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                            UNITED STATES OF AMERICA
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2001

                           COMMISSION FILE NO. 0-29501


                               COM-GUARD.COM, INC.
             (Exact name of registrant as specified in its charter)

                          (A Development Stage Entity)

                      NEVADA                               33-0879853
        (State or other jurisdiction                 (IRS Employer ID No.)
      of incorporation or organization)

                          2075 CORTE DEL NOGAL, SUITE B
                           CARLSBAD, CALIFORNIA 92009
                                 (760) 431-2206
          (Address and telephone number of principal executive offices)

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

                         COMMON STOCK, $0.001 PAR VALUE

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

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

At September 30, 2001, there was no market value of the voting stock of the
Registrant as, to date, there has been no trading on any stock exchange in the
Registrant's common stock,

At September 30, 2001, there were 10,322,000 shares of the registrant's Common
Stock, $0.001 par value, issued and outstanding.


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FORWARD LOOKING STATEMENTS
--------------------------------------------------------------------------------

In addition to historical information, this Annual Report on Form 10-KSB may
contain forward-looking statements that involve a number of risks and
uncertainties, including those discussed below at "Risks and Uncertainties."
While this outlook represents management's current judgment on the future
direction of the business, such risks and uncertainties could cause actual
results to differ materially from any future performance suggested below.
Readers are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this Annual Report. The Company
undertakes no obligation to publicly release any revisions to forward-looking
statements to reflect events or circumstances arising after the date of this
document. See "Risks and Uncertainties." References in this Annual Report on
Form 10-KSB to "Com-Guard.com" and the "Company" are to Com-Guard.com, Inc.

PART I
--------------------------------------------------------------------------------

ITEM 1.  DESCRIPTION OF BUSINESS.

          Com-Guard.com, Inc. (the "Registrant" or the "Company") was
incorporated as e-World Security, Inc. in the State of Nevada on October 7,
1998. The Company's name was changed to Com-Guard.com, Inc. and filed on April
16, 1999.

          The Registrant has limited operating history. The principal business
of the Registrant is the exploitation of niche products for the microcomputer
industry that provide enhanced system security for both individual users and
network administrators. The Company's initial product, Com-Guard(TM), includes
unique software and hardware that will enable users to protect and limit access
to data; and to provide a security system against tampering and unauthorized use
of computers.

          Com-Guard is able to lock down data files so that if there is a
security violation locally or on the net the intruder will not be able to read
the files in the Com-Guard protected area. The Company's Web-Guard(TM) product
will keep unauthorized users from using their browser and therefore limit their
access to the internet.

          The Registrant's present business address is 2075 Corte del Nogal,
Suite B, Carlsbad, California 92009.

OVERVIEW.

          Com-Guard.com, Inc. will provide a group of products, called
Com-Guard, to provide users of personal computers with (1) internet security,
(2) file and hardware security, and (3) internal facility security.

          The Com-Guard system monitors a computer or network and detects,
through proprietary software and hardware, unauthorized attempts to use, tamper
with, or remove data or equipment. The system is designed to generate an alarm
and a message, which can be sent to any receiving device, including pagers,
telephones, other computers, etc.

          The market for Com-Guard consists of individual users and industry.
The popularity of the Internet has created a need for both data security and
access limitations. Limiting access to sensitive and/or confidential files has
grown to be a need for all users of microcomputers.

          Home automation, including systems to provide "internal" security to
certain areas of a home or office, represents an additional market for
Com-Guard. The system, installed in a PC, has the ability to function as an
internal home security system, controlling a series of sensors to protect
against theft and intrusion, and can be utilized for child safety, etc.

          The Company is managed by experienced individuals who have worked in
the microcomputer industry for many years.

THE PRODUCT.

          Com-Guard is a PC-based hardware/software system. It provides features
to provide security for computers, networks, and home/office environments.

          PROTECTION FROM COMPUTER TAMPERING AND THEFT: Over $8 billion of
          computers are stolen annually. Com-Guard provides an internal sensor
          in the computer, which enables an alarm to inform the user of any
          movement of the system. The system can be enabled remotely with a
          "clicker" device similar to that used in automobiles, which can be
          carried on a key chain.


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          PROTECTION OF VALUABLE PC COMPONENTS FROM TAMPERING AND THEFT: While
          billions are lost annually due to theft of computers, substantial
          theft is attributable to tampering and theft of components, such as
          mice, memory, disk drives, keyboards, etc. The Com-Guard system
          detects any vibration of the system, and provides a warning alert to
          the owner of the system.

          PREVENT UNAUTHORIZED ACCESS TO PC: Unauthorized access to a PC can
          range from children logging onto internet sites without parental
          knowledge or permission, to office co-workers accessing confidential
          and sensitive files from a PC without the user's knowledge or consent.
          Com-Guard software allows the user to lock out certain applications,
          directories, and/or files. Additionally, Com-Guard provides a log of
          all attempts at unauthorized access.

          INTERNAL HOME/OFFICE SECURITY FEATURES: Com-Guard, through
          interconnected sensors (heat, motion, video, etc.) can serve as a
          central internal security system. The same alarm capabilities and
          event logging features of the basic PC security system are enabled in
          an environment that protects the entire environment. The end user can
          connect a motion detector, video camera or other security products
          that will be provided by the Registrant, to the connectors on the back
          of the Com-Guard hardware.

          BATTERY BACKUP: In the event of power failure or deliberate
          disconnection of the computer, Com-Guard continues to operate with its
          own battery backup on the computer hardware.

          REMOTE NOTIFICATION: Com-Guard alarm messages can be routed to remote
          devices such as pagers and telephones.

          Com-Guard will be offered in several configurations depending upon the
need of the individual customer. Com-Guard will consist of three products: (1)
Com-Guard-local version, including Com-Guard hardware and Soft-GuardTM software;
(2) Com-Guard-network version, including Com-Guard hardware, Soft-Guard, and
network client/server software; (3) Soft-Guard-software only; and (4) Web-Guard
- a software package to provide limiting access to the browser will be free.

THE MARKET.

          The U.S. personal computer industry consists of thousands of computer
manufacturers, assemblers, OEMs, and peripheral/parts producers. Their products
are sold and supported by a variety of distributors, resellers, systems
integrators, retail merchants, and service companies. Saturating markets and
increasing competition is forcing vendors to seek new users in homes, small
businesses and classrooms with revamped marketing strategies and lower cost
computers. The information on the size of the PC Computer Industry and network
market is considered pertinent because the Registrant cannot sell and install a
Com-Guard board and its related software unless there are Personal Computers
that are installed.

          Shipments of personal computers (including desktops, network servers,
and portables) exceeded 25 million in 1996, while revenues were over $60
billion, according to Dataquest. This included computers manufactured in the
United States by domestic and foreign firms, plus imported systems. PCs with
Pentium processors represented over 70 percent of shipments. In 1996, the U.S.
installed base of personal computers grew to 85 million units.

          According to recent research, market growth in the 10 to 20 percent
range will continue into the new century, with annual unit shipments approaching
60 million by the year 2002. By this time, computer use in the United States
will be substantially more pervasive, especially in homes and educational
institutions, and will impact more human activities. Consumer sales will define
the market as telecommuting, electronic commerce, digital home "infotainment"
systems, and Internet access attain high levels of market penetration. There
will be more types of computers, from single use to multi-purpose devices,
networks will be all encompassing (including in the home), and the use of
portable and wireless technologies will be widespread.

          With the exception of anticipated growth in sales via electronic
commerce (the Internet, TV shopping networks, etc.), there should be minimal
shifts in market share among the various distribution channels. The outlets with
the highest projected growth through 2000 are the large computer, office
product, and consumer electronics superstores. These large retailers will focus
on providing more product support and services to their customers. Direct
response and mail order sales are also expected to do well. The channels that
may be most negatively affected by current trends toward consolidating marketing
and selling at the national level will be small operations, like computer
specialty stores and VARs, which will lose market clout.

          Major vendors are beginning to target small businesses, which form the
least penetrated, fastest growing business sector. Market drivers include the
improved availability of PCs in consumer outlets at attractive prices and new
efforts by major vendors to address the problems faced by these companies, most
of which have limited resources and technical know-how. Sales to the more than 6
million firms with less than 100 employees in the


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United States constitute the largest share of shipments to the business sector,
rising to an estimated 42 percent by the year 2000. The small business sector
represents more than 60 percent of business employees.

          Sales to the nation's 100 million U.S. households jumped dramatically
in 1994 and 1995. Growth during this period averaged 30 percent per year.
Besides price, this sector is driven by growth in telecommuting and home
businesses, improved consumer software, and more recently, the popularity of the
Internet and online information services. Vendors are beginning to base computer
designs on consumer preferences and needs and to promote these features, rather
than solely pushing technology and performance. About 35 percent of the 100
million U.S. households owned personal computers in 1996, while one-fourth of
all PC households had multiple computers.

