SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                                    FORM 10-KSB

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
 Act of 1934 [Fee Required]

For the fiscal year ended June 30, 2002

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]

For the transition period from                          to

Commission File Number 0-27799
CIK Number 0001092797

                                                   MYERCOM, INC.

                          (Exact name of small business issuer in its charter)

                         DELAWARE                                    33-0619531

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

                 24351 Pasto Road, Suite B
                 Dana Point, California                                 92629
           (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:               (949) 489-2400
                                                             -------------------

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

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

  -----------------------------

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 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-K
or any amendment to this Form 10-K. [ X ]

           State issuer's revenues for its most recent fiscal year: None

           The aggregate market value of the voting stock held by non-affiliates
of the  registrant  as of June 30,  2002 was not  determinable  since the Common
Stock was not traded.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of June 30, 2002:

Common Stock, $.001 Par Value - 13,600,000 shares

                                    DOCUMENTS INCORPORATED BY REFERENCE:  NONE


<PAGE>



                                                      PART I

Item 1.   DESCRIPTION OF BUSINESS

General

 On November 18, 2001, Myercom, Inc. formerly known as Marin Technologies, Inc.,
a publicly  reporting  corporation  formed in April 1994  solely to seek for and
make an  acquisition,  acquired  the VOS  Technology  and  changed  its  name to
Myercom, Inc.

The VOS Technology

 The VOS technology consists of a routing and switching scheme which provides an
efficient link between satellite uplink and downlink  equipment on the one hand,
and terrestrial Internet Protocol networks. By using Digital Broadcast Satellite
(DVB-S)  technology  Myercom  can create an  internet  backbone  with rapid data
transfer rates for customers. An internet backbone is the most fundamental level
of hardware  configuration for the internet.  There are many internet  backbones
but the top ten, including Worldcom and AT&T, had 66.5% of World Market Share in
2000  according to the Network  World  Internet  Services  Newsletter of May 30,
2001.  Most  internet  backbones  are  comprised of copper or fiber optic ground
based cable. We believe that the demand for broadband  services will continue to
grow.

 VOS  (Virtual  Onboard  Switching)  consists  of an  Internet  backbone  system
comprised of a system of one or more satellites that are communicatively coupled
to a system of earth-based ("terrestrial")  transceivers,  each referred to as a
node. VOS's maximum theoretical network capacity is greater than 1 gigabytes per
second  (Gbps)  per  geosynchronous  satellite.  Each  terrestrial  VOS  node is
provided with an uplink and downlink  communication path to the satellite system
through the facility of a ground station referred to as a teleport.  The maximum
connectivity per node is 100 megabytes per second (Mbps) uplink and greater than
1 Gbps downlink.  Additionally,  each node is  communicatively  coupled to every
other  node  in  the  system  such  that  the  nodes  are  arranged  in  a  mesh
configuration.  If one node  becomes  inoperable,  traffic to and from the other
nodes is not affected.  Traffic to the inoperable node may be re-routed  through
alternate paths if alternate routing is available via the Internet.  VOS employs
a DVB-S "hub-only" architecture, wherein each node in the satellite network acts
as a DVB uplink  and as a  downlink  for all other  nodes.  This  allows for the
stacking  of  multiple  carriers  onto the same  network on the same  satellite.
Consequently,  the  total  network  capacity  grows  as nodes  are  added to the
network.  Furthermore,  full network bandwidth is available for use by any point
in the network because every node is directly and  communicatively  connected to
every  other  node  in  the  network.   This  differs   greatly  from   existing
high-capacity networks,  which do not make the total network bandwidth available
to each and every node.

 Since  the VOS  Technology  does not  primarily  operate  on land  based  cable
networks,  it is ideally suited to those  geographic  areas of the world such as
islands or rural areas where there is little  existing  infrastructure.  The VOS
Technology  has  been  tested  in  simulated  trials  but  is  not in use in any
location.  All of the  physical  components  used by VOS is present in  existign
systems,  but without the software  algorithon and configuration  covered by the
VOS patent.

 The VOS patent application not only covers a DVB-S "hub-only" architecture, but
other digital signal  applications as well. The  fundamental  routing of network
traffic into and out of VOS is handled through a routing protocol exemplified-by
the standard  Internet routing protocol,  the Border Gateway Protocol  ("BGP4").
Virtual   on-board   switching   ("VOS")   performs  routing  and  switching  to
interoperate  cohesively with  international  standards for satellite uplink and
downlink  equipment  and various  terrestrial  IP networks  that employ  routing
protocols such as BGP4.  This approach  allows VOS to  effectively  link between
satellite and terrestrial  networking  infrastructure to allow groups of ISPs to
establish and maintain full-mesh connectivity.





<PAGE>



 The  implementation  of VOS will vary  depending on the  specific  application.
However,  each  terrestrial  "node" will  consist of  electronic  hardware  with
specially  written  software using the VOS Technology to act as an uplink to and
downlink from the satellite. The nodes in each system will also be connected via
conventional  terrestrial copper or fiber optic cable. For example,  if employed
as an  internet  backbone,  the system  will be  connected  with local  Internet
Service Providers. If the VOS Technology is to be employed as a telephone system
for example, the nodes will be connected into telephone switching equipment.

