EXPLORE TECHNOLOGIES INC



                            FILING TYPE:    10KSB
                            DESCRIPTION:    ANNUAL REPORT
                            FILING DATE:    APRIL 30, 2002
                            PERIOD  END:    JAN 31, 2002


                       PRIMARY EXCHANGE:    OVER THE COUNTER BULLETIN BOARD
                                 TICKER:    EXTL






<PAGE>
                                TABLE OF CONTENTS


--------------------------------------------------------------------------------
             To jump to a section, double-click on the section name.

                                      10KSB

Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5
Item 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5
Item 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5
Item 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5
Item 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      5
Item 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Table 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Item 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6
Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Table 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash Flow Statement. . . . . . . . . . . . . . . . . . . . . . . . . . .
Table 6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      18
Item 10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      19
Item 11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      19
Table 7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      19
Item 12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      20
Item 13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      20

                                     EX-27

Exhibit 27 Table . . . . . . . . . . . . . . . . . . . . . . . . . . . .


<PAGE>
                             Washington, D.C. 20549

                                   FORM 10-KSB

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                   FOR THE FISCAL YEAR ENDED JANUARY 31, 2002


                            EXPLORE TECHNOLOGIES INC.
           (Name of small business issuer as specified in its charter)


           Nevada                                               88-0419476
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)



                           #201 - 1166 Alberni Street
                  Vancouver, British Columbia, Canada, V6E 3Z3
  (Address, including postal code, of registrant's principal executive offices)

                                  (604)689-1659
                     (Telephone number including area code)


    Securities to be registered under Section 12(b) of the Exchange Act: None

    Securities to be registered under Section 12(g) of the Exchange Act: None


<PAGE>
                               EXPLORE TECHNOLOGIES,INC.
                                     FORM 10 -KSB
                                   TABLE OF CONTENTS



Item 1.      DESCRIPTION OF BUSINESS                                           5

Item 2.      DESCRIPTION OF PROPERTY                                           5

Item 3.      LEGAL PROCEEDINGS                                                 5

Item 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               6

Item 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS          6

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

Item 7.      FINANCIAL STATEMENTS

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

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

Item 10.     EXECUTIVE COMPENSATION

Item 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
             AND MANAGEMENT

Item 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Item 13.     INDEX TO EXHIBITS


<PAGE>
Item 1.          DESCRIPTION OF BUSINESS


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K under "Item 1. Business", "Item 2.
Properties", "Item 3. Legal Proceedings", and "Item 7. Management's Discussions
and Analysis of Financial Condition and Results of Operations" and elsewhere
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Explore Technologies, Inc. a company organized under the laws of Nevada (the
"Company") to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions; competition; success of operating initiatives; the success (or lack
thereof) with respect to the Company's exploration and development operations on
its properties; the Company's ability to raise capital and the terms thereof;
the acquisition of additional properties; changes in business strategy or
development plans; future rental revenues; exploration and other property
write-downs as hereinafter defined; the continuity, experience and quality of
the Company's management; changes in or failure to comply with government
regulations or the lack of government authorization to continue the Company's
projects; and other factors referenced in the Form 10-K. The use in this Form
10-K of such words as "believes", "plans", "anticipates", "expects", "intends",
and similar expressions are intended to identify forward-looking statements, but
are not the exclusive means of identifying such statements. The success of the
Company is dependent on the efforts of the Company, its employees and many other
factors including, primarily, its ability to raise additional capital and
establishing the economic viability of any of its exploration properties.

General Information

The Company was incorporated in the State of Nevada, U.S.A. on December 18,
1998. The Company was formerly an exploration stage company engaged in the
acquisition, exploration and development of mineral properties. The Company had
intended to carry out exploration work on the Miranda Property in order to
ascertain whether the Miranda Property possessed commercially developable
quantities of gold and other precious minerals. The Company's board of directors
determined that further exploration of the Miranda Property was not commercially
viable and decided on April 25, 2000 to abandon its interest in the Miranda
Property.