          Sales of PCs to educational institutions in the United States during
1996 exceeded 1.8 million units, about 8 percent of total shipments for the
year. Although there is a high number of PCs in the computer labs and libraries
of K-12 schools, personal computers have not yet visibly penetrated the
classroom for instructional purposes. Additional funding, more curriculum-based
software, lower prices, and intensified training and technical awareness among
teachers and administrators should lead to greater growth in this sector.

          National, state and local governments are a small, but growing, market
segment, representing about 8 percent of total units shipped in 1996 and 10
percent of server sales, according to Dataquest. Unit shipments exceeded 1.9
million and were valued over $4.3 billion. There is an estimated installed base
of over 3 million PCs in the Federal Government, over 90 percent of which are
connected to LANs. Future demand at all levels of government will be stimulated
by greater emphasis on enhancing employee productivity and the ongoing
modernization of government programs.

          Networking is having an increasingly profound effect on the PC
industry, from local area networks (LANs) and wide area networks to the Internet
and intranets. Over half of the business PCs in the United States are now
connected via a LAN and 80 percent of all organizations with more than 100
employees have a LAN installed according to International Data Corporation
("IDC"). Networking and client/server technologies have enabled the personal
computer to play a greater role in mission-critical business functions, which
expands its value to companies and reduces the status of legacy mainframe and
midrange systems. LAN functions are graduating from traditional print sharing,
file transfer, and e-mail uses to transaction processing, management support,
and Internet access applications. Users are also seeking to link LANs to wider
areas to accommodate regional offices and to provide remote access to home
workers.

          Like multimedia in the early 1990s, the Internet is creating a
revolution in the way PCs are used in organizations and households. In 1996 the
number of Internet users worldwide was estimated at 50 million, and the number
has been growing exponentially. In 1999, there were approximately 100 million
users. After traditional business applications, the Internet could historically
be the biggest driver of PC sales, especially in the home, as the World Wide Web
takes on more electronic commerce and consumer applications. Since the Internet
is a global phenomenon, demand for PCs and network servers will be stimulated in
all regions. Although the United States accounts for about two-thirds of the
over 13 million host computers on the Internet, other countries are creating
sites at a fast pace, led by Japan and Western Europe. Organization-specific
intranets are also gaining popularity. It has been estimated that over 90
percent of Fortune 1000 companies have either established or plan to establish
an intranet. These are closed or tightly controlled networks within the Internet
that are used for e-mail, information dissemination, and other business
functions.

          According to Dataquest, the global market for personal computers is
over $168 billion. Unit shipments have been growing at an annual rate of 70
million, feeding an installed base of over 228 million machines. The largest
national markets were the United States (36 percent of global shipments) and
Japan (11 percent), followed by the major Western European countries.
Regionally, North America represented 39 percent of the world market, Western
Europe, 23 percent, and Asia, most of the rest.

          Sources used in the above analysis are: Dataquest.
(http://www.dataquest.com); and IDC., (http://www.idcresearch.com).

          Increased use of the internet and of enterprise-wide internal networks
increases the complexity of the IT environment, which requires the use of IT
security tools. Some of the tools used most often for network and data security
have been commercially available for over a decade. Newer technologies - those
moving away from standard hardware and software password protection - are now
being introduced to the marketplace.

          A recent IDC survey of businesses revealed that security is of
paramount concern in the enterprise. Increased use of the Internet and corporate
growth are among the most significant business drivers for adding security; and
there was little evidence that these pressures would change over the next
several years.


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          The IDC survey also covered the priority given by respondents to
securing assets. Other than virus protection, which has been addressed by dozens
of products over the past few years, the most important concern was corruption
of data and unwanted disclosure of data.

          Finally, the IDC report indicated a general dissatisfaction with the
usability and integration of current security technologies, which represents an
opportunity for Com-Guard and associated technologies.

BUSINESS STRATEGY.

          The Company's fundamental strategy is to position its Com-Guard
product as a preferable method of PC security to end-users, businesses, and
institutions worldwide.

          Prior to the Company acquiring the worldwide rights to the product,
Guardtec, Inc. (formerly, Kyungki System Co. Ltd.) had sold over 5,000 units of
an earlier version of Com-Guard.

          Production of the product and inventory procurement have been arranged
with the original Korean developer/manufacturer. The Korean
developer/manufacturer will be used to manufacture the Com-Guard product,
assuming that price and delivery will be agreed to by both parties. Management
believes that its costs will remain competitive with alternative sources of
supply. In any case, the Company does not, at this time, plan to build its own
manufacturing capability and will continue to outsource Com-Guard inventories.
The principal supplier as mentioned, will be Guardtec, Inc. The Company believes
that there are many contract manufacturing companies that would bid on
manufacturing the Com-guard product.

          End-user marketing will focus on providing a limited version of the
product over the Company's internet site. In this way, the product is exposed to
a broad sector of the market that would match the profile of our consumer.
Customers could order broadened feature sets of the product direct from the
Company, or from resellers, who might stock the product in stores.

          Com-Guard will be made available to selected resellers either as a
branded product or under private-label arrangements. The product would be
merchandised for sale with new computer systems or as an add-on product to
existing PC owners. The Company intends to use standard distribution such as
major distributors, specialty distributors in the enterprise area and computer
resellers located throughout the United States.

          The Company's sales force will be responsible for selling direct to
business and commercial accounts' principally Fortune 1000 companies whose needs
for the product have been validated by the research.

          The Company will plan and execute an integrated advertising public
relations campaign to promote Com-Guard, including participation in trade shows
and seminars, and frequent use of consumer and trade publications.

          Neither the Company nor anyone acting on behalf of the Company, to
date, has taken any affirmative steps to request or encourage any broker-dealer
to act as a market-maker for the Company's securities.

COMPETITION.

          While many security products for the PC are available, most are either
inadequate or too costly for general consumption and use. Most products are
either costly "firewall" systems for internet management, or software products
that rely on complex encryption technologies or password protection, which has
proven both cumbersome and inadequate. Furthermore, existing technologies do not
combine the features of data security as well as theft protection; and no PC
product combines the features of Com-Guard along with an interior security
system (for home or office).

          Firewall products are designed to keep out potential intruders and
encryption products are used to scramble or otherwise render data "unreadable."
Com-Guard was designed to detect an intrusion and notify the owners. The
Soft-Guard product coupled with Com-Guard will detect unauthorized use, report
the intrusion and prevent the unauthorized intruder from accessing data in the
Com-Guard protected area, using Soft-Guard.

          Consequently, the Company believes that Com-Guard is well-positioned
in features and price, which can provide it a competitive position in a market
of considerable size.

          The Company's management has extensive experience in outsourcing
computer hardware products and believes that there is a lot of competition for
manufacturing computer related hardware boards. The components for Com-Guard are
widely available from multiple manufactures.

          Companies generally compete by advertising product features and having
products tested by independent product reviewers and testing companies. The
Company will pursue these avenues for competing with their products.


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INTELLECTUAL PROPERTY.

          The Company has a patent in the United States (Application number
09/030,993), which covers the implementation of Com-Guard hardware. Copyright
applications will be filed on all software developed for the system. The
Intellectual Property covers the use of a hardware board which has a device to
determine when the computer had been moved or tampered with. The Company has
spent approximately $723,000 on research and development.

EMPLOYEES.

          The Company is in the development stage. However, the Company has
engaged a total of seven (7) consultants at June 30, 2001, of whom three were in
corporate administration and finance, three in engineering and research and
development, and one in sales and marketing.

REPORTS TO SECURITY HOLDERS.

          The Company is not now fully reporting. The Company will deliver this
Form 10-KSB as its annual report to its shareholders. The Company intends to
report its quarterly and annual financial results to the Securities and Exchange
Commission ("SEC"). The last report filed by the Company was for the period
ended March 31, 2001.

          Accordingly, the public may read and copy any materials filed by the
Company with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC (http://www.sec.gov). The Company's internet address is
www.com-guard.com.

RISKS AND UNCERTAINTIES.

          LACK OF OPERATIONS AND PROFITABILITY. The Company is in the
development-stage and commenced pre-operating activities approximately one year
ago. It has no history of operations or profits in the industries in which it
participates.

          UNCERTAINTY OF COMMERCIAL SUCCESS AND CHANGING TECHNOLOGY. Although
the Company is optimistic about its revenue and profitability prospects, there
can be no assurance of commercial success of its Com-Guard product. Furthermore,
the computer industry is characterized by rapid change and growth. There can be
no assurance that the Company will be able to keep up with the pace of
technological change or fund its growth.

