U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

                    For Fiscal Year Ended: December 31, 2000
                                       or

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

              For the transition period from ______ to _____


                         Commission file number 0-27737
                                                -------

                                 eSportbike.com, Inc.
                 (Name of small business issuer in its charter)
             Nevada                                       77-0454856
  ------------------------------                      -----------------
  State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization                       Identification No.)

          Suite #700-509 Richards St.,Vancouver, B.C., Canada, V6B 2Z6
      ---------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (604) 692-2520
                                 --------------
                           (Issuers telephone number)
                                 ---------------
Securities registered under Section 12(b) of the Exchange Act: NONE Securities
registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                                (Title of class)



<PAGE>

         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
                                                                      ---   ---

         Check if there is no disclosure of delinquent  filers  pursuant 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.          $ 5608.00

         As of May 15, 2001,  there were 16,400,000  shares of the  Registrant's
common stock,  par value $0.001,  issued and  outstanding.  The aggregate market
value of the Registrant's  voting stock held by non-affiliates of the Registrant
was ____________________ as of May 15, 2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

 NONE

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

<PAGE>

                                TABLE OF CONTENTS


Item Number and Caption                                                    Page
PART I

Item 1.           Description of Business.....................................4
Item 2.           Description of Property.....................................6
Item 3.           Legal Proceedings...........................................6
Item 4.           Submission of Matters to a Vote of Security Holders.........6

PART II

Item 5.           Market for Common Equity and Related Stockholder Matters....7
Item 6.           Management's Discussion and Analysis or Plan of Operations..8
Item 7.           Financial Statements........................................9
Item 8.           Changes in and Disagreements With Accountants on Accounting
                  and Financial Disclosure....................................9
PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act...........9
Item 10.          Executive Compensation.....................................10
Item 11.          Security Ownership of Certain Beneficial Owners and
                  Management.................................................10
Item 12.          Certain Relationships and Related Transactions.............11
Item 13.          Exhibits and Reports on Form 8-K...........................11





                                       3

<PAGE>


                                     PART I

ITEM 1 DESCRIPTION OF BUSINESS

General

         On January 15, 2001, Sinoray Technology Limited  ("Sinoray")acquired  a
majority interest in eSportsBike.com, Inc. (the "Company")[pursuant to a vote of
shareholders  of the Company  (the  "Acquisition")].  Sinoray  through it wholly
owned  subsidiary   corporation  Legend  Sequent  (Beijing)  Computer  Technical
Services Co., Ltd. provides  proprietary software solutions and support services
to some of China's  largest banks.  Legend  develops and implements  proprietary
banking  software  applications,  which  include ATM device  management,  online
banking transaction  processing and routing  formatters.  Legend products target
virtually all electronic banking delivery channels including existing credit and
debit cards,  home banking,  point of sale  transactions,  Internet  banking and
security solutions.

         Since the Acquisition, the Company has continued its development of the
eSportbike.com   web  site.  The  Company  intends  to  merge  the  business  of
eSportbike.com  and Sinoray within the next 12 months.  The Company then intends
to further  develop the sportbike web  site-based  business and add the existing
business of Sinoray.  The Company also plans to seek strategic  acquisitions  of
new clients and  companies  also  servicing  the  software  needs of major Asian
banks.

         Prior to the Acquisition,  the Company was an Internet start-up company
focused on meeting the needs of the sportbike and  motorcycle  audience  online.
The web site is a location where such  individuals can publish pictures of their
bikes,  share  information,  communicate,  shop and  discover  relevant  content
targeted to their  specific  interests.  Launched in November  1998 as Sportbike
Online  http://www.sportbikeonline.com,  the Company has achieved over 1 million
unique visitors through 2000. Since  re-launching  eSportbike.com in March 2000,
the site has enjoyed significant growth.  Monthly banner ad views increased from
approximately 1,300,000 in September 2000 to 2 million in December 2000.

History

         The Company was organized as Morenci Corp., a Nevada  Corporation,  for
the purpose of  creating a corporate  vehicle to seek,  investigate  and,  where
appropriate, acquire an interest in one or more business opportunities presented
to it by persons or firms who or which desire to seek perceived  advantages of a
publicly held corporation.

         Morenci was  incorporated on April 7, 1997 and was formed  specifically
to be a  "clean  public  shell,"  for the  purpose  of  either  merging  with or
acquiring an operating  company.  The Company ceased all activities from October
29,  1996 to July 9,  1999 and was  considered  dormant.  On July 9,  1999,  the
Company  obtained a certificate of renewal from the State of Nevada.  Since July
9, 1999,  the Company has been in a  developmental  stage and has not  commenced
planned  principal  operations.  On March 2, 2000 the  Company  entered  into an
agreement  whereby the Company,  in a reverse  merger,  purchased  the assets of
eSportbike.com,  Inc. The Company also changed its name to eSportbike.com,  Inc.
Prior to March 2000,  the Company had not engaged in any  operations  other than
organizational matters.

         The Company's  authorized capital stock is 100,000,000 shares of common
stock,  par value $0.001 per share. It is quoted and traded from time to time on
the National Association of Security Dealers, Inc.'s (the "NASD's") OTC Bulletin
Board under the trading symbol "ESPB.

         The  executive  offices of the Company  are  located at Suite  #700-509
Richards St.,  Vancouver,  B.C.,  Canada, V6B 2Z6. Its telephone number is (604)
692-2520.