The Company is in the development stage and is currently attempting to acquire a
business operation that can be vended into the Company. In addition, it is
anticipated that any acquisition will be conditional upon the Company achieving
additional equity financing. The Company does not have any present arrangements
for additional equity financing and there is no assurance that additional equity
financing could be obtained.


Item 2.          DESCRIPTION OF PROPERTY

The Company sub-leases two offices at 201-1166 Alberni Street, Vancouver,
British Columbia.


Item 3.          LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company or any of
its subsidiaries is a party or to which any of their property is subject.


                                        5
<PAGE>
Item 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During this period covered by the Form 10-KSB, the Company did not submit any
matters to the Company's security holders to be voted upon.

Item 5.          MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Company trades on the OTC BB under the symbol EXTL. The Company was first
quoted on the Bulletin Board October 19, 1999. The high and low bid price for
the Company's common stock as quoted on the OTC BB is as follows:

- - -----------------------------------------------------------
Month Ending:      High       Low        Close      Volume
- - -----------------------------------------------------------
January, 2002     $.06        $.06        $.06      8,100
- - -----------------------------------------------------------
February, 2002    $.06        $.06        $.06      3,800
- - -----------------------------------------------------------
March, 2002       $.20        $.06        $.20      25,200
- - -----------------------------------------------------------



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

Plan of Operations

The Company had cash on hand in the amount of $217 as of January 31, 2002.

The Company anticipates that additional funding will be in the form of equity
financing from the sale of the Company's common stock.  There is no assurance
that the Company will be able to achieve additional sales of its common stock.
The Company does not have any arrangements in place for future equity financing
of the Company.

The Company will require additional funding in order to finance its continuing
obligations as a reporting issuer under the Securities Exchange Act of 1934.
The Company anticipates that it will require funds of approximately $20,000 over
the next twelve months to fund these obligations.  The Company has no
arrangements in place for future equity financing in order to fund these
obligations.


Results of Operations.

For the Year Ended January 31, 2002

The Company is in the development stage and currently is in the process of
reviewing new business opportunities.  The Company had identified several
potential companies to acquire and completed its due diligence on the targeted
businesses. However, upon completion of the due diligence process, the Company
has decided not to proceed with any acquisition of the targeted businesses.  The
successful completion of the Company's development program and its ultimate
transition into profitability is dependent upon obtaining adequate financing to
fulfill its development activities and achieving a level of sales adequate to
support the Company's cost structure.  All losses accumulated since inception
has been considered as part of the Company's development stage activities.

The Company's general and administrative expenses were $16,989 for the period
ending January 31, 2002. These expenses were mainly attributed to the costs
associated with becoming an Exchange Issuer under the Securities Exchange Act of
1934.


                                        6
<PAGE>
Liquidity and Capital Resources.

The Company's primary source of funds since incorporation has been through the
issue of its common stock.

The Company's cash position at January 31, 2001 was $217. At January 31,
2002, the Company had working capital of ($94,100).


                                        7
<PAGE>
Item 7.  FINANCIAL STATEMENTS



                           EXPLORE TECHNOLOGIES, INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS


                            JANUARY 31, 2002 AND 2001
                             (Stated in U.S. Dollars)






                                        8
<PAGE>
                                                           MORGAN
                                                           &
                                                           COMPANY
                                                           Chartered Accountants

                                AUDITORS' REPORT



To the Shareholders
Explore Technologies, Inc.
(A Development Stage Company)


We have audited the balance sheets of Explore Technologies, Inc. (a development
stage company) as at January 31, 2002 and 2001, and the statements of loss and
deficit accumulated during the development stage, cash flows and stockholders'
equity for the years ended January 31, 2002 and 2001, and the period from date
of inception, December 18, 1998, to January 31, 2002. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with United States and Canadian generally
accepted auditing standards.  Those standards require that we 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.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at January 31, 2002 and 2001,
and the results of its operations and cash flows for the years ended January 31,
2002 and 2001, and the period from date of inception, December 18, 1998, to
January 31, 2002 in accordance with United States generally accepted accounting
principles applied on a consistent basis.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 1 to the financial
statements, the Company has suffered recurring losses and net cash outflows from
operations since inception.  These factors raise substantial doubt that the
Company will be able to continue as a going concern.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.




