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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON,  D.C.  20549

                                   FORM 10-KSB
(Mark  One)

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
     For  the  fiscal  year  ended  December  31,  1999
                                    -------------------
[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF  1934
     For  the  transition  period  from          to

     Commission  file  number  000-27189

                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                ------------------------------------------------
                 (Name of small business issuer in its charter)

  NEVADA                                                    88-0398103
---------------------------                            ---------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.
incorporation or organization)

SUITE 420 - 6450 ROBERTS STREET
BURNABY, BRITISH COLUMBIA,
CANADA                                             V5G 4E1
---------------------------------------            ---------
(Address of principal executive offices)          (Zip Code)

Issuer's  telephone  number  (604)  320-7227
--------------------------------------------

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:

     Not  applicable.

Securities  registered  under  Section  12(g)  of  the  Exchange  Act:

                         COMMON STOCK, PAR VALUE $0.001
                         ------------------------------
                                (Title of class)

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

<PAGE>

     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. [  ]

     State  issuer's  revenues  for  its  most  recent  fiscal  year.  $0.00

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a  specified date within the past 60 days.  (See definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)

4,450,025  common  shares  @  $4.0625(1)  =  $18,078,226
--------------------------------------------------------

(1)  Average  of  bid  and  ask  closing  prices  on  March  31,  2000

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort  and expense, the issuer may calculate the aggregate market
value  of  the  common  equity held by non-affiliates on the basis of reasonable
assumptions,  if  the  assumptions  are  stated.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.     Yes      No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date.

4,450,025  common  shares,  without  par  value outstanding as of March 31, 2000
--------------------------------------------------------------------------------

     Transitional Small Business Disclosure Format (Check one):  Yes [X] No [  ]

<PAGE>

PART  I
ITEM  1.     DESCRIPTION  OF  BUSINESS.

Merlin  Software  Technologies International, Inc. (the "Company") operated as a
"blank  check"  company,  and  was  originally organized to engage in any lawful
corporate  business including, but not limited to, participating in mergers with
and  acquisitions  of  other  companies.  The  Company's  executive offices were
located  at  3675  Pecos-McLeod,  Suite  1400,  Las  Vegas,  Nevada  89121.  The
Company's  executive offices are now located at Suite 420 - 6450 Roberts Street,
Burnaby,  British Columbia, Canada  (Telephone:  (604) 320-7227; Facsimile (604)
320-7277).  Other than as disclosed herein, the Company has not been involved in
any  bankruptcy, receivership or similar proceedings, nor has it been a party to
any  material  reclassification,  merger,  consolidation,  purchase or sale of a
significant  amount  of  assets  not  in  the  ordinary  course of its business.

The Company's financial statements are stated in United States Dollars (US$) and
are  prepared  in  accordance  with  United States Generally Accepted Accounting
Principles.

In  this  Annual  Report,  unless  otherwise  specified,  all dollar amounts are
expressed  in  United States Dollars.  Herein, all references to "CDN$" refer to
Canadian Dollars and all references to "common shares" refer to common shares in
the  capital  stock  of  the  Company.

Business  Development  of  the  Company  During  the  Last  Three  Years

The  Company  is  a  Nevada corporation formed on August 30, 1995 under the name
"Austin  Land & Development, Inc.".  On January 7, 2000, the Company changed its
name  to  "Merlin  Software  Technologies International, Inc.".  The Company was
originally  organized  and,  until  completion  of the Acquisition (as discussed
below),  operated  as a "blank check" company, whose purpose is to engage in any
lawful  corporate  business,  including  but  not  limited  to, participating in
mergers  with  and  acquisitions  of  other  companies.

On  January 10, 2000, the Company's common stock underwent a forward stock split
on  a  1.235:1  basis for all shareholders of record, increasing the then issued
and  outstanding  shares  from 6,000,000 to 7,410,000 common shares.  On January
12,  2000,  the  Company  accepted the resignation of Eugene F. Koppenhaver as a
member  of  the  Board  of  Directors;  the  vacancy  left  by Mr. Koppenhaver's
resignation  was  filled  by  Martin  Holt,  who  was  then appointed President,
Secretary  and  Treasurer of the Company.  Also on January 12, 2000, the Company
accepted  the  resignations  of Douglas Ansell and Bruce N. Barton as members of
the  Board  of  Directors.  In  connection  with  the  Acquisition,  the  former
directors  of  the  Company approved the cancellation of 3,809,975 common shares
held  by  the  former  officers  and  directors.  On  January 19, 2000, Mr. Holt
elected  Robert  Heller  and  Gary  Heller to fill the vacancies on the Board of
Directors,  and  expanded the Board of Directors by electing Shelley Montgomery.
Also  on  January  19,  2000,  Mr.  Holt  resigned  as  President, Secretary and
Treasurer  (remaining only as a director of the Company), effective immediately.
Robert  Heller was then appointed as the President, Gary Heller as the Secretary
and  Shelley  Montgomery  as  the  Treasurer.

Acquisition  of  Merlin  Software  Technologies,  Inc.

On  January 14, 2000, the Company signed a letter of intent (the "January Letter
of  Intent"), pursuant to which it agreed to acquire (the "Acquisition") all the
issued  and  outstanding  shares of Merlin Software Technologies Inc., a private
company  incorporated  on  June  25,  1999 under the laws of the State of Nevada
("Merlin").  Merlin  is  a  developer  and  marketer  of  computer software, and
specifically  a  provider  of  Linux  and  Unix based software utility programs.
Under  the  terms  of  the January Letter of Intent, the Company was required to
issue  one common share in exchange for each issued and outstanding common share
of Merlin (the "Share Exchange").  All of Merlin's outstanding options and share
purchase  warrants  were  also  required  to be exchanged for an equal number of
options  and  warrants  of  the  Company,  on  the  same  terms  and conditions.

The  Company, Merlin and certain principal shareholders of Merlin entered into a
Share  Exchange Agreement, dated April 3, 2000 (the "Share Exchange Agreement"),
providing  for,  among  other  matters,  the  following:


<PAGE>

-     On the effective date of the Share Exchange and without any further action
on  the  part  of the shareholders of Merlin, all of the common shares of Merlin
(an  aggregate  of  7,986,665)  will  be exchanged for an equal number of common
shares of the Company (the "Exchange Shares") at the deemed price of US$0.01 per
common  share.

-     The  Exchange  Shares  will  be issued from the treasury of the Company as
fully  paid  and non-assessable shares and shall be free and clear of all liens,
charges and encumbrances.  After the Share Exchange, the Exchange Shares will be
"restricted  shares" under Rule 144 of the Securities Act and subject to certain
hold  periods  of one (1) or more years unless such common shares are registered
under  the  Securities  Act  of  1933.

-     On  the  Effective  Date  by virtue of the Share Exchange, all outstanding
warrants (an aggregate of 86,665) and stock options (an aggregate of 781,000) of
Merlin will be exchanged for an equal number of warrants or stock options in the
Company,  as  applicable  (one  warrant  or stock option of the Company for each
warrant  or  stock  option  of  Merlin).

The  exchange  ratio  of  the  Share  Exchange was determined by the Company and
Merlin  based  on a variety of factors and does not bear any direct relationship
to  the  assets  or  results  of operations of the Company and Merlin, or to any
other  historically-based  criteria  of  value.  In  determining  such  ratio,
consideration  was  given  to,  among  other  things,  each of the Company's and
Merlin's  prospects  and  earnings  potential,  its  management  and  the  risks
associated  with  an  exchange  of  the  common shares of Merlin.  Additionally,
consideration  was  given  to the general status of the economy, the history and
prospects  of  the  e-commerce  industry  and  other  relevant  factors.

Merlin  has authorized 50,000,000 shares of common stock, par value US$0.001 per
common  share,  with 7,986,665 common shares issued and outstanding prior to the
Acquisition.  Merlin  has  also authorized 1,000,000 preferred shares, par value
$0.01  per  preferred  share,  none  of  which  are  issued  and  outstanding.

The  Company has authorized 50,000,000 common shares with par value US$0.001 per
common  share  with  4,450,025 common shares issued and outstanding prior to the
Acquisition.  Upon  the  effective  date of the Share Exchange, the Company will
issue  7,986,665  common shares of the Company in exchange for all of the issued
and  outstanding common shares of Merlin, and the Company will have an aggregate
of  12,436,690  common shares issued and outstanding.  After the Share Exchange,
the  former shareholders of Merlin will hold approximately 64% of the issued and
outstanding  common  shares  of  the  Company.

Merlin  has  granted  options  to  acquire up to 781,000 common shares of Merlin
pursuant  to  certain  agreements  with  consultants  and service providers (the
"Service  Agreements").  Prior  to the Acquisition, Merlin granted the following
options  pursuant  to  such  Service  Agreements:

<TABLE>
<CAPTION>

                    NUMBER OF
OPTIONEE             OPTIONS   EXERCISE PRICE
------------------  ---------  --------------
<S>                 <C>        <C>

William Negus. . .     40,000  US$1.00
                    ---------  --------------
Patricia Negus . .     40,000  US$1.00
                    ---------  --------------
Gary Heller. . . .    150,000  US$1.00
                    ---------  --------------
Shelley Montgomery    150,000  US$1.00
                    ---------  --------------
Robert Heller. . .    150,000  US$1.00
                    ---------  --------------
Chang-Cheng Chao .     24,000  US$1.00
                    ---------  --------------

<PAGE>

Dae Kyung Kim. . .     24,000  US$1.00
                    ---------  --------------
Douglas West . . .    100,000  US$1.00
                    ---------  --------------
William Heller . .     16,000  US$1.00
                    ---------  --------------
Alastair King. . .     10,000  US$1.00
                    ---------  --------------
Crystal Gross. . .     24,000  US$1.00
                    ---------  --------------
Alireza Ahmadi . .     24,000  US$1.00
                    ---------  --------------
Brandon Montgomery      8,000  US$1.00
                    ---------  --------------
Haide-Anne James .      1,000  US$1.00
                    ---------  --------------
Hank Barber. . . .     20,000  US$1.00
------------------  ---------  --------------
</TABLE>

Pursuant  to  the  Share  Exchange  Agreement, all outstanding stock options (an
aggregate  of 781,000) of Merlin shall be exchanged for an equal number of stock
options  of  the Company (one (1) stock option of the Company for one (1) option
of  Merlin).  The  options of the Company will have the terms and conditions set
forth  in  each  of  the stock option agreements entered into between Merlin and
each  one  of  the  individuals  named  above.