CERTAIN TRENDS AND UNCERTAINTIES

         In  connection  with  the  "safe  harbor"  provisions  of  the  Private
Securities  Litigation  Reform  Act  of  1995,  the  Company  is  hereby  filing
cautionary  statements  identifying  important risk factors that could cause the
Company's   actual  results  to  differ   materially  from  those  projected  in
forward-looking  statements  of the Company made by or on behalf of the Company.
The Company cautions readers that these factors,  among others,  could cause the
Company's  actual  results  to differ  materially  from those  expressed  in any
projected,  estimated or forward-looking statements relating to the Company. The
following  factors  should be considered in  conjunction  with any discussion of
operations  or results  by the  Company or its  representatives,  including  any
forward-looking  discussion,  as well as comments  contained in press  releases,
presentations to securities  analysts or investors,  or other  communications by
the  Company.  In making these  statements,  the Company is not  undertaking  to
address or update each factor in future filings or communications  regarding the
Company's  business or  results,  and is not  undertaking  to address how any of
these factors may have caused changes to discussions or information contained in
previous filings or  communications.  In addition,  certain of these matters may
have affected the Company's past results and may affect future results.

                                       4
<PAGE>

OPERATING LOSSES

         The Company has incurred net losses of approximately  $252,026,  $4,000
and $100 for the fiscal years ended  December  31,  2000,  December 31, 1999 and
December 31, 1998, respectively. Such operating losses reflect developmental and
other  start-up  activities.  The  Company  expects to incur  losses in the near
future.  The Company's  operations are subject to numerous risks associated with
establishing  any  new  business,  including  unforeseen  expenses,  delays  and
complications.  There can be no  assurance  that the  Company  will  achieve  or
sustain profitable operations or that it will be able to remain in business.

FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING

         The Company was not engaged in any active  operations  through December
2000,  or  during  1999 and 1998,  and  thus,  the  revenues  generated  are not
representative  of those that will be generated  once the Company  becomes fully
operational.  Revenues are not yet sufficient to support the Company's operating
expenses  and are not  expected to reach such  levels  until the first or second
quarter of 2002. Since the Company's formation, it has funded its operations and
capital  expenditures  primarily  through private  placements of debt and equity
securities.   See  "Recent  Sales  of   Unregistered   Securities."   Since  the
Acquisition,  the  Company  plans to merge  with  Sinoray  and to  continue  the
Sportbike  website  business and the existing  business of Sinoray.  The Company
also intends to seek strategic  acquisitions of companies and clients  servicing
the software needs of major Asian banks. To accomplish  these goals, the Company
expects  that it will be required to seek  additional  financing  in the future.
There  can be no  assurance  that such  financing  will be  available  at all or
available on terms acceptable to the Company.

RISK OF LOW-PRICED STOCKS

         Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act
of 1934 (the "Exchange  Act") impose sales practice and disclosure  requirements
on certain brokers and dealers who engage in certain  transactions  involving "a
penny stock."

         Currently, the Company's common stock is considered a "penny stock" for
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Company's  common  stock  in the  secondary  market.  In  addition,  the  market
liquidity for the Company's securities may be severely adversely affected,  with
concomitant adverse effects on the price of the Company's securities.

         Under the penny stock  regulations,  a broker or dealer  selling "penny
stock" to anyone other than an  established  customer or  "accredited  investor"
(generally,  an  individual  with net worth in excess  of  $1,000,000  or annual
income exceeding  $200,000  individually,  or $300,000  together with his or her
spouse) must make a special suitability determination for the purchaser and must
receive the purchaser's written consent to the transaction prior to sale, unless
the broker or dealer or the transaction is otherwise  exempt.  In addition,  the
penny stock  regulations  require the broker or dealer to deliver,  prior to any
transaction  involving a penny  stock,  a  disclosure  schedule  prepared by the
Securities  and  Exchange  Commission  (the  "SEC")  relating to the penny stock
market,  unless the broker or dealer or the transaction is otherwise  exempt.  A
broker or dealer is also required to disclose  commissions payable to the broker
or dealer and the  registered  representative  and  current  quotations  for the
Securities.  In  addition,  a broker  or  dealer  is  required  to send  monthly
statements  disclosing  recent price information with respect to the penny stock
held in a customer's  account and information with respect to the limited market
in penny stocks.


                                       5
<PAGE>

THE VOLATILITY OF OUR STOCK PRICE.

         Our quarterly operating results may fluctuate significantly as a result
of a variety of factors, many of which are outside of our control. These factors
include:

o        the amount and timing of orders for our services or products;
o        disruptions in the supply of delivering services or products;
o        seasonal variations in the sale of our services or products; and
o        general economic conditions.

LACK OF TRADEMARK AND PATENT PROTECTION

         The Company  relies on a  combination  of trade  secret,  copyright and
trademark  law,  nondisclosure  agreements  and technical  security  measures to
protect its  products.  Notwithstanding  these  safeguards,  it is possible  for
competitors  of the  Company to obtain  its trade  secrets  and to  imitate  its
products.  Furthermore,  others may  independently  develop  products similar or
superior to those developed or planned by the Company.

COMPETITION

         The Company  faces  competition  with respect to Sinoray's  operations.
There are a number of companies  servicing the software needs of the major Asian
banks.  However,  in the opinion of  Management,  the  specific  market niche of
Sinoray is very  specialized  and few  companies  are able to combine the unique
software and operational knowledge of Sinoray.  Companies like IBM, SLM Software
and EDS all provide certain  software  solutions to these banks.  There are also
several domestic Chinese  corporations  that provide some aspects of development
and  support to these  banks.  Sinoray  uniquely  provides a bridge  between the
western  standards  of  credit  and debit  card  companies  and Asian  operating
procedures that makes them valuable to their clients. However, many of Sinoray's
competitors operating in the Asian markets have greater financial resources than
the Company.

         The  Company  also  faces  competition  with  respect to its sport bike
business  from a wide variety of sport bike  specific  web sites,  many of which
have substantially greater financial, marketing and technological resources than
the Company.

