THIS DOCUMENT IS A COPY OF THE FORM 10-KSB FILED ON MARCH 30, 2000
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON,  D.C.  20549
                                                         OMB APPROVAL
                                              OMB  Number:  3235-0420
                                             Expires:  May  31,  2000
                                           Estimated  average  burden
                                        hours  per  response  3225.00
                                        -----------------------------

                                   FORM 10-KSB
(Mark  One)
[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
     For  the  fiscal  year  ended  December  31,  1999
                                    -------------------
[ }    TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF  1934

     For  the  transition  period  from          to

     Commission  file  number

                               GLOBALNETCARE, INC.
                               -------------------
                 (Name of small business issuer in its charter)

   FLORIDA                                                            980215778
   -------                                                            ---------
(State or other jurisdiction of incorporation or organization)          (I.R.S.
                                                   Employer Identification No.)

                         SUITE 950 - 2000 MCGILL COLLEGE
                    MONTREAL, QUEBEC, CANADA                 H3A 3H3
                    ------------------------                 -------
          (Address of principal executive offices)          (Zip Code)

Issuer's  telephone  number  (877)  288-4909

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

     Title of each class          Name of each exchange on which registered
           N/A                               N/A
           ---                               ---

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

                         COMMON STOCK, PAR VALUE $0.001
                         ------------------------------
                                (Title of class)

POTENTIAL  PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN  THIS  FORM  ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID  OMB  CONTROL  NUMBER.

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

<PAGE>

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

     State  issuer's  revenues  for  its  most  recent  fiscal  year:  $620

     State 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  specified date within the past 60 days.  (See definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)

9,106,627  common  shares  @$0.6355(1)=  $5,696,195
---------------------------------------------------

(1)  Average  of  the  bid  and  average  closing  prices  on  March  22,  2000.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date.

15,973,127  common  shares, par value $0.001, issued and outstanding as at
March 22,  2000
--------------------------------------------------------------------------------

     Transitional Small Business Disclosure Format (Check one):  Yes [ ]No [X]

<PAGE>

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

Introduction

GlobalNetCare,  Inc.  (hereinafter  referred  to  as  the  "Company"  or
"GlobalNetCare")  operates  "GlobalNetCare.com", a health care oriented internet
website  that  provides medical information to both healthcare professionals and
individuals.  The  Company's  corporate  offices  are  located at GlobalNetCare,
Inc., Suite 950 - 2000 McGill College, Montreal, Quebec  H3A 3H3.  The telephone
number  is  (877)  288-4909  and  the facsimile number is (514) 288-6309.  As of
April  1, 2000, the Company's corporate offices will be located at Suite 204, 65
Brunswick,  Dollard  des  Ormeaux, Quebec, Canada.  The telephone number will be
(514)  421-2294  and  the  facsimile  number  will  be  (514)  421-6760.

The  Company's  consolidated  financial  statements  are stated in United States
Dollars  (US$)  and  are  prepared  in  accordance  with United States Generally
Accepted  Accounting  Principles.

In  this  Annual  Statement,  unless otherwise specified, all dollar amounts are
expressed  in  United States Dollars.  Herein, all references to "CDN$" refer to
Canadian  Dollars  and all references to common shares refer to common shares in
the  capital  stock  of  the  Company.

Business  Development  of  Issuer  During  Last  Three  Years

GlobalNetCare,  Inc.  was incorporated under the laws of the State of Florida on
October 30, 1980 under the name "C.N.W. Corp." but was inactive and was not kept
in  good  standing  with  the  Florida  Department  of  State.  The  Company was
reinstated  as  active  by the Florida Department of State on July 21, 1998.  On
July 21, 1998, the name of the Company was changed to "C.N.W. of Orlando, Inc.".
On  January  14,  1999, the Company's name was changed to "GlobalNetCare, Inc.".
On  July  21,  1998,  the Company filed restated Articles of Incorporation which
increased  its  authorized capital from 1,000 common shares to 50,000,000 common
shares, changed the par value of its common shares from $1.00 to $0.001 and also
forward  split  its  common  shares  1,000  to  1.  After  the  stock split, the
Company's  issued  and  outstanding  common  shares  increased  from  1,000  to
1,000,000.  On  March  17,  2000,  the  directors  of  the  Company  approved  a
resolution  increasing  the  Company's authorized capital from 50,000,000 common
shares  to  100,000,000  common shares.  The Company is in the process of filing
its  restated  Articles  of  Incorporation  with  the  State  of  Florida.

The  Company has one wholly owned subsidiary, 3423336 Canada Ltd. ("3423336"), a
corporation  formed  under  the  federal  laws of Canada on February 3, 1998 and
registered  as  an extra-provincial company in Quebec on November 23, 1998.  The
directors  and  officers  of 3423336 are Harvey Lalach (Director and President),
Nick  Pedafronimos (Director and Secretary) and Patrick Power (Director), all of
whom  are  also  officers  and/or  directors  of  the  Company.

Business  of  the  Company

The  Company currently offers health and medical information via its information
website,  GlobalNetCare.com  (the  "Website").  The  Website consists of several
"Virtual  Medical  Centers"  that  provide  health care professionals and people
seeking  information  with  an  easy-to-use,  interactive experience designed to
address  their  subjects  of  concern  and  to create individual virtual medical
records.

Despite the efforts of the Company's management, the Website did not attract the
number  of users or advertisers the Company anticipated, and accordingly did not
generate the revenue required for the continued operation and maintenance of the
Website.  The Website has not been updated since October, 1999.  The anticipated
plans  and  operation  of  the Company, as described in its Form 10-SB (amended)
have  not  and  will  not  be  achieved  or  further

<PAGE>

pursued  further  by  the  Company.  Due to its inability to generate sufficient
revenues  to continue operations, the Company has decided to seek and identify a
different  line  of business.  To date, the Company has not effected a change of
business,  and  continues  to  operate  the  Website  on  a  scaled  down basis.

Virtual  Medical  Centers

Since  the  Company  filed  its  10-SB (amended) on October 19, 1999, it has not
added  any further Virtual Medical Centres (the "Virtual Medical Centres" or the
"VMCs")  to  the  Website,  as  revenues  predicted  in  connection with various
activities  on  the Website were not realized.  As the revenue streams failed to
materialize,  a  strain  was put upon the Company's cash flow; and, as a result,
the  Company  decided to halt further development of the Virtual Medical Centres
and the Website.  In addition, none of the existing VMCs have been updated since
the  Company  filed  its 10-SB (amended) on October 19, 1999.  At this time, Dr.
George  Tsoukas  and  Dr.  David  Mulder  continue to oversee the content of the
Virtual  Medical  Centres.

Doctor  and  Senior  Doctor  Consultations

As  a  result  of  the Company's inability to generate any revenue in connection
with  the operation of the Website, it was unable to offer its Doctor and Senior
Doctor  Consultation  service,  which  was originally scheduled to begin on-line
consultations in the fall of 1999.  The Company did not hire any doctors for the
Doctor  and  Senior  Doctor  Consultation  service due to its lack of cash flow.
Virtual  Surgical  Centre

The  Virtual  Surgical  Centre, which was under development in the fall of 1999,
was  not  completed,  and  the  Company  does  not  anticipate  that  it will be
completed.

Doctor  Directory

The  Doctor Directory was last updated in February, 2000.  As of March 10, 2000,
the  Doctor Directory had approximately 75 doctors and continues to operate as a
free  service.  Since  the Doctor Directory did not attract a substantial number
of  listings,  the Company was not able to implement the fee to be listed on the
Doctor  Directory  and  accordingly,  no  revenue  was generated from the Doctor
Directory.

GlobalNetCare  Pharmacy

The  Company  was unable to secure any contracts for the GlobalNetCare Pharmacy,
as  a  result  of  which,  the  Pharmacy  was not implemented and no revenue was
generated.

Product  Pages

The Company was unable to secure any paid advertising by medical related product
manufacturers,  and  therefore the Product Pages, which were anticipated to be a
major  source of the Company's revenue, were not developed.  The Company was not
able to provide direct links to websites of pharmaceutical companies as expected
and  again  no  revenue  was  generated  from  the  service  as  expected.

Research  and  Development

Since  October,  1999,  the  Company  has  expended approximately $100,000 in an
effort  to  add two Virtual Medical Centres to the existing VMCs on the Website.
The  Company  does  not anticipate that it will expend further money on research
and  development  in  order  to  add  further  VMC's  to  the  Website.

<PAGE>

Employees

As  of  March  22,  2000,  the  Company  had  2 part-time employees, including a
nutritionist and an investor relations specialist.  Both employees are currently
searching  for  employment  elsewhere  and  the  Company  anticipates  that both
employees  will  no  longer  be  employed  after  March  31,  2000.

Risk  Factors

Much of the information included in this Annual Report includes or is based upon
estimates,  projections  or  other  "forward-looking  statements".  Such forward
looking  statements include any projections or estimates made by the Company and
its  management  in  connection  with  its  business  operations.  While  these
forward-looking  statements,  and any assumptions upon which they are based, are
made  in  good  faith  and  reflect the Company's current judgment regarding the
direction  of  its  business,  actual results will almost always vary, sometimes
materially,  from any estimates, predictions, projections, assumptions, or other
future  performance  suggested  herein.  The Company undertakes no obligation to
update  forward-looking  statements to reflect events or circumstances occurring
after  the  date  of  such  statements.

Such  estimates,  projections  or  other  "forward-looking  statements"  involve
various  risks  and  uncertainties  as outlined below.  The Company cautions the
readers  that  important factors in some cases have affected and, in the future,
could  materially  affect  actual  results  and  cause  actual results to differ
materially  from  the  results  expressed  in any such estimates, projections or
other  "forward-looking  statements".  Readers  should  carefully  consider  the
following  factors in evaluating the Company, its business and any investment in
the  Company.

Penny  Stock  Rules

The Company's common shares are subject to rules promulgated by the SEC relating
to  "penny  stocks",  which  apply to companies whose shares are not traded on a
national  stock  exchange  or on the NASDAQ system, trade at less than $5.00 per
share,  or who do not meet certain other financial requirements specified by the
SEC.  These  rules require brokers who sell "penny stocks" to persons other than
established  customers  and  "accredited  investors"  to  complete  certain
documentation,  make  suitability  inquiries of investors, and provide investors
with  certain  information  concerning  the  risks  of trading in the such penny
stocks.  These  rules  may discourage or restrict the ability of brokers to sell
the  Company's  common  shares  and  may  affect  the  secondary  market for the
Company's  common shares. These rules could also hamper the Company's ability to
raise  funds  in  the  primary  market  for  the  Company's  common  shares.

Limited  Operating  History

The  Company  initiated  its  operations  in  January,  1999,  and  was  largely
unsuccessful  in  its  endeavor  to  become  a  leading  provider of medical and
health-related  information via the Internet.  As a result of the Company's lack
of  success  generally  and to its inability to generate revenues, management of
the Company has determined that it is in the Company's best interest to pursue a
new  line  of  business  (see Item 6 Plan of Operation).  As such, the Company's
prospects  must be considered in light of the risks, uncertainties, expenses and
difficulties  frequently  encountered  by  companies  seeking  to  identify  and
capitalize  on  a  new  business  opportunity.

History  of  Losses

The  Company has not achieved profitability and expects to continue to incur net
losses  for the foreseeable future and may never become profitable.  The Company
has  incurred  net  losses  of  approximately  $2.8  million  for the year ended
December  31,  1999.

The  Company's  ability  to generate any or significant revenues as it currently
operates  has  proved to be unrealistic and impossible.  The Company's short and
long-term  prospects  depend  upon  its  ability to select and secure a suitable
business  opportunity.  In  order for the Company to make a profit, it will need
to successfully acquire a new business opportunity in order to generate revenues
in  an  amount  sufficient  to  cover  any  and all future costs and expenses in
connection  with  any such business opportunity.  Even if it becomes profitable,
the  Company  may  not  sustain or increase its profits on a quarterly or annual
basis  in  the  future.

