SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

[X] Annual  Report Under Section 13 or 15(d) of the  Securities  Exchange Act of
    1934 for the fiscal year ended December 31, 2001

[ ] Transition  Report Under Section 13 or 15(d) of  Securities  Exchange Act of
    1934

                 For the transition period from ______ to ______

                         Commission File Number: 0-27087

                          eLOCITY NETWORKS CORPORATION
      (Exact Name of Small Business Registrant as Specified in its Charter)




             DELAWARE                               58-2027283
    (State or other jurisdiction
         of Incorporation)                (IRS Employer Identification Number)


          200 SOUTH WASHINGTON BLVD., SUITE 5, SARASOTA, FLORIDA 34236
                    (Address of Principal Executive Offices)

                  Registrant's Telephone Number: (941) 957-1009

        Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
par value

Indicate by check mark whether the Registrant (1) has filed all documents and
reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or 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 [ ]

Indicate by check mark if no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is 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. [X]

State Registrant's revenues for its most recent fiscal year: $269,707

The aggregate market value of the common equity held by non-affiliates computed
by reference to the average bid and asked prices of such stock as of April 1,
2002, was $644,306.08 ($0.055 per share for 11,714,656 shares)

The number of shares  outstanding of the Registrant's sole class of Common Stock
as of April 12, 2002, was 35,977,056.


<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

                           FORWARD-LOOKING STATEMENTS

This Report on Form 10-KSB contains certain  forward-looking  statements.  These
forward  looking  statements may include  statements  regarding (i) research and
development plans,  marketing plans,  capital and operations  expenditures,  and
results of operations;  (ii) potential financing  arrangements;  (iii) potential
utility and acceptance of the Registrant's  existing and proposed products;  and
(iv) the need for, and availability of, additional financing.

The forward-looking statements included herein are based on current expectations
and  involve  a  number  of  risks  and  uncertainties.   These  forward-looking
statements  are based on  assumptions  regarding the business of the  Registrant
which involve judgments with respect to, among other things, future economic and
competitive conditions and future business decisions, all of which are difficult
or impossible to predict  accurately and many of which are beyond the control of
the Registrant. Although the Registrant believes that the assumptions underlying
the forward-  looking  statements are reasonable,  any of the assumptions  could
prove inaccurate and, therefore, actual results may differ materially from those
set  forth  in the  forward-looking  statements.  In  light  of the  significant
uncertainties inherent in the forward-looking  information contained herein, the
inclusion of such information  should not be regarded as any  representation  by
the  Registrant  or any  other  person  that  the  objectives  or  plans  of the
Registrant will be achieved.




                                     Page 2
<PAGE>

                          ELOCITY NETWORKS CORPORATION
                              Report on Form 10-KSB

                   For the Fiscal Year Ended December 31, 2001

                                TABLE OF CONTENTS


                                     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 Vote of Security Holders.....................6

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters..............6

Item 6.  Management's Discussion and Analysis or Plan of Operation.............7

Item 7.  Financial Statements..................................................9

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.................................................10

                                    Part III

Item 9.  Directors and Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act....................10

Item 10.  Executive Compensation..............................................11

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

Item 12.  Certain Relationships and Related Transactions......................12

Item 13.  Exhibits, List and Reports on Form 8-K..............................12

                  Signatures..................................................13





                                     Page 3
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

                                   BACKGROUND

As used herein the term  Company  refers to eLocity  Networks  Corporation,  its
subsidiaries  and  predecessors,  unless  indicated  otherwise.  The Company was
incorporated  in the State of Delaware on January 6, 1993,  as Vaxcel,  Inc.. On
February 3, 2000, the Company changed its name to Chattown.com  Network, Inc. On
December 19, 2000, the Company changed its name to eLocity Networks Corporation,
the  current  name of the  Company.  The  Company  historically  engaged  in the
development and  commercialization of vaccine adjuvants and delivery systems and
a novel vaccine for the treatment of cancer.  However,  in the second quarter of
1999  the  Company  sold  all of the  rights  to its  technologies  for cash and
discontinued all of its operations.

During the third  quarter of 1999,  the Company  settled all of its  liabilities
from the proceeds it collected from the sale of its technologies, and remained a
shell from that time until April 2000. On April 10, 2000, the Company  purchased
a 100% interest in Value Plus Marketing,  Inc. (Value Plus), a private  internet
company,  in consideration  for 24,000,000 shares of the Company's common stock.
On that  same  date,  Thomas  Clay  and Mark  Schellenberger,  who were the sole
shareholders  of Value Plus,  were  elected as  officers  and  directors  of the
Company and the Company's prior officers and directors resigned.

On March 5, 2001, the Company  acquired  20,000,000  shares of common stock,  or
eighty percent (80%) of the shares of common stock then issued and  outstanding,
of Cyber Equestrian,  Inc., a Nevada corporation (Cyber Equestrian). The Company
acquired control of Cyber Equestrian  through an agreement between the Company's
Value Plus subsidiary and Axia Group, Inc. (Axia),  pursuant to which Value Plus
is required to provide corporate information and media services for Axia through
the Company's  websites.  Pursuant to the same agreement,  Axia will provide the
Company with the services necessary to file a registration statement authorizing
the transfer of all Cyber Equestrian shares held by the Company to the Company's
shareholders,  should the Company elect in the future to issue a stock  dividend
of such a nature to its shareholders.

                                    BUSINESS

The Company builds and maintains  websites for  entertainment  and informational
purposes.  Its revenues are generated by sales of banner  advertising,  sales of
chat room memberships, pay-per click search and investor relations services.

