-----BEGIN PRIVACY-ENHANCED MESSAGE-----



ACCESSION NUMBER:
CONFORMED SUBMISSION TYPE:        10KSB
PUBLIC DOCUMENT COUNT:
CONFORMED PERIOD OF REPORT:       20020228
FILED AS OF DATE:                 20020712

FILER:

          COMPANY DATA:
                    COMPANY CONFORMED NAME:
                    CENTRAL INDEX KEY:                     0001093800
                    STANDARD INDUSTRIAL CLASSIFICATION:    SERVICES-BUSINESS
                                                            SERVICES NEC [7389]
                    IRS NUMBER:                            912015608
                    STATE OF INCORPORATION:                CO
                    FISCAL YEAR END:                       0228

          FILING VALUES:
                    FORM TYPE:            10KSB
                    SEC ACT:              1934 Act
                    SEC FILE NUMBER:      000-27199
                    FILM NUMBER:

          BUSINESS ADDRESS:
                    STREET 1:             566 - 1027 DAVIE STREET
                    STREET 2:             VANCOUVER BRITISH COLUMBIA
                    CITY:                 CANADA V6E 4L2
                    STATE:                A2
                    ZIP:                  99999999
                    BUSINESS PHONE:       213-304-1936

          MAIL ADDRESS:
                    STREET 1:             566 - 1027 DAVIE STREET
                    STREET 2:             VANCOUVER BRITISH COLUMBIA
                    CITY:                 CANADA V6E 4L2
                    STATE:                A2


          FORMER COMPANY:
                    FORMER CONFORMED NAME:DENMANS.COM, INC
                    DATE OF NAME CHANGE:  19990824



                                        i
<PAGE>


                                   Form 10-KSB
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

(Mark One)
[X]  Annual report under section 13 or 15(d) of the  Securities  Exchange Act of
     1934 For the fiscal year ended February 28, 2002.

[ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the transition period from ____________ to _____________

Commission file number: 000-27199

                         IMPULSE MEDIA TECHNOLOGIES,INC.
        (Exact name of small business issuer as specified in its charter)

          Colorado                                              91-2015608
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

    SUITE 566 - 1027 DAVIE STREET
VANCOUVER BRITISH COLUMBIA CANADA V6E 4L2                           A2
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number, (213) 304-1936

                                     -
             (Former name or address, if changed since last report)

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]

State issuer's revenues for its most recent fiscal year: $0

The aggregate market value of common equity held by non-affiliates of the
registrant as of July 12, 2002 was $235,362.

The number of shares outstanding of the registrant's common equity, as of July
12, 2002 was 20,468,083.

Documents incorporated by reference: none

Transitional Small Business Disclosure Format (check one):Yes.[]; No [x]








                                        1
<PAGE>



                        IMPULSE MEDIA TECHNOLOGIES, INC.

                                   FORM 10-KSB

                   For The Fiscal Year Ended February 28, 2002

                                      INDEX



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

PART II......................................................................5
Item 5.  Market for Registrant's Common Stock and Related Stockholder
         Matters.............................................................5
Item 6.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition.............................................5
Item 7.  Financial Statements and Supplementary Data.........................8
Item 8.  Changes In and Disagreements With Accountants on Accounting and
              Financial Disclosure...........................................9

Part III.....................................................................9
Item 9.  Directors, executive officers, promoters and control persons;
         compliance with section 16(a) of the exchange act...................9
Item 10. Executive Compensation.............................................10
Item 11. Security Ownership of Certain Beneficial Owners and Management.....11
Item 12. Certain Relationships and Related Transactions.....................12
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...12
Signatures..................................................................13



PART I

Item 1. Business

GENERAL

Impulse Media Technologies Inc. ("Impulse Media" or the "Company") was founded
by a team of inventors and executives with extensive experience in radio media.
The Company has invented technology which enables Contemporary Hit Radio
stations to connect directly with listeners through wireless devices and sell
music products to these high consumption-oriented audiences. To achieve
implementation, Impulse Media is developing strategic partnerships with wireless
connectivity providers and is marketing its services to key radio groups in the
U.S. Impulse Media is focused on becoming a key supplier of enablement services
in the North American mobile commerce market.


CORPORATE BACKGROUND

Impulse Media is a United States publicly traded company and has its head office
in Vancouver, Canada.

Impulse Media was incorporated on January 6, 1999 in the State of Colorado as
IDS Internet Distribution Systems Inc. On July 23, 1999 the Company changed its
name from IDS Internet Distribution Systems Inc. to Denmans.com. Inc., and
subsequently on November 19, 2001, following completion a share exchange
agreement described below, changed its name to Impulse Media Technologies, Inc.

                                        2
<PAGE>



PRODUCTS AND SERVICES

Impulse Media intends to deliver a service that creates a wireless sales channel
for entertainment merchandise purchases by cell phone and other wireless device
users. Impulse Media's service brings together cell phone network providers,
radio & TV stations, and entertainment merchandisers through an enabling
technology invented by Impulse Media's technology team.

The concept involves Impulse providing synchronization of radio and TV
broadcasts in real time via the web so that these broadcasters can offer users
of wireless cell phones and PDA's (Personal Digital Assistants) the opportunity
to actively participate in immediate interactive purchases.


REGULATORY ISSUES

The Company is not subject to governmental regulation in the provision of its
wireless Internet services other than local state and municipal sales tax
licenses.

A number of legislative and regulatory proposals under consideration by federal,
state, provincial, local and foreign governmental organizations may lead to laws
or regulations concerning various aspects of the Internet, including, but not
limited to, online content, user privacy, taxation, access charges, liability
for third-party activities and jurisdiction. Additionally, it is uncertain how
existing laws will be applied by the judiciary to the Internet. The adoption of
new laws or the application of existing laws may decrease the growth in the use
of the Internet, which could in turn decrease the demand for Impulse Media's
services, increase the cost of doing business or otherwise have a material
adverse effect on the Company's business, results of operations and financial
condition.


SUBSIDIARIES

The Company owns 100% of the issued and outstanding voting common shares of
Impulse Media Technologies, Inc. a Nevada Corporation, which wholly owns Impulse
Media Technologies (BC), Inc., a British Columbia Company.


RESEARCH AND DEVELOPMENT

During fiscal 2002 the Company invested approximately $353,064 in research and
development related to new products and services.


FORWARD-LOOKING STATEMENTS

Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These forward-looking statements can be identified
by the use of predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "plans," "may," "intends,"
"will," or similar terms. These statements appear in a number of places in this
report and include statements regarding the intent, belief or current
expectations of the Company, its directors or its officers with respect to,
among other things: (i) trends affecting the Company's financial condition or
results of operations, (ii) the Company's business and growth strategies, (iii)
the wireless Internet and mobile commerce and (iv) the Company's financing
plans.

Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and



                                        3
<PAGE>



uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors set
forth under "Risk Factors" and elsewhere in this report. The preceding
discussion of the financial condition and results of operations of the Company
should be read in conjunction with the financial statements and notes related
thereto included elsewhere in this report.


Item 2. Description of Property


INTELLECTUAL PROPERTY
The proprietary wireless Internet technology and methodology developed by the
Company represent its primary asset. The Company relies on a combination of
copyright law, trade secret protection and confidentiality agreements with its
employees, customers, independent contractors and strategic partners to protect
its intellectual property. The Company currently has no patents or patents
pending but does anticipate filing for patents in respect of its intellectual
property in the future. The Company enters into confidentiality agreements with
its employees and independent consultants and has instituted procedures to
control access to and distribution of its technology, documentation and other
proprietary information. The steps the Company takes to protect its proprietary
rights may not be adequate and third parties may infringe or misappropriate the
Company's copyrights and similar proprietary rights.

In addition, other parties may assert claims of infringement of intellectual
property or alter proprietary rights against the Company. The legal status of
intellectual property on the wireless Internet is currently subject to various
uncertainties as legal precedents have not been set and are still to be
determined in many areas of Internet law.

LEASEHOLD
The Company's corporate office is located in the center of Vancouver's business
community and is maintained on a monthly rental basis. The Company is not
presently involved in any leasehold agreements.

EQUIPMENT
Equipment is presently not a material component of the Company's operations and
investment in equipment is comprised of servers and computer equipment required
for its web site.


ITEM 3.  LEGAL PROCEEDINGS

The company is not a party to any pending legal proceeding nor is its property
the subject of any pending legal proceeding.


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

There were no matters submitted to a vote of security holders for the fiscal
year covered by this report.











                                        4
<PAGE>



PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters

Impulse Media's common stock has been quoted for trading on the OTC BB since
September 7, 2000. Accordingly, there has been a limited public market for the
Company's common stock. The following table sets forth high and low bid prices
for the common stock for the last six monthly periods and the partial period
ending July 9, 2002. These prices represent quotations between dealers without
adjustment for retail markup, markdown or commission and may or may not
represent actual transactions.


        Month
        ending      Open       High       Low        Close    Volume
        ------------------------------------------------------------

        28-Feb-02   0.18       0.19       0.15       0.17     851,800
        28-Mar-02   0.13       0.21       0.1        0.18     853,900
        29-Apr-02   0.16       0.19       0.09       0.09     485,500
        31-May-02   0.09       0.09       0.04       0.06     254,300
        28-Jun-02   0.05       0.05       0.03       0.03     290,900
        9-Jul-02    0.03       0.04       0.02       0.02      57,500


On February 28, 2001, the Company had 45 registered shareholders owning
20,468,083 shares.

Impulse Media has not declared, and does not foresee declaring, any dividends
now or in the foreseeable future.


Item 6.  Management's Discussion and Analysis of Results of Operations and
Financial Condition

RESULTS OF OPERATIONS - FOR THE YEARS ENDED FEBRUARY 28, 2002 AND FEBRUARY 28,
2001

The discussion in this Report contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
discussed herein. Such risks and uncertainties are detailed in filings with the
Securities and Exchange Commission, including without limitation those discussed
in this section.

RESULTS OF OPERATIONS
The Company is in its development phase and has not yet begun to sell its
services. As such, the Company's sales were nil during the three month period
and fiscal year ended February 28, 2002 compared to nil for the same periods
last year.

                                                       Revenue and Gross Profits
--------------------------------------------------------------------------------
The Company did not earn revenues for the fiscal year ended February 28, 2002
and as such did not generate gross profits. This compares to revenues and gross
profits of nil and nil for the comparative period of October 25, 2000
(inception) to February 28, 2001.

                                                              Operating Expenses
--------------------------------------------------------------------------------
Operating expenses were $610,605 for fiscal 2002 compared with $85,691 for the
comparative period of October 25, 2000 (inception) to February 28, 2001. In
fiscal 2002, the Company's primary operational expense was $353,064 for Software
Development. This compares with $7,931 for Software Development the comparative



                                        5
<PAGE>



period of October 25, 2000 (inception) to February 28, 2001. The two other major
expense categories were Administrative Expenses of $138,775 and Professional
Fees of $66,198, compared with $6,210 and $32,579 respectively for the previous
year's comparative period. Virtually all expenses incurred by the company to
date have been for product development and corporate finance initiatives to
raise investment capital.

                                         Other Income (Expense) and Income Taxes
--------------------------------------------------------------------------------
Due to its lack of revenues, the Company did not incur any income tax
obligations for the year, but generated a loss carryforward of $419,941 which
has been reserved.

                                                                        Net Loss
--------------------------------------------------------------------------------
The Company did not earn revenues in fiscal 2002 or 2001 and incurred a net loss
in fiscal 2002 of $610,605 compared with $85,691 for the comparative period of
October 25, 2000 (inception) to February 28, 2001.


LIQUIDITY AND CAPITAL RESOURCES
At February 28, 2002, the Company had a cash balance of $9 compared to a cash
balance of $903 at September 28, 2001. The working capital deficit at February
28, 2002 increased from $614,690 at November 30, 2001 to $799,403 due to the net
loss incurred by the Company.


CORPORATE DEVELOPMENTS DURING THE YEAR
Fiscal 2002 was a challenging year for the Company. During the fourth quarter
the Company continued its efforts to raise investment capital and develop its
proprietary technology to a market ready stage. Although the Company was not
successful in attracting significant investment funds, it expanded its strategic
focus to areas other than radio and further developed strategic partner
relationships.

As with most public companies, the tragic events of September 11th had an impact
on our financing efforts as the technology market suffered due to the prevailing
mood of economic uncertainty. This climate slowed implementation of our
financing plans, however the company reached a number of business milestones
during the year which are providing leverage toward fulfilling our funding
objectives in the future.

In September 2001, we installed our first "Impulse Radio" system at the Q94.3FM
radio station in Winnipeg, Manitoba, Canada, and began Beta tests of the system.
These tests carried through the third quarter and as of end of November, the
tests had been judged a success by management of the radio station and Impulse's
technical team.

During the year, we also demonstrated our system to the management team at
Sony/Universal's PressPlay online music venture in Los Angeles and began
negotiations aimed at incorporating our technology into the PressPlay service.
We also successfully demonstrated our services at two major telecommunications
trade shows in Miami and Las Vegas and signed a Memorandum of Understanding with
TELUS Mobility, a leading Canadian digital wireless telecommunications provider.
This initiative, Impulse Media's first wireless telecommunications distribution
partnership, should allow the Company to access TELUS Mobility clients across
Canada with its interactive broadcast content and m-commerce service.