<PAGE>

Limited  History  or  Revenue  and  Minimal  Assets

The  Company  has  a  limited operating history and has generated no revenues or
earnings from its operations as a provider of health and medical information via
the  Website.  The Company has no significant assets or financial resources, and
will,  in  all  likelihood,  sustain  operating  expenses  without corresponding
revenues,  at  least  until  it  completes  a  business combination or acquire a
business  opportunity.  This may result in the Company incurring a net operating
loss  which  will  increase  continuously until the Company completes a business
combination  or  acquire  a business opportunity that can generate revenues that
result  in  a net profit to the Company.  There is no assurance that the Company
will identify a suitable business opportunity or complete a business combination

Speculative  Nature  of  Company's  Proposed  Operations

The  success  of the Company's proposed plan of operation will depend to a great
extent  on the operations, financial condition, and management of any identified
business  opportunity.  While  management intends to seek business opportunities
and/or  business  combinations  with  entities  having  established  operating
histories,  there  is  no  assurance  that  the Company will successfully locate
business  opportunities  meeting  such  criteria.  In the event that the Company
completes  a  business combination or otherwise acquires a business opportunity,
the  success of the Company's operations may be dependent upon management of the
successor  firm  or  venture  partner firm, together with numerous other factors
beyond  the  Company's  control.

Scarcity  of  and  Competition  for  Business  Opportunities  and  Combinations
The  Company  is,  and  will continue to be, an insignificant participant in the
business  of  seeking mergers and joint ventures with, and acquisitions of small
private  entities.  A  large  number  of established and well-financed entities,
including  venture  capital  firms,  are  active  in mergers and acquisitions of
companies  which  may  also  be  desirable  target  candidates  for the Company.
Virtually  all  such  entities  have  significantly greater financial resources,
technical  expertise, and managerial capabilities than the Company.  The Company
is, consequently, at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.  Moreover, the
Company  will also compete with numerous other small public companies in seeking
merger  or  acquisition  candidates.

No  Agreement  for  Business  Combination  of Other Transaction/No Standards for
Business  Combination

The  Company  has  no  arrangement,  agreement, or understanding with respect to
engaging  in  a  business  combination with any private entity.  There can be no
assurance  the Company will successfully identify and evaluate suitable business
opportunities  or  conclude  a  business combination.  There is no assurance the
Company  will  be able to negotiate a business combination on terms favorable to
the  Company.  The  Company  has  not established a specific length of operating
history  or  a  specified level of earnings, assets, net worth or other criteria
which  it  will  require  a  target  business  opportunity to have achieved, and
without  which the Company would not consider a business combination in any form
with  such  business  opportunity.  Accordingly,  the  Company  may enter into a
business combination with a business opportunity having no significant operating
history,  losses, limited or no potential for earnings, limited assets, negative
net  worth,  or  other  negative  characteristics.

Continued  Management  Control/Limited  Time  Availability

While  seeking  to  acquire  a  business  opportunity  or  identity  management
anticipates  devoting  up to 100 hours per month to the business of the Company.
The  Company's officers have not entered into written employment agreements with
the Company with respect to its proposed plan of operation, and are not expected
to  do  so in the foreseeable future.  The Company has not obtained key man life
insurance  on  its  officers or directors.  Notwithstanding the combined limited
experience  and  time  commitment  of management, loss of the services of any of
these  individuals  would adversely affect development of the Company's business
and  its  likelihood  of  continuing  operations.

<PAGE>

Reporting  Requirements  May  Delay  or  Preclude  Acquisition
Companies  subject  to  Section  13  of the Securities Exchange Act of 1934 (the
"1934  Act")  must  provide  certain information about significant acquisitions,
including audited financial statements for the company acquired, covering one or
two  years,  depending  on  the  relative size of the acquisition.  The time and
additional  costs  that  may be incurred by some target entities to prepare such
statements  may significantly delay or even preclude the Company from completing
an  otherwise  desirable acquisition.  Acquisition prospects that do not have or
are  unable to obtain the required audited statements may not be appropriate for
acquisition  so  long  as  the  reporting  requirements  of  the  1934  Act  are
applicable.

Lack  of  Market  Research  or  Marketing  Organization

The  Company has not conducted or received results of market research indicating
that  market  demand  exists  for  the transactions contemplated by the Company.
Moreover, the Company does not have, and does not plan to establish, a marketing
organization.  Even  if  there  is  demand  for  a  business  combination  as
contemplated by the Company, there is no assurance the Company will successfully
complete  such  a  transaction.

Lack  of  Diversification

In  all  likelihood, the Company's proposed operations, even if successful, will
result  in  a  business  combination  with  only  one entity.  Consequently, the
resulting  activities  will be limited to that entity's business.  The Company's
inability  to  diversify  its  activities into a number of areas may subject the
Company  to  economic  fluctuations  within  a  particular business or industry,
thereby  increasing  the  risks  associated  with  the  Company's  operations.

Regulation

Although  the  Company  will  be  subject  to  regulation  under  the  1934 Act,
management  believes  the  Company  will  not be subject to regulation under the
Investment  Company  Act  of 1940, insofar as the Company will not be engaged in
the  business  of  investing or trading in securities.  In the event the Company
engages  in  business  combinations  which result in the Company holding passive
investment  interests  in  a number of entities, the Company could be subject to
regulation  under  the  Investment Company Act of 1940, meaning that the Company
would  be required to register as an investment company and could be expected to
incur significant registration and compliance costs. The Company has obtained no
formal  determination  from  the  Securities  and  Exchange Commission as to the
status  of  the  Company  under  the  Investment  Company  Act  of  1940  and,
consequently,  any  violation  of such Act would subject the Company to material
adverse  consequences.

Probable  Change  in  Control  and  Management

A  business  combination  or acquisition of a business opportunity involving the
issuance  of  the  Company's  common  shares  will, in all likelihood, result in
shareholders  of  a  private  company  obtaining  a  controlling interest in the
Company.  Any such business combination or acquisition of a business opportunity
may  require  management  of the Company to sell or transfer all or a portion of
the  Company's  common shares held by them, or resign as members of the Board of
Directors  of the Company.  The resulting change in control of the Company could
result  in  removal of one or more present officers and directors of the Company
and  a  corresponding  reduction in or elimination of their participation in the
future  affairs  of  the  Company.

Reduction  of  Percentage  Share  Ownership  Following  Business  Combination

The  Company's  primary  plan  of  operation  is based upon the acquisition of a
business opportunity or a business combination with a private concern, which, in
all  likelihood,  would  result  in  the  Company  issuing  common  shares  to
shareholders  of  such  private  company.  Issuing  previously  authorized  and
unissued  common  shares  of  the  Company  will reduce the percentage of common
shares  owned  by  present  and  prospective  shareholders,  and a change in the
Company's  control  and/or  management.

<PAGE>

Disadvantages  of  "Blank  Check"  Offerings

The Company may enter into a business combination with an entity that desires to
establish  a public trading market for its shares.  A target company may attempt
to  avoid what it deems to be adverse consequences of undertaking its own public
offering  by  seeking  a  business  combination with the Company.  The perceived
adverse  consequences  may  include,  but are not limited to, time delays of the
registration  process,  significant expenses to be incurred in such an offering,
loss  of  voting  control  to  public  shareholders,  and  the  inability  or
unwillingness  to  comply with various federal and state securities laws enacted
for  the  protection  of  investors.  These  securities laws primarily relate to
registering  securities  and  full  disclosure  of  the  Company's  business,
management,  and  financial  statements.

Taxation

Federal  and  state  tax  consequences  will,  in  all  likelihood,  be  major
considerations  in  any  business  acquisition  or  combination  the Company may
undertake.  Typically,  these  transactions  may  be  structured  to  result  in
tax-free  treatment to both companies, pursuant to various federal and state tax
provisions.  The  Company intends to structure any business combination so as to
minimize  the  federal  and  state  tax consequences to both the Company and the
target  entity.  Management  cannot ensure that a business combination will meet
the  statutory  requirements  for a tax-free reorganization, or that the parties
will  obtain the intended tax-free treatment upon a transfer of common shares or
assets.  A  non-qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.

Requirement  of Audited Financial Statements may Disqualify Business Opportunity
Management  believes  that  any  potential  target  company must provide audited
financial  statements  for  review, and for the protection of all parties to the
business  acquisition  or  combination.  One  or  more  attractive  business
opportunities  may  forego  a business combination with the Company, rather than
incur  the  expenses  associated  with  preparing  audited financial statements.

Blue  Sky  Considerations

Because  the securities registered hereunder have not been registered for resale
under  the  blue  sky laws of any state, and the Company has no current plans to
register or qualify its shares in any state, holders of these shares and persons
who  desire  to  purchase  them  in any trading market that might develop in the
future,  should  be  aware  that  there  may  be  significant  state  blue  sky
restrictions  upon  the  ability  of  new  investors to purchase the securities.
These  restrictions  could reduce the size of any potential market.  As a result
of  recent changes in federal law, non-issuer trading or resale of the Company's
securities  is  exempt  from state registration or qualification requirements in
most  states.  However,  some  states  may  continue  to restrict the trading or
resale of blind-pool or "blank-check" securities.  Accordingly, investors should
consider  any  potential  secondary  market for the Company's securities to be a
limited  one.

ITEM  2.     DESCRIPTION  OF  PROPERTY

The  Company's  principal  executive  and  administrative offices are located at
Suite  950 - 2000 McGill College, Montreal, Quebec  H3A 3H3.  The Company leases
(the  "Lease")  a  5,948 square foot facility through the period ending June 14,
2002  at  a  rental of approximately CDN$3,965 (approximately $2,640) per month,
plus  a  pro-rated  proportion  of  various  operating expenses, utilities, real
estate,  business  and  water  taxes.  This  facility  consists of the Company's
office  and  administration  area  and  houses  all of the Company's operations.
The  Company  anticipates  that  its space under the Lease will be taken over by
Rampart  Securities  on April 1, 2000 pursuant to a sublease (the "Sublease") to
be  executed  by  the  United  Bank  of  Switzerland,  the  Company  and Rampart
Securities.  The  Company  will  have  no  ongoing  liability  under  the Lease;
however, it will become liable should Rampart Securities default under the terms
of  the  Sublease.

As  of April 1, 2000, the Company's principal and administrative offices will be
located  at  Suite  204, 65 Brunswick, Dollard des Ormeaux, Quebec, Canada.  The
Company  will  lease  the premises on a month to month basis at a rate of $1,200
per  month  pursuant  to  a  verbal  agreement.  The new offices will consist of
approximately  500  square  feet  in  two  offices.

<PAGE>

ITEM  3.     LEGAL  PROCEEDINGS

Dr.  Chris  Kokkalis

Dr.  Chris  Kokkalis,  a former director and officer of the Company, commenced a
lawsuit in the Quebec Superior Court on January 31, 2000 (the "Kokkalis Action")
against  Nick Pedafronimos, George Tsoukas and the Company's subsidiary, 3423336
(collectively,  the  "Defendants").  In  his declaration, Chris Kokkalis alleges
that  on  October  29,  1999, he was forced to resign due to a conflict with the
Defendants.  Dr.  Kokkalis further alleges that, pursuant to an agreement, dated
July  4, 1999, he is entitled to the transfer of 200,000 common shares from Nick
Pedafronimos  and  pursuant to an agreement, dated July 16, 1999, he is entitled
to the transfer of 200,000 common shares from George Tsoukas.  He also claims he
is  entitled  to the amount of these shares as at the dates of these agreements.
As  of  March  10,  2000,  the  Kokkalis  Action  is  still  pending.

