
data and via a wireless PDA (personal digital assistant) they will
have the opportunity to manage their business away from home.

Product Line Expansion

     TeleWrx expects to initially offer the following services:
residential and small business long distance (VoIP), calling cards
(VoIP), FREE unlimited Internet Access, wireless services and
enhanced services such as "follow me" and "one number." TeleWrx
wants to be able to offer the lowest priced, highest quality
services to its customers and its sales agents.  In an effort to
keep TeleWrx and its customers and agents on the cutting edge of
technology, TeleWrx expects to introduce additional technologically
advances services into its product line as it becomes available,
provided that those advances are able to meet the stringent criteria
we expect to establish.  Our goal will remain the same, to offer our
customers and distributors technologically advanced services at
prices that clearly reflect an honest value.

Competition

     The continuing deregulation of the telecommunications industry
and technological change has resulted in a business environment that
is increasingly information intensive.  For example, technological
advances, including rapid growth of the Internet, the increased use
of packet switching technology for voice communications, and the
growth of multimedia applications, are expected to result in
substantial growth in the high-speed data services market.  TeleWrx
believes that regulatory, technological, marketing and competitive
trends have substantially expanded its opportunities in the
converging voice and data communications services markets.

     TeleWrx expects that Competitive Local Exchange Carriers (a
"CLEC") with operating and marketing expertise will be able to offer
a full range of telecommunications services, including local and
long distance calling, toll-free calling, custom calling features,
data services, and Internet access and services.  Telecommunications
companies with an established base of long distance customers may
have an opportunity to sell additional services to such customers.
TeleWrx has observed that RBOCs and the Tier I carriers (carriers
with annual revenues in excess of $5 billion), primarily concentrate
their sales and marketing efforts on residential and large business
customers.  TeleWrx, therefore, believes there is a significant
market opportunity with respect to small and medium-sized businesses
and that customer service may be a significant part of the buying
decision of those businesses.

     TeleWrx will operate in a highly competitive industry, and it
expects that competition will continue to intensify in the future
due, among other things, to regulatory changes and the increases in
the size, resources, and number of market participants.  In each of
its anticipated markets, TeleWrx will face intense competition from
larger, better capitalized Tier I and Tier II providers, ILECs and
CLECs.  While new business opportunities may be made available to
TeleWrx as a result of changes in federal law and other federal and
state regulatory initiatives, TeleWrx anticipates that regulators
are likely to provide ILECs with an increased degree of flexibility
with regard to pricing of their services as competition increases.

     Competition for the products and services expected to be
offered by TeleWrx is based upon price, quality, the ability to
bundle services, name recognition, network reliability, service
features, billing services, perceived quality and responsiveness to
the needs of customers.  TeleWrx believes that it will have certain
advantages relating to price, quality, customer service and
responsiveness to customer needs, there is no assurance that opinion
of TeleWrx is accurate or that if it is, that TeleWrx will be able
to maintain any such advantage.  A continuing trend toward business
combinations and alliances in the telecommunications industry may
create significant new competitors.  Many, if not all, of the
existing and potential competitors of TeleWrx have financial,
technical, and other resources that are significantly greater than
those of TeleWrx. In addition, in December, 1997, the Federal
Communications Commission (the "FCC") issued rules to implement the
provisions of the World Trade Organization Agreement on Basic
Telecommunications, which was drafted to liberalize restrictions on
foreign ownership of domestic telecommunications companies and to
allow foreign telecommunications companies to enter domestic
markets.  The new FCC rules went into effect in February, 1998 and
are expected to make it substantially easier for many non-United
States telecommunications companies to enter the United States
market, thereby further intensifying competition.  The new rules
will, also, offer non-United States individuals and corporations a
greater opportunity to invest in United States telecommunications
companies, thereby increasing the financial and technical resources
potentially available to existing and potential competitors of TeleWrx.

Competition in the Long Distance Market

     The long distance telecommunications market is intensively
competitive and is affected by the introduction of new services by,
and the market activities of, major industry participants. TeleWrx
will be required to compete against various national and regional
long distance carriers, including both facilities-based providers
and switchless resellers offering essentially the same services as
TeleWrx.  In addition, TeleWrx anticipates significant competition
from ILECs including, when authorized, RBOCs.  The success of
TeleWrx will depend, in part, upon its ability to provide high
quality services at prices competitive with, or lower than, those
charged by its competitors. In addition, a high level of customer
attrition has characterized the long distance industry. Such
attrition is attributable to a variety of factors, including
initiatives of competitors as they engage in advertising campaigns,
marketing programs, and the provision of cash payments or other
incentives to customers.  End users are often not obligated to
purchase any minimum usage amount and can discontinue service
without penalty at any time. TeleWrx expects that its business may
be substantially affected by such attrition.

     Tier I providers and other carriers have implemented new price
plans aimed at residential customers with significantly simplified
rate structures, which may have the impact of lowering overall long
distance prices.  There can also be no assurance that long distance
carriers will not make similar offerings available to the small to
medium-sized businesses, the primarily target customer of TeleWrx.
Although TeleWrx believes that small and medium-sized business
customers are not aggressively targeted by large long distance
providers, such as the Tier I providers, there can be no assurance
that such philosophy will continue in the future.  Additional
pricing competition may come from IP transport, which is a
developing use of packet-switched technology which can transmit
voice communications at a cost which may be below that of
traditional circuit-switched long distance service.  While IP
transport is not yet available in all areas and requires the dialing
of additional digits and, generally, produces sound quality inferior
to traditional long distance service, it could eventually be
perceived as a substitute for traditional long distance service.  If
this were to occur, additional pricing pressure on long distance
rates can be expected.  Any reduction in long distance prices can be
expected to have a material adverse effect on the anticipated
business of TeleWrx.

     Some of the major suppliers of services to TeleWrx will be
principal competitors.  TeleWrx expects to link its switching
equipment with transmission facilities and services purchased or
leased from these suppliers, and it also expects to resell services
obtained from these suppliers.  There can be no assurance that these
suppliers will continue to offer services to TeleWrx at competitive
rates or on attractive terms, if at all, and any failure to do so
can be expected to have a material adverse effect on the business of
TeleWrx.

Employees

     We have approximately 4 full-time employees, inclusive of its
executive officers.  Our plans regarding the to hiring of any
additional employees depends upon the development of our business
plan and our financial position, existing from time to time.

Item 2.   Description of Property.

     Our registered corporate office is located at 29 Southeast 5th
Street, Boca Raton, Florida 33432 and our telephone number at that
office  is (888) 999-3929.  We do not presently pay rent for the use
of the facilities in Florida.

Item 3.   Legal Proceedings.

          None

Item 4.   Submission of Matters to a Vote of Security Holders.

          None

<PAGE>

                               PART II

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

     Our common stock is currently traded through the
over-the-counter market on the National Association of Securities
Dealers, Inc. Bulletin Board ("NASD Bulletin Board") under the
symbol "CVRG".

     Limited trading of our common stock has occurred over the past
several years.

     The following table set forth below lists the range of high and
low bids for our common stock for each fiscal quarter for the last
two fiscal years as reported by NASD Bulletin Board.  The prices in
the table reflect inter-dealer prices, without retail markup,
markdown or commission and may not represent actual transactions.


<TABLE>
<S>                                <C>         <C>
Bids for Common Stock as Reported by NASD Bulletin Board

Period Ended December 31, 2000     High        Low

First Quarter                      $4.000      $1.750

Second Quarter                     $6.000      $1.000

Third Quarter                      $3.750      $1.000

Fourth Quarter                     $2.500      $0.125

Period Ended December 31, 2001

First Quarter                      $1.093      $0.125

Second Quarter                     $1.100      $0.150

Third Quarter                      $0.470      $0.170

Fourth Quarter                     $0.250      $0.025
</TABLE>


     As of April 10, 2002, the average of the closing bid and asked
price for our common stock as reported by the NASD Bulletin Board
was $1.315.  As of April 10, 2002, we had approximately 95
shareholders of record.

     We have never paid a cash dividend on our common stock.  It is
our present policy to retain earnings, if any, to finance the
development and growth of our business.  Accordingly, we do not
anticipate declaring any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

     (a)  During the first quarter of our 2002 fiscal year, we
issued  31,900,000 shares of our common stock in connection with our
acquisition of TeleWrx, Inc.  We made such issuances in reliance
upon Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act").  Such transaction has been previously reported in
our 8K filed April 8, 2002.

     (b)  During the second quarter of our 2000 fiscal year, our
subsidiary, Digitalmen.com, Inc. issued 2,000,000 shares of its
common stock and 1,000,000 warrants to acquire its common stock to
Accredited Investors (as such term is defined in Rule 501 under
Regulation D of the Securities Act)to purchasers thereof without
registration under the Securities Act in reliance upon Rule 506
under Regulation D of the Securities Act for aggregate consideration
of approximately $440,000.00 ("Offering One").  We paid no placement
fees in connection with Offering One.

     (c)  On March 25, 2002, we issued warrants (the "Warrants") to
purchase an aggregate of 3,000,000 shares of our common stock to a
limited number of Accredited Investors (as such term is defined in
Rule 501 under Regulation D of the Securities Act)to purchasers
thereof without registration under the Securities Act in reliance
upon the exemption provided by Section 4(2) thereunder ("Offering
Two").  We paid no placement fees in connection with Offering Two.
In connection with Offering Two:

     (i) we sold certain Warrants (the "A Warrants")for aggregate
consideration of $5,000.  The A Warrants are dated March 25, 2002
and permit the holders thereof to acquire, on or before April 30,
2005,  1,000,000 shares our common stock at an exercise price of
$1.00 per share.  In connection with the A Warrants we executed
registration rights agreements (the "A Warrants Registration
Agreements") with the purchasers of the A Warrants, and the A
Warrants Registration Agreements obligate us to file a registration
statement, within 90 days after March 25, 2002, as to our shares of
common stock that underlie the A Warrants.  We expect to file a
registration statement under the Securities Act with respect to all
of our shares of our common stock that underlie the A Warrants.

