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

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

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

                   For the fiscal year ended December 31, 2001

Commission File Number: 0-28847

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

                        Florida               65-0260846
          -------------------------------    -------------------------
          (State or other jurisdiction of    (I.R.S. Empl. Ident. No.)
                         incorporation or organization)

        1027 South Rainbow Boulevard, Unit 391, Las Vegas, Nevada, 89145
        ----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (702) 341-6622
                                 --------------
                           (Issuer's telephone number)

       Securities registered under Section 12(b) of the Exchange Act: NONE
         Securities registered under Section 12(g) of the Exchange Act:

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

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

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

State issuer's revenues for its most recent fiscal year $12,047


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The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 28, 2002 was $9,958,741 based on a closing bid price of
$0.720.

At February  8, 2002, 15,006,303 shares of common stock, par value $.001 per
share (the registrant's only class of voting stock) were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Registrant's 8-K 12g-3 dated May 12, 2000 is incorporated by reference into Part
III of this Report.


                          GRAVITAS INTERNATIONAL, INC.
                                   FORM 10-KSB
                   for the fiscal year ended December 31, 2001
                                TABLE OF CONTENTS

PART I

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

PART II

Item 5.  Market for Common Equities and Related Stockholder Matters
Item 6   Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Item 7.  Financial Statements
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

PART III

Item 9  Directors, Executive Officers, Promoters and Control Persons.
Item 10  Executive Compensation
Item 11.  Security Ownership of Certain Beneficial Owners and Management
Item 12  Certain Relationships and Related Transactions

PART F/S

Financial Statements

PART IV

ITEM 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-k

Signatures


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                FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

This Annual Report contains various forward-looking statements and information,
including (but not limited to) under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," that are based on
management's beliefs as well as assumptions made by and information currently
available to management, including statements regarding future economic
performance and financial condition, liquidity and capital resources and
management's plans and objectives. When used in this document, the words
"expect," "anticipate," "estimate," "believe," and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
various risks and uncertainties that could cause actual results to vary
materially from those stated. Should one or more of these risks or uncertainties
materialize or should underlying assumptions prove incorrect actual results may
vary materially from those anticipated, estimated, expected or projected. Some
important factors that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements include, but
are not limited to the following: our limited operating history; history of
losses; competition; our ability to manage growth and integration; risks of
technological change; competition for customers; pricing and transportation of
products; marketing relationships with third party suppliers; our ability to
protect our intellectual property rights; economic and political factors; risk
of technological change; market acceptance of our products, our ability to raise
capital, ability to secure licenses, uncertainty regarding infringing
intellectual property rights of others; security risks and the other risks and
uncertainties described under. All such factors are difficult to predict,
contain uncertainties that may materially affect actual results, and are beyond
our control.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

     a) Company Background.

Gravitas International, Inc. (the "Company") was incorporated in the State of
Florida on April 10, 1991, under the name of Aarden-Bryn Enterprises, Inc. The
Company became a foreign registrant in the State of Nevada on December 24, 1998,
and became qualified to transact business in the State of Nevada.

Since its incorporation, the Company has changed its name several times. On
August 27, 1998 the Company changed it name to Corbett's Cool Clear Water, Inc.,
on August 31, 1998 to Corbett's Cool Clear Water, Inc., on October 26, 1998 to
Canadian Cool Clear Water, Inc., on February 11, 1999 to Canadian Cool Clear
WTAA, Inc., on September 24, 1999 to WTAA International, Inc., and finally to
its current name, Gravitas International, Inc. on December 6, 2001.

On May 11, 2000, the Company consummated a merger whereby it acquired 100% of
the issued and outstanding common shares of Tempus, Inc. ("Tempus") for total
consideration of $206,000. At the date of combination, Tempus was a dormant
public shell company with no identifiable assets. As such, the transaction was
considered a capital transaction rather than a business combination. The company
completed a plan of merger whereby the company was merged with Tempus and the
separate existence of Tempus was to cease and the company continued as the
surviving corporation and retained the name "WTAA International, Inc.".

On November 14, 2001, the Company acquired 100% of the issued and outstanding
common shares of Evolution Marketing Systems, Inc. ("EMSI") for total
consideration of 1,500,000 common shares in Gravitas. The Company completed a
plan of organization whereby EMSI became a wholly owned subsidiary, subsequently
renamed Gravitas Digital Communications.


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<PAGE>
     Licenses

In March 1999, the Company entered into a license agreement for the use of
licensed material on the labels of bottled water. This agreement expired in
December 2001, and required the payment of royalties on the sales of the
licensed product at a rate of 6.0% of net sales. This agreement can be extended
at the request of the Company. As of December 31, 2001, no sales of licensed
product have occurred and no royalties have been paid or accrued, and the
license expired and is considered terminated.

During the fiscal year 2000, the Company entered into various license agreements
with a production studio that expire December 31, 2000 through December 31,
2002. These agreements require the payment of royalties in the amount of the
greatest of 5% to 6% of the wholesale standard price or a minimum annual
guarantee of $175,000, $25,000 and $30,000 in 1999, 2000 and 2001 respectively.
The agreements also require the Company to spend a minimum of 7.5% of the sale
revenues on marketing programs as well as outline target marketing and shipment
dates, none of which have been met by the Company. During the year ended
December 31, 2001, the Company accrued the remaining $30,000 of the license fees
due 2002 in the accompanying financial statements.

During the fiscal year 2000, licensors terminated two agreements, originally
entered into during calendar year 1999, as a result of the Company's
nonperformance. In connection with these terminations, the Company expensed
$150,000 representing previously capitalized royalty and license fees. It also
recorded an additional liability and an expense in the amount of $50,000 to
reflect minimum guarantee payments that became due upon termination. As of
December 31, 2001, royalty and license fees payable include $160,000 due under
these terminated agreements.



     Acquisition

In November 2001, the Company executed a letter of intent to acquire an
interactive marketing company, for a total consideration of 1,500,000 common
shares, and 750,000 warrants. On November 14, 2001 the Company acquired 100% of
the issued and outstanding shares of Evolution Marketing Systems Inc(EMSI). Upon
closing, Gravitas delivered to EMSI's shareholders 500,000 common shares (the
"First Gravitas Shares"), and 250,000 warrants (the "First Warrants"),
exercisable to purchase up to an aggregate of 250,000 common shares at $US0.75
per share at any time or from time to time provided that such Warrants are
exercised on or before the second anniversary of the Closing Date. 250,000
common shares of the 1,500,000 will be registered by Gravitas, which if approved
by the SEC would make those shares free trading, although subject to affiliate
rules. It is envisioned that these registered shares would be allocated to the
founders of EMSI. Gravitas is in the process of preparing a registration
statement with respect to shares acquired under a recent private placement, and
will include the EMSI shares within that application so as to expedite the
process, which is anticipated to take no less than six months, although no
assurances can be given in that regard.

The remaining part of the Purchase Price, namely the 1,000,000 common shares and
500,000 warrants, will be held in escrow, with such shares and warrants vesting
to the vendors on the following basis;: The next 500,000 common shares (the
"Second Shares") and 250,000 warrants (the "Second Warrants") on the date (the
"First Vesting Date") at which EMSI's aggregate earnings before interest, taxes,
depreciation and amortization, calculated cumulatively from November 30, 2001 in
accordance with generally accepted United States accounting principles, totals
$100,000 (United States funds). The exercise price on the Second Warrants will
be established at the closing price of the Purchaser on the Vesting Date, and
such Second Warrants will be exercisable at any time or from time to time
provided that such Warrants are exercised on or before the second anniversary of
the First Vesting Date.

Then the remaining 500,000 common shares (the "Third Shares") and 250,000
warrants (the "Third Warrants") on the date (the "Second Vesting Date") at which
EMSI's aggregate earnings before interest, taxes, depreciation and amortization,
calculated cumulatively from November 30, 2001 in accordance with generally
accepted United States accounting principles, totals $200,000 (United States
funds). The exercise price on the Third Warrants will be established at the
closing price of the Purchaser on the Second Vesting Date, and such Second
Warrants will be exercisable at any time or from time to time provided that such
Warrants are exercised on or before the second anniversary of the First Vesting
Date.


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<PAGE>
     Acquisition Deposits

In October 2000, the Company executed letters of intent to acquire two bottling
companies and invest in a third, for a total consideration of $4,680,000. One
the Company's former directors controlled all three companies. The purchase
price was subject to adjustment upon the completion of standard due diligence
conducted by the Company. Any potential increase to the purchase price was to
satisfied through an issuance of the Company's common stock.  A cash payment of
$4,180,000 was due on or before December 15, 2000 of which the Company advanced
$250,000. In addition, the Company was to advance $500,000 that would be
collateralized by short-term notes receivable. No funds were advanced as of
December 31, 2000.

Subsequent to the fiscal year ended December 31, 2000, in January 2001, the
company paid $31,000 to extend its right to acquire equity interests in the
three bottling companies. On February 9, 2001, the company made a standard
commercial loan in the amount of  $500,000, which funds were used to purchase
equipment and upgrade the production facility. These loans bear interest at 8%
and require monthly repayments of interest, commencing on March 9, 2001, and
principal, commencing on May 9, 2001. Interest payments are up-to-date and paid
as agreed. These loans are secured by a lien on machinery acquired with the
aforementioned advances.

The due diligence conducted on the target companies in February 2001 indicated
that the financial performance of the target companies was below what was
previously expected. Accordingly, management has terminated negotiating with the
vendors.


     b) Description of Business

Gravitas International Inc. is a solutions provider developing turn-key
solutions for imaging companies in the event photography industry. Gravitas has
a suite of products and services that allow marketers, advertisers, and
companies themselves to realize the full potential of the digital photography.
Gravitas has created a way for companies to convert from the analog world of
event photography, to the digital world. Gravitas products help companies to
increase efficiency and reduce the costs associated with analog photography.

Gravitas International Inc. also has an array of products and services that
allow marketers, advertisers, and companies themselves to create much greater
results from their campaigns, interact with their target markets, and increase
the likelihood of future sales exponentially.

The Company helps clients hear and respond to the needs of their customers by
creating an interaction and dialogue versus speaking with them. Gravitas's
systems are simple. Instead of trying to guess or create something your target
market is looking for, we allow the target markets to become a part of the
campaign, and to tell us what it is they are looking for. Once the marketers
know what their target market is looking for it is up to the companies to
deliver the products or services.

     c) Products and services

     The Company has four main products and services; Digital Solutions, E-Post
Greetings, Rom-IT, and E-Market-IT.

Gravitas Digital Solutions is the solution event photography has been waiting
for. The Gravitas solution allows for a seamless transition between analog
photography and digital photography.

Through Gravitas's e-post greetings line of products, companies actually receive
the photographs, voices, and experiences of their target market, as well as an
endless amount of valuable feedback.  This data is collected on location at
events or key locations that are designated by the marketers themselves. Once
accumulated, this information is instantly compiled, profiled, and formatted
into a digital postcard, or interactive commercial that is unique to every
individual recipient.


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To accommodate the demand for individual marketing and photography, Gravitas
will market licensing agreements to companies that will in turn use agents to
market the product. This Agent arrangement will ensure that Gravitas "Agents"
will be there to cover any events. Kiosks are the second form of E-post Greeting
data accumulators. These Kiosks will be strategically placed in key high traffic
areas where they are used as promotional tools for companies. These Kiosks are
able to collect thousands photographs, names, addresses, and comments per day
and turn every one into an individualized keepsake that the recipients
themselves have created on behalf of the sponsoring marketer.

Rom - IT is a direct mail piece that allows for unprecedented interaction and
data capturing. Consumers can purchase these CD presentation pieces that are
unique to others from the aspect of interaction, profiling ability, response
tracking, and delivery of updateable content. Another unique option on our
CD-roms is our ability to install customized programs that stay as a branding on
the screen of your recipient. This branding is constantly tracked, and the
information is updated as is needed.