Dr.  Fontini  Sampalis  and  Dr.  Ronald  Denis

The  Company  anticipates  that legal proceedings may be commenced against it by
Drs.  Sampalis  and  Denis,  with  respect to employment agreements between Drs.
Sampali  and  Denis and the Company (the "Agreements"), although as of March 10,
2000,  no  action  had  been  commenced.  It  is the Company's position that the
Agreements  were  improperly  executed  on the Company's behalf, and that in any
event, neither Dr. Sampalis nor Dr. Denis performed their respective obligations
under  the  Agreements,  thereby relieving the Company of all of its obligations
under  the  Agreements.

The  Company  knows  of  no  other material, active or pending legal proceedings
against  it,  nor  is  the  Company  involved  as  a  plaintiff  in any material
proceeding  or  pending litigation.  There are no other proceedings in which any
director,  officer  of affiliate of the Company, or any registered or beneficial
shareholder  is  an  adverse  party  or  has  a material interest adverse to the
Company.

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

Not  applicable.

                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  Company's  common  shares  trade  in  the  United  States  on  the National
Association  of  Securities  Dealers  Over-the-Counter  Bulletin Board (the "OTC
Bulletin  Board")  with  the  symbol  "GBCR"  and  CUSIP#  37937Q-10-2.

The  table  set  forth  below  lists  the volume of trading and high and low bid
prices  on the OTC Bulletin Board for the Company's common shares since December
9,  1998(1).  The  closing  price  on  March  14,  1999  was  $0.57.

<TABLE>
<CAPTION>

QUARTER ENDED                 VOLUME     HIGH    LOW
<S>                          <C>        <C>     <C>
Period ended March 14, 2000  8,492,000  $0.938  $ 0.25
December 31, 1999 . . . . .  1,604,600  $0.938  $0.313
September 30, 1999. . . . .    895,900  $ 2.25  $ 0.75
June 30, 1999 . . . . . . .  1,061,600  $3.130  $1.500
March 31, 1999. . . . . . .    332,900  $3.375  $2.250
---------------------------  ---------  ------  ------
December 9 to 31, 1998. . .    495,400  $3.875  $2.000
===========================  =========  ======  ======
<FN>

(1)     The  Company's common shares commenced trading on December 9, 1998.  The
quotations  above reflect inter-dealer prices, without retail mark-up, mark-down
or  commission  and  may  not  represent  actual  transactions.
</TABLE>

<PAGE>

The  Company's  common shares are issued in registered form.  Interwest Transfer
Co.  Inc.  (Suite 100, 1981 East 4800 South, Salt Lake City, Utah  84117) is the
registrar  and  transfer  agent  for  the  common  shares.

On March 22, 2000, the shareholders' list for the Company's common shares showed
25  registered  shareholders and 15,973,127 shares outstanding.  The Company has
researched  indirect  holdings registered to the various depository institutions
and  stock  brokerage  firms,  and  estimates  that  there were approximately 25
additional  beneficial  shareholders  at  the  above  date.

The  Company  has  not  declared  any dividends since incorporation and does not
anticipate  that it will do so in the foreseeable future.  Although there are no
restrictions  that  limit  the  ability to pay dividends on the Company's common
shares, the intention of the Company is to retain future earnings for use in its
operations  and  the  expansion  of  its  business.

Recent  Sales  of  Unregistered  Securities

In  the  past  fiscal  year  ended  December  31, 1999, the Company has sold the
following  common  shares  without  registering  such  common  shares  under the
Securities  Act  of  1933:

On  February  9,  1999, the Company sold to Vasiliki Kapantais a total of 82,087
common  shares  for  total cash consideration of $236,000 relying on Rule 504 of
Regulation  D  under  the  Securities  Act  of  1933,  as  amended. This private
placement of shares issued to Mr. Kapantais were issued at a price of $2.875 per
common  share, which was based on the ten day average trading price (for the ten
days  proceeding  the  sale)  of  the  stock  at  that  time.

On  June  25,  1999, the Company sold to Tomlen, a Greek corporation, a total of
115,384  common  shares for total cash consideration of $300,000 relying on Rule
504  of  Regulation  D  under the Securities Act of 1933, as amended. The shares
issued  to  Tomlen  were  issued at a price of $2.60 per common share, which was
based  on  the  ten  day  average trading price (for the ten days proceeding the
sale)  of  the  stock  at  that  time.

On  November  17,  1999,  pursuant  to  an agreement between the Company and Leo
Valkanas  with  respect  to a finders fee, the Company issued 24,908 shares (the
equivalent  to  7.5%  of  the  gross  proceeds  of  all  the above-noted private
placements).  The shares were issued to Mr. Valkanas for a cash value of $64,738
representing  7.5% of $836,500, the gross proceeds of all the private placements
in  which  Mr.  Valkanas  was  involved.  The shares were issued to Mr. Valkanas
relying  on  Regulation  S  under  the  Securities  Act  of  1933,  as  amended.
On November 18, 1999, the Company issued 35,750 common shares to Eve Lowry, at a
price  of  $2.80  per  common  share,  in  consideration of an exclusive license
granted  to  the  Company,  which allows the Company to use certain photographic
slide programs regarding food, nutrition and general health on the Website.  The
shares  were  issued  pursuant  to  Rule  504  of  Regulation D of the 1933 Act.
On December 8, 1999, the Company issued 500,000 common shares to Jimmy Foussekis
at  a  deemed  price  of  $0.56  per  share, pursuant to an employment agreement
between  the  Company  and  Mr.  Foussekis,  dated  November  1,

<PAGE>

1999.  The shares were issued to Mr. Foussekis relying on Regulation S under the
Securities  Act  of  1933,  as  amended.

On  December  8, 1999, the Company issued 500,000 common shares to Harvey Lalach
at  a  deemed  price  of  $0.56  per  share, pursuant to an employment agreement
between  the  Company  and  Mr. Lalach, dated November 1, 1999.  The shares were
issued  to  Mr. Lalach relying on Regulation S under the Securities Act of 1933,
as  amended.

On  February  7,  2000,  the  Company  granted  Mr. Foussekis options to acquire
300,000  common  shares  in the capital stock of the Company at a price of $0.50
per  share,  exercisable  by  Mr.  Foussekis  and  vested in accordance with the
vesting  schedule  specified  in the incentive stock option agreement, up to and
including February 7, 2005.  The Company and Mr. Foussekis have agreed to cancel
these  options.

On  February 7, 2000, the Company granted Harvey Lalach 300,000 common shares in
the  capital  stock of the Company at a price of $0.50 per share, exercisable by
Mr.  Lalach  and vested in accordance with the vesting schedule specified in the
incentive  stock  option  agreement,  up to and including February 7, 2005.  The
Company  and  Mr.  Lalach  have  agreed  to  cancel  these  options.

ITEM  6.     PLAN  OF  OPERATION

PLAN  OF  OPERATION
-------------------

The  Website  did  not attract the number of users and paying advertisers as the
Company  had  anticipated.  As  a  result,  the  Company  failed to generate any
revenues  and,  in  light of the foregoing, has elected to identify and pursue a
new  business  opportunity.

The  Company's plan is to seek, investigate, and if such investigations warrant,
acquire  an  interest  in  one or more business opportunities presented to it by
persons  or  firms  desiring  the  perceived  advantages  of  a  publicly  held
corporation.  At  this  time,  the  Company  has  no  plan, proposal, agreement,
understanding,  or arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business or company for
investigation  and  evaluation.  The Company will not restrict its search to any
specific  business,  industry,  or geographical location, and may participate in
business  ventures  of virtually any kind or nature.  Discussion of the proposed
business  under  this  caption and throughout this Annual Report is purposefully
general  and  is  not  meant  to  restrict  the  Company's  virtually  unlimited
discretion to search for and enter into a business combination.  The Company may
seek  a  business  combination  with  a  firm  which  only  recently  commenced
operations,  or  a developing company in need of additional funds to expand into
new  products  or  markets or seeking to develop a new product or service, or an
established  business  which  may  be  experiencing  financial  or  operating
difficulties  and  needs  additional  capital which is perceived to be easier to
raise  by  a  public  company.  In  some  instances,  a business opportunity may
involve  acquiring or merging with a corporation which does not need substantial
additional  cash  but which desires to establish a public trading market for its
common  stock.  The  Company  may  purchase  assets  and  establish wholly-owned
subsidiaries  in  various  businesses  or  purchase  existing  businesses  as
subsidiaries.

Selecting  a  business opportunity will be complex and extremely risky.  Because
of  general economic conditions, rapid technological advances being made in some
industries,  and  shortages of available capital, management believes that there
are  numerous firms seeking the benefits of a publicly-traded corporation.  Such
perceived  benefits  of  a  publicly  traded  corporation  may  include:
-     facilitating  or  improving the terms on which additional equity financing
may  be  sought;
-     providing  liquidity  for  the  principals  of  a  business;
-     creating a means for providing incentive stock options or similar benefits
to  key  employees;  or
-     providing  liquidity  (subject to restrictions of applicable statutes) for
all  shareholders.

<PAGE>

Potentially  available  business  opportunities  and/or business combination may
occur  in many different industries and at various stages of development, all of
which  will  make  the  task  of  comparative investigation and analysis of such
business  opportunities  extremely  difficult  and  complex.

Management  believes  that  the  Company  may be able to benefit from the use of
"leverage"  to  acquire  a  target  company.  Leveraging  a transaction involves
acquiring  a  business  while  incurring  significant  indebtedness  for a large
percentage  of  the  purchase  price  of  that  business.  Through  leveraged
transactions,  the  Company would be required to use less of its available funds
to  acquire  a  target  company  and, therefore, could commit those funds to the
operations  of  the business, to combinations with other target companies, or to
other  activities.  The  borrowing  involved  in  a  leveraged  transaction will
ordinarily  be secured by the assets of the acquired business.  If that business
is  not  able  to  generate  sufficient  revenues  to  make payments on the debt
incurred  by  the  Company to acquire that business, the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquire  a  business,  may  correspondingly  increase  the  risk  of loss to the
Company.

No  assurance  can be given as to the terms or availability of financing for any
acquisition  of  a  business opportunity or business combination by the Company.
During  periods  when  interest  rates  are  relatively  high,  the  benefits of
leveraging  are  not as great as during periods of lower interest rates, because
the investment in the business held on a leveraged basis will only be profitable
if it generates sufficient revenues to cover the related debt and other costs of
the  financing.  Lenders from which the Company may obtain funds for purposes of
a  leveraged  buy-out  may  impose  restrictions  on  the  future  borrowing,
distribution,  and operating policies of the Company. It is not possible at this
time  to  predict  the  restrictions,  if  any, which lenders may impose, or the
impact  thereof  on  the  Company.

The  Company  has  insufficient  capital  with  which  to  provide the owners of
businesses  significant  cash  or other assets.  Management believes the Company
will  offer  owners  of  businesses  the  opportunity  to  acquire a controlling
ownership  interest  in  a  public company at a substantially lower cost than is
required  to  conduct  an initial public offering.  The owners of the businesses
will,  however,  incur significant post-merger or acquisition registration costs
in  the  event  they  wish  to  register  a  portion  of their common shares for
subsequent  sale.  The  Company will also incur significant legal and accounting
costs  in  connection with the acquisition of a business opportunity or business
combination,  including  the  costs of preparing post-effective amendments, Form
8-Ks, agreements, and related reports and documents.  Nevertheless, the officers
and  directors  of  the  Company  have not conducted market research and are not
aware of statistical data which would support the perceived benefits of a merger
or acquisition transaction for the owners of a businesses.  The Company does not
intend  to make any loans to any prospective merger or acquisition candidates or
to  unaffiliated  third  parties.

The Company will not restrict its search for any specific kind of firms, but may
acquire  a  venture  which  is in its preliminary or development stage, which is
already  in operation, or in essentially any stage of its corporate life.  It is
impossible  to  predict  at  this  time  the status of any business in which the
Company  may  become  engaged, in that such business may need to seek additional
capital, may desire to have its common shares publicly traded, or may seek other
perceived advantages which the Company may offer.  However, the Company does not
intend  to  obtain  funds  in  one  or  more  private  placements to finance the
operation  of  any  acquired business opportunity until such time as the Company
has  successfully  consummated  such  a  merger  or  acquisition.