The Company  receives  most of its revenues from market  awareness  services for
public  companies,  which it performs on a fee for  service  basis.  The Company
provides   financial   content   on  its   Bell2bell.com,   Pennypicks.com   and
Stockmarketchat.com  websites.  The  Pennypicks.com  website provides  narrative
descriptions  of  the  Company's  public  company  clients.   The  Company  also
disseminates information on its client companies to subscribers to its financial
websites  on an opt-in  basis.  The website and e-mail  content  narratives  are
written by the  Company's  officers  from  information  provided  to the Company
through filings with the Securities and Exchange Commission, press releases, and
information provided directly by the Company's customers.

In addition to its financial content websites, the Company maintains interactive
websites  under  the  names  Chattown.com,   Chattersworld.com,   1ChatBlvd.com,
Chitterchatter.com,  Chatsports.com, and Buyopt.com. While some of the Company's
interactive websites are general chat rooms, some have specific focuses.

                                     Page 4
<PAGE>

The Company has completed its HoundDog.com  website,  an internet search portal.
The Company also maintains an interactive dating website, loversonly.com,  and a
political website, Chatpolitics.com.

All these sites may be accessed through the main Company site of www.elocity.com
where  links are  provided  to each of these  sites and  additional  information
regarding the Company is available.

                                   COMPETITION

The   Internet   industry   is   intensely   competitive   and  there  are  many
well-established competitors that have substantially greater financial and other
resources than the Company,  such as Yahoo, AOL, and MSN. These companies may be
better established in the marketplace.

The market for on-line products and services is rapidly evolving,  and intensely
competitive, and the Company expects competition to continue to intensify in the
future.  Barriers to entry are relatively  low, and current and new  competitors
can  launch new sites at a  relatively  low cost  using  commercially  available
software.

The Company also  potentially  faces  competition  from a number of large online
communities  and services that have expertise in developing  online commerce and
in facilitating online person-to- person interaction. These large companies with
strong brand  recognition  and  experience  in online  commerce also may seek to
compete in the online entertainment delivery market.

                                    EMPLOYEES

As of  December  31,  2001,  the  Company  employed 2 persons,  both of whom are
officers of the Company.

                             GOVERNMENTAL REGULATION

Existing domestic and international laws or regulations regulate  communications
or commerce on the web.  Further,  laws and regulations that address issues such
as  user  privacy,  pricing,  on-line  content  regulation,   taxation  and  the
characteristics   and  quality  of  on-line  products  and  services  are  under
consideration  by federal,  state,  local and foreign  governments and agencies.
Several telecommunications  companies have petitioned the Federal Communications
Commission to regulate  internet service  providers and online service providers
in a manner similar to the regulation of long distance telephone carriers and to
impose  access  fees on such  companies.  This  regulation,  if  imposed,  could
increase the cost of transmitting data over the web. Moreover, it may take years
to  determine  the extent to which  existing  laws  relating  to issues  such as
intellectual  property,  ownership  and  infringement,   liable,  obscenity  and
personal  privacy are  applicable to the web. The Federal Trade  Commission  and
government  agencies in certain states have been investigating  certain internet
companies  regarding  their use of  personal  information.  The  Company  cannot
anticipate  the  nature  and  extent of this  regulation,  nor its impact on the
Company.

The Company is subject to regulation by the Securities  and Exchange  Commission
with respect to the  information  which it provides  about  clients  through its
content-based  websites  or on an e-mail  basis.  The Company  believes  that it
complies with its regulatory obligations.

                                     Page 5

<PAGE>

                         ITEM 2. DESCRIPTION OF PROPERTY

The Company owns no real property.  The Company is leasing its office located at
200 South  Washington  Blvd.,  Suite 5,  Sarasota,  Florida 34236 on a month-to-
month basis. This office is 310 square feet in size and monthly rental is $497.


                            ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

            ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

No matter was submitted during the fiscal year covered by this Report.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's common stock is quoted on the Electronic  Bulletin Board under the
symbol,   ELOC   (formerly   CTWN).   Trading  in  the   common   stock  in  the
over-the-counter  market has been limited and sporadic  and the  quotations  set
forth below are not necessarily indicative of actual market conditions. Further,
these prices reflect inter-dealer prices without retail mark-up,  mark-down,  or
commission,  and may not necessarily reflect actual  transactions.  The high and
low bid prices for the common  stock for each  quarter of the fiscal years ended
December 31, 2000 and 2001 and the first quarter of 2002 are as follows:


         PERIOD                                  BID PRICES
                                   ---------------------------------------
                                       HIGH                  LOW
                                   -----------------    ------------------

Quarter Ended March 31, 2000           3.625                 .08
Quarter Ended June 30, 2000            .9375                 .5625
Quarter Ended September 30, 2000        .875                 .50
Quarter Ended December 31, 2000         .25                  .125
Quarter Ended March 31, 2001            .35                  .09
Quarter Ended June 30, 2001             .22                  .07
Quarter Ended September 30, 2001        .21                  .01
Quarter Ended December 31, 2001         .04                  .01
Quarter Ended March 31, 2001            .13                  .013

Such quotations reflect inter-dealer prices,  without retail mark-up,  mark-down
or  commission.  Such  quotes  are  not  necessarily  representative  of  actual
transactions  or of  the  value  of the  Company's  securities,  and  are in all
likelihood  not based upon any  recognized  criteria of securities  valuation as
used in the investment banking community.

As of April 12,  2002,  there  were an  estimated  926  holders of record of the
Company's common stock. Certain of the shares of common stock are held in street
name and may, therefore, be held by several beneficial owners.