 The VOS Technology was developed by eSat, Inc., a public company engaged in the
interest service provider  business.  In December 2001, Myercom was assigned the
patent  rights for VOS in exchange  for  cancellation  of debt of  $180,000.  We
valued the technology of $15,000 for financial  statement  purposes.  eSat, Inc.
had licensed  the  technology  for use in the  Caribbean  and Asia.  Myercom has
decided to concentrate its initial marketing efforts in the Russian  Federation,
Belarus, Ukraine, Kazahkistan, Turkmeinstan, Kirgyzstan, Georgia, Aberzajian and
Tajikistan.  Management's decision is based on the fact that the telecom section
in the NIS is rapidly growing at this time.  However,  if opportunities in other
markets  (excluding Asia and the Caribbean) present themselves on an unsolicited
basis we intend to take advantage of them. Our initial marketing focuses will be
two.  First,  private  satellite  networks  for  banks  and  financial  services
providers,  or other  entities that require a level of security and  reliability
that cannot be assured from public telecommunications  systems in the NIS. These
potential  clients will be solicited  by direct sales calls and  advertising  in
larger metropolitan areas such as Moscow, St. Petersburg,  Nizhny Nougorod,  and
Almaty.  Second,  remote cities and areas which lack reliable  telecommunication
infrastructures. We plan to market these applications with government ministries
of telecommunications or local political leaders.

Communications Satellites

 Communications    satellites    constitute    an    attractive    solution   in
telecommunications as they allow for immediate access to information  resources,
both  regionally  and globally.  Satellite  communications  are  currently  used
predominantly   for  digital  circuits  for  data   communications,   television
transmission,  and for those  areas  with high  traffic  or where  line-of-sight
microwave is impractical.  Current  applications  include voice, audio and video
entertainment (including  direct-to-home (DTH) TV and digital audio broadcasting
services (DAB)), image (facsimile),  video teleconferencing,  interactive video,
e-mail, and global Internet.  Satellite communication systems avoid the need for
terrestrial infrastructure,  and shorten the time of establishing communications
in rural areas.  Satellite  systems have  important  features  that fiber optics
lacks:  mobility  (mobile  users  cannot  be  connected  to  the  fiber  network
directly),  flexibility  (once a  terrestrial  infrastructure  is  built,  it is
extremely  expensive to restructure it), and rural and remote connections (it is
still not  cost-effective to deploy  high-capacity  fiber networks in areas with
low-density traffic and difficult topography).  Geostationary satellites compete
with  expanding   terrestrial  and  fiber-optic   networks  for   point-to-point
transmission  of  domestic,   regional,   and  international   telecommunication
services. Two most dynamic sectors include broadcasting direct-to-home (DTH) and
mobile satellite communications.  Market for domestic direct broadcast satellite
TV, or high-powered,  multi-channel  satellite television beamed directly to the
home,  is  expected  to increase  in the near  future.  Also,  non-geostationary
satellites  in low- and  medium-earth  orbits (LEO or MEO) will be  increasingly
used to provide personal, portable and mobile telephony.

The NIS Market

 The principal satellite system in the NIS is Intersputnik, an intergovernmental
organization  which  provides  access  to the  geostationary  satellites  in the
Atlantic and Indian Ocean regions.  Intersputnik's  approval or involvement will
therefore be important for the success of our business plan.

 Prior  to  1990  satellite  systems  in the NIS  were  designed  for  military,
government and public broadcasting, with limited use for international telephone
communications.   Since  1990   satellite   communications   have  been  rapidly
developing;  however,  as of 1998 there were only 80 transponders  being used in
Russia, compared to about 700 in the United States.





<PAGE>



 The demand for satellite services in the NIS is light due to the vast territory
involved and the poor condition of the wireline network.  The territory spans 11
time zones.

 End users of satellite  services include  carriers,  financial  companies,  and
educational  institutions.  Since Russia and Ukraine seek admission to the World
Trade  Organization,  they will be subject to the General Agreement of Trade and
Services  (GATS) which  requires that foreign  suppliers be given market access.
The majority of  telecommunications  projects in the NIS have been  initiated by
joint  ventures  between  foreign  telecommunications  companies and local joint
venture  partners.  Myercom  intends to either locate a joint venture partner or
contract with distributors in each country.

 Communications systems based on radiocommunications is a rapidly growing sector
of Russian industry, and is expected to overtake fixed line networks in terms of
number of new subscribers. Other radio-based services such as paging, subscriber
radio and TV delivered by satellite,  systems for  navigation,  air and maritime
safety,  proposed  services such as Global  Mobile  Personal  Communications  by
Satellite  (GMPCS) are  expected  to develop in the  Russian  telecommunications
market.  However,  satellite  transmissions  are, in  general,  more costly than
terrestrial  wireless.  Transmission  of data and  voice  accounts  for about 45
percent of the  Russian  satellite  system,  while video  accounts  for about 35
percent.  Videoconferencing has not had a wide success because of the high price
for this  service.Almost  all  broadcasting  companies  currently  use satellite
technology.   TV  and  audio  programming  distribution  accounts  for  a  large
percentage of communications' satellite overall traffic. The Direct Broadcasting
Satellites  (DBS) will be followed  by direct to home  broadcasting  (DTH).  DTH
penetration  is  currently  slightly  more than 2 percent in  Russia,  but cable
penetration   is  about  15  percent   and   upgrades   are   planned  in  major
cities.Satellites  are  developing  to produce a number of new services  besides
personal communications services and broadcasting services, including high-speed
Internet  access,  distance  learning,   home-shopping,   home-banking,   travel
arrangements,  interaction television advertising, and video-on-demand.  Further
development   of   satellite   communications   services   in  Russia   includes
telecommunication services, mobile services, and direct broadcasting. Both fixed
satellite  services  (FSS)  that  provide   international  and  local  satellite
communications  circuits and leased VSAT network services,  and mobile satellite
services  (MSS) that provide  international  and local  satellite  mobile phone,
mobile  paging,  and mobile data  services,  are expected to be in demand in the
Russian market.

 Myercom  believes that the VOS  Technology can be marketed to most or potential
users of broadband satellite services, since it provides a more effecient way of
using satellite resources.