DEVELOPMENTS SINCE YEAR END
Subsequent to year-end, the Chief Executive and Chief Technical Officers of the
Company resigned their positions as Officers and Directors to allow introduction
of a new management team. Additionally, control of the Company changed due to
the conversion of debt to common stock by a major note-holder.

                                        6
<PAGE>



RISK FACTORS

The following factors should be considered carefully in evaluating the Company
and its business.

Impulse Media's limited operating history makes it difficult for you to judge
its prospects.

Impulse Media has a limited operating history upon which an evaluation of the
Company, its current business and its prospects can be based. You should
consider any purchase of the Company's shares in light of the risks, expenses
and problems frequently encountered by all companies in the early stages of its
corporate development.


Liquidity and capital resources are uncertain.

For the year ended February 28, 2002 the Company had an operating loss of
$610,605. At February 28, 2001, the Company had a working capital deficiency of
$799,403. There can be no assurance that the Company will be successful in
raising a sufficient amount of capital or in internally generating a sufficient
amount of capital to meet its short and long-term requirements. To the extent
that the Company is unable to maintain or generate the required amount of
capital, its ability to meet obligations and to continue as a going concern is
uncertain.


Computer equipment problems and failures could adversely affect business.

Problems or failures in Internet-related equipment, including file servers,
computers and software, could result in interruptions or slower response times
of the Company's products, which could reduce the attractiveness of its
services. Equipment problems and failures could result from a number of causes,
including computer viruses, outside programmers penetrating and disrupting
software systems, human error, fires, floods, power and telecommunications
failures, and internal breakdowns. In addition, any disruption in Internet
access provided by third parties could have a material and adverse effect.


Impulse Media may not be able to compete successfully against future
competitors.

Impulse Media may see competition from other companies who might develop similar
services. These companies could have significantly greater financial resources,
name recognition, and technical and marketing resources. Impulse Media cannot
assure the reader that it will have the financial resources or the technological
expertise to successfully meet this competition.


Impulse Media's future performance is dependent on the ability to retain key
personnel.

Impulse Media's performance is substantially dependent on the performance of
senior management and key technical personnel. In particular, the Company's
success depends on the continued efforts of its senior management team. The loss
of the services of any of its executive officers or other key employees could
have a material adverse effect on the Company's business, results of operations
and financial condition.

Future success also depends on the continuing ability to retain and attract
highly qualified technical personnel. The Company anticipates that the number of
employees may increase in the next 12 months. The inability to attract and
retain the technical and managerial personnel necessary to support the growth of



                                        7
<PAGE>



its business could have a material adverse effect upon the Company's business,
results of operations and financial condition.


Impulse Media may not be unable to protect the intellectual property rights upon
which its business relies.

The Company regards substantial elements of its technology as proprietary and
attempts to protect them by relying on intellectual property laws, including
copyright and trade secret laws and restrictions on disclosure and transferring
title and other methods. The Company also generally enters into confidentiality
agreements with employees and consultants and in connection with license
agreements with third parties, and seeks to control access to proprietary
information. Despite these precautions, it may be possible for a third party to
copy or otherwise obtain or use the Company's proprietary information without
authorization or to develop similar technology independently.

There can also be no assurance that the Company's business activities will not
infringe upon the proprietary rights of others, or that other parties will not
assert infringement claims against the Company.


It is unclear how any existing and future laws enacted will be applied to the
wireless Internet industry and what effect such laws will have on Impulse Media.

A number of legislative and regulatory proposals under consideration by federal,
state, provincial, local and foreign governmental organizations may lead to laws
or regulations concerning various aspects of the Internet, including, but not
limited to, online content, user privacy, taxation, access charges, liability
for third-party activities and jurisdiction. Additionally, it is uncertain how
existing laws will be applied by the judiciary to the Internet. The adoption of
new laws or the application of existing laws may decrease the growth in the use
of the Internet, which could in turn decrease the demand for Impulse Media's
services, increase the cost of doing business or otherwise have a material
adverse effect on the Company's business, results of operations and financial
condition.


The value and transferability of Impulse Media's shares may be adversely
impacted by the limited trading market for its shares and the penny stock rules.

There is only a limited trading market for Impulse Media's shares. The Company's
common stock is traded in the over-the-counter market and "bid" and "asked"
quotations regularly appear on the O-T-C Bulletin Board under the symbol "IMTI".
There can be no assurance that the Company's common stock will trade at prices
at or above its present level, and an inactive or illiquid trading market may
have an adverse impact on the market price. In addition, holders of Impulse
Media's common stock may experience substantial difficulty in selling their
securities as a result of the "penny stock rules," which restrict the ability of
brokers to sell certain securities of companies whose assets or revenues fall
below the thresholds established by those rules.


Future sales of shares may adversely impact the value of Impulse Media's stock.

If required, Impulse Media may seek to raise additional capital through the sale
of common stock. Future sales of shares by Impulse Media or its stockholders
could cause the market price of its common stock to decline.


Item 7. Financial Statements and Supplementary Data


                                        8
<PAGE>













                         Impulse Media Technologies Inc.


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                        Page
                                                                        ----

Report of Independent Certified Public Accountants                      F-2

Consolidated Financial Statements:

         Consolidated Balance Sheets                                    F-3

         Consolidated Statements of Operations                          F-4

         Consolidated Statement of Stockholders' Equity                 F-5

         Consolidated Statements of Cash Flows                          F-6

         Notes to Financial Statements                              F-8 to F-15
























                                       F-1
<PAGE>






                         Independent Accountants' Report
                         -------------------------------



Board of Directors
Impulse Media Technologies Inc.