E-Market - IT allows e-companies to purchase information to help facilitate
their information needs on scale that has never been seen before. Through
Gravitas's profiling and tracking systems you are delivered up to date metrics
on each of your marketed recipients.  You are able to track, not only who opened
the message and forwarded the message, but also how the recipients responded to
the message itself, how much time was spent in which areas, and which areas
seemed to be avoided.

By keeping track of this information within the Gravitas system, we are able to
aid in delivering sales suggestions, detailed profiles on your target
demographic, and more focused information for future campaigns.


     d) Industry Information

FORRESTER RESEARCH estimates companies will spend $1.1 billion on e-mail
marketing services in 2001, up from $400 million in 2000. Comparatively, sales
of banner ads, buttons, sponsorships and display marketing will fall by 18
percent, down to $6 billion this year from $7.6 billion in 2000, the company
predicts.  A second report from research firm Gartner, expected this week,
offers a more encouraging estimate of $7.9 billion in overall ad sales-down
marginally from $8 billion last year, according to the Interactive Advertising
Bureau (IAB), an industry trade group. Unlike Forrester's breakdown, Gartner's
estimate includes revenue from classified advertising and e-mail marketing. The
rapid growth in e-mail marketing has come from traditional online companies,
which are increasingly choosing third parties to host their customer e-mail
promotions. Companies benefiting from the trend are not Web publishers but ad
and marketing companies such as Digital Impact, DoubleClick and a raft of
dot-coms that run such services.

Market analysts have long predicted e-mail would become an increasingly
important marketing tool for businesses. Jupiter Media Metrix estimated in a
recent report that marketers will spend more on digital marketing such as e-mail
and sweepstakes than on Web advertising by 2006, for a total of $19.3 billion.
The IAB, which publishes annual ad sales figures in conjunction with auditor
PricewaterhouseCoopers, said U.S. Web advertising sales for the first half of
the 2001 equaled $3.76 billion. By that measure, if sales remained flat as some
financial analysts expect, the market would be worth about $7.5 billion this
year. The IAB recorded a 7.8 percent decline in sales in the first half of the
year from the year-ago period. A new breed of online advertisers evolving from
the dot-com bust has caused growth rates to slow but not stop. Still, the market
hasn't been hit as hard as traditional advertising because it's continuing to
mature. It's still a very small market, representing only 3 percent of the
entire advertising industry at $250 billion annually. Traditional advertisers
comprise 60 percent of the market this year and are expected to equal 72 percent
next year.


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<PAGE>
Looking forward, Gartner estimates the market will be worth $18.8 billion in
2005, propelled by rich media and broadband advertising. It also reported that
the landscape of advertisers will change from dot-com and technology companies
to traditional advertisers such as automakers and consumer packaged goods
companies by 2005. Meanwhile, Forrester predicts that in 2005 the Web
advertising market will hit sales of $9.1 billion. That figure is only half of
the digital marketing industry comprising e-mail and interactive TV advertising.
Forrester sliced the e-mail market into two areas: customer communications and
opt-in e-mail list services. Sales for list and newsletter advertising are
expected to slightly increase from this year to next, reaching $220 million in
2001 and $223 million in 2002. Sales in customer communications will climb from
an expected $1.1 billion in 2001 to $1.8 billion in 2002.


     e) Foreign Operations

The Company currently operates only in North America, but plans to operate in
foreign markets in the future.

The Company will face significant risks as a result of its international
operations which may include regulatory delays or disapprovals, exchange rate
fluctuations which will make it more difficult for foreign buyers to buy the
Company's services if local currencies are devalued, expenses and delays due to
political instabilities, changes in local tariffs and foreign distributors
failing to fulfill purchase commitments

     f) Competition

We believe we compete on the basis of our proprietary content offerings and
services focused on what the customer needs are. We believe that we are
differentiated relative to our competitors due to our vertical focus of
providing content, community and commerce to Internet industry and information
technology professionals, Web developers and experienced Internet users.

The market for Internet-based services is relatively new, intensely competitive
and rapidly changing. Since the advent of commercial services on the Internet,
the number of online services competing for users' attention and spending has
proliferated. We expect that competition will continue to intensify. We compete
with other companies, which direct a portion of their overall Web content at the
Internet professional community, such as CNET, Inc. and CMP Media Inc.

Many of our current and potential competitors have longer operating histories,
larger customer bases, greater brand recognition and significantly greater
financial, marketing and other resources than we have. These competitors may be
able to respond more quickly to new or emerging technologies and changes in
customer requirements and to devote greater resources to the development,
promotion and sale of their products and services than we can. The number of
companies competing for the attention and spending of our community of Internet
users has increased and we expect it to continue to increase.


Employees

The Company has three full time employees in its Vancouver, BC Canada offices
and engages consultants on an as needed basis. The subsidiary currently has ten
full time employees in its Vancouver, BC Canada offices and engages consultants
on an as needed basis.

Risk Factors

The Company needs to secure additional working capital in order to carry out our
business plan. We also need to secure all levels of management to manage, and
employees to affect that model. We will need to secure distributors and
suppliers for our products, and will need to further develop our license
program. Finally, we need to market that program. Failure to accomplish any of
these tasks is a risk that may adversely affect the business model.


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<PAGE>
Failure to meet applicable regulations in U.S. or foreign markets could lead to
costly recalls, loss of certification to market product or, even in the absence
of governmental action, to loss of revenue as a result of adverse market
reaction to negative publicity.



ITEM 2.  DESCRIPTION OF PROPERTY

   The Company's principal business address is located at 1027 South Rainbow
Blvd. Suite 391 Las Vegas, Nevada, 89145-6232, although that address is a
mailbox only. The Company's maintains a small satellite office at 638 Millbank
Vancouver, BC Canada V5Z 4B7. The Company's subsidiary principal business
address is located at 2610-520 Pike St. Seattle, Washington, 98101. The
subsidiary maintains a satellite office at 659A Moberly Rd, Vancouver, BC Canada
V5Z 4B2.

ITEM 3.  LEGAL PROCEEDINGS

As of February 15, 2002, there is currently three known lawsuit or claim made
against the Company.

1. Steven Nickolas v. WTAA International, Inc. (District Court Clark County,
Nevada, action # A425635, commenced October 13, 2000). Steven Nickolas a former
employee of the company filed a complaint alleging that the company failed to
compensate him for performance, and seeks damages of 250,000 common shares. The
Company has filed a defense and counterclaim alleging that Steven Nickolas has
breached the employment and the exclusivity agreements and seeks court ordered
damages.

2. Starbase-1 Coffee Company, Inc. v. WTAA International, Inc. (District court
Clark County, Nevada, action # A413322) in 1999, the Company entered into an
agency agreement with Starbase-1 Coffee Company, Inc. ("Starbase") granting the
Company the exclusive right to the manufacture, distribution and marketing of
bottled water products using licensed images from the Star Trek television
series.  Starbase alleges that the Company has breached the agency agreement and
seeks to terminate the agency agreement and unspecified damages. The Company has
filed a defense and counterclaim alleging that Starbase has breached the agency
agreement by engaging another firm to produce bottled water products bearing the
Star Trek images and seeks a court order requiring Starbase cooperate with the
Company in the manufacture, distribution and marketing of the Star Trek-branded
bottled water products through Canada and the United States.

3. Madech Financial Services Inc. v. Memoremail Corp., Kevin Hayden, and WTAA
International, Inc. (Vancouver, BC Canada, Vancouver Registry, action #S021150)
Madech is asserting they advanced money to MemorEmail that was subject to trust
conditions. There is no schedule for proceedings.


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

During the fourth quarter of 2001, the issuer submitted a name change circular
filed October 23,2001 to the Vote of its security holders. The measure was
agreed upon, and the name change was completed by February 2002.

                   PART II

ITEM 5.  MARKET FOR COMMON EQUITIES AND RELATED STOCKHOLDER MATTERS

     (a) Market Price


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     The Company's Common Stock is presently quoted on the National Association
of Securities Dealers' Over-The-Counter Bulletin Board.

     As of December 30, 2001 the Company had 77 shareholders of record of its
common stock. The company has not paid cash dividends on its common stock. The
Company anticipates that for the foreseeable future any earnings will be
retained for use in its business, and no cash dividends will be paid on the
common stock. Declaration of common stock dividends will remain within the
discretion of the Company's Board of Directors and will depend upon the
Company's growth, profitability, financial condition and other relevant factors.

     The table below reflects the high and low "bid" and "ask" quotations for
the Company's Common Stock for each of the calendar years covered by this
report, as reported by the National Association of Securities Dealers Over the
Counter Bulletin Board National Quotation System. The prices reflect
inter-dealer prices, without retail mark-up, markdown or commission and do not
necessarily represent actual transactions; they also reflect the 15:1 reverse
stock split.

  1999         High     Low
------------  -------  ------
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter     15.00  6.5625

  2000         High     Low
-----------  --------  ------
1st Quarter    43.125.   7.50
2nd Quarter   15.9375   1.641
3rd Quarter   11.9535   2.343
4th Quarter    8.4375. 0.9375

  2001         High     Low
-----------  --------  ------
1st Quarter      0.88    0.34
2nd Quarter      0.75    0.27
3rd Quarter      0.65    0.50
4th Quarter      0.83    0.26

   (b) Other.

     The securities of the Company will be considered low-priced or "designated"
securities under rules promulgated under the Securities and Exchange Act of
1934. Penny Stock Regulation and Broker-Dealer practices in connection with
transactions in "Penny Stocks" are regulated by certain rules adopted by the
Securities and Exchange Commission. Rule 15g-9 under the Exchange Act
establishes the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)


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<PAGE>
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks. Therefore, the Company's stock will become
subject to the penny stock rules and investors may find it more difficult to
sell their securities, should they desire to do so.

     (C) Dividends.

     The payment of dividends is within the discretion of the Board of Directors
of the Company. The Company currently intends to retain all earnings, if any, in
the foreseeable future for use in the development of the Company's business. The
Company has not paid dividends since inception. It is not anticipated that any
dividends will be paid in the foreseeable future and there can be no assurance
that dividends can or will ever be paid. The payment of dividends is contingent
upon future earnings, if any, the Company's financial condition and capital
requirements, general business conditions and other factors.

     (d) Transfer Agent.

     The Transfer Agent for the Company's Common Stock is Silver State Registrar
3541 Summer Estates Circle, Salt Lake City, Utah 84121.

     (e) Recent Sales of Unregistered Securities

     In June 1998 the Company issued 1,667 free trading common shares to 25
FOUNDING shareholders for a total consideration of $500.

     In June of 1998, the Company issued 65,000 restricted common shares to
three shareholders in consideration of $4,500. These shares were issued under
Reg. D 504 and were affixed with a "144" legend and became free trading in June,
2000.

     In December 1998 the Company issued 533,333 common shares by way of an
Initial Offering Memorandum to eight investors in exchange for $8,000. Two
shareholders were affiliates under this Offering and their share were issued
with the appropriate restrictions. All other investors in the Offering received
free trading shares.

     In January 1999, the Company issued 1,467 restricted common shares by way
of a private placement under Reg. D. 504 to one investor in exchange for $66,000
or $45.00 per Share which proceeds were intended to fund the Company's immediate
working capital needs.

     In April of 1999, the Company issued 6,732 restricted common shares by way
of a private placement under Reg. D 504 to two investors in exchange for
$125,224 or $18.75 per share which proceeds were proceeds were intended to fund
the Company's immediate working capital needs.

     In May, 1999, the Company issued 3,704 restricted common shares by way of a
private placement under Reg S. to one investor in exchange for $75,000 or $20.25
per share which proceeds were proceeds were intended to fund the Company's
immediate working capital needs.