Merlin has granted share purchase warrants to acquire up to 86,665 common shares
of  Merlin  pursuant  to  certain agreements with subscribers (the "Subscription
Agreements"),  in  connection  with  a  recent  private  placement. Prior to the
Acquisition,  Merlin  has granted the following share purchase warrants pursuant
to  such  Subscription  Agreements:

<TABLE>
<CAPTION>

                   NUMBER OF SHARE PURCHASE
SUBSCRIBER                 WARRANTS          EXERCISE PRICE
-----------------  ------------------------  ---------------
<S>                <C>                       <C>

David Fendick . .                     3,333  $          2.00
                   ------------------------  ---------------
Henry Tai . . . .                     3,333  $          2.00
                   ------------------------  ---------------
Gerry Wittenberg.                    13,333  $          2.00
                   ------------------------  ---------------
Joseph Flatley. .                     3,333  $          2.00
                   ------------------------  ---------------
Laiy Ltd. . . . .                     6,667  $          2.00
                   ------------------------  ---------------
Marie Murdoch . .                     3,333  $          2.00
                   ------------------------  ---------------
Catherine Shore .                     3,333  $          2.00
                   ------------------------  ---------------
Gilbert Schneider                     3,333  $          2.00
                   ------------------------  ---------------
Ted Maudsley. . .                     6,667  $          2.00
                   ------------------------  ---------------
Mike Tapp . . . .                     6,667  $          2.00
                   ------------------------  ---------------
Keith Tapp. . . .                    33,333  $          2.00
-----------------  ------------------------  ---------------
</TABLE>

<PAGE>

Pursuant  to  the  Share Exchange Agreement, the Company will issue up to 86,665
share  purchase warrants, exercisable to acquire common shares of the Company at
a  price  of  $2.00  per  common  share  in  exchange  for all of the issued and
outstanding  share  purchase  warrants  of  Merlin.

All  shareholders of Merlin and the Board of Directors of each of Merlin and the
Company  consented to the Acquisition and the Acquisition was completed on April
12,  2000,  subject  only  to  the  Company  and Merlin filing Articles of Share
Exchange  with  the  Secretary  of  State  of Nevada and the share certificates,
options  and  share  purchase warrants of the Company being issued to the former
shareholders  of  Merlin.  The  effective date of the Share Exchange will be the
date  the  Articles  of  Share Exchange are filed with the Secretary of State of
Nevada.  Upon the filing of the Articles of Share Exchange, Merlin will become a
wholly  owned  subsidiary  of  the  Company.

Business  of  the  Company

Prior  to  the  Acquisition,  the  Company  operated as a "blank check" company.
Since the Acquisition is now completed, the Company will continue the operations
of  Merlin  (see  "Business  of  Merlin  Software  Technologies,  Inc."  below).

Business  of  Merlin  Software  Technologies,  Inc.

The  new  information and technological age has created a significant demand for
computers.  All  computers  require some form of software based operating system
to  allow  them  to function.  The dominant standard for these operating systems
has  been Microsoft Windows (95, 98, NT, 2000), Apple's OS, IBM's OS/2 and Unix.

Recently,  a new operating system named Linux has been gaining acceptance and is
being  used  as  an operating system.  Users of the Linux operating system state
that  it  is more stable, flexible and functional than present operating systems
and  provides  users  with  a  reliable  and low cost alternative to these other
operating  systems.

The use of the Linux operating system has created a demand for packaged software
applications and utility programs designed to operate on Linux.  Merlin provides
application  and  utility  packaged  software  for  the  Linux operating system.

On July 13, 1999, Merlin entered into a letter of intent (the "Initial Letter of
Intent")  with  Gary  Heller,  Robert Heller and Shelley Montgomery, pursuant to
which Merlin acquired certain computer software, software technology and related
intellectual property rights in consideration of the issuance of an aggregate of
4,000,000  common  shares in the capital of Merlin.  Under the Initial Letter of
Intent:

(a)     Gary  Heller  transferred  to Merlin all rights, properties and software
technology related to Perfect Backup and Restore ("PerfectBACKUP+") and FleetPro
II  systems  in consideration for the issuance of 1,600,000 common shares in the
capital  of  Merlin;

(b)     Robert  Heller transferred to Merlin all rights, properties and software
technology  related  to  the  HotWire  FAX  ("HotWireFAX")  and Internet Service
Provider  account  management  systems  in  consideration  for  the  issuance of
1,600,000  common  shares  in  the  capital  of  Merlin;  and

(c)     Shelley  Montgomery  transferred  to  Merlin  all rights, properties and
software  technology  related  to the BDI Virage and Internet Business Directory
Yellow  Pages service in consideration for the issuance of 800,000 common shares
in  the  capital  of  Merlin.

INDUSTRY  BACKGROUND

The most dynamic changes in the industry continue to be in the market consisting
of  networked  computer  systems  comprised  of  servers and workstations. These
computer  systems  have traditionally been based upon Unix and Windows operating
systems.  In  the  last  year the Linux operating system has moved in to compete
with  the  growth  of  these  existing  operating systems. At the same time many
companies  are  increasingly  using  their  computers for more time sensitive or

<PAGE>

mission critical applications that are integral to the organization's day-to-day
operations. This trend is being accelerated by the increased use of the Internet
between  businesses,  between  businesses  and customers and within companies to
automate  and  communicate  more  efficiently. In more and more cases today, the
Internet  and  the web-based applications that companies build to exploit it are
the  business  itself.

The  Linux operating system and the accelerated adoption of this platform are of
high  interest  to Merlin. Linux is an Open Source operating system meaning that
it  is  both  free  to  download  from the Internet and open to modification and
enhancement by users and other interested parties. Linux is interesting because,
according  to International Data Corporation, it has a growth rate twice that of
traditional  Unix  and  Windows  operating  systems  despite  it  lacking  the
sophisticated  tools  and  utilities  for  management  and  instrumentation that
accompany  traditional  commercial  products.  Commercial  adoption of the Linux
operating  system  is  being  promoted  by  companies  such  as  Red  Hat, SuSE,
TurboLinux,  VA  Linux,  Linuxcare,  Silicon  Graphics,  IBM  and  others.

These  commercial  providers  of Linux take the freely available Linux operating
system  and  package  it with enhancements that add commercial value and make it
easier to install and use. In the software industry this is called "bundling" of
software  products.

PRODUCTS

Merlin  currently owns the rights to two key software packages developed for the
Linux  operating  system.  The primary utility package is the Linux based backup
program  PerfectBACKUP+.  The  second  utility  package is HotWireFAX which is a
Linux  based  fax  and  fax  server  program.

Set  forth  below  is  a  summary  of the Company's principal product offerings.

PerfectBACKUP

All  computer operating systems are subject to loss of valuable data and mission
critical  information  through  hardware  failure  and  other  forms of computer
crashes.  For users, the loss of data from such crashes can be catastrophic.  As
a  result,  users  demand  software  that  "backs  up"  data  and  information.
PerfectBACKUP+  is a high performance backup software utility program for use on
systems  utilizing  Linux, Unix and Unix-like operating systems.  PerfectBACKUP+
was  originally  developed  for the Unix operating system and was sold under the
name  "FastBACK  Plus Unix". All versions of FastBACK Plus sold over two million
copies  worldwide before the rights to FastBACK Plus Unix were sold to Symantec.
Because of Symantec's orientation towards the Microsoft operating system, it did
not  pursue the Unix market and the Linux operating system did not exist at that
time.  The  rights  to  FastBACK Plus Unix were then re-acquired by Gary Heller.
In 1990, PerfectBACKUP+ underwent an extensive re-write to convert it for use on
the  Linux  operating system and incorporate the various utilities that had been
developed,  and  to  upgrade  PerfectBACKUP+ to a complete back-up and emergency
recovery  tool.  PerfectBACKUP+'s  features  include:

-     the  ability  to  pre-configure  back-up  sets  and  schedule  unattended
back-ups;  and
-     the  ability  to  enhance  error  recovery,  device  chaining  and network
back-ups.

PerfectBACKUP+,  a client server application, was one of the first Unix or Linux
backup  program  with:

-     a  windowing  interface;
-     a  graphical  interface;
-     a  double-buffering  server  providing  fast  throughput;
-     client  /  server  configuration;
-     on  line  help;

<PAGE>

-     100%  accurate  bit-level  verification;
-     automated,  lights-out  backups;
-     backup  cataloging;
-     package  backups;
-     high  level  security;
-     built  in  encryption;
-     built  in  compression;  and
-     automatic  crash  recovery.

PerfectBACKUP+  is  an economical and powerful network backup and crash recovery
tool,  with  both  a  graphical  and  character interface, which provides backup
scheduling and remote backup, recovery, encryption, robotics module and enhanced
security.

Merlin  anticipates  that  it  will  aggressively  market  a free version of the
product  for  a  six-month  period  (until  April  30, 2000), while a commercial
upgrade  is  prepared  for  retail  distribution.  PerfectBACKUP+  Version  6.2
("Version  6.2")  is  currently  available  on  the  Merlin  website  at
www.merlinsoftech.com  (the  "Merlin  Website') at a cost of $69.00 (download or
CD)  or  $89.00  (retail  box  and  manual).  The previously released version of
PerfectBACKUP+  is  also  available  on the Merlin Website, and can currently be
downloaded  free  of  charge.

At  present,  Version  6.2  will  operate  on  Red  Hat Intel Linux 6.0 and 6.1,
S.U.S.E.  Intel Linux 2.2 and 2.3 and Caldera Open Linux 2.2, 2.3 and 2.4, Turbo
Linux  4.0  and 6.0 and Corel 1.0.  At this time, in order to use PerfectBACKUP+
to  backup  Apple Macintosh computers, the user must build a Linux backup server
using one of the above-noted Linux distributions and install PerfectBACKUP+ onto
that  server.

Merlin  anticipates  that it will be in a position to provide the PerfectBACKUP+
client server for Apple/Macintosh running Linux/PPC (the Apple/Macintosh version
of  Linux)  by  2001.  In  addition,  Merlin anticipates that it will be able to
provide  remote  clients  for  the  Macintosh  and  Windows  environments  with
PerfectBACKUP+,  making  it  unnecessary  to  use  AppleTalk  or  SAMBA, thereby
providing  enhanced  security  and  greatly  improved  performance.  Users  with
questions  regarding PerfectBACKUP+ can access Merlin support through the Merlin
Website,  where  frequently  encountered  problems  are  posted and addressed by
Merlin  support  staff.

PerfectBACKUP+  (Version 6.0) was released at Comdex in Las Vegas in the fall of
1999,  and is now fully tested on RedHat 6.0 and 6.1, Caldera Open Linux 2.3 and
eServer  2.3 and 2.4, S.U.S.E. 6.1, 6.2 and 6.3, Corel Linux 1.0 and Turbo Linux
4.0  and  6.0, Mandrake and Debian.  PerfectBACKUP+ is now in use at Corel Labs,
Caldera,  IBM,  Tetley,  Mitsubishi,  AT&T  and  a  wide  range  of  educational
institutions  around  the  world.

Merlin recently signed a number of agreements for distribution of PerfectBACKUP+
in North America, Europe and Asia.  See "Sales and Marketing" (within this Item)
for further information with respect to Merlin's sales and marketing agreements.

HotWireFAX

HotWireFAX  is a Linux based desktop fax and fax server application.  HotWireFAX
is  a  desktop  fax  client  and server application for Linux and Unix operating
systems,  originally developed for Unix and converted for use on Linux operating
systems  in  1994.  HotWireFAX  features  fast fax creation, viewing, filtering,
scheduling  and  attachment conversions.  HotWireFAX also provides the user with
the  ability  to  create  his/her own customized cover sheets and to print using
Postscript  and  PCL  printing.  Version 2 of HotWireFAX for the Linux operating
system  has  been available free on the Merlin Website since August 1, 1999, and
Merlin  estimates  that  30,000  copies  have been downloaded by users since its
release.