     (ii) we sold certain Warrants (the "B Warrants")for aggregate
consideration of $5,000.  The B Warrants are dated March 25, 2002
and permit the holders thereof to acquire, on or before April 30,
2005,  1,000,000 shares our common stock at an exercise price of
$1.50 per share.  In connection with the B Warrants we executed
registration rights agreements (the "B Warrants Registration
Agreements") with the purchasers of the B Warrants, and the B
Warrants Registration Agreements obligate us to file a registration
statement, within 90 days after March 25, 2002, as to our shares of
common stock that underlie the B Warrants.  We expect to file a
registration statement under the Securities Act with respect to all
of our shares of our common stock that underlie the B Warrants.

     (iii)     we sold certain Warrants (the "C Warrants")for
aggregate consideration of $5,000.  The C Warrants are dated March
25, 2002 and permit the holders thereof to acquire, on or before
April 30, 2005,  1,000,000 shares our common stock at an exercise
price of $2.00 per share.  In connection with the C Warrants we
executed registration rights agreements (the "C Warrants
Registration Agreements") with the purchasers of the C Warrants, and
the C Warrants Registration Agreements obligate us to file a
registration statement, within 90 days after March 25, 2002, as to
our shares of common stock that underlie the C Warrants.  We expect
to file a registration statement under the Securities Act with
respect to all of our shares of our common stock that underlie the C
Warrants.

     Each of the parties to whom securities were or will be  issued
in connection foregoing, made or will have made an informed
investment decision based upon negotiation with the with us and was
provided with or will be provided with an appropriate offering
document or other information, as well as, access to material
information regarding us.  We believe that all purchasers of our
securities or the securities of our subsidiary had knowledge and
experience in financial matters such that they were capable of
evaluating the merits and risks of acquisition of our securities or
the securities of our subsidiary.  All certificates representing the
shares issued pursuant to the foregoing  bear or will bear an
appropriate legend restricting the transfer of such shares, except
in accordance with the Securities Act.

Item 6.   Management's Discussion and Analysis or Plan of Operation.

Management's Discussion and Analysis

     The following discussion of our financial condition and results
of operations should be read in conjunction with the financial
statements and the notes to the statement included elsewhere in this
report.

OVERVIEW

The Company's business has been focused in the globally emerging
electronic commerce ("e-commerce") industry.

Plan of Operations

     The Company's operations had historically be focused on
development of unique e-commerce solutions with specific emphasis on
audio and video delivery over the internet.  Due to the downturn of
the web development business, we have continued to wind down our
operations through the third and forth quarters of 2001, and we
began to seek candidates in other industries for a potential merger,
acquisition, or joint venture transaction.  We  targeted other
technology companies, but focused on candidates that offered us a
potential for the generation of revenue.  As a result, we acquired
TeleWrx, Inc.

     Due to the lack of operating capital and the diminished
prospects of certain aspects of the internet industry, we terminated
all of our development activities as to LiquidationBid.com,
DesiTV.com, and Machmail.com.  Without consideration of the cash
requirements associated with the proposed operations of TeleWrx, our
cash requirements for the next twelve months have decreased from
approximately $40,000 per month during our 2000 fiscal year to
approximately $2,000 per month during our 2001 fiscal year.  Without
consideration of the cash requirements of TeleWrx, we expect to be
able to continue our operations for the next twelve months.  We are,
however, seeking to raise additional capital, and we are actively
seeking both institutional debt and private equity financing to
assure that we will be capable of financing the continuation of our
business, as well as, the anticipated business of TeleWrx.

     Should we fail to attract additional funding, we may be forced
to curtail our operations even further and, eventually, cease
operations altogether.

     Other than in connection with TeleWrx, we do not expect to
invest in any new research and development activities, nor do we
expect to purchase or sell any plant and/or equipment.  Likewise,
except in connection with the activities of TeleWrx we do not
anticipate any increase in the number of our employees.

Results of Operations

     During our 2001 fiscal year we did not generate any revenue and
except to the extent that any revenue is generated by TeleWrx, we do
not expect to generating any significant revenues in the near
future.  Except in connection with the potential operations of
TeleWrx, we have no significant current cash requirements.

     Our sole source of capital during 2000 was investment capital
provided by third parties and the proceeds of an unsecured line of
credit provided by Imran Husain (the "Credit Line"), one of our
prior directors. The Credit Line is in the amount of $250,000 and
any advances taken by us do not accrue interest.  Any amounts drawn
by us under the Credit Line must be repaid in full on or before
January 1, 2003.  We were advanced $141,000 as of December 31, 1999
and $186,000 as of January 2000.
     On May 5, 1999, we executed a promissory note in favor of one
of our shareholders, Verifica International, Ltd. (the "Verifica
Note"), in the amount of $250,000.  The Verifica Note accrues
interest at an annual rate of 7.5% on the outstanding balance which
was due in full on April 15, 2002.

     On January 19, 2000, we executed a convertible preferred
promissory note (the "Knightrider Note")in the amount of $200,000
with Knightrider Investments Ltd.

     On December 20, 2000, our board voted to exchange shares of its
EssTec stock holdings to settle all of its outstanding debts and to
dispose of any remaining EssTec shares by sale.  As a result
negotiations with the holders of such debts, as of December 31, 2001
all loans had been paid in full in exchange for 1,058,414 shares of
our EssTec stock holdings, and we sold our remaining 1,600,000
EssTec stock holdings for cash and a note receivable.

     Except in connection with the activities of TeleWrx, we do not
have any ongoing research and development costs.

Fiscal 2001 Compared with Fiscal 2000

Revenue

     We had no revenues during our fiscal year ended December 31,
2001 as compared to $181,911 of revenues during our fiscal year
ended December 31, 2000.  The decrease in revenue is due to the lack
of business activity, the lack of funds, and decision to curtail our
operations while seeking other business opportunities.

General, Administrative and Selling Expenses

     We had general, administrative and/or selling expenses of
$317,605 for our fiscal year ended December 31, 2001 as compared to
$1,859,981 for our fiscal year ended December 31, 2000.  The
decrease in general, administrative and selling expenses is due to
the decision to curtail our operations while seeking business
opportunities and to dispose our interest in our EssTec subsidiary
in order to eliminate debt.

Interest Expense

     We had $519 of interest expenses for the year our fiscal year
ended December 31, 2001 as compared to $14,063 of interest expense
for our fiscal year ended December 31, 2000.


Income (Loss) Before Taxes

     We incurred a loss before income taxes of $317,086 for our
fiscal year ended December 31, 2001 as compared to a profit of
$61,028 for the our fiscal year ended December 31, 2000.

Minority Loss Allocation

     We had no minority loss allocation for our fiscal year ended
December 31, 2001 as compared to a minority loss allocation in the
amount of $182,734 for our fiscal year ended December 31, 2000.

Taxes on Income

     Our income taxes for our fiscal year ended December 31, 2001
were zero compared to income taxes of $800 for our fiscal year ended
December 31, 2000.

Net Income (Loss)

     We generated net losses of $317,086 for our fiscal year ended
December 31,2001 as compared to net income of $61,028 for our fiscal
year ended December 31, 2000.

Liquidity and Capital Resources

     As of December 31, 2001, we had limited capital resources of in
the amount of $10,918 in cash.  Although we have curtailed our
operations and believe that such resources will enable us to
continue our limited operations for a period of 12 months, we will
require substantial additional capital to support any meaningful
ongoing operations.  As a result of our acquisition of TeleWrx, we
will require substantial additional capital to commence and continue
our operations, and in the event that we are unsuccessful in
obtaining such additional capital we will not have the ability to
engage in meaningful business operations.

     We have settled all of our outstanding loans as of December 31,
2001 by exchanging certain of our shares of EssTec for the loan
balances outstanding.

FORWARD LOOKING STATEMENTS

     The information provided in this report may contain "forward
looking" statements or statements which arguably imply or suggest
certain things about our future. Statements which express that we
"believe", "anticipate", "expect", or "plan to" as well as other
statements which are not historical fact, are forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995.  These statements are based on assumptions that
we believe are reasonable, but a number of factors could cause our
actual results to differ materially from those expressed or implied
by these statements.  We do not intend to update these forward
looking statements.  Any potential investor reviewing this report is
advised to review the "Additional Cautionary Statements" section
below for more information about risks that could affect our
financial results.

ADDITIONAL CAUTIONARY STATEMENTS

Limited Operating History

     Prior to its acquisition of TeleWrx, we had curtailed all
meaningful business operations.  We have recently been re-organized
and have just recently begun consolidated operations.  Although we
previously conducted business operations we have not yet
significantly commenced our operations as through TeleWrx.
Accordingly, we are still in the development stage and we require
substantial additional capital to continue and expand our
operations.  We will not receive enough operating revenues from our
current operations to sustain our continued development unless we
are able to obtain substantial additional financing.  Although we
believe that our estimates of the capital, personnel and facilities
required for operations over the next twelve months are reasonable,
since we have just recently commenced operations, it is not yet
possible to determine the accuracy of such estimates.  In
formulating our business plan, we have relied upon the judgment of
our newly appointed officers and directors, who have recently
replaced our prior management.  Because the we have recently
initiated operations and changed our management, we have no basis,
other than the opinion of our current management, on which to
estimate the amount of revenues that our planned operations may
generate or our operating or other expenses.  We cannot assure you
that our business strategy will be successful or that we will
successfully address these risks or difficulties.  If we fail to
address adequately any of these risks or difficulties our business
would likely suffer.

Risks of a Development Stage Company

     Our prospects must be considered in light of the extraordinary
risks, unforeseen costs and expenses, problems and difficulties
which development stage companies normally encounter.  To address
these risks, we must, among other things, successfully complete our
development, establish and then maintain new relationships,
implement our business and marketing strategy, complete the
acquisition of products and services, implement our marketing
strategy, fully implement and maintain our website, develop new
products, respond to competitive developments and have sufficient
capital to attract, retain and motivate qualified personnel.  As a
development stage company we have not achieved profitability and
expect to continue to incur significant operating and capital
expenditures in areas such as expansion of our advertising, brand
promotion, content development, sales and marketing, and operating
infrastructure.  We cannot assure you that our business strategy
will be successful or that we will successfully address these risks
or difficulties.  If we fail to address adequately any of these
risks or difficulties our business would likely suffer.