Vancouver, Canada     "Morgan & Company"
April 15, 2002                                             Chartered Accountants



Tel: (604) 687-5841                 MEMBER OF      P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075             [GRAPHIC OMITTED]                 Suite 1488-700
www.morgan-cas.com                    ACPA                   West Georgia Street
                                  INTERNATIONAL          Vancouver, B.C. V7Y 1A1


                                        9
<PAGE>
<TABLE>
<CAPTION>
                           EXPLORE TECHNOLOGIES, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)


-----------------------------------------------------------------------------
                                                       JANUARY 31
                                                          2002        2001
-----------------------------------------------------------------------------
<S>                                                    <C>         <C>
ASSETS

Current
Cash                                                   $     217   $     844
=============================================================================

LIABILITIES

Current
Accounts payable (Note 4(a))                           $  80,981   $  75,955
Advances payable (Note 4(b))                              13,336       2,000
                                                       ----------------------
                                                          94,317      77,955
                                                       ----------------------

SHAREHOLDERS' EQUITY (DEFICIENCY)

Share Capital
Authorized:
25,000,000 Common shares, par value $0.001 per share

Issued and Outstanding:
15,225,000 Common shares                                   1,523       1,523

Additional paid in capital                               522,227     522,227

Deficit Accumulated During The Development Stage        (617,850)   (600,861)
                                                       ----------------------
                                                         (94,100)    (77,111)
                                                       ----------------------

                                                       $     217   $     844
=============================================================================
</TABLE>


                                       10
<PAGE>
<TABLE>
<CAPTION>
                           EXPLORE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                         STATEMENTS OF LOSS AND DEFICIT
                            (STATED IN U.S. DOLLARS)

                                                                           INCEPTION
                                                                          DECEMBER 18
                                                                            1998 TO
                                          YEARS ENDED JANUARY 31          JANUARY 31
                                       2002          2001        2000        2002
                                   ------------  -----------  ----------  -----------
<S>                                <C>           <C>          <C>         <C>

EXPENSES
  Bank charges                     $       126   $       787  $      276  $   1,203
  Interest                                   -       104,806           -    104,806
  Office and sundry                          -         2,981         832      3,967
  Office facilities and services             -             -       9,000      9,750
  Professional fees                      4,395        22,499      25,113     58,490
  Stock transfer and filing fees         7,450        12,616           -     20,066
  Travel and promotion                     600         8,215           -      8,815
  Foreign exchange gain                 (1,582)            -           -     (1,582)
  Mineral property maintenance
    and exploration expenditures             -             -      11,201     11,201
  Management fees                        6,000             -           -      6,000
                                   -------------------------------------------------

LOSS BEFORE THE FOLLOWING               16,989       151,904      46,422    222,716

LOSS ON TERMINATED ACQUISITION               -       357,634           -    357,634
ABANDONMENT OF MINERAL PROPERTY              -         3,500           -      3,500
CONTRACT CANCELLATION                        -        34,000           -     34,000
                                   -------------------------------------------------

NET LOSS FOR THE YEAR                   16,989       547,038      46,422  $ 617,850
                                                                          ==========
DEFICIT ACCUMULATED DURING THE
  EXPLORATION STAGE, BEGINNING OF
  YEAR                                 600,861        53,823       7,401
                                   -------------------------------------
DEFICIT ACCUMULATED DURING THE
  EXPLORATION STAGE, END OF YEAR   $   617,850   $   600,861  $   53,823
========================================================================

NET LOSS PER SHARE                 $      0.01   $      0.04  $     0.08
========================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                 1,522,500     1,293,125     605,000
========================================================================
</TABLE>


                                       11
<PAGE>
<TABLE>
<CAPTION>
                                  EXPLORE TECHNOLOGIES, INC.
                                (A DEVELOPMENT STAGE COMPANY)