     We have audited the  accompanying  consolidated  balance  sheets of Impulse
Media  Technologies  Inc. as of February 28, 2002 and February 28, 2001, and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for the year ending February 28, 2002 and the period from October 25, 2000
(date of inception)  through February 28, 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  generally  accepted  auditing
standards 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  presentations.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial position of Impulse Media Technologies
Inc.  as of February  28, 2002 and  February  28,  2001,  and the results of its
operations,  its  stockholders'  equity,  and its cash flows for the year ending
February  28,  2002 and the period from  October  25,  2000 (date of  inception)
through  February 28, 2001, in conformity  with  generally  accepted  accounting
principles in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company will  continue as a going  concern.  As described in Note 3, the Company
has suffered  operating  losses since  inception that raise  substantial  doubts
about its ability to continue as a going  concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


/s/ Miller and McCollom

MILLER AND MCCOLLOM
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Colorado 80033
July 12, 2002


                                       F-2
<PAGE>




<TABLE>
<CAPTION>
                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                           Consolidated Balance Sheets

                                     Assets
                                                             February 28,          February 28,
                                                                 2002                  2001
                                                          ------------------    ------------------
<S>                                                       <C>                   <C>
Current assets:
     Cash                                                 $               9     $             903
     Accounts receivable                                              1,963                14,361
     Prepaid expenses                                                    --                 1,632
                                                          ------------------    ------------------
         Total current assets                                         1,972                16,896

Intangible assets (Notes 6 and 10)                                       --                    70

Property and equipment, net of accumulated
 depreciation of $401                                                   280                    --
                                                          ------------------    ------------------

Total assets                                              $           2,252     $          16,966
                                                          ==================    ==================

                      Liabilities and Stockholders' Equity

Current liabilities:
     Bank overdrafts                                      $           4,967     $              --
     Accounts payable and accrued liabilities                       451,232                66,152
     Technology acquisition payable (Note 7)                        250,000                    --
     Loans payable                                                   95,456                    --
                                                          ------------------    ------------------
         Total current liabilities                                  801,655                66,152

Notes payable and accrued interest (Notes 7, 9 and 11)            4,352,514                    --
                                                          ------------------    ------------------

Total liabilities                                                 5,154,169

Commitments and contingencies (Notes 10 and 12)

Stockholders' equity (Notes 6, 9 and 11):
     Common stock, $.001 par value
       7,776,083 and 20,468,083 shares issued
       at February 28, 2001 and February 28, 2002                    20,468                 7,776
     Additional paid-in capital                                     399,196                28,386
     Deficit accumulated during development stage                (5,595,578)              (85,691)
     Accumulated other comprehensive income                          23,997                   343
                                                          ------------------    ------------------
         Total stockholders' equity (deficit)                    (5,151,917)              (49,186)
                                                          ------------------    ------------------

Total liabilities and stockholders' equity                $           2,252     $          16,966
                                                          ==================    ==================
</TABLE>

              The accompanying notes to financial statements are an
                        integral part of this statement.

                                       F-3
<PAGE>




<TABLE>
<CAPTION>
                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                      Consolidated Statements of Operations

                                                                          October 25, 2000       October 25, 2000
                                                                             (inception)           (inception)
                                                      Year Ending              Through               Through
                                                      February 28,          February 28,           February 28,
                                                          2002                  2001                  2002
                                                   ------------------    ------------------    ------------------

<S>                                                <C>                   <C>                   <C>
Expenses
     Professional fees                             $      66,198         $      32,579         $       98,777
     Depreciation expense                                  1,914                    --                  1,914
     Software development costs                          353,064                 7,931                360,995
     Management fees                                      50,425                27,372                 77,797
     Administrative expenses                             138,775                 6,210                144,985
     Other costs                                             229                11,599                 11,828
                                                   ------------------    ------------------    ------------------
         Total expense                                   610,605                85,691                696,296

(Loss) from operations                                  (610,605)              (85,691)              (696,296)

Interest expense                                        (224,978)                   --               (224,978)
                                                   ------------------    ------------------    ------------------

Net (loss)                                         $    (835,583)        $     (85,691)        $     (921,274)
                                                   ==================    ==================    ==================

Loss per common share                              $        (.06)        $        (.01)        $         (.07)
                                                   ==================    ==================    ==================

Weighted average shares
       Outstanding                                    14,967,083             7,662,083             13,169,333
                                                   ==================    ==================    ==================

Other comprehensive income:
     Net loss                                      $    (835,583)        $     (85,691)        $     (921,274)
     Foreign currency
       translation adjustment                             23,654                   343                 23,997
                                                   ------------------    ------------------    ------------------
Total other comprehensive income
     (loss)                                        $    (811,929)        $     (85,348)        $     (897,277)
                                                   ==================    ==================    ==================
</TABLE>









              The accompanying notes to financial statements are an
                        integral part of this statement.

                                       F-4
<PAGE>




<TABLE>
<CAPTION>
                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                 Consolidated Statement of Stockholders' Equity

                                                                                       Deficit
                                                                                     Accumulated      Accumulated
                                             Common Stock          Additional        During the         Other              Total
                                             ------------            Paid-in         Development     Comprehensive     Stockholders'
                                         Shares        Amount        Capital            Stage            Income           Equity
                                     ------------   -----------   --------------   ---------------   --------------   --------------
<S>                                   <C>           <C>           <C>              <C>               <C>              <C>
Common shares issued for
   services on October 25, 2000        7,662,083    $     7,662   $         --     $          --     $         --     $       7,662
Common shares issued for cash            114,000            114         28,386                --               --            28,500
Net loss for the period from
   date of inception through
   February 28, 2001                                                                     (85,691)             343           (85,348)
                                     ------------   -----------   --------------   ---------------   --------------   --------------
Balance, February 28, 2001             7,776,083          7,776         28,386           (85,691)             343           (49,186)

Common shares issued for
   transfer of WAP technology
   (Note 6) on April 20, 2001          1,200,000          1,200        248,800                --               --           250,000
Common shares issued for
   cash at $0.25 during the period
   ended August 31, 2001                 490,000            490        122,010                --               --           122,500
Distribution (Note 6)                                                                   (500,000)                          (500,000)
Adjustment for reverse acquisition
   of Denmans (Note 10)               11,002,000         11,002                       (4,174,304)                        (4,163,302)
Net loss for year ended
   February 28, 2002                                                                    (835,583)          23,654          (811,929)
                                     ------------   -----------   --------------   ---------------   --------------   --------------
Balance, February 28, 2002            20,468,083    $    20,468   $    399,196     $  (5,595,578)    $     23,997     $  (5,151,917)
</TABLE>







              The accompanying notes to financial statements are an
                        integral part of this statement.