                                     Page 6
<PAGE>


As of April 12, 2002,  there were  35,495,656  shares of common stock issued and
outstanding.   Of  those  shares  at  least  24,000,000  shares  are  restricted
securities of the Company within the meaning of Rule 144(a)(3) promulgated under
the Securities Act of 1933, as amended, because such shares were issued and sold
by the Company in private  transactions not involving a public  offering.  These
24,000,000  restricted  securities  are held by affiliates  and may only be sold
pursuant to a registration statement or pursuant to Rule 144.

In general,  under Rule 144, as currently in effect, subject to the satisfaction
of certain other conditions, a person, including an affiliate of the Company (in
general, a person who has a control relationship with the company) who has owned
restricted  securities  of common  stock  beneficially  for at least one year is
entitled  to sell,  within any  three-month  period,  that number of shares of a
class of securities  that does not exceed the greater of (i) one percent (1%) of
the shares of that class then  outstanding  or, if the common stock is quoted on
NASDAQ,  (ii) the average  weekly  trading  volume of that class during the four
calendar  weeks  preceding  such sale. A person who has not been an affiliate of
the company for at least the three months immediately preceding the sale and has
beneficially owned shares of common stock for at least two (2) years is entitled
to sell such  shares  under Rule 144  without  regard to any of the  limitations
described above.

No prediction can be made as to the effect,  if any, that future sales of shares
of common stock or the availability of common stock for future sale will have on
the market  price of the common stock  prevailing  from  time-to-time.  Sales of
substantial  amounts of common stock on the public market could adversely affect
the prevailing market price of the common stock.

The Company has never paid a cash dividend on its common  stock.  The payment of
dividends may be made at the discretion of the Board of Directors of the Company
and will depend upon, among other things, the Company's operations,  its capital
requirements, and its overall financial condition.


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

The following  discussion and analysis  should be read in  conjunction  with the
Financial  Statements for the years ended December 31, 2000 and 2001,  appearing
elsewhere in this Report on Form 10- KSB.

The Company's  Financial  Statements filed with this Report,  and the discussion
which  follows  under  this  Item 6,  have  been  prepared  on the  basis of the
consolidation  of the  Company  and its  wholly-  owned  subsidiary,  Value Plus
Marketing,  Inc.. The Company's  acquisition of all of the outstanding  stock of
Value Plus in April 2000 has been  accounted  for under the  pooling of interest
method of accounting (see Note A to the Financial  Statements).  In a pooling of
interest, the assets,  liabilities,  stockholders' equity, revenues and expenses
of both the Company and Value Plus have been  combined as if both  companies had
been  combined  at the  beginning  of the  periods  presented,  which,  in  this
instance,  means that the  Financial  Statements  are  combined as of January 1,
1999, notwithstanding that the actual combination of the companies did not occur
until April 10, 2000.

RESULTS OF OPERATIONS

The Company  had  revenues of $269,707  for the year ended  December  31,  2001,
compared to revenues of $693,870 for 2000. The Company's  expenses  decreased to
$430,410  in  the  year  ended  December  31,  2001,  from  $474,651  for  2000.
Accordingly, the Company's net income resulted in a loss for the year ended 2001
in the  amount  of  $159,767  as  compared  to net  income  in the year  2000 of
$116,381,  this change is as a result of a large drop in revenue while operating
expenses  decreased  only 10%. This large drop in revenues is primarily a result
of loss of advertising  revenue related to the general economic  downturn during
calendar year 2001.


                                     Page 7
<PAGE>

The Company's  principal  revenue focus in 2001 was the  generation of fees from
investor  relations  services.  The  substantial  drop  in  stock  prices  which
commenced  in 2000 and  continued  during  2001 has  substantially  reduced  the
Company's  ability to generate  revenues from this source.  The Company does not
believe that its revenues  from investor  relations  services will improve until
the general economic conditions improve.

Banner advertising revenues have provided a substantial portion of the Company's
revenues in the past.  However  revenues  from this source  continued to decline
during 2001 as advertisers  became more selective in spending their  advertising
dollars.

The  Company had a net loss of $159,767  in the year ended  December  31,  2001,
compared to net income of $80,891 in 2000.  Although the Company's expenses from
operations was comparable in each fiscal year, the Company had a net income from
operations of $219,219 in 2000 compared to a loss from operations of $160,701 in
2001. The Company had a loss on securities of only $148 in 2001 compared to loss
on  securities  of  $108,298  in 2000.  The  Company  reported  no  losses  from
discontinued operations in 2001, compared to a loss from discontinued operations
of $31,790 in the year 2000.

At December 31, 2001, the Company held trading securities which it had valued at
$13,435 on receipt,  but which had a fair  market  value of $11,316 at year end.
The  Company's  $148  loss on  securities,  and the  decrease  in fair  value of
securities held by it at year end,  occurred  because of changes in the value of
securities  between the time that the Company received them as consideration for
services and either the value of those  securities at year end or the amount for
which the  Company  realized  from  their  sale  during  the year.  The  Company
anticipates  that such losses will continue to occur if the  securities  markets
maintain their current volatility.

LIQUIDITY AND CAPITAL RESOURCES

As of  December  31, 2001 the  Company's  current  assets  were  $38,728 and had
current  liabilities of $67,937. A substantial  portion of the Company's current
liabilities  as of December 31, 2000,  consisted of income taxes  payable in the
amount of $67,502,  this  obligation  was satisfied  during 2001.  The Company's
accounts  payable were $48,500 at December 31, 2001 and the Company was indebted
to the officers of the Company in the sum of $19,437 for loans and advances made
to the Company.