Intellectual Property

 Myercom's ability to commercially  exploit the VOS technology  depends in large
part on its  ability to obtain the  issuance of a patent on its  technology,  to
defend  any  issued  patents,  to  obtain  further  patent  protection  for  the
technology in the United States and other jurisdictions,  and to operate without
infringing  on the patents and  proprietary  rights of others both in the United
States and abroad. Additionally,  it must be able to obtain appropriate licenses
to patents or  proprietary  rights held by third parties if  infringement  would
otherwise  occur,  both in the United  States and in foreign  countries.  The US
patent is pending and the appropriate international filing has also been made.

           Intellectual property rights, including Myercom's patent application,
involve  complex legal and factual  issues.  Any conflicts  resulting from third
party  patent   applications  and  granted  patents  could  significantly  limit
Myercom's ability to obtain meaningful patent protection or to commercialize its
technology.  If  necessary  patents  currently  exist  or are  issued  to  other
companies that contain  competitive or conflicting claims, we may be required to
obtain licenses to these patents or to develop or obtain alternative technology.
Licensing agreements,  if required,  may not be available on acceptable terms or
at all. If licenses are not  obtained,  Myercom could be delayed in or prevented
from  pursuing  the  development  or  commercialization  of  its  new  cigarette
products. Any alternative technology,  if feasible,  could take several years to
develop.





<PAGE>



           Litigation  which  could  result  in  substantial  cost  may  also be
necessary  to enforce any patents to which  Myercom has rights,  or to determine
the scope,  validity and  unenforceability of other parties'  proprietary rights
which  may  affect  its  rights.   Myercom  may  also  have  to  participate  in
interference  proceedings  declared by the U.S.  Patent and Trademark  Office to
determine  the  priority of an invention or  opposition  proceedings  in foreign
countries or jurisdictions,  which could result in substantial costs. There is a
risk  that  its  licensed  patents  would  not  be  held  valid  by a  court  or
administrative  body or that an  alleged  infringer  would  not be  found  to be
infringing. The mere uncertainty resulting from the institution and continuation
of any technology-related  litigation,  interference  proceedings or oppositions
could  have a material  and  adverse  effect on  Myercom's  business,  operating
results and prospects.

Regulation

 All telecommunications  equipment installed in the NIS needs to be certified by
the  national  telecommunications  ministries.  Operators  are  required  to  be
licensed,  and  frequencies  must be allocated.  The  regulatory  process in the
countries  of the  NIS is  relatively  opaque  compared  to  western  countries.
Regulatory  requirements  are not  always  explicit,  and the rule of law is not
developed. Myercom believes that these risks can be lessened, but not completely
eliminated, by alliance with strong local partners. These regulatory issues will
exist even if Myercom only  licenses  its  technology  to others,  since it will
affect their licenses.

 The  Russian   Ministry  of   Telecommunications   has  decreed   that  Russian
telecommunications  operators must purchase the bulk of their  equipment  either
from domestic  manufacturers or from local joint ventures.  Currency and finance
regulations are complex,  and do not conform to western standards.  In the event
we make any  equipment  sales,  we would be  required  to  obtain a local  joint
venture partner. We have not located such a partner yet.

Employees

 We have no employees other than our one officer.  We plan to seek for up to
five employees for marketing
either in Moscow or St. Petersburg.

Competition

 There are over one hundred  telecommunications  companies operating in the NIS.
Many consist of joint ventures with multinational  telecommunications companies,
all of which have significantly  greater financial and marketing  resources than
Myercom. Myercom cannot compete with these companies except in areas such as the
broadband  market,  where our  technology  makes more efficient use of satellite
resources. We don't intend to compete with  telecommunications  companies except
in the broadband areas. Our primary competitive factors, are expected to be cost
and feasability,  because VOS enables  broadband to be provided more effeciently
and at a cost feasability  which can permit uses which are now too costly to end
users.  Even so, other  technologies  could be developed that would compete with
the VOS Technology, and this would impair our ability to compete.


Item 2.   DESCRIPTION OF PROPERTY

We are  currently  using about 200 square feet of office  space  provided by our
president,  and intend to locate office space in Moscow or St. Petersburg in the
near future.  We don't  believe we will have great  difficulty  in locating such
facilities.  We think or existing office space provided by our president will be
adequate for the next year. It is located within driving distance of Los Angeles
and has a full  compliment  of  photocopies,  computers  and  telecommunications
services.

Item 3.   LEGAL PROCEEDINGS





<PAGE>



 Not Applicable.

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

 No matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended June 30, 2002.


                                                      PART II


Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

         The Company's  Common Stock has not traded.  As of June 30, 2002, there
were 111 stockholders of record.

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

             We have never received  revenues from operations.  Until we receive
funding from outside sources,  such as debt or equity  financing,  we will limit
our  operations  to a search for a joint  venture  partner  which could fund the
utilization of our  technology.  We might also consider  licensing in technology
for a royalty.  We are seeking  $.71  million in initial  funding to finance the
first 12 months of our business plan as follows:

                  Marketing                          $510,000
                  General and Administration         $200,000

             Until  the  desired-for  funding  is  received,  we  are  going  to
concentrate   on  marketing  the  VOS   Technology   for  its  use  as  a  cheap
telecommunications  infrastructure for rural or remote areas.  Marketing will be
limited  to sales  calls by a local  sales  representative  (which  has not been
located yet) on a straight  commission  basis.  In the alternative we might seek
out a joint venture partner.