     In July, 1999, the Company issued 2,222 restricted common shares by way of
a private placement under Reg. S to one investor in exchange for $50,000 or
$22.50 per share which proceeds were proceeds were intended to fund the
Company's immediate working capital needs.


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<PAGE>
     In September 1999 the Company issued 3,889 restricted common shares of the
Company by way of a private placement under Reg S. to one investor in exchange
for $350,000 or $9.00 per share which proceeds were proceeds were intended to
fund the Company's immediate working capital needs. As part of the offering
price, the accredited investor also received 6,667 Share Purchase Warrants
convertible into an equivalent number of share of the Company's Common Stock
from the date of Investment to September, 2000, at a strike price of $10.65 per
Share. A finder's fee in the amount of $40,000 was paid in connection with this
private placement.

     In May, 1999 the Company issued 16,667 restricted common shares of the
Company under Reg S. to an employee in consideration for services rendered to
the Company.

     In December, 1999, the company issued an aggregate of 9,506 restricted
common shares of the Company by way of a private placement under Reg. S. to one
investor in exchange for $100,000 or $10.50 per share which proceeds were
proceeds were intended to fund the Company's immediate working capital needs. As
part of the offering price, the accredited investor also received 4,762 Share
Purchase Warrants convertible into an equivalent number of shares of the
Company's Common Stock from the date of Investment to December, 2000 at a strike
price of $12.75. A finder's fee in the amount of $15,000 was paid in connection
this private placement.

     In December, 1999, the Company issued an aggregate of 16,667 restricted
common shares of the Company to a Director under Reg. S, in consideration for
services rendered to the Company.

     In May 2000, the Company completed a private placement under Reg. S whereby
it issued an aggregate of 49,261 restricted common shares of the Company's
Common Stock in exchange for $150,000, or $3.045 per share, which proceeds were
intended to fund the Company's immediate working capital needs. As part of the
offering price, the accredited investors also received 49,261 Share Purchase
Warrants convertible into an equivalent number of shares of the Company's Common
Stock from the date of the private placement Agreement to May 9, 2001, at a
strike price per share equal to 54% of the closing bid for the Company's stock
on the last trading day preceding the date of execution of the Agreement; and,
from May 1, 2001 to April 30, 2002, at a strike price per share equal to 140% of
the closing bid for the Company's stock on the last trading day preceding the
date of execution of the Agreement.

     In May 2000, the Company completed a debt conversion under Reg. S whereby
it issued an aggregate of 100,548 restricted shares of the Company's Common
Stock in exchange for $205,117, or $2.04 per share, which proceeds were intended
to fund the Company's immediate working capital needs. As part of the offering
price, the accredited investors also received 100,548 Share Purchase Warrants
convertible into an equivalent number of shares of the Company's Common Stock
from the date of the private placement Agreement to May 30, 2001, at a strike
price per share equal to 40% of the closing bid for the Company's stock on the
last trading day preceding the date of execution of the Agreement; and, from May
30, 2001 to April 30, 2002, at a strike price per share equal to 140% of the
closing bid for the Company's stock on the last trading day preceding the date
of execution of the Agreement

In May 2000, the Company completed a debt conversion under Reg. S whereby it
issued an aggregate of 61,010 restricted shares of the Company's Common Stock in
exchange for $183,031, or $3.00 per share, which proceeds were intended to fund
the Company's immediate working capital needs. As part of the offering price,
the accredited investors also received 61,010 Share Purchase Warrants
convertible into 30,505 of shares of the Company's Common Stock from the date of
the private placement Agreement to May 30, 2001, at a strike price per share
equal to 58% of the closing bid for the Company's stock on the last trading day
preceding the date of execution of the Agreement; and, from May 30, 2001 to
April 30, 2002, at a strike price per share equal to 140% of the closing bid for
the Company's stock on the last trading day preceding the date of execution of
the Agreement.

In November 2000, the Company completed a private placement under Reg. S whereby
it issued an aggregate of 41,667 restricted shares of the Company's Common Stock
in exchange for $150,000, or $3.60 per share, which proceeds were intended to
fund the Company's immediate working capital needs. As part of the offering
price, the accredited investors also received 41,667 Share Purchase Warrants
convertible into an equivalent number of shares of the Company's Common Stock
from the date of the private placement Agreement to October 30, 2001, at a
strike price per share equal to 100% of the closing bid for the Company's stock
on the last trading day preceding the date of execution of the Agreement; and,
from December 1, 2001 to January 31, 2003, at a strike price per share equal to
140% of the closing bid for the Company's stock on the last trading day
preceding the date of execution of the Agreement.


                                       11
<PAGE>
In November 2000, the Company completed a private placement under Reg. S whereby
it issued an aggregate of 50,000 restricted shares of the Company's Common Stock
in exchange for $180,000, or $3.60 per share, which proceeds were intended to
fund the Company's immediate working capital needs. As part of the offering
price, the accredited investors also received 50,000 Share Purchase Warrants
convertible into an equivalent number of shares of the Company's Common Stock
from the date of the private placement Agreement to November 30, 2001, at a
strike price per share equal to 100% of the closing bid for the Company's stock
on the last trading day preceding the date of execution of the Agreement; and,
from December 1, 2001 to January 31, 2003, at a strike price per share equal to
140% of the closing bid for the Company's stock on the last trading day
preceding the date of execution of the Agreement.

In December 2000, the Company completed a private placement under Reg. S whereby
it issued an aggregate of 200,000 restricted shares of the Company's Common
Stock in exchange for $300,000, or $1.50 per share, which proceeds were intended
to fund the Company's immediate working capital needs. As part of the offering
price, the accredited investors also received 200,000 Share Purchase Warrants
convertible into an equivalent number of shares of the Company's Common Stock
from the date of the private placement Agreement to December 29, 2001, at a
strike price per share equal to 100% of the closing bid for the Company's stock
on the last trading day preceding the date of execution of the Agreement; and,
from January 1, 2002 to February 28, 2003, at a strike price per share equal to
140% of the closing bid for the Company's stock on the last trading day
preceding the date of execution of the Agreement.

In March 2001, the Company completed a private placement under Reg. S Section 46
whereby it issued an aggregate of 3,400,000 restricted shares of the Company's
Common Stock in exchange for $340,000, or $0.10 per share, which proceeds were
intended to fund the Company's immediate working capital needs.  As part of the
offering price, the accredited investors also received 3,400,000 Share Purchase
Warrants convertible into an equivalent number of shares of the Company's Common
Stock from the date of the private placement Agreement to March 14, 2002, an
amount of money per share equal to 100% of the closing bid for the Company's
stock on the last trading day preceding the date of execution of the Agreement;
and, from April 1, 2002 to May 31, 2003, an amount of money per share equal to
140% of the closing bid for the Company's stock on the last trading day
preceding the date of execution of the Agreement.

In April 2001, the Company completed a private placement under Reg. D Section
504 whereby it issued an aggregate of 500,000 restricted shares of the Company's
Common Stock in exchange for $50,000, or $0.10 per share, which proceeds were
intended to fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 500,000 restricted shares of the Company's Common Stock
in exchange for $50,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 500,000 restricted shares of the Company's Common Stock
in exchange for $50,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. D Section
504 whereby it issued an aggregate of 750,000 restricted shares of the Company's
Common Stock in exchange for $75,000, or $0.10 per share, which proceeds were
intended to fund the Company's immediate working capital needs.


                                       12
<PAGE>
In April 2001, the Company completed a private placement under Reg. D Section
504 whereby it issued an aggregate of 750,000 restricted shares of the Company's
Common Stock in exchange for $75,000, or $0.10 per share, which proceeds were
intended to fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. D Section
504 whereby it issued an aggregate of 750,000 restricted shares of the Company's
Common Stock in exchange for $75,000, or $0.10 per share, which proceeds were
intended to fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. D Section
504 whereby it issued an aggregate of 750,000 restricted shares of the Company's
Common Stock in exchange for $75,000, or $0.10 per share, which proceeds were
intended to fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 750,000 restricted shares of the Company's Common Stock
in exchange for $75,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 750,000 restricted shares of the Company's Common Stock
in exchange for $75,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 750,000 restricted shares of the Company's Common Stock
in exchange for $75,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 110,000 restricted shares of the Company's Common Stock
in exchange for $11,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. S Section 46
whereby it issued an aggregate of 750,000 restricted shares of the Company's
Common Stock in exchange for $75,000, or $0.10 per share, which proceeds were
intended to fund the Company's immediate working capital needs.

In April 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 750,000 restricted shares of the Company's Common Stock
in exchange for $75,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In May 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 750,000 restricted shares of the Company's Common Stock
in exchange for $75,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In May 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 200,000 restricted shares of the Company's Common Stock
in exchange for $20,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In May 2001, the Company completed a private placement under Reg. S whereby it
issued an aggregate of 200,000 restricted shares of the Company's Common Stock
in exchange for $20,000, or $0.10 per share, which proceeds were intended to
fund the Company's immediate working capital needs.

In May 2001, the Company completed a private placement under Reg. D Section 504
whereby it issued an aggregate of 100,000 restricted shares of the Company's
Common Stock in exchange for $10,000, or $0.10 per share, which proceeds were
intended to fund the Company's immediate working capital needs.


                                       13
<PAGE>
All above proceeds were used for general working capital and operating purposes,
including the lease and rental of equipment, legal, accounting and transfer
agent fees, construction of the Company's data center, as well salaries to
employees, directors and officers of the Company.

In February, 2000 the Company issued 16,667 restricted shares under Reg. S to a
director in consideration for services rendered to the Company.

     In April 2001, the Company issued 200,000 shares in the Common Stock of the
Company to directors under Reg. D Section 504 for the obligations underlying
Subscription Agreements dated January, 1999 wherein the directors had subscribed
for 20,000 Preferred Shares, but the Preferred Shares were not subsequently
designated. Conversion of the Preferred Shares did not require additional
consideration, and the shares issued in satisfaction of the issuance obligation
were without additional consideration. The 200,000 common shares so issued was
the same number into which the Preferred Shares could have been exchanged, had
the Designation been made.

     In November 2001, the Company issued 500,000 shares in the Common Stock of
the Company under Reg. D Section 4(6) to 100% of the outstanding shares of
Evolution Marketing Systems Inc. As part of the offering price, the shareholders
also received 250,000 Share Purchase Warrants convertible into an equivalent
number of shares of the Company's Common Stock from the date of the private
placement

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis of the Company's results of operations and
financial position should be read in conjunction with the Selected Financial
Data and the Company's financial statements, including the notes thereto,
appearing elsewhere in this Annual Report.

Results of Operations

Sales for the fiscal years ending December 31, 2001 and December 31, 2000 were
$12,047 and $34,281 respectively.  Sales for the fiscal years ending December
31, 2000 and December 31, 1999 were $34,281 and $134,302 respectively. The lower
than expected sales amount is the result of the Company's  Re-evaluating it
business strategies and attempting to enter new markets.

The Company intends to incur significant costs over the next twelve months in
advertising, marketing and equipment, with the majority of the expenses being
incurred prior to receipt of significant revenues. There can be no assurance as
to when, if ever, the Company will realize significant operating revenues or
attain profitability.

The Gross Profit for the fiscal years ended December 31, 2001 and December 31,
2000, were $12,047 and ($13,904) and December 31, 1999 were ($11,323)
respectively.

Operating expenses were $1,997,883 and $775,638 for the years ended December 31,
2001 and December 31, 2000, respectively. Operating expenses were $642,918 for
the year ended December 31, 1999. The expenses increased due to increased
professional fees, write offs of various assets, in-process research and
development, and increased operating costs of Gravitas Digital.  Professional
fees increased over the previous year due to the Company's increased public
exposure.