The Company does not believes that it has sufficient  cash, cash equivalents and
operating  income  to  maintain  its  business  at its  existing  level in 2002.
However,  management  has  determined  that the  Company  can grow only  through
acquisitions.  Management has commenced discussions with acquisition  candidates
having  a  variety  of  businesses,  but as of the date of this  Report  has not
determined to pursue to completion  any  particular  business  opportunity.  The
Company believes that it can make acquisitions  primarily for stock, but that it
will also require cash in order to acquire other businesses. As the Company does
not have  sufficient  cash or cash  equivalents  for such  purpose,  the Company
intends to sell common stock or other equity  securities  of the Company in 2002
on a private  or public  basis.  The  timing of any such  equity  sales,  or the
proceeds which the Company may realize from them, cannot now be anticipated.

                                     Page 8
<PAGE>


ABILITY TO CONTINUE AS A GOING CONCERN

The  Company's  ability  to  continue  as a going  concern  is in doubt.  As the
Company's core business is dependent on the national economy, and in particular,
the securities trading markets, the economic trends during 2001 and the declines
in the securities markets had substantial adverse

effect upon the Company.  The Company's  current assets include prepaid expenses
of  $50,000,  however,  these  expenses  can be used only with  respect to Cyber
Equestrian and therefore the Company's ability to utilize those prepaid expenses
in the near  future is  limited.  In the  event  that the  Company  is unable to
substantially  decrease its operating  expenses,  increase its operating income,
and raise significant additional capital, as to which there is no assurance, the
Company will in all  probability  not be able to continue as a going  concern in
calendar year 2002.

ITEM 7. FINANCIAL STATEMENTS

       See the Financial Statements that begin on page F-1 of this Report.




















                                     Page 9
<PAGE>















                          eLOCITY NETWORKS CORPORATION





                        REPORT ON AUDITS OF CONSOLIDATED
                              FINANCIAL STATEMENTS




                               FOR THE YEARS ENDED
                           DECEMBER 31, 2001 AND 2000














                       Bobbitt, Pittenger & Company, P.A.


                                       F-1
<PAGE>



                                Letterhead of Bobbitt, Pittenger & Company, P.A.



February 26, 2002


TO THE STOCKHOLDERS
eLocity Networks Corporation
Sarasota, Florida


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


We have audited the accompanying  consolidated balance sheet of eLocity Networks
Corporation   and   subsidiaries  as  of  December  31,  2001  and  the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
the years  ended  December  31,  2001 and  2000.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of eLocity Networks
Corporation  and  subsidiaries  as of  December  31, 2001 and the results of its
operations  and its cash flows for the years ended December 31, 2001 and 2000 in
conformity with accounting principles generally accepted in the United States of
America.

Bobbitt, Pittenger & Company, P.A.


Certified Public Accountants









1605 Main Street, Suite 1010 Sarasota, FL 34236
Telephone 941-366-4450       Fax # 941-954-7508


                                       F-2
<PAGE>

                          eLOCITY NETWORKS CORPORATION





                                    CONTENTS


                                                                            PAGE

FINANCIAL STATEMENTS

    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                 F-2

    CONSOLIDATED BALANCE SHEET                                               F-4

    CONSOLIDATED STATEMENTS OF OPERATIONS                                    F-5

    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                           F-6

    CONSOLIDATED STATEMENTS OF CASH FLOWS                                    F-7

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               F-9















                                       F-3
<PAGE>

                          eLOCITY NETWORKS CORPORATION

                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001

        ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                     $     10,406
    Refundable income taxes                                              6,300
    Trading securities                                                  11,316
    Accounts receivable - trade                                         10,706
                                                                  ------------
        TOTAL CURRENT ASSETS                                            38,728

PROPERTY AND EQUIPMENT
    Computers                                                            7,748
    Software                                                            24,957
                                                                  ------------
                                                                        32,705
    Less: accumulated depreciation                                    (19,686)
                                                                  ------------
                                                                        13,019
                                                                  ------------

    Rent deposit                                                         1,552
                                                                  ------------

           TOTAL ASSETS                                           $     53,299


    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                              $     48,500
    Due to owners                                                       19,437
                                                                  ------------
    Income taxes payable

           TOTAL CURRENT LIABILITIES                                    67,937
                                                                  ------------
STOCKHOLDERS' EQUITY
    Preferred stock, $.001 par value, 2,000,000
        shares authorized; no shares issued and outstanding                  -
    Common stock, $.001 par value, 200,000,000
        shares authorized; 35,757,056 shares
        issued and outstanding                                          35,757
    Additional paid-in capital                                      12,558,505
    Retained deficit                                              (12,546,400)
    Less: treasury stock 200,000 shares                               (62,500)
                                                                  ------------

        TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                          (14,638)
                                                                  ------------

           TOTAL LIABILITIES AND STOCKHOLDERS'
                EQUITY (DEFICIT)                                  $     53,299


                        See notes to financial statements


                                       F-4
<PAGE>

                          eLOCITY NETWORKS CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                               For the years ended
                                                                  December 31,
                                                           2001                     2000
                                                        ---------                ----------
<S>                                                    <C>                     <C>


REVENUES
    Membership and advertising fees                     $ 269,707                $ 693,870
                                                        ---------                ---------
EXPENSES
    Advertising                                            26,986                    8,147
    Automobile                                                777                   10,488
    Consulting                                            101,037                  138,562
    Depreciation                                            7,085                    4,286
    Office                                                  5,220                   17,319
    Online and hosting service                            141,785                  185,901
    Other expense                                           6,236                   29,058
    Payroll                                                34,588
    Professional fees                                      83,400                   62,001
    Rent                                                    9,309                    6,008
    Telephone and utilities                                12,344                    5,581
    Travel                                                  1,643                    7,300
                                                        ---------                ---------
                                                          430,410                  474,651
                                                        ---------                ---------
NET (LOSS) INCOME FROM OPERATIONS                        (160,703)                 219,219

OTHER INCOME (EXPENSE)
    Interest/other                                          1,084                    5,460
    Loss on securities                                       (148)                (108,298)
                                                        ---------                ---------
(Loss) income before provision for income taxes
    and discontinued operations                          (159,767)                 116,381

Provision for income tax                                      -                     (3,700)
                                                        ---------                ---------
NET (LOSS) INCOME FROM CONTINUING
    OPERATIONS                                           (159,767)                 112,681

    Loss from discontinued operations                                              (31,790)
                                                        ---------                ---------
NET (LOSS) INCOME                                       $(159,767)               $  80,891

NET (LOSS) INCOME PER COMMON SHARE
    Basic                                               $   (.004)               $    .002

WEIGHTED AVERAGE SHARES OUTSTANDING                    35,757,056               35,757,056
</TABLE>

                       See notes to financial statements.