<PAGE>

HotWireFAX  version 3.0 Alpha for the Linux operating system ("Version 3.0") was
announced  in  January,  2000  and  is  currently undergoing testing as an Alpha
version.  This  latest version contains support for a much wider range of modems
and the user interface, originally written in C++, has been completely rewritten
in  Java. A commercial version of this product is expected to be released in the
third  quarter  of 2000, and should retail for $69.00 (download or CD) or $89.00
(retail  box  and  manual).  The  basic  feature  set  of  HotWireFAX  includes:

-     built-in  databases;
-     ability  to  view  in  x-windows  (zoom,  rotate,  invert  any  image);
-     ability  to support almost any Class 2 or 2.0 modem, such as MultiTech and
U.S.  Robotics;
-     acceptance  of  user  input  in  ASCII  text;
-     ability to attach ASCII, POSTSCRIPT and inbound/outbound faxes to any fax;
-     ability  to  be  configured  to  work  as  a printer drive to Star Office,
Applixware,  WordPerfect  and  others;
-     call  forward  feature,  allowing  users  to have faxes retransmitted upon
reception  to  another  number;
-     online  "Help"  to  assist  users;
-     automatic spooler to "retry" faxes and to advise of results via email; and
-     immediate  fax  transmission.

HotWireFAX,  a client server application, was one of the first Unix or Linux fax
utility  program  with:

-     the ability to provide fax viewing on graphical ASCII terminals (e.g. Wyse
50);
-     fax  filtering  and  call  screening;
-     easy  configuration  of  multiple  modems;
-     an  integrated  fax  and  voice  mail  server;  and
-     both  fax  reception  and  data  login  on  the  same  port.
HotWireFAX  is an economical, fully featured, fax product available for the Unix
and  Linux  operating  systems.

FleetPro  II

FleetPro  II is a management product which provides a complete suite of software
for  the  freight  industry.  Although  the  software was initially designed for
trucking  companies,  it  was, prior to Merlin acquiring the rights to FleetPro,
marketed  and  sold to a diverse customer base including courier companies, taxi
companies  and  the  U.S.  Department  of  Defense.  FleetPro II is a multi-user
system  capable  of  serving a number of needs for companies which use fleets of
vehicles.  The  product  includes  modules  that  perform  various functions for
companies  operating  vehicles  and  transporting  goods,  including:

<PAGE>

-     dispatching;
-     order  processing;
-     route  optimization;
-     vehicle  tracking;
-     load  optimization;  and
-     maintenance  scheduling.

In  addition,  FleetPro  II performs functions related to tracking and analyzing
fuel  consumption, and to calculating payroll, payables, receivables and general
ledgers.

Business  Directories  International

Merlin  expects  Business Directories International ("BDI") to be a new business
directory  service  that will be provided over the Internet and used in a manner
similar to that of the existing hard copy of the Yellow Pages  directories.  BDI
will  initially  be  an  enhanced,  electronic version of the Yellow Pages  with
additional  components,  including  a  Better  Business  Bureau  directory,  an
editorial  department  producing company profiles and a professional association
directory.

Merlin  expects  that  BDI will provide consumers with the following advantages:

-     a  means  of  locating  business  products and services through any search
combination  of  region  and  industry;
-     pre-created  indexes  and  pages which are stored on the servers and which
are  sorted  by  region  and  industry;
-     an alphabetical index organized so that the user can use its compute mouse
and  hold  the  cursor  over  the  desired industry description, which will then
provide  the names and information with respect to those companies listed in the
region  selected;
-     full  free-form-searching  by  region  and  industry  description;  and
-     complete  cross-reference  of  Yellow  Pages  descriptions.

Merlin  expects  that  BDI will provide the following advantages to its business
users:

-     a  free  means  of  listing  the  company  on  the  Internet;
-     an  economical  means  of  advertising  on  the  Internet;
-     a  cost-effective  way to disseminate references from satisfied customers;
-     an  alternative  to  the Better Business Bureau  complaints and resolution
process;
-     a means by which to promote a company's web site to interested prospective
clients;
-     an  alternative  to  listing  a  company's  website  on the generic search
engines;  and
-     direct  access  to  marketing  feedback.

Merlin  expects  that  its BDI software will be franchised in order to establish
service in North America because it believes that franchises offer the following
benefits:

<PAGE>

-     lower  initial  capital  requirements,  as  anticipated  corporate  staff
requirements  are  lower  for  companies;  and
-     an  available, dedicated corporate representative in any particular region
with local connections to the business community, so that users will not have to
deal  with  the delays, legal costs and other requirements of local staff hiring
and  training.

Merlin  also expects that the franchisee will be able to sell additional web and
Internet  related  services  to the local business.   Merlin expects that it may
provide technical support and all of the server services required to support the
franchise  for  a  monthly  royalty  in  the  region  of  15% of gross revenues.
Additional  services  such  as  web  design  and  development, advertisement and
graphic  services,  database reporting and marketing services are expected to be
provided  on  a  per  cost  basis.

Open  Source  Project

Merlin  has  also  implemented  a concept of rewarding developers of code in the
Linux  environment  by announcing the Option Source Project.  Through the Option
Source  Project  Merlin  plans  upon  taking advantage of a modified form of the
existing  model  of  open source code development in Linux.  Currently, Linux is
"open  source"  which means the rights are held by the developer of the code but
this  code  is  also available to the public to be modified as needed so long as
any modifications are also published.  This has allowed programmers all over the
world  to collaborate to develop the Linux operating system and the applications
which  run  on  it.  Through  this  method  Linux has evolved to become a highly
reliable  operating  system.  In particular, one special aspect is the stability
or  "robustness"  of  the  system  as the Linux operating system is not prone to
"crashes".  This  feature  alone  has assisted in the growth and adoption of the
Linux  operating  system.

Merlin  plans  upon  expanding  and  capitalizing  upon  this  aspect  of  code
development.  The  Option  Source  project  will  reward programmers of approved
projects  by  providing  a modest monthly income and access to a limited pool of
stock options.  This will speed the development of new software applications for
the  Linux  operating  system  and provide Merlin with direct access to the most
promising programs and best programmers.  The Option Source Project is a natural
evolution  of  the  open  source  method  currently in use.  Merlin expects this
program  to benefit programmers who have developed proprietary software packages
that  have  not  realized their commercial potential.  By placing their software
with  Merlin  under  this  program,  they  will  receive  an established company
providing  a  market for their product and the opportunity to benefit from share
ownership once the project is completed and Merlin begins to distribute and sell
the  new  packaged  software.

STRATEGY,  SALES  AND  MARKETING

The  following  discussion  regarding  Merlin's products for the Linux operating
system  market  and  its product and marketing strategy contains forward-looking
statements and actual results may vary substantially depending upon a variety of
factors,  including, but not limited to, the development of emerging markets for
utility and administration software, competition, technological change, changing
customer  needs, evolving industry standards, any product development delays and
its ability to manage future growth and new distribution channels, if any. These
and  other  factors are more fully discussed under the caption "Factors That May
Affect  Future  Results" in "Item 6 - Management Discussion and Analysis or Plan
of  Operation".

Merlin's  objective  is  to  become a market leader in software applications for
Linux  and  Unix  based  operating  systems.

Merlin's current sales and marketing focus is to distribute its products through
resellers,  distributors  and  other  companies  who  bundle their products with
Merlin's  products.  Merlin  has entered into distribution, bundling or reseller
agreements with TurboLinux Inc., Koch Media Ltd., LinuxLand, The LinuxStore.com,
Caldera  Systems  Inc.,  G.T.  Enterprises,  Impera  Software Corp., Beyond 2000
Solutions,  IU  Software, Circadian Software, Hamni Information & Communications
Co. Ltd., Cosmos Engineering Co. Ltd., Italsel SRL and Programmers Paradise Inc.
Merlin's  product  design, price point and ease of use of the PerfectBACKUP+ and
HotWireFAX  products  allow  it  to  be  effectively  integrated into a software
vendor's  offering, or bundled with a distributor of the Linux operating system.

<PAGE>

These  relationships  are  allowing  Merlin  to  penetrate  different markets by
proliferating its product and technology to different markets. Merlin intends to
continue to pursue additional partnering relationships in addition to continuing
to  retail  and  distribute  its  products  through  the  Merlin  Website, where
customers can purchase or download Merlin's products. Commercial versions of its
software programs are purchased with, or without, a printed manual and come with
1 year support and maintenance service, including all updates and upgrades.  For
subsequent  years,  clients  can  purchase a subscription which provides ongoing
service,  support,  updates  and  upgrades.

Merlin anticipates that in the next two fiscal years it will generate all of its
revenues,  if  any,  from  sales  of  PerfectBACKUP+  and  HotWireFAX.

Merlin  is  currently  investing, and intends to continue to invest, significant
resources to develop these distribution channels. Merlin's efforts to expand its
distribution  party  channels  are  intended to penetrate the market and achieve
widespread  commercial  acceptance  of  its  products  as  a  software  utility
application.  There  can  be  no assurance that Merlin will be successful in its
efforts  to  generate  any  revenues  from  these  distribution channels. Merlin
anticipates  that it will be dependent upon its relationships with distributors,
resellers  and  other companies for a significant portion of its revenue for the
foreseeable future. There is no assurance that these distributors, resellers and
other  companies  will effectively distribute and exploit Merlin's products. The
inability  to recruit additional third parties to distribute, market and support
its  products  could  have  a  material  adverse  affect  on  Merlin's business,
operating  results  and financial condition. A more detailed discussion of these
and other risks associated with Merlin's business is set forth under the caption
"Factors  That May Affect Future Results" in "Item 6 - Management Discussion and
Analysis  or  Plan  of  Operation".

Merlin  will  also  attempt to capture market share for its products through the
utilization  of a sales and marketing method already demonstrated by a number of
companies  to be extremely successful.  This method involves the distribution of
free  versions  of  its  software  programs over the Internet, which has already
proven  to  be  an  excellent way to attract future paying customers.  The Linux
operating  system  itself  has  achieved  its current acceptance level primarily
because  it  has  always  been  freely  available over the Internet.  Many other
companies  have  successfully  used  a  similar  model to establish market share
including  Netscape,  Winzip,  Eudora,  Pegasus  and  Microsoft.

Merlin  recently  entered  into  the  following  agreements  with respect to the
distribution  of  its  software  programs  (a  copy of each of the agreements is
attached  to  this  Annual  Report  as  an  exhibit):

Koch  Distribution

On  February  8,  2000,  Merlin  entered into a distribution agreement with Koch
Distribution,  a  division  of  Koch  Media  Ltd., a software distributor in the
United  Kingdom  and  Ireland.  Koch  will  sell  PerfectBACKUP+  to  its retail
customers  in  the  United  Kingdom  and  Ireland.

LinuxLand

On  February  14,  2000,  Merlin  entered  into  a  distribution  agreement with
LinuxLand,  a  division  of  California  based  Circadian  Software.  Under  the
agreement,  Circadian  will  begin  selling  PerfectBACKUP+ to its international
customer  base  through  its  online  retail  outlet  and  will  begin  bundling
PerfectBACKUP+  with  its  Linux  product  Mandrake.