             Our efforts will be concentrated on marketing.  We intend to open a
marketing  office in either Moscow or St.  Petersburg  and staff it with five to
six people.  We  estimate  that the  expenses of opening an office and  locating
personnel will be about $30,000, and thereafter expect that salaries,  marketing
expenses  (such as  advertising  and  travel),  and rent  will be  approximately
$40,000 per month. General and administrative costs include salaries,  legal and
accounting expenses, and office expenses.

             We do not have any  agreements  or  understandings  with respect to
sources of capital.  We have not  identified any potential  sources.  Its likely
that we will not be able to raise the entire amount required initially, in which
case our  development  time  will be  extended  until  such full  amount  can be
obtained.  Even if we are  successful  in  obtaining  the required  funding,  we
probably will need to raise additional funds at the end of 12 months.

             Information included in this annual report includes forward looking
statements,  which can be identified by the use of  forward-looking  terminology
such as may, will, expect,  anticipate,  believe,  estimate, or continue, or the
negative  thereof or other  variations  thereon or comparable  terminology.  The
statements in "Risk Factors" and other statements and disclaimers in this annual
report constitute cautionary statements identifying important factors, including
risks and uncertainties,  relating to the forward-looking  statements that could
cause  actual  results  to  differ   materially  from  those  reflected  in  the
forward-looking statements.

             Since we have not yet generated any revenues, we are a development
 stage company as that term is
defined in paragraphs 8 and 9 of SFAS No. 7.  Our activities to date have been
 limited to seeking capital; seeking




<PAGE>



supply  contracts and development of a business plan. Our auditors have included
an explanatory paragraph in their report on our financial  statements,  relating
to the  uncertainty  of our  business  as a going  concern,  due to our  lack of
operating  history  or  current  revenues,  its  nature as a start up  business,
management's  limited  experience  and limited  funds.  We do not  believe  that
conventional  financing,  such as bank loans,  is  available  to us due to these
factors.  Management  believes that it will be able to raise the required  funds
for operations from one or more future  offerings,  and to be able to effect our
business plan.  However,  Management  believes that  Myercom's  ability to raise
significant  amounts of financing,  including  the $.71 million  required as set
forth above, will be dependent on obtaining an initial contract, and other risks
inherent in the  business as  discussed  under the caption  "Risk  Factors"  may
affect the outcome of Management's plans.

Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The consolidated  financial statements of the Company required to be
included  in  Item 7 are  set  forth  in the  Financial  Statements  Index.  Its
operating deficit is being funded by an officer and director.

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


            Myercom,  Inc.'s former independent  accountant Thurman, Shaw & Co.,
LC ("Thurman,  Shaw")  resigned from that capacity on August 6, 2001. The report
by Thurman,  Shaw on the financial statements of Myercom, Inc. dated January 12,
2001,  including  balance sheets as of June 30, 2000 and 1999 and the statements
of operations,  cash flows and statement of  stockholders'  equity for the years
ended June 30, 2000 and 1999 and the period  inception  (April 20, 1994) to June
30, 2000 did not contain an adverse  opinion or a disclaimer of opinion,  or was
qualified or modified as to uncertainty,  audit scope or accounting  principles.
During  the period  covered  by the  financial  statements  through  the date of
resignation  of the  former  accountant,  there were no  disagreements  with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. On August 6, 2001 Myercom,
Inc.  engaged   Pritchett,   Siler  &  Hardy  ("PSH")  as  its  new  independent
accountants.  Prior to the engagement of PSH, Myercom, Inc. did not consult with
PSH on the application of accounting  principles to any specific transaction nor
the type of audit opinion that might be rendered on Myercom,  Inc.'s or Myercom,
Inc.'s financial  statements.  Thurman,  Shaw was provided by the disclosure set
forth above and provided  Myercom,  Inc. with a letter to the effect that it did
not disagree with the above statements as far as they related to Thurman,  Shaw.
A copy of Thurman  Shaw's letter was filed as an exhibit to a Current  Report on
Form 8-K dated September 7, 2001.




<PAGE>



                                                     PART III

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

Directors and Executive Officers

            The members of the Board of Directors of the Company serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected. The officers serve at the pleasure of the Board of Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows.

            Jehu Hand,  46, has been  President,  Chief  Financial  Officer  and
Secretary  of the Company  since its  inception.  Mr.  Hand has been  engaged in
corporate and  securities law practice and has been a partner of the law firm of
Hand & Hand since 1992.  Hand & Hand  incorporated  as a law  corporation in May
1994.  From  January 1992 to December  1992 he was the Vice  President-Corporate
Counsel  and  Secretary  of  Laser  Medical  Technology,  Inc.,  which  designs,
manufactures  and markets  dental  lasers and  endodontics  equipment.  He was a
director of Laser Medical from February 1992 to February  1993.  From January to
October,  1992  Mr.  Hand was Of  Counsel  to the Law  Firm of  Lewis,  D'Amato,
Brisbois & Bisgaard.  From January 1991 to January 1992 he was a shareholder  of
McKittrick,  Jackson, DeMarco & Peckenpaugh, a law corporation.  From January to
December 1990 he was a partner of Day,  Campbell & Hand, and was an associate of
its predecessor law firm from July 1986 to December 1989. From 1984 to June 1986
Mr. Hand was an associate  attorney with Schwartz,  Kelm, Warren & Rubenstein in
Columbus, Ohio. Jehu Hand received a J.D. from New York University School of Law
and a B.A.  from Brigham Young  University.  He is a licensed real estate broker
and a  registered  principal  (Series  7,  24 and  63) of  SoCal  Securities,  a
broker-dealer and member of the National Association of Securities Dealers, Inc.
He is also a director and president of Albion Aviation, Inc.