Net Operating Losses

The Company has accumulated approximately $2,400,000 of net operating loss carry
forwards as of December 31, 2001, which may be offset against future taxable
income. The carry forwards begin to expire in 2011[2012 Per note J]. The use of
these losses to reduce future income taxes will depend on the generation of
sufficient taxable income prior to the expiration of the net operating loss
carry forwards. The Company has recorded a 100% valuation allowance for the
deferred tax asset arising from net operating loss carry forwards.


                                       14
<PAGE>
Internal Revenue Code Section 382 places a limitation on the amount of taxable
income that can be offset by carry forwards after a change in control (generally
greater than a 50% change in ownership). As a result of these provisions,
utilization of the NOL and tax credit carry forwards may be limited.

Contingencies

     License and Royalty Agreements

In March, 1999, the Company entered into a license agreement for the use of
licensed material on the labels of bottled water. This agreement expires in
December, 2001, and requires the payment of royalties on the sales of the
licensed product at a rate of 6.0% of net sales. This agreement can be extended
at the request of the Company, but has not been extended. As of December, 31,
2001, no sales of licensed product have occurred and no royalties have been paid
or accrued.

During the fiscal year 2000, the Company entered into various license agreements
with a production studio that expire December 31, 2000 through December 31,
2002. These agreements require the payment of royalties in the amount of the
greatest of 5% to 6% of the wholesale standard price or a minimum annual
guarantee of $175,000, $25,000 and $30,000 in 1999, 2000 and 2001 respectively.
The agreements also require the Company to spend a minimum of 7.5% of the sale
revenues on marketing programs as well as outline target marketing and shipment
dates, none of which have been met by the Company.

During the fiscal year 2000, licensors terminated two agreements, originally
entered into during calendar year 1999, as a result of the Company's
nonperformance. In connection with these terminations, the Company expensed
$150,000 representing previously capitalized royalty and license fees. It also
recorded an additional liability and an expense in the amount of $50,000 to
reflect minimum guarantee payments that became due upon termination. As of
December 31, 2001, royalty and license fees payable include $160,000 due under
these terminated agreements.


Liquidity and Capital Resources

Our primary source of liquidity has historically consisted of sales of equity
securities and debt instruments. In the fiscal year ending December 31, 2001,
the Company raised $1,301,000 through the issuance of a common stock, and
$600,000 through short-term operational loan. The proceeds were used to finance
continued operations, acquisition deposits, and to repay the operational loan.

During the fiscal year ended December 31, 2001 the Company's subsidiary became
delinquent in remitting employee payroll taxes, to the amount of approximately
$18,000. The Company subsidiary has currently negotiated a payment plan with
Canadian Customs and Revenue Agency, and is current with its terms.

The Company has plans to raise between $500,000 and $1,500,000 by private
placement by June of 2002. These funds are intended to be used to fund
day-to-day operations, including a marketing program so that the company can
pursue its business plan. The Company has no lines of credit available to it at
this time. There is no assurance that additional capital will be available to
the Company when or if required.

Although the Company expects to have continued losses in the first quarter of
fiscal year 2002, management believes that the losses will continue to decrease.

Inflation has not had a significant impact on the Company's results of
operations.


                                       15
<PAGE>
Risk Factors and Cautionary Statements

Forward-looking statements in this report are made pursuant to the "safe-harbor"
provisions of the Private Securities Litigation Reform Act of 1995. The Company
wishes to advise readers that actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in or implied by the statements, including, but not limited to, the
following: Changing economic conditions, interest rate trends, continued
acceptance of the Company's products in the marketplace, competitive factors,
and other risks detailed in the Company's periodic report filings with the
Securities and Exchange Commission.


ITEM 7. FINANCIAL STATEMENTS

The financial statements and supplementary data to be provided pursuant to this
Item 8 are included under Item 14 of this report.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

   On January 15, 2001, the Company accepted the resignation of Amisano Hanson
("Amisano") as its principal independent accountants and engaged Grant Thornton
LLP ("GT") as its new principal independent accountants to audit the Company's
financial statements. The decision to change accountants was recommended and
unanimously approved by the audit committee of the Board of Directors of the
Company.

The reports of Amisano on the Company's financial statement for the past two
fiscal years did not contain an adverse opinion or disclaimer of opinion and
neither statement was qualified or modified as to uncertainty, audit scope or
accounting principles. However, Amisano's reports for these fiscal years were
modified as to uncertainty with respect to the Company's ability to continue as
a going concern. During the Company's two most recent fiscal years ended
December 31, 1998 and 1999, and the subsequent interim period preceding the
replacement of Amisano, there were no disagreements with Amisano on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Amisano, would have caused it to make reference to the subject
matter of the disagreements in their report. There were no "reportable events"
as that term is described in Item 304(a)(1)(v) of Regulation S-K with respect to
the Company during the Company's two most recent fiscal years and the subsequent
interim period preceding the replacement of Amisano.


PART III


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table identifies the Company's directors, executive officers and
certain other key employees as of February 28, 2002. Directors are elected at
the Company's annual meeting of stockholders and hold office until their
successor are elected and qualified. In February 2001 Randy Larson resigned from
the board. Larry Shaben was then appointed by the Board of Directors to replace
Mr. Larson. In August of 2001 William McKay resigned from the board of
directors, and as CEO. Vance Campbell was then appointed by the board to act as
a director. Larry Shaben was then appointed to chair the board of directors. The
Company's officers are appointed by the Board of Directors and serve at the
pleasure of the Board. The date of the Company's 2001 Annual General Meeting of
Stockholders has not yet been set.


                                       16
<PAGE>
<TABLE>
<CAPTION>
         Name          Position(s) Held    Term as Director Expires
--------------------  -------------------  ------------------------
<S>                   <C>                  <C>
Larry Shaben          Chairman, CEO                            2002
Dr. C.J. Weinstein    Director                                 2002
Colin Vance Campbell  Director, President                      2002
</TABLE>


   The above listed officers and directors will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until there successors have been duly elected
and qualified. Officers of the Company serve at the will of the Board of
Directors. There is no family relationship between any executive officer and
director of the company.

Mr. Shaben and Mr. Campbell are members of the audit committee.

Larry Shaben

   Mr. Shaben is an Alberta businessman with extensive business interests and
networks throughout Alberta and experience in the areas of retail and wholesale
marketing. Mr. Shaben is the President of Shaben World Enterprises Ltd., which
provides consulting services to the retail and distribution industries. Mr.
Shaben also serves on several private boards as a director, including Lawrence
Developments Ltd. and ProFlex Pipe Corporation, and has served as a director of
the public companies Canadian Utilities Ltd. and Diversity Corporation.

Mr. Shaben served as a cabinet minister in the Alberta Government from 1986 to
1989. Mr. Shaben served as Minister of Economic Development and Trade and was a
member of the Treasury Board and the Priorities, Finance and Co-Ordination
Committees. He was also chairman of the Task Force on the Co-ordination of
Economic Diversification and Trade and a member of the Task Force on
International Trade Negotiations. From 1982 to 1986 Mr. Shaben served as
Minister of Housing with the Government of Alberta and was the Chairman of the
Economic Planning & Resource Development Cabinet Committee. From 1979 to 1982
Mr. Shaben served as Minister of Utilities and Telephones with the Government of
Alberta.

Mr. Shaben attended the University of Alberta.


Dr. C.J. Weinstein

   Dr. C. J. Weinstein, Director is a researcher and social psychologist active
in the private and public sector. Dr. Weinstein is an Executive Director and
board Member of the Monterey Center for Contemporary Medicine, a holistic
medical provider group. He is also President and Founder of Innerquest, a
consulting firm in business management and training for industry. He is
Consulting Rabbi for Congregational Bnai Torah in Monterey, California. Dr.
Weinstein is past President of the Image Institute of Santa Monica.

Dr. Weinstein graduated with honors from the School of Education at the
University of Buffalo, continued graduate work at Wayne University, Detroit,
Michigan and the Graduate School of Sociology at the University of Southern
California. He holds a Master's degree in Theology and a Doctorate in Social
Psychology. Dr. Weinstein lectures at the University of Southern California and
the University of California at Los Angeles.


Colin Vance Campbell

   Mr. Campbell is a well-known businessman, entrepreneur, and community leader
with a reputation for innovative, cutting-edge, and winning initiatives. For
over 30 years, Mr. Campbell has owned and operated venues within the hospitality
industry and has been involved in financing and operations for several projects
throughout BC and Alberta. Mr. Campbell is actively involved with the business
community, as co-founder and Chair of BARWATCH, Vice President of the British
Columbia Cabaret Owners Association, and the Theatre Row Business Association.
He also has served the industry as an active member of the following committees:
Vancouver Downtown South Redevelopment Commission, Hospitality Industry Liquor
Licensing Advisory Committee, (HILLAC), The Hospitality Industry Standing
Committee on Indoor Air Quality, Surich Commission on Liquor Licensing Reform,
Coalition of Hospitality Organizations, and The Vogue Restoration Society.


                                       17
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth compensation paid or accrued by the Company for
the period ending December 31, 2001, to the Company's officers, directors, and
other key employees.


<TABLE>
<CAPTION>
                                     Annual Compensation                 Long Term Compensation
                                                                             Securities
Name and Principal                                             Restricted    Underlying   LTIP Payouts
Position               Year  Salary ($)  Bonus ($)  Other ($)   Stock ($)   Options/SARs       ($)       Other
<S>                    <C>   <C>         <C>        <C>        <C>          <C>           <C>            <C>
Wm. R. McKay           1998           0          0          0            0             0              0      0
Chairman/CEO           1999           0          0          0     325,0000       36,6660              0      0
                       2000           0          0          0     120,0000       173,333              0      0
                       2001           0          0          0            0             0              0      0
Larry Shaben           2001           0          0          0            0       200,000              0      0
Chairman/CEO
Randy Larson           1998           0          0          0            0             0              0      0
CFO, Director          1999           0          0          0      200,000        23,334              0      0
                       2000           0          0          0       80,000        93,334              0      0
                       2001           0          0          0            0             0              0      0
Steve Nickolas         1999     102,342          0          0       75,250         1,000              0      0
Chief Marketing        2000      12,500          0          0            0             0              0      0
Officer
Dr. C.J. Weinstein     1998           0          0          0            0             0              0      0
Director               1999           0          0      6,000      106,250        11,334              0      0
                       2000           0          0      6,899      -60,000        20,000              0      0
                       2001           0          0     27,500            0       200,000              0      0
Collin Vance Campbell  2001           0          0          0            0       200,000              0      0
Director, President
Robert Mueller         1998           0          0          0            0             0              0      0
Director               1999           0          0          0            0             0              0      0
                       2000           0          0          0       55,000             0              0      0
<FN>
     (1) In January 1999, the Board authorized the sale of Series A preferred stock to two of the company's
directors for $3,000. At the option of the holder, the preferred stock was convertible through January 31,
2004, into ten shares of common stock for each one share of preferred stock. In December 2000, the
stockholders elected to convert all of their preferred shares into the Company's common stock. As a result of
this conversion, the Company was obliged to issue 200,000 common stock shares (post split). Subsequently it
was determined that the preferred shares had not been properly designated in the articles of incorporation and
filed with the State of Florida. Therefore, these preferred shares have been presented as subscribed in the
accompanying financial statements. On April 25, 2001, the board of Directors authorized 200,000 common shares
be issued in full settlement of this obligation.
</TABLE>


                                       18
<PAGE>
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants


                                           Number of     % of Total
                                           Securities   Options/SARs    Exercise
                                           Underlying    Granted to     or Base
                                          Options/SARs  Employees in     Price     Expiration
Name                                        Granted      Fiscal Year     ($/Sh)       Date
----------------------------------------  ------------  -------------  ----------  ----------
<S>                                       <C>           <C>            <C>         <C>

Larry Shaben, Chairman/Director                200,000            27%  $     0.35   8/12/2004
Dr. C.J. Weinstein, Director                   200,000            27%  $     0.35   8/12/2004
Colin Vance Campbell, Director/President       200,000            27%  $     0.35   8/12/2004
Jason Sixsmith, Employee                       100,000            13%  $     0.35   8/12/2004
Catherine Milaire, Employee                     50,000             7%  $     0.35   8/12/2004
</TABLE>


<TABLE>
<CAPTION>
AGGREGATE OPPTIONOPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES


                                   Shares               Number of Securities     Value of Unexercised In-the-
                                  Acquired             Underlying Unexercised      Money Options/SARs at FY-
                                     on      Value     Options/SARs at FY-end               End ($)
Name                              Exercise  Realized  Exercisable/Unexercisable    Exercisable/Unexecisable
--------------------------------  --------  --------  -------------------------  -----------------------------
<S>                               <C>       <C>       <C>                        <C>
Larry Shaben, Chairman, Director                                        200,000                         90,000
Dr. C.J. Weinstein, Director                                            226,667                          1,331
Colin Vance Campbell, Director                                          200,000                         90,000
Jason Sixsmith, Employee                                                100,000                         45,000
Catherine Milaire, Employee                                              50,000                         22,500
</TABLE>


    All options are subject to an S8 filed on September 20,2001. Which entitles
the holder of the options to exercise their options with no trading restrictions
subject to the affiliate rules.