                                       F-5
<PAGE>




<TABLE>
<CAPTION>
                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                      Consolidated Statements of Cash Flows

                                                                          October 25,        October 25,
                                                                             2000                2000
                                                                          (inception)        (inception)
                                                      Year ending           Through            Through
                                                     February 28,        February 28,        February 28,
                                                         2002                2001                2002
                                                   ----------------    ----------------    ----------------
<S>                                                <C>                 <C>                 <C>
Cash flows from operating activities:
     Net loss for the period                       $      (835,583)    $       (85,691)    $      (921,274)
     Reconciling adjustments:
     Adjustments to reconcile net loss
       to net cash used in operating
       Activities
         Depreciation                                        1,914                  --               1,914
         Common stock issued for services                       --               7,662               7,662
     Net change in operating assets
       and liabilities
       Accounts receivable                                  14,030             (14,361)               (331)
       Prepaid expenses                                         --              (1,632)             (1,632)
       Accounts payable and accrued
         liabilities                                       579,259              66,152             645,411
                                                   ----------------    ----------------    ----------------

Net cash provided (used) by operating activities          (240,380)            (27,870)           (268,250)

Cash flows from investing activities:
     Purchase of property and equipment                    (13,861)                (70)            (13,931)
     Disposal of property and equipment                     11,737                  --              11,737
                                                   ----------------    ----------------    ----------------

Net cash (used) by investing activities                     (2,124)                (70)             (2,194)

Cash flows from financing activities:
     Common stock issued for cash                          122,500              28,500             151,000
     Loans                                                  95,456                  --              95,456
                                                   ----------------    ----------------    ----------------

Net cash provided by financing activities                  217,956              28,500             246,456
                                                   ----------------    ----------------    ----------------

Effect of foreign currency translation                      23,654                 343              23,997
                                                   ----------------    ----------------    ----------------

Net increase in cash                                          (894)                903                   9

Cash, beginning of period                                      903                  --                  --
                                                   ----------------    ----------------    ----------------

Cash, end of period                                $             9     $           903     $             9
                                                   ================    ================    ================






              The accompanying notes to financial statements are an
                        integral part of this statement.

                                       F-6
<PAGE>




<CAPTION>
                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                      Consolidated Statements of Cash Flows

                                                                       October 25, 2000    October 25, 2000
                                                                          (inception)        (inception)
                                                      Year ending           Through            Through
                                                     February 28,        February 28,        February 28,
                                                         2002                2001                2002
                                                   ----------------    ----------------    ----------------
<S>                                                <C>                 <C>                 <C>
Supplemental cash flow information:
     Interest paid                                 $            --     $            --     $            --
                                                   ================    ================    ================
     Income taxes paid                             $            --     $            --     $            --
                                                   ================    ================    ================

Non-cash investing and financing transactions:
       Acquisition of WAP technology               $       500,000     $            --     $       500,000
       Less amount due and unpaid                          250,000                  --             250,000
                                                   ----------------    ----------------    ----------------
         Common stock issued                       $       250,000     $            --     $       250,000
                                                   ================    ================    ================

       Stock issued for services                   $            --     $         7,662     $         7,662
                                                   ================    ================    ================

Distribution (Note 6)                              $       500,000     $            --     $       500,000
                                                   ================    ================    ================
</TABLE>




























              The accompanying notes to financial statements are an
                        integral part of this statement.

                                       F-7
<PAGE>




                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements


Note 1 - Organization and Nature of Business
--------------------------------------------

Impulse Media  Technologies  Inc. (the Company) was  incorporated  on January 6,
1999 in the State of Colorado as IDS Internet Distribution Systems, Inc. On July
23, 1999, the Company changed its name to Denmans.com, Inc., and subsequently on
November 19, 2001,  following an  acquisition  described in Note 10, changed its
name to  Impulse  Media  Technologies,  Inc.  In the  acquisition,  the  Company
acquired Impulse Media Technologies, Inc., a Nevada corporation (Impulse). Prior
to the acquisition, the Company had nominal assets and considerable liabilities.
The  transaction was treated as a reverse  acquisition for accounting  purposes,
which is a capital  transaction  and not a business  combination.  The financial
statements of the acquired  subsidiary are presented for the period prior to the
acquisition.

The Company is in the development stage and has had no revenues.

The  Company  facilitates  the  marketing  of music and music  related  products
through the  synchronization  of radio and TV play lists and commercials in real
time using wireless hand held or stationary devices.

Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------

This  summary of  significant  accounting  policies  is  presented  to assist in
understanding the Company's financial  statements.  The financial statements and
notes are  representations of the Company's  management,  who is responsible for
their integrity and objectivity.  These accounting policies conform to generally
accepted  accounting  principles  in the United  States of America and have been
consistently applied in the preparation of the financial  statements,  which are
stated in U.S. Dollars.

The financial statements reflect the following significant accounting policies:

Development Stage Enterprise
----------------------------

Based upon the Company's  business plan, it is a development stage enterprise as
of the year ending  February 28,  2002.  Accordingly,  the Company  presents its
financial  statements in conformity  with the  accounting  principles  generally
accepted in the United  States of America that apply in  establishing  operating
enterprises.  As a  development  stage  enterprise,  the Company  discloses  the
deficit  accumulated during the development stage and the cumulative  statements
of operations and cash flows from inception to the current balance sheet date.







                                       F-8
<PAGE>




                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements


Note 2 - Summary of Significant Accounting Policies, continued
--------------------------------------------------------------

Use of Estimates
----------------

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

Revenue Recognition
-------------------

The Company has not received any revenues  through the dates of these  financial
statements.  The  Company has adopted  the  revenue  recognition  principles  as
described in Note 4.

Loss per Share
--------------

Loss per share is  computed  in  accordance  with SFAS No.  128, " Earnings  per
Share". Basic loss per share is calculated by dividing the net loss available to
common  stockholders by the weighted average number of common shares outstanding
for the period.

Income Taxes
------------

The  Company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards  ("SFAS") No. 109,  "Accounting for Income Taxes",  which requires the
Company to recognize deferred tax liabilities and assets for the expected future
tax consequences of events that have been recognized in the Company's  financial
statements  or tax  returns  using the  liability  method.  Under  this  method,
deferred  tax  liabilities  and assets  are  determined  based on the  temporary
differences  between the financial  statement  carrying amounts and tax bases of
assets and  liabilities  using enacted rates in effect in the years during which
the differences are expected to reverse and upon the possible realization of net
operating loss carryforwards.

Comprehensive Income
--------------------

SFAS No.  130, "  Reporting  Comprehensive  Income"  establishes  standards  for
reporting and presentation of comprehensive income (loss). This standard defines
comprehensive  income as the  changes in equity of an  enterprise  except  those
resulting  from  stockholder  transactions.  Comprehensive  loss for the periods
shown  equals  the net loss for the period  less the effect of foreign  currency
translation.



                                       F-9
<PAGE>




                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements


Note 2 - Summary of Significant Accounting Policies, continued
--------------------------------------------------------------

Startup Costs
-------------

The Company adopted  Statement of Position No. 98-5 ("SOP 98-5")  "Reporting the
Costs of  Start-Up  Activities."  SOP 98-5  requires  that all  non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.