Other Business Risks

     Our business must be considered in light of the risks, expenses
and problems frequently encountered by companies in their early
stages of development, particularly companies in the
telecommunications business and the new and rapidly evolving
electronic commerce and home business markets.  Such risks include,
without limitation, our ability to successfully negotiate and
conclude each of the components necessary to undertake the intended
business operations of Telewrx; establish, maintain and increase our
customer base; our ability to upgrade and develop our systems and
infrastructure and attract new personnel in a timely and effective
manner; our ability to effectively manage rapidly expanding
operations; our ability to develop traditional, home business and
electronic commerce channels of distribution; our ability to
efficiently provide service to customers; unforseen delays; the
amount and timing of operating costs and capital expenditures
relating to expansion of our business, operations and
infrastructure; competition, including but not limited to the
introduction and development of different or more extensive services
by direct and indirect competitors, particularly in light of the
fact that substantially all of such competitors are much larger and
have greater financial, technical and marketing resources than do
we; reductions in prices of our products and services as a result of
competition or otherwise; governmental regulation; and economic
conditions, and other risks specific to our business.  To address
these risks, we must, among other things, establish, maintain and
increase its customer base and rates of growth, implement and
successfully execute our business and marketing strategies, continue
to develop and upgrade our products and services, improve and
provide superior customer service, respond to competitive
developments, and attract, retain and motivate qualified personnel.
If we fail to address adequately any of these risks or difficulties
our business would likely suffer.

Need for Additional Financing

     Our ability to continue our operations as presently intended is
dependent upon, among other things, receipt of substantial
additional capital.  We will require additional capital in excess of
$3,000,000 to commence our operations.

     If additional funds are raised through the issuance of equity
or convertible debt securities, the percentage ownership of our
stockholders will be reduced, stockholders may experience additional
dilution and such securities may have rights, preferences or
privileges senior to those of the rights of our current
shareholders.  We are uncertain of our ability to obtain additional
financing, or if such financing were to be made available, we are
not sure that the terms will be favorable to us.  If adequate funds
are not available or not available on acceptable terms, we will not
be able to fund our operations or any expansion, nor will we be able
to promote our products and services, take advantage of
unanticipated acquisition opportunities, develop new products or
services, enhance our existing products and services or respond to
competitive pressures.  If we fail to address adequately any of
these risks or difficulties our business would likely suffer.

No Assurance of Profitability; Anticipated Losses

     We anticipate that we will incur net losses for the foreseeable
future with respect to the products and services to be offered by
TeleWrx.  The extent of these losses will be dependent, in part, on
the amount and rates of growth of our net revenue from operations
once they are commenced through TeleWrx. We expect our operating
expenses to increase significantly, especially in the areas of sales
and marketing and advertising, and, as a result, we will need to
generate substantial revenues if profitability is to be achieved.
To the extent that revenues do not grow at anticipated rates or that
increases in operating expenses precede or are not subsequently
followed by commensurate increases in revenues, or if we a unable to
adjust operating expense levels accordingly, our business, results
of operations and financial condition will be materially and
adversely affected.  There can be no assurance that we will ever
achieve or sustain profitability.

Ability to Successfully Manage Anticipated Growth

     We may not be able to successfully manage the growth
anticipated by TeleWrx.  If TeleWrx is successful in developing,
producing and distributing its products and services, our growth
will place a significant strain on our technical, financial and
managerial resources.  As part of our anticipated growth, we may
have to implement new operational and financial systems and
procedures and controls to expand, train and manage employees and to
maintain close coordination among our technical, accounting,
customer support, finance, marketing, and sales and marketing
organizations.  If we are unable to effectively manage our
anticipated growth, our business will be adversely affected.

No Ability To Determine Market

     We can not be certain that the our anticipated customer base
will be sufficiently large to permit the us to justify the continued
development of the products and services to be offered by TeleWrx.
Because our operations are dependant upon our ability to produce and
market those products and services on attractive terms, if we are
unable to continuously do so, our business and financial prospects
will be materially adversely affected.

Dependence on Key Personnel

     Our performance is substantially dependent on the performance
of our executive officers.  We do not yet have "key person" life
insurance policies on any of our officers, although we expect to
obtain such insurance as soon as financial considerations permit.
The loss of the services of any of our executive officers or other
key employees who may be subsequently hired would have a material
adverse effect on our business, the results of our operations and
our financial condition.   Competition for senior management,
product development personnel and other performance personnel,
experienced sales and marketing personnel and other employees is
intense, and we can provided no assurance that we will be successful
in attracting and retaining such personnel.  Our failure to
successfully manage our personnel requirements would have a material
adverse effect on our business, our results of operations and our
financial condition.

Rapid Technological Change

     To remain competitive, we will be required to develop and
produce superior electronic commerce products, enhance and improve
the responsiveness, functionality and features of our services and
develop new products and features to meet customer needs.
Introducing new technology will involve significant technical
challenges and substantial amounts of personnel resources.  There
can be no assurance that we will be successful at integrating such
technology on a timely basis or that, once integrated, such
technology will function as expected.  In addition, the
telecommunications industry is characterized by rapid technological
change, changes in user and customer requirements and preferences,
frequent new product and service introductions and the emergence of
new industry standards and practices that could render our products,
technology and services obsolete.  Our success will depend, in part,
on our ability to enhance our services, develop new services and
technology that address the needs of our customers, and respond to
technological advances and emerging industry standards and practices
on a cost-effective and timely basis.  If we are unable to use new
technologies effectively or meet customer requirements or emerging
industry standards, our business would be materially adversely
affected.

Changes in Economic Conditions and Consumer Spending May Adversely
Affect our Business.

     The use of telecommunication services expected to be offered by
TeleWrx is subject to cyclical variations.  Declines in consumer
confidence levels, even if prevailing economic conditions are
favorable, can also adversely affect consumer spending on
discretionary items.  Our success depends in part upon a number of
economic factors relating to discretionary consumer and business
spending, including employment rates, business conditions, future
economic prospects, interest rates and tax rates.  The recent
downturn in the telecommunications industry has adversely affected
the financial position of many telecommunications industry service
providers and has generally lowered earnings expectations across the
sector. Such lowered expectations have significantly hampered, and
in some instances foreclosed, the ability of some telecommunications
service providers to attract additional capital investment or to
access public and private sources of debt and equity financing. If
additional funds are unavailable, we may be required to delay, scale
back or eliminate one or more of our planned business initiatives.
Even if we are able to raise additional funds through the incurrence
of debt, we would likely become subject to restrictive financial
covenants, which would further limit our ability to implement our
business plan.  Accordingly we can provided no assurance that the
commencement or continuation of our expected business activities may
not be adversely affected as a result of changes in economic
conditions or consumer spending patterns.

Intense Competition

     Our proposed business is intensely competitive, and we expect
competition to further intensify in the future.  We will be
competing with a wide range of telecommunications service providers
for each of the services we expect to provide, including regional
bell operating companies, independent telephone carriers, other
local and long distance telephone companies, internet service
providers and a wide array of other competitive carriers, resellers
and service aggregators.  Many of our competitors have long-standing
relationships with customers and suppliers in their respective
industries.  Moreover, as competition continues to intensify in the
telecommunications market, we expect a significant increase in
general pricing pressures and new service offerings. We cannot
predict which of many possible future product and service offerings
will be important to our customers or the costs to develop and
provide them.  In addition, the telecommunications industry is
affected by the introduction of new services by, and the marketing
activities of, major industry participants.   Moreover, larger
competitors have advantages over us that could cause us to lose
customers and limit our ability to attract new customers.
Substantially all of our existing and potential competitors have
longer operating histories we do, greater name recognition,
substantial customer bases and significantly greater financial,
technical and marketing resources than we do.  Such competitors are
able to undertake more extensive marketing campaigns for their
services, adopt more aggressive advertising pricing policies and
make more attractive offers to potential employees, distribution
partners, commerce companies, and third-party providers.  There can
also be no assurance that we will be able to compete successfully
against our current or future competitors or that competition will
not have a material adverse effect upon our business, results of
operations and financial condition.

     Even though TeleWrx intends to operate as a network marketing
company, we may not be able to compete effectively against others in
the telecommunications industry.  We expect to experience
competition from other current and potential market entrants such
as, but not limited to domestic and international long-distance
providers and
other domestic and international competitive telecommunications
providers, resellers, cable television companies and electric
utilities.

     A continuing trend toward combinations and strategic alliances
in the telecommunications industry has given and is expected to
continue to give rise to significant new competitors.  Such new
competitors could cause us to lose customers and limit our ability
to attract new customers.

Risks Associated with Expansion

     Our failure to continue to develop and grow our sales and
marketing force could adversely affect our business and result in
decreasing sales and continuing losses.  If we are able to grow, our
failure to manage our growth effectively could have a material
adverse effect on our business, operating results, and financial
condition.  In order to manage our growth, we must take various
steps, including arranging necessary capital to expand our
facilities and equipment, obtaining services from third parties on a
timely basis, and successfully hiring, training, retaining and
motivating additional employees.

     We expect that our future growth will place a significant
strain on our management systems and resources, and we will be
required to increase staffing and other expenses, as well as, make
expenditures on capital equipment to attempt to meet the anticipated
demand of our customers.  We may increase our expenditures in
anticipation of future business that does not materialize, which
would adversely affect our profitability.

     We may wish to acquire complementary businesses, products or
technologies in the future, but we may be unable to identify or
successfully integrate any such potential acquisitions.   Likewise,
we may not be able to make acquisitions on commercially acceptable
terms.  Any acquisitions would be accompanied by other risks
commonly encountered in such transactions, including difficulties
related to integrating the operations and personnel of acquired
companies, the additional financial resources required to fund the
operations of acquired companies, the potential disruption of our
business, our inability to maximize our financial and strategic
position by the incorporation of acquired technology or businesses
with our product and services offerings and the difficulty of
maintaining uniform standards, controls, procedures, and policies.

Dependence on Intellectual Property Rights and Other Agreements

     Our entire sales philosophy is dependant upon our contractual
relationship with T-Wrx Marketing LLC.  We can provide no assurance
that our agreement with T-Wrx Marketing LLC will not be varied or
terminated as a result of our actions or otherwise or that we will
be able to conclude any additional or alternative agreements, and if
that were to occur we would experience a material adverse effect
upon our business, results of operations and financial condition.