          COMPETITION. The Company is subject to competition from other
companies that may try to emulate or compete with similar products or services.
These competitors have been in the business longer than the Company and may have
large executive and operating staffs. There can be no assurance that the
Company's prospects will not be adversely affected by competition from these
companies.

          NEED FOR ADDITIONAL FINANCING. The Company will require additional
financing in order to establish profitable, ongoing operations; there is no
assurance that such financing will be available or, if available, that it can be
obtained on terms favorable to the Company.

          DEPENDENCE ON MANAGEMENT. The Company is largely dependent upon the
efforts and abilities of Dr. Edward W. Savarese and there can be no assurance
that the Company can be successful in operating the Company should the services
of Dr. Savarese be unavailable. Dr. Savarese has had extensive experience in
marketing, sales and financing. He has managed for Hewlett-Packard and has
extensive contacts in the computer industry.

          DIVIDENDS. The Company has never paid a cash dividend on its common
stock. The Company is not obligated to pay a dividend on its common stock and
does not anticipate payment of any dividends for the foreseeable future. The
Company anticipates retaining its earnings to finance its operations, growth,
and expansion.

          NO ASSURANCE OF PUBLIC MARKET; POTENTIAL VOLATILITY OF STOCK PRICE.
There currently is no public trading market for the Company's common stock.
There can be no assurance that an active public trading market can be
established or sustained. Furthermore, if a public market for the common stock
is established, the shares could be subject to significant fluctuations in
response to operating results and other factors, many of which are not within
the control of the Company.

          DEPENDENCE ON PROPRIETARY TECHNOLOGY; RISKS OF THIRD PARTY
INFRINGEMENT CLAIMS. Although the Company has received patent protection, there
can be no assurance that the Company's measures to protect its current
proprietary rights will be adequate to prevent misappropriation of such rights
or that the Company's competitors will not independently develop or patent
technologies that are substantially equivalent to or superior to the Company's
technologies. Additionally, although the Company believes that its products and
technologies do not infringe upon


                                       5
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the proprietary rights of any third parties, there can be no assurance that
third parties will not assert infringement claims against products and
technologies that the Company licenses, or has the rights to use, from third
parties. Any such claims, if proved, could materially and adversely affect the
Company's business and results of operations. In addition, though any such
claims may ultimately prove to be without merit, the necessary management
attention to, and legal costs associated with litigation or other resolution of
such claims could materially and adversely affect the Company's business and
results of operations.

ITEM 2.   DESCRIPTION OF PROPERTY.

          The Company occupies approximately 1,800 square feet of space in a
facility located at 2075 Corte del Nogal, Suite B, Carlsbad, CA 92002, at a
monthly rental rate of $1,466. The lease expires on November 30, 2001. Monthly
rental on this facility is subject to annual rent adjustments based on the
Consumer Price Index (CPI). The Company owns no real property.

ITEM 3.   LEGAL PROCEEDINGS.

          None.

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

          None.


                                       6

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PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

          There currently is no established public trading market for the
Company's common stock. Once the Company is current with its reports to the SEC
and is fully-reporting, it will take steps to have its common stock traded on a
public exchange.

1,050,000 shares of the Company's common stock is subject to outstanding options
or warrants to purchase, or securities convertible into the Company's common
stock. There are 1,050,000 of shares of common stock reserved for outstanding
options and warrants to purchase common stock.

          By virtue of Rule 3a51-1 of the Securities Act of 1934 (the "Act"), if
the Company's common stock has a price of less than $5.00 per share it will be
considered a "penny stock." The perquisites required of broker-dealers engaging
in transactions involving "penny stocks" have discouraged, or even barred, many
brokerage firms from soliciting orders for certain low priced stocks.

          Still further, with respect to the trading of penny stocks,
broker-dealers have an obligation to satisfy certain special sales practice
requirements pursuant to Rule 15g-9 of the Act, including a requirement that
they make an individualized written suitability determination for the purchase
and receive the purchaser's written consent prior to the transaction.

          Still even further, such broker-dealers have additional disclosure
requirements as set forth in the Securities Enforcement Act Remedies and Penny
Stock Reform Act of 1990. These disclosure requirements include the requirement
for a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks of the penny stock market.

          Still even further, a broker-dealer must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account.

          Accordingly, the above penny stock regulations and the associated
broker-dealer requirements may have an adverse effect on the market liquidity of
the Company's common stock and the ability of any present and prospective
shareholder investors to sell their securities on the secondary market.

          However, regardless of the price of the Registrant's stock, in the
event the Company has net tangible assets in excess of $2,000,000 and if the
Company has been in continuous operation for at least three (3) years, or net
tangible assets of $5,000,000, if the Company has been in continuous operation
for less than three (3) years, Rule 3a51-1(g) of the Act will preclude the
Company's common stock from being classified as a "penny stock."

DIVIDENDS.

          The Company has never paid any cash dividends on its capital stock.
The Company currently anticipates that it will retain all available earnings for
use in the operation and expansion of its business, and does not anticipate
paying any cash dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED
SECURITIES.

          The Company has had several stock issuances. All such shares were sold
by the Company, by its officers and directors, and no underwriters were
utilized. Reference is made to the financial statements and notes to the
financial statements from Inception through June 30, 2001 incorporated in this
Form 10-KSB.

          During the period from Inception to June 30, 1999, the Company issued
9,094,500 shares of its common stock. Of these, 5,000,000 shares were issued for
a total offering of $5,000, 1,024,500 were issued for cash ($0.20 to $1.00 per
share) pursuant to a Regulation D, Rule 504 offering, 560,000 shares were issued
for the purchase of research of development ($0.20 to $1.00 per share), and
2,510,000 were issued for services rendered to the Company ($0.02 to $1.00 per
share).

          During the period from June 30, 1990 to June 30, 2000, the Company
issued 786,500 shares of its common stock. Of these, 550,000 were issued ($1.00
to $1.50 per share) pursuant to a Regulation D, Rule 504 offering. 26,500 shares
of common stock were issued for services ($1.00 per share), and 210,000 shares
of common stock were issued to convert outstanding notes payable and interest
($1.00 per share).


                                       7
<Page>

          During the period from June 30, 2000 to June 30, 2001, the Company
issued 441,000 shares of its common stock. Of these, 180,000 were issued ($1.00
per share) pursuant to a Regulation D, Rule 504 offering. 111,000 shares of
common stock were issued for services ($1.00 per share), and 150,000 shares of
common stock were issued for intangible asset ($1.00 per share).

          With respect to the issuance of the common shares above, such
issuances were made in reliance on the private placement exemptions provided by
Section 4(2) of the Securities Act of 1933 as amended, (the "Act"), SEC
Regulation D, Rule 504 of the Act and Nevada Revised Statutes Sections 78.211,
78.215, 78.3784, 78.3785 and 78.3791 (collectively the "Nevada Statutes").

          The Company has relied upon the private placement exemptions from
registration provided by Section 4(2) of the Securities Act of 1933 as amended
(the "Act"), which exempts from registration transactions by an issuer not
involving a public offering. This offering exemption is available to any issuer
but prohibits general solicitation or advertising. Prospective purchasers must
have access to information about the issuer. The Company utilized this Section
4(2) exemption by providing prospective purchasers with such sufficient
information and required that all such purchasers be financially sophisticated;
have a certain net worth and have the ability to bear the risk of loss of their
respective investments.

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

          The following discussion and analysis should be read in conjunction
with the consolidated financial statements and notes thereto appearing elsewhere
in this Annual Report on Form 10-KSB. The discussion of the Company's business
contained in this Quarterly Report on Form 10-KSB may contain certain
projections, estimates and other forward-looking statements that involve a
number of risks and uncertainties, including those discussed above at "Risks and
Uncertainties." While this outlook represents management's current judgment on
the future direction of the business, such risks and uncertainties could cause
actual results to differ materially from any future performance suggested below.
The Company undertakes no obligation to release publicly the results of any
revisions to these forward-looking statements to reflect events or circumstances
arising after the date hereof.

OVERVIEW.

          The Company was incorporated as e-World Security, Inc. in the State of
Nevada on October 7, 1998. The Company's name was changed to Com-Guard.com, Inc.
and filed on April 16, 1999.

          The Company has limited operating history and is in the development
stage. It's principal business is the exploitation of niche products for the
microcomputer industry that provide enhanced system security for both individual
users and network administrators. The Company's initial product, Com-Guard,
includes unique software and hardware that will enable users to protect and
limit access to data; and to provide a security system against tampering and
unauthorized use of computers.

          The Com-Guard system monitors a computer or network and detects,
through proprietary software and hardware, unauthorized attempts to use, tamper
with, or remove data or equipment. The system is designed to generate an alarm,
which can be sent to any receiving device, including pagers, telephones, and
other computers.

          The market for Com-Guard consists of individual users and industry.
The popularity of the internet has created a need for both data security and
access limitations. Limiting access to sensitive and/or confidential files has
grown to be a need for all users of microcomputers.