   No compensation is payable to Directors of the Company in connection with
attendance at board meetings, except as to such Directors who also serve as
Officers of the Company in capacities other than Directors.


                                       19
<PAGE>
   Future compensation of Officers will be determined by the Board of Directors
based upon the financial condition and performance of the Company, the financial
requirements of the Company, and upon the individual performance of each
Officer. The Board of Directors intends to ensure that the salaries paid to the
Company's officers and employees are reasonable and prudent and are based upon
the performance of individual Officers and employees.

   The company has elected to provide certain indemnification provisions to
Officer and Directors with respect to actions or omissions in their duties.

Compliance Issues

   Mr. Wm. R. McKay a former director/CEO filed his Forms 3, 4 and 5 on
September 19, 2001. The Form Three was required due to the Company becoming a
reporting issuer.

   Mr. Randy Larson, the former CFO, President and a Director, filed his Forms 3
and 4 on February 26, 2001. These Forms was due on May 21, 2000. The Form Three
was required due to the Company becoming a reporting issuer.

   Robert Mueller, a former Director filed his Form 3 on February 26, 2001. This
form was due on May 21, 2001. The Form Three was required due to the Company
becoming a reporting issuer.

   Dr. C.J. Weinstein, a Director filed his Form 3, 4 and 5 on September 19,
2001. The Form Three was required due to the Company becoming a reporting
issuer.




Related Parties

   The Company's operates a satellite office in Vancouver BC through Jupiter
Capital Ventures, which the former Chairman and CEO has controlling interest in.
There is an agreement between Jupiter Capital Ventures and the Company to
reimburse Jupiter Capital Ventures for operating expenses such as rent,
communications and business services.

The Company shares as receptionist, corporate secretary, and the services of a
controller with Jupiter Capital Ventures in the Vancouver office.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   a)  Security Ownership of Certain Beneficial Owners.

   The following table sets forth the security and beneficial ownership
   interest for each class of equity securities known by the Company to have
   more than five (5%) percent of the voting securities.

<TABLE>
<CAPTION>
Title of  Name and address              Amount and nature  Percentage
Class     of beneficial                 of beneficial      of Class (2)
          Owner                         ownership (1)
<S>       <C>                           <C>                <C>
Common    Pioneer Investment Holdings.          3,730,880        23.16%
          National Cardiac Center
          S Parman Kar #87
          Slipi, Jakarta
          Indonesia
</TABLE>


                                       20
<PAGE>
   (1) Under Rule 13(d) of the Exchange Act, shares not outstanding but
     subject to options, warrants, rights or conversion privileges pursuant
     to which such shares may be acquired in the next 60 days are deemed to
     be outstanding for the purpose of computing the percentage of
     outstanding shares owned by persons have such rights, but are not
     deemed outstanding for the purpose of computing the percentage for any
     other person.
   (2) As of  February 28, 2002, there were 16,335,640 common shares
     outstanding. Unless otherwise noted, the security ownership disclosed
     is of record and beneficial.

   b)  Security Ownership of Management.

   The following table sets forth certain information with respect to the
   beneficial ownership of each officer and director, and of all directors and
   executive officers as a group as of February 28, 2001.

<TABLE>
<CAPTION>
Title of  Name and address           Amount and nature   Percentage
Class     of beneficial              of beneficial        of Class
          Owner                      ownership (1)
<S>       <C>                        <C>                 <C>
Common    Weinstein, Dr. CJ                     106,667        0.66%
          P.O. Box 115
          1 Big Sur, CA  93920

Common    Shaben, Larry                          42,690        0.27%
          207 Solar Court
          10350 124th Street
          Edmonton, Alberta T5N 3V9
</TABLE>


   There are no arrangements that may result in change in control of the
company.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The Company's operates a satellite office in Vancouver BC through Jupiter
Capital Ventures, which the former Chairman and CEO has controlling interest in.
There is an agreement between Jupiter Capital Ventures and the Company to
reimburse Jupiter Capital Ventures for operating expenses such as rent,
communications, and business services.

In January 2001, the Company entered into an agreement with Jupiter Capital
Ventures to reimburse Jupiter Capital Ventures for operating expenses such as
rent, communications and business services, which were incurred on behalf of the
Company.  Jupiter Capital Ventures is owned and operated by the Company's former
chairman and chief executive officer.  Jupiter Capital Ventures invoices
Gravitas monthly for the costs it expends on its behalf. Gravitas has on
occasion advanced these funds in anticipation that they will be used up for the
operating expenses. The Company paid $432,000 to Jupiter Capital Ventures during
the year ended December 31, 2001, out of which $81,384 is considered prepaid
expenses.


                                       21
<PAGE>
In addition, the Gravitas International, Inc. entered into a verbal agreement
with Jupiter Financial Group, another company controlled by a shareholder that
require a $50,000 payment for investor relationship services.  During the year,
the Company paid $445,000 under this agreement.

During first quarter of the year ended December 31, 2001, the Company obtained
and repaid, a $600,000 short-term non-interest bearing operation loan from one
of its shareholders.

In November 2001, the Company entered into a verbal sublease agreement with
Jupiter Capital Ventures to sublease an office space for its subsidiary,
Gravitas Digital Communications.  Under the sublease arrangement monthly
payments of approximately $2,700 are remitted directly to the landlord.  There
is no formal expiration date on the sublease arrangement.

Please see Items 1 and 10 with respect to issuances of securities for services
rendered by employees and directors and issuances of securities to directors in
exchange for subscriptions for preferred shares.

PART F/S

Financial Statements

Attached herto and filed as part of this 10-KSB are the consolidated financial
statements.


                                       22
<PAGE>
               Report of Independent Certified Public Accountants
               --------------------------------------------------



Board of Directors
Gravitas International, Inc.

We have audited the accompanying consolidated balance sheets of Gravitas
International, Inc. and its subsidiary (the Company) as of December 31, 2001 and
2000, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended.  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 auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

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

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the accompanying
financial statements, the Company has incurred a net loss of $1,980,176 for the
year ended December 31, 2001 and, as of that date, its total liabilities
exceeded its total assets by $4,085,875.  These factors, among others, as
discussed in note B, raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans in regard to these matters are
also described in note B.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



Seattle, Washington
February 14, 2002


                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                        Gravitas International, Inc. and Subsidiary

                                       BALANCE SHEETS

                                        December 31,



                                           ASSETS


                                                                     2001          2000
                                                                 ------------  ------------
<S>                                                              <C>           <C>
CURRENT ASSETS
  Cash                                                           $    38,508   $   202,699
  Accounts receivable - trade                                         19,083           118
  Inventory                                                                -        21,404
  Prepaid royalty and license fees                                         -       103,753
  Advances to related party                                           81,385        32,379
  Prepaid expenses and other current assets                           21,194         6,579
                                                                 ------------  ------------

      Total current assets                                           160,170       366,932

PROPERTY AND EQUIPMENT, net                                           89,311             -

ACQUISITION ADVANCES AND DEPOSITS                                          -       250,000

OTHER ASSETS                                                          18,955             -
                                                                 ------------  ------------

      Total assets                                               $   268,436   $   616,932
                                                                 ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                               $   165,536   $   121,884
  Accrued liabilities                                                 24,759
  Royalty and license fees payable                                   270,000       240,000
  Related party demand note payable                                    1,350         1,350
                                                                 ------------  ------------

      Total current liabilities                                      461,645       363,234

CONVERTIBLE DEBT                                                           -             -

COMMITMENTS AND CONTINGENCIES                                              -             -

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock subscribed                                               -         3,000
  Common stock - $.001 par value; 50,000,000 shares authorized        15,022           918
  Common stock subscribed                                            330,000       630,194
  Additional paid-in capital                                       3,547,644     1,725,285
  Accumulated deficit                                             (4,085,875)   (2,105,699)
                                                                 ------------  ------------

      Total stockholders' equity (deficit)                          (193,209)      253,698
                                                                 ------------  ------------

      Total liabilities and stockholders' equity (deficit)       $   268,436   $   616,932
                                                                 ============  ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                   Gravitas International, Inc. and Subsidiary

                            STATEMENTS OF OPERATIONS

                             Year ended December 31,




                                                    2001          2000
                                                ------------  ------------
<S>                                             <C>           <C>
PRODUCT REVENUES, net                           $         -   $    34,281

REVENUE FROM RENTALS, net                            12,047             -
                                                ------------  ------------
                                                     12,047        34,281
                                                ------------  ------------

COST OF SALES                                             -        48,185
                                                ------------  ------------

GROSS PROFIT (LOSS) ON SALES                         12,047       (13,904)

OPERATING EXPENSES
  General, selling and administrative expenses    1,224,461       504,391
  Royalty and license fees                           55,000       271,247
  Write off acquisition deposits                    412,672             -
  In-process research and development                77,653             -
  Write off of prepaid licenses                     103,753             -
  Loss on sale of notes receivable                  109,118             -
  Inventory write off                                15,226             -
                                                ------------  ------------

      Total operating expenses                    1,997,883       775,638
                                                ------------  ------------

OPERATING LOSS                                   (1,985,836)     (789,542)

OTHER (INCOME) EXPENSES
  Interest                                            4,455       366,419
  Other, net                                        (10,115)      205,890
                                                ------------  ------------

      Total other                                    (5,660)      572,309
                                                ------------  ------------

NET LOSS                                        $(1,980,176)  $(1,361,851)
                                                ============  ============

LOSS PER COMMON SHARE - BASIC AND DILUTED       $     (0.18)  $     (1.62)
                                                ============  ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                            Gravitas International, Inc. and Subsidiary
                                            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                               Year Ended December 31, 2001 and 2000



                                                  Preferred stock subscribed     Common stock           Common stock subscribed
                                                   ------------------------  -----------------------  ----------------------------
                                                     Shares       Amount       Shares      Amount       Shares         Amount
                                                   ----------  ------------  ----------  -----------  -----------  ---------------
<S>                                                <C>         <C>           <C>         <C>          <C>          <C>
Balance at January 1, 2000                           300,000   $     3,000      683,649  $       684       2,222   $       47,500

Issuance of common stock shares in escrow                  -             -        6,667            -           -                -

Sale of common stock for cash                              -             -       49,261           49           -                -

Issuance of common stock through debt conversions          -             -      161,558          162           -                -

Issuance of common stock for services                      -             -       20,667           21           -                -

Issuance of common stock for 1999 subscription             -             -        2,222            2      (2,222)         (47,500)

Common stock subscribed for cash                           -             -            -            -     291,667          630,000