Currency
--------

The  functional  currency of the company is that of the operating  subsidiary of
Impulse,  Impulse  Media  Technologies  (BC),  Inc.  which is Canadian  Dollars.
Currencies  have been  translated  into US funds  using the  temporal  method as
follows:

     Monetary items, at the rate of exchange  prevailing as at the balance sheet
     date  Non-Monetary  items  including  equity,  at the  historical  rate  of
     exchange  Revenue  and  expenses,  at  the  period  average  in  which  the
     transaction occurs

Risks and Uncertainties
-----------------------

The Company is subject to substantial business risks and uncertainties  inherent
in starting a new business.  There is no assurance that the Company will be able
to  generate  sufficient  revenues  or obtain  sufficient  funds  necessary  for
launching a new business venture.

Intangible Assets
-----------------

Intangible  assets are  recorded  at cost.  Amortization  is to be provided on a
systematic  basis over the  estimated  useful  lives of the assets from the date
that they are first put into use,  which is  currently  expected  to be 20% on a
straight line method.

Cash and Cash Equivalents
-------------------------

The Company  considers cash and cash  equivalents to consist of cash on hand and
demand deposits in banks with an initial maturity of 90 days or less.










                                      F-10
<PAGE>




                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements


Note 2 - Summary of Significant Accounting Policies, continued

Capital Assets
--------------

Capital  assets are recorded at cost.  Depreciation  is recorded  based on their
estimated useful lives as follows:

         Office furniture and equipment     20%               Straight line
         Computer equipment                 20%               Straight line
         Computer hardware                  30%               Straight line
         Computer software                  100%              Straight line
         Leasehold improvements             Life of lease     Straight line

Product development costs
-------------------------

Product  development costs are expensed until the  technological  feasibility of
the product has been established. After technological feasibility is established
and until the product is available for general  release,  software  development,
product  enhancements,  and acquisition  costs are capitalized.  For all periods
presented, product development costs have been expensed in the periods incurred,
as the criteria eligible for capitalization have not been met.

Website development costs
-------------------------

The Company accounts for Website  development  costs in accordance with the FASB
Emerging  Issue Task Force 00-2  ("EITF"),  Accounting  for Website  Development
Costs. EITF 00-2 requires all costs related to the development of websites other
than those incurred during the application  development  stage to be expensed as
incurred.  Costs incurred during the application  development stage are required
to be capitalized and amortized over the estimated useful life of the software.

Financial Instruments
---------------------

The Company's  financial  instruments  consist of cash,  accounts receivable and
accounts payable. It is management's  opinion that the Company is not exposed to
significant  interest,  currency or credit risks  arising  from these  financial
instruments and the fair value of these  instruments  approximate their carrying
value since they are short term in nature.








                                      F-11
<PAGE>




                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements


Note 2 - Summary of Significant Accounting Policies, continued
--------------------------------------------------------------

Valuation of Long-Lived Assets
------------------------------

The  Company   periodically   analyzes  its  long-lived   assets  for  potential
impairment,  assessing  the  appropriateness  of  lives  and  recoverability  of
unamortized balances through measurement of undiscounted operating cash flows on
a basis consistent with accounting  principles  generally accepted in the United
States of America.

Reclassifications
-----------------

Certain  reclassifications  have been made to previously  reported statements to
conform to the Company's current financial statement format.

Other
-----

The company has selected February 28 as its fiscal year end.

The company has paid no dividends.

Advertising is expensed as it is incurred.

The Company consists of one reportable  business  segment.  All of the Company's
assets are located in Canada.

Note 3- Basis of Presentation
-----------------------------

Generally  accepted  accounting  principles  in the  United  States  of  America
contemplates  the continuation of the Company as a going concern.  However,  the
Company has reported a net liability position,  has accumulated operation losses
since its inception  and has no business  operations,  which raises  substantial
doubt  about  the  Company's  ability  to  continue  as  a  going  concern.  The
continuation of the Company is dependent upon the continuing  financial  support
of creditors and stockholders and upon obtaining the capital requirements of the
Company.  Management  believes actions planned and presently being taken provide
the opportunity for the Company to continue as a going concern.

Note 4 - Recent Accounting Pronouncements
-----------------------------------------

In December 1999, The  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting  Bulletin  No. 101 ("SAB  101"),  "Revenue  Recognition  in Financial
Statements."  SAB 101  summarized  certain  of the  SEC's  views  regarding  the
application of generally accepted  accounting  principles to revenue recognition
in financial statements.



                                      F-12
<PAGE>




                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements


Note 4 - Recent Accounting Pronouncements, continued
----------------------------------------------------

In June 2000,  the SEC amended SAB 101 to require  companies  with fiscal  years
beginning  after  December 15, 1999 to implement  the  provisions  of SAB 101 no
later than the fourth fiscal quarter.  The Company adopted the provisions of SAB
101 in the fiscal  quarter ending  February 28, 2001.  Since the Company has not
had any revenue through the period of its financial statements,  the adoption of
the provision did not have any effect on its financial  statements.  The Company
intends to comply with the provisions when it has revenues.

The Company adopted Statement of Position No. 98-5 ("SOP 98-5"),  "Reporting the
Costs of  Start-Up  Activities."  SOP 98-5  requires  that all  non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.

Note 5 - Consolidation of Financial Statements
----------------------------------------------

The  consolidated  financial  statements  include the accounts of the  Company's
wholly owned subsidiary Impulse Media Technologies,  Inc. (a Nevada Corporation)
and its subsidiary,  Impulse Media  Technologies (BC) Inc.  (formerly IWAP Media
Inc.) incorporated in the Province of British Columbia, Canada.

Note 6 - Technology Transfer Agreement
--------------------------------------

On April 20, 2001, the Company  entered into an agreement with  Megastation.Com,
Inc for the  acquisition of a 100% interest in a wireless  application  protocol
("WAP")   technology  and  methodology   described  in  US  provisional   patent
application  nos.  60/225,664 and  60/210,934.  The terms of the acquisition are
outlined below.

As consideration for the WAP technology,  the Company has agreed to pay $250,000
in  cash  and  has  issued  1,200,000  fully  paid   non-assessable   shares  to
Megastation.com  Inc.  Payment of the cash component is due by October 20, 2002.
If the Company  raises an aggregate of $2,000,000 in equity or loan financing on
or before this date, the consideration shall become payable in full immediately.

The Company has recorded the WAP technology as an intangible  asset and has been
shown in the accompanying  consolidated  statement of stockholders'  equity as a
distribution.  In addition to the transaction  being among related  parties,  no
verifiable  historical  cost is available  and,  consequently,  no value for the
acquired technology is recorded.