     We expect to regard certain of our the products and services to
be offered by TeleWrx, the technology associated therewith and other
of our intangible property as proprietary, and we will attempt to
protect it by relying on trademark, service mark, copyright and
trade secret laws and restrictions on disclosure and transferring
title and other methods.  We currently have no patents or patents
pending and do not anticipate that patents will become a significant
part of our intellectual property in the foreseeable future.
Likewise we do not yet possess any copyrights, trademarks or service
marks.  We intend to enter into confidentiality or other agreements
with our employees, consultants, and others with which we are
associated and to generally control access to and distribution of
our intellectual property and proprietary information.  Despite
these precautions, it may be possible for a third party to copy or
otherwise obtain and use the our intellectual property and
proprietary information without authorization or to develop similar
products and technology independently.  We expect to register our
trademarks and service marks in the United States, but there can be
no assurance that we will do so.

     Legal standards relating to the validity, enforceability and
scope of protection of certain intellectual property and proprietary
rights in our business are uncertain and continue to evolve, and we
can provide no assurance as to the future viability or value of any
of our proprietary rights.  We can not give any assurance that the
steps we expect to take will prevent misappropriation or
infringement of our intellectual property and proprietary
information.   We would expect that any such infringement or
misappropriation, should it occur, would have a material adverse
effect on our business, results of operations and financial
condition.  In addition, litigation may be necessary in the future
to enforce our intellectual property rights, to protect our
copyrights, trademarks, service marks and trade secrets or to
determine the validity and scope of the intellectual property and
proprietary rights of others.  Such litigation might result in
substantial costs and diversion of resources and management
attention and could have a material adverse effect on our business,
results of operations and financial condition.

     Most, if not all, of the products and services that TeleWrx
intends to offer is dependant upon contractual relationships with
third parties.  We can provide no assurance that any existing
agreement will not be varied or terminated as a result of our
actions or otherwise or that we will be able to conclude any
additional or alternative agreements, and if that were to occur we
would experience a material adverse effect upon our business,
results of operations and financial condition.  Should we experience
errors, delays or failures as a result of the actions of any such
third parties, we may have limited ability to effectively solve
these problems and, as a result, our business and financial
condition would be materially adversely affected.

Planned Reliance on Strategic Relationships

     Although we view strategic relationships as a key factor in our
overall business strategy, we can give no assurance that any
strategic partners will view their relationships with us as
significant to their own business or that they will not reassess
their commitment to us in the future.  In the event that a strategic
relationship is discontinued for any reason, our business, results
of operations and financial condition would be materially adversely
affected.

Government Regulation

     We are subject not only to regulations applicable to businesses
generally, but also laws and regulations directly applicable to the
telecommunication, electronic commerce and network marketing
industries.  We can not provide any assurance that a number of laws
or regulations exist or may be adopted with respect to our business
or the industries in which we expect to participate relating to many
varied matters.  The existence or adoption of any such laws or
regulations may increase our cost of doing business, or otherwise
have a material adverse effect on our business, results of
operations and financial condition.  Since our a portion of our
business involves the Internet, our business is subject to
government regulation relating to the Internet, which could impair
our operations.  Although there are currently few such laws and
regulations, state, federal and foreign governments may each adopt a
number of these laws and regulations. Any such legislation or
regulation could dampen the growth of the Internet and decrease its
acceptance as a communications and commercial medium.  If such a
decline occurs, we have suffer a loss to the exposure to use our
products and services.  This decrease in the demand for our products
and services would seriously harm our business and operating results.

Control by Principal Stockholder

     A small group or our stockholders own, beneficially or
otherwise, a majority of our outstanding common stock.  As a result,
these stockholders possesses significant influence over us, giving
them the ability, among other things, to elect a majority of our
Board of Directors and to approve significant corporate
transactions.  Such share ownership and control may also have the
effect of delaying or preventing a change in control, impeding a
merger, consolidation, takeover or other business combination or
discourage a potential acquirer from making a tender offer or
otherwise attempting to obtain control of us, any one of which could
have a material adverse effect on the market price of our common
stock.  Likewise, such stockholders are in the position, subject to
applicable law, to amend our articles of incorporation for numerous
purposes, including but not limited to the creation of additional
classes of stock with such price, rights, preferences, privileges
and restrictions, including voting rights, as may be determined by
the Board of Directors, and to control our management through
designation of members of the Board of Directors or otherwise.

Network System Failure

     If we experience a network system failure, the services that we
provide could be delayed or interrupted and that could cause us to
lose existing customers or limit our ability to attract new ones.
Our operations are expected to depend on the ability of TeleWrx to
successfully integrate new technologies and equipment into our
network.  If, and to the extent that TeleWrx increases its traffic,
builds its network and integrates new technologies and equipment
into its network, additional strains will be placed upon its then
existing systems.  There can be no assurance that we will not
experience failures to our systems. Frequent, significant or
prolonged system failures, or difficulties experienced by customers
in accessing or maintaining connection with the TeleWrx network,
could substantially damage its reputation, resulting in the loss of
existing customers and the ability of TeleWrx to attract new ones.

     TeleWrx expects to be dependant on the transmission facilities
of long-distance carriers, and as a result, TeleWrx may experience
unanticipated price increases and service interruption or
cancellation.  TeleWrx expects to carry substantially all of its
customers' telephone calls through transmission lines of facilities
based long distance carriers that provide TeleWrx with transmission
capacity through a variety of lease and resale arrangements.  Our
future profitability depends in significant part on the ability of
TeleWrx to use transmission facilities cost effectively.  TeleWrx
expects that its transmission line agreements for leasing and resale
will vary with use and other factors, therefore, TeleWrx may
experience unanticipated price increases and service cancellations
by its carriers.  As a result, the ability of TeleWrx to maintain
and expand its business is dependent, in part, upon its ability to
maintain satisfactory relationships with these carriers, many of
which are expected to compete with TeleWrx.

Subsidiaries

     We no longer own any shares of the common stock of
Digitalmen.com, Inc. ("Digitalmen").

     We no longer own any shares of the common stock of
LiquidationBid.com, Inc. ("LiquidationBid").

     We own shares of the common stock of MedCom Network, Inc.
("MedCom")representing approximately 30% of the issued and
outstanding common stock of MedCom.

     We no longer own any shares of the common stock of EssTec, Inc.
("EssTec").  Such shares were exchanged in settlement of certain of
our outstanding debts and sold as described herein.

     We own all of the issued and outstanding common stock of
TeleWrx, Inc.  TeleWrx is our wholly owned subsidiary.


Item 7.   Financial Statements.

     See Index to Financial Statements on page F-1 herein.

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

     We dismissed Stonefield Josephson, Inc., Certified Public
Accountants, as our principal accountant as of March 13, 2001.  In
connection with the report on the financial statements for our
fiscal years ended December 31, 2000 and December 31, 1999 prepared
by Stonefield Josephson, Inc., did not contain any adverse opinion,
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles.  The dismissal
of of Stonefield Josephson, Inc. was approved by the Board of
Directors.  At the time of dismissal of Stonefield Josephson, Inc.,
there were no disagreements between us and Stonefield Josephson,
Inc. on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.

     We engaged H.M. Richard and Associates, Certified Public
Accountants, on March 13, 2001 as our principal accountant to audit
our financial statements. H.M. Richard and Associates' business
address is 5857 Uplander Way, Culver City, California 90230,
California.  During September, 2001 H.M. Richard and Associates
changed its practice name to the Beutel Accountancy Corporation and
changed its address to 30423 Canwood Street, Suite 112, Agoura
Hills, California 91301.


<PAGE>

                               PART III

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

     The following sets forth certain information with respect to
our current executive officers and directors. Each director holds
such position until our next annual meeting of shareholders and
until such party's respective successor has been elected and
qualifies.  Any of our directors may be removed with or without
cause at any time by the vote of the holders of not less than a
majority of our then outstanding common stock.  Other than as
otherwise provided in an employment agreement, officers are elected
annually by our board of directors.  Any of our officers may be
removed with or without cause at any time by our board of directors
although, in such event, we may incur certain liabilities under an
applicable employment agreement.

<TABLE>
<S>                    <C>     <C>
Name and Address               Positions with the Company
                       Age

Michael P. Brown(1)    35      Director, President, Secretary
                               and Chief Executive Officer

Robert E. Brown(1)     74      Director and Executive Vice
                               President

Donald A. Smiley(1)    47      Director

John J. Matteis(1)     52      Chief Financial Officer

Jerry D. Duling(1)     51      Chief Operating Officer

Melvin Beychok (2)     72      Director

Imran Husain (3)       32      President, Chief Executive
                               Officer and Director

Hamid Kabani (3)       39      Chief Financial Officer

AkheeRahman (3)        28      Secretary and Director
</TABLE>



(1)Appointed on March 31, 2002. Upon appointment, Mr. Beychock, our
then sole effective, resigned.

(2) Melvin Beychok was appointed as a director on March 25, 2002 and
resigned on March 31, 2002.  At the time of the resignation by Mr.
Beychok there was no disagreement between Mr. Beychok and us in
connection with any matter.

(3) Resigned after appointment of Mr. Beychok on March 25, 2002.

     Michael P. Brown has been one of our directors, our president,
secretary and chief executive officer since March 31, 2002.  Michael
P. Brown has over eight years experience in emerging
telecommunications markets.  From 1994 to 1997, he served as
President and CEO of ICG, a nationwide long distance carrier, where
he oversaw the implementation of a shared nationwide long distance
network with Frontier Communications and MCI. In 1997, Michael P.
Brown resigned from ICG and since that time has been involved in
consulting for the telecommunications and Internet industries.  He
holds an undergraduate degree from the University of Michigan and a
juris doctor degree from the University of Detroit School of Law.

     Robert E. Brown has been one of our directors and our executive
vice president since March 31, 2002.  For over 33 years, Mr. R.
Brown was synonymous with the Petersen Publishing Company.  Having
served in many capacities, he is best recognized as the Publisher of
Motor Trend Magazine. Prior to leaving Petersen Publishing in 1992,
Mr. R. Brown served as Sr. Vice President in charge of Corporate
Development. When he left Petersen, it was to enjoy a successful
consulting career.  Since 1992, he has compiled a "who's who" list
of clients.  These include automotive manufacturers as well as
advertising agencies.  Some of his larger clients include Ford Motor
Company and their agency, J. Walter Thompson; General Motors; Dodge
Dealers including their agency BBD&O; and Pepsi.  Recent projects
have included online sales and marketing for several of these
corporations.