          Home automation, including systems to provide "internal" security to
certain areas of a home or office, represents an additional market for
Com-Guard. The system, installed in a PC, has the ability to function as an
internal home security system, controlling a series of sensors to protect
against theft and intrusion, and child safety.

          The Company's business continues to be the development phase.
Accordingly, quarter-to-quarter financial comparisons may be of limited
usefulness now and for the next several quarters as the Company prepares to
launch and market its first products.

          The Company's current strategy is to develop, commercialize and
distribute its products. To successfully execute its strategy, the Company will
need to improve its working capital position. The Company needs to raise
additional funds to fully develop its business. There can be no assurance,
however, that the Company will be able to complete any additional debt or equity
financing on favorable terms or at all, or that any such financings, if
completed, will be adequate to meet the Company's capital requirements. Any
additional equity or convertible debt financings could result in substantial
dilution to the Company's stockholders. If adequate funds are not available, the
Company will be required to delay, reduce or eliminate some or all of its
planned activities. The Company's inability to fund its capital requirements
would have a material adverse effect on the Company. Also See "Risks and


                                       8
<Page>

Uncertainties" in Part I of this Annual Report on Form 10-KSB.

RESULTS OF OPERATIONS.

CONSULTING FEES.

For the year ended June 30, 2001, consulting fees were $721,563 and $626,928 for
the year ended June 30, 2000 an increase of $94,635 or 15.10%. This increase was
due to additional consultants used during the year.

PROVISION TO WRITE DOWN INVENTORIES.

During the year ended June 30, 2001, the Company wrote-down inventories based on
management's planned marketing, distribution, and pricing strategies of the
related products.

OTHER GENERAL AND ADMINISTRATIVE EXPENSES.

Other general and administrative expenses for the year ended June 30, 2001 were
$197,242. Other general and administrative expenses for the year ended June 30,
2000 were $158,893 an increase of $38,349 or 24.14%. These expenses grew during
the year ended June 30, 2001 due to costs for general corporate functions,
facilities, legal, and marketing-related expenses.

RESEARCH AND DEVELOPMENT EXPENSES.

For the year ended June 30, 2001, research and development expenses were
$140,200. For the year ended June 30, 2001, research and development expenses
were $190,937 a decrease of $50,737 or 26.57%. This decrease was due to lower
costs used during the year in the development of its products.

PROFESSIONAL FEES.

Professional fees for the year ended June 30, 2001 were $72,017 and $76,845 for
the year ended June 30, 2000 a decrease of $4,828 or 6.28%.

LIQUIDITY AND CAPITAL RESOURCES.

          The Company is in the development stage and has financed its
operations primarily through cash generated from the sale of its stock.

          As of June 30, 2001, the Company had a working capital deficit of
($1,080,987) as compared to working capital of ($167,843) at June 30, 2000. The
decrease of $913,144 in working capital is due primarily to increased
liabilities for inventory and accrued consulting fees. The Company has
accumulated operating losses totaling $3,285,797 since inception. During the
year ended June 30, 2001, the Company raised capital of $180,000 in cash, and
$111,000 in services, which has been the Company's principal source of liquidity
since its inception.

From time to time, the Company loans or advances monies to officers and
directors for travel, personal expenditures, and other matters. At June 30,
2000, the loans and advances totaled $223,078. These loans were non-interest
bearing and were classified as a reduction of stockholders' equity in the
accompanying financial statements. As of June 30, 2001, there were no
stockholder loans and advances due to the Company because the then remaining
amounts due of $188,685 were repaid from the satisfaction of convertible notes
payable and the issuance of 188,685 warrants with an exercise price of $1.00. As
of June 30, 2001, the Company has notes payable of $39,174 plus accrued interest
of $698. The notes are scheduled to mature on September 30, 2002 and December
31, 2002.

          The Company's auditors have expressed their uncertainty as to the
Company's ability to continue as a going concern. They cite the minimal capital
resources available to meet existing and anticipated obligations. In order to
address this uncertainty, the Company has taken steps to raise additional funds
to finance its operations.

          At June 30, 2001, the Company had no material commitments for capital
expenditures.


                                       9

<Page>


ITEM 7. FINANCIAL STATEMENTS.

<Table>

        <S>                                                              <C>
        Independent Auditor's Report                                     11
        Balance Sheet                                                    13
        Statements of Operations                                         14
        Statements of Changes in Stockholders' Deficiency                15
        Statements of Cash Flows                                         16
        Notes to Financial Statements                                    17

</Table>


                                       10
<Page>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
Com-Guard.com, Inc.
(A development stage company)

We have audited the accompanying balance sheet of Com-Guard.com, Inc. (a
development stage company) as of June 30, 2001 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year
ended June 30, 2001 and for the period from October 7, 1998 (Inception) to June
30, 2001. 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 audit.

We conducted our audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Com-Guard.com, Inc. (a development
stage company) as of June 30, 2001 and the results of its operations and its
cash flows for the year ended June 30, 2001 and for the period from October 7,
1998 (Inception) to June 30, 2001 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 11 to the
financial statements, the Company has suffered recurring losses from operations
of $3,285,797, has a working capital deficiency of $1,080,987 and has negative
cash flows from operating activities of $457,697 that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 11. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


WEINBERG & COMPANY, P.A.

Los Angeles, California
September 21, 2001


                                       11

<Page>

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Com-guard.com, Inc.

We have audited the accompanying statements of operations and cash flows of
COM-GUARD.COM, INC. (a Nevada development stage corporation) for the year ended
June 30, 2000. These statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these statements
based on our audit.

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

In our opinion, the statements of operations and cash flows referred to above
present fairly, in all material respects, the results of the operations and cash
flows of COM-GUARD.COM, Inc. for the year ended June 30, 2000, in conformity
with generally accepted accounting principles.


MANUEL J. RAMIREZ



January 30, 2001

Irvine, California


                                       12


<Page>

                               COM-GUARD.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
--------------------------------------------------------------------------------
                                 BALANCE SHEETS

                                                                   JUNE 30, 2001

                                     ASSETS

<Table>
<Caption>


<S>                                                                   <C>
Current assets
     Cash and cash equivalents                                        $     1,990
     Inventories                                                          764,330
                                                                      -----------
          Total current assets                                            766,320

 Property and equipment, net                                               21,362

 Other Assets
      Intangible Asset                                                    150,000
                                                                      -----------

 Total assets                                                         $   937,682
                                                                      ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
     Loan payable - bank                                              $    24,000
     Accounts payable                                                     693,007
     Accrued consulting                                                 1,130,300
                                                                      -----------
          Total current liabilities                                     1,847,307
                                                                      -----------

Long term liabilities
     Notes payable and accrued interest                                    39,872
                                                                      -----------
Total Liabilities                                                       1,887,179

Commitments and Contingencies

Stockholders' Deficiency
     Common stock, $0.001 par value, 100,000,000 shares authorized;
       10,322,000 shares issued and outstanding at June 30, 2001           10,322
     Additional paid-in capital                                         2,325,978
     Accumulated deficit during development                            (3,285,797)
                                                                      -----------
          Total stockholders' deficiency                                 (949,497)
                                                                      -----------
 Total Liabilities and Stockholders' Deficiency                       $   937,682
                                                                      ===========

</Table>

                 See accompanying notes to financial statements


                                       13

<Page>



                               COM-GUARD.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
--------------------------------------------------------------------------------

                            STATEMENTS OF OPERATIONS

<Table>
<Caption>

                                                    FOR THE            FOR THE     FOR THE PERIOD
                                            YEAR ENDED JUNE    YEAR ENDED JUNE    FROM OCTOBER 7,
                                              JUNE 30, 2001      JUNE 30, 2000   1998 (INCEPTION)
                                                                                 TO JUNE 30, 2001
                                            ---------------   ----------------   ----------------

<S>                                         <C>               <C>                <C>
Revenues                                    $            --   $             --   $             --
                                            ---------------   ----------------   ----------------
Costs and expenses
   Consulting fees                                  721,563            626,928          1,416,200
   Provision to write down inventory                319,084            154,755            473,839
   Other general and administrative                 197,242            158,893            413,862
   Research and Development                         140,200            190,937            722,628
   Professional fees                                 72,017             76,845            225,713
   Depreciation                                      12,784              8,583             22,963
                                            ---------------   ----------------   ----------------
       Total operating expenses                   1,462,890          1,216,941          3,275,205
                                            ---------------   ----------------   ----------------

Loss from operations                             (1,462,890)        (1,216,941)        (3,275,205)
                                                              ----------------   ----------------