                                  STATEMENTS OF CASH FLOWS
                                  (STATED IN U.S. DOLLARS)

---------------------------------------------------------------------------------------------
                                                                                  INCEPTION
                                                                                  DECEMBER 18
                                                                                    1998 TO
                                                   YEARS ENDED JANUARY 31         JANUARY 31
                                              2002         2001         2000         2002
---------------------------------------------------------------------------------------------
<S>                                       <C>           <C>          <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the year                 $   (16,989)  $ (547,038)  $  (46,422)  $ (617,850)


ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED BY OPERATING ACTIVITIES
    Stock issued for other than cash                -       91,750            -       91,750
    Loss on advances                                -      357,634            -      357,634
    Abandonment of mineral property                 -        3,500            -        3,500
    Change in accounts payable                  5,026       74,030       (1,646)      80,981
    Change in advances payable                 11,336        2,000            -       13,336
                                          ---------------------------------------------------
                                                 (627)     (18,124)     (48,068)     (70,649)
                                          ---------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition advances                            -     (357,634)           -     (357,634)
    Mineral property                                -            -       (2,500)      (3,500)
                                          ---------------------------------------------------
                                                    -     (357,634)      (2,500)    (361,134)
                                          ---------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Share capital issued                            -            -            -       65,000
    Convertible debt                                -      367,000            -      367,000
                                          ---------------------------------------------------
                                                    -      367,000            -      432,000
                                          ---------------------------------------------------

INCREASE (DECREASE) IN CASH                      (627)      (8,758)     (50,568)         217

CASH, BEGINNING OF YEAR                           844        9,602       60,170            -
                                          ---------------------------------------------------

CASH, END OF YEAR                         $       217   $      844   $    9,602   $      217
=============================================================================================
</TABLE>

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  FINANCING  AND  INVESTING  ACTIVITIES:

     During the year ended January 31, 2001, the Company issued 9,175,000 common
     shares on the conversion of debt totalling $367,000 at a fair market value
     of $0.05 per share. An amount of $91,750 representing a 20% discount on
     conversion has been charged to interest expense.


                                       12
<PAGE>
<TABLE>
<CAPTION>
                           EXPLORE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                             JANUARY 31, 2002 AND 2001
                             (STATED IN U.S. DOLLARS)

                                  COMMON STOCK
                           ------------------------------
                                               ADDITIONAL
                                                 PAID-IN
                            SHARES    AMOUNT     CAPITAL     DEFICIT      TOTAL
                           -------------------------------------------------------
<S>                        <C>        <C>      <C>          <C>         <C>
Shares issued for cash at
    $0.01                    600,000  $   600  $    59,400  $       -   $  60,000

Shares issued for cash at
    $0.10                      5,000        5        4,995          -       5,000

Net loss for the period            -        -            -     (7,401)     (7,401)
                           -------------------------------------------------------

Balance, January 31, 1999    605,000      605       64,395     (7,401)     57,599

Net loss for the year              -        -            -    (46,422)    (46,422)
                           -------------------------------------------------------

Balance, January 31, 2000    605,000      605       64,395    (53,823)     11,177

Shares issued for
  convertible debt           917,500      918      457,832          -     458,750

Net loss for the year              -        -            -   (547,038)   (547,038)
                           -------------------------------------------------------

Balance, January 31, 2001  1,522,500    1,523      522,227   (600,861)    (77,111)

Net loss for the year              -        -            -    (16,989)    (16,989)
                           -------------------------------------------------------

Balance, January 31, 2002  1,522,500  $ 1,523  $   522,227  $(617,850)  $ (94,100)
                           =======================================================
</TABLE>


                                       13
<PAGE>
                           EXPLORE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            JANUARY 31, 2002 AND 2001
                            (STATED IN U.S. DOLLARS)



1.   ORGANIZATION

     The Company was incorporated in the State of Nevada, U.S.A. on December 18,
     1998.