Sources  of  Opportunities

The  Company  will seek a potential business opportunity from all known sources,
but will rely principally on personal contacts of its officers and directors, as
well  as  indirect associations between them and other business and professional
people.  It  is  not  presently  anticipated  that  the  Company  will  engage
professional  firms  specializing  in  business acquisitions or reorganizations.
Management,  while  not  especially  experienced  in matters relating to the new
business  of the Company, will rely upon their own efforts and, to a much lesser
extent, the efforts of the Company's shareholders, in accomplishing the business
purposes  of the Company.  It is not anticipated that any outside consultants or
advisors,  other  than  the  Company's  legal  counsel  and accountants, will be
utilized  by  the  Company to effectuate its business purposes described herein.
However,  if  the Company does retain such an outside consultant or advisor, any
cash  fee  earned  by  such  party  will  need  to  be  paid  by the prospective
merger/acquisition  candidate,  as  the Company has no cash assets with which to
pay  such  obligation.

<PAGE>

There have been no discussions, understandings, contracts or agreements with any
outside  consultants  and  none are anticipated in the future.  In the past, the
Company's  management  has  never  used  outside  consultants  or  advisors  in
connection  with  a merger or acquisition.  As is customary in the industry, the
Company  may  pay  a  finder's  fee  for the location of an appropriate business
opportunity  or  business  combination.  If  any  such  fee  is paid, it will be
approved  by the Company's Board of Directors and will be in accordance with the
industry  standards.  Such fees are customarily between 1% and 5% of the size of
the  transaction,  based upon a sliding scale of the amount involved.  Such fees
are typically in the range of 5% on a $1,000,000 transaction rateably down to 1%
in  a  $4,000,000  transaction.  Management  has  adopted  a  policy that such a
finder's  fee could, in certain circumstances, be paid to any employee, officer,
director  or 5% shareholder of the Company, if such person plays a material role
in  bringing  a  transaction  to  the  Company.

The  Company  will  not  have  sufficient  funds  to  undertake  any significant
development,  marketing, and manufacturing of any products which may be acquired
instead  of  the  acquisition of a business opportunity or business combination.
Accordingly, if it acquires the rights to a product, rather than entering into a
merger  or  acquisition,  it  most  likely  would  need  to  seek debt or equity
financing  or  obtain  funding  from  third  parties,  in exchange for which the
Company  would  probably  be  required  to  give up a substantial portion of its
interest  in  any acquired product.  There is no assurance that the Company will
be  able  either  to obtain additional financing or to interest third parties in
providing  funding  for  the further development, marketing and manufacturing of
any  products  acquired.

Evaluation  of  Opportunities

The  analysis  of  new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company.  Management intends to
concentrate  on  identifying  prospective  business  opportunities  which may be
brought  to  its  attention  through  present  associations with management.  In
analyzing  prospective  business  opportunities, management will consider, among
other  factors,  such  matters  as:
-     the  available  technical,  financial  and  managerial  resources;
-     working  capital  and  other  financial  requirements;
-     history  of  operation,  if  any;
-     prospects  for  the  future;
-     present  and  expected  competition;
-     the  quality  and experience of management services which may be available
and  the  depth  of  that  management;
-     the  potential  for  further  research,  development  or  exploration;
-     specific  risk  factors  not  now  foreseeable  but  which  then  may  be
anticipated  to  impact  the  proposed  activities  of  the  Company;
-     the  potential  for  growth  or  expansion;
-     the  potential  for  profit;
-     the  perceived  public  recognition or acceptance of products, services or
trades;  and
-     name  identification.

<PAGE>

Management  will  meet  personally with management and key personnel of the firm
sponsoring  the  business  opportunity  as  part of their investigation.  To the
extent  possible,  the  Company  intends to utilize written reports and personal
investigation  to  evaluate  the above factors.  The Company will not acquire or
merge  with  any  company  for  which  audited  financial  statements  cannot be
obtained.

Opportunities in which the Company participates will present certain risks, many
of  which  cannot  be  identified  adequately  prior  to  selecting  a  specific
opportunity.  The  Company's  shareholders must, therefore, depend on management
to  identify  and evaluate such risks.  Promoters of some opportunities may have
been  unable  to  develop  a  going  concern  or  may  present a business in its
development  stage  (in  that it has not generated significant revenues from its
principal business activities prior to the Company's participation).  Even after
the  Company's  participation,  there is a risk that the combined enterprise may
not  become  a  going  concern  or  advance beyond the development stage.  Other
opportunities  may  involve  new  and  untested  products,  processes, or market
strategies  which  may  not  succeed.  Such risks will be assumed by the Company
and,  therefore,  its  shareholders.

The  investigation  of  specific  business  opportunities  and  the negotiation,
drafting,  and execution of relevant agreements, disclosure documents, and other
instruments  will  require  substantial management time and attention as well as
substantial costs for accountants, attorneys, and others.  If a decision is made
not  to participate in a specific business opportunity the costs incurred in the
related  investigation  would  not  be  recoverable.  Furthermore,  even  if  an
agreement  is  reached for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the loss by the Company
of  the  related  costs incurred.  There is the additional risk that the Company
will  not  find a suitable target.  Management does not believe the Company will
generate  revenue  without  finding and completing the acquisition of a suitable
business opportunity or a transaction with a suitable target company. If no such
business  opportunity  target is found, therefore, no return on an investment in
the  Company  will be realized, and there will not, most likely, be a market for
the  Company's  common  shares.

Acquisition  of  Opportunities

In  implementing  a structure for a particular business acquisition, the Company
may  become  a  party to a merger, consolidation, reorganization, joint venture,
franchise,  or  licensing  agreement with another corporation or entity.  It may
also  purchase  stock  or assets of an existing business.  Once a transaction is
complete,  it  is  possible  that the present management and shareholders of the
Company  will  not be in control of the Company.  In addition, a majority or all
of  the  Company's  officers  and  directors  may,  as  part of the terms of the
transaction, resign and be replaced by new officers and directors without a vote
of  the  Company's  shareholders.

It  is  anticipated  that  securities issued in any such reorganization would be
issued  in reliance on exemptions from registration under applicable federal and
state  securities laws.  In some circumstances, however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the  time  the  transaction  is  consummated,  under certain conditions, or at a
specified  time  thereafter.  The  issuance of substantial additional securities
and  their  potential  sale  into  any  trading  market which may develop in the
Company's  common  shares  may  have  a  depressive  effect  on  such  market.

While  the  actual  terms  of  a transaction to which the Company may be a party
cannot  be  predicted,  it  may  be  expected  that  the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free" reorganization under
Sections  368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
"Code").  In  order  to  obtain  tax  free  treatment  under the Code, it may be
necessary  for  the  owners  of  the acquired business to own 80% or more of the
voting  stock  of  the  surviving entity. In such event, the shareholders of the
Company,  would retain less than 20% of the issued and outstanding common shares
of  the  surviving  entity,  which  could  result in significant dilution in the
equity  of  such  shareholders.

As  part  of  the Company's investigation, officers and directors of the Company
may:
-     meet  personally  with  management  and  key  personnel;
-     visit  and  inspect  material  facilities;

<PAGE>

-     obtain  independent  analysis  or  verification  of  certain  information
provided;
-     check  references  of  management  and  key  personnel,  and
-     take  other  reasonable  investigative  measures,  to  the  extent  of the
Company's  limited  financial  resources  and  management  expertise.

The  manner  in  which  the Company participates in an opportunity with a target
company  will  depend on the nature of the opportunity, the respective needs and
desires of the Company and other parties, the management of the opportunity, and
the  relative  negotiating  strength  of  the Company and such other management.
With  respect  to  any mergers or acquisitions, negotiations with target company
management  will be expected to focus on the percentage of the Company which the
target  company's shareholders would acquire in exchange for their shareholdings
in the target company.  Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will, in all likelihood, hold
a  lesser  percentage  ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the  event  the  Company acquires a target company with substantial assets.  Any
merger  or  acquisition  effected  by  the  Company  can  be  expected to have a
significant  dilutive  effect  on the percentage of shares held by the Company's
then  shareholders.

Management has advanced, and will continue to advance, funds which shall be used
by  the  Company  in  identifying and pursuing agreements with target companies.
Management  anticipates that these funds will be repaid from the proceeds of any
agreement  with the target company, and that any such agreement may, in fact, be
contingent  upon  there  payment  of  those  funds.

ITEM  7.     FINANCIAL  STATEMENTS

The  Company's  consolidated  financial  statements  are stated in United States
Dollars  (US$)  and  are  prepared  in  accordance  with United States Generally
Accepted  Accounting  Principles.

The  consolidated financial statements are attached hereto and found immediately
following  the  text  of  this Annual Report.  The Auditor's Report of KPMG LLP,
Chartered Accountants, for the audited consolidated financial statements for the
fiscal year ended December 31, 1999 is included herein immediately preceding the
audited  consolidated  financial  statements.

Audited  Consolidated  Financial Statements and Financial Statement Schedules by
KPMG  LLP:

     Auditor's  Report,  dated  March  20,  2000.
     Consolidated  Balance  Sheet  at  December  31,  1999  and  1998.
     Consolidated  Statements  of  Operations  and  Deficit  for the Years Ended
     December  31,  1999  and  1998.
     Consolidated  Statement of Cash Flows for the Years Ended December 31, 1999
     and  1998.
     Notes  to  Consolidated  Financial  Statements.

<PAGE>

Consolidated  Financial  Statements  of

GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)

Years  ended  December  31,  1999  and  1998  and
period  from  inception  to  December  31,  1999


<PAGE>


AUDITORS'  REPORT  TO  THE  SHAREHOLDERS

We  have  audited  the  consolidated  balance  sheet of GlobalNetCare, Inc. (the
"Corporation")  as  at  December  31,  1999  and  the consolidated statements of
operations,  cash flows and stockholders' equity for the year ended December 31,
1999  and  for  the period from inception to December 31, 1999.  These 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  consolidated  financial  statements  of the Corporation as of
December  31,  1998,  were audited by other auditors whose report dated June 30,
1999,  expressed  an  unqualified  opinion  on  those  statements.
We  conducted  our  audits  in  accordance with United States 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 the financial statements.  An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audit provides a reasonable basis
for  our  opinion.
In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of the Corporation as
at  December  31,  1999 and the results of its operations and cash flows for the
year  ended  December 31, 1999 and for the period from inception to December 31,
1999,  in conformity with generally accepted accounting principles in the United
States.
The  accompanying  financial  statements  have  been  prepared  assuming  the
Corporation  will  continue  as  a going concern.  As discussed in note 1 to the
financial  statements,  the  Corporation  has  no established source of revenue.
This  raises substantial doubt about its ability to continue as a going concern.
Management's  plan in regard to these matters are also described in note 1.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


KPMG  LLP  (signed)
Chartered  Accountants

Montreal,  Canada
March  20,  2000

<PAGE>

GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Consolidated  Financial  Statements

Years  ended  December  31,  1999  and  1998  and  period  from inception of the
development  stage
to  December  31,  1999


FINANCIAL  STATEMENTS
Consolidated  Balance  Sheets                               1
Consolidated  Statements  of  Operations                    2
Consolidated  Statements  of  Cash  Flows                   3
Consolidated  Statements  of  Stockholders'  Equity         4
Notes  to  Consolidated  Financial  Statements              5

<PAGE>

<TABLE>
<CAPTION>


GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Consolidated  Balance  Sheets

December  31,  1999  and  December  31,  1998


                                                                             December 31,   December 31,
                                                                                 1999           1998
<S>                                                                           <C>             <C>
Assets

Current assets:
Cash and cash equivalents                                                   $       4,284       $232,877
Sales tax receivable. . . . . . . . . . . . . . . . . . . .                 .      25,656         11,527
Deposit on computer equipment . . . . . . . . . . . . . . . .                          -          23,971
Prepaid . . . . . . . . . . . . . . . . . . . . . . . . . . .                         386         38,436
--------------------------------------------------------------------------------------------------------
                                                                                   30,326        306,811