            The  Company,   by   resolution   of  its  Board  of  Directors  and
stockholders,  adopted a 1994 Stock  Option Plan (the "Plan") on April 20, 1994.
The Plan enables the Company to offer an incentive based compensation  system to
employees,  officers and directors and to employees of companies who do business
with the Company.

            In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan, of which no shares are issuable.  The Company does not
intend to grant  options  until  such time as a merger or  acquisition  has been
consummated.  The  Company  may  increase  the number of shares  authorized  for
issuance  under the Plan or may make other  material  modifications  to the Plan
without  shareholder  approval.  However,  no amendment  may change the existing
rights of any option holder.

            Any shares  which are  subject to an award but are not used  because
the terms and  conditions of the award are not met, or any shares which are used
by participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

            Stock  options  may be granted  as  non-qualified  stock  options or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.

            Stock options may be exercised during a period of time fixed by the
 Committee except that no stock




<PAGE>



option  may be  exercised  more than ten years  after the date of grant or three
years after death or  disability,  whichever is later.  In the discretion of the
Committee,  payment  of the  purchase  price for the  shares  of stock  acquired
through  the  exercise  of a stock  option  may be made in cash,  shares  of the
Company's  Common  Stock  or by  delivery  or  recourse  promissory  notes  or a
combination  of  notes,  cash and  shares  of the  Company's  common  stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

            Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

            Stock appreciation  rights and/or restricted stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.




<PAGE>



Item 10. EXECUTIVE COMPENSATION

Executive Compensation

            The following  table sets forth the cash and all other  compensation
of  Myercom's  executive  officers and  directors  during each of the last three
fiscal years. The remuneration  described in the table does not include the cost
to Myercom of benefits which may be furnished to the named  executive  officers,
including  premiums for health  insurance  and other  benefits  provided to such
individual  that are  extended  in  connection  with the  conduct  of  Myercom's
business.  The value of such benefits  cannot be precisely  determined,  but the
executive  officers named below did not receive any such other  compensation  in
the years set forth below.

            Until we obtain funding, officers are devoting most of their time to
other employment and are serving without compensation.  Upon receipt of at least
$710,000  in funding,  Mr.  Hand will devote 90% of his time to Myercom,  and we
will hire a full time  Chief  Financial  Officer  and a Director  of  Marketing.
Expected annual  compensation  is $120,000,  all or part of which may be accrued
and unpaid if cash is not available.
<TABLE>
<CAPTION>

                                            Summary Compensation Table


                       ANNUAL COMPENSATION                                        LONG TERM COMPENSATION
                      -


    Name and                                                   Other Annual                Awards     Payouts           All
    Principal Position      Year     Salary         Bonus      Compensation                                   Other
                                              Restricted         Securities        LTIP         Compensation
                                                                              Stock   UnderlyingPayouts ($)
                                                                              Awards ($)         Options SARs(#)



<S>                        <C>           <C>         <C>           <C>            <C>      <C>         <C>        <C>
 Jehu Hand                 2001          $0          0             0              0        0           0          0
 President                 2000           0         0              0        0           0          0                0
                           1999                      0             0              0        0           0          0        0


</TABLE>


Item 11.                   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

                           The following table sets forth information relating
to the beneficial ownership of Company common
stock by those persons  beneficially holding more than 5% of the Company capital
stock,  by the Company's  directors and  executive  officers,  and by all of the
Company's  directors  and  executive  officers  as a group.  The address of each
person is care of the Company.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock
             -----------                       ------------                       ------------
<S>                                               <C>                                 <C>
Jehu Hand(1)                                      10,200,000                          75%
24351 Pasto Road, Suite B
Dana Point, California 92629

Kimberly Peterson                                 1,276,360                           9.4%
24 Calle De La Luna
San Clemente, California 92673





<PAGE>




All officers and directors
  as a group (1 person)                          10,200,000                            75%
</TABLE>

(1)  Includes 9,520,000 shares held by a family limited partnership of which Mr.
 Hand controls, as well as 680,000 shares held
by an irrevocable trust for the benefit of his children.  Mr. Hand disclaims
beneficialy ownership of such shares.



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            On November 18, 2001, Myercom, Inc., a Delaware corporation formerly
known as Marin Technologies,  Inc.  ("Myercom") acquired certain technology from
eSat,  Inc.,  as embodied  in a patent  application  filed with the U.S.  Patent
Office,  via Myercom's  president,  Mr. Jehu Hand, who acquired this  technology
from eSat in payment of legal  services  valued at $180,000.  Myercom has valued
these  rights at $15,000,  based on an estimate  of the costs of  preparing  and
filing the patent with the US Patent and Trademark Office and the  international
filing.  Myercom  understands  that eSat, Inc. had internal costs to develop the
patent,  but has been unable to obtain  documentation  regarding such costs. Mr.
Hand  contributed  the rights to the technology to Myercom as a contribution  to
capital;  he received no additional  consideration or shares of common stock for
this transfer. Prior to this transfer, Myercom and eSat had no other affiliation
or relationship.

            Mr. Hand has advanced certain expenses on behalf of Myercom.
  Such amounts totalled $4,872 and $3,074,
respectively, at June 30, 2002 and June 30, 2001.






<PAGE>



                                                      PART IV


Item 13.               EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits.  The following exhibits of the Company are included herein.

    Exhibit No.            Document Description


        3.1.     Articles of Incorporation(1)
        3.2      Articles of Amendment(1)
        3.3      Bylaws(1)


         10.1 Stock Option Plan.(1)


         16.1              Letter from Thurman, Shaw & Co., LC.(2)

         21.               Subsidiaries of the small business issuer-None.


          All other  Exhibits  called for by Rule 601 of Regulation  S-B are not
applicable to this filing.
          (b) Financial Statement Schedules

          All schedules are omitted  because they are not  applicable or because
the  required  information  is included  in the  financial  statements  or notes
thereto.