     Donald A. Smiley has been one of our directors since March 31,
, 2002.  Mr. Smiley has a diversified and successful background in
the executive management of major enterprises. From 1985 to 1987 Mr.
Smiley served as Marketing Director for Huizenga Holdings, Inc.
From 1987 to 1991 he served in several executive positions,
including marketing director, director of franchise operations and
director of real estate for Blockbuster Entertainment Corp.  He also
served as head of Internet development and assistant to Blockbuster
chairman, Wayne Huizenga.  In 1991 Mr. Huizenga assigned Mr. Smiley
to spearhead a committee to bring a Major League Baseball team to
South Florida.  Upon acquisition of the Major League Baseball
franchise, Mr. Smiley served in various positions with the
organization, and in 1994 became the president of the Florida
Marlins.  In his various capacities with the Florida Marlins, Mr.
Smiley was instrumental in the implementation of the Marlin's
inaugural season, the building and marketing of the team and finally
his greatest accomplishment, the Florida Marlins winning the 1997
Major League Baseball World Series.  Most recently, Mr. Smiley has
served as president and CEO for Automotive Risk Management, an
online automotive insurance company.  Mr. Smiley is a graduate of
the University of Wisconsin.

     John J. Matteis has been our chief financial officer since
March 31, 2002.  Mr. Matteis has been the Managing Partner of the
Certified Public Accounting Firm of Matteis & Christopher for the
past 21 years. Mr. Matteis specializes in corporate, small business
and individual taxation.  He is also a Certified Fraud Examiner and
is certified as an Expert Witness in accounting and tax matters
relating to bankruptcy, fraud, marital law, business disputes, and
business transactions.  He a graduate of the University of South
Florida, and is a member of the Florida Institute of Certified
Public Accounts, the American Institute of Certified Public
Accountants, Tax Division, and the National Association of Certified
Fraud Examiners.  He has assisted several of his clients in managing
and start-up of various businesses and has served as CFO for several
companies on an interim basis.

     Jerry D. Duling has been our chief operating officer since
March 31, 2002.  Mr. Duling is a charismatic leader of people with
an exceptional presence for sales, marketing and effective
management skills. Most recently, he served as the Chief Operating
Officer for Contentriq, Inc., a fulfillment entity. He was
responsible for day-to-day operations and oversaw strategic
relations, managed funding and acquisitions as well as prepared for
an IPO. For approximately 10 years prior to joining Contentriq, he
served as President and CEO of Quest Group International, Inc., a
holding company comprised of 3 public telecommunications
subsidiaries. With managed revenue over $25 million, he helped
introduce the first prepaid calling card in the United States. He
helped develop sales and marketing strategies and managed the legal
and regulatory filings for all 50 states.

     Melvin Beychok is a private investor with over forty years
experience as an owner and operator of various food manufacturing,
marketing and distribution companies whose products were sold to
national retailers across the country such as Wal-Mart, Kroger,
Safeway and American Food Stores. Mr. Beychok has an extensive
background in creating and developing brands.

     Imran Husain was our President, Chief Executive Officer and a
director since January 1999.  Mr Husain graduated from Florida
International University with a Bachelor of Science degree in
Biology. Mr. Husain is also President of American Business
Investments, a private investment Company. Before becoming President
of Converge, Mr. Husain was primarily acting as manager for family
investments in the U.S. equity markets for the last seven years.

     Hamid Kabani was our Chief Financial Officer since March 1,
2000. Mr. Kabani is a Certified Public Accountant, as well as a
Chartered Accountant.  From July 1998 and continuing through the
present, Mr. Kabani is the President of Kabani and Company.  From
June 1997 to June 1998, Mr. Kabani was at Deloitte and Touche.  From
1995 through 1997 Mr. Kabani was at McGladrey and Pullen, an
accounting firm, where he served as the Quality Control Specialist.
He graduated from University of Karachi, Pakistan, with a degree in
accounting.  He is a member of the Qualification Committee of the
Board of Accountancy for the State of California.

     Akhee Rahman was our Secretary and a director since October 2000.

Board of Directors

     Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and have
qualified. Officers are appointed to serve until the meeting of the
Board of Directors following the next annual meeting of stockholders
and until their successors have been elected and have qualified.


Section 16 Reporting

     Based solely upon our review of Forms 3, 4 and 5 and amendments
thereto furnished to us under Rule 16a-3(a) since through the date
hereof, we are not aware of any other person who was a director,
officer, or beneficial owner of more than ten percent of our common
stock and who failed to file reports required by Section 16(a) of
the Securities Exchange Act of 1934 in a timely manner.


Item 10.  Executive Compensation.

     The following tables set forth information with respect to the
compensation received for the fiscal years ended December 31, 2001,
2000 and 1999 and by our executive officers and our other most
highly compensated individuals. Except as otherwise described
herein, no compensation in excess of $100,000 was awarded to, earned
by, or paid to any executive officer or director during the fiscal
years ended December 31, 2001, 2000 or 1999.


<TABLE>
<S>                 <C>      <C>      <C>    <C>     <C>
Name and Principal                                   Securities
Position            Year     Annual Compensation     Underlying
                                                     Options
                             Salary   Bonus  Other

Michael P. Brown

                      1999          $0     $0      $0           0

                      2000          $0     $0      $0           0

                      2001          $0     $0      $0           0

Robert E. Brown
                      1999          $0     $0      $0           0

                      2000          $0     $0      $0           0

                      2001          $0     $0      $0           0

Donald A. Smiley

                      1999          $0     $0      $0           0

                      2000          $0     $0      $0           0

                      2001          $0     $0      $0           0

John J. Matteis

                      1999          $0     $0      $0           0

                      2000          $0     $0      $0           0

                      2001          $0     $0      $0           0

Jerry D. Duling

                      1999          $0     $0      $0           0

                      2000          $0     $0      $0           0

                      2001          $0     $0      $0           0

Melvin Beychok

                      1999          $0     $0      $0           0

                      2000          $0     $0      $0           0

                      2001          $0     $0      $0           0

Imran Husain

                      1999     $60,000     $0      $0   1,000,000

                      2000     $60,000     $0      $0           0

                      2001          $0     $0      $0           0

Hamid Kabani
                      1999          $0     $0      $0           0

                      2000     $60,000     $0      $0      12,000

                      2001          $0     $0      $0           0

Akhee Rahman

                      1999          $0     $0      $0           0

                      2000          $0     $0      $0           0

                      2001          $0     $0      $0           0
</TABLE>




          STOCK OPTIONS/SAR GRANTED IN 2001 FISCAL YEAR

<TABLE>
<S>               <C>           <C>       <C>       <C>
Name and
Principal
Position

                  Number of     Percent   Exercise  Expiration
                  Securities    of Total  or Base   Date
                  Underlying    Option/   Price
                  Options/SARs  SARs
                  Granted       Granted

Michael P. Brown

Robert E. Brown                0         0         0            0

Donald A. Smiley               0         0         0            0

John J. Matteis                0         0         0            0

Jerry D. Duling                0         0         0            0

Melvin Beychok                 0         0         0            0

Imran Husain                   0         0         0            0

Hamid Kabani                   0         0         0            0

Akhee Rahman                   0         0         0            0
</TABLE>


Employment Agreements

Executive Compensation

     We expect to enter into employment agreements with Michael P.
Brown, Robert E. Brown, Donald A. Smiley, John J. Matteis and Jerry
D. Duling.  As of the date hereof, we have not concluded
negotiations with any of the foregoing individuals as to any such
employment agreement.  Accordingly, we are not presently certain of
the term of employment, the level of compensation or the other
benefits that may be provided by us to such individuals.  We expect
to institute an incentive plan and to provide benefits to our
officers and directors thereunder.  We are not presently certain of
the nature of any such incentive plan or the benefits, if any, that
may be provided to the foregoing individuals under any such
incentive plan.

     Effective with the resignation of Mr. Husain, we and Mr. Husain
terminated his employment agreement dated February 1, 1999.

     We expect to enter into additional employment and consulting
agreements with numerous other individuals and entities to provide
us with such services we deem appropriate.  We are not presently
able to determine the term of employment, the level of compensation
or the other benefits that we may provide in connection with such
additional employment and consulting agreements or the resulting
total annual dollar cost to us associated with such additional
employment and consulting agreements.  Likewise, we expect that as a
part of such additional employment and consulting agreements, and in
order to attract such parties, we will, after implementation of our
incentive plan provide such parties with certain benefits
thereunder.  We are not presently certain of the nature of any such
incentive plan or the benefits, if any, that may be provided to any
such party under any such incentive plan

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

     After giving effect to the 31,900,000 shares of our common
stock issued to the shareholders of TeleWrx, but without giving
effect to the potential issuance of up to 7,000,000 shares of our
common stock pursuant to the Proposed Offerings and without giving
effect to the potential issuance of up to 3,000,000 shares of our
common stock in the event of the exercise of the Warrants we have
39,940,430 shares of our common stock issued and outstanding.  The
following table sets forth certain information regarding the
beneficial ownership of our common stock as of April 10, 2002 of (1)
each person who is know to us to own beneficially more than 5% of
our common stock, (2) each of our directors and officers and (3) all
of our directors and officers as a group:

<TABLE>
<S>                              <C>              <C>
Name and Address of Beneficial   Amount of        Approximate
Owner                            Beneficial       Percent of
                                 Ownership (1)    Class (1)

Michael P. Brown (2)                     8,200,000         20.5
17252 Balboa Point Way
Boca Raton, Florida 33487

Robert E. Brown (3)                      8,200,000         20.5
5350 Northwest 26th Circle
Boca Raton, Florida 33496

Donald A. Smiley (4)                     1,500,000          3.8
1200 Weston Road Penthouse
Weston, Florida 33326

Melvin Beychok(5)                           58,000           .2
1925 Century Park East
5th Floor
Los Angeles, California 90067

John J. Matteis                            750,000          1.9
3864 Northwest 4th Avenue
Boca Raton, Florida 33431(6)

Jerry D. Duling                                  0          0.0
8804 Huntington Point Drive
Sarasota, Florida 34238 (7)

LKL Family Partnership(8)                5,500,000         13.8
10900 Wilshire Boulevard
Los Angeles, California 90024

Imran Husain(9)                          1,000,000          2.5
233 Wilshire Boulevard
Suite 930
Santa Monica, California 90401

Hamid Kabani(10)                            77,260          0.2
233 Wilshire Boulevard
Suite 930
Santa Monica, California 90401

Akhee Rahman(11)                                 0          0.0
233 Wilshire Boulevard
Suite 930
Santa Monica, California 90401

All directors and officers as a         18,650,000         46.7
group (12)
</TABLE>



(1)  Unless otherwise noted below, we believe that all persons named
     in the table have sole voting and investment power with respect
     to all shares of our common stock beneficially owned by them.
     For purposes hereof, a person is deemed to be the beneficial
     owner of securities that can be acquired by such person within
     60 days from the date hereof upon the exercise of warrants or
     options or the conversion of convertible.   Each beneficial
     owner's percentage ownership is determined by assuming that any
     such warrants, options or convertible securities that are held
     by such person (but not those held by any other person) and
     which are exercisable within 60 days from the date hereof, have
     been exercised.