Property and equipment (note 3) . . . . . . . . . . . . . .                 .      51,537         61,414
--------------------------------------------------------------------------------------------------------
                                                                            $      81,863       $368,225
                                                                            ============    ============
Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                                                            $      46,476       $ 25,353
Payroll deductions payable. . . . . . . . . . . . . . . . . .                     101,782              -
Accrued liabilities . . . . . . . . . . . . . . . . . . . . .                      41,596              -
Advances from a director, without interest and
no specific repayment terms . . . . . . . . . . . . . . . . .                     451,891         74,973
--------------------------------------------------------------------------------------------------------
                                                                                  641,745        100,326

Stockholders' equity:
Share capital (note 4). . . . . . . . . . .                . . . . . . . . .        2,135            329
Additional paid-in capital. . . . . . . . . . . . . . . . . .                   2,314,440        328,171
Accumulated other comprehensive income. . . . . . . . . . . .                      (2,881)           324
Deficit accumulated during the
development stage . . . . . . . . . . . . . . . . . . . . . .                  (2,873,576)       (60,925)
--------------------------------------------------------------------------------------------------------
                                                                                 (559,882)       267,899
Commitments (note 5)
Contingency (note 8)
Subsequent events (note 10)
--------------------------------------------------------------------------------------------------------
                                                                            $      81,863        $368,225
                                                                            ============       ==========
See accompanying notes to consolidated financial statements.
</TABLE>

On behalf of the Board:

/s/ Harvey Lalach, Director

/s/ Nick Pedafronimos, Director

<PAGE>

<TABLE>
<CAPTION>

GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Consolidated  Statements  of  Operations

---------------------------------------------------------------------------------------------------------
                                                                                               From
                                                                Year ended     Year ended    inception to
                                                               December 31,   December 31,   December 31,
                                                                   1999           1998           1999
---------------------------------------------------------------------------------------------------------
<S>                                                            <C>            <C>            <C>
Revenues - interest . . . . . . . . . . . . . . . . . . . . .  $         620  $         245  $         865

General and administrative expenses:
Commissions, wages and subcontractors . . . . . . . . . . . .      1,896,407         13,682      1,910,089
Compensation cost (note 4 (b)). . . . . . . . . . . . . . . .        246,400              -        246,400
Professional fees . . . . . . . . . . . . . . . . . . . . . .        145,397         23,233        168,630
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . .        137,272          2,909        140,181
Rent and parking. . . . . . . . . . . . . . . . . . . . . . .        121,404          6,683        128,087
License fees. . . . . . . . . . . . . . . . . . . . . . . . .         67,925              -         67,925
Office. . . . . . . . . . . . . . . . . . . . . . . . . . . .         60,639          4,529         65,168
Advertising and promotion . . . . . . . . . . . . . . . . . .         46,279            502         46,781
Communications. . . . . . . . . . . . . . . . . . . . . . . .         30,577          2,031         32,608
Travel. . . . . . . . . . . . . . . . . . . . . . . . . . . .         30,414             19         30,433
Taxes, insurance and licenses . . . . . . . . . . . . . . . .         12,644          1,297         13,941
Interest and bank charges . . . . . . . . . . . . . . . . . .         12,226            127         12,353
Subscriptions and memberships . . . . . . . . . . . . . . . .          3,229            746          3,975
Registration fees . . . . . . . . . . . . . . . . . . . . . .          1,416          4,409          5,825
Maintenance and repairs . . . . . . . . . . . . . . . . . . .          1,042          1,003          2,045
                                                                   2,813,271         61,170      2,874,441
----------------------------------------------------------------------------------------------------------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . .  $   2,812,651  $      60,925  $   2,873,576
----------------------------------------------------------------------------------------------------------
Net loss per share - basic and diluted. . . . . . . . . . . .  $       0.208  $       0.020
----------------------------------------------------------------------------------------------------------
Weighted average number
of shares outstanding . . . . . . . . . . . . . . . . . . . .     13,496,845      2,991,290
----------------------------------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Consolidated  Statements  of  Cash  Flows

--------------------------------------------------------------------------------------------------------------
                                                                                                  From
                                                                 Year ended      Year ended     inception to
                                                                December 31,    December 31,    December 31,
                                                                    1999            1998            1999
--------------------------------------------------------------------------------------------------------------
<S>                                                            <C>             <C>             <C>
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . .  $  (2,812,651)  $     (60,925)  $  (2,873,576)
Adjustments for items not involving cash:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . .        137,272           2,909         140,181
Employees, subcontractors and
license fees compensated by
issuance of shares. . . . . . . . . . . . . . . . . . . . . .      1,205,675               -       1,205,675
Compensation cost (note 4 (b)). . . . . . . . . . . . . . . .        246,400               -         246,400
Change in operating assets and liabilities:
Sales tax receivable. . . . . . . . . . . . . . . . . . . . .        (14,129)        (11,527)        (25,656)
Deposit on computer equipment . . . . . . . . . . . . . . . .         23,971         (23,971)              -
Prepaid . . . . . . . . . . . . . . . . . . . . . . . . . . .         38,050         (38,436)           (386)
Accounts payable and accrued liabilities. . . . . . . . . . .        164,501          25,353         189,854
--------------------------------------------------------------------------------------------------------------
                                                                  (1,010,911)       (106,597)     (1,117,508)

Cash flows from financing activities:
Proceeds from issuance of common shares . . . . . . . . . . .        536,000         328,500         864,500
Proceeds from advances from a director. . . . . . . . . . . .        376,918          74,973         451,891
                                                                     912,918         403,473       1,316,391
--------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
Additions to property and equipment . . . . . . . . . . . . .       (127,395)        (64,323)       (191,718)

Effect of exchange rate changes on cash . . . . . . . . . . .         (3,205)            324          (2,881)
--------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . .       (228,593)        232,877           4,284

Cash and cash equivalents, beginning of year. . . . . . . . .        232,877               -               -
--------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year. . . . . . . . . . . .  $       4,284   $     232,877   $       4,284
--------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

See note 4 (a) for non-cash transactions.
</TABLE>

<PAGE>

INSERT FINANCIALS

GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Consolidated  Statements  of  Stockholders'  Equity

Periods  from  inception  (October  30,  1980)  to  December  31,  1999
<TABLE>
<CAPTION>



                                                                                                                     Other
                                                                                       Additional                    compre-
                                                                                          paid-in    Accumulated     hensive
                                                                Shares     Par value      capital      deficit        income
<S>                                                           <C>         <C>           <C>          <C>           <C>
Issue of common
shares in 1981 . . . . . . . . . . . . . . . . . . . . . . .       1,000  $          1  $      999   $         -   $         -

Stock split - July 21,
1998                                                             999,000           -             -             -

Issue of common
shares . . . . . . . . . . . . . . . . . . . . . . . . . . .  12,100,000           328     327,172             -             -

Loss for the period. . . . . . . . . . . . . . . . . . . . .           -             -           -       (60,925)             -

Foreign currency
adjustment . . . . . . . . . . . . . . . . . . . . . . . . .           -             -           -             -           324

Balance as at
December 31,
1998                                                          13,100,000           329     328,171       (60,925)          324

Issue of common
shares . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,758,129         1,806   1,804,630             -             -

Compensation cost. . . . . . . . . . . . . . . . . . . . . .           -             -     246,400             -             -

Share issue expenses . . . . . . . . . . . . . . . . . . . .           -             -     (64,761)            -             -

Loss for the period. . . . . . . . . . . . . . . . . . . . .           -             -           -    (2,812,651)            -

Foreign currency
adjustment . . . . . . . . . . . . . . . . . . . . . . . . .           -             -           -             -        (3,205)

Balance as at
December 31,
1999                                                          14,858,129    $    2,135  $ 2,314,440  $(2,873,576)       $(2,881)


See accompanying notes to consolidated financial statements.



                                                                 Total
<S>                                                           <C>
Issue of common
shares in 1981 . . . . . . . . . . . . . . . . . . . . . . .  $     1,000

Stock split - July 21,
                                                                        -

Issue of common
shares . . . . . . . . . . . . . . . . . . . . . . . . . . .      327,500

Loss for the period                                              (609,925)

Foreign currency
adjustment . . . . . . . . . . . . . . . . . . . . . . . . .          324

Balance as at
December 31,
                                                                  267,899

Issue of common
shares . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,806,436

Compensation cost. . . . . . . . . . . . . . . . . . . . . .      246,400

Share issue expenses . . . . . . . . . . . . . . . . . . . .      (64,761)

Loss for the period. . . . . . . . . . . . . . . . . . . . .   (2,812,651)

Foreign currency
adjustment . . . . . . . . . . . . . . . . . . . . . . . . .       (3,205)

Balance as at
December 31,
                                                                $(559,882)


See accompanying notes to consolidated financial statements.
</TABLE>






<PAGE>

GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999


1.     ORGANIZATION  AND  BUSINESS  ACTIVITIES:

The  Corporation  was organized on October 30, 1980, under the laws of the State
of  Florida  as  C.N.W. Corp.  On February 1, 1981, the Corporation issued 1,000
shares of its $1 par value common stock for services of $1,000.  The Corporation
did  not  have  any  activity  before 1998 and, accordingly, commencement of the
development  stage  is  considered  to  be  at  the  beginning  of  1998.

On  July  21,  1998,  the  State  of Florida approved the Corporation's restated
Articles  of Incorporation, which increased its capitalization from 1,000 common
shares  to  50,000,000  common  shares.  The  par  value  was changed from $1 to
$0.001.

On  July 21, 1998, the Corporation changed its name to C.N.W of Orlando Inc. and
on  December  28,  1998  changed  to  GlobalNetCare,  Inc.

On  February  3, 1998, the Corporation incorporated its wholly-owned subsidiary,
3423336 Canada Ltd., a Canadian company, to develop medical web sites.  However,
the anticipated plans and operations of the Corporation have not and will not be
achieved  or  further  pursued.  Due  to  its  inability  to generate sufficient
revenues  to  continue  operations,  the  Corporation  has  decided  to pursue a
different  line  of business which has not been determined yet.  The Corporation
continues to operate the website on a scaled down basis.  As the Corporation has
not  commenced principal operations for accounting purposes, it is considered to
be  a  development  stage  enterprise.

The Corporation's 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.  However,  the  Corporation has no current source of revenue.  Without
realization  of  additional capital, it would be unlikely for the Corporation to
continue as a going concern.  It is management's plan to seek additional capital
in  connection  with  any business opportunities including business combination.

2.     SIGNIFICANT  ACCOUNTING  POLICIES:

These  financial  statements have been prepared by management in accordance with
accounting  principles generally accepted in the United States.  The significant
accounting  principles  are  as  follows:

(a)     Consolidated  financial  statements  and  basis  of  presentation:

The  consolidated  financial  statements  include the accounts of GlobalNetCare,
Inc.  and the accounts of 3423336 Canada Ltd.  All intercompany transactions and
balances  have  been  eliminated.

(b)     Cash  and  cash  equivalents:

The  Corporation  considers  all  investments  that  are  highly  liquid with an
original  maturity  of three months or less and readily convertible into cash to
be  cash  equivalents.

<PAGE>
GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999


2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(c)     Property  and  equipment:
Property  and  equipment are stated at cost.  Depreciation is provided using the
straight-line  method  and  the  following  annual  periods:


Assets                                      Period

Furniture  and  equipment                 5  years
Computer  equipment                       3  years
Computer  software                        3  years


(d)     Research  and  development  expenditures:

Research  and  development  expenditures,  if  any,  are  expensed  as incurred.