2.   DEVELOPMENT STAGE ACTIVITIES AND GOING CONCERN

     The Company is a development stage company as defined in the Statements of
     Financial Accounting Standards No.7. The Company is devoting substantially
     all of its present efforts to establish a new business and none of its
     planned principal operations have commenced. All losses accumulated since
     inception have been considered as part of the Company's development stage
     activities.

     Since inception, the Company has suffered recurring losses, net cash
     outflows from operations and, at January 31, 2002, has a working capital
     deficiency of $94,100. The Company expects to continue to incur substantial
     losses in its efforts to establish a new business. Since its inception, the
     Company has funded operations through common stock issuances and related
     party loans in order to meet its strategic objectives. Management believes
     that sufficient funding will be available to meet its business objectives,
     including anticipated cash needs for working capital, and is currently
     evaluating several financing options. However, there can be no assurance
     that the Company will be able to obtain sufficient funds to continue with
     its efforts to establish a new business. As a result of the foregoing,
     there exists substantial doubt about the Company's ability to continue as a
     going concern. These financial statements do not include any adjustments
     that might result from the outcome of this uncertainty.


3.   SIGNIFICANT ACCOUNTING POLICIES

     The financial statements of the Company have been prepared in accordance
     with generally accepted accounting principles in the United States. Because
     a precise determination of many assets and liabilities is dependent upon
     future events, the preparation of financial statements for a period
     necessarily involves the use of estimates which have been made using
     careful judgement.

     The financial statements have, in management's opinion, been properly
     prepared within reasonable limits of materiality and within the framework
     of the significant accounting policies summarized below:


                                       14
<PAGE>
                           EXPLORE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            JANUARY 31, 2002 AND 2001
                            (STATED IN U.S. DOLLARS)



3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     a)   Financial Instruments

          The Company's financial instruments consist of cash, accounts payable
          and advances payable. Unless otherwise noted, it is management's
          opinion that this Company is not exposed to significant interest or
          credit risks arising from these financial instruments. The fair value
          of these financial instruments approximate their carrying values,
          unless otherwise noted.

     a)   Income Taxes

          The Company has adopted Statement of Financial Accounting Standards
          No. 109 - "Accounting for Income Taxes" (SFAS 109). This standard
          requires the use of an asset and liability approach for financial
          accounting and reporting on income taxes. If it is more likely than
          not that some portion or all of a deferred tax asset will not be
          realized, a valuation allowance is recognized.

     c)   Stock Based Compensation

          The Company accounts for employee stock based compensation using the
          intrinsic value method prescribed in Accounting Principles Board
          Opinion No. 25 - "Accounting for Stock Issued to Employees" and
          related interpretations. Accordingly, compensation cost for stock
          options is measured as the excess, if any, of the fair value of the
          Company's common stock at the date of the grant over the amount an
          employee must pay to acquire the common stock. Non-employee stock
          based compensation is accounted for using the fair value method in
          accordance with SFAS No. 123 - "Accounting for Stock Based
          Compensation".

     d)   Use of Estimates

          The preparation of financial statements in accordance with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities at the date of the financial statements, and the reported
          amounts of revenues and expenses during the reporting period. Actual
          results could differ from management's best estimate as additional
          information becomes available in the future.

     e)   Net Loss Per Share

          The loss per share is calculated using the weighted average number of
          common shares outstanding during the year. Fully diluted loss per
          share is not presented as the impact of the exercise of options is
          anti-dilutive


                                       15
<PAGE>
                           EXPLORE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            JANUARY 31, 2002 AND 2001
                            (STATED IN U.S. DOLLARS)



4.   DEBT  SETTLEMENT

     a)   On January 4, 2002, the Company agreed to settle accounts payable
          totalling $13,055 by the issue of 261,100 common shares at a price of
          $0.05 per share. As at January 31, 2002, no shares have been issued.

     b)   On January 15, 2002, the Company agreed to settle advances totalling
          $2,500 by the issue of 50,000 common shares at a price of $0.05 per
          share. As at January 31, 2002, no shares have been issued.