(2)  Michael P. Brown is one of our directors and is our President
     and Secretary.  Michael P. Brown is the son of Robert E. Brown.
     Michael P. Brown disclaims any beneficial ownership of the
     shares of our common stock owned, beneficially or otherwise, by
     Robert E. Brown.

(3)  Robert E. Brown is one of our directors and is our Executive
     Vice President.  Robert E. Brown is the father of Michael P.
     Brown.  Robert E. Brown disclaims any beneficial ownership of
     the shares of our common stock owned, beneficially or
     otherwise, by Michael P. Brown.

(4)  Donald A. Smiley is one of our directors.

(5)  Does not include the shares of our common stock held by Melvin
     Beychok.  Mr. was appointed as a director on March 25, 2002 and
     resigned on March 31, 2002.  At the time of the resignation by
     Mr. Beychok there was no disagreement between Mr. Beychok and
     us in connection with any matter.

(6)  John J. Matteis is our Chief Financial Officer.

(7)  Jerry D. Duling is our Chief Operating Officer.

(8)  LKL Family Partnership is the beneficial owner of more than
     five percent (5%) of our common stock.

(9)  Imran Hussain was our President, Chief Executive Officer and a
     director since January 1999.  Mr. Husain resigned on March 25,
     2002, the date of our acquisition of TeleWrx.  At the time of
     the resignation by Mr. Husain there was no disagreement between
     Mr. Husain and us in connection with any matter.

(10)      Hamid Kabani was our Chief Financial Officer since March
          1, 2000. Mr. Kabani resigned on June 20, 2001.  At the
          time of the resignation by Mr. Kabani there was no
          disagreement between Mr. Kabani and us in connection with
          any matter.

(11)      Akhee Rahman was our Secretary and a director since
          October 2000. Ms. Rahman resigned on February 17, 2001. At
          the time of the resignation by Ms. Rahman there was no
          disagreement between Ms. Rahman and us in connection with
          any matter.

(12)      Does not include the shares of our common stock owned by
          Melvin Beychok, Imran Husain, Hamid Kabani or Akhee Rahman.


Item 12.  Certain Relationships and Related Transactions.

     (a) On November 1, 1999, Imran Husain provided us with the
Credit Line. The Credit Line was in the amount of $250,000 and any
advances taken by us do not accrue interest.  Any amounts drawn by
us under the Credit Line were to be repaid in full on or before
January 1, 2003.  We were advanced $141,000 as of December 31, 1999
and $186,000 as of January 2000.  As of December 31, 2001 the Credit
Line was satisfied in exchange for 1,058,414 shares of our EssTec
stock holdings.

     (b) On May 5, 1999, we entered into a loan agreement with
Verifica.  The loan agreement permitted advances of up to $250,000
and provided for annual interest on any outstanding amounts at the
rate of 7.5% per annum.  Any amounts advance were to be due on April
15, 2002.  The beneficial owner of Verifica is the father of the
Imran Husain. As of December 31, 2000 the amounts outstanding under
the loan agreement were satisfied simultaneously with the settlement
of the Credit Line in exchange for shares of our EssTec stock holdings.

     (c) On January 19, 2000, we executed the "Knightrider Note. The
Knightrider Note was in the amount of $200,000.  As of December 31,
2001 the Knightrider Note was satisfied in exchange for 139,900
shares of our EssTec stock holdings.

     (d) The lease that we entered into with a previously related
party Manhattan West, Inc. was terminated on December 2, 2001.

     (e) Certain shareholders of TeleWrx, Inc. entered in to a
shareholder agreement (the "Shareholder Agreement") dated September
8, 2001.  The shareholders that executed the Shareholder Agreement
and the shares of our common stock received by those shareholders as
a result of our acquisition of TeleWrx are subject to the
Shareholder Agreement.

     (f) TeleWrx entered into a Master Network Marketing Agreement
(the "Master Network Agreement")with T-Wrx Marketing on March 1,
2002.  T-Wrx Marketing was a shareholder of TeleWrx and now owns
1,000,000 shares of our common stock. The entire sales philosophy of
TeleWrx is, currently, dependant upon the Master Network Agreement.
The Master Network Agreement, provides, among other things, for
certain cash compensation, as well as, an option exercisable until
December 31, 2009 to acquire 800,000 shares of stock of TeleWrx at
an exercise price of $2.50 per share. In connection with our
acquisition of TeleWrx, the options owned by T-Wrx Marketing were
converted into options to acquire our common stock on identical
terms and conditions.


Item 13.  Exhibits, List and Reports on Form 8-K.

     (a) Exhibits

     The following is a list of exhibits filed as part of this
annual report on Form 10-KSB. Where so indicated by footnote,
exhibits which were previously filed are incorporated by reference.
For exhibits incorporated by reference, the location of the exhibit
in the previous filing is indicated in parentheses.

EXHIBIT DESCRIPTION
NO.



3.1     Certificate of Incorporation of Mormon Mint, Inc., a
        Utah corporation, dated October 4, 1985 (1)

3.2     Amendment to Articles of Incorporation with the name
        change to Capital Placement Specialists, Inc., dated
        December 4, 1997 (1)

3.3     Amendment to Articles of Incorporation with name change
        to Converge Global, Inc., dated January 28, 1999 (1)

3.4     Bylaws of Converge Global, Inc., dated January 19, 1999
        (1)

3.5     Amendment to Articles of Incorporation of Gearz.com
        with the name change to Digitalmen.com filed on
        December 7, 1999 (1)

9.1     TeleWrx, Inc. Shareholder Agreement (3)

10.1    Sub-Lease Agreement, dated February 1, 1999 (1)

10.2    Acquisition Agreement, dated January 5, 1999 (1)

10.3    Employment Agreement for Imran Husain dated February 1,
        1999 (1)

10.4    Employment Agreement for Samar Khan dated February 1,
        1999 (1)

10.5    1999 Incentive & Nonstatutory Stock Option Plan dated
        January 6, 1999 (1)

10.6    Promissory Note between Converge Global, Inc. and
        Knight rider Investments Ltd., dated January 19, 2000
        (1)

10.7    Debt Conversion Agreement between Converge Global, Inc.
        and EssTec, Inc.,dated December 20, 2000 (2)

10.8    Agreement with T-Wrx Marketing, LLC. (3)

21.1    List of Subsidiaries, filed electronically herewith


__________________________________________

(1) Incorporated by reference from the Registration Statement on
Form 10SB filed by us on February 17, 2000.

(2) Incorporated by reference from the Form 10KSB filed by us on
April 16, 2001.

(3) Incorporated by reference from the Form 8K filed by us on April
8, 2001 and incorporated herein by reference.


     (b) Reports on Form 8-K

     On April 8, 2002, we filed a Form 8-K, which reported Items 1,
2, and 5.


<PAGE>

                              SIGNATURES

     In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                              CONVERGE GLOBAL, INC.



Date: 04/15/02                     By: /s/ Michael P. Brown

                              ___________________________________
                              Michael P. Brown, President


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


<TABLE>
<S>                  <C>                   <C>
      Signature              Title                  Date

/s/Michael P. Brown  President, Director   April 15, 2002
                     and chief executive
Michael P. Brown     officer

/s/Robert E. Brown   Executive Vice        April 15, 2002
                     President and
Robert E. Brown      Director

/s/John J. Matteis   principal financial   April 15, 2002
                     and accounting
John J. Matteis      officer

/s/Donald A. Smiley  Director              April 15, 2002

Donald A. Smiley
</TABLE>


<PAGE>


INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                            <C>
Report of Independent Public Accountants       F-1

Consolidated Balance Sheet                     F-2

Consolidated Statement of Operations           F-3

Consolidated Statement of Changes in           F-4
Stockholders' Equity

Statement of Cash Flows                        F-5

Notes to Financial Statements                  F-6
</TABLE>


<PAGE>


                                 F-1
                     INDEPENDENT AUDITOR'S REPORT

                Converge Global, Inc. and Subsidiaries
                   (A Development Stage Enterprise)
                           FINANCIAL AUDIT
                          FOR THE YEAR ENDED
                   December 31, 2001, 2000, & 1999


PREPARED BY:
Beutel Accountancy Corporation
Certified Public Accountants
30423 Canwood Street, Suite 112
Agoura Hills, CA  91301


INDEPENDENT AUDITORS' REPORT

Board of Directors
Converge Global, Inc, & Subsidiaries.
Santa Monica, CA

We have audited the accompanying consolidated balance sheets of
Converge Global, Inc, & Subsidiaries as of December 31, 2001 and
December 31, 2000 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year then
ended.   These consolidated financial statements are the
responsibility of the Corporation's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.  The financial statements of Converge Global, Inc. as of
December 31,1999 were audited by other auditors, whose report, dated
March 30, 2000 expressed an unqualified opinion on those statements


We conducted our audits in accordance with generally accepted
auditing standards.  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 financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating an overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Converge Global, Inc, & Subsidiaries as of December 31,
2001 and the results of their operations and their cash flows for
the year then  ended. in accordance with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 1 to the financial statements, the Company has suffered
recurring losses from operations and has not obtained a working
capital line of credit that raises substantial doubt about the
ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 1.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.