The  LinuxStore.com

On  February 15, 2000, Merlin entered into an agreement with The LinuxStore.com,
an  online  retail store which sells a variety of products, support and services
for  the  Linux  operating  system.  Under  the  terms  of  the  agreement  The
LinuxStore.com  will  begin  to  sell Merlin's PerfectBACKUP+ through its online
retail  outlet.  The  LinuxStore.com  is  a  division  of  eBiz Enterprises Inc.

<PAGE>

Caldera  Systems  Inc.

On  February  17,  2000,  Merlin  entered into an agreement with Caldera Systems
Inc.,  whereby  Caldera  will  begin  shipping  PerfectBACKUP+  with  Caldera's
OpenLinux  line  of  software  products.

G.T.  Enterprises

On  February  22,  2000, Merlin entered into an agreement with G.T. Enterprises,
pursuant to which G.T. Enterprises was granted a license to market, demonstrate,
distribute  and  sell PerfectBACKUP+ to G.T. Enterprises' chain of distributors,
resellers  and  retailers  throughout  India.

TurboLinux  Inc.

On  February  22,  2000,  Merlin  entered into an agreement with TurboLinux Inc.
whereby  the  companies will co-operate to begin worldwide distribution of their
products  for  the  Linux  operating  system  with  Merlin's  PerfectBACKUP+.

Cosmos  Engineering  Co.  Ltd.

On  March 1, 2000, Merlin entered into an agreement with Cosmos Engineering Co.,
pursuant  to  which Cosmos Engineering Co. Ltd. was granted a license to market,
demonstrate, distribute and sell PerfectBACKUP+ to other distributors, resellers
and  end  user  customers  in  the  United  States.

Italsel  SRI

On March 1, 2000, Merlin entered into an agreement with Italsel SRL, pursuant to
which  Italsel  SRL was granted a license to market, demonstrate, distribute and
sell  PerfectBACKUP+  to other distributors, resellers and end user customers in
Italy.

Programmer's  Paradise  Inc.

On  March  7, 2000, Merlin entered into an agreement with Programmer's Paradise,
Inc.,  pursuant  to  which  Programmer's Paradise, Inc. was granted a license to
market,  demonstrate,  distribute and sell PerfectBACKUP+ to other distributors,
resellers  and  end  user  customers  in  the  United  States.

Linux  Mall.com

On March 7, 2000, Merlin entered into an agreement with Linux Mall.com, pursuant
to which Linux Mall.com was granted a license to market, demonstrate, distribute
and  sell PerfectBACKUP+ to other distributors, resellers and end user customers
worldwide,  with  the  exception of direct sales in the UK and Southern Ireland.
Impera  Software  Corp.

On  March 20, 2000, Merlin entered into an agreement with Impera Software Corp.,
pursuant  to  which  Impera  Software  Corp.  was  granted  a license to market,
demonstrate, distribute and sell PerfectBACKUP+ to other distributors, resellers
and  end  user  customers worldwide, with the exception of direct sale in the UK
and  Southern  Ireland.

Hanmi  Information  &  Communications  Co.,  Ltd.

On  March  23,  2000,  Merlin entered into an agreement with Hanmi Information &
Communications  Co.,  Ltd.  ("Hanmi'),  pursuant  to  which  Hanmi was granted a
license  to  market,  demonstrate,  distribute  and sell PerfectBACKUP+ to other
distributors,  resellers and end user customers worldwide, with the exception of
direct  sale  in  the  UK  and  Southern  Ireland.

<PAGE>

Beyond  2000  Solutions

On  March 28, 2000, Merlin entered into an agreement with Beyond 2000 Solutions,
pursuant  to  which  Beyond  2000  Solutions  was  granted  a license to market,
demonstrate, distribute and sell PerfectBACKUP+ to other distributors, resellers
and  end  user  customers worldwide, with the exception of direct sale in the UK
and  Southern  Ireland.

Linux  Plaza

On  March  28, 2000, Merlin entered into an agreement with Linux Plaza, pursuant
to  which  Linux  Plaza was granted a license to market, demonstrate, distribute
and  sell PerfectBACKUP+ to other distributors, resellers and end user customers
worldwide,  with  the  exception  of direct sale in the UK and Southern Ireland.

IU  Software

On  March  30, 2000, Merlin entered into an agreement with IU Software, pursuant
to  which  IU  Software was granted a license to market, demonstrate, distribute
and  sell PerfectBACKUP+ to other distributors, resellers and end user customers
worldwide,  with  the  exception  of direct sale in the UK and Southern Ireland.
eLinux.com  (a  division  of  Creative  Computers  Inc.)

On  April  4, 2000, Merlin entered into an agreement with eLinux.com (a division
of  Creative  Computers  Inc.),  pursuant  to  which  eLinux.com was granted the
non-exclusive  right to purchase and resell all products produced and/or offered
by  Merlin  during  the  terms  of  the  agreement.

RESEARCH  AND  DEVELOPMENT

The  Company  has not expended any funds to date on the research and development
of  the  Company.  For the period ended December 31, 1999, Merlin estimates that
it  has  expended  $98,329  on the development of its current software programs.
Following  the  Acquisition,  the  Company  anticipates  that  it  will  require
$1,800,000  to fund the continued development and enhancement of PerfectBACKUP+,
HotWireFAX  and  the  Option  Source  Project.

PRODUCT  DEVELOPMENT

The  computer  software  industry is characterized by rapid technological change
and  is  highly competitive in regard to timely product innovation. Accordingly,
Merlin  believes  that  its  future  success  depends  on its ability to enhance
current  products  that  meet  a wide range of customer needs and to develop new
products  rapidly  to  attract new customers and provide additional solutions to
existing  customers.  In particular, Merlin believes it must continue to respond
quickly  to  users'  needs  for  broad  functionality  and  ease  of  use.

Merlin's  strategy  is  to continue to enhance PerfectBackup+'s and HotWireFAX's
functionality  through  new  releases  and  new  feature development to meet the
continually  advancing  requirements  of its customers. At the same time, Merlin
may  seek  to  acquire  and  develop new products to meet the needs of a broader
group  of  users.

There  can  be  no  assurance  that  Merlin will be successful in developing and
marketing  new  features  or  products  that  respond to technological change or
evolving industry standards, that it will not experience difficulties that could
delay  or  prevent the successful development, introduction and marketing of any
new  features  or products, or that its new features or products will adequately
meet  the  requirements  of  the  marketplace  and  achieve  market  acceptance.
Additionally,  Merlin's  product  development  staff  will  be  under  increased
pressure to offer its products that operate on different vendor's Linux and Unix
based  operating  systems. Due to the complexity of the product, it is extremely
difficult  to  fully  test  PerfectBACKUP+  and  HotWireFAX  in  all  possible
environments and, although Merlin employs a continual effort to assure a quality
product,  there  is  no  assurance that errors will not be found in the released
commercial  product resulting in delays of new feature development. If Merlin is
unable,  due  to  lack  of  resources  or for technological or other reasons, to
develop  and  introduce new features and products in a timely manner in response
to  changing market conditions or customer requirements, its business, operating
results  and  financial  condition  will  be  materially adversely affected. See
"Factors  That May Affect Future Results" in "Item 6 - Management Discussion and
Analysis  or  Plan  of  Operation".

<PAGE>

INTELLECTUAL  PROPERTY

Merlin has applied for or is in the process of applying for trademark protection
in  the United States for "Merlin Software Technologies, Inc.", "Software That's
Pure  Magic",  "Linux  for  the  Masses",  "Merlin Softech" and "Option Source".
Merlin  has  also  sought  trademark  protection  in  the  United States for its
corporate  symbol  which  is  a penguin dressed in a magicians cape and hat with
wand  in  hand.  Merlin  has  secured  the  registration  of  the  domain  name
"www.merlinsoftech.com"  with  Network  Solutions,  Inc.  (Internet).

PRODUCT  PROTECTION

Merlin relies on a combination of copyright, trade secret and trademark laws and
software  security  measures,  along with employee and third-party nondisclosure
agreements,  to  protect  its  intellectual  property  rights,  products  and
technology.  Merlin  distributes  its software under license agreements that are
signed  by  end-users.  Despite  its  precautions taken to protect its software,
unauthorized  parties  may  attempt to reverse engineer, copy, or obtain and use
information  Merlin  regards  as  proprietary.  Policing unauthorized use of its
products  is  difficult  and  software  piracy  is  expected  to be a persistent
problem.  Additionally,  the  laws  of  some  foreign  countries  do not protect
Merlin's  proprietary  rights  to  the  same extent as do the laws of the United
States.

Merlin  is  not aware that our products, trademarks, or other proprietary rights
infringe  the  proprietary  rights of third parties. However, from time to time,
Merlin  may  receive  notices  from  third  parties  asserting  that  Merlin has
infringed  their  patents  or  other  intellectual property rights. In addition,
Merlin  may initiate claims or litigation against third parties for infringement
of  its  proprietary  rights  or  to  establish  the validity of its proprietary
rights.  Any  such  claims could be time-consuming, result in costly litigation,
cause  product shipment delays or lead Merlin to enter into royalty or licensing
agreements  rather  than  disputing  the merits of such claims. As the number of
software  products  in  the  industry  increases  and  the functionality of such
products  further  overlap,  Merlin believes that software developers may become
increasingly  subject  to  infringement claims. Any such claims, with or without
merit,  can  be  time  consuming  and expensive to defend. An adverse outcome in
litigation or similar proceedings could subject us to significant liabilities to
third  parties,  require  expenditure  of  significant  resources  to  develop
non-infringing  technology,  require disputed rights to be licensed from others,
or  require  Merlin  to  cease  the marketing or use of certain products, any of
which  could  have  a material adverse effect on its business, operating results
and financial condition. See "Factors That May Affect Future Results" in "Item 6
-  Management  Discussion  and  Analysis  or  Plan  of  Operation".

EMPLOYEES

As  of  March  31,  2000,  the  Company had 3 full-time employees, including its
President  and  Chief Executive Officer (Robert Heller), its Secretary and Chief
Information  Officer (Gary Heller) and its Treasurer and Vice President of Sales
(Shelley  Montgomery).  The  Company  will assume the employees of Merlin, which
include  4  full-time  employees,  4  full-time programmers, 5 consultants and 2
administration  staff.

The Company and Merlin believe its future success depends in large part upon the
continued  service  of its key technical and senior management personnel and our
ability  to  attract  and  retain  highly  qualified  technical  and  managerial
personnel.  Competition  for  such  personnel  is  intense,  as certain of these
personnel  have  significant  prior industry experience and are in great demand.
There  can  be  no  assurance  that  the  Company  or  Merlin can retain its key
technical  and managerial employees or that it can attract, assimilate or retain
other highly qualified technical and managerial personnel in the future. None of
the  Company's  or  Merlin's  employees are subject to any collective bargaining
agreements.  Each  of  the  Company's  and  Merlin's  employees have executed an
agreement  not  to  disclose  trade  secrets  or other confidential information.