         The  marketplace  for  Sport  Bike  specific  web sites is still in its
infancy.  Many of the web sites are not commercial,  and the biggest  commercial
sites are almost all strictly  relying on advertisers and not e-commerce  sales.
Several  sites  compete in this  market,  but no one has  emerged as an industry
leader.  We have  identified  competition  in  terms  of  specific  content  and
e-commerce  applications that are relevant to our industry. The Company competes
with several companies in respect of its sportbike operations, including but not
limited    to    Motorcycle    Online     http://www.motorcycle.com,     2wf.com
http://www.2wf.com, Motorcycle World http://www.motorcycleworld.com,  Motorcycle
Superstore    http://www.motorcycle-superstore.com    and   Imotorcyclestore.com
http://www.imotorcyclestore.com.

         As of May 21, 2001, the Company had one (1) employee.

ITEM 2 DESCRIPTION OF PROPERTY

         Since  1997 all  administrative  activities  of the  Company  have been
conducted by  corporate  officers  from either  their home or business  offices.
Currently,  there are no  outstanding  debts owed by the  Company for the use of
these facilities and there are no commitments for future use of the facilities.

         At December  31,  2000,  the Company had a working  agreement  with the
Company  president  to use 600  square  feet of  office  space,  telephones  and
secretarial  services supplied on a gratis basis.  Since March 2001, the Company
is provided  office space by Public Idea Capital  Ltd.,  also on a gratis basis.
Charles Spooner is a shareholder and director of Public Idea Capital Ltd.

ITEM 3 LEGAL PROCEEDINGS

         Not Applicable.


ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were subject to a vote of security holders during the fourth
quarter of the fiscal year 2000.


                                       6
<PAGE>

                                     PART II

ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         The  Company's  Common  Stock is quoted and traded from time to time on
the NASD's OTC  Bulletin  Board  under the symbol  "ESPB." The  following  table
presents the high and low bid quotations for the Common Stock as reported by the
NASD for each  quarter  during the last two years.  Such prices  reflect  inter-
dealer quotations without adjustments for retail markup, markdown or commission,
and do not necessarily represent actual transactions.

Set forth below are the highs and lows of the Company  common  stock as reported
on the NASD OTCBB for each  quarter  during  the last two  fiscal  years and the
first quarter of 2001:

1999:                       High                 Low
First Quarter                -                    -
Second Quarter               -                    -
Third Quarter                -                    -
Fourth Quarter               -                    -

2000:
-----

Quarter                   high trade            low trade

First Quarter              6.00                  2.938
Second Quarter             4.438                  .156
Third Quarter               .40                   .08
Fourth Quarter              .30                   .07


2001
----
First Quarter               .17                   .075


DIVIDENDS

         The Company has never  declared or paid any cash  dividends.  It is the
present  policy of the  Company to retain  earnings  to  finance  the growth and
development  of the business  and,  therefore,  the Company does not  anticipate
paying dividends on its common stock in the foreseeable future.

         The number of shareholders  of record of the Company's  common stock as
of May 15, 2001 was approximately thirty-six (36).

RECENT SALES OF UNREGISTERED SECURITIES

         There have been no unregistered sales of the Company's securities.

         In  connection  with  organizing  the  Company,   on  April  18,  1997,
twenty-eight  (28) persons  consisting  of its  officers,  directors,  and other
individuals  were issued a total of 1,000  shares of common  stock at a value of
$.001 per share.  On May 6, 1999,  those  outstanding  shares were forward split
1,000 to 1, resulting in a total of 1,000,000 shares outstanding.

         On February  23,  2000,  Daniel L.  Hodges,  a founder of the  Company,
returned 800,000 shares to the treasury and the shares were canceled,  resulting
in 200,000 remaining shares outstanding.

         On  February  23, 2000 the  Company  declared a forward  split 27 to 1,
resulting in a total of 5,400,000 shares outstanding.


                                       7
<PAGE>

         On March 20, 2000, the Company issued  5,000,000  shares of the Company
common stock to each of Robert E.  McLauchlan  and Kent  Courtice and  1,000,000
shares to M.  Gregg  Marshall  for  services  to the  Company  as  officers  and
directors.

         On March 13, 2001, Robert McLauchlan and Kent Courtice each transferred
5,000,000 shares of the Company common stock to Sinoray.  In exchange,  Xue Ming
Liang and Public Idea  Capital  Ltd.  assumed  two  hundred and twenty  thousand
dollars ($220,000) in debt that the Company owed to McLauchlan and Courtice.


ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Plan of Operations.

         Since  Sinoray  acquired a majority  interest in the Company in January
2001, the Company has continued its development of the  eSportbike.com web site.
The Company intends to merge the business of  eSportbike.com  and Sinoray within
the next 12 months.  The Company then intends to further  develop the  sportbike
web site-based  business and add the existing  business of Sinoray.  The Company
also plans to seek  strategic  acquisitions  of new clients and  companies  also
servicing the software needs of major Asian banks.

         Sinoray  provides  software  solutions  and  ongoing  support  to major
Chinese banks to assist them in  implementing  credit and debit card  strategies
for their customers.  Even though Sinoray clients are large banks, they have not
offered  credit or debit  cards to their  customers  on a large  scale.  This is
rapidly  changing and all major Asian banks are issuing credit cards to the bulk
of their urban customers.  This rapid expansion  together with the technological
requirements to interface with international  credit card services such as Visa,
Mastercard  and  American  Express for  domestic  and  foreign  users has placed
considerable  technical demands on the banks. As a result,  they have outsourced
these  services  as they  generally  do not have the  capability  and  resources
internally to meet these needs.  Sinoray's  management have many years of direct
experience  developing and supporting  similar  software  solutions in China and
internationally.