Beutel Accountancy Corporation
An Accountancy Corporation

April 11, 2001


<PAGE>


                                 F-2

                CONVERGE GLOBAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                     DECEMBER 31, 2001 and 2000*

<TABLE>
<S>                                 <C>            <C>
                                         2001           2000

ASSETS



Current assets:

Cash                                        $10,918       $11,817

Website Development less                     50,000       225,000
accumulated ammortization (See
Note 6)

Property and Equipment less                  17,146        23,069
accumulated depreciation (See Note
7)

                                       ------------  ------------

Total assets                                $78,064      $259,886

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

LIABILITIES AND STOCKHOLDERS'
EQUITY



Current liabilities:

Accounts Payable                            $18,250           $ -

Accrued Expenses (See Note 10)                    -       220,245

Loans Payable (See Note 1 & 11)                   -       116,553

                                       ------------  ------------

Total Liabilities                            18,250       336,798

                                       ------------  ------------

Minority Interest                           257,266       257,266



Stockholders' equity:

Common stock $.001 par value;                39,940         8,918
shares authorized 50,000,000issued
and outstanding 39,940,430 for
2001 and 8,918,000 for 2000

Common stock subscriptions                  (2,000)       (2,000)
recievable

Paid-in capital                             783,923       361,132

Retained earnings (deficit)             (1,019,314)     (702,228)

                                       ------------  ------------

Total stockholders' equity                (197,451)     (334,178)

                                       ------------  ------------

Total liabilities and                       $78,065      $259,886
stockholders' equity

                                       ============  ============
</TABLE>


*See accompanying notes to the financial statements.


<PAGE>


                                 F-3

                        CONVERGE GLOBAL, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 and 1999*


<TABLE>
<S>                    <C>         <C>         <C>
                           2001        2000        1999



Revenues (Notes 4 and           $ -    $181,911       $5,870
10)

                        ----------- -----------  -----------

Operating Expenses          317,605   1,859,981      614,468

                        ----------- -----------

Loss from Operations      (317,605) (1,678,070)    (608,598)



Gain on sale of                   -   1,571,227            -
subsidiary stock to
pay Loans Payable



Interest Expense              (519)      14,063        9,688
(Income)

                        ----------- -----------  -----------

(Loss) before Income      (317,086)   (120,906)    (618,286)
Taxes



Income Taxes                      -         800          800



Minority Loss                     -     182,734            -
allocation



Equity in losses of               -           -       30,000
Medcom Network, Inc.

                        ----------- -----------  -----------

Net income (loss)        $(317,086)     $61,028   $(649,086)

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



Income (Loss) per
share:

Basic and diluted           $(0.01)      $0.01$       (0.12)

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

Number of shares used
in the per share
calculation:

Basic and diluted        39,940,430   8,918,100    5,629,050

                        =========== ===========  ===========
</TABLE>

*See accompanying notes to the financial statements.


<PAGE>

                                 F-4

                        CONVERGE GLOBAL, INC.
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
         FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 and 1999




<TABLE>
<S>             <C>                                   <C>
                Common Stock
                -----------------------------
</TABLE>

<TABLE>
<S>             <C>             <C>       <C>         <C>        <C>         <C>             <C>
                Number of         Amount              Treas-ury  Paid-In     Retained            Total
                Shares           -------  Subscrip-tionsStock    Capital     Earnings        Stock-holders'
                  -----------             Receiv-ablesAmount       --------    -----------   Equity
                                            --------    -------                                ----------

Balance,               2,340,100    $2,340         $ -        $ -    $111,830      $(114,170)            $ -
December 31,
1998

Contribu-tions       (2,340,100)                          (2,340)                                    (2,340)
of shares to
treasury stock

Distribution           2,340,100                            2,340                                      2,340
of Shares from
treasury stock

Net issuance              78,000        78                                702                            780
of common
shares for
services

Issuance of                                                            18,000                         18,000
options under
stock option
plan

Exercise of            2,000,000     2,000     (2,000)                                                     -
employee stock
options

Issuance of            2,500,000     2,500                             22,500                         25,000
common stock
during private
placements

Exercise of            2,000,000     2,000                            198,000                        200,000
common stock
options

Capital                                                                10,100                         10,100
Contribution

Net loss for                                                                        (649,086)      (649,086)
the year ended
December 31,
1999

                     -----------   -------    --------    -------    --------    ------------     ----------

Balance,               8,918,100     8,918     (2,000)          -     361,132       (763,256)      (395,206)
December 31,
1999

Issuance of                    -         -           -          -           -               -              -
shares

Net loss for                                                                           61,028         61,028
the year ended
December 31,
2000

                     -----------   -------    --------    -------    --------    ------------     ----------

Balance,               8,918,100     8,918     (2,000)          -     361,132       (702,228)      (334,178)
December 31,
2000

Issuance of           31,022,330    31,022           -          -     422,791               -              -
shares

Net loss for                                                                        (317,086)      (317,086)
the year ended
December 31,
2001

                     -----------   -------    --------    -------    --------    ------------     ----------

Balance,              39,940,430   $39,940    $(2,000)        $ -    $783,923    $(1,019,314)     $(651,264)
December 31,
2001

                     ===========   =======    ========    =======    ========    ============     ==========
</TABLE>


*See accompanying notes to the financial statements.



<PAGE>

                                 F-5

                        CONVERGE GLOBAL, INC.
                       STATEMENT OF CASH FLOWS
         FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 and 1999


<TABLE>
<S>                                     <C>           <C>         <C>
                                        2001          2000        1999

Cash flows from operating activities:

Net income (loss)                           $(317,086)     $61,028  $(649,086)



Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:

Depreciation and ammortization                 180,923      58,246       3,348

Services in exchange for common stock                            -         780

Loss on investment                                               -      30,000

Issuance of options under stock option                           -      18,000
plan

Increase (Decrease) in accounts payable         18,250

Increase (Decrease) in accrued expenses      (220,245)     (5,208)     225,453

Minority Interest                                          257,266

                                            ----------  ----------  ----------

Net cash (used in) operating activities      (338,158)     371,332   (371,505)

                                            ----------  ----------  ----------

Cash flows used for investing
activities:

(Payments) to acquire property and                       (114,230)    (22,133)
equipment

Disposal of property and equipment                          96,700

Investment in Medcom Network, Inc.                               -    (30,000)

Investment in Website development                         (70,000)   (200,000)

                                            ----------  ----------  ----------

Net cash provided by (used in)                       -    (87,530)   (252,133)
investing activities

                                            ----------  ----------  ----------

Cash flows from financing activities:

Proceeds (repayment) of note payables        (116,553)   (274,447)     391,000

Proceeds from issuance of common stock         453,813           -     235,100
and paid in capital

                                            ----------  ----------  ----------

Net cash provided by (used in)                 337,260   (274,447)     626,100
financing activities

                                            ----------  ----------  ----------

Net increase (decrease) in cash and              (898)       9,355       2,462
cash equivalents

Cash and cash equivalents at beginning          11,817       2,462          -
of year

                                            ----------  ----------  ----------

Cash and cash equivalents at end of            $10,919     $11,817      $2,462
year

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

Supplemental disclosure of cash flow
information:

Interest paid                                   $(519)     $14,063      $9,688

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

Income taxes paid                                   $-          $-          $-

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

Supplemental disclosure of non-cash
investing and financing activities:

Services rendered in exchange for                   $-          $-        $780
common stock

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

Issuance of options under stock option              $-          $-     $18,000
plan

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

Exercise of options under stock option        $-             $-         $2,001
plan

                                        ========     ==========     ==========
</TABLE>


*See accompanying notes to the financial statements.



<PAGE>


F-6
CONVERGE GLOBAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000 AND 1999


Note 1

The Company

The Company was organized October 4, 1985, under the laws of the
State of Utah, as Mormon Mint, Inc.  The Company was inactive for
approximately 10 years.  On December 4, 1997, the Company changed
its name from Mormon Mint, Inc. to Capital Placement Specialists,
Inc. Pursuant to an acquisition agreement, dated January 5, 2000;
Bekam Investments, Ltd. ("Bekam") acquired one hundred percent
(100%) of the common shares of the Company at that time; or
2,340,100 shares.  Bekam subsequently spun off the Company by
contributing the shares to the treasury of the Company for
redistribution to selected investors of Bekam.  The Company then
changed its name to Converge Global, Inc.

Principles of Consolidation:

The accompanying financial statements include the accounts of
Converge Global, Inc. (the "Parent"), and its subsidiaries,
Digitalmen.com, Inc., Essential Tec, Inc. and LiquidationBid.com,
Inc.  All significant inter-company accounts and transactions have
been eliminated in consolidation.

<TABLE>
<S>             <C>         <C>
Subsidiary      Percent of  Description
                ownership

                84.24%      Digitalmen.com, Inc. (formerly
Digitalmen.com,             Gearz.com, Inc.) was formed on
Inc.                        February 5, 1999 in the State of
                            California.  During the period
                            ended September 30, 2000,
                            Digitalmen.com, Inc. commenced
                            three Private Placement Offerings,
                            which are exempt from registration
                            under Regulation D of The
                            Securities Act of 1933.  Total
                            proceeds raised during the period
                            amounted to $440,000 and is
                            ongoing.  The offering terms are as
                            follows:

                            a.  1,000,000 shares of
                            Digitalmen.com, Inc.'s restricted
                            common stock at $0.50 per share.

                            b.  1,000,000 warrants of
                            Digitalmen.com at $0.30 per warrant
                            which maybe exercised at $2.50 per
                            share to acquire one share of
                            common stock for each warrant.

                            c.  1,000,000 shares of
                            Digitalmen.com, Inc.'s restricted
                            common stock at $3.50 per share.
</TABLE>


GOING CONCERN

The Company's consolidated financial statements are prepared using
the 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.  The
Company has no current source of revenue.  Without realization of
additional capital, it would be unlikely for the Company to continue
as a going concern.  This factor raises substantial doubt about the
Company's ability to continue as a going concern.  Management
recognizes that the Company must generate additional resources to
enable it to continue operations.  The Company intends to begin
recognizing significant revenue during the year 2001.  Management's
plans also include the sale of additional equity securities.
However, no assurance can be given that the Company will be
successful in raising additional capital. Further, there can be no
assurance, assuming the Company successfully raises additional
equity, that the Company will achieve profitability or positive cash
flow.  If management is unable to raise additional capital and
expected significant revenues do not result in positive cash flow,
the Company will not be able to meet its obligations and will have
to cease operations.