(1)       Incorporated  by  reference  to such  exhibit as filed with  Myercom's
          registration  statement on Form 10-SB, file number 0- 27799,  filed on
          October 25, 1999.
(2)   Incorporated by reference to such exhibit as filed with Myercom's Current
 Report on Form 8-K dated September 7, 2001.

          (b)       Reports on Form 8-K.

                    Not Applicable.

Item 14.                  Controls and Procedures

          (a) Evaluation of disclosure  controls and  procedures.  The Company's
          principal executive officer and its principal financial officer, based
          on  their  evaluation  of  the  Company's   disclosure   controls  and
          procedures (as defined in Exchange Act Rules 13a-14(c) and 15d -14 (c)
          as of a date within 90 days prior to the filing of this Annual  Report
          on Form 10KSB, have concluded that the Company's  disclosure  controls
          and  procedures  are adequate and effective for the purposes set forth
          in the definition in Exchange Act rules.

          (b) Changes in internal controls. There were no significant changes in
          the  Company's  internal  controls  or in  other  factors  that  could
          significantly affect the Company's internal controls subsequent to the
          date of their evaluation.





<PAGE>



                                                    SIGNATURES

        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on September 30, 2002.


                                                           MYERCOM, INC.


                                                           By:    /s/ Jehu Hand
                                                                  Jehu Hand
                                                                  President

        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities on September 30, 2002.



By:     /s/ Jehu Hand President, Secretary, Chief Financial Officer and Director
        Jehu Hand





<PAGE>


                                                  CERTIFICATIONS

I, Jehu Hand, certify that:

1.      I have reviewed this annual report on Form 10-KSB of Myercom, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

        a) designed  such  disclosure  controls  and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

        b) evaluated the effectiveness of the registrant's disclosure controls
 and procedures as of a date within 90
days prior to the filing date of this annual report (the "Evaluation Date"); and

        c) presented in this annual report our conclusions about the
efectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

        a) all  significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

        b) any fraud, whether or not material, that involves management or
other employees who have a
significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: September 30, 2002

/s/ Jehu Hand
Jehu Hand
President and Chief Executive Officer




<PAGE>











                                                     MYERCOM, INC.
                                             [A Development Stage Company]

                                                 FINANCIAL STATEMENTS

                                                     JUNE 30, 2002



























<PAGE>
<TABLE>
<CAPTION>


                                                     MYERCOM, INC.
                                             [A Development Stage Company]

                                                     BALANCE SHEET



                                                         ASSETS


                                                                                                      June 30,
                                                                                                        2002
                                                                                                        -----------
<S>                                                                                              <C>
CURRENT ASSETS: Deposit                                                                          $              215
               Patent                                                                                        15,000
                                                                                                         -----------
               Total                                                                        $                15,215
                                                                                                      -------------


                                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
     Accounts payable                                                                            $              895
     Accounts payable - related party                                                                         4,872
                                                                                                        -----------
               Total Current Liabilities                                                                      5,767
                                                                                                        -----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value, 13,600,000 shares
       authorized, no shares issued and outstanding                                                               -
     Common stock, $.001 par value, 20,000,000 shares
       authorized, 13,600,000 shares issued and outstanding                                                  13,600
     Capital in excess of par value                                                                           2,415
     Deficit accumulated during the development stage                                                        (6,568)
                                                                                                        -----------
               Total Stockholders' Equity (Deficit)                                                          (9,448)
                                                                                                        -----------
                                                                                                 $           15,215
                                                                                                      -------------






</TABLE>




    The accompanying notes are an integral part of this financial statement.
                                                     MYERCOM, INC.
                                             [A Development Stage Company]

<TABLE>
<CAPTION>

                                               STATEMENTS OF OPERATIONS



                                                                              For the                From Inception
                                                                             Year ended               on April 20,
                                                                              June 30,                1994 Through
                                                                     __________________________         June 30,
                                                                       2001             2002              2002
                                                                     ------------      -----------       ----------

<S>                                                              <C>                <C>              <C>
REVENUE                                                          $              -   $            -   $            -

EXPENSES:
     General and Administrative                                               947            2,371            6,568
                                                                     ------------      -----------       ----------
LOSS BEFORE INCOME TAXES                                                     (947)          (2,371)          (6,568)

CURRENT TAX EXPENSE                                                             -                -                -

DEFERRED TAX EXPENSE                                                            -                -                -
                                                                     ------------      -----------       ----------

NET LOSS                                                     $   (947)          $   (2,371)      $   (6,568)
                                                                     ------------      -----------       ----------

LOSS PER COMMON SHARE                                            $         (.00)    $        (.00)   $       (.00)
                                                                     ------------      -----------       ----------




</TABLE>
















                      The  accompanying  notes  are an  integral  part of  these
financial statements.