         The Company's sportbike business is focused on meeting the needs of the
sportbike and motorcycle  audience online.  The website is a location where such
individuals  can share  information,  publish  pictures,  communicate,  shop and
discover relevant content targeted to their specific needs.

         The  e-commerce  industry in which the Company  operates the sportsbike
business is an intensely  competitive one, where brand  recognition,  quality of
site  content,  merchandise  selection,  convenience,  price,  and  service  are
critical  factors.  The Company has many established  competitors,  ranging from
local single unit operations to large multi-national  operations.  Some of these
competitors  have   substantially   greater  financial   resources  and  may  be
established or indeed become  established  in areas where the Company  operates.
The  industry  may be  affected  by changes in customer  tastes,  economic,  and
demographic trends. Factors such as inflation,  increased supplies costs and the
availability  of  suitable  employees  may  adversely  affect the  entertainment
industry  in general  and the Company in  particular.  In view of the  Company's
limited  financial  resources  and  management  availability,  the Company  will
continue to be at a significant competitive disadvantage vis-a-vis the Company's
competitors.

Results of Operations.

         From  April  7,  1997 to July  9,  1999  the  Company  was an  inactive
corporation. Since July 9, 1999 the Company has been a development stage company
and had not begun  principal  operations.  Accordingly,  comparisons  with prior
periods are not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has met its capital  requirements  through the private sale
of its common stock .

         Since  the  Company's  re-activation  in July 9,  1999,  the  Company's
principal capital requirements have been the funding of its development.

         The  Company  intends to merge the  businesses  of  eSportBike.com  and
Sinoray.  Sinoray is an operating  company which internally  generates  adequate
cash flow to fund its own  operations.  Sinoray has the  opportunity  to acquire
additional  clients  and  businesses  which may  require  additional  capital to
service and develop.


                                       8
<PAGE>

         After the  completion  of its expansion  plans,  including the proposed
merger  of  Sinoray  and  eSportbike.com,   Inc.,  the  Company  expects  future
development and expansion will be financed through cash flow from operations and
other  forms  of  financing  such as the  sale of  additional  equity  and  debt
securities,  capital leases and other credit facilities. There are no assurances
that such  financing  will be available on terms  acceptable or favorable to the
Company.


ITEM 7 FINANCIAL STATEMENTS

         The  financial  statements  of the Company and  supplementary  data are
included beginning  immediately following the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.

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

         As a result of the previously reported change of control the registrant
engaged a new  independent  accountant as the principal  accountant to audit the
registrant's  financial  statements.  The new  independent  accountant  is James
Stafford,  Chartered Accountant. The change in accountants,  which was effective
August 1, 2000 was recommended by the registrant's  chief financial  officer and
approved by the board of directors.

         There were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.

         Prior to the new  engagement,  the registrant had not consulted the new
accountant regarding: (i) the application of accounting principles to a specific
completed or contemplated  transaction,  or the type of audit opinion that might
be rendered on the  financial  statements,  or any advice as to any  accounting,
auditing or financial  reporting  issue; or (ii) any matter that was the subject
of a disagreement with the previous accountant.

         The registrant has provided the former accountant,  Robison, Hill & Co.
Certified  Public  Accountants,  Salt  Lake  City,  Utah  with  a  copy  of  the
disclosures  it is making in  response  to this item in this Form 10-KSB and has
requested the former  accountant to furnish a letter addressed to the Securities
and Exchange  Commission  stating whether the former  accountant agrees with the
statements  made and, if not,  stating the respects in which it  disagrees.  The
registrant shall file the letter as an exhibit to this Form 10-KSB.

                                    PART III

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

Executive Officers and Directors

         The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors. The
following table sets forth the name, age, and position of each executive officer
and director of the Company:


Director's Name     Age     Office                        Term Expires
---------------     ---     -----                         ------------

Xue Ming Liang       44    President & Director         next annual meeting
Charles Spooner      50    Director                     next annual meeting

         Set forth below is certain biographical information, present occupation
and business  experience  for the past five years of each director and executive
officer of the  Company.  Officers  of the  Company  are elected by the Board of
Directors and hold office until their successors are chosen and qualified, until
their death or until they resign or have been removed from office. All corporate
officers serve at the discretion of the Board of Directors.


                                       9
<PAGE>

         Xue M Liang is the  President  and Director of the Company and a member
of the Board of Directors since March 2000.  Prior to joining the Company he was
a Vice  Technical  Director  for the Bank of China  from March 1992 to May 2000,
specializing in financial software applications and development.

         Charles  Spooner  joined  the  Company  as a  member  of the  Board  of
Directors  in  March  2000.  He  has  been  President  and  Director  of  Sonrae
Corporation since 1982. Sonrae  Corporation is a private investment company with
interests in consulting, hospitality, oil and gas and real estate. Since October
2000 he is also a  shareholder  and  director of Public  Idea  Capital  Ltd.,  a
private management consulting company and subsidiary of Sonrae Corporation.

         Daniel Hodges, former sole Director, President, Chief Financial Officer
and  Secretary of the  Company,  and W. Scott  Marshall,  former  President  and
Director of the Company,  each  resigned his position as an officer and director
of the Company during the calendar year 2000. Robert McLauchlan, Chief Executive
Officer and Director of the Company, and Kent Courtice, President, Secretary and
Treasurer of the Company,  each resigned his position as an officer and director
of the Company in connection with the Acquisition.


Board Meetings and Committees

         The Directors  presently do not receive any remuneration for service on
the Board.  The Board of  Directors  may  designate  from  among its  members an
executive  committee and one or more other  committees.  No such committees have
been appointed.

Compliance with Section 16(a) of the Exchange Act

         Based solely upon a review of forms 3, 4, and 5 and amendments thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year except M.
Gregg  Marshall,  Robert E. McLauchlan and Kent Courtice did not file Form 3 and
Daniel Hodges did not File Form 4.