                                      F-13
<PAGE>




                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements


Note 7 - Related Party Transactions
-----------------------------------

The Company has shown the amount payable of $250,000, as described in Note 6, as
a current  liability.  After the issuance of stock  described in the prior note,
the seller owns  approximately  7% of the  Company's  outstanding  common stock.
Included in Notes Payable and Accrued Interest is $3,217,921 due to a company in
which a director of the Company has a significant interest.

Note 8 - Income Taxes
---------------------

The Company is subject to both Canadian and United States income taxes, with the
majority of transactions being subject to Canadian income taxes.

As of February  28,  2002,  the  Company has an  estimated  net  operating  loss
carryforward of $911,788  available to offset future taxable income.  Of the net
operating  loss  carryforwards,  which  principally  offset  income for Canadian
taxes, $78,029 will expire in 2008 and $833,759 will expire in 2009. No deferred
income taxes have been recorded  because of the  uncertainty  of future  taxable
income  to  offset.  These  carryforwards  may not be  available  if  there is a
significant change in ownership of the company.

Significant  components of the  Company's  net deferred  income tax asset are as
follows:

                                                February 28,     February 28,
                                                    2002             2001
                                               --------------   --------------
Benefit from net operating loss carryforward        419,941          34,153
Less valuation allowance                           (419,941)        (34,153)
                                               --------------   --------------
Net deferred income tax asset                            --              --
                                               ==============   ==============

The  reconciliation  of income tax (benefit)  computed at the federal  statutory
rate to income tax expense (benefit) is as follows:

Tax (benefit) at federal statutory rate                   (38.60)%
Valuation allowance                                        38.60
                                                   -----------------
Tax provision (benefit)                                     0.00%
                                                   =================

Note 9 - Subsequent Events
--------------------------

On June 15,  2002,  the Company  received an offer to from one of its  principal
creditors to convert part of the Company's notes payable to stock. The Company's
Board of Directors agreed to convert six promissory notes,  totaling  $3,031,995
including accrued interest,  at $0.05 per share. Thus, the creditor was issued a
total of  60,639,900  common shares and became the majority  shareholder  in the
company.



                                      F-14
<PAGE>




                         Impulse Media Technologies Inc.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements


Note 10 - Stock Exchange Agreement
----------------------------------

On September 5, 2001,  the Company  entered into a binding legal  agreement (the
"Stock Exchange  Agreement")  with Impulse whereby the Company issued  9,466,083
shares of its common stock, representing  approximately forty-six percent of the
Company's  common  stock  outstanding,  after the  issuance  of its stock to the
Impulse shareholders.  The Stock Exchange Agreement was completed on October 19,
2001.

Prior to the completion of the Stock Exchange  Agreement,  Impulse  restated and
realigned the  "Founders  Stock" which had been issued on October 25, 2000 (date
of inception)  after giving  effect to the issuance of an  additional  2,948,889
shares.  The Founders Stock,  including the additional shares, has been recorded
as being issued for services valued at $0.001 and as being issued on October 25,
2000.  Except for one  shareholder,  shareholders  who had purchased stock since
inception  through  August 31, 2001,  approved  the  issuance of the  additional
common stock. The dissenting  shareholder,  who owns  approximately  1.2% of the
Impulse  common  stock,  has not agreed to the  approval of the  issuance of the
additional  shares.  Therefore,  the Company may be  contingently  liable to the
dissenting  shareholder for issuing the additional shares without his consent. A
total of  1,150,000  shares  of the  additional  shares  shown  above  have been
retained in trust by two of the Company's  officers for  subsequent  transfer to
such persons as determined by the Board of Directors.

Note 11 - Notes Payable
-----------------------

The Company has notes  payable of $4,352,514  including  principal and interest,
consisting of $3,217,921 at 16% interest and  $1,134,593 at 5% interest.  All of
the notes payable are  unsecured and are due in the fiscal year ending  February
28, 2004.

Note 12 - Contingent Liability
------------------------------

The  Director  of  Employment   Standards  of  British  Columbia  has  issued  a
Determination  that holds  Megastation.com  Inc. and related  parties liable for
unpaid employee wages in the amount of $53,319.18. Due to its former association
with  Megastation.com,  the Company may be liable for this amount if it not paid
by the other parties.







                                      F-15
<PAGE>



Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

There have been no disagreements on accounting and financial disclosures from
the inception of the Company through to the date of this Report.


Part III

Item 9. Directors, executive officers, promoters and control persons; compliance
with section 16(a) of the exchange act.

The following table sets forth, as of February 28, 2001, the name, age and
position of the Company's directors, executive officers and other significant
employees.

  Name                        Age   Position with the Company
  ----                        ---   -------------------------
  Ted Boyle................   54    Chairman of the Board, President & CEO
  Eric Hawthorne...........   36    Director, Chief Technical Officer
  Michael Stunden..........   46    Secretary
  Ken Ross.................   49    Vice President, Business Development
  John Dawe................   42    Vice President, Finance


The backgrounds of the Company's Directors, Officers and significant employees
are as follows:

J.E. (Ted) Boyle - Chairman, President and Chief Executive Officer

Ted Boyle is a senior communications industry executive with more than 25 years
of management experience in business development, sales, packaged goods
branding, technology, marketing and promotion. He has a demonstrated record of
accomplishment in the Internet, wireless, satellite, cable and brewing having
served each in progressively senior responsibilities across Canada. Mr.Boyle
served ExpressVu as its founding President and CEO and guided it through its
licensing and technical start up. He met the challenge of positioning the
company to offer a national digital DTH service to compete with DirecTv and
Echostar in the Canadian market. The creator of the ExpressVu's digital DTH
strategic blueprint, he was involved in all aspects of digital DTH business
development, from programming to technology to marketing. In this capacity, he
has played the lead role in forging the company 's partnership with BCE, Cancom,
WIC and Tee-Comm Electronics.


Eric Hawthorne, M.Sc. - Director, Chief Technical Officer

Eric Hawthorne has been the initiator and technical team leader of several
successful e-commerce start-ups, including: a web-based secure voting service; a
Jini technology application; and an automated website monitoring service. From
1989 to 1999, he held positions with MacDonald Dettwiler & Associates ("MDA") -
builders of the robotic arm for the International Space Station. His
achievements included acting as software development team leader and system
architect. Mr. Hawthorne was instrumental in conceiving and developing Impulse
Media's "Interactive Music-Radio".


Michael Stunden - Legal Counsel & Corporate Secretary

Michael Stunden of R. Michael Stunden & Associates is legal advisor to the
Company. Mr.Stunden is an experienced business lawyer working in the junior



                                        9
<PAGE>



technology companies space. During his 15 years of practice, he has helped
clients with all manner of corporate, commercial, intellectual property,
employment and securities law-related issues. He has also served as in house
counsel for the mobile data division of Motorola and as general counsel for
Unity Wireless Corporation, a US public company headquartered in Vancouver.