                                       F-5
<PAGE>

                          eLOCITY NETWORKS CORPORATION

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>

                                                         Additional
                              Common Stock                Paid-in          Treasury
                          Shares           Amount         Capital           Stock        Retained deficit       Total
                       ------------    -----------   ----------------  --------------    -----------------    -----------
<S>                   <C>             <C>           <C>               <C>               <C>                  <C>

Balance at
   January 1, 2000       35,757,084        $35,757        $12,496,005  $            -    $    (12,370,197)       $161,565

Donation of common
   stock                          -              -             62,500        (62,500)                   -               -

Distributions                     -              -                  -               -             (97,327)       (97,327)

Net Income                        -              -                  -               -               80,891         80,891
                       ------------    -----------   ----------------  --------------    -----------------    -----------
Balance at
    December 31, 2000    34,757,084         35,757         12,558,505        (62,500)         (12,386,633)        145,129

Shares issued                     2

Shares retired                 (30)

Net Loss                          -              -                  -               -            (159,767)      (159,767)
                       ------------    -----------   ----------------  --------------    -----------------    -----------
Balance at
   December 31, 2001     35,757,056        $35,757        $12,558,505       $(62,500)        $(12,546,400)    $  (14,638)


</TABLE>












                                       F-6
<PAGE>



                       See notes to financial statements.
                          eLOCITY NETWORKS CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                      For the years ended
                                                         December 31,
                                                     2001             2000
                                                  ----------       ---------
CASH FLOWS FROM OPERATING ACTIVITIES
    Customer and advertising receipts             $  238,919       $ 324,758
    Interest and other income                            936           5,460
    Cash paid to suppliers                         (366,716)       (484,042)
    Income taxes paid                               (10,000)              -
                                                  ----------       ---------
NET CASH USED BY OPERATING ACTIVITIES              (136,861)       (153,824)

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment               (5,252)        (10,440)
    Proceeds from sale of trading securities          81,713         233,465
                                                  ----------        --------
NET CASH PROVIDED BY INVESTING ACTIVITIES             76,461         223,025

CASH FLOWS FROM FINANCING ACTIVITIES
    Distributions                                          -        (97,327)
                                                  ----------       ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS           (60,400)        (28,126)

CASH AND CASH EQUIVALENTS,
    beginning of year                                 70,806          98,932
                                                  ----------       ---------
CASH AND CASH EQUIVALENTS,
    end of year                                   $   10,406       $  70,806









                                       F-7
<PAGE>

                       See notes to financial statements.


                          eLOCITY NETWORKS CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                        For the years ended
                                                             December 31,
                                                       2001            2000
                                                   ----------       ----------
RECONCILIATION OF NET (LOSS) INCOME TO
    NET CASH USED BY OPERATING
      ACTIVITIES

NET (LOSS) INCOME                                  $(159,767)       $   80,891

ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME
    TO NET CASH USED BY OPERATING ACTIVITIES
        Depreciation                                   7,085             4,286
        Loss on sale of securities                       148           108,298
        (Increase) decrease accounts receivable       (2,288)           37,147
        Trading securities received for services     (28,500)        (406,439)
        Increase in refundable income taxes           (6,300)
        Decrease in prepaids                         -                  17,500
        Increase in rent deposit                     -                 (1,552)
        Increase in accounts payable                  37,024            10,393
        Increase in due to owners                     19,437
        Decrease in income taxes payable              (3,700)          (4,348)
                                                   ---------        ----------
NET CASH USED BY OPERATING ACTIVITIES              $(136,861)       $(153,824)


                                       F-8
<PAGE>


                          eLOCITY NETWORKS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The consolidated  financial  statements  include the accounts of eLocity Network
Corporation   (formerly  Vaxcel,   Inc.)  (the  Company)  and  its  wholly-owned
subsidiary,   Value  Plus  Marketing,   Inc.   (Value  Plus).   All  significant
inter-company balances and transactions have been eliminated in consolidation.

The Company's 80% owned subsidiary, Cyber Equestrian, Inc. (Cyber Equestrian) is
not included in this  consolidated  financial  statement,  as their activity for
2001 is not significant to the financial statements as a whole.

On April 10, 2000, Vaxcel entered into a Stock Purchase Agreement  ("Agreement")
with Value Plus, a private internet company headquartered in Sarasota,  Florida.
Pursuant to the Agreement, Vaxcel purchased 100% of the stock of Value Plus, for
twenty-four  million  shares of the  common  stock of  Vaxcel.  The  twenty-four
million shares of the Company's common stock was equivalent to approximately 69%
of the Company's  issued and  outstanding  shares of its common stock.  Upon the
merger,  Vaxcel  changed  its name to  ChaTTown.com  Network,  Inc.  The Company
(formerly  ChaTTown.com  Network,  Inc.)  changed  its name to eLocity  Networks
Corporation in December of 2000.