Other income (expense)
    Interest Expense                                 (6,557)           (10,000)           (16,898)
                                                              ----------------   ----------------
    Interest Income                                      82              3,996              7,106
                                            ---------------   ----------------   ----------------
        Total other income (expense)                 (6,475)            (6,004)            (9,792)
                                            ---------------   ----------------   ----------------

Loss before provision for income taxes           (1,469,365)        (1,222,945)        (3,284,997)
Provision for income taxes                              800                 --                800
                                            ---------------   ----------------   ----------------


Net loss                                    $    (1,470,165)  $     (1,222,945)  $     (3,285,797)
                                            ===============   ================   ================


  Net loss per share -  basic and diluted   $         (0.15)  $          (0.13)  $          (0.36)
                                            ===============   ================   ================

Weighted average common shares during
the period - basic and diluted                   10,100,526          9,386,718          9,095,632
                                            ---------------   ----------------   ----------------

</Table>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                                       14

<Page>



                               COM-GUARD.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
-------------------------------------------------------------------------------

                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

<Table>
<Caption>
                                                                    ADDITIONAL     STOCKHOLDER     ACCUMULATED
                                              COMMON STOCK           PAID-IN        LOANS AND     DEFICIT DURING
                                          SHARES        AMOUNT       CAPITAL        ADVANCES       DEVELOPMENT        TOTAL
                                        ------------ -----------  -------------  --------------   -------------   -------------
<S>                                      <C>           <C>           <C>         <C>              <C>
Issuance of Stock:
  Stock issued for cash                   6,024,500     $ 6,025     $ 433,975        $       -       $      -     $ 440,000
  Stock issued for services               2,510,000       2,510        96,290                -              -        98,800
  Stock issued for R & D                    560,000         560       359,440                -              -       360,000
  Capital as services                             -           -        30,000                -              -        30,000
  Stockholder loans/advances                      -           -             -          (55,000)             -       (55,000)
  Net loss                                        -           -             -                -       (592,687)     (592,687)
                                        ------------ -----------  -------------  --------------   -------------   -------------
Balance, June 30, 1999                    9,094,500       9,095       919,705          (55,000)      (592,687)      281,113

Issuance of Stock:
  Stock issued for cash                     550,000         550       699,450              -                 -       700,000
  Stock issued for services                  26,500          26        26,474              -                 -        26,500
  Stock issued Conversion-notes             210,000         210       209,790              -                 -       210,000
  Capital as services                             -           -        30,000              -                 -        30,000
  Stockholder loans/advances                      -           -             -       (168,078)                -      (168,078)
  Net loss                                        -           -             -              -        (1,222,945)   (1,222,945)
                                        ------------ -----------  -------------  --------------   -------------   -------------

Balance, June 30, 2000                    9,881,500     $ 9,881    $1,885,419     $ (223,078)    $  (1,815,632)     (143,410)
                                        ============ ===========  =============  ==============   =============

Issuance of Stock:
  Stock issued for cash                     180,000         189       179,820              -                 -       180,000
  Stock issued for services                 111,000         111       110,889              -                 -       111,000
  Stock issued-Intangible asset             150,000         150       149,850              -                 -       150,000
  Stockholder loans/advances                      -           -             -        223,078                 -       223,078
  Net loss                                        -           -             -              -        (1,470,165)   (1,470,165)
                                        ------------ -----------  -------------  --------------   -------------   -------------

Balance, June 30, 2001                   10,322,000   $  10,322    $2,325,978    $           -     $ (3,285,797)     $(949,497)
                                        ============ ===========  =============  ==============   =============   =============

</Table>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                        15
<Page>



                               COM-GUARD.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
------------------------------------------------------------------------------

                             STATEMENT OF CASH FLOWS

<Table>
                                                                                                  FOR THE PERIOD FROM
                                                               FOR THE            FOR THE           OCTOBER 7, 1998
                                                              YEAR ENDED         YEAR ENDED         (INCEPTION) TO
                                                            JUNE 30, 2001      JUNE 30, 2000        JUNE 30, 2001
                                                           ----------------   ----------------   --------------------
<S>                                                         <C>                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   $    (1,470,165)    $   (1,222,945)      $     (3,285,797)
Adjustments to reconcile net loss to net cash from
  operating activities:
     Depreciation                                                   12,784              8,583                 22,963
     Stock issued for services                                     111,000             26,500                236,300
     Stock issued for research and development                           -                  -                360,000
     Services provided as contributed capital                            -             30,000                 60,000
     Provision for inventory write-down                            319,084            154,755                473,839
     Changes in operating assets and liabilities -
        Vendor advance                                                                 50,000                      -
        Inventory                                                 (600,000)          (638,169)            (1,238,169)
        Prepaid expenses                                                 -              2,500                      -
        Accounts payable                                           543,916            147,171                703,007
        Accrued Consulting                                         620,300            510,000              1,130,300
         Accrued Interest                                              698                  -                    698
                                                           ----------------   ----------------   --------------------
               Net cash from operating activities                 (462,383)          (931,605)            (1,536,859)

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                             (9,713)           (13,768)               (44,325)
                                                           ----------------   ----------------   --------------------
               Net cash Used in Investing Activities                (9,713)           (13,768)               (44,325)
                                                           ----------------   ----------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of stock                               180,000            700,000               1,320,000
     Proceeds from loan payable - bank                              24,000                  -                 24,000
     Proceeds from issuance of notes payable                       227,859            200,000                427,859
     Stockholder loans and advances                                 34,393           (168,078)              (188,685)
                                                           ----------------   ----------------   --------------------
               Net cash from financing activities                  466,252            731,922              1,583,174

Net increase (decrease) in cash and cash equivalents                (5,844)          (213,451)                 1,990

Cash and cash equivalents
     Beginning of period                                             7,834            221,285                      -
                                                           ----------------   ----------------   --------------------
     End of period                                         $         1,990    $         7,834    $             1,990
                                                           ================   ================   ====================

</Table>

Supplemental disclosure of non-cash investing and financing activities:

No interest or taxes were paid during the years June 30, 2001 and 2000

During December 2000 the Company acquired $150,000 of software by issuing
150,000 shares of its common stock.

As of June 30, 2001, notes payable and accrued interest to stockholders
aggregating $188,685 were offset against stockholder loans/advances.

On June 30, 2000, notes and accrued interest totaling $210,000 were converted
into common stock at $1.00 per share. In conjunction with this conversion,
warrants to purchase 200,000 shares at $1.00 per share were issued, and
remain outstanding.

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                                      16

<Page>



                               COM-GUARD.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
-----------------------------------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) ORGANIZATION

The Company was formed and incorporated in the state of Nevada on October 7,
1998 as e-WORLD SECURITY, INC. On April 16, 1999 the Company changed its name
to COM-GUARD.COM, INC. Planned principal operations of the Company have not
yet commenced; activities to date have been limited to forming the Company,
assembling a management and consulting team, identifying markets, developing
products, and obtaining initial capitalization. The Company intends to sell
products that afford security protection to computer hardware and software in
microcomputers. The Company's initial product, Com-Guard, includes unique
software and hardware that will enable users to protect and limit access to
data; and to provide a security system against tampering and unauthorized use
of computers.

The Company is in the development stage and activities to date include
primarily fund raising, product design and development, and establishment of
markets.

(B) USE OF ESTIMATES

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

(C) CASH AND CASH EQUIVALENTS

For purposes of the cash flow statements, the Company considers all highly
liquid investments with original maturities of three months or less at the
time of purchase to be cash equivalents.

(D) INVENTORY

Inventory is stated at the lower of cost (first-in, first-out) or net
realizable value, and consists of work-in-process.

(E) PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and depreciated using the
straight-line method over the estimated economic useful lives of 3 to 7
years. Expenditures for maintenance and repairs are charged to expense as
incurred. Major improvements are capitalized.

(F) INTANGIBLE ASSETS

Intangible assets are amortized on a straight-line basis over their estimated
economic useful life.

(G) STOCK OPTIONS AND WARRANTS

In accordance with Statement of Financial Accounting Standards No. 123,
("SFAS 123") the Company has elected to account for Stock Options issued to
employees under Accounting Principles Board Opinion No. 25 ("APB Opinion No.
25") and related interpretations.  The Company accounts for stock options
issued to non-employees under the fair value method of SFAS 123.

                                     17
<page>


(H) REVENUE RECOGNITION

The Company recognizes revenue upon shipment of products.

(I) INCOME TAXES

The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date.

In fiscal 2000, the Company made no provision for income taxes because of
financial statement and tax losses since its inception. A valuation allowance
has been used to offset the recognition of any deferred tax assets due to the
uncertainty of future realization. The use of any tax loss carryforward benefits
may also be limited as a result of changes in Company ownership.