COMPETITION

Merlin  believes that PerfectBACKUP+ is priced at an extremely competitive level
at  $69 (download or CD) or $89 (retail box and manual).  When compared to other
products  with  similar  features  and  price  point,  there are very few direct
competitors.

<PAGE>

Merlin's  main  competitors  in the Linux based backup utility software include:

-     Enhanced  Software Technologies which has a product called BRU.  BRU sells
for  $99  for  a  non-network,  personal  version  and $289 for the product most
comparable  to  PerfectBACKUP+;
-     Lone-Tar,  a backup program from Lone Star Software, has a retail price of
$236.  For  an  additional  $59 the customer can purchase the AIR-BAG product, a
crash  recovery  tool.  Unlike  PerfectBACKUP+, this software does not currently
have  a  graphical  interface;
-     Microlite  has  a product called BackupEDGE which sells for $300 for Linux
but  this  product  also  does  not  have  a  graphical  interface;  and
-     Seagate Software has a backup product similar to PerfectBACKUP+ that sells
for  $695.

Major  competitors  for  HotWireFAX  include:

-     VSI*Fax whose base product for Linux is priced at $1,434 and is limited to
5  users  and  four  fax  ports,  or  lines;  and
-     Faximum,  a  company  that has a client server and a "lite" product, sells
for $495 and more depending on configuration.  As of this date, Faximum does not
appear  to  provide  fax  viewing for the X-Window environment used by Linux and
Unix.

There  are a number of other products, each of which appears to start at $300 or
more.  Almost  all  of these competitors charge per line and per seat.  Per line
charges  vary  from  $250  per additional line to $780 depending on the product.
There is some competition from the Windows products available at the client end,
but  nothing  at  the  server end.  RightFax, an NT based fax server product, is
extremely expensive and does not provide the features or performance of the Unix
based  fax  servers.

There  is,  of course, competition from "free" products that have been developed
in  the  open  source.  In  this category the primary contenders are hylafax and
sendfax.  Sendfax  is  widely  used  and provides some voice facility but is not
very  well  supported  and  is  very  difficult  to configure.  It also does not
include  an  integrated  desktop  environment  and the user is left to their own
devices  to  patch  together  different  programs to provide a desktop solution.
Hylafax,  the latest open source entry, is also a difficult product to configure
and  suffers  problems  similar  to  sendfax  for  desktop  use.

The  market  in which Merlin compete is intensely competitive, highly fragmented
and rapidly changing. In order to compete, it must enhance its current products,
enhance  the  interoperability of its products with other products and operating
systems,  develop  new  products  in  a timely fashion and develop key strategic
partnerships  with  other  hardware  and  software  vendors.  Many  of  Merlin's
competitors  are  larger  and  have  greater financial, technical, marketing and
other  resources than Merlin. Because there are relatively low barriers to entry
in  the  software  market,  Merlin  expects  additional  competition  from other
established and emerging companies. Increased competition is likely to result in
price reductions, reduced gross margins and increased difficulty in establishing
market  share,  any  of  which  could have a material adverse affect on Merlin's
business,  operating  results  and  financial  condition.  See "Factors That May
Affect  Future  Results" in "Item 6 - Management Discussion and Analysis or Plan
of  Operation".

ITEM  2.     DESCRIPTION  OF  PROPERTY.

The  Company  had  the  use  of  a  limited  amount  of  office  space  at  3675
Pecos-McLeod,  Suite  1400,  Las Vegas, Nevada  89121 at no cost to the Company,
which  continued  until  completion  of the Acquisition.  Upon completion of the
Acquisition, the Company assumed the office premises leased by Merlin, currently
located  in  Burnaby,  British  Columbia, Canada and Altamonte Springs, Florida.

<PAGE>

Altamonte  Springs,  Florida

Merlin  leases  approximately  971  square feet of office space located at Suite
1305  -  405  Douglas  Avenue,  Altamonte  Springs,  Florida under a lease which
expires  on  December  1,  2000  for  an  annual  rent  of  $9,710.04,  plus its
proportionate  share  of  operating  expenses.

Burnaby,  British  Columbia

Merlin  leases  approximately 1,250 square feet of office space located at Suite
420,  6450  Roberts  Street,  Sperling  Plaza, Burnaby, British Columbia, Canada
under  a  lease  which  expires  on  August  31,  2000  for  an  annual  rent of
approximately CDN$18,000.00, plus its proportionate share of operating expenses.

ITEM  3.     LEGAL  PROCEEDINGS.

The  Company  knows  of no material, active or pending legal proceedings against
it,  nor  is  the Company involved as a plaintiff in any material proceedings or
pending  litigation.  There are no proceedings in which any director, officer or
affiliate  of  the  Company,  or  any registered or beneficial shareholder is an
adverse  party  or  has  a  material  interest  adverse  to  the  Company.

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

None.

                                     PART II

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

The  Company's  common  shares  trade  in  the  United  States  on  the National
Association  of  Securities  Dealers  Over-the-Counter  Bulletin Board (the "OTC
Bulletin  Board")  with  the  symbol  "MLSW"  and  CUSIP#  59011Y-10-8.

The  table  set  forth  below  lists  the volume of trading and high and low bid
prices  on  the OTC Bulletin Board for the Company's common shares since January
13,  2000  (1).  The  closing  price  on  March  31,  2000  was  $4.250.

QUARTER  ENDED                                VOLUME         HIGH     LOW
January  18,  2000  to  March  31,  2000     7,319,900     $10.00     $2.969
========================================     =========     ======     ======
(1)     The  Company's  common  shares commenced trading on January 13, 2000 but
there  was  no  trading  activity  until January 18, 2000.  The quotations above
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may  not  represent  actual  transactions.

The  Company's  common  shares  are issued in registered form.  Alpha Tech Stock
Transfer  (929  East Spiers Lane, Draper, UT  84020  (telephone: (801) 571-5118,
facsimile  (801) 571-6112) is the registrar and transfer agent for the Company's
common  shares.

On March 31, 2000, the shareholders' list for the Company's common shares showed
11  registered  shareholders  and  4,450,025  common  shares outstanding.  After
completion  of  the  Acquisition,  there  will  be  12,436,690  common  shares
outstanding.

The  Company  has  not  declared  any dividends since incorporation and does not
anticipate  that it will do so in the foreseeable future.  Although there are no
restrictions  that  limit  the  ability to pay dividends on the Company's common
shares, the intention of the Company is to retain future earnings for use in its
operations  and  the  expansion  of  its  business.

<PAGE>

Recent  Sales  of  Unregistered  Securities

The  Company  did  not  sell  any of its common shares during the period between
October  1,  1999  and  December  31,  1999.

Subsequent  to  the  year  ended  December  31,  1999, on February 10, 2000, the
Company sold an aggregate of 850,000 units (the "Units") at a price of $1.50 per
Unit for proceeds of $1,275,000 in an offshore transaction relying on Regulation
S under the Securities Act of 1933.  Each Unit consisted of one common share and
one share purchase warrant with each share purchase warrant entitling the holder
to  purchase  up  to an aggregate of 850,000 common shares at the price of $2.00
per  common share for a period of two (2) years.  The common shares were sold to
the  following  three  subscribers:

<TABLE>
<CAPTION>

                                   NUMBER OF COMMON
                                 SHARES AVAILABLE UPON
NAME OF SUBSCRIBER                  AMOUNT OF UNITS     EXERCISE OF WARRANT
-------------------------------  ---------------------  -------------------
<S>                              <C>                    <C>

Big Plans Investments Ltd.. . .                250,000              250,000
                                 ---------------------  -------------------
Roberts & Scott Financial, Inc.                200,000              200,000
                                 ---------------------  -------------------
Mepol Management S.A. . . . . .                400,000              400,000
-------------------------------  ---------------------  -------------------
</TABLE>

An  aggregate  of  7,986,665  common shares of the Company will be issued to the
former  shareholders  of  Merlin  relying  on  Section  4(2),  Regulation  D and
Regulation S of the Securities Act of 1933, as applicable.  The deemed price for
the  common shares was $0.01.  See "Description of Business" for further details
of  the  Share  Exchange.

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

The  following  discussion  and  analysis should be read in conjunction with the
Company's  and  Merlin's financial statements and the notes thereto, included as
part  of  this  Annual  Report.

Certain  statements  contained  in this Annual Report on Form 10-KSB, including,
without  limitation,  statements containing the words "believes", "anticipates",
"estimates",  "intends",  "expects"  and  words  of  similar  import, constitute
forward-looking  statements  within the meaning of the Private Securities Reform
Act  of  1995.  Although  management believes that the expectations reflected in
these  forward-looking  statements are reasonable, it can give no assurance that
such  expectations  will  prove to have been correct.  Actual results could vary
materially  from  those  expressed in those statements.  Readers are referred to
"Products",  "Sales  and  Marketing",  "Product  Development",  "Competition",
"Product  Protection"  and  "Management's  Discussion  and  Analysis  or Plan of
Operation"  sections  contained  in  this  Annual  Report as well as the factors
described  below  in the section entitled "Factors That May Affect the Company's
Future  Results",  which  identify  some of the important factors or events that
could  cause  the Company's and Merlin's actual results or performance to differ
materially  from  those  contained  in  the  forward  looking  statements.

PLAN  OF  OPERATION

Sales  and  Marketing

As  discussed,  the  Company  wishes to achieve significant market share for its
products  following  the  Acquisition through the utilization of methods already
demonstrated  by  a  number  of companies to be extremely successful. One method
involves  distribution  of  free  versions  over the Internet, which has already
proven to be an excellent way to attract future paying customers.  Indeed, Linux
itself  has  achieved  its  current  market  acceptance primarily because it has
always been freely available over the Internet.  Many other successful companies
have  used a similar model to establish market share including Netscape, Winzip,
Eudora,  Pegasus  and  Microsoft.

Coupled  with  the free distribution of previous versions over the Internet, the
Company  will  continue to offer commercial versions of its products that can be
purchased  directly  off  the  Merlin  Website at prices from $69 to $89, and is
aggressively  pursuing contractual arrangements with distributors, resellers and
other  companies which will bundle its products together with Merlin's products.

<PAGE>

Commercial  versions  of  PerfectBACKUP+  and  HotWireFAX are purchased with, or
without,  a printed manual and come with 1 year support and maintenance service,
including  all updates and upgrades.  For subsequent years, clients can purchase
a  subscription  which  provides ongoing service, support, updates and upgrades.

The  Company's  sales and marketing strategy is to allocate $1,200,000 over nine
months  to  position  the  major product, PerfectBACKUP+, in the industry and to
increase  its  market  share  in  an expanding market. The promotion strategy is
quite  comprehensive,  and  involves  the  hiring of nine direct sales personnel
augmented  by  the  distribution  of  advertising and promotional materials.  In
addition, trade shows and "show and tells" will be part of the strategy.  Merlin
believes  that  the  combination of the Merlin Website, advertising, trade shows
and  a  telemarketing  campaign  will  be  effective  in  gaining  sales for its
products.

The  Company's  cash requirements for the 12 months ending December 31, 2001 are
estimated  at  $4,000,000.  The Company anticipates that it will be able to meet
these  cash  requirements  by  raising  additional  equity funds through private
placements.  The  cash  requirements  of  $4,000,000  are based on the Company's
estimates  for  operational  costs  in  the  12  months ended December 31, 2001.