<PAGE>
<TABLE>
<CAPTION>


                                                     MYERCOM, INC.
                                             [A Development Stage Company]

                                      STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                     FROM THE DATE OF INCEPTION ON APRIL 20, 1994
                                                 THROUGH JUNE 30, 2002
                                                                                                             Deficit
                                                                                                           Accumulated
                                         Preferred Stock               Common Stock          Capital in    During the
                                       ______________________       ______________________    Excess of    Development
                                      Shares        Amount         Shares        Amount       Par Value       Stage
                                     ----------    ----------    -----------    ----------     ----------    ----------
<S>                                   <C>       <C>               <C>        <C>            <C>           <C>
BALANCE, April 20, 1994                       -  $          -              -  $          -   $          -  $          -

Issuance of 13,600,000
  shares of common stock
  for cash of $1,015, or $.00007
  per share, April 20, 1994                   -             -     13,600,000        13,600        (12,585)            -

Net loss for the period
 ended June 30, 1994                          -             -              -             -              -           (42)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1994                        -             -     13,600,000        13,600        (12,585)          (42)

Net loss for the year ended
  June 30, 1995                               -             -              -             -              -          (338)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1995                        -             -     13,600,000        13,600        (12,585)         (380)

Net loss for the year ended
  June 30, 1996                               -             -              -             -              -          (320)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1996                        -             -     13,600,000        13,600        (12,585)         (700)

Net loss for the year ended
  June 30, 1997                               -             -              -             -              -          (314)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1997                        -             -     13,600,000        13,600        (12,585)       (1,014)

Net loss for the year ended
  June 30, 1998                               -             -              -             -              -          (312)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1998                        -             -     13,600,000        13,600        (12,585)       (1,326)

Net loss for the year ended
  June 30, 1999                               -             -              -             -              -          (790)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 1999                        -             -     13,600,000        13,600        (12,585)       (2,116)

Net loss for the year ended
  June 30, 2000                               -             -              -             -              -        (1,134)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 2000                        -             -     13,600,000        13,600        (12,585)       (3,250)

Net loss for the year ended
  June 30, 2001                               -             -              -             -              -          (947)

BALANCE, June 30, 2001                        -             -     13,600,000        13,600        (12,585)       (4,197)

Net loss for the year ended
  June 30, 2002 (unaudited)                   -             -              -             -              -        (2,371)
                                     ----------    ----------    -----------    ----------     ----------    ----------
BALANCE, June 30, 2002                        -  $          -     13,600,000  $     13,600   $    (12,585) $     (6,568)
                                      ---------     ---------     ----------     ---------      ---------     ---------
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>


                                                     MYERCOM, INC.
                                             [A Development Stage Company]

                                               STATEMENTS OF CASH FLOWS

                                                                               For the               From Inception
                                                                             Year ended               on April 20,
                                                                              June 30,                1994 Through
                                                                     __________________________         June 30,
                                                                       2001             2002              2002
                                                                     ------------      -----------       ----------
Cash Flows Provided by Operating Activities:
<S>                                                              <C>                <C>              <C>
   Net loss                                                      $           (947)  $       (2,371)  $       (6,568)
   Adjustments to reconcile net loss to net cash used by
     operating activities:
     Amortization                                                               -                -            1,015
     Changes is assets and liabilities:
        Increase in deposits                                                                  (214)            (214)
        Increase in accounts payable                                            -              787              895
        Increase in accounts payable - related party                          947            1,798            4,872
                                                                     ------------      -----------       ----------
                Net Cash Provided (Used) by Operating
                  Activities                                                    -                -                -
                                                                     ------------      -----------       ----------
Cash Flows Provided by Investing Activities:
   Organizational costs                                                         -                -           (1,015)
                                                                     ------------      -----------       ----------
                Net Cash Provided (Used) by Investing
                  Activities                                                    -                -           (1,015)
                                                                     ------------      -----------       ----------
Cash Flows Provided by Financing Activities:
    Acquisition of Patent Rights                                                           (15,000)         (15,000)
   Proceeds from sale of common stock                                           -           15,000           16,015
                                                                     ------------      -----------       ----------
                Net Cash Provided by Financing Activities                       -                -            1,015
                                                                     ------------      -----------       ----------
Net Increase (Decrease) in Cash                                                 -                -                -

Cash at Beginning of Period                                                     -                -                -
                                                                     ------------      -----------       ----------
Cash at End of Period                                            $              -   $            -   $            -
                                                                     ------------      -----------       ----------

Supplemental Disclosures of Cash Flow Information:

   Cash paid during the period for:
     Interest                                                    $              -   $            -   $            -
     Income taxes                                                $              -   $            -   $            -

Supplemental Schedule of Noncash Investing and Financing Activities:

     For the year ended June 30, 2002:
         None

     For the year ended June 30, 2001:
         None

</TABLE>



                      The  accompanying  notes  are an  integral  part of  these
financial statements.

<PAGE>


                                                     MYERCOM, INC.
                                             [A Development Stage Company]

                                             NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - MYERCOM,  Inc. ("the  Company") was organized under the laws
     of the State of  Delaware  on April 20, 1994 for the purpose of seeking out
     business opportunities,  including acquisitions.  On November 18, 2001, the
     Company acquired certain patent rights valued at $15,000 and contributed to
     capital by a shareholder, and intends to exploit this technology in Eastern
     Europe and republics of the former Soviet Union.  The Company is considered
     a development stage company as defined in Statement of Financial Accounting
     Standards ("SFAS") No. 7. The Company will be very dependent on the skills,
     talents and abilities of management to successfully  implement its business
     plan.  Since  inception,  the  Company's  activities  have been  limited to
     organizational  matters,  acquisition of the patent and  development of its
     business plan. The Company has, at the present time, not paid any dividends
     and any  dividends  that may be paid in the  future  will  depend  upon the
     financial requirements of the Company and other relevant factors.

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

     Loss Per Share - The computation of loss per share is based on the weighted
 average number of shares  outstanding
     during the period presented in accordance with Statement of Financial
  Accounting Standards No. 128, "Earnings Per
     Share".  [See Note 6]

     Accounting   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, the disclosures of contingent assets and
     liabilities  at the  date of the  financial  statements,  and the  reported
     amount of revenues and expenses during the reported period.  Actual results
     could differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial Accounting
 Standards ("SFAS") No. 140, "Accounting
     for  Transfers and  Servicing of Financial  Assets and  Extinguishments
 of  Liabilities  - a replacement  of FASB
     Statement No. 125", SFAS No. 141, "Business  Combinations",  SFAS No. 142,
 "Goodwill and Other Intangible Assets",
     and SFAS No. 143,  "Accounting for Asset Retirement  Obligations",  were
 recently  issued.  SFAS No. 140, 141, 142
     and 143 have no current  applicability  to the Company or their effect
 on the financial  statements would not have
     been significant.