(J) RESEARCH AND DEVELOPMENT

Research and development, which includes purchased research and development
and internal costs incurred on the technology are expenses as incurred.
Statement of Financial Accounting Standards No. 86 (SFAS-86, "Accounting for
the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed")
does not materially effect the Company because the Company has elected to
expense as research and development all such costs prior to establishing
technological feasibility as required by SFAS-86. Management expects
technological feasibility to be established upon completion of beta testing.

(K) FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 109, "Disclosures about Fair
Value of Financial Instruments", requires disclosures of information about
the fair value of certain financial instruments for which it is practicable
to estimate that value. For purposes of this disclosure, the fair value of a
financial instrument is the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced sale
or liquidation.

The carrying amounts of the Company's financial instruments, including
accounts payable, accrued expenses, and notes payable, approximate fair value
due to the relatively short period to maturity for these instruments.

(L) NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has recently issued several new
Statements of Financial Accounting Standards. Statement No. 141, "Business
Combinations" supersedes APB Opinion 16 and various related pronouncements.
Pursuant to the new guidance in Statement No. 141, all business combinations
must be accounted for under the purchase method of accounting; the
pooling-of-interests method is no longer permitted. SFAS 141 also establishes
new rules concerning the recognition of goodwill and other intangible assets
arising in a purchase business combination and requires disclosure of more
information concerning a business combination in the period in which it is
completed. This statement is generally effective for business combinations
initiated on or after July 1, 2001.

Statement No. 142, "Goodwill and Other Intangible Assets" supercedes APB
Opinion 17 and related interpretations. Statement No. 142 establishes new
rules on accounting for the acquisition of intangible assets not acquired in
a business combination and the manner in which goodwill and all other
intangibles should be accounted for subsequent to their initial recognition
in a business combination accounted for under SFAS No. 141. Under SFAS No.
142, intangible assets should be recorded at fair value. Intangible assets
with finite useful lives should be amortized over such period and those with
indefinite lives should not be amortized. All intangible assets being
amortized as well as those that are not, are both subject to review for
potential impairment under SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS No. 142
also requires that goodwill arising in a business combination should not be
amortized but is subject to

                                      18
<page>

impairment testing at the reporting unit level to which the goodwill was
assigned to at the date of the business combination.

SFAS No. 142 is effective for fiscal years beginning after December 15, 2001
and must be applied as of the beginning of such year to all goodwill and
other intangible assets that have already been recorded in the balance sheet
as of the first day in which SFAS No. 142 is initially applied, regardless of
when such assets were acquired. Goodwill acquired in a business combination
whose acquisition date is on or after July 1, 2001, should not be amortized,
but should be reviewed for impairment pursuant to SFAS No. 121, even though
SFAS No. 142 has not yet been adopted. However, previously acquired goodwill
should continue to be amortized until SFAS No. 142 is first adopted.

Statement No. 143 "Accounting for Asset Retirement Obligations" establishes
standards for the initial measurement and subsequent accounting for
obligations associated with the sale, abandonment, or other type of disposal
of long-lived tangible assets arising from the acquisition, construction, or
development and/or normal operation of such assets. SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002, with earlier application
encouraged.

The adoption of these pronouncements will not have a material effect on the
Company's financial position or results of operations.

(M) LOSS PER SHARE

Basic and diluted net loss per common share for the years ended June 30, 2001
and 2000 and for the period from October 7, 1998 (inception) to June 30, 2001
is computed based upon the weighted average common shares outstanding as
defined by Financial Accounting Standards No. 128, "Earnings Per Share".
Common stock equivalents have not been included in the computation of diluted
loss per share since the effect would be anti-dilutive. At June 30, 2001
there were 1,050,000 common stock options and 188,685 warrants issued and
outstanding that could potentially dilute earnings per share in future
periods.

(N) BUSINESS SEGMENTS

The Company applies Statement of Financial Accounting Standards No. 131
"Disclosures about Segments of an Enterprise and Related Information".  The
Company operates in one segment and therefore segment information is not
presented.

(O) FINANCIAL STATEMENT PRESENTATION

Certain amounts in the 2000 financial statements have been reclassified to
conform to the 2001 presentation.

NOTE 2   INVENTORIES

Inventory at June 30, 2001 consisted of work in process in the amount of
$764,330 (See Note 7(C)).

NOTE 3   PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2001 consisted of the following:

<Table>
<Caption>

             <S>                                                       <C>
             Equipment                                                 $  41,509
             Furniture and fixtures                                        2,816
                                                                       ----------
                                                                          44,325
             Less: Accumulated depreciation                               22,963
                                                                       ----------

             Property and equipment - net                              $  21,362
                                                                       ==========

</Table>


Depreciation expense for the years ended June 30, 2001 and 2000 was $12,784
and $8,583, respectively.

                                       19
<page>

NOTE 4   INTANGIBLE ASSET

On December 25, 2000, the Company acquired from Guardtec, Inc. (formerly Kyungki
System Co., Ltd. (See Note 7(E))), a Korean corporation, the rights, title and
interest to GTC Firewall, including copryights, trademarks, patents, object
codes, source codes, enhancements, and updates or other modifications and user
manuals. The product's function is to prevent unauthorized entry into a network
and to safeguard files by means of encryption. As consideration for acquisition
of this technology, the Company issued 150,000 shares of its common stock with a
fair value of $150,000. This technology has not been placed into service as of
June 30, 2001 and therefore, no amortization expense has been charged to
operations during the fiscal year.

NOTE 5   LOAN PAYABLE - BANK

The loan payable - bank represents a $24,000 cash advance made by the Company
from its bank credit card in June 2001.T he loan bears interest at 11.75% per
annum.

NOTE 6   NOTES PAYABLE

The Company issued $220,000 in convertible notes payable to related
individuals during the fiscal year June 30, 2001. The unsecured notes had a
stated interest rate of 7% per annum and were due eighteen months from the
date of the notes. Notes payable, in the amount of $182,826 plus accrued
interest of $5,859 were satisfied by an offset to loans receivable from
related individuals in the amount of $188,685 (See Note 7(D)) and the
issuance of 188,685 warrants with an exercise price of $1.00. As of June 30,
2001, the remaining notes payable balance was $39,174 plus accrued interest
of $698. The notes are scheduled to mature on September 30, 2002 and December
31, 2002.

NOTE 7   RELATED PARTY TRANSACTIONS

(A) CONSULTING SERVICES

During the period ended June 30, 2001 and 2000, the Company incurred
consulting fees for various corporate and administrative services performed
by officers, directors, and stockholders.

During the period ended June 30, 2000, the Company incurred $358,300 in fees
from related parties, including an officer and director, for various
corporate and administrative services. Payment was made in the form of cash
$169,300 plus accrued liabilities $189,000.

(B) LEGAL COUNSEL

The Company's legal counsel is a stockholder of the Company.

(C) INVENTORY

During the years ended June 30, 2001 and 2000, the Company purchased work in
process inventory in the amount of $600,000 and $638,169 from a vendor whose
owner is a stockholder of the Company. As of June 30, 2001 and 2000, the
Company has recorded a provision of $319,084 and $154,755, respectively to
reduce the inventory to the lower of cost or market. At June 30, 2001,
accounts payable includes the $600,000 due to the related party vendor which
was due in June 2001 and is still outstanding at the date of this report.

(D) STOCKHOLDER LOANS AND ADVANCES

From time to time, the Company loans or advances monies to officers and
directors for travel, personal expenditures, and other matters. At June 30,
2000, the loans and advances totaled $223,078. These loans were non-interest
bearing and were classified as a reduction of stockholders' equity in the
accompanying financial statements. As of June 30, 2001, there were no
stockholder loans and advances due to the Company because the then remaining
amounts due of $188,685 were repaid from the satisfaction of convertible
notes payable. (See Note 6).

                                     20
<page>

(E) INTANGIBLE ASSETS AND RESEARCH AND DEVELOPMENT

During the years ended June 30, 2001 and 2000, the Company purchased
intangible assets and research and development technology from a vendor who
is a stockholder of the Company (See Notes 4 and 9 (D)).

(F) RENT

During the periods ended June 30, 2000 and 1999, the Company incurred rent
expense of $15,000 under a short-term facility lease with an officer and
director of the Company. This leasing agreement was terminated in November
1999 in connection with the lease of facilities discussed in Note 8.

NOTE 8   COMMITMENTS AND CONTINGENCIES

(A) LEASES

The Company leases corporate office space under an operating lease. The lease
is scheduled to expire in November 2001. Management is in the process of
negotiating an extension of the lease terms and conditions.

Future minimum lease payments for the operating lease are $8,155 at June 30,
2001.

Rent expense for the years ended June 30, 2001 and 2000 amounted to $20,814
and $15,000, respectively.

(B) CONSULTING AGREEMENTS

On July 1, 1999, the Company entered into two-year consulting agreements with
seven individuals. The terms of the agreements call for the individuals to
provide the following services:

Public relations, shareholder relations, and general management consulting.
Market research and materials, vendor relations.
Research and development, product planning and technical staff evaluations.
Corporate planning and strategic alliances.
Fundraising and strategic planning.
General corporate governance.