Research  and  Development

The  Company  has not expended any funds to date on the research and development
of  the  Company.  Merlin  estimates  that  it  has  expended  $121,000  on  the
development  of  its  current software programs.  Following the Acquisition, the
Company  anticipates  that  it  will  require  $1,800,000  to fund the continued
development  and enhancement of PerfectBACKUP+, HotWireFAX and the Option Source
Project.  The  Company anticipates that it will expend $200,000 on the continued
development  and  enhancement  of  PerfectBACKUP+,  $165,000  on  the  continued
development  and enhancement of HotWireFAX and $1,435,000 on the development and
operation  of  the  Open  Source  Project.

Product  Development

The  computer  software  industry is characterized by rapid technological change
and  is  highly competitive in regard to timely product innovation. Accordingly,
Merlin  believes  that  its  future  success  depends  on its ability to enhance
current  products  that  meet  a wide range of customer needs and to develop new
products  rapidly  to  attract new customers and provide additional solutions to
existing  customers.  In particular, Merlin believes it must continue to respond
quickly  to  users'  needs  for  broad  functionality  and  ease  of  use.

Merlin's  strategy  is  to continue to enhance PerfectBackup+'s and HotWireFAX's
functionality  through  new  releases  and  new  feature development to meet the
continually  advancing  requirements  of its customers. At the same time, Merlin
may  seek  to  acquire  and  develop new products to meet the needs of a broader
group  of  users.

There  can  be  no  assurance  that  Merlin will be successful in developing and
marketing  new  features  or  products  that  respond to technological change or
evolving industry standards, that it will not experience difficulties that could
delay  or  prevent the successful development, introduction and marketing of any
new  features  or products, or that its new features or products will adequately
meet  the  requirements  of  the  marketplace  and  achieve  market  acceptance.
Additionally,  Merlin's  product  development  staff  will  be  under  increased
pressure to offer its products that operate on different vendor's Linux and Unix
based  operating  systems. Due to the complexity of the product, it is extremely
difficult  to  fully  test  PerfectBACKUP+  and  HotWireFAX  in  all  possible
environments and, although Merlin employs a continual effort to assure a quality
product,  there  is  no  assurance that errors will not be found in the released
commercial  product resulting in delays of new feature development. If Merlin is
unable,  due  to  lack  of  resources  or for technological or other reasons, to
develop  and  introduce new features and products in a timely manner in response
to  changing market conditions or customer requirements, its business, operating
results  and  financial  condition  will  be  materially adversely affected. See
"Factors  That May Affect Future Results" in "Item 6 - Management Discussion and
Analysis  or  Plan  of  Operation".

<PAGE>

Employees

As  of  March  15,  2000,  the  Company had 4 full-time employees, including its
President  and  Chief Executive Officer (Robert Heller), its Secretary and Chief
Information  Officer (Gary Heller) and its Treasurer and Vice President of Sales
(Shelley  Montgomery).  Following  the  Acquisition,  the Company assumed all of
Merlin's  employees,  which  included  4  full-time  employees,  4  full-time
programmers,  5  consultants  and  2  administration  staff.

The  Company  plans  on hiring a number of individuals in the next twelve months
including  Chief  Operating  Officer,  Chief  Technology Officer, Vice President
Marketing,  OEM  Sales  Manager, Channel Sales Manager, two account managers and
sales  representatives  and  three  office  and  executive  assistants.

Purchase  or  Sale  of  Equipment

Following  the  Acquisition, the Company does not anticipate that it will expend
any  significant  amount  on equipment for its operations.  However, the Company
will  have  more  ongoing  purchases  of  computer  hardware  and  software.

FACTORS  THAT  MAY  AFFECT  THE  COMPANY'S  FUTURE  RESULTS

Certain  statements  contained  in this Annual Report on Form 10-KSB, including,
without  limitation,  statements containing the words "believes", "anticipates",
"estimates",  "intends",  "expects"  and  words  of  similar  import, constitute
forward-looking  statements  within the meaning of the Private Securities Reform
Act  of  1995.  Although  management believes that the expectations reflected in
these  forward-looking  statements are reasonable, it can give no assurance that
such  expectations  will  prove to have been correct.  Actual results could vary
materially  from  those  expressed in those statements.  Readers are referred to
"Products",  "Sales  and  Marketing",  "Product  Development",  "Competition",
"Product  Protection"  and  "Management's  Discussion  and  Analysis  or Plan of
Operation"  sections  contained  in  this  Annual  Report as well as the factors
described  below  in the section entitled "Factors That May Affect the Company's
Future  Results",  which  identify  some of the important factors or events that
could  cause  the Company's and Merlin's actual results or performance to differ
materially  from  those  contained  in  the  forward  looking  statements.  The
following  discussion  relates to the factors which may substantially affect the
business  to  be carried on by the Company and Merlin, since the Acquisition has
been  completed.

THE  COMPANY  MAY  NOT  BE  SUCCESSFUL  IN  THE  OPEN  SYSTEMS  MARKET

The  future  success of the Company's business is substantially dependent on its
ability  to generate revenues from its product offerings.  In February and March
of  2000,  Merlin  entered  into various distribution and reseller agreements to
distribute  or  bundle  PerfectBackup+  in  the United States, India and Europe.
While  these  agreements  are  significant,  there  can be no assurance that the
Company  will  be  successful  in  their efforts to generate revenues from these
agreements.  Additionally,  the  software application market is characterized by
rapid  technological  growth  and intense competition.  The Company may not have
the  financial or personnel resources to effectively capitalize on, and continue
with,  its  early  and  limited  success  in  this  market.

THE  COMPANY  IS  DEPENDENT ON RESELLERS AND IF THE COMPANY IS NOT SUCCESSFUL IN
EXPANDING  ITS  DISTRIBUTION  CHANNELS, ITS ABILITY TO GENERATE REVENUES WILL BE
HARMED

The  Company's growth will be dependent on its ability to expand its third-party
distribution channels to market, sell and distribute its software products.  The
Company  is  currently investing, and intends to continue to invest, significant
resources  to  develop  these  distribution  channels,  which  could  materially
adversely  affect  the  Company's ability to generate revenues.  The Company has
only  limited  experience  in  marketing  its  products through distributors and
resellers.  Additionally,  the Company will have no control over its third-party
distributors.  There  can be no assurance that the Company will be successful in
its  efforts to generate revenue from these distribution channels, nor can there
be  any  assurance that it will be successful in recruiting new organizations to
represent  it  and  its  products.

In  February  and  March  of  2000, Merlin entered into various distribution and
reseller  agreements  to  distribute  and/or bundle its software products in the
United  States,  India  and  Europe.  While  the  Company  believes  that  these
arrangements will be beneficial, there can be no assurance that the Company will
be  able  to  deliver its products to these companies in a timely manner or that
these companies will license its products in volumes anticipated by the Company.

<PAGE>

Further,  these  agreements  are  the  Company's  only  significant distribution
agreements  to  date.  While  the Company's strategy is to enter into additional
agreements  with  resellers and distributors, it may not be able to successfully
attract  additional  vendors  to distribute its products. Any such failure would
result  in  the  Company having expended significant resources with little or no
return  on  its  investment,  which  would  significantly  harm  its  business.

These  additional  investments  and responsibilities will require the Company to
expend  substantial  resources and may require it to divert employees from other
projects  to  provide  the  support services and development efforts required to
provide  products  and services to these third party vendors and other new third
parties,  if  any.

THE COMPANY'S MARKET IS SUBJECT TO INTENSE COMPETITION AND CONTINUED COMPETITION
IN  ITS  MARKET MAY LEAD TO A REDUCTION IN ITS PRICES, REVENUES AND MARKET SHARE

The  Company  may experience intense competition from other software development
companies  and  the  market  is  rapidly changing. The Company believes that its
ability  to  compete  successfully depends on a number of factors, including the
performance,  price  and  functionality of its products relative to those of its
competitors.  Most  of  the  Company's  competitors  are larger and have greater
financial,  technical, marketing, support and other resources. As a result, they
may  be able to respond more quickly to new or emerging technologies and changes
in customer requirements than the Company. In addition, the software industry is
characterized  by  low  barriers  to  entry.  There can be no assurance that the
Company's  current  competitors  or  any  new  market  entrants will not develop
software products that offer significant performance, price, or other advantages
over  the  Company's  products.  In  addition,  operating  system  vendors could
introduce new or upgrade existing operating systems or environments that include
similar  software  programs  to those offered by the Company, which could render
its  products  obsolete  and  unmarketable.  The  Company  may  not  be  able to
successfully  compete  against  current  or  future  competitors  which  could
significantly  harm  its  business.

THE  COMPANY  ANTICIPATES  THAT  A  SIGNIFICANT  PORTION OF ITS REVENUES WILL BE
DERIVED  FROM A SINGLE PRODUCT AND IF THAT PRODUCT FAILS TO ACHIEVE AND MAINTAIN
MARKET  ACCEPTANCE,  THE  COMPANY'S  BUSINESS  MAY  BE  SIGNIFICANTLY  HARMED

The  Company expects that a substantial portion of its revenue in future periods
will  be  derived  from  its  PerfectBACKUP+  software application.  The Company
expects  that the PerfectBACKUP+ product and its extensions and derivatives will
account for a substantial majority, if not all, of the Company's revenue for the
foreseeable  future.  Broad  market  acceptance of PerfectBACKUP+ is, therefore,
critical  to  its  future success. Failure to achieve broad market acceptance of
PerfectBACKUP+,  as a result of competition, technological change, or otherwise,
would  significantly  harm  its  business.  The  Company's  future  financial
performance  will  depend  in  significant  part  on the successful development,
introduction  and  market  acceptance  of  PerfectBACKUP+  and  its  product
enhancements.  There  can be no assurance that the Company will be successful in
marketing  PerfectBACKUP+  or  any  new  products,  applications  or  product
enhancements,  and  any  failure to do so would significantly harm its business.

THE  MARKET  FOR  THE COMPANY'S PRODUCTS IS CHARACTERIZED BY RAPID TECHNOLOGICAL
CHANGE  AND  THE  COMPANY  MAY  NOT BE ABLE TO DEVELOP OR MARKET NEW PRODUCTS TO
RESPOND  TO  SUCH  CHANGE

The  market  for  the Company's products is characterized by rapid technological
developments,  evolving  industry  standards  and  rapid  changes  in  customer
requirements.  The  introduction  of  products  embodying  new technologies, the
emergence  of  new industry standards, or changes in customer requirements could
render  the  Company's existing products obsolete and unmarketable. As a result,
its  success  depends upon the Company's ability to continue to enhance existing
products,  respond  to  changing  customer  requirements and rapidly develop and
introduce  new  products  that  keep  pace  with  technological developments and
emerging  industry  standards.