ITEM 10 EXECUTIVE COMPENSATION

         Kent Courtice  received a management of $14,980 from the Company during
fiscal year 2000. Other than Mr. Courtice,  neither the Chief Executive  Officer
nor any of the other  executive  officers of the Company was awarded,  earned or
received any  compensation  from the Company during either of the Company's last
two fiscal years.

ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
16,400,000  shares of issued and  outstanding  Common Stock of the Company as of
May _, 2001 and  information as to the ownership of the Company's  Stock by each
of its  directors  and  executive  officers and by the  directors  and executive
officers  as a group.  Except  as  otherwise  indicated,  all  shares  are owned
directly,  and the persons  named in the table have sole  voting and  investment
power with respect to shares shown as beneficially owned by them.


Name and Address
of Beneficial Owners /              Title of Class       Shares
Directors                                                Owned          Percent
--------------------------------------------------------------------------------
Sinoray Technology Limited           common stock      10,000,000*        60.98%
P.O Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands

Xue Ming Liang                       common stock      10,000,000*        60.98%
Suite #700-509 Richards St.,
Vancouver, B.C., Canada, V6B 2Z6

Charles Spooner                      common stock         482,000          2.94%
Suite #700-509 Richards St.,
Vancouver, B.C., Canada, V6B 2Z6

M. Gregg Marshall                    common stock       1,000,000          6.10%
C/o Suite #700-509 Richards St.,
Vancouver, B.C., Canada, V6B 2Z6

All Executive Officers
and Directors as a Group
(3 persons)                          common stock      10,482,000         63.91%
-------
*  Mr. Liang is a controlling shareholder and director of Sinoray.


                                       10
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On March 13, 2001,  Robert McLauchlan and Kent Courtice entered into an
agreement with Public Idea Capital Ltd., Xue Ming Liang, Sinoray and the Company
(the  "Change in Control  Agreement")  whereby each of  McLauchlan  and Courtice
transferred  5,000,000  shares  of the  Company  common  stock  to  Sinoray.  In
exchange,  Xue Ming Liang and Public Idea Capital  Ltd.  assumed two hundred and
twenty thousand  dollars  ($220,000) in debt that the Company owed to McLauchlan
and  Courtice  and  received  the right to convert  the debt into  shares of the
Company  common  stock  at a price of  US$0.08  per  share  on a pro rata  basis
proportionate  to who paid the debt. Mr. Liang is a controlling  shareholder and
director of Sinoray.  Charles  Spooner is a  shareholder  and director of Public
Idea Capital Ltd, which provides office space to the Company on a gratis basis.


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

         (a)  The following documents are filed as part of this report.

1.       Financial Statements                                               Page

Report of James Stafford, Chartered Accountant...............................F-1
Statement of Stockholders' Equity for the years ended
     December 31, 2000, and 1999.............................................F-2
Balance Sheets as of December 31, 2000, and 1999.............................F-3
Statements of Operations and Deficit for the years ended
     December 31, 2000, and 1999.............................................F-4
Statements of Cash Flows for the years ended
     December 31, 2000, and 1999.............................................F-5
Statement of Changes in Shareholders' Equity
     December 31, 2000, and 1999........................................ ....F-6
Notes to Financial Statements........................................F-7,F-8,F-9

2.       Financial Statement Schedules

         The following  financial statement schedules required by Regulation S-X
are included herein.

         All  schedules  are  omitted  because  they are not  applicable  or the
required information is shown in the financial statements or notes thereto.

3.       Exhibits

         (a) The following exhibits are included as part of this report:

Exhibit
Number            Title of Document
-------           -----------------

2.1               Change of Control Agreement dated January 15, 2001 (1)
3.1               Articles of Incorporation (2)
3.2               Amended Articles of Incorporation (2)
3.3               Bylaws (2)


                                       11
<PAGE>

(1)      Incorporated by reference to the Registrant's  quarterly report on Form
         10-QSB filed on May 21, 2001.

(2)      Incorporated by reference to the Registrant's registration statement on
         Form 10-SB filed on October 20, 1999.

         (b) Reports on Form 8-K filed.

         No reports on Form 8-K were filed during the prior quarter.



                                       12
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.

                                               eSportbike.com, Inc.


Dated: May 22, 2001                         By:/S/Xue Ming Liang
                                              -----------------------------
                                              Xue Ming Liang

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

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 10th day of May 2000.

Signatures                                    Title
----------                                    -----

/S/   Xue Ming Liang
--------------------
Xue Ming Liang                     President and Director
                                   (Principal Executive Officer)
                                   (Principal Financial and  Accounting Officer)
/S/   Charles Spooner
---------------------
Charles Spooner                    (Director)



                                       13
<PAGE>


--------------------------------------------------------------------------------
James Stafford          Chartered Accountant        An Incorporated Professional

--------------------------------------------------------------------------------
                                AUDITOR'S REPORT

To the Shareholders of
eSportbike.com, Inc.
(A development Stage Company)

I have audited the balance sheet of eSportbike.com, Inc. as at December 31, 2000
and the statements of operations and deficit,  changes in  shareholders'  equity
and cash flows for the year ended December 31, 2000. These financial  statements
are the  responsibility  of the Company's  management.  My  responsibility is to
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance  with Canadian  generally  accepted  auditing
standards.  Those  standards  require that I plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial 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.

In my opinion,  these  financial  statements  present  fairly,  in all  material
respects,  the financial position of the Company as at December 31, 2000 and the
results of its operations and deficit,  changes in shareholders' equity and cash
flows for the year then ended in  accordance  with Canadian  generally  accepted
accounting principles.

The balance sheet at December 31, 1999,  and the  statements  of operations  and
deficit,  changes in  shareholders'  equity  and cash flows for the period  then
ended were audited by other auditors.