     Unaudited Statements. - The financial statements are unaudited as
 permitted by 17CFR 210.3-11

NOTE 2 - CAPITAL STOCK

     Preferred  Stock - The Company has authorized  1,000,000  shares of
preferred  stock,  $.001 par value,  with such
     rights,  preferences and designations and to be issued in such series
 as determined by the Board of Directors.  No
     shares are issued and outstanding at June 30, 2002.



<PAGE>


                                                     MYERCOM, INC.
                                             [A Development Stage Company]

                                             NOTES TO FINANCIAL STATEMENTS


NOTE 2 - CAPITAL STOCK [Continued]

     Common Stock - The Company has authorized 20,000,000 shares of common stock
     with a par  value of $.001.  On April  20,  1994,  in  connection  with its
     organization,  the  Company  issued  13,600,000  shares  of its  previously
     authorized,  but unissued common stock.  The shares were issued for cash of
     $1,015 (or $.00007 per share).  The shares  outstanding  have been adjusted
     for a 13.6 for one forward stock split effected in fiscal 2002.

     1994 Stock  Option Plan - On April 20, 1994,  the Company  adopted the 1994
     Stock  Option Plan.  The plan  provides for the granting of awards of up to
     2,000,000  shares  of  common  stock  to  officers,  directors,  employees,
     advisors,  and  employees  of other  companies  that do  business  with the
     Company as  non-qualified  and qualified  stock  options.  The Stock Option
     Committee  of the Board of Directors  determines  the option  price,  which
     cannot be less than the fair market  value at the date of the grant or 110%
     of the fair market value if the recipient of the grant holds 10% or more of
     the  Company's  common  stock.  The price per share of shares  subject to a
     Non-Qualified  option  cannot  be less than 85% of the fair  market  value.
     Options  granted  under the plan will  typically  expire ten years from the
     date of the grant  (five years if the  recipient  of the grant holds 10% or
     more of the  Company's  common  stock  on the date of the  grant)  or three
     months after  termination  of  employment.  As of June 30, 2002, no options
     have been granted.

NOTE 3 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial  Accounting Standards No. 109 "Accounting for Income Taxes". SFAS
     109  requires  the Company to provide a net  deferred  tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating loss or tax credit carryforwards.

     The  Company  has  available  at  June  30,  2002,  unused  operating  loss
     carryforwards of  approximately  $6,500 which may be applied against future
     taxable  income and which expire in various years through 2022.  The amount
     of and  ultimate  realization  of the  benefits  from  the  operating  loss
     carryforwards  for income tax purposes is dependent,  in part, upon the tax
     laws in effect,  the  future  earnings  of the  Company,  and other  future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization  of the loss  carryforwards  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately $1,707 and $1,300 as of June 30, 2002 and 2001, respectively,
     with an offsetting  valuation allowance at each year end of the same amount
     resulting  in a change in the  valuation  allowance of  approximately  $407
     during the year ended June 30, 2002.

NOTE 4 - RELATED PARTY TRANSACTIONS

     Management  Compensation  - For the years ended June 30, 2001 and 2002, the
     Company  did not pay any  compensation  to any  officer or  director of the
     Company.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer/shareholder  of the  Company  is  allowing  the  Company to use his
     offices as a mailing address, as needed, at no expense to the Company.



<PAGE>


                                                     MYERCOM, INC.
                                             [A Development Stage Company]

                                             NOTES TO FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS [Continued]

     Accounts Payable - Related Party - During the years ended June 30, 2002 and
     2001, an officer/shareholder of the Company directly paid expenses totaling
     $1,798 and $947 on behalf of the  Company.  At June 30,  2002,  the Company
     owed the shareholder $4,872. No interest is being accrued on the payable.

NOTE 5 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern.  However,  the Company has incurred  losses
     since  its  inception  and has  not yet  been  successful  in  establishing
     profitable  operations.  Further,  the Company has current  liabilities  in
     excess of current assets.  These factors raise  substantial doubt about the
     ability of the  Company to  continue as a going  concern.  In this  regard,
     management  is  proposing  to raise  any  necessary  additional  funds  not
     provided by  operations  through loans or through  additional  sales of its
     common  stock or  through a  possible  business  combination  with  another
     company.  There is no  assurance  that the Company  will be  successful  in
     raising this additional  capital or achieving  profitable  operations.  The
     financial  statements do not include any adjustments that might result from
     the outcome of these uncertainties.

NOTE 6 - LOSS PER SHARE

     The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>

                                                                               For the               From Inception
                                                                             Year ended               on April 20,
                                                                              June 30,                1994 Through
                                                                         _________________________      June 30,
                                                                       2002               2001            2002
                                                                     ------------      -----------       ----------

         Loss from continuing operations available to
<S>                                                              <C>                <C>              <C>
         common shareholders (numerator)                         $        (1,190)   $         (947)  $       (6,568)
                                                                     ------------      -----------       ----------
         Weighted average number of common shares
         outstanding used in loss per share for the period
         (denominator)                                                 13,600,000       13,600,000       13,600,000
                                                                     ------------      -----------       ----------
</TABLE>

     Dilutive  loss per share was not  presented,  as the  Company had no common
     stock  equivalent  shares for all periods  presented  that would affect the
     computation of diluted loss per share.