Additionally,  other  operating  systems,  such as Windows NT, may significantly
affect  deployment of Unix and Linux systems for business critical applications.
A  significant  portion  of  the Company's revenue will be derived from Unix and
Linux  based  computer systems for the foreseeable future. A significant decline

<PAGE>

in  sales  of  Unix  and  Linux  based systems would decrease the demand for the
Company's  products  and  would  significantly  harm  its business. Finally, the
Company  may  not  be successful in developing and marketing, on a timely basis,
product  enhancements  or  new  products that respond to technological change or
evolving  industry standards, the Company may experience difficulties that could
delay  or  prevent  the  successful  development, introduction and sale of these
products,  and  any such new products or product enhancements may not adequately
meet  the  requirements  of  the  marketplace  and  achieve  market  acceptance.

THE  COMPANY  HAS A HISTORY OF LOSSES AND ANTICIPATES FURTHER SIGNIFICANT LOSSES
AND  CANNOT  ASSURE  THAT  IT  WILL  ACHIEVE  PROFITABILITY

The  Company  and Merlin have each incurred operating losses since inception and
cannot  be  certain  that  it  will  generate  revenue  sufficient  to  achieve
profitability.  The  Company expects to continue to incur significant losses for
the  foreseeable  future and these losses may be higher than its current losses.
The  Company cannot be certain when or if it will achieve profitability. Failure
to  become  and  remain  profitable may adversely affect the market price or the
Company's common stock and its ability to raise capital and continue operations.

FURTHER  CAPITAL  NEEDS;  UNCERTAINTY  OF  ADDITIONAL  FINANCING

From  inception,  the  Company  and  Merlin have financed its operations through
sales  of  equity  securities.  The  Company's  existing  capital  resources are
adequate  to  maintain  its  current operations through June, 2000. However, the
Company  will  require substantial additional financing to implement its current
plans  to  expand its operations and fund its long-term product development. The
Company  has  been  actively  seeking financing to expand its operations. If any
planned  financing  fails  to  close  and  the  Company  is are unable to obtain
alternative  financing  as  needed,  its  long-  term  product  development  and
commercialization  programs would be delayed or prevented and the Company may be
required  to  curtail  its  operations.

PENNY  STOCK  RULES

The Company's common shares are subject to rules promulgated by the SEC relating
to  "penny  stocks,"  which  apply to companies whose shares are not traded on a
national  stock  exchange  or on the NASDAQ system, trade at less than $5.00 per
share,  or who do not meet certain other financial requirements specified by the
SEC.  These  rules require brokers who sell "penny stocks" to persons other than
established  customers  and  "accredited  investors"  to  complete  certain
documentation,  make  suitability  inquiries of investors, and provide investors
with  certain  information  concerning  the  risks  of trading in the such penny
stocks.  These  rules  may discourage or restrict the ability of brokers to sell
the  Company's  common  shares  and  may  affect  the  secondary  market for the
Company's  common shares. These rules could also hamper the Company's ability to
raise  funds  in  the  primary  market  for  the  Company's  common  shares.

NATURE  OF  THE  COMPANY'S  PRESENT  OPERATIONS

The  success  of the Company's proposed plan of operation will depend to a great
extent on the operations, financial condition, and management of Merlin.  Merlin
has  a limited operating history, as it was incorporated on June 25, 1999.  As a
result, the Company cannot ensure that it will be a commercially or economically
viable  business  operation.  It  will  face  all of the risks inherent in a new
business, the majority of which are beyond the control of the management of both
the  Company  and  Merlin.

RECENT  MARKET  DEVELOPMENT

The  markets  for  Merlin's  products  and  services have only recently begun to
develop.  Demand and market acceptance for software products developed under the
open  source  development  model  and  services  relating  to these products are
subject  to  a  high  level  of  uncertainty and risk.  Few open source software
products  have  gained  widespread commercial acceptance.  This is partly due to
the  lack  of viable open source industry participants to offer adequate service
and support on a long term basis.  In addition, open source vendors are not able
to  provide  industry  standard  warranties  and indemnities for their products,

<PAGE>

since  these  products  have  been developed largely by independent parties over
whom open source vendors exercise no control or supervision.  Finally, there are
currently  few  widely available commercial applications built for use with open
source  operating  systems,  such  as  those based on the Linux kernel.  If open
source  software  should  fail  to  gain  widespread  commercial acceptance, the
Company's  business,  operating  results  and  financial  condition  would  be
materially  adversely  affected.

INTERNET  AVAILABILITY

Merlin's historical business has been based on the sale of the official versions
of  PerfectBACKUP+.  Using a standard telephone connection, a user can currently
download  PerfectBACKUP+  from  the  Internet  free  of  charge.  Although  the
distribution  of  free  older  versions  over  the  Internet has proved to be an
excellent  way  in  which  to attract future paying customers, the Company would
prefer  users  to purchase the official versions.  To avoid significant download
time,  users  can  purchase  the  shrink-wrapped  version of PerfectBACKUP+.  If
hardware  and  data  transmission technology advances in the future to the point
where  increased  bandwidth  allows PerfectBACKUP+ to be more quickly downloaded
from  the Internet, users may no longer choose to purchase the latest release of
PerfectBACKUP+.  Any  resulting  decrease  in  product  revenue  as a result, if
significant,  could  have  a  material adverse effect on the Company's business,
operating  results  and  financial  condition.

DIFFICULTIES  IN  DEPLOYING  THE  COMPANY'S  PRODUCTS

Deployment  of the Company's products often involves a significant commitment of
resources,  financial  and  otherwise, by its customers.  The deployment process
can be lengthy due to the size and complexity of the Company's  products and the
need  to purchase and install new applications.  If the Company fails to attract
and  retain  services  personnel, the failure of companies with which Merlin has
relationships  to commit sufficient resources towards deploying its products, or
a  delay  in  deployment  for  any  other  reason  could  result in dissatisfied
customers.  This  could  have  a  material  adverse  effect  on  the  Company's
reputation  and  on  the  Merlin brand, which in turn could materially adversely
affect  the  Company's  business,  operating  results  and  financial condition.

LIMITED  OPERATING  HISTORY/EARLY  STAGE  COMPANY

Merlin  was incorporated on June 25, 1999, and accordingly, both the Company and
Merlin  have  a  relatively  limited  operating  history  upon  which  potential
investors  in  the  Company  can evaluate its business and prospects.  Investors
must  consider  the  Company's  prospects in light of the risks and difficulties
frequently  encountered  by  early  stage  companies in new and rapidly evolving
markets.

FLUCTUATION  OF  QUARTERLY  RESULTS/DIFFICULTY  IN FORECASTING QUARTERLY RESULTS

Due  to  the  Company's  and  Merlin's  limited  operating  history  and  the
unpredictability  of  the  software  industry generally, the Company's predicted
revenue  and  net  income  (loss)  may  fluctuate  significantly from quarter to
quarter  and,  as  a  result,  are  difficult to forecast. The Company bases its
current  and  projected future expense levels in part on its estimates of future
revenue.  The  Company's expenses are to a large extent fixed in the short term.
It  may not be able to adjust its spending quickly if revenues fall short of the
Company's  expectations.  Accordingly,  a  revenue  shortfall  in  a  particular
quarter would have a disproportionate adverse effect on the Company's net income
(loss)  for  that  quarter.  Further,  the Company may make pricing, purchasing,
service,  marketing,  acquisition  or  financing  decisions that could adversely
affect  its  business, operating results and financial condition.  The Company's
quarterly  operating  results  will  fluctuate  for  many  reasons,  including:

-     the  Company's ability to retain existing customers, attract new customers
and  satisfy  its  demand;
-     changes  in  gross  margins  of  current and future products and services;
-     the  timing of the release of upgraded versions of the Company's products;
-     introduction  of  new  products  and  services  by  the Company or the its
competitors;
-     changes in the market acceptance of Linux and Unix-based operating systems
and  software  programs;

<PAGE>

-     changes  in  the  usage  of  the  Internet  and  online  services;
-     timing  of  upgrades  and  developments in the Linux kernel and other open
source  software  products;
-     the  effects  of  acquisitions  and other business combinations, including
one-time  charges,  goodwill  amortization  and  integration  expenses  or
difficulties;  and
-     technical  difficulties  or  system downtime affecting the Internet or the
Website.

For  these reasons, investors should not rely on period-to-period comparisons of
the  Company's  financial  results  to  forecast  its  future  performance.  The
Company's  future  operating  results  may fall below expectations of securities
analysts  or  investors,  which  would  likely  cause  the  trading price of the
Company's  common  stock  to  decline  significantly.

STRAIN  ON  RESOURCES  AS  A  RESULT  OF  RAPID  GROWTH

Since  Merlin's  incorporation,  it has experienced a period of rapid growth and
expansion  which has placed, and continues to place, a significant strain on its
resources.   The Company expects that its anticipated growth will further strain
management,  operational and financial resources.  The Company's management team
has had limited experience managing a rapidly growing company on either a public
or  private  basis.  To  accommodate  its  anticipated growth, the Company must:

-     improve  existing  and  implement  new  operational and financial systems,
procedures  and  controls;
-     hire, train and manage additional qualified personnel, including sales and
marketing,  professional  services  and  software  engineering  and  development
personnel;  and
-     effectively  manage  multiple  relationships with its customers, suppliers
and  other  third  parties.

The  Company  may  not be able to install and implement adequate operational and
financial  systems,  procedures  and controls in an efficient and timely manner,
and the Company's current or planned systems, procedures and controls may not be
adequate  to  support  its  future operations.  The difficulties associated with
installing and implementing these new systems, procedures and controls may place
a  significant  burden on management and internal resources. In addition, if the
Company  grows  internationally,  as  it  intends,  it  will  have to expand its
worldwide  operations  and enhance its communications infrastructure.  Any delay
in  the  implementation  of,  or  any  disruption  in  the transition to, new or
enhanced  systems,  procedures  or controls could adversely affect the Company's
ability to accurately forecast sales demand, manage our supply chain, and record
and  report financial and management information on a timely and accurate basis.
The  Company's  inability  to  manage  growth  effectively could have a material
adverse  effect  on  its  business,  operating  results and financial condition.

KEY  EMPLOYEES

The  Company's  future  success  depends  on  the  continued services of its key
officers,  including  Robert  Heller  (President  and CEO), Gary Heller (CIO and
Secretary)  and Shelley Montgomery (Vice President of Sales and Treasurer).  The
loss  of  the  technical knowledge and industry expertise of any of these people
could  seriously  impede  the Company's success.  Moreover, the loss of one or a
group  of  the  Company's  key  employees, particularly to a competitor, and any
resulting  loss  of  customers to a competitor could materially adversely affect
the  Company's  business,  operating  results  and  financial  condition.

COMPETITION  -  LINUX  AND  UNIX-BASED  PRODUCTS  AND  TOOLS

The  market for Linux and Unix-based products and tools is new, rapidly evolving
and  intensely  competitive.  The  Company  expects  competition  to persist and
intensify  in  the  future. The Company expects the number of suppliers of Linux
and  Unix-based  software applications to grow as Linux and Unix-based operating
systems  gain  increased  market share from its competition.  In addition, there
are  a  number  of  companies  with  large  customer bases and greater financial
resources  and  name  recognition,  such  as  Sun Microsystems, Corel and Cygnus

<PAGE>

Solutions,  that  have  indicated a growing interest in the market for Linux and
Unix-based  products  and  tools.  These companies may be able to undertake more
extensive  promotional  activities,  adopt more aggressive pricing policies, and
offer  more  attractive  terms to their customers than the Company.  Barriers to
entry  are  minimal  and  accordingly,  it  is  possible that new competitors or
relationships  among  competitors  may  emerge  and  rapidly acquire significant
market  share.  These  companies  may be able to leverage their existing service
organizations  and  provide  higher  levels  of support on a more cost-effective
basis than the Company.  If the Company is not able to compete successfully with
current  or  future  competitors,  its business, operating results and financial
condition  will  be  materially  adversely  affected.