(e)     Foreign  exchange:

Foreign  denominated  assets  and  liabilities  of  the  foreign  subsidiary are
translated  at the rate of exchange prevailing at the balance sheet date whereas
its  revenues  and  expenses are translated at the monthly average exchange rate
prevailing  during  the  period.  Translation  adjustments  that  result  from
translating  foreign  currency  financial  statements are included in a separate
component  of stockholders' equity.  Other foreign exchange gains and losses are
included  in  the  determination  of  net  earnings.

(f)     Income  taxes:

The  Corporation  uses  the  asset and liability method of accounting for income
taxes.  Under  the  asset  and  liability  method,  deferred  tax  assets  and
liabilities  are  recognized  for  the  estimated  future  tax  consequences
attributable  to differences between the financial statement carrying amounts of
existing  assets  and  liabilities  and their respective tax bases.  This method
also  requires the recognition of future tax benefits such as net operating loss
carryforwards,  to  the  extent that realization of such benefits is more likely
than  not.  To  the extent that management does not consider their realizability
to  be  more  likely  than  not,  a  valuation  allowance  is  provided  for the
difference.  Deferred  tax assets and liabilities are measured using enacted tax
rates  expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized in income in the
period  that  includes  the  enactment  date.

<PAGE>
GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999


2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(g)     Comprehensive  income:

Effective  January  1,  1998,  the  Corporation  adopted  Statement of Financial
Accounting  Standards No. 130, Reporting Comprehensive Income, which establishes
new  rules  for  the  reporting  and  display  of  comprehensive  income and its
components.

(h)     Stock  issued  to  employees:

The  Corporation  applies  the  intrinsic  value-based  method  of  accounting
prescribed by Accounting Principles Board ("APB") Opinion no. 25, Accounting for
Stock  Issued to Employees, and related interpretations, in accounting for stock
option  agreements.  As such, compensation expense would be recorded on the date
of  grant only if the then current market price of the underlying stock exceeded
the  exercise  price.

(i)     Impairment of long-lived assets and long-lived assets to be disposed of:

The Corporation accounts for long-lived assets in accordance with the provisions
of  SFAS  No.  121,  Accounting  for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  Be Disposed Of.  This statement requires that long-lived
assets  and certain identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may  not  be  recoverable.  Recoverability  of  assets  to  be  held and used is
measured  by  a comparison of the carrying amount of an asset to future net cash
flows  expected  to be generated by the asset.  If such assets are considered to
be  impaired, the impairment to be recognized is measured by the amount by which
the  carrying  amount of the assets exceed the fair value of the assets.  Assets
to be disposed of are reported at the lower of the carrying amount or fair value
less  costs  to  sell.

 (j)     Net  loss  per  share:

Net  loss  per  share  is  computed  using the weighted average number of shares
outstanding  during  the  period.  The fully diluted loss per share has not been
disclosed  because  the  effect  of  common shares issuable upon the exercise of
options  and  warrants  is  antidilutive.

(k)     Dividends:

The  Corporation  has not yet adopted any policy regarding payment of dividends.
No  dividends  have  been  paid  since  inception.

<PAGE>
GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999


2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(l)     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  liabilities at the date of the financial statements and the reported
amounts  of  revenues and expenses during the reporting periods.  Actual results
could  differ  from  those  estimates.

<TABLE>
<CAPTION>


3.     PROPERTY  AND  EQUIPMENT:

                                             December  31,
                                                      1999
                                 Accumulated . .  Net book
                         Cost .  depreciation        value
<S>                      <C>            <C>       <C>

Furniture and equipment  $      32,334  $ 22,633  $ 9,701
Computer equipment. . .        132,819    92,974   39,845
Computer software . . .         30,806    28,815    1,991

                         $     195,959  $144,422  $51,537

                                             December 31,
                                                     1998
                                Accumulated . .  Net book
                        Cost .  depreciation        value

Furniture and equipment  $      18,455  $    615  $17,840
Computer equipment. . .         36,725     1,836   34,889
Computer software . . .          9,142       457    8,685

                         $      64,322  $  2,908  $61,414
</TABLE>


With  respect  to  change  in  plans  and  operations referred to in note 1, the
Corporation recorded an amount of $97,918 as additional depreciation in order to
reflect  estimated recoverable value of property and equipment which is based on
market for used equipment.  Decision to dispose of any property and equipment is
dependent  on  the  management  plan  mentioned  in  note  1.

<PAGE>
GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999


4.     SHARE  CAPITAL:

                                                         1999          1998

Authorized:
50,000,000  common  shares,  par  value  of
US$0.001  per  share

Issued  and  outstanding:
14,858,129  common  shares  (1998  -  13,100,000)     $     2,135     $     329

(a)     Issue  of  shares:

As indicated in note 1, the Corporation effected a thousand-for-one split of its
common  stock  during  1998.  In  addition,  the  par value of the Corporation's
common stock was changed from $1.00 to $0.001 per share and authorized shares of
common  stock  were  increased  from  1,000  to  50,000,000  shares.

In  1999,  the Corporation issued 197,471 common shares for a cash consideration
of  $536,000.  In  addition,  24,908 common shares were issued as share issuance
costs  for  an  amount  of  $64,761.

The  Corporation  also  issued  1,500,000  common  shares  to  employees  and
subcontractors  for  services  rendered  and  license fees totalling $1,205,675.

(b)     Stock  options:

(i)     Options  granted:

The Corporation granted options to employees and certain service providers under
the  terms  of  agreements  entered into.  In the opinion of management, certain
options  were  cancelled  in  accordance  with  termination  clauses  of  such
agreements.  Changes  in  outstanding  options  were  as  follows:

<TABLE>
<CAPTION>

                                                    Exercise price
                                            Number       per share
<S>                                     <C>              <C>
Options outstanding, January 1, 1999 .               -   $        -
Granted. . . . . . . . . . . . . . . .         735,000         2.00
Granted. . . . . . . . . . . . . . . .         300,000         3.00
Granted. . . . . . . . . . . . . . . .          50,000         6.00
Cancelled. . . . . . . . . . . . . . .        (236,667)        3.00
Cancelled. . . . . . . . . . . . . . .         (50,000)        6.00
Cancelled. . . . . . . . . . . . . . .        (455,000)        2.00

Options outstanding, December 31, 1999         343,333
</TABLE>

<PAGE>

GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999

4.     SHARE  CAPITAL  (CONTINUED):

(b)     Stock  options  (continued):

(i)     Options  granted  (continued):

Options granted have to be exercised over a period not exceeding five years.  At
December  31,  1999,  323,833  outstanding  options  are  exercisable and 19,500
outstanding  options  vest  over  a  period  of  4  years.

(ii)     Stock-based  compensation:

The Corporation applies APB Opinion 25, Accounting for Stock Issue to Employees,
in  accounting  for stock option granted.  Compensation cost of $246,400 (1998 -
nil) for stock options granted to employees has been recognized in the financial
statements  for  1999.

In  addition,  had  compensation cost for stock option granted to employees been
determined based on the fair value at the grant dates consistent with the method
of FASB Statement 123, Accounting for Stock-Based Compensation ("SFAS 123"), the
Corporation's  net  loss  would  have  been  adjusted  to  the pro-forma amounts
indicated  below:

<TABLE>
<CAPTION>



                                                            From
                             Year ended    Year ended    inception to
                             December 31,  December 31,   December 31,
                               1999           1998          1999
<S>            <C>           <C>            <C>            <C>
Net loss. . .  As reported   $   2,812,651  $      60,925  $2,873,576
               Pro-forma         3,498,890         60,925   3,559,815

</TABLE>

The fair value of each option grant was estimated on the date of grant using the
Black-Scholes  option-pricing  model  with  the  following  weighted-average
assumptions.  1999  -  risk-free  interest  rate  of 5.7%, dividend yield of 0%,
expected  volatility  of  373%,  and  expected  life  of 3 years.  The per share
weighted average fair value of stock options granted during 1999 was $2.88 (1998
-  nil).

The  effects  of  applying  SFAS  123  for  the  pro-forma  disclosures  are not
representative  of  the  effects  on reported net earnings in future years since
valuations  are  based  on  highly  subjective  assumptions  about  the  future,
including  stock  price  volatility  and  exercise  patterns.

<PAGE>
GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999


4.     SHARE  CAPITAL  (CONTINUED):

(c)     Warrants:

In  connection  with  issuance  of  shares,  the  Corporation issued warrants to
purchase  115,384 common shares at a price of $3 per share, expiring on June 26,
2000.

5.     COMMITMENTS:

(a)     The  Corporation leases its office space under a lease expiring in 2002.
At December 31, 1999, future minimum rental payments required under the terms of
the  operating  lease that have initial or remaining terms in excess of one year
are  as  follows:


2000               $     47,584
2001                     47,584
2002                     21,809

                    $   116,977

(b)     Under the terms of an employment agreement, the Corporation is committed
to  issue  200,000  common  shares  in  2000  to  an employee for services to be
rendered.  The  amount  to  be  recorded will be determined based on the average
market  price  per  share for the period in which the services will be rendered.


<PAGE>
GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999


6.     INCOME  TAXES:
Details  of  the  components  of  income  taxes  are  as  follows:
<TABLE>
<CAPTION>

                                                     December 31,    December 31,
                                                         1999            1998
<S>                                                 <C>             <C>
Net loss . . . . . . . . . . . . . . . . . . . . .  $   2,812,651   $      60,925

Basic income tax rate. . . . . . . . . . . . . . .             38%             17%

Computed income tax recovery . . . . . . . . . . .      1,068,807          10,231

Adjustment in income taxes resulting from:
Losses carry forward and unclaimed
deductions not recognized. . . . . . . . . . . . .        517,175          10,231
Compensation cost, not deductible for tax purposes         93,632               -
Services compensated by issuance of shares, not
deductible for tax purposes                               458,000               -
----------------------------------------------------------------------------------
                                                    $           -   $           -
</TABLE>


Losses  carry  forward  amounting  to  $29,000 and $1,361,000 expire in 2005 and
2006,  respectively  for  the  Canadian  operations  and  losses  carry  forward
amounting  to  $32,000  expire  in  2018  for  the  US  operations.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  109,
Accounting for Income Taxes, the income tax effect of temporary differences that
give  rise  to  the  net  deferred  tax  assets  are  presented  below:

<TABLE>
<CAPTION>


                           December 31,    December 31,
                               1999            1998
<S>                       <C>             <C>
Non-capital losses . . .  $     527,406   $      10,231
Less valuation allowance       (527,406)        (10,231)

                          $           -   $           -
</TABLE>

GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999


6.     INCOME  TAXES  (CONTINUED):

In  assessing  the  realizability  of  deferred tax assets, management considers
whether  it is more likely than not that some portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon  the  generation  of  future  taxable  income  and  tax planning
strategies  in  making  this assessment.  Since the Corporation is a development
stage  corporation,  the generation of future taxable income is dependent on the
successful  commercialization  of  its  products  and  technologies.

7.     FINANCIAL  INSTRUMENTS:

(a)     Foreign  currency  risk  management:

Options  are  exercisable  in  US  dollars.  Ultimate  proceeds upon exercise of
options  may  vary  due  to  fluctuations  in  the  value of the Canadian dollar
relative  to  the  US  currency.

(b)     Credit  risk:

Financial  instruments  that  potentially subject the Corporation to significant
concentrations  of credit risk consist principally of short-term investments and
accounts  receivable.

The  Corporation  has  investment  policies that require placement of short-term
investments  in  financial  institutions  evaluated  as  highly  creditworthy.

In  the  normal  course  of  business,  the  Corporation evaluates the financial
condition  of  the  parties  with  which  it contracts on a continuing basis and
reviews the credit worthiness of all new parties.  The Corporation determines an
allowance  for  doubtful  accounts  to  reflect  specific  risks.

(c)     Fair  values:

The  following  table presents the carrying amounts and estimated fair values of
the  Corporation's  financial  instruments at December 31, 1999 and December 31,
1998.  The  fair  value  of  a  financial  instrument is the amount at which the
instrument  could be exchanged in a current transaction between willing parties.
Fair  value  estimates  are  made as of a specific point in time using available
information  about  the financial instrument.  These estimates are subjective in
nature  and  often  cannot  be  determined  with  precision.