                                               "James Stafford"
Vancouver, Canada                              Chartered Accountant
May 8, 2001

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

The  preceding  opinion is expressed in accordance  with  standards of reporting
established  and generally  accepted in Canada.  Had the report been prepared in
accordance with United States  reporting  standards,  my report on the financial
statements  would have contained the following  explanatory  paragraph after the
opinion paragraph:

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered losses from operations and has a
deficit,  which  raises  substantial  doubts  about its ability to continue as a
going concern.  Until it achieves a continuous  profitable  level of operations,
the Company may be dependent upon management  obtaining  sufficient financing to
allow the Company to meet its objectives.  This raises  substantial  doubt about
its ability to continue as a going  concern.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

                                                "James Stafford"
Vancouver, Canada                               Chartered Accountant
May 8, 2001

                        ===============================
            Suite 300, The Randall Building, 555 West Georgia Street
                         Vancouver, BC, Canada, V6B 1Z6
  Telephone (604) 669-0711 Fax (604) 669-0754 Email j_stafford@staffordsca.com
                                                    --------------------------

                                      F-1

<PAGE>
<TABLE>
<CAPTION>

eSportbike.com, Inc.
(A Development Stage Company)
Balance Sheet
(Expressed in U.S. dollars)
===================================================================================================
As at December 31
===================================================================================================

                                                                               2000         1999
                                                                             ---------    ---------
<S>                                                                          <C>          <C>
ASSETS
------

Current assets
--------------
    Accounts receivable                                                      $   4,913    $    --
    Prepaid expenses                                                             1,155         --
                                                                             ---------    ---------

                                                                                 6,068         --

Due from shareholders                                                             --          6,677

Capital assets (Note 3)                                                          6,848         --
                                                                             ---------    ---------

                                                                             $  12,916    $   6,677
                                                                             =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current liabilities
    Bank indebtedness                                                        $      55    $    --
    -----------------
    Accounts payable and accrued liabilities                                    16,926        2,751
                                                                             ---------    ---------

                                                                                16,981        2,751

Due to shareholders (Note 4)                                                   233,035         --
---------------------------                                                  ---------    ---------

                                                                               250,016        2,751
                                                                             ---------    ---------

Shareholders' equity
--------------------
    Capital stock (Note 5)
       Authorized
          100,000,000 common shares with a par value of $.001 per share
       Issued
          16,400,000 common shares at December 31, 2000 (1999 - 5,400,000)      16,400        5,400
       Additional paid-in capital                                                3,812        3,812
    Retained deficit                                                            (1,200)      (1,200)
    Deficit, accumulated during the development stage                         (256,112)      (4,086)
                                                                             ---------    ---------

                                                                              (237,100)       3,926
                                                                             ---------    ---------

                                                                             $  12,916    $   6,677
                                                                             =========    =========
</TABLE>

On behalf of the Board:

Xue Ming Liang, Director            Charles Spooner, Director

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

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

eSportbike.com, Inc.
(A Development Stage Company)
Statement of Operations and Deficit
(Expressed in U.S. dollars)

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

                                                           Cumulative
                                                         Amounts from                               From
                                                     Inception of the                   Inception of the
                                                          Development                        Development
                                                             Stage On    For the year           Stage On
                                                      July 9, 1999 to           Ended    July 9, 1999 to
                                                         December 31,    December 31,       December 31,
                                                                 2000            2000               1999
--------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>                <C>

REVENUE
-------
    Advertising                                             $   5,608       $   5,608          $    --
                                                            ---------       ---------          ---------

EXPENSES
--------
    Accounting and legal                                       13,447          13,447               --
    Advertising and promotion                                 100,334         100,334               --
    Amortization                                                6,952           6,952               --
    Automotive                                                  1,860           1,860               --
    Bank charges and interest                                     511             511               --
    Consulting fees                                            53,901          53,901               --
    Filing fees                                                   204             204               --
    Insurance                                                   1,011           1,011               --
     Internet services                                         10,771          10,771               --
    Management fees                                            14,980          14,980               --
    Meals and entertainment                                     3,781           3,781               --
    Office and miscellaneous                                   19,007          14,921              4,086
    Rent                                                        7,751           7,751               --
    Telephone                                                   2,371           2,371               --
    Transfer fees                                               1,389           1,389               --
    Travel                                                     25,789          25,789               --
                                                            ---------       ---------          ---------

                                                              264,059         259,973              4,086
                                                            ---------       ---------          ---------

Income (loss) before other items                             (258,451)       (254,365)            (4,086)

Interest income                                                 1,094           1,094               --

Foreign exchange gain                                           1,245           1,245               --
                                                            ---------       ---------          ---------


Income (loss) for the year                                   (256,112)       (252,026)            (4,086)
--------------------------

Deficit, accumulated during the development stage,
    beginning of period                                          --            (4,086)              --
                                                            ---------       ---------          ---------

Deficit, accumulated during the development stage,          $(256,112)      $(256,112)         $  (4,086)
--------------------------------------------------
    end of period
    -------------                                           =========       =========          =========

Basic earnings loss per share                                    --         $   (0.01)         $   (0.00)
                                                            =========       =========          =========
</TABLE>

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

                                      F-3

<PAGE>
<TABLE>
<CAPTION>

eSportbike.com, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Expressed in U.S. dollars)
=============================================================================================================================

                                                                           Cumulative
                                                                         Amounts from                                    From
                                                                     Inception of the                        Inception of the
                                                                          Development                             Development
                                                                             Stage On       For the year             Stage On
                                                                      July 9, 1999 to              Ended      July 9, 1999 to
                                                                         December 31,       December 31,         December 31,
                                                                                 2000               2000                 1999
-------------------------------------------------------------------  ----------------    ---------------      ---------------
<S>                                                                  <C>                <C>                   <C>