5.   SHARE  CAPITAL

     During the year ended January 31, 2002, the Company consolidated its issued
     and outstanding common stock on a 10-old;1-new basis. The financial
     statements applicable to prior periods have been restated to reflect the
     consolidation of common stock.


6.   STOCK OPTIONS

     During the year ended January 31, 2002, the Company granted stock options
     to two directors to purchase 20,000 shares of common stock at a price of
     $0.20 per share. There is no expiry date of the options.

     As at January 31, 2002, all options remain outstanding.

     Had the stock based compensation been determined under the method
     prescribed by SFAS No. 123, the Company's loss for the period would have
     been as follows:

                                                           2002       2001
                                                        ---------------------

     Loss for the year                                  $(16,989)  $(547,038)
     Additional compensation expense                      (3,602)          -
                                                        ---------------------

     Pro-forma loss for the year                        $(20,591)  $(547,038)
                                                        =====================

     Pro-forma basic and fully diluted loss per share   $  (0.01)  $   (0.36)
                                                        =====================


                                       16
<PAGE>
                           EXPLORE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                            JANUARY 31, 2002 AND 2001
                            (STATED IN U.S. DOLLARS)



6.   STOCK OPTIONS (Continued)

     The pro-forma compensation expense is estimated using the Black Scholes
     option-pricing model assuming no dividend yield and the following weighted
     average assumptions for options granted:

                                                         2002   2001
                                                         -----------

     Risk free interest rate                             5.25%     -
     Expected life (in years)                             3.0      -
     Expected volatility                                  186%     -


                                       17
<PAGE>
Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

None.


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


The directors and officers of the Company, their ages and term of service is as
follows:

Name                      Age             Position with           Served as a
                                          Registrant              or Director
                                                                  Officer Since

Rod Jao                    29             President/Director    May 23, 2000


Cecil Morris               70             Director              July 24, 2000



Mr. Rod Jao is a director and the President of the Company. Mr. Jao is an
entrepreneur with extensive experience in providing broad-based strategic
direction to start-up technology companies. Most recently, Mr. Jao has provided
effective leadership at several conferences on international business
development. He continues to be a sought-after speaker in the private franchise
industry and speaks to thousands of potential entrepreneurs around the world.
His experience has led to the formation of several successful companies. Mr. Jao
has developed numerous business plans and overseen the implementation of the
administrative, logistic and operational plans, including support to the
research and development efforts. He has strong business contacts, research and
development contacts in both North America and Asia. Mr. Jao is the principal of
his own consulting company, Rykel Development Inc., which offers project
management services, private franchise business development, and advice on
investment strategy.

Mr. Cecil Morris is a director of the Company and brings many years of business
experience to the Company. His training is in engineering and his business
background covers heavy industry, where he developed and operated two large
steel window and hot dip galvanizing manufacturing plants. Mr. Morris has also
been involved in the fashion industry in setting up a chain of retail stores.

All directors are elected annually by the shareholders and hold office until the
next Annual Meeting of Shareholders. Each officer of the Company holds office at
the pleasure of the Board of Directors.


Family Relationships

No director or officer of the Company has any family relationship with any other
officer or director of the Company.


Significant Employees

The Company does not have any significant employees, other than its officers and
directors, at this time.


Involvement in Certain Legal Proceedings


                                       18
<PAGE>
The Company is not aware of any material legal proceedings involving any
director, director nominee, promoter or control person including criminal
convictions, pending criminal matters, pending or concluded administrative or
civil proceedings limiting one's participation in the securities or banking
industries, or findings of securities or commodities law violations.


Item 10. EXECUTIVE COMPENSATION

Officers and Directors

The Company paid each of the directors $3,000 for the latest fiscal year ended
January 31, 2002.  No other remuneration was paid to its officers or directors
during the period from its incorporation to January 31, 2001.  The Company may
during the course of the current year decide to compensate its officers and
directors for their services.

Incentive Stock Options

During the quarter ended October 31, 2001, the Company granted incentive share
purchase options to two directors to purchase 20,000 shares at an exercise price
of $0.20 per share.  There is no expiry date of the options. No options were
exercised in the period.