Ken Ross, B.Sc. E.Eng - Vice President, Business Development

Mr. Ross has 15 years of experience in wireless communications, broadcast, radio
and pay television. He has built and managed high profile communications
projects in Canada and internationally. His background includes building New
Zealand's first cable TV company; starting one of the world's first
Video-on-Demand services; construction and management of Sri Lanka's first
wireless pay television service and Internet platform, and project management
for General Motors of Canada.


John Dawe - Vice President, Finance

Mr. Dawe has 19 years experience in the investment brokerage and financial
service community. He specializes in corporate finance and marketing, and is an
expert in creating effective business financial plans. He is the architect of
Impulse Media's financial model.


Item 10. Executive Compensation

The following summary compensation table reflects all compensation awarded to,
earned by, or paid to the President & Chief Executive Officer for all services
rendered to the Company in all capacities during the year ended February 28,
2002. None of the other executive officers received salary and bonus exceeding
$100,000 during those years.

Summary Compensation Table
--------------------------------------------------------------------------------
                                                    Securities     All Other
Name and Principal Position     Year      Salary    Underlying    Compensation
                                             $      Options (#)         $
--------------------------------------------------------------------------------
Ted Boyle
President & CEO,
Chairman and Director           2001     $ 74,780        -           $1,200
--------------------------------------------------------------------------------

The named executive officer received a grant of 1,200,000 Restricted Common
Shares of the Impulse Media Nevada prior to its acquisition by the Company. At
the time of award, this Restricted Stock Award (RSA) was valued at US$0.001 per
share and represented a composite compensation benefit of US$1,200.

No Option Grants were awarded to named executive officer in fiscal 2002 or
before.

No Bonuses were paid to named executive officer in fiscal 2002 or before. No
Stock Appreciation Rights (SARs), or Long Term Incentive Plans (LTIPs) were
awarded to named executive officer in fiscal 2002 or before.


Directors' Compensation

During fiscal 2002, positions on the Company's board of directors were filled by
executive officers of the Company and no compensation accrued to these
positions.



                                       10
<PAGE>


Item 11.  Security Ownership of Certain Beneficial Owners and Management

The table below sets forth information, as of February 28, 2002, with respect to
beneficial ownership of the Company's Common Stock by each person known by the
company to be the beneficial owner of more than 5% of its outstanding Common
Stock, by each director of the company, by each named executive officer and each
significant employee, and by all officers, directors and significant employees
of the Company as a group. Unless otherwise noted, each shareholder has sole
investment and voting power over the shares owned. None of the Company's
directors, executive officers or significant employees has any family
relationship with any other director, executive officer or significant employee.


-------------------------------------------------------------------------------
Title of         Name and address* of        Amount and Nature       Percent of
 Class             Beneficial Owner       of Beneficial Ownership       Class
-------------------------------------------------------------------------------
Common Shares      Douglas N. Bolen              3,000,000 (1)          14.7%

Common Shares      Ted Boyle                     1,200,000               5.9%

Common Shares      Kurt S. Dohlen                3,300,000 (2)          16.1%

Common Shares      John Dawe                        50,000               0.2%

Common Shares      Eric Hawthorne                  950,000               4.6%

Common Shares      Megastation.com Inc.          1,200,000               5.9%
                   8461 Adera Street
                   Vancouver, BC
                   Canada  V6P 5E6

Common Shares      Ken Ross                        250,000               1.2%

Common Shares      Michael Stunden                 250,000               1.2%

===============================================================================
Common Shares      All Directors, Officers
                   and significant employees
                   as a group (5 persons)        2,700,000              13.2%
===============================================================================

*Unless otherwise referenced, the address for each of the above mentioned
parties is c/o Impulse Media Technologies, Inc., Suite 566 - 1027 Davie Street
West, Vancouver, B.C. Canada V6E 4L2.

Notes:
(1) The BRF Family Trust, of which Douglas N. Bolen is a beneficiary enjoys
legal ownership of said securities.

(2) The Longhouse Sargent Investment Trust, of which Kurt S. Dohlen is a
beneficiary, enjoys legal ownership of said securities.


CHANGES IN CONTROL

As reported by Form 8K and Form 8K/A filed subsequent to the end of the fiscal
year, on June 15, 2002, the Company received an offer to from one of its
principal creditors, Eagle Harbour Management Inc., to convert part of the
Company's debt to stock. The Company's Board of Directors agreed to convert six
promissory notes, totaling $3,031,995 in company debt, at $0.05 per share. Thus,
Eagle Harbour Management Inc. was issued a total of 60,639,900 common shares in
the company and became the majority shareholder in the company.

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<PAGE>



Item 12. Certain Relationships and Related Transactions

During the last two years, there have been no transactions or proposed
transactions to which the Company was or is to be a party, in which any persons
as set out by item 404 of Regulation S-B had or is to have a direct or indirect
material interest other than the Company's outstanding debt due to Eagle Harbour
Management, Inc., of which Mr. Steven Spanis, the Company's controlling
shareholder and a Director, is beneficial owner.


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

EXHIBITS

(a)       Financial Statements (included in Part II of this Report):

          Report of Independent Accountants

          Consolidated Balance Sheet - February 28, 2002

          Consolidated Statements of Loss and Retained Earnings (Deficit) -
          February 28, 2002

          Consolidated Statements of Cash Flows - February 28, 2002

          Notes to Consolidated Financial Statements - February 28, 2002

3.1       Articles of Incorporation (1)

3.2       Bylaws (2)

23.1      Consent of Independent Auditors - filed herewith below as Item 23.1

     Notes:

     (1) Incorporated by reference from Form 10SB/A dated October 13, 1999
     (2) Incorporated by reference from Form 10SB/A dated October 13, 1999

(b)  Reports on Form 8-K

          Form 8-K - July 20, 2001
          Reporting information on Item 4 - Changes in Registrant's
          Certifying Accountant

          Form 8-K - September 10, 2001 Reporting information on Item 5 - Other
          Events

          Form 8-K/A - January 15, 2002 Reporting information on Item 5 - Other
          Events







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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 hereunto duly authorized.

Impulse Media Technologies, Inc.
    (Registrant)

Dated:  July 11, 2002
By:

/s/  Kurt S. Dohlen
-------------------------------------------------
Kurt S. Dohlen, Chairman & Secretary, Chief Executive Officer


/s/  Steven Spanis
-------------------------------------------------
Steven Spanis, Director


/s/ John Dawe
-------------------------------------------------
Vice President Finance



































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