Cash flows from operating activities
------------------------------------
    Loss for the year                                                $       (256,112)   $      (252,026)     $        (4,086)
       Item not affecting cash
          Amortization of capital assets                                        6,952              6,952                    -
                                                                     ----------------    ---------------      ---------------

                                                                             (249,160)          (245,074)              (4,086)

    Changes in non-cash working capital items
       (Increase) decrease in accounts receivable                              (4,913)            (4,913)                   -
       (Increase) decrease in prepaid expenses                                 (1,155)            (1,155)                   -
       Increase (decrease) in accounts payable                                 16,726             14,175                2,551
                                                                     ----------------    ---------------      ---------------


                                                                             (238,502)          (236,967)              (1,535)
                                                                     ----------------    ---------------      ---------------

Cash flows from investing activities
------------------------------------
    Purchase of capital assets                                                (13,800)           (13,800)                   -
                                                                     ----------------    ---------------      ---------------


Cash flows from financing activities
------------------------------------
    Increase (decrease) in amounts due to shareholders                        233,035            239,712               (6,677)
    Issuance of capital stock for debt                                         15,400             11,000                4,400
    Increase in additional paid-in capital                                      3,812                  -                3,812
                                                                     ----------------    ---------------      ---------------

                                                                              252,247            250,712                1,535
                                                                     ----------------    ---------------      ---------------

Increase (decrease) in cash                                                       (55)               (55)     $             -
---------------------------

Cash, beginning of period                                                           -                  -                    -
-------------------------                                            ----------------    ---------------      ---------------

Cash (deficiency), end of period                                     $            (55)   $           (55)     $             -
--------------------------------
===================================================================  ================    ===============      ===============

Cash paid during the period for interest                             $              -    $             -      $             -
----------------------------------------
===================================================================  ================    ===============      ===============

Cash paid during the period for franchise and income taxes           $            250    $             -      $           250
----------------------------------------------------------
===================================================================  ================    ===============      ===============

</TABLE>


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

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

eSportbike.com, Inc.
(A Development Stage Company)
Statement of Changes in Shareholders' Equity
(Expressed in U.S. dollars)
For the years ended December 31
===================================================================================================================================

                                                                                                             Deficit
                                                                                                         Accumulated
                                                      Number                                              During the
                                                   Of Shares      Price                       Retained   Development
                                                      Issued  Per Share         Amount        Deficit          Stage          Total
-------------------------------------------     ------------  ---------   ------------   ------------   ------------   ------------
<S>                                             <C>           <C>        <C>            <C>            <C>


Balance at April 7, 1997 (inception)
  Shares issued for debt                               1,000   $   1.00   $      1,000   $          -   $          -   $      1,000
  Net loss for the period                                  -          -              -              -              -              -
                                                ------------              ------------   ------------   ------------   ------------

Balance at December 31, 1996                           1,000          -          1,000              -              -          1,000
  as originally reported

  Retroactive Adjustments:
    For 1000 to 1 stock split May 6, 1999            999,000          -              -              -              -              -
    For return of 800,000 shares Feb. 23, 2000      (800,000)         -           (800)             -              -           (800)
    For 27 to 1 stock split Feb. 23, 2000          5,200,000          -          5,200              -              -          5,200
    Contributed Capital                                    -          -          3,812              -              -          3,812
  Net loss for the period                                  -          -              -         (1,100)             -         (1,100)
                                                ------------              ------------   ------------   ------------   ------------

Restated Balance at January 1, 1997                5,400,000          -           9,212        (1,100)             -          8,112
Net Loss for the period                                   -           -              -           (100)             -           (100)
                                                ------------              ------------   ------------   ------------   ------------

Balance at December 31, 1998                       5,400,000          -          9,212         (1,200)             -          8,012
  Net loss for the period                                  -          -              -              -         (4,086)        (4,086)
                                                ------------              ------------   ------------   ------------   ------------

Balance at December 31, 1999                       5,400,000          -          9,212         (1,200)        (4,086)         3,926
    Shares issued for debt                        11,000,000          -         11,000              -              -         11,000
    Net loss for the period                                -          -              -              -       (252,026)      (252,026)
                                                ------------              ------------   ------------   ------------   ------------

Balance at December 31, 2000                      16,400,000   $      -   $     20,212   $     (1,200)  $   (256,112)  $   (237,100)
=============================================== ============   ========   ============   ============   ============   ============

</TABLE>


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

                                      F-5

<PAGE>

eSportbike.com, Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. dollars)
For the year ended December 31, 2000

1.       Nature of Operations

         eSportbike.com, Inc. (the "Company") was incorporated under the laws of
         the state of Nevada on April 7, 1997.  The Company ceased all operating
         activities from its date of  incorporation  on April 7, 1997 to July 9,
         1999.  The Company is in the  development  stage and is  developing  an
         Internet website which provides community, content and commerce for the
         sportbike and motorcycle enthusiast.

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

Significant Accounting Policies

Cash and cash equivalents

         Cash and cash equivalents  represent  highly liquid market  investments
with original maturities of three months or less.

Capital assets and amortization

         Capital  assets are recorded at cost,  and  amortization  is calculated
         using the straight-line method over the estimated economic useful lives
         of the related assets as follows:

         Furniture                          5 years straight line
         Computer hardware                  3 years straight line
         Computer software                  1 year straight line
         Intangibles                        2 years straight line

Use of estimates

         The  preparation of financial  statements in conformity  with generally
         accepted accounting  principles,  requires management to make estimates
         and  assumptions  which  affect  the  reported  amounts  of assets  and
         liabilities  at the date of the financial  statements  and the reported
         amount of revenue  and  expenses  during  the  reporting  year.  Actual
         results may differ from these estimated amounts.