The following table sets forth the aggregated Common Stock Options exercised by
the named Executive Officers in the last fiscal year and the year-end value of
unexercised options:



<TABLE>
<CAPTION>
    Aggregated Option/SAR Exercises in Fiscal Year Ended January 31, 2002
                      And Fiscal Year-End Option Values

         Shares
         acquired              Number of unexercised       Value of Unexercised in-
         on         Value      Options/SARs at Fiscal      the-money Options/SARs at
         Exercise   Realized   Year-End (#)                Fiscal Year-End ($)
Name     (#)        ($)        Exercisable/Unexercisable   Exercisable/Unexercisable
-------  ---------  ---------  --------------------------  --------------------------
<S>      <C>        <C>        <C>                         <C>

Rod Jao          0          0                      20,000                           0
-------  ---------  ---------  --------------------------  --------------------------
 Cecil
Morris           0          0                      20,000                           0
-------  ---------  ---------  --------------------------  --------------------------
</TABLE>

Directors

Each of the Directors of the Company received $3,000 cash compensation by the
Company for their service as directors during the most recently completed fiscal
year.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 1, 2002, the number of Common
Stock
and the corresponding percentage ownership of (I) each person who held of
record, or was known by the Company to own beneficially, more than five percent
of the Company's Common Stock, (ii) each director and executive officer of the
Company, and (iii) all directors and executive officers of the Company as a
group. Unless otherwise indicated, the Company believes the following persons
have sole voting and investment power with respect to the number of shares set
forth opposite their names.


                                       19
<PAGE>
--------------------------------------------------------------------------------
Name & Address of Beneficial Owner   Amount of Beneficial       Percent of Class
                                     Ownership
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cede & Co                             594,007                  39.02%
03 The Tides, Royal Road
Cape Town, South Africa
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Antico Holdings                       100,000                  6.57%
07 Abraham Veerstraat
PO Box 840
Curacao, Neth Antilles
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Tommy Calvert                         100,000                  6.57%
Box 1290 Wandsbeck 3631
Natal, South Africa
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Weblink Marketing SA                  100,000                  6.57%
C/O PO Box 25635
Miami, FL, USA
33102
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cecil Morris                           69,063                  4.53%
03 The Tides, Royal Road
Cape Town, South Africa
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Directors and Officers As a Group      69,063                   4.53%
--------------------------------------------------------------------------------


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Nothing reportable.

The Company's policy regarding related transactions requires that any director
or officer who has an interest in any transaction to be approved by the Board of
Directors of the Company disclose the presence and the nature of the interest to
the Board of Directors prior to any approval of the transaction by the Board of
Directors.  The transaction may then be approved by a majority of the
disinterested directors, provided that an interested director may be counted in
the determining the presence of a quorum at the meeting of the Board of
Directors to approve the transaction. The Company's policy regarding
compensation for directors and officers is that the Board of Directors may,
without regard to personal interest, establish the compensation of directors for
services in any capacity.


Item 13. INDEX TO EXHIBITS

Financials:
- - ----------

The Company's audited Financial Statements, as described below, are incorporated
as Item 7 of this Form 10-KSB filing

Auditors Report of Morgan Company dated April 15, 2002

Consolidated Balance Sheet for the period ended January 31, 2002

Consolidated Statement of Loss and Deficit for the period ended January 31, 2002

Consolidated Statement of Cash Flows for the period ended January 31, 2002

Notes to Consolidated Financial Statements


                                       20
<PAGE>
                                    SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

EXPLORE TECHNOLOGIES, INC.


By:   /s/ Rod Jao
      -------------------------------
      Rod Jao, Director, President
      Date: April 30, 2002


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


By:   /s/ Rod Jao
      -------------------------------
      Rod Jao, Director and President
      Date: April 30, 2002


By:   /s/ Cecil Morris
      -------------------------------
      Cecil Morris, Director
      Date: April 30, 2002


                                       21
<PAGE>