<PAGE>
GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999

7.     FINANCIAL  INSTRUMENTS  (CONTINUED):

(c)     Fair  values  (continued):

<TABLE>
<CAPTION>


                           December 31,                   December 31,
                               1999                          1998

                      Carrying           Fair         Carrying       Fair
                         amount          value         amount       value
<S>                        <C>            <C>            <C>       <C>
Financial assets:
Cash and cash equivalents  $       4,284  $       4,284  $232,877  $232,877
Sales tax receivable. . .         25,656         25,656    11,527    11,527

Financial liabilities:
Accounts payable. . . . .        189,854        189,854    25,353    25,353
Advances from a director.        451,891        451,891    74,973    74,973

</TABLE>

- 3 -

The carrying amounts shown in the table are included in the consolidated balance
sheet  under  the  indicated  captions.
The following method and assumption were used to estimate the fair value of each
class  of  financial  instruments:
Cash  and  cash  equivalents,  sales  tax  receivable, accounts payable, accrued
liabilities and advances from a director.  The carrying amounts approximate fair
value  because  of  the  short  maturity  of  these  instruments.
8.     CONTINGENCY:
The  Corporation  is facing a pending action from a former director for damages.
No  amount  related  to  such  action  has  been  determined.

9.     RELATED  PARTY  TRANSACTIONS:
During 1999, the Corporation purchased computer and software equipment totalling
$111,000  from  a  company  held  by  a  director.


<PAGE>
GLOBALNETCARE,  INC.
(A  DEVELOPMENT  STAGE  ENTERPRISE)
Notes  to  Consolidated  Financial  Statements,  Continued

Years ended December 31, 1999 and 1998 and period from inception to December 31,
1999


10.     SUBSEQUENT  EVENTS:

(a)     In  February  2000, the Corporation issued 1,114,998 common shares for a
cash  consideration  of  $445,999.

(b)     The  Corporation  has  established  a  stock  option  plan  whereby  the
Corporation  may  grant  options  to  purchase  common  shares to key employees,
directors,  officers as well as service providers.  The plan contemplates that a
maximum  of 1,000,000 common shares may be optioned under the stock option plan.

In  addition,  no  optionee  shall  hold options to purchase more than 5% of the
number of shares issued and outstanding at any time.  The subscription price for
each  share  covered by an option shall be established by the Board of Directors
but  such  price  shall  not  be lower than the fair market value at the date of
grant.

In  February  2000,  600,000  options  have been granted to employees to acquire
600,000  common  shares  of  the Corporation at a price of $0.50 per share.  The
options  expire  on  February  7,  2005  and  vest  over a period of four years.


<PAGE>


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

On  February  22,  2000, the Company engaged KPMG LLP, Chartered Accountants, to
prepare  the audited consolidated financial statements for the fiscal year ended
December 31, 1999.  Prior to engaging KPMG LLP, the Company did not consult KPMG
LLP regarding the application of accounting principles to any specific completed
or  contemplated transaction or the type of audit opinion that might be rendered
on  the  Company's  financial  statements.  There were no disagreements with the
Company's former auditor, Councilor, Buchanan & Mitchell, P.C., Certified Public
Accountants,  regarding  any  matter  of  accounting  principles  or  practices,
financial  statement  disclosure,  auditing  scope  or  procedure,  or any other
matter.

<PAGE>
                                   PART III

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

The  following  table  and  text sets forth the names and ages of all directors,
executive  officers  and  significant  employees  of the Company as of March 22,
2000.  All  of  the  directors  serve  until  the next Annual General Meeting of
shareholders  and  until  their  successors  are elected and qualified, or until
their  earlier  death,  retirement,  resignation  or  removal.  Subject  to  any
applicable  employment  agreement, executive officers serve at the discretion of
the  Board  of  Directors,  and  are appointed to serve until the first Board of
Directors  meeting  following the annual meeting of shareholders.  Also provided
is  a  brief  description of the business experience of each director, executive
officer and significant employee during the past five years and an indication of
directorships  held by each director in other companies subject to the reporting
requirements  under  the  federal  securities  laws.

<TABLE>
<CAPTION>

Directors,  executive  officers  and  other  significant  employees:

                                                           DATE FIRST ELECTED OR
NAME                POSITION HELD WITH THE COMPANY    AGE        APPOINTED
-----------------  ---------------------------------  ---  ----------------------
<S>                  <C>                              <C>     <C>
                     Director, Treasurer and Chief
Nick Pedafronimos          Financial Officer          43      November 4, 1998
-----------------  ---------------------------------  ---  ----------------------
                                                              November 1, 1999
Harvey Lalach           Chief Operating Officer       34           (COO)
-----------------  ---------------------------------  ---  ----------------------
Patrick Power      Director, President and Secretary  37      November 4, 1998
-----------------  ---------------------------------  ---  ----------------------
David Mulder                   Director               61        July 8, 1999
-----------------  ---------------------------------  ---  ----------------------
George Tsoukas        Director, Chairman and CEO      57      November 4, 1998
=================  =================================  ===  ======================
</TABLE>


The  backgrounds  and  experience of the Company's directors, executive officers
and  other  significant  employees  are  as  follows:

Nick  Pedafronimos

In the past, Mr. Pedafronimos has acted as an advisor to management and has been
responsible  for  corporate finance as a director for a number of small publicly
trading  companies.  Since  April,  1998,  he has been a director of Cantex Mine
Development  Corp.  Mr.  Pedafronimos was the founder and a director of Canadian
Mountain  Minerals  (August  1995  to  April  1998)  and  he was the founder and
director  of  Goldtex  Resources (June 1995 to April 1998).  Mr. Pedafronimos is
responsible  for  the  Company's  equity  financing.  Mr.  Pedafronomis  became
involved  with  the  Company  through  personal contact with Dr. George Tsoukas.
Although  he  does  not  have  any  medical  or  internet  experience,  he  has
considerable experience with the financing and operation of public companies and
was  therefore  asked  to  join  the  Company's  Board  of  Directors.

<PAGE>

Harvey  Lalach

Mr.  Lalach  has  been  employed  by  the  Company  since  1998.  Pursuant to an
employment  agreement between the Company and Mr. Lalach dated November 1, 1999,
Mr.  Lalach  was  appointed Chief Operating Officer.  Between 1997 and 1998, Mr.
Lalach  acted  as  Manager,  Corporate  Finance  at Goldtex Resources, a company
listed  on the Alberta Stock Exchange (now the Canadian Venture Exchange).  From
1992  to  1997,  Mr.  Lalach  was  employed  as a Branch Manager at TD Greenline
Investor Services.  Mr. Lalach earned his Diploma in Natural Resource Management
from  the  British  Columbia  Institute  of  Technology  in  1985.

Patrick  Power

Mr.  Power  has  extensive  experience in the operation and management of public
companies  and since November of 1995, has acted as the President and a director
for  Everest  Mines  and  Minerals.  In  the  past,  Mr.  Power  has  obtained
considerable  experience  in  marketing  and  business development by serving as
director  for  numerous  public  companies including Goldtex Resources (December
1996 to July 1998), Montello Resources Ltd. (November 1993 to present), Sentinel
Resources  Ltd.  (August  1993  to  January 1995), Golden Rainbow Resources Inc.
(September  1993  to  December  1993)  and Calco Resources Ltd. (January 1992 to
October  1994).  Mr.  Power  is  responsible  for  the  Company's  general
administration.  Mr.  Power  became  involved  with the Company through personal
contact  with  Dr.  George  Tsoukas.  Although  he  does not have any medical or
internet  experience,  Mr.  Power has considerable experience with the financing
and  operation of public companies and was therefore asked to join the Company's
Board of Directors.  The above public companies that Mr. Power was involved were
or  are  listed  on  the  Vancouver  or  Alberta  Stock  Exchange.

David  S.  Mulder,  OC,  MD,  FRCS(C)  FACS

Dr.  David  Mulder, medical doctor (MD), Fellow of the Royal College of Surgeons
of  Canada  (FRCS(C)),  Fellow  of the American College of Surgeons (FACS), is a
highly  respected  and qualified doctor who obtained the Order of Canada (OC) in
1997  for  his  contributions to the advancement of medical science.  Dr. Mulder
has  received  numerous  academic  awards,  has held numerous professorships and
teaching  positions at various hospitals and universities around the world (from
1980  to  the  present)  and  has been appointed to the committees and boards of
various  medical  associations.  Dr. Mulder is world-renowned in the  Presently,
he is the Chief of Thoracic Surgery and a Surgical Consultant to the Division of
Cardiovascular  and Thoracic Surgery at the Sir Mortimer B. Davis Jewish General
Hospital.  He is also the Medical Director at the McGill Sports Medicine Centre.
From  1993  to  1998,  he  was  the Chairman of McGill University, Department of
Surgery  and  as  well, he held the position of Professor of Surgery, Faculty of
Medicine  at  the  McGill  Cancer  Center.  Dr.  Mulder was Surgeon-in-Chief and
Director  of  the University Surgical Clinics for twenty-one years.  He is now a
Senior Reviewer for the American College of Surgeons Committee on Trauma and has
been  instrumental  in  training new site reviewers since 1990.  Dr. Mulder is a
member  of  the  Board  of  Governors  of  the American College of Surgeons as a
Specialty  Society Governor from the Royal College of Physicians and Surgeons of
Canada,  Chair  of the Credentials Committee for the Royal College of Physicians
and  Surgeons of Canada and is the President-Elect for the U.S. Central Surgical
Association.   Dr.  Mulder  was  also  the  first  President  of  the  Canadian
Association  of  Thoracic  Surgery.  The combination of Dr. Mulder's experience,
professorships,  other  teaching  positions,  and  medical association and other
professional  appointments  make  him  a  world-renowned doctor in the fields of
cardiovascular  and thoracic surgery, surgical intensive care, trauma and sports
medicine.

George  Tsoukas,  MD,  FRCP(C)

Dr.  Tsoukas  holds  a  Bachelor  of  Science (Honours Biochemistry) from McGill
University,  Montreal,  Quebec, and a Medical Degree from McGill Medical School,
Montreal,  Quebec.  He  is  a  certified  specialist  in  internal  medicine and
endocrinology  as  certified  by  the  Royal  College of Physicians and Surgeons
(Canada), Professional Corporation of Physicians (Quebec) and the American Board
of  Internal  Medicine.  He  has  25  years  of  experience  in  health sciences
including  work  in  computer related medicine.  He is an Associate Physician at
McGill  University  Health  Center, an Assistant Professor of Medicine at McGill
University,  a  Fellow  of  the Royal College of Physicians, and a member of the
American  Heart Association, the American Society for Bone and Mineral Research,
Canadian  Medical Association and the Quebec Society of Endocrinologists.  He is
currently conducting clinical research on metabolic bone diseases.  For the past
ten  years,  Dr.  Tsoukas was involved in the production of medical CD-ROMs, has
wide  experience  in  medical  education,  and  produced  and directed a popular
television  program explaining medical conditions to the public.  Dr. Tsoukas is
responsible  for  medical  content  on  the  Company's  website.

<PAGE>

There are no arrangements or understandings between any two or more directors or
executive  officers,  pursuant  to which he/she was selected to be a director or
executive  officer.