At June 30, 2001, the Company had $1,133,800 of accrued consulting expense
such agreements. These agreements were renewed for one year.

On June 22, 2001, the Board of Directors approved the use of eleven
consultants with monthly fees aggregating $77,750 beginning on July 1, 2001.
The previously contracted consultants were included in the eleven.

NOTE 9   STOCKHOLDERS' DEFICIENCY

(A) STOCK OPTIONS AND WARRANTS

The Company issued 188,685 warrants during fiscal 2001 at an exercise price
of $1.00 per share in conjunction with the satisfaction of convertible notes
(See Note 6). The exercise price of the warrants was equal to the fair value
of the common stock at the time of grant based on recent sales of the
Company's common stock.

During the year ended June 30, 2000 the Company granted 200,000 non-qualified
stock options having an exercise price of $1.00 upon conversion of notes
payable to certain note holders. All of the options vested immediately upon
grant and their exercise price was equal to the fair value of the common
stock at the time of grant based upon recent sales of the Company's common
stock.

The Company did not recognize any stock-based compensation during the years
ended June 30, 2001 and 2000. There would be no material difference to
compensation costs had the compensation costs been computed under SFAS 123.

                                      21
<page>


A summary of the options issued to certain advisors, consultants and directors
as of June 30, 2001 is presented below:

<Table>
<Caption>

                                                                                                 Weighted
                                                                         Number of               Average Exercise
                                                                         Options                 Price
                                                                       -----------------     --------------------
        <S>                                                            <C>                   <C>
        Stock Options
        Balance, June 30, 1999                                             855,000           $    .14
        Granted                                                            200,000           $   1.00
        Exercised                                                          -                     -
        Forfeited                                                          -                 $   -
                                                                       -----------------     --------------------
        Balance, June 30, 2000                                             1,055,000         $    .30
                                                                       =================     ====================

        Granted                                                            -                     -
        Exercised                                                          -                     -
        Forfeited                                                         (5,000)            $   1.00
                                                                       -----------------     --------------------
        Balance, June 30, 2001                                         1,050,000             $    .30
                                                                       =================     ====================

        Weighted average fair value of options granted during
        the period                                                         -                 $    1.00


</Table>

The following table summarizes information about stock options outstanding at
June 30, 2001:

<Table>
<Caption>

       Options Outstanding                                                            Options Exercisable
       --------------------------------------------------------------------------- -- -------------------------------
                                                   Weighted
                               Number              Average           Weighted         Number             Weighted
            Range Of           Outstanding         Remaining         Average          Exercisable        Average
            Exercise           At June 30,         Contractual       Exercise         At June 30,        Exercise
            Price              2001                Life              Price            2001               Price
            ---------------    ---------------     --------------    -------------    --------------     ------------
            <S>                <C>                 <C>               <C>              <C>                <C>
            $    .02 - 1.00          1,050,000            4 years        $  .30            1,050,000     $   .30
            ===============    ===============     ==============    =============    ==============     ============

</Table>

(B) CONVERSION OF NOTES INTO COMMON STOCK

During the year ended June 30, 2000, notes aggregating $210,000 were
converted into 210,000 common shares. These shares were valued at the fair
market value on the conversion date and no gain or loss was realized on this
transaction.

(C) ISSUANCE OF COMMON STOCK FOR SERVICES

During the years ended June 30, 2001, 2000 and 1999, 111,000, 26,500 and
2,510,000 common shares, respectively, were issued for services to various
consultants and outside contractors. The shares were valued at $110,000,
$26,500 and $98,800, respectively, the fair market value for financial
reporting purposes based on concurrent cash offering prices at the date of
issuance.

(D) ISSUANCE OF COMMON STOCK FOR RESEARCH AND DEVELOPMENT

On January 14, 1999, the Company acquired from Guardtec, Inc. (formerly
Kyungki System Co., Ltd. (See Note 7(E))), a Korean corporation, the right,
title and interest to certain technology including copyrights, trademarks,
patents, object codes, source codes, enhancements, and updates or other
modifications and user manuals. As consideration for this acquisition of
technology, the Company issued 560,000 shares of its common stock. The
acquisition of technology is reflected in the accompanying financial
statements as research and development because technological feasibility was
not established and the technology has no alternative future use. On July 20,
1999, the U.S. Patent and Trademark Office issued a patent on the technology
acquired for common stock.

Research and development costs are charged to operations when incurred and
are included in operating expenses. The amounts charged in 2001 and 2000 were
$140,200 and $190,937, respectively.

                                      22
<page>

(E) ISSUANCE OF COMMON STOCK FOR INTANGIBLE ASSET

During the year ended June 30, 2001, the Company issued 150,000 common shares
of stock to acquire GTC Firewall software technology. The shares were valued
at $150,000, the fair market value for financial reporting purposes based on
concurrent cash offering prices at the date of issuance.

(F) CONTRIBUTED CAPITAL

The president elected to forgo his salary through December 31, 1999. The
value of the services, determined as equal to his forgone salary of $60,000,
has been treated as contributed capital.

NOTE 10  INCOME TAXES

Income tax expense (benefit) for the year ended June 30, 2001 for the company
is summarized as follows:
<Table>
<Caption>


                                                                                           2001
                                                                                    -----------------
               <S>                                                                  <C>

        Current:
        Federal                                                                              -
        State                                                                                800
        Deferred-Federal and State                                                           -
        Change in Valuation Allowance                                                        -
                                                                                    -----------------
        Income tax expense (benefit)                                                $        800
                                                                                    =================

</Table>


The Company's tax expense differs from the "expected" tax expense for the
year ended June 30, 2001, as follows:

<Table>
<Caption>

                                                                                               2001
                                                                                           -----------------
        <S>                                                                                 <C>
        U.S. Federal income tax provision (benefit)                                        $ (490,536)
        Effect of research and development costs and amortization of organization cost         28,605
        Effect of net operating loss carryback                                                  -
                                                                                            -----------------
        Tax benefit                                                                          (461,931)
        Valuation allowance                                                                   461,931
                                                                                            -----------------
                                                                                             $  -
                                                                                            =================

</Table>

The tax effects of temporary differences that gave rise to significant
portions of deferred tax assets and liabilities at June 30, 2001 are as
follows:

<Table>
<Caption>
                                                                                                 2001
                                                                                           -----------------
        <S>                                                                                <C>
        Deferred tax assets:
        Research and development costs                                                    $  235,000
        Start-up costs                                                                        57,174
        Net operating loss carryforward                                                      520,046
                                                                                           -----------------
        Total gross deferred tax assets                                                      812,220
        Less valuation allowance                                                            (812,220)
                                                                                           -----------------
        Net deferred tax assets                                                            $    -
                                                                                           =================

</Table>

At June 30, 2001, the Company had net operating loss carryforwards of
approximately $2,389,000 for U.S. Federal income tax purposes available to
offset future taxable income expiring on various dates through 2021.

The valuation allowance at July 1, 2000 was $350,289. The net change in the
valuation allowance during the year ended June 30, 2001 was an increase of
approximately $461,931.

NOTE 11  GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company incurred a net loss of
$1,470,165 and negative cash flows from operating activities of $457,697, has
an accumulated deficit of $3,285,797 and a working capital deficiency of
$1,080,987 at June 30, 2001. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

                                        23
<page>


In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
working capital requirements, and the success of its future operations.
Management's plans include the issuance of a private placement memorandum to
raise additional funds through the sale of common stock and the manufacture,
marketing and sale of the GTC Firewall and Com-Guard computer software
programs. Management believes that the action presently being taken to revise
the Company's operating and financial requirements provide the opportunity
for the Company to continue as a going concern.

PART III

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

<Table>
<Caption>

NAME                                 AGE     POSITION                                TERM            SERVED SINCE
----                                 ---     --------                                ----            ------------
<S>                                  <C>     <C>                                     <C>             <C>
Edward W. Savarese                    54     President and Chief Executive           Annual           Inception
                                             Officer
Edward H. Currie                      60     Director                                Annual           June 25, 1999

</Table>

         Dr. Edward W. Savarese is the founder of the Company and has been a
director and Chairman of the Board of Directors since its inception. He held
the position of Chief Executive Officer of Imaging Technologies Corporation
(formerly Personal Computer Products, Inc.) from 1982 to 1998. From 1981 to
1982, he was director of sales for SofTech Microsystems. His responsibilities
included establishing and supervising an international sales organization for
marketing a microcomputer operating system. From 1978 to 1981, Dr. Savarese
was employed by Hewlett Packard Company, first as a sales representative for
computer products, and later as district sales manager supervising a sales
force in the marketing of mini- and microcomputers. Dr. Savarese holds a
Doctorate degree from Columbia University, Teacher's College, with
specialization in educational technology and software and systems design. He
also holds a Master of Science in administration and management from Pace
University.