The stock  purchase was accounted  for under the pooling of interests  method of
accounting.  In a pooling  of  interest,  the  underlying  assets,  liabilities,
stockholders' equity, revenues and expenses are combined and become the recorded
amounts of the combined company as if they had been combined at the beginning of
the periods presented.

On March 5, 2001, for $200,000, the Company acquired 20,000,000 shares of common
stock,  or eighty  percent  (80%) of the shares of common  stock then issued and
outstanding,  of Cyber  Equestrian.  The Company  acquired these shares of Cyber
Equestrian  through an agreement between the Company's Value Plus subsidiary and
Axia  Group,  Inc.  (Axia),  pursuant to which Value Plus is required to display
corporate information  concerning Axia on the Company's websites.  Also pursuant
to the same  agreement,  Axia has agreed to provide the Company with services in
the amount of $50,000.

Organization

eLocity  Network  Corporation's  business is to build and maintain  websites for
entertainment and informational  purposes. The Company is paid by other internet
companies to advertise on its  websites.  The Company also  receives  membership
revenue from  individuals  who want to subscribe to their e-mail  services.  The
Company's primary  objectives are to diversify and develop feature rich websites
with unique  content which will enable it to expand its global reach and overall
market share and to acquire and develop internet companies.




                          eLOCITY NETWORKS CORPORATION

                                       F-9
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue and Cost Recognition

Revenue is generated from membership fees,  advertising  sales and other website
visits originating at the Company's websites.  The Company recognizes income and
the related expenses when earned and incurred,  respectively.  The Company often
receives  stock in lieu of cash for  advertising  fees from other internet based
companies.  The  customers'  fee for this form of payment  is between  20% - 50%
higher because of the  uncertainty  of the companies'  longevity in this sector.
The Company  records the revenue at the fair market  value of the stock and then
discounts  the revenue to reflect the markup of 20% - 50%.  The Company  uses an
average 40% to discount  this revenue to actually  reflect the revenue  received
had the customer  paid in cash.  Some of the stock  received  has  restrictions.
However,  it is  management's  intent to sell the stock  quickly to hedge itself
against market volatility.

Use of Estimates in the Preparation of Financial Statements

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

Property and Equipment

Property  and  equipment  are  carried  at cost and are  depreciated  using  the
straight-line  method over the estimated useful lives of the assets, which range
from three to five years.

Income per Common and Common Equivalent Share

The  computation  of basic  earnings  per  common  share is  computed  using the
weighted average
number of common shares outstanding during the year.

The  computation  of diluted  earnings per common share is based on the weighted
average  number of the  shares  outstanding  during the year plus  common  stock
equivalents  which would arise from the  exercise of stock  options and warrants
outstanding  using the treasury  stock  method and the average  market price per
share during the year.  Common stock equivalents are not included in the diluted
earnings per share  calculation when their effect is  antidilutive.  At December
31, 2001, there were no outstanding stock options or warrants.

Cash and Cash Equivalents

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  investments  with  a  maturity  of  three  months  or  less  to be  cash
equivalents.






                                      F-10
<PAGE>

                          eLOCITY NETWORKS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

Income taxes have been provided  using the liability  method in accordance  with
FASB Statement No. 109, "Accounting for Income Taxes".

Advertising Expense

The cost of advertising is expensed as incurred.

Investments

Trading  securities  are often received as revenue in lieu of cash. The security
is  recorded at fair market  value on the day of  receipt.  The Company  uses an
average 40% discount on stock  received  based on the fair value of  advertising
fees.  Realized  gains and losses and  declines in value judged to be other than
temporary  on trading  securities  are  recorded  as a loss and  expensed in the
Consolidated  Statement of Operations.  The cost of securities  sold is based on
the specific identification method.

Accounts Receivable

The  Company  uses the  direct  write-off  method to account  for  uncollectible
accounts  receivable.  There were no  uncollectible  accounts as of December 31,
2001.

Stock Benefit Plan

On April 3, 2000,  the Company  adopted a stock  benefit  plan  authorizing  the
issuance of 750,000 shares of the Company's  common stock,  par value $.001.  At
the  discretion  of the Board of  Directors,  shares may be issued or options to
acquire  shares may be  granted.  At  December  31, 2001 there were no shares or
options that had been issued.

Reclassifications

To  conform  to  current  year  presentation,  certain  2000  amounts  have been
reclassified. These reclassifications have no effect on 2000 net income.









                                      F-11
<PAGE>




                          eLOCITY NETWORKS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B - TRADING SECURITIES

                                              Gross Realized
                                              and Unrealized         Fair
                          Cost                    Losses             Value
                        ---------------------------------------------------
December 31, 2001

Trading securities    $   13,435              $      (2,119)        $ 11,316
                      ==========              =============         ========

The Company's market value declines  occurred on securities  acquired as payment
of  advertising  revenue.  Revenue is  discounted  because the  Company  charges
customers who pay with  securities,  in lieu of cash, a premium of between 20% -
50%.  An average  of 40% was used as the  discount  (See Note A). The  Company's
position is to sell securities received as revenue,  as quickly as possible,  to
hedge against market volatility.  All securities  received were from advertising
customers.

NOTE C - DISCONTINUED OPERATIONS

The Company's discontinued operational losses of Vaxcel in the amount of $31,790
are  included in the  consolidated  statement of  operations  for the year ended
December 31, 2000.

Discontinued  operations  were not shown net of tax because of the  inability to
realize this deferred tax asset.

NOTE D - STOCKHOLDERS' EQUITY

The consolidated statement of stockholders' equity is presented as if the merger
on April 10, 2000 had occurred January 1, 2000.

On October 25, 2000, 200,000 shares of common stock were donated to the Company.
The Company used the treasury stock cost method to account for the donation.
