None  of  the  Company's  directors,  executive  officers,  promoters or control
persons  have  been involved in any of the following events during the past five
years:

1.     any  bankruptcy  petition  filed by or against any business of which such
person  was  a  general  partner  or executive officer either at the time of the
bankruptcy  or  within  two  years  prior  to  that  time;

2.     any  conviction  in  a  criminal proceeding or being subject to a pending
criminal  proceeding  (excluding  traffic  violations and other minor offenses);

3.     being  subject  to  any  order,  judgment,  or  decree,  not subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or temporarily enjoining, barring, suspending or otherwise limiting
his  involvement  in  any type of business, securities or banking activities; or

4.     being found by a court of competent jurisdiction (in a civil action), the
Commission  or  the  Commodity  Futures  Trading  Commission  to have violated a
federal  or  state  securities or commodities law, and the judgment has not been
reversed,  suspended,  or  vacated.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

<TABLE>
<CAPTION>

The  following  officers or directors of the Company who beneficially owned more
than  10%  of  the  Company's  common  shares  made  the following late filings:

                                              NUMBER OF
                                           TRANSACTIONS NOT
                                            REPORTED ON A    FAILURE TO FILE
NAME               NUMBER OF LATE REPORTS    TIMELY BASIS    REQUESTED FORMS
-----------------  ----------------------  ----------------  ---------------
<S>                          <C>                  <C>              <C>
Patrick Power                1                    1                Nil
-----------------  ----------------------  ----------------  ---------------
Harvey Lalach                1                    4                Nil
                   ----------------------  ----------------  ---------------
Nick Pedafronimos            1                    5                Nil
                   ----------------------  ----------------  ---------------
George Tsoukas               1                    9                Nil
                   ----------------------  ----------------  ---------------
Chris Kokkalis               1                    1                Nil
                   ----------------------  ----------------  ---------------
David Mulder                 1                    1                Nil
-----------------  ----------------------  ----------------  ---------------
</TABLE>

<PAGE>


ITEM  10.     EXECUTIVE  COMPENSATION

Summary  Compensation

The  Company's  chief  executive  officer  did  not  receive  any  cash or other
compensation  during  the  fiscal  years ended December 31, 1999, 1998 and 1997.
During  the  fiscal  year ended December 31, 1999, the Company's Chief Operating
Officer,  Harvey Lalach, received an annual salary of CDN$48,000, pursuant to an
agreement dated November 1, 1999 between the Company and Mr. Lalach (the "Lalach
Agreement").  In addition, and also pursuant to the Lalach Agreement, Mr. Lalach
was  compensated  by the issuance of 500,000 common shares in the capital of the
Company,  at  a  deemed  price  of  $0.56.

Options/SAR  Grants

The  Company  did not grant any options during the fiscal years ended 1999, 1998
and  1997,  nor  were  there  any  freestanding  Stock  Appreciation  Rights.

On  February  7,  2000,  the directors of the Company adopted the Company's 2000
Stock  Option  Plan,  pursuant  to which the Plan Administrator is authorized to
grant  up  to  a  total  of  1,000,000  common  shares.

On  February  7,  2000,  the  Company granted Jimmy Foussekis options to acquire
300,000  common  shares  in the capital stock of the Company at a price of $0.50
per  share,  exercisable  by  Mr.  Foussekis  and  vested in accordance with the
vesting  schedule  specified  in the incentive stock option agreement, up to and
including February 7, 2005.  The Company and Mr. Foussekis have agreed to cancel
these  options.

On  February 7, 2000, the Company granted Harvey Lalach 300,000 common shares in
the  capital  stock of the Company at a price of $0.50 per share, exercisable by
Mr.  Lalach  and vested in accordance with the vesting schedule specified in the
incentive  stock  option  agreement,  up to and including February 7, 2005.  The
Company  and  Mr.  Lalach  have  agreed  to  cancel  these  options.
To  date,  the  Company  has  granted  a  total  of 600,000 stock options to its
employees  and  consultants, at a price of $0.50 per share, expiring February 7,
2005.  The Company and the employees to whom the stock options were granted have
agreed  to  cancel  these  options.

There  were  no  exercises  of  stock options or freestanding Stock Appreciation
Rights  during  the  fiscal year ended December 31, 1999 by any of the Company's
officers  or  directors.

The  Company  does  not  have  a  Long-Term  Incentive  Plan.

Compensation  of  Directors

The  Company has no formal plan for compensating its directors for their service
in  their  capacity as directors although such directors have received from time
to  time  and  are  expected to receive in the future options to purchase common
shares  as  awarded  by  the  Board  of  Directors  or  (as to future options) a
Compensation  Committee  which  may  be  established.  Directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection  with attendance at meetings of the Board of Directors.  The Board of
Directors may award special remuneration to any director undertaking any special
services  on  behalf of the Company other than services ordinarily required of a
director.  Other  than  indicated below, no director received and/or accrued any
compensation  for  his services as a director, including committee participation
and/or  special  assignments.

The  Company  has  no  other  arrangements  with  any director of the Company in
respect  of  any  other  type  of  compensation.

Employment  Contracts

There  are  no  management  agreements  with  any  of the Company's directors or
executive officers.  The Company entered into the following employment contracts
during  the  fiscal  year  ended  December  31,  1999:

<PAGE>

Dr.  David  Mulder

On  November  16,  1999,  the  Company issued 500,000 common shares to Dr. David
Mulder  at  a  deemed  price  of  $2.13  per  share,  pursuant to the employment
agreement  dated  July  8,  1999 between Dr. Mulder and the Company.  The shares
were  issued  to  Dr. Mulder relying on Regulation S under the Securities Act of
1933,  as  amended.

Harvey  Lalach

Pursuant  to  the  Lalach  Agreement,  Mr.  Lalach  is  paid an annual salary of
CDN$48,000  in  his  position  as  Chief  Operating Officer.  In addition to his
salary, on December 10, 1999, the Company issued 500,000 common shares to Harvey
Lalach  at  a deemed price of $0.56 per share, pursuant to the Lalach Agreement.
The  shares  were  issued  to  Mr.  Lalach  relying  on  Regulation  S under the
Securities  Act  of  1933,  as  amended.

Other  than  as  discussed  above,  the  Company has no plans or arrangements in
respect  of  remuneration received or that may be received by executive officers
of  the  Company  to  compensate  such  officers  in the event of termination of
employment  (as  a  result  of  resignation, retirement, change of control) or a
change  of  responsibilities  following  a change of control, where the value of
such  compensation  exceeds  US$60,000  per  executive  officer.

There  are  no  arrangements  or  plans  in  which the Company provides pension,
retirement  or similar benefits for directors or executive officers.  Other than
the  management agreements and advisory agreements discussed herein, the Company
has no material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to the Company's directors or executive officers,
except  that stock options have been and may be granted at the discretion of the
Board  of  Directors  or  a  committee  thereof.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

Beneficial  Ownership

As  used  in  this  section,  the  term "beneficial ownership" with respect to a
security  is  defined by Regulation 228.403 under the Securities Exchange Act of
1934,  as amended, as consisting of: (1) any person who, directly or indirectly,
through  any contract, arrangement, understanding, relationship or otherwise has
or  shares  voting  power  (which  includes  the power to vote, or to direct the
voting  of  such  security)  or  investment  power  (which includes the power to
dispose,  or  to  direct  the disposition of, such security); and (2) any person
who,  directly or indirectly, creates or uses a trust, proxy, power of attorney,
pooling  arrangement  or  any  other  contract,  arrangement  or device with the
purpose or effect of divesting such person of beneficial ownership of a security
or  preventing  the  vesting  of  such  beneficial  ownership.

Each  person  has  sole  voting  and investment power with respect to the common
shares,  except  as  otherwise  indicated.  Beneficial  ownership  consists of a
direct  interest  in  the  common  shares,  except  as  otherwise  indicated.
As  of  March  22,  2000,  the  Company  had a total of 15,973,127 common shares
($0.001  par  value  per  common  share)  issued  and  outstanding.

<TABLE>
<CAPTION>

As of March 22, 2000, no person known to the Company was the beneficial owner of more
than  five  percent  (5%)  of the outstanding common shares of the Company except the
following:


                                       AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER   BENEFICIAL OWNERSHIP    PERCENTAGE OF CLASS(1)
<S>                                   <C>                      <C>

Cede & Co.
P.O. Box 222, Bowling Street Station
New York, New York 10274 . . . . . .  7,115,687 common shares                   44.5%
                                      =======================  ======================
George Tsoukas
26 Sunnyside Avenue,
Westmount, Quebec  H3Y 1C2 . . . . .  4,895,000 common shares                   30.6%
                                      =======================  ======================
Nick Pedafronimos
209A Lakeshore
Pointe Claire, Quebec  H9S 4K3 . . .  959,500 common shares                      6.0%
====================================  =======================  ======================
<FN>

(1)     Based  on  15,973,217  common  shares  outstanding  as  of  March  22,  2000.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

The  following  table  lists,  as of March 22, 2000, the number of common shares
beneficially  owned, and the percentage of the Company's common shares so owned,
by  each  director  and  by  all  directors  and  executive officers as a group.

                                  AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER          BENEFICIAL OWNERSHIP  PERCENTAGE OF CLASS(1)
================================  ====================  ======================
<S>                                     <C>                      <C>
Nick Pedafronimos                       959,500                  6.0%
Patrick Power                            13,500                  .08%
Harvey Lalach                           512,000                  3.2%
--------------------------------  --------------------  ----------------------
David Mulder                            500,000                  3.1%
                                  --------------------  ----------------------
George Tsoukas                         4,895,000                30.6%
Directors and Officer as a group       6,880,000                43.1%
================================  ====================  ======================
<FN>

(1)     Based on 15,973,127 shares outstanding as of March 22, 2000 and, as to a
specific  person, shares issuable pursuant to the conversion or exercise, as the
case  may be, of currently exercisable or convertible debentures, share purchase
warrants  and  stock  options.
</TABLE>

Changes  in  Control

The  Company  is  unaware of any contract or other arrangement, the operation of
which  may  at  a  subsequent date result in a change of control of the Company.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Other  than  as  disclosed  above,  there have been no transactions, or proposed
transactions,  which  have  materially  affected  or  will materially affect the
Company  in  which any director, executive officer, or beneficial holder of more
than  10% of the outstanding common stock, or any of their respective relatives,
spouses,  associates  or  affiliates has had or will have any direct or material
indirect  interest.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBITS

(3)     Articles  of  Incorporation  and  Bylaws
     3.1     Articles  of  Amendment effective January 14, 1999 (incorporated by
reference  from  the  Company's  Form  10-SB  (amended), filed October 19, 1999)
     3.2     Articles  of  Amendment  effective  July  21, 1998 (incorporated by
reference  from  the  Company's  Form  10-SB  (amended), filed October 19, 1999)
     3.3     Articles  of Incorporation effective October 30, 1980 (incorporated
by  reference  from  the Company's Form 10-SB (amended), filed October 19, 1999)
     3.4     By-laws  effective October 30, 1980 (incorporated by reference from
the  Company's  Form  10-SB  (amended),  filed  October  19,  1999)
(10)     Material  Contracts
     10.1     Employment  agreement  between  the  Company  and Jimmy Foussekis,
dated  November  1,  1999
     10.2     Employment  agreement between the Company and Harvey Lalach, dated
November  1,  1999
(21)     Name  of  Subsidiary
     21.1     3423336 Canada Ltd. (incorporated under the federal laws of Canada
on  February  3,  1998)
(27)     Financial  Data  Schedule

REPORTS  ON  FORM  8-K

The  Company  filed  a  Form  8-K  on  November  1,  1999 in connection with the
resignation,  effective October 29, 1999, of Dr. Chris Kokkalis as the Company's
Chief  Technology  Officer  and  Director.

<PAGE>
                                   SIGNATURES

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


     GLOBALNETCARE,  INC.


     By:     /s/  Patrick  Power
             -------------------
          PATRICK  POWER,  PRESIDENT

     Date:     March  30,  2000
               ----------------

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


     By:     /s/  Nick  Pedafronimos
             -----------------------
          NICK  PEDAFRONIMOS,  DIRECTOR

     Date:     March  30,  2000
               ----------------

     By:     /s/  David  Mulder
             ------------------
          DAVID  MULDER,  DIRECTOR

     Date:     March  30,  2000
                ---------------

     By:     /s/  Harvey  Lalach
             -------------------
          HARVEY  LALACH,  C.O.O.

     Date:     March  30,  2000
               ----------------