Common stock shares subscribed                             -             -            -            -     194,444              194

Net loss for year ended December 31, 2000                  -             -            -            -           -                -
                                                   ----------  ------------  ----------  -----------  -----------  ---------------

Balance at December 31, 2000                         300,000         3,000      924,024          918     486,111          630,194

Sale of common stock for cash                              -             -   13,010,000       13,010           -                -

Issuance of common stock through                    (300,000)       (3,000)     200,000          200           -                -
  preferred stock conversion

Issuance of common stock previously subscribed to          -             -      394,444          394    (394,444)        (300,194)

Common stock options issued for services                   -             -            -            -           -                -

Common stock and warrants issued in acquisition            -             -      500,000          500           -                -

Net loss for year ended December 31, 2001                  -             -            -            -           -                -
                                                   ----------  ------------  ----------  -----------  -----------  ---------------

Balance at December 31, 2001                               -   $         -   15,028,468  $    15,022      91,667   $      330,000
                                                   ==========  ============  ==========  ===========  ===========  ===============



                                                   Additional
                                                    paid-in     Accumulated
                                                    capital       deficit        Total
                                                   ----------  -------------  ------------
<S>                                                <C>         <C>            <C>
Balance at January 1, 2000                         $  677,390  $   (743,654)  $   (15,080)

Issuance of common stock shares in escrow                   -             -             -

Sale of common stock for cash                         149,951             -       150,000

Issuance of common stock through debt conversions     735,467             -       735,629

Issuance of common stock for services                 114,979             -       115,000

Issuance of common stock for 1999 subscription         47,498             -             -

Common stock subscribed for cash                            -             -       630,000

Common stock shares subscribed                              -          (194)            -

Net loss for year ended December 31, 2000                   -    (1,361,851)   (1,361,851)
                                                   ----------  -------------  ------------

Balance at December 31, 2000                        1,725,285    (2,105,699)      253,698

Sale of common stock for cash                       1,287,990             -     1,301,000

Issuance of common stock through                        2,800             -             -
  preferred stock conversion

Issuance of common stock previously subscribed to     299,800             -             -

Common stock options issued for services               47,269             -        47,269

Common stock and warrants issued in acquisition       184,500             -       185,000

Net loss for year ended December 31, 2001                   -    (1,980,176)   (1,980,176)
                                                   ----------  -------------  ------------

Balance at December 31, 2001                       $3,547,644  $ (4,085,875)  $  (193,209)
                                                   ==========  =============  ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                        Gravitas International, Inc. and Subsidiary
                                  STATEMENTS OF CASH FLOWS
                                   Year ended December 31,


                                                                     2001          2000
                                                                 ------------  ------------
<S>                                                              <C>           <C>
 Increase (Decrease) in Cash
 Cash flows from operating activities
   Net loss                                                      $(1,980,176)  $(1,361,851)
   Adjustments to reconcile net loss to
        net cash used in operating activities
     Depreciation                                                      7,057             -
     Amortization of beneficial conversion feature                         -        85,449
     Interest expense in connection with induced conversion                -       262,032
     Accrued interest converted to equity                                  -        16,348
     Amortization of deferred finance charges                              -             -
     Write off acquisition deposits                                  412,672             -
     Impairment write off                                             77,653             -
     Loss on sale of notes receivable                                109,118             -
     Write off of prepaid licenses                                   103,753
     Write off of inventory                                           15,226
     Common stock and stock options issued for services               47,269       115,000
     Changes in assets and liabilities
       Accounts receivable                                           (12,386)        9,139
       Inventories                                                     6,178         9,858
       Prepaid expenses and other current assets                     (63,621)      (29,058)
       Prepaid royalties                                               3,773       (68,753)
       Accounts and related party payables                            43,652       (12,273)
       Royalty and license fees payable and accrued liabilities       51,524       240,000
                                                                 ------------  ------------

         Net cash used in operating activities                    (1,178,308)     (734,109)

 Cash flows from investing activities
   Acquisition deposits                                             (181,000)      (45,000)
   Principle payments on notes receivable                             44,117
   Notes receivable                                                 (500,000)            -
   Proceeds from sale of notes receivable                            350,000
  Borrowing from shareholder                                         600,000
  Principle payments on borrowings from shareholder                 (600,000             -
                                                                 ------------  ------------

         Net cash used in investing activities                      (286,883)      (45,000)

 Cash flows from financing activities
   Proceeds from long-term obligations, net of loan fees                   -       180,000
   Proceeds from sale of common stock and stock subscriptions      1,301,000       780,000
                                                                 ------------  ------------

         Net cash provided by financing activities                 1,301,000       960,000
                                                                 ------------  ------------

  Net increase (decrease) in cash                                   (164,191)      180,891

 Cash at the beginning of the period                                 202,699        21,808
                                                                 ------------  ------------

 Cash at the end of the period                                   $    38,508   $   202,699
                                                                 ============  ============

 Noncash disclosures:
   Cash paid for interest                                        $     4,454   $     5,934
                                                                 ============  ============
   Debt converted to equity, principal only                      $         -   $   371,800
                                                                 ============  ============
   Stock and warrants issued in connection with acquisition      $   185,000   $         -
                                                                 ============  ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                      F-5
<PAGE>
                   Gravitas International, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Gravitas International, Inc. (the Company or Gravitas) was incorporated in
     the State of Florida on April 17, 1991, under the name of Aarden-Bryn
     Enterprises, Inc. From incorporation through September 24, 1999, the
     Company operated under such names as Corbetts Clear Cool Water, Inc.,
     Corbetts Cool Clear Water, Inc., Canadian Cool Clear Water, Inc., and
     Canadian Cool Clear WTAA, Inc. On September 24, 1999, the Company changed
     its name to WTAA International, Inc. On December 6, 2001, the Company
     changed its name to Gravitas International Inc. The Company is currently
     developing and marketing permission based interactive marketing systems.

     A summary of the significant accounting policies consistently applied in
     the preparation of the accompanying consolidated financial statements
     follows.

     1.   Principles of Consolidation
          ---------------------------

     The accompanying consolidated financial statements as of and for the year
     ended December 31, 2001 represent the financial position and results of
     operations of Gravitas International Inc. and its subsidiary Gravitas
     Digital Communications (see note D-1). All intercompany transactions and
     balances have been eliminated in consolidation.

     2.   Inventory

     Inventory is stated at the lower of cost or market and costed using the
     first-in-first-out method.

     3.   Revenue Recognition

     Revenues are recognized at the point of sale and are derived, primarily,
     from renting the Company's digital technology equipment to third party
     vendors

     4.   Equipment
          ---------

     Equipment is stated at cost. Depreciation is computed using straight-line
     method of depreciation over lives ranging from three to five years.

     5.   Proprietary Software
          --------------------

     Proprietary software represents capitalized expenditures for development of
     software related to ongoing efforts to refine, enrich, and improve the
     prototype and pre-production digital photography units. These amounts will
     be amortized upon product implementation over a 24-month period (estimated
     useful life) using the straight-line method.


     6.   Loss per Common Share
          ---------------------

     Basic loss per share is based on the weighted-average number of shares
     outstanding during the year. The weighted-average number of common shares
     outstanding was 10,854,710 for 2001 and 838,560 for 2000, post reverse
     split (see note C). Diluted loss per share for all periods presented
     equaled basic loss per share due to the antidilutive effect of potentially
     dilutive securities. As of December 31, 2001 and 2000, the Company had
     1,307,172 and 756,051 of potentially dilutive shares that were not included


                                      F-6
<PAGE>
     in loss per share computations due to their antidilutive effect. These
     shares are comprised of 1,276,667 and 30,505,000 and 333,332 and 422,719
     options and warrants as of December 31, 2001 and 2000, respectively. See
     also not D-1 for discussion of additional shares not included in
     computations of net loss per share and computations of net loss per share
     and weighted-average number of shares outstanding.

     7.   Use of Estimates
          ----------------

     In preparing the Company's financial statements, management is required to
     make estimates and assumptions that affect the reported amounts of assets,
     liabilities and equity, the disclosure of contingent assets and liabilities
     at the date of the financial statements, and the reported amounts of
     revenue and expenses during the reporting period. Actual results could
     differ from those estimates.

     8.   New Authoritative Accounting Pronouncements
          -------------------------------------------

     In June 2001, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 141 (SFAS 141), Business Combinations.
     SFAS 141 applies to all business combinations initiated after June 30,
     2001. The statement applies the purchase method to all business
     combinations for which the date of acquisition is July 1, 2001, or later.
     The adoption of SFAS 141 did not have a material impact on the Company's
     consolidated financial statements.

     In June 2001, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other
     Intangible Assets. The provisions of SFAS 142 are required to be applied
     starting with fiscal years beginning after December 15, 2001 with earlier
     application permitted for entities with fiscal years beginning after March
     15, 2001 provided that the first interim financial statements have not
     previously been issued. The statement is required to be applied at the
     beginning of the entity's fiscal year and to be applied to all goodwill and
     other intangible assets recognized in its financial statements to that
     date. The initial application of SFAS 142 will not have a material impact
     on the Company's consolidated financial statements.

     In October 2001, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standard (SFAS) 144, Accounting for the Impairment
     or Disposal of Long-Lived Assets. SFAS 144 supersedes SFAS 121, Accounting
     for the Impairment of Long-Lived Assets and Long-Lived Assets to Be
     Disposed Of, and the accounting and reporting provisions of APB Opinion 30,
     Reporting the Results of Operations - Reporting the Effects of Disposal of
     a Segment of a Business, and Extraordinary, Unusual and Infrequently
     Occurring Events and Transactions, for segments of a business to be
     disposed of. SFAS 144 is effective for fiscal years beginning after
     December 15, 2001. The Company is currently evaluating the potential effect
     of the initial application of the SFAS 144 on its consolidated financial
     statements.

     9.   Reclassifications
          -----------------

     Certain reclassifications of the prior year information have been made to
     conform to the current year format.


NOTE B - MANAGEMENT PLANS

     The Company is devoting substantially all of its efforts to organizing the
     business in order to commence its operations. The Company has incurred
     recurring losses from operations and has a total accumulated stockholders'
     deficit of $4,085,875 as of December 31, 2001. The continued operation of
     the Company will require a commitment of substantial cash.

     In October of 2001, the Company obtained equipment from a secured loan,
     which it foreclosed on from a former acquisition target. The equipment
     provided the Company the ability to go into the interactive marketing
     field. The acquisition of Evolution Marketing Systems Inc. in November 2001
     (see note D-1) enabled the Company to have the manpower, and expertise to
     use these assets, and further the Company's new business focus. The Company
     intends to look to identify other acquisitions to further the Company's
     share value. Over the past few months, the Company has been making
     technological improvements to its proprietary software and plans to hold
     its field trials in June 2002. Pending their success, the Company foresees
     opportunities in future strategic alliances that would allow generating
     revenues from licensing and secondary marketing sources.


                                      F-7
<PAGE>
     However, the rate at which the Company expends it resources is variable,
     may be accelerated, and will depend on many factors. The Company will need
     to raise substantial additional capital to fund its operations and may seek
     such additional funds through public or private equity or debt financing.
     The Company will attempt to raise between $500,000 and $1,000,000 through a
     series of private placements by July 2002, and has already obtained a
     preliminary commitment for $500,000. The Company has no lines of credit
     available at this time. There can be no assurance that such additional
     funding will be available on acceptable terms, if at all. The Company's
     continued existence as a going concern is ultimately dependent upon its
     ability to secure additional funding for the success of its future
     operations.



NOTE C - STOCK SPLIT

     On February 22, 2001, the Company authorized a 15:1 reverse stock split.
     All references to number of shares and per share amounts in the financial
     statements for the year ended December 31, 2000 have been adjusted to
     retroactively reflect the effect of this split.