                                      F-12

<PAGE>



                          eLOCITY NETWORKS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE E - INCOME TAXES

Significant components of the provision for income taxes attributable to income
at December 31, is as follows:

                                              2001                 2000
                                              ----                 ----
Current:
    Federal                              $                         $   2,900
    State                                                                800
                                         -------------           -----------

    Provision for income taxes           $           -                 3,700
                                         -------------                 -----

Deferred tax asset
    Investments                              $   2,781              $ 21,370
    Intangible assets                            5,167                     -
        Net loss carryforward                   32,752                     -
                                            ----------         -------------
                                                40,700                21,370
    Less: valuation allowance                  (40,700)              (21,370)
                                             ---------             ---------

                                         $     -               $     -
                                         =============         =============

The deferred tax asset is a tax effect of a temporary difference in the basis of
investments  for book and tax  purposes.  The  Company  has  elected to record a
valuation  allowance equal to the deferred tax asset because of uncertainty over
its realization.

NOTE F - EARNINGS PER SHARE

The following table sets forth the computation of basic earnings per share
(EPS):

                                                2001                   2000
                                                ----                   ----

Numerator
    (Loss) income                           $    (159,767)       $       80,891
                                            -------------        --------------

Denominator
    Denominator for basic earnings per
        share - weighted-average shares        35,757,071            35,757,084
                                             ============          ============

The computation of diluted EPS is the same as basic earnings per share because
there are no dilutive securities, therefore diluted EPS is not presented.











                                      F-13

<PAGE>



                          eLOCITY NETWORKS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G - OPERATIONS PRIOR TO ACQUISITION

Operations from January 1 - April 9, 2000 for Vaxcel and Value Plus are as
follows:

                                               Vaxcel                Value Plus

Revenues                                    $                         $234,317

Expenses                                       (31,790)               (55,191)
                                               -------                 -------

Net (loss) income                           $  (31,790)               $179,126
                                             ==========               ========

Operations above for Vaxcel is included in the discontinued  operations  section
of the income statement for the year ended December 31, 2000.

NOTE H - CONCENTRATIONS OF CREDIT RISK

Financial  instruments  that  potentially  subject  the  Company to  significant
concentrations of credit risk consist principally of cash and investments.

The  Company  maintains  cash and  cash  equivalents  and  short  and  long-term
investments with several financial  institutions.  The Company performs periodic
evaluations of the relative credit standing of those financial institutions that
are  considered  in the  Company's  investment  strategy.  The Company  does not
require collateral on these financial instruments.

NOTE I - COMMITMENTS AND CONTINGENCIES

The Company leases office space under a non-cancelable  month-to-month operating
lease. Rent expense for the office space was approximately $9,300 and $6,000 for
the years ended December 31, 2001 and 2000, respectively.

NOTE J - RELATED PARTY TRANSACTIONS

The  Company's  owners have provided  uncompensated  services to the Company and
personally paid for Company expenses.  The amount owed to the owners at December
31, 2001 was $19,437.




                                      F-14

<PAGE>



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

None.

                                    PART III

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

The  following  sets  forth  the names and ages of the  Company's  officers  and
directors.   The   directors  of  the  Company  are  elected   annually  by  the
shareholders, and the officers are appointed annually by the board of directors.

NAME                         AGE          POSITION
-----------------------------------------------------------------------------


Thomas Clay                  37           President, Director

Mark Schellenberger          37           Vice President, Treasurer, Director

Thomas Clay,  37 founded  Alternative  Publishing in 1989. In 1992 he co-founded
Mega900 Communications. In 1994 he started PowerNet Internet Publishing to be an
Internet-only publishing company. In 1999 he co-founded and developed Value Plus
Marketing to be an exclusive  Internet holding  company.  Some of the Value Plus
Marketing Inc.;s holdings include the Chattown.com Network as well as another 25
websites.

Mark  Schellenberger,   36,  has  a  background  in  visual  communications  and
marketing.  In 1990 he co- founded  Value Plus  Marketing  Co., a marketing  and
advertising  company.  In 1994 he  joined  Thomas  Clay to form the basis of the
PowerNet Internet  Publishing company. In 1999 he co-founded and developed Value
Plus Marketing to be an exclusive Internet holding company.

Directors are elected  annually and hold office until the next annual meeting of
the  shareholders  of the  Company or until  their  successors  are  elected and
qualify. Officers serve at the discretion of the Board of Directors. The Company
does not pay any cash  compensation  for  attendance  at  directors  meetings or
participation at directors functions.

BOARD OF DIRECTORS

All  directors  of the  Company  hold office  until the next  annual  meeting of
stockholders or until their successors are elected and qualified.

The Company's By-Laws eliminate the personal liability of officers and directors
to the fullest extent permitted by Delaware Law. The effect of such provision is
to require the Company to indemnify  the  officers and  directors of the Company
for any claim arising against such persons in their official  capacities if such
person acted in good faith and in a manner that he reasonably  believed to be in
or not opposed to the best  interests of the Company,  and,  with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was lawful.

There are no committees of the Board,  which acts as the full Board with respect
to any matter.  No director receives any compensation for serving as a member of
the Board of Directors.

No compensation is paid to any director, as such, for his or her services,  but,
by  resolution  of the Board of  Directors,  a fixed sum or  expense  for actual
attendance at each regular or special meeting by the Board may be authorized.

                                     Page 10

<PAGE>



COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Based  solely on a review of Forms 4 and 5  furnished  to the  Company and filed
with the  Securities  and Exchange  Commission  under Rule 16a-3(e)  promulgated
under  the  Securities  Exchange  Act of 1934,  the  Company  believes  that all
directors,  officers  and  beneficial  owners  of more  than 10% of any class of
equity  securities filed on a timely basis the reports required by Section 16(a)
of the Exchange Act during the most recent fiscal year.