INVESTMENT IN MEDCOM NETWORK, INC.:

On June 15, 1999, the Company purchased 20% of the outstanding
shares of an unrelated startup company, Medcom Network, Inc. for
$30,000. The purchase included a six-month anti-dilution provision
and an agreement not to sell the shares for a period of one year or
until the shares are registered with the United States Securities
and Exchange Commission. This investment is being accounted for
using the equity method. Medcom Network, Inc. was incorporated on
June 11, 1999 and does not expect to recognize revenue until year
2000. As of December 31, 1999, Medcom Network, Inc. had no sales,
cost of sales or gross profit, resulting in a loss from continuing
operations and net loss. The Company's share of the investee's net
loss is reflected in the accompanying financial statements and
accordingly, this investment is recorded at no value as required by
the equity method of accounting.

Note 2

BUSINESS ACTIVITY:

The Company, a development stage company, plans to provide in-depth
and unique e-commerce solutions with specific emphasis on audio and
video delivery over the Internet. The Company also plans to design
and develop web sites in exchange for fees from its customers.

Note 3

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, cash equivalents
include all highly liquid debt instruments with original maturities
of three months or less which are not securing any corporate
obligations.

Note 4

REVENUE RECOGNITION:

The Company recognizes website design and development revenue upon
delivery of the product.

Note 5

USE OF ESTIMATES:

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

Note 6

WEBSITE TECHNOLOGY:

Website technology is stated at cost. Expenditures for maintenance
and repairs are expensed when incurred; additions, renewals and
betterments are capitalized. Amortization is computed using the
straight-line method over the estimated useful life of the asset (3
years). The Company is accounting for Website Technology costs under
the capitalization criteria of Statement of Position 98-1
"Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use." There was no amortization for the year ended
December 31, 1999. Amortization began as of the date of the Website
was operational which was July 1, 2000.

A summary at December 31, 2001 is as follows:

<TABLE>
<S>                             <C>
Website Development Cost           $270,000

Amortization                        175,000

                                   --------

                                   $225,000

                                   ========
</TABLE>

Note 7

PROPERTY AND EQUIPMENT:

Property and equipment are stated at cost. Expenditures for
maintenance and repairs are charged to earnings as incurred;
additions, renewals and betterments are capitalized. When property
and equipment are retired or otherwise disposed of, the related cost
and accumulated depreciation are removed from the respective
accounts, and any gain or loss is included in operations.
Depreciation is computed using the straight-line method over the
estimated useful lives of the assets.

Depreciation expense for the year ended December 31, 2001, 2000, and
1999 amounted to $6,883, $12,619 and $3,348.

A summary at December 31, 2001 is as follows:

<TABLE>
<S>                             <C>
Computer and office equipment       $36,314

Less accumulated depreciation        22,850

                                    -------

                                    $13,464

                                    =======
</TABLE>


Note 8

INCOME TAXES:

The Company uses the liability method of accounting for income taxes
pursuant to SFAS No. 109, "Accounting for Income Taxes." Deferred
income tax assets result from temporary differences when certain
amounts are deducted for financial statement purposes and when they
are deducted for income tax purposes. The principal temporary
difference is the net operating loss carry forward, which amounted
to approximately $1,000,000 and $700,000 at December 31, 2001 and
2000, respectively. A deferred tax asset has been provided and is
completely offset by a valuation allowance because its utilization
does not appear to be reasonably assured. On January 5, 2000, there
was a 100% change in the control and ownership of the Company. As a
result of this change in control, there are significant limitations
on the utilization of the net operating loss carryforwards through
December 31, 1999. Federal net operating loss carry forward starts
to expire on December 31, 2018 and California state net operating
loss carry forward starts to expire on December 31, 2003.

Note 9

NET LOSS PER SHARE:

The Company computes net loss per share following SFAS No. 128,
"Earnings Per Share". Under the provisions of SFAS No. 128, basic
net income (loss) per share is computed by dividing the net income
(loss) available to common shareholders for the period by the
weighted average number of common shares outstanding during the
period. Diluted net income (loss) per share is computed by dividing
the net income (loss) for the period by the weighted average number
of common and common equivalent shares outstanding during the
period. Common equivalent shares are not included in the computation
of diluted loss per share for the periods presented because the
effect would be anti-dilutive.

Note 10

A summary at December 31, 2000 is as follows:

<TABLE>
<S>                                     <C>
Accrued payroll and related taxes            $127,900

Accrued professional fees                      53,996

Checkbook overdraft                            17,446

Other overhead expenses                        16,423

Accrued interest                                9,688

                                             --------

                                             $225,453

                                             ========
</TABLE>


There were no accrued expenses for the year ended December 31, 2001.
Note 11

LOANS PAYABLE

Loans payable, officer-stockholders are unsecured, non-interest
bearing and due on January 1, 2003. Pursuant to this agreement, the
Company can borrow up to $250,000 at anytime before its due date. As
of December 31, 2000, the Company had borrowed $45,600. All officer
loans payable were settled by exchanging 918,514 shares of Essential
Tech stock.

The note is due to a foreign trust (related through an officer) and
is unsecured. It is due on April 15, 2002 and accrues interest at
7.5% per annum. The note may be extended in one-year increments,
subject to the note holder's approval. Interest expense amounted to
$9,688, and is included in the December 31, 2001, accrued expenses.
The Company settled the note by exchanging 250,000 shares of
Essential Tech's stock at valued at $1.00 per share.

As of the December 20, 2000 the board voted that in order to bring
down there debts they would settle their debts in exchange for
995,772 shares of their Essential Tech stock holdings.  The
remaining debt as of December 31, 2000 was as follows:

<TABLE>
<S>                         <C>
Due to Essential Tech               $70,953

Due to Officers                      45,600

                                   --------

Total Loans Payable                $116,553

                                   ========
</TABLE>


Note 12

Prior to January 5, 1999, the Company neither owned nor leased any
real or personal property. A director provided office space without
charge. Such costs were immaterial to the financial statements and
accordingly, have not been reflected therein. Effective February 1,
1999, the Company entered into a one-year employment agreement with
two of its officers. Pursuant to this agreement, the Company will
compensate each officer $5,000 per month. Adjustments for
compensation and renewal of employment terms are subject to the
Board of Directors' approval. This agreement was renewed as of
February 1, 2000. As of October 2, 2000, one of the officers
resigned thereby terminating any compensation from this agreement
for that officer.

..
Note 13

STOCKHOLDERS' EQUITY:

PRIVATE PLACEMENT OFFERING

The Company commenced a private placement offering under Regulation
D, rule 504 of the Securities Act of 1933, up to the limit of
$1,000,000. During January 1999, the Company raised $25,000 from the
issuance of 2,500,000 shares of common stock at $0.01 per share, to
an investment group. The Company also granted 2,000,000 stock
options to this investment group to purchase additional shares of
common stock at an exercise price of $0.10 per share. During the
year ended December 31, 1999, 2,000,000 options were exercised for
$200,000.

EMPLOYEE STOCK OPTION PLAN

Effective January 6, 1999, the Company adopted a Stock Option Plan
(the "Plan") for its directors, employees and consultants under
which a maximum number of 7,000,000 options maybe granted to
purchase common stock of the Company. The Compensation Committee of
the Board of Directors administers the Plan, selects recipients to
whom options are granted and determines the number of shares to be
awarded. Options granted under the Plan are exercisable at a price
determined by the Compensation Committee at the time of grant, but
in no event less than fair market value. The number and weighted
average exercise price of options granted under the Employee Stock
Option Plan, for the year ended December 31, 1999 are as follows:

<TABLE>
<S>                                 <C>               <C>
                                    Weighted Average
                                      Exercise Price    Shares
                                     ----------------   ------

Outstanding at beginning of period                   -        $ -

Outstanding at end of period                         -          -

Exercisable at end of period                         -          -

Granted during period                        2,000,000       .001

Exercised during period                      2,000,000      $.001


</TABLE>

The holders of these stock options have executed agreements to
exercise these options; however, no cash was received to date.
Accordingly, the $2,000 due for the 2,000,000 shares has been
presented on the accompanying balance sheet as common stock
receivable at December 31, 1999. The Company has elected to follow
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" (APB 25) and related interpretations in
accounting for its employee stock options because the alternative
fair value accounting provided for under FASB Statement No. 123,
"Accounting for Stock-Based Compensation," requires use of option
valuation models that were not developed for use in valuing employee
stock options. Accordingly, $18,000 has been recognized as
compensation expense relating to the options granted during the year
ended December 31, 1999. Pro forma information regarding the effect
on operations is required by SFAS 123, and has been determined as if
the Company had accounted for its employee stock options under the
fair value method of that statement. Pro forma information using the
Black-Scholes method at the date of grant based on the following
assumptions:

<TABLE>
<S>                             <C>
Expected life                   1 month

Risk-free interest rate         6.00% Dividend

Yield                           -

Volatility                      100%
</TABLE>

This option valuation model requires input of highly subjective
assumptions. Because the Company's employee stock options have
characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect

the fair value estimate, in management's opinion, the existing model
does not necessarily provide a reliable single measure of fair value
of its employee stock options. For purposes of proforma disclosures,
the estimated fair value of the options is amortized to expense over
the option's vesting period. The Company's proforma information is
as follows:

<TABLE>
<S>                                          <C>
                                             December 31, 1999

Net loss, as reported                                  $(649,086)

Proforma net loss                                      $(653,086)

Basic and diluted historical net loss per                 $(0.08)
share

Proforma basic and diluted net loss per                   $(0.08)
share
</TABLE>

COMMON STOCK On October 15, 1997, the Company effected a 10:1
reverse split of its common stock, thus decreasing the number of
outstanding common stock shares from 23,401,000 shares to 2,340,100
shares. All share and per share data in the financial statements
reflect the reverse split for all periods presented.

SHARES ISSUED IN EXCHANGE FOR SERVICES Shares issued in exchange for
services were valued at the cost of the services rendered, which was
the most readily determinable at that time.

Note 14

Subsequent Event

On March 22, 2002, the Company acquired TeleWrx, Inc., for
31,900,000 shares of Converge Global Stock. TeleWrx, Inc. became a
wholly owned subsidiary of Converge Global.  TeleWrx, Inc is a
communications company specializing in the sales and marketing of
telecommunications products and services through the utilization or
network marketing.