                                      F-6
<PAGE>
<TABLE>
<CAPTION>

eSportbike.com, Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. dollars)
For the year ended December 31, 2000

Financial instruments

         Financial  instruments are initially  recorded at historical  costs. If
         subsequent  circumstances  indicate  that a decline  in fair value of a
         financial  instrument is other than  temporary,  the financial asset is
         written-down to its fair value.

Loss per share

         Loss per share is  calculated  using  the  weighted  average  number of
         shares  outstanding  during the year.  For the year ended  December 31,
         2000 and the period  ended  December 31,  1999,  the  weighted  average
         number  of common  shares  outstanding  was  13,958,904  and  5,400,000
         respectively.

         Fully diluted  earnings per share  consider the dilutive  impact of the
         conversion  of any  outstanding  stock  options and  warrants as if the
         events had occurred at the  beginning  of the year.  For the year ended
         December  31, 2000 and for the period ended  December  31,  1999,  this
         calculation proved to be anti-dilutive.

Foreign exchange

The functional  currency of the Company is Canadian  dollars.  Income  statement
items are translated into U.S.  dollars at the average  exchange rate during the
year.  At the balance  sheet date,  monetary  items are  adjusted to reflect the
exchange rate in effect at that time.

Exchange  gains and losses  arising on the  translation or settlement of foreign
currency  denominated  monetary items are included in the  determination  of net
income for the current year.

3.       Capital Assets


                                                                   Accumulated              Net book value
                                                     Cost          Amortization         2000              1999
                                                 -------------    --------------    -------------    -----------
<S>                                              <C>              <C>               <C>              <C>
         Computer equipment                      $       4,667    $        1,556    $       3,111    $         -
         Furniture and equipment                           426                85              341              -
         Intangibles                                     6,793             3,397            3,396              -
         Software                                        1,914             1,914                -              -
                                                 -------------    --------------    -------------    -----------

                                                 $      13,800    $        6,952    $       6,848    $         -
</TABLE>


                                      F-7

<PAGE>


eSportbike.com, Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. dollars)
For the year ended December 31, 2000

         On March 2, 2000,  the Company  entered into an  agreement  whereby the
Company purchased the assets of the proprietorship  eSportbike.com,  essentially
consisting  of the domain name.  The  purchase  price  consisted  of  CDN$10,000
(US$6,793) and the assumption of liabilities in the amount of  CDN$113,000.  The
assumption of liabilities was later renegotiated to CDN$1. At December 31, 2000,
accounts payable includes US$6,793 of the purchase price.

4.       Due to Shareholders

         Amounts due to shareholders  are  non-interest  bearing,  unsecured and
         have no fixed terms of repayment.

5.       Capital Stock

         Included as issued capital stock are 11,000,000 common shares which may
         not be traded without regulatory approval.

         All references in the accompanying  financial  statements to the number
         of common  shares  and  per-share  amounts  for 2000 and 1999 have been
         restated  to reflect  the stock  splits and  cancellation  of shares as
         noted below.

         During the year ended December 31, 2000 the Company  issued  11,000,000
         common  shares  valued at  $11,000  to  directors  of the  Company  for
         management services. (Note 6)

         On May 6, 1999 the  Board of  Directors  authorized  a 1,000 to 1 stock
         split and changed the authorized number of shares to 100,000,000 shares
         and the par value to $.001 for the Company's  common stock. As a result
         of the split, 999,000 shares were issued.

         On February 23, 2000 the Board of Directors authorized the acceptance
         of 800,000 restricted common shares returned to the Company by its
         former Officer and Director. The shares were canceled immediately upon
         receipt.

         On February 23, 2000 the Board of Directors  authorized a 27 to 1 stock
         split.  As a result of this split the Company issued  5,200,000  common
         shares.

6.       Related Party Transactions

         During the year ended December 31, 2000, the Company issued  11,000,000
         common shares valued at $11,000 to three shareholders of the Company as
         compensation for management services (Note 5).

         During the year ended  December 31, 2000,  the Company paid  management
         fees of US$14,980 to a director of the Company.


                                      F-8

<PAGE>

eSportbike.com, Inc.
(A Development Stage Company)
Notes to Financial Statements
(Expressed in U.S. dollars)
For the year ended December 31, 2000

7.       Subsequent Events

On January 15, 2001,  the Company  entered into an agreement  with two directors
and  shareholders  of the Company and certain  third  parties,  whereby for cash
proceeds of $220,000 the directors agreed to:

         a)       Assign  debts of  $220,000  owed to them by the Company to the
                  third parties.
         b)       Transfer  10,000,000  restricted  common shares of the Company
                  owned by them to the third parties.
         c)       Resign as directors of the Company

The Company  also agreed that the parties  assuming  the debt could  convert the
debt into common stock of the Company at a conversion price of $0.08 per share.

8.       Income Taxes

As of December 31, 2000, the Company had a net operating loss  carryforward  for
income tax  reporting  purposes  of  approximately  $250,000  that may be offset
against  future  taxable  income.  Current  tax laws  limit  the  amount of loss
available to be offset against  future taxable income when a substantial  change
in ownership  occurs.  Therefore,  the amount available to offset future taxable
income  may be  limited.  No tax  benefit  has been  reported  in the  financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused.

9.       Comparative Figures

Certain  prior  period's  figures  have been  restated to conform to the current
year's presentation.

10.      United States Generally Accepted Accounting Policies

These  financial  statements  have been  prepared in accordance  with  generally
accepted  accounting  principles  in Canada.  These  financial  statements  also
comply, in all material aspects,  with accounting  principles generally accepted
in the  United  States  and the  rules and  regulations  of the  Securities  and
Exchange Commission.


                                      F-9