         Dr. Edward H. Currie has been a director of the Company since June
25, 1999. He has more than twenty years of senior management experience in
domestic and international microcomputer-related software publishing and
hardware manufacturing. Since 1988, Dr. Currie has been president and chief
executive officer of ImageSoft, Inc., an international software publisher.
From 1981 to 1988, he was chairman, president, and chief executive officer of
Lifeboat, a software publishing company. From 1978 to 1981, Dr. Currie served
as vice president of product management for the Microsystems Division of
Pertec Computer Corp., a supplier of magnetic tape storage devices and
microcomputer peripherals. From 1975 to 1978, he was Executive Vice President
and General Manager for MITS, the creator of the first microcomputer personal
computer, which was subsequently acquired by Pertec. Dr. Currie is a
co-founder of PC Magazine, the largest circulation magazine on the personal
computer. He also is the founder of C++ Journal and publisher of The
PostScript Journal. He has published many articles, including technical
articles in U.S. and international trade magazines. He holds BSEE, MS
Physics, and Ph.D. Physics from the University of Miami.

         Dr. Savarese will be employed on a full time basis for the
Registrant. Mr. Currie will be employed on a part time as needed basis.

ITEM 10. EXECUTIVE COMPENSATION.

         Other than Dr. Savarese, there was no executive or director who has
received compensation in excess of $100,000 since the incorporation date of
the Company. Dr. Savarese currently receives an annual salary of $60,000.

                                         SUMMARY COMPENSATION TABLE

<Table>
<Caption>

--------------------- ------- --------------------------------- --------------------------------------- ----------
                                    Annual Compensation                 Long Term Compensation
                              --------------------------------- ---------------------------------------
                                                                          Awards             Payouts
                                                                --------------------------- -----------
                                                                -------------- ------------ -----------
                                                     Other       Restricted    Securities               All
 Name and principal                                  annual         stock      underlying   LTIP        other
      position         Year    Salary    Bonus    compensation award(s) ($)    Options/    payouts     compensation
                                ($)       ($)         ($)                       SARs (#)       ($)          ($)
                                                                -------------- ------------ -----------

--------------------- ------- --------- --------- ------------- -------------- ------------ ----------- ----------
<S>                   <C>     <C>       <C>       <C>           <C>            <C>          <C>         <C>
Edward Savarese,
CEO                    2001   120,000     -0-         -0-            -0-           -0-         -0-         -0-
                       2000   110,000   145,000       -0-            -0-           -0-         -0-         -0-
--------------------- ------- --------- --------- ------------- -------------- ------------ ----------- ----------
--------------------- ------- --------- --------- ------------- -------------- ------------ ----------- ----------

</Table>

         The Registrant has no agreements with its directors for the payment
of director fees. No officer of the Company has an employment agreement with
the Company.


                                      24
<Page>



                                OPTION/SAR VALUES
<Table>
<Caption>

                                                                                            VALUE OF UNEXERCISED
                              SHARES                   NUMBER OF SECURITIES UNDERLYING          IN-THE-MONEY
                            ACQUIRED ON     VALUE          UNEXERCISED OPTIONS/SARS             OPTIONS/SARS
NAME                         EXERCISE     REALIZED                AT FY-END                       AT FY-END
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>                   <C>                          <C>
Edward W. Savarese              -0-          -0-                 500,000 (1)                     $ 10,000.00

Edward H. Currie                -0-          -0-                  50,000 (1)                     $ 1,000.00

</Table>

(1) These options are exercisable no later than June 30, 2004 at a price
    of $.02 per share. The securities underlying the unexercised options
    are exercisable.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

<Table>
<Caption>


        ------------------- --------------------------------- ---------------------- ----------------
                                                              AMOUNT AND NATURE OF
                             NAME AND ADDRESS OF                   BENEFICIAL          PERCENT OF
        TITLE OF CLASS        BENEFICIAL OWNER                    RELATIONSHIP            CLASS
        ------------------- --------------------------------- ---------------------- ----------------
        <S>                 <C>                               <C>                    <C>
        Common              Edward W. Savarese(1)                     5,200,000            50.4%
                            2075 Corte del Nogal
                            Carlsbad, CA 92009
        ------------------- --------------------------------- ---------------------- ----------------
        Common              Edward H. Currie (2)                         75,000             0.7%
                            6-57 158th Street
                            Whitestone, NY 11357
        ------------------- --------------------------------- ---------------------- ----------------
        Common              Directors and officers as a               5,275,000            57.4%
                            group (2 persons)
        ------------------- --------------------------------- ---------------------- ----------------
        ------------------- --------------------------------- ---------------------- ----------------

</Table>


         (1) Has the right to acquire a total of 500,000 additional shares
         within 60 days.
         (2) Has the right to acquire a total of 50,000 additional shares
         within 60 days.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(A) Consulting Services

During the period ended June 30, 2001 and 2000, the Company incurred
consulting fees for various corporate and administrative services performed
by officers, directors, and stockholders.

(B) Legal Counsel

The Company's legal counsel is a stockholder of the Company.

(C) Inventory

During the years ended June 30, 2001 and 2000, the Company purchased work in
process inventory in the amount of $600,000 and $638,169 from a vendor whose
owner is a stockholder of the Company. As of June 30, 2001 and 2000, the
Company has recorded a provision of $319,084 and $154,755, respectively to
reduce the inventory to the lower of cost or market. At June 30, 2001,
accounts payable includes the $600,000 due to the related party vendor which
was due in June 2001 and is still outstanding at the date of this report.

(D) Stockholder Loans and Advances

From time to time, the Company loans or advances monies to officers and
directors for travel, personal expenditures, and other matters. At June 30,
2000, the loans and advances totaled $223,078. These loans were non-interest
bearing and were classified as a reduction of stockholders' equity in the
accompanying financial statements. As of June 30, 2001, there were no
stockholder loans and advances due to the Company because the then remaining
amounts due of $188,685 were repaid from the satisfaction of convertible
notes payable. (See Note 6).

(E) Intangible Assets and Research and Development

During the years ended June 30, 2001 and 2000, the Company purchased
intangible assets and research and development technology from a vendor who
is a stockholder of the Company (See Notes 4 and 9 (D)).

                                       25
<page>

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

           None.
EXHIBITS.

         (3a)     Articles and Bylaws of the Company incorporated by reference
                  to Exhibits 2 and 2.3 of Form 10-SB/A1 dated April 11, 2000.

         (3b)     Certificate of Amendment of Articles of Incorporation of
                  e-World Security, Inc. incorporated by reference to Exhibit
                  2.1 of Form 10-SB/A1 dated April 11, 2000.

         (10a)    Technology Purchase Agreement incorporated by reference to
                  Exhibit 6.1 of Form 10-SB/A1 dated April 11, 2000.

         (10b)    Consulting Agreement incorporated by reference to Exhibit 6.2
                  of Form 10-SB/A1 dated April 11, 2000.

         (10c)    Consulting Agreement between the Company and Edward Savarese,
                  dated October 1, 2000, effective July 1, 1999 incorporated by
                  reference to Form 10-K dated January 30, 2001 and March 30,
                  2001 (for subsequent events).

         (10d)    Consulting Agreement between the Company and Edward Currie,
                  dated March 13, 2001, effective July 1, 1999 incorporated by
                  reference to Form 10-K dated January 30, 2001 and March 30,
                  2001 (for subsequent events).

         (10e)    Consulting Agreement between the Company and Joseph
                  Sigismonti, October 1, 2000, effective July 1, 1999
                  incorporated by reference to Form 10-K dated January 30, 2001
                  and March 30, 2001 (for subsequent events).

         (10f)    Share Purchase Agreement between the Company and Guardtec,
                  Inc., dated December 19, 2000 incorporated by reference to
                  Form 10-K dated January 30, 2001 and March 30, 2001 (for
                  subsequent events).

         (10g)    Technology License Agreement between the Company and Guardtec,
                  Inc., dated December 25, 2000 incorporated by reference to
                  Form 10-K dated January 30, 2001 and March 30, 2001 (for
                  subsequent events).

         (27)     Financial Data Schedule




                                      26
<Page>


SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: October 22, 2001

COM-GUARD.com, INC.




BY: /S/ EDWARD W. SAVARESE
Edward W. Savarese
Chief Executive Officer
(Principal Financial and Accounting Officer)



                                       27
<Page>

            SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
       PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

         The Company has not, to date, provided an annual report or proxy
statement to its shareholders. The Company plans to provide a copy of this
Form 10-KSB to its shareholders within thirty (30) days of its filing with
the SEC.