NOTE D - ACQUISITIONS

     1.   Evolution Marketing Systems, Inc. and Memoremail
          ------------------------------------------------

     During the year ended December 31,2001, the Company advanced $150,000 to
     Memoremail, Inc., as a fully secured loan, with the intent of applying such
     advances against then pending acquisiton. In October 2001, the Company made
     a decision not to pursue this acquisiton and instead took possession
     Memoremail's equipment, which was pledged as security for the loan.

     In November 2001, the Company executed a letter of intent to acquire an
     interactive marketing company, Evolution Marketing Systems Inc. (EMSI), for
     a total consideration of 1,500,000 common shares, and 750,000 warrants. The
     Company was 40% owned by the majority shareholder of Memoremail. EMSI was
     formed on November 5, 2001 and conducted minimal operations prior to its
     acquisition by the company.

     On November 15, 2001 the Company acquired 100% of the issued and
     outstanding shares of Evolution Marketing Systems Inc (EMSI). Upon closing,
     Gravitas issued 500,000 common shares (the "First Gravitas Shares"), and
     250,000 warrants (the "First Warrants"), exercisable to purchase up to an
     aggregate of 250,000 common shares at $0.75 per share at anytime up to the
     second anniversary of the Closing Date.

     The remaining part of the Purchase Price, the 1,000,000 common shares and
     500,000 warrants, will be held in escrow, with such shares and warrants
     vesting on the following basis.

     The next 500,000 common shares (the "Second Shares") and 250,000 warrants
     (the "Second Warrants") on the date (the "First Vesting Date") at which
     EMSI's aggregate earnings before interest, taxes, depreciation and
     amortization, calculated cumulatively from November 30, 2001 in accordance
     with generally accepted United States accounting principles, totals
     $100,000. The exercise price on the Second Warrants will be established at
     the closing price of the Company's common stock on the Vesting Date, and
     the warrants will be exercisable at any time on or before the second
     anniversary of the First Vesting Date.

     Then the remaining 500,000 common shares (the "Third Shares") and 250,000
     warrants (the "Third Warrants") on the date (the "Second Vesting Date") at
     which EMSI's aggregate earnings before interest, taxes, depreciation and
     amortization, calculated cumulatively from November 30, 2001 in accordance
     with generally accepted United States accounting principles, totals
     $200,000. The exercise price on the Third Warrants will be established at
     the closing price of the Company's stock on the Second Vesting Date, and
     the warrants will be exercisable at any time on or before the second
     anniversary of the First Vesting Date.


                                      F-8
<PAGE>
     Due to contingent nature of this consideration, no adjustment was made to
     record issuance of 1,000,000 common stock share and such shares were not
     included in computations of net loss per share or statement of stockholders
     equity (deficit). Neither the 1,000,000 shares nor 500,000 warrants were
     included in computation of total purchase price.

     Due to the common ownership of two companies (EMSI and Memoremail), total
     consideration paid was considered to be consideration for assets acquired
     from both companies. Therefore, total tangible assets of both Memoremail
     and EMSI are included in the table presented below for the purposes of
     purchase price allocation. The balance of pervious advances to Memoremail
     that were still outstanding at the time of the consideration of EMSI
     acquisition ($131,672) were written off as of the date of this acquisiton.

     The acquisition was accounted for in accordance with SFAS 141 and resulted
     in $77,653 in acquired in-process research and development related to
     undeveloped imaging technology acquired from EMSI, which was expenses at
     the time of the acquisition.

     The purchase price was determined by valuing equity consideration issued in
     exchange for net assets of the acquiree. The common stock shares were
     valued at $0.27, the Company's closing price on the date of the
     acquisition, and the warrants were valued using Black Scholes pricing model
     and the following assumptions: risk-free rate of 3.5%, volatility of 220%,
     dividend rate of 0%, and contractual life of two years.

     The table below represents summary of purchase price allocation.

<TABLE>
<CAPTION>
<S>                                             <C>
     Equipment                                  $ 84,669
     Miscellaneous receivable                     22,843
     Miscellaneous payable                          (165)
     In Process Research and Development          77,653

     Total consideration issued in acquisition  $185,000
</TABLE>


     2.   California Bottling Company
          ---------------------------

     On October 19, 2000, the Company signed letters of intent to acquire two
     bottling companies and invest in a third bottling company, for total
     consideration of $4,680,000. All three companies were controlled by one of
     the Company's former directors. The purchase price was subject to
     adjustment subsequent to completion of standard due diligence procedures to
     be conducted by the Company. Any potential increases to the prices were to
     be satisfied through an issuance of the Company's common stock. A cash
     payment of $4,180,000 was due on or before December 15, 2000, of which the
     Company has paid $250,000. Additionally, the Company was to advance
     $500,000 that would be collateralized by short-term notes receivable. No
     funds were advanced as of December 31, 2000.

     On January 1, 2001, the Company paid $31,000 to extend its right to acquire
     equity interests in the three bottling companies. On February 9, 2001, the
     Company advanced $500,000 as required under the original letters of intent.
     The advances were to bear interest at 8% and required monthly repayments of
     interest, commencing on March 9, 2001, and principal, commencing on May 9,
     2001. These advances were secured by a lien on machinery acquired with the
     aforementioned advances.


                                      F-9
<PAGE>
     The Company undertook a due diligence process on the target companies in
     late February 2001, which indicated that the financial performance of those
     companies was below what was previously expected. Therefore, the Company
     withdrew the letters of intent, which resulted in a write off of $281,000
     in acquisition deposits. On August 28, 2001 the Company sold the remaining
     balance of the note for proceeds of $350,000, with a resulting loss of
     $109,118.


     3.   Tempus,  Inc.
          ------------

     On May 11, 2000, the Company entered into a purchase agreement to acquire
     all of the issued and outstanding stock of Tempus, Inc. (Tempus), a
     nonoperating Wyoming reporting corporation for total consideration of
     $12,300. The Company also paid $133,700 in cash and issued 200,000 shares
     of common stock for legal and transaction facilitation fees. The shares
     were valued at $60,000, which at the time of the acquisition was deemed to
     approximate their fair value. At the date of acquisition, Tempus was a
     dormant public shell company with no identifiable assets. As such the
     transaction was considered a capital transaction rather than a business
     combination. Therefore, the Company expensed the total consideration paid
     in connection with this transaction. The Company elected a successor status
     under Section 12(g)(3) of the 1934 Securities and Exchange Act and became a
     reporting company. Simultaneously with this transaction, Tempus was
     dissolved.


NOTE E - DEBT CONVERSIONS

     In July of 1999, the Company borrowed $191,800 under an 8% convertible note
     payable maturing July 31, 2001. The note allowed its holder to convert
     unpaid principal and accrued interest balances into the Company's common
     stock at a 20% discount from an average of closing prices of the ten
     trading days preceding the conversion. In addition, upon elected
     conversion, the holder was entitled to receive warrants convertible into
     the Company's common stock . The number of warrant shares will be equal to
     the number of shares the holder was to receive upon elected conversion of
     the unpaid principal and accrued interest. The warrant's strike price would
     be equal to the closing price of the underlying stock on the date of grant
     and the warrant would have a one-year life. In May 2000, the Company
     modified the terms of the note to allow conversion at a price equal to a
     20% discount from the stock's closing price on the date of conversion. In
     connection with the note, the Company recorded a beneficial conversion
     feature of $47,949 resulting in additional interest expense in 2000. The
     modification of the note had no material effect on the Company's financial
     statements.

     On May 30, 2000, pursuant to the Company's offer, the holder converted
     $191,800 in unpaid principal and $13,317 in unpaid interest into 100,548
     shares of the Company's common stock and a warrant exercisable into an
     additional 100,548 common stock shares. The number of shares was determined
     based on the $2.04 per share price, which, on the date of conversion, was
     lower than 20% discount of that day's closing price of $3.98. The warrant's
     strike price was also set at $2.04. Therefore, the Company recorded
     additional interest expense of $262,032 representing the sum of the fair
     values of shares and warrants received in excess of the shares and warrants
     to be received under the modified promissory note agreement.

     In March 2000, the Company borrowed $180,000 under an 8% convertible
     promissory note maturing December 31, 2000. The note's unpaid principal and
     accrued interest were convertible into the Company's common stock at a
     price equal to a 20% discount from the conversion date's closing price. In
     addition, upon conversion, the holder was entitled to a common stock
     warrant with a strike price equal to the conversion date's closing price of
     the underlying stock. The warrant was exercisable into the Company's common
     stock shares equal to one half of the shares received upon elected
     conversion of the unpaid principal and accrued interest. In connection with
     the note, the Company recorded a $37,500 beneficial conversion feature,
     which resulted in additional interest expense. The note's unpaid principal
     and accrued interest of $180,000 and $3,031, respectively, were converted
     on May 31, 2000 into 61,010 common stock at a price equaling to a 20%
     discount from the $3.75 closing price on the date of conversion. In
     addition, the former debt holder received a common stock warrant with a
     $3.75 strike price exercisable into 30,505 shares of common stock that
     expires on May 31, 2002.


                                      F-10
<PAGE>
NOTE F - OTHER EQUITY TRANSACTIONS

     In January 1999, the Board authorized the sale of Series A preferred stock
     to two of the Company's directors for $3,000. At the option of the holder,
     the preferred stock was convertible through January 31, 2004, into ten
     shares of common stock for each one share of preferred stock. In December
     2000, the stockholders elected to convert all of their preferred shares
     into 200,000 shares of the Company's common stock. Subsequently it was
     determined that the preferred shares had not been properly designated in
     the articles of incorporation and filed with the state of Florida.
     Therefore, these preferred shares have been presented as subscribed in the
     accompanying financial statements. On April 25, 2001, the Board of
     Directors authorized the proper designation of the preferred shares and
     subsequent conversion to common shares.

     In February 2000, the Company placed in escrow 6,667 common stock shares to
     be issued to the Company's former director upon the acquisitions discussed
     in note D, in consideration for future services to be provided in
     connection with the acquisitions.

     In May 2000, the Company issued 20,667 common stock shares to a shareholder
     in consideration for public relationship services provided. The estimated
     fair value of the common stock on the date of grant was used to compute the
     related expense of $55,000.

     In December 2000, the Company issued 194,444 common stock shares to a
     shareholder for no additional consideration pursuant to an original
     September 1999 stock subscription agreement with that shareholder that
     required a one time issuance of the stock in compensation for significant
     devaluation of the Company's stock during the year ended December 31, 2000.


NOTE G - RELATED PARTY PAYABLE

     The Company has an outstanding principal balance of $1,350 as of December
     31, 2001 and 2000, for a related party payable. These were funds borrowed
     from a director. This borrowing bears no interest and is due on demand. Due
     to immateriality of the amount, the Company recorded no imputed interest on
     this borrowing.


NOTE H - COMMITMENTS AND CONTINGENCIES

     1.   License and Royalty Agreements
          ------------------------------

     In March 1999, the Company entered into a license agreement for the use of
     licensed material on the labels of bottled water. This agreement expired in
     December 2001, and required the payment of royalties on sales of the
     licensed product at a rate of 6.0% of net sales. This agreement was not
     extended by the Company. As of December 31, 2001, no sales of licensed
     product have occurred and no royalties have been paid or accrued.