ITEM 10. EXECUTIVE COMPENSATION

The following  tables and notes  present for the three years ended  December 31,
2001, the compensation  paid by the Company to the Company's  President and Vice
President. No other executive officer of the Company received compensation which
exceeded $100,000 during any of the three years ended December 31, 2001.


                                                   SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
<S>                    <C>        <C>                                      <C>
                                                                           Long Term Compensation

                           Annual Compensation                    Awards                               Payouts
                       --------------------------- ---------------------------------------- ------------------------------
                                                    Restricted Stock       Securities          LTIP          All Other
Name and Principal                     Salary           Award(s)       Underlying Options     payouts      Compensation
Position                  Year          ($)               ($)                SARs(#)            ($)             ($)
---------------------  ---------- ---------------- ------------------ --------------------- -----------  -----------------
Thomas Clay               2001         $55,000             -                    -                -               -
President, Director       2000        $158,560 (1)         -                    -                -               -
                          1999        $125,000             -                    -                -               -
                          1998         $95,000             -                    -                -               -
Mark
Schellenberger            2001         $55,000         -                        -                -               -
Vice President,           2000         $99,422 (1)         -                    -                -               -
Treasurer, Director       1999        $125,000             -                    -                -               -
                          1998         $95,000             -                    -                -               -

(1) Consists of consulting fees and distributions. See Financial Statements, Note K.

</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The table below sets forth information with respect to the beneficial  ownership
of the  Common  Stock by (i) each of the  directors  of the  Company,  (ii) each
person known by the Company to be the  beneficial  owner of five percent or more
of the outstanding  Common Stock, and (iii) all executive officers and directors
as a group,  as of April 12,  2001.  Unless  otherwise  indicated,  the  Company
believes that the  beneficial  owner has sole voting and  investment  power over
such shares.


                                     Page 11

<PAGE>




               NAME AND ADDRESS OF     NUMBER OF SHARES    PERCENTAGE OF
                BENEFICIAL OWNER         BENEFICIALLY        OWNERSHIP
                                            OWNED
------------------------------------ -------------------- --------------------
Thomas Clay                               12,000,000           33.35%
200 South Washington Blvd. Suite 9
Sarasota, FL 34236

Mark Schellenberger                       12,000,000           33.35%
200 South Washington Blvd. Suite 9
Sarasota, FL 34236

Axia Group, Inc.                           2,140,086            5.95%
268 West 400 South Suite 300
Salt Lake City, Utah 84101

Officers and Directors                    24,000,000           66.7%
as a group (2 persons)



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

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

Exhibit          Page
No.               No.    Description
<TABLE>
<CAPTION>
<S>              <C>     <C>
---------------------------------------------------------------------------------------------------------

2.1              *       Agreement and Plan of Merger and Contribution dated December 6, 1996, by and
                         among CytRx Corporation, Vaxcel, Inc., Vaxcel Merger Subsidiary, Inc. and
                         Zynaxis, Inc. (incorporated by reference to the Company's Registration Statement
                         on Form S-4 (File No 333-19125) filed on March 26, 1997).

3.1              *       Certificate of Incorporation (incorporated by reference to the Company's
                         Registration Statement on Form S-4 (File No. 333-19125) filed on March 26, 1997)

3.2              *       By-Laws (incorporated by reference to the Company's Registration Statement on
                         Form S-4 (File No. 333- 19125) filed on March 26, 1997).

3.3              *       Amendment to Certificate of Incorporation filed December 19, 2000 to change
                         name to eLocity Networks Corporation.

3.4              14      Consent letter dated April 12, 2002 from auditor, Bobitt, Pittenger & Company,
                         P.A.

10.1             *       Stock Purchase Agreement between the Company, Thomas Clay and Mark
                         Schellenberger dated April 10, 2000 (incorporated by reference to the Company's
                         Report on Form 8-K filed April 20, 2000.

10.2             *       Agreement dated February 12, 2001, between Value Plus Marketing, Inc., and Axia
                         Group, Inc., acquisition of Cyber Equestrian.

</TABLE>


-------------------------
* Previously filed as indicated and incorporated herein by reference from the
referenced filings previously made by the Company.





                                     Page 12

<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this Annual Report and any subsequent amendments thereto
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                           ELOCITY NETWORKS CORPORATION


Dated: April 12, 2002                       By:    /s/ Thomas Clay
                                                   --------------------
                                                   Thomas Clay, President & CFO



Pursuant to the requirements of the Securities Act of 1934, this Annual Report
has been signed below by the following persons in their respective capacities
with the Registrant and on the dates indicated.



SIGNATURE                          TITLE                        DATE

                                   President, Director          April 12, 2002
   /s/ Thomas Clay
---------------------------
Thomas Clay

                                   Vice President, Treasurer    April 12, 2002
 /s/ Mark Schellenberger                  and Director
---------------------------
Mark Schellenberger



                                     Page 13

<PAGE>


Exhibit 3.4  - Auditor's Consent

                Letterhead of Bobbitt, Pittenger & Company, P.A.
                          Certified Public Accountants

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation of the Elcoity Networks Corporation ("Elocity")
December 31, 2001 audited financial statements dated February 26, 2002 with
Elocity's Form 10-K filed with the Securities and Exchange Commission.


Bobbitt, Pittenger & Company, P.A.
--------------------------------------

BOBBITT, PITTENGER & COMPANY, P.A.
Sarasota, Florida
April 12, 2002







                                       CPA
                     The CPA, Never Underestimate The Value

         1605 Main Street, Suite 1010        Telephone 941-366-4450
             Sarasota, FL 34236                Fax # 941-954-7508

                                     Page 14