     During the year ended December 31, 2000, the Company entered into various
     license agreements with a production studio that expired December 31, 2000
     through December 31, 2002. These agreements require the payment of
     royalties in the amount of the greater of 5% to 6% of the wholesale
     standard price or a minimum annual guarantee of $175,000, $25,000 and
     $30,000 in 2000, 2001 and 2002, respectively. The agreements also require
     the Company to spend a minimum of 7.5% of sale revenues on marketing
     programs as well as outline target marketing and shipment dates, none of
     which have been met by the Company

     During the year ended December 31, 2000, licensors terminated two
     agreements, originally entered into during calendar year 1999, as a result
     of the Company's nonperformance. In connection with these terminations, the
     Company expensed $150,000 representing previously capitalized royalty and
     license fees. It also recorded an additional liability and an expense in
     the amount of $50,000 to reflect minimum guarantee payments that became due
     upon termination. As of December 31, 2001, royalty and license fees payable
     include $160,000 due under these terminated agreements. During the year
     ended December 31, 2001, the Company wrote off $103,753 of prepaid
     licensing fees (recorded as prepaid expenses as of December 31, 2000). In
     addition, it paid remaining $25,000 under one of the licensing agreements
     and accrued last minimal payment due of $30,000 on another licensing
     agreement.


                                      F-11
<PAGE>
     As of December 31, 2001 and 2000, the Company had $270,000 and $240,000 in
     outstanding license and royalty fees payable. The Company is currently
     negotiating settlements of these liabilities as it is no longer in this
     line of business.

     2.   Agency Agreement
          ----------------

     In March 1999, the Company entered into a promotional assistance contract
     scheduled to expire in December 2003. Under this agreement, an agent hired
     by the Company was to provide services related to obtaining and managing
     athlete endorsements on the Company's products. The agreement called for a
     fee computed as the greater of 6% of net sales or a minimum payment of
     $25,000, $50,000, $100,000, $150,000 and $150,000 in 1999, 2000, 2001, 2002
     and 2003, respectively. As no services were performed under the contract,
     the Company has not made any payments nor accrued any liabilities to the
     agent. Although no formal termination notice has been given, the Company
     has effectively terminated this agreement.

     3.   Other Agreements

     In August 2000, the Company entered into an agreement for marketing,
     promotional assistance, public relations and investment assistance with
     Jupiter Financial Services Inc., an unrelated third party. The Company uses
     Jupiter Financial's services on a month-to-month basis, and as such is not
     tied to any long-term agreement. During 2001 the Company advanced $445,000
     to Jupiter Financial Services Inc for its services. Jupiter Financial
     Services is a private company that is not related to Jupiter Capital
     Ventures Inc. In 2002, the Company has not retained their services to date.

     In July of 2001, the Company entered into an agreement with Bentley
     Financial Services Bvio for promotional assistance. This was for three
     months, and the Company advanced $90,000 for its services. The Company has
     not used there services since the agreement expired.

     4.   Legal
          -----

     The Company is involved in a legal proceeding with a former employee who is
     asserting the Company breached his employment agreement. In the opinion of
     management, based upon advice of legal counsel, the ultimate outcomes of
     the foregoing proceedings will not have a material impact on the Company's
     financial statements. The proceeding is scheduled for trial in November
     2002.

     The Company is involved in a legal proceeding with Starbase-1 Coffee
     Company, Ltd. (Starbase). The Company and Starbase are both asserting
     non-performance related to a manufacturing and marketing agreement entered
     into by both parties in June 1999. There is no schedule for trial.

     The Company also became involved in another legal proceeding with Madech
     Financial Services Inc. (Madech). Madech is asserting they advanced money
     to MemorEmail that was subject to trust conditions. There is no schedule
     for proceedings.


NOTE I - RELATED PARTIES



     In January 2001, the Company entered into an agreement with Jupiter Capital
     Ventures to reimburse Jupiter Capital Ventures for operating expenses such
     as rent communications and business services, which were incurred on behalf
     of the Company. Such expenses are billed to the Company on a monthly basis.
     Jupiter Capital Ventures is owned and operated by the Company's former
     chairman and chief executive officer. The Company paid $432,000 to Jupiter
     Capital Ventures during the year ended December 31, 2001, out of which
     $81,384 is considered prepaid expenses.


                                      F-12
<PAGE>
     During first quarter of the year ended December 31, 2001, the Company
     obtained and repaid, a $600,000 short-term non-interest bearing operation
     loan from one of its shareholders.

     In November 2001, the Company entered into a verbal sublease agreement with
     Jupiter Capital Ventures to sublease an office space for its subsidiary,
     Gravitas Digital Communications. Under the sublease arrangement monthly
     payments of approximately $2,700 are remitted directly to the landlord.
     There is no formal expiration date on the sublease arrangement.


NOTE J - INCOME TAXES

     The Company records income taxes using the asset and liability method of
     Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
     Income Taxes. At December 31, 2001, an operating loss carryforward of
     approximately $2,400,000 expiring from 2012 to 2022 is available to offset
     future taxable income. For financial reporting purposes, a valuation
     allowance of $1,007,000 has been recorded to offset the deferred tax asset
     related to those carryforwards and other net deferred tax assets. This
     represents an increase of approximately $469,000 from the allowance
     recorded at December 31, 2000. The change in valuation allowance is due
     primarily to uncollectible acquisition advances and losses on non-trade
     notes receivable.

     Deferred income taxes reflect the net tax effects of temporary differences
     between the carrying amounts of assets and liabilities for financial
     reporting purposes and the amounts used for income tax purposes.
     Significant components of the Company's deferred tax assets are as follows
     at December 31:

<TABLE>
<CAPTION>
                                          2001         2000
                                      ============  ----------
<S>                                   <C>           <C>
     Deferred tax assets:
     Net operating loss carryforward  $   818,000   $ 538,000
     Other                                189,000
     Valuation allowance               (1,007,000)   (538,000)

                                      $         -   $       -
</TABLE>


     The income tax benefit reconciled to the tax computed at the statutory
     federal rate were as follows for the year ended December 31:

<TABLE>
<CAPTION>
                                            2001        2000
                                         ==========  ==========
<S>                                 <C>         <C>
     Tax benefit at statutory rate       $(673,000)  $(463,000)
     Miscellaneous non-deductible items    204,000     178,000
     Valuation allowance                   469,000     285,000

                                         $       -   $       -
</TABLE>


     Internal Revenue Code Section 382 places a limitation on the amount of
     taxable income that can be offset by carryforwards after a change in
     control (generally greater than a 50% change in ownership). As a result of
     these provisions, utilization of the NOL.


                                      F-13
<PAGE>
NOTE K - STOCK OPTIONS

     In 2001, the Company established the 2001 Stock Option Plan (the Plan).
     Option prices are established by the Company's Board of Directors and
     generally are equal to the fair market value of the shares of the Company's
     common stock on the date of grant. The plan allows for grant of up to
     3,000,000 stock options. On June 12, 2001, the Company issued 1,520,000
     stock options to directors, employees, and consultants with an exercise
     price of $0.35 per share. These stock options are for future services to be
     provided over a three-year period. The options vest yearly in three equal
     annual tranches starting with the date of grant and expire three years from
     the date of grant. During the year ended December 31, 2001, the expense
     associated with options granted and earned by third party consultants was
     $47,269, which is included in total general and administrative expenses.


     The following is a summary of the employee option for the years ended
     December 31, 2000 and 2001:

<TABLE>
<CAPTION>
                                               Options
                                       -----------------------------
                                                   Weighted Average
                                         Shares     Exercise Price
<S>                                    <C>         <C>
     Outstanding at January 1, 2000       63,333   $            7.50
     Granted                             113,333   $            3.06
     Forfeited                           (43,334)  $            4.57
                                       ----------  -----------------
     Outstanding at December 31, 2000    133,332   $            4.57
     Granted                             970,000   $            0.35
     Forfeited                          (376,665)  $            1.58
                                       ----------  -----------------

     Outstanding at December 31, 2001    726,667   $            0.49
                                       ==========  =================

     Options available for grant       1,015,360
                                       ==========
</TABLE>


     The following table summarizes information about options outstanding at
     December 31, 2001.

<TABLE>
<CAPTION>
                           Options Outstanding            Options Exercisable
                    -----------------------------------  ----------------------
                                             Weighted
     Range                       Weighted     Average                 Weighted
     of                           Average    Remaining                 Average
     Exercise         Number     Exercise   Contractual    Number     Exercise
     Prices         Outstanding    Price       Life      Exercisable    Price
     -------------  -----------  ---------  -----------  -----------  ---------
<S>                 <C>          <C>        <C>          <C>          <C>

     0.35              700,000   $    0.35         2.45      233,333  $    0.35
     3.00 to$7.50       26,667   $    4.13         3.31       26,667  $    4.13
                    -----------                          -----------
                        726,667  $    0.50                   260,000  $    0.74
                    ===========                          ===========
</TABLE>


     The weighted average fair value of the options granted during the years
     ended December 31, 2000 and 2001 were $2.85 and $0.33. No options were
     granted with a strike price below the stock's market value on the date of
     grant.


                                      F-14
<PAGE>
     The Company accounts for its employee stock-based compensation plan in
     accordance with Accounting Principle Board (APB) Opinion No. 25, Accounting
     for Stock Issued to Employees, under which no compensation was recognized
     in 2000 and 2001 in connection with options granted to employees. The
     Company adopted SFAS No. 123, Accounting for Stock-Based Compensation, for
     disclosure purposes. In accordance with the disclosure requirements of SFAS
     No. 123, the Company is required to calculate and present the pro forma
     effect of all awards granted. For disclosure purposes, the fair value of
     each option granted to an employee has been estimated as of the date of
     grant using the Black-Scholes option pricing model with the following
     assumptions for 2000 and 2001: risk-free interest rate of 6% and 3.5%,
     dividend yield of 0%, volatility of 195% and 220%, and expected life of
     three to five years. Based on the computed option values and the number of
     the options issued and forfeited, had the Company recognized compensation
     expense, the following would have been its effect on the Company's net
     loss.

<TABLE>
<CAPTION>
                       Years ended December 31,
                       ------------------------
                          2001         2000
                       -----------  -----------
<S>                    <C>          <C>
     Net loss
       As reported     $1,980,176   $1,361,851
       Pro forma       $1,510,686   $1,608,849

     Loss per share
       As reported     $    (0.18)  $    (1.62)
       Pro forma       $    (0.14)  $    (1.92)
</TABLE>


                                      F-15
<PAGE>
PART IV

Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.


Documents filed as a part of this Report.

     (1)  Financial Statements:
          Report of Independent Certified Public Accountants 2001. . . . .  F-1
          Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . .  F-3
          Statements of Operations . . . . . . . . . . . . . . . . . . . .  F-4
          Statements of Stockholders' Equity . . . . . . . . . . . . . . .  F-5
          Statements of Cash Flows . . . . . . . . . . . . . . . . . . . .  F-6
          Notes to Financial Statements. . . . . . . . . . . . . . . . . .  F-7

   (2) Exhibits filed as part of this Report:

  *    EX - 3.1   Articles of Incorporation of Gravitas International, Inc.
                  effective April 17, 1991
  *    EX - 3.2   Bylaws of Gravitas International, Inc.
  *    EX - 10.1  Plan of Merger
  *    EX - 10.2  Articles of Merger
       EX - 10.3  Consent of Independent Certified Public Accountants

* Previously filed as an exhibit to the Company's current report on Form
8-K12G3, dated May 19, 2000 and incorporated by reference.

(b) The following reports on Form 8-K have been filed by the Company during the
last quarter of the period covered by this report: None


                  SIGNATURES


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

                          Gravitas International, Inc.
                                -----------------
                                  (Registrant)



                                                                /s/ Larry Shaben
                     Date: April 12, 2002        By: ---------------------------
                                                                    Larry Shaben
                                              Chairman of the Board of Directors


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


                                                                 /s/Larry Shaben
                     Date: April 12, 2002        By: ---------------------------
                                                                    Larry Shaben
                                                                 Chairman of the
                                                              Board of Directors




                                                          /s/ Dr. C.J. Weinstein
                     Date: April 12, 2002        By: ---------------------------
                                                              Dr. C.J. Weinstein
                                                                        Director




                                                        /s/ Colin Vance Campbell
                     Date: April 12, 2002        By: ---------------------------
                                                            Colin Vance Campbell
                                                                        Director


<PAGE>