ESTABLISHMENT  AND  MAINTENANCE  OF  BUSINESS  RELATIONSHIPS

The  Company's  success  depends  on  its  ability  to continue to establish and
maintain  distribution,  reseller  and  other  collaborative  relationships with
industry-leading  hardware  manufacturers,  distributors,  software  vendors and
enterprise  solutions  providers  in  order  to offer products and services to a
larger customer base than the Company could otherwise reach through direct sales
and  marketing  efforts.  The  Company  must develop and expand its distribution
channels  through relationships with original equipment manufacturers (OEMs) and
value-added resellers (VARs).  If the Company is unable to maintain its existing
relationships  or  enter  into  additional relationships, it will have to devote
substantially  more  resources  to  the  distribution, sale and marketing of its
products  than  it  otherwise  intends to, and the Company's business, operating
results  and  financial  condition  would  be  materially  adversely  affected.

The  Company's  existing  relationships do not, and any future relationships may
not,  afford  the  Company  any exclusive marketing or distribution rights.  The
companies  with which Merlin currently has such relationships are free to pursue
alternative  technologies  and to develop alternative products in addition to or
in  lieu  of  its products, either on their own or in collaboration with others,
including  the  Company's  competitors.  The  Company  cannot guarantee that its
resellers  and  distributors  will  market the Company's products effectively or
continue to devote the resources necessary to provide effective sales, marketing
and  technical support.  In order to support and develop leads for the Company's
distribution  channels,  it  plans  to  expand its field sales and support staff
significantly.  The  Company  cannot  guarantee  that  it  will  be  able  to
successfully  complete  this internal expansion, that the revenue generated from
this  expansion  will  exceed  its cost or that the Company's expanded sales and
support  staff  will  be  able to compete successfully against the significantly
more  extensive  and better-funded sales and marketing operations of many of our
current or potential competitors.  The Company's inability to effectively manage
the  expansion  of  its sales and support staff, or its programming staff, would
materially  adversely  affect  the  Company's  business,  operating  results and
financial  condition.

INTERNATIONAL  EXPANSION

The Company plans to expand its presence in foreign markets, and indeed has done
so  through  agreements  with  such  companies  as  Italsel  SRI  (Italy),  G.T.
Enterprises  (India)  and  Hanmi  Information & Communications Co. Ltd. (Korea).
The  Company  has  little  experience  in marketing and distributing products or
services  for these markets and there can be no assurance that any revenues will
be  generated  as  a  result  of  such  agreements.  As  the Company expands its
international  operations,  it will face a number of additional risks associated
with  the  conduct  of  business  overseas,  including:

-     difficulties  relating to the management and administration of a globally-
dispersed  business;
-     fluctuations  in  exchange  rates;
-     the  burdens  of  complying  with  a  wide  variety  of  foreign  laws;
-     the  uncertainty  of laws and enforcement in certain countries relating to
the  protection  of  intellectual  property  rights;
-     reductions  in  business  activity  during the summer months in Europe and
certain  other  parts  of  the  world;

<PAGE>

-     export  controls;
-     multiple  and  possibly  overlapping  tax  structures;
-     changes  in  import/export  duties  and  quotas;  and
-     economic  or  political  instability  in  some  international  markets.

NEW  BUSINESS  COMBINATIONS/ALLIANCES

The  Company  may  expand  its  operations  or  market presence by entering into
business  combinations, investments, joint ventures or other strategic alliances
with  other  companies.  These  transactions  create  risks  such  as:

-     difficulty  assimilating  the  operations, technology and personnel of the
combined  companies;
-     disruption  of  the  Company's  ongoing  business;
-     problems  retaining  key  technical  and  managerial  personnel;
-     one-time  in-process research and development charges and ongoing expenses
associated  with amortization of goodwill and other purchased intangible assets;
-     potential  dilution  to  the  Company's  stockholders;
-     additional  operating  losses  and  expenses  of  acquired businesses; and
-     impairment  of  relationships  with  existing  employees,  customers  and
business  partners.

The  Company's  inability  to  address these risks could have a material adverse
effect  on  its  business,  operating  results  and  financial  condition.

COMPETITION  FOR  SKILLED  PERSONNEL

The  Company's  future  performance also depends upon its ability to attract and
retain  highly qualified programming, technical, sales, marketing and managerial
personnel.  There  is intense competition for skilled personnel, particularly in
the field of software engineering.  If the Company does not succeed in retaining
its  personnel  or  in  attracting  new  employees,  its  business  could suffer
significantly.

NEED  FOR CONTINUED DEVELOPMENT AND MAINTENANCE OF THE INTERNET'S INFRASTRUCTURE

The  success of the Company's Internet strategy will depend in large part on the
continued  development  and  maintenance  of the infrastructure of the Internet.
Because  global  commerce  and  the  online  exchange  of information is new and
evolving.  the  Company cannot predict with any certainty that the Internet will
be  a  viable  commercial  marketplace  in  the  long  term.  The  Internet  has
experienced,  and it may continue to experience, significant growth in number of
users  and  amount  of  traffic.  To  the  extent that the Internet continues to
experience an increased number of users, frequency of use or increased bandwidth
requirements  of users, it may not be able to support the demands placed upon it
by such growth, and its performance and reliability may suffer. Furthermore, the
Internet  has  experienced  a variety of outages and other delays as a result of
damage  to  portions  of  its infrastructure, and could face similar outages and
delays  in  the  future.  Any outage or delay could affect the level of Internet
usage,  as  well  as  the  level  of  traffic  on the Website.  In addition, the
Internet  could  lose its viability due to delays in the development or adoption
of  new standards and protocols to handle increased levels of activity or due to
increased  governmental  regulation.  If the necessary infrastructure, standards
or  protocols  or  complementary  products,  services  or  facilities  are  not
developed,  or  if the Internet does not become a viable commercial marketplace,
the  Company's  business,  operating  results  and  financial condition could be
materially  adversely  affected.

<PAGE>

Fire, floods, hurricanes, tornadoes, earthquakes, power loss, telecommunications
failures,  break-ins  and similar events could damage Merlin's computer hardware
systems.  In  addition,  although  Merlin  has  implemented  network  security
measures,  its servers are vulnerable to computer viruses, electronic break-ins,
human  error  and other similar disruptive problems which could adversely affect
its  systems  and the Website. Although Merlin has tried to prevent unauthorized
access  to  its  systems,  it cannot eliminate this risk entirely. The Company's
business could be adversely affected if Merlin's systems were affected by any of
these  occurrences.  The  Company's  insurance  policies  may  not  adequately
compensate  it for any losses that may occur due to failures or interruptions in
the  Company's  systems.  It  does  not  presently have any secondary "off-site"
systems or a formal disaster recovery plan.  The Website must accommodate a high
volume  of  traffic and deliver frequently updated information.  The Website has
in the past experienced slower response times or decreased traffic for a variety
of  reasons.  These  occurrences  have  not  had  a  material impact on Merlin's
business.  These  types  of occurrences in the future, however, could materially
adversely affect its reputation and brand name and could cause users to perceive
the  Website  as  not  functioning  properly.  Under  these  circumstances,  the
Company's  customers  could  choose  another  website or other methods to obtain
Linux  or  Unix-related  information.

POSSIBILITY  OF  PRODUCT  DEFECTS

Despite  testing,  errors  may  be  found  in  the  Company's  products  after
commencement of commercial shipments.  If errors are discovered, the Company may
not  be  able to successfully correct them in a timely manner or at all.  Errors
and  failures  in the Company's products could result in a loss of, or delay in,
market acceptance of its products and could damage its reputation and ability to
convince  commercial  users  of  the  benefits  of Linux or Unix-based operating
systems  and  other open source software products.  In addition, the Company may
need to make significant expenditures of capital resources in order to eliminate
errors  and  failures.  Although  the  license  agreements  with  the  Company's
customers  typically contain provisions designed to limit the Company's exposure
to  potential product liability claims, it is possible that these provisions may
not  be  effective  or  enforceable  under  the  laws of some jurisdictions.  In
addition, the Company's insurance policies may not adequately limit its exposure
with  respect  to  this  type  of  claim.  A  product  liability  claim, even if
unsuccessful,  could  be  costly  and  time  consuming.  Claims  related  to the
occurrence  or  discovery  of  these  types  of  errors or failures could have a
material  adverse  effect  on  the  Company's  business,  operating  results and
financial  condition.

INFRINGEMENT  CLAIMS

The  Company  may  be  subject  to  future  litigation  based on claims that its
products  infringe  the  intellectual  property  rights  of  others.  Claims  of
infringement  could  require that the Company reengineer its products or seek to
obtain  licenses  from third parties in order to continue offering its products.
In  addition,  an  adverse  legal  decision affecting the Company's intellectual
property,  or  the  use  of significant resources to defend against this type of
claim,  could  materially  adversely  affect  the  Company's business, operating
results  and  financial  condition.

TRADEMARK  PROTECTION

There  is  no  assurance  that  patent,  copyright and trademark registration or
protection  for  Merlin's intellectual property will be available, and therefore
the  Company  may  have  little  or  no protection for its intellectual property
assets,  comprising  the  main  business  assets  of  the  Company.

Merlin's  software  technology,  business tools, consumer products and its other
intellectual  property  are  important to the Company's continued operations and
success.  The Company's efforts to protect this intellectual property may not be
adequate.  Unauthorized parties may infringe upon or misappropriate its software
technology,  business  tools  and  consumer  products  or  other  proprietary
information.  In  the future, litigation may be necessary to protect and enforce
the  Company's  intellectual  property  rights  or to determine the validity and
scope  of  its  intellectual property, which could be time consuming and costly.
The Company could also be subjected to intellectual property infringement claims
as  the  numbers  of  competitors grows.  These claims, even if not meritorious,
could  be  expensive  and  divert  the  Company's  attention  from its continued
operations.  If the Company becomes liable to any third parties for such claims,
it  could be required to pay a substantial damage award or to develop comparable
non-infringing  intellectual  property  and  systems.

<PAGE>

ITEM  7.     FINANCIAL  STATEMENTS.

The Company's financial statements are stated in United States Dollars (US$) and
are  prepared  in  accordance  with  United States Generally Accepted Accounting
Principles.

The financial statements are attached hereto and are found immediately following
the  text  of  this Annual Report.  The Report of Independent Accountants of BDO
Dunwoody LLP, Chartered Accountants, on the audited financial statements for the
fiscal  years  ended  December  31, 1999 and 1998 is included herein immediately
preceding  the  audited  financial  statements.

The  Company's  Audited  Financial  Statements  include:

     Report  of  Independent  Accountants,  dated  March  24,  2000.
     Balance  Sheet  at  December  31,  1999.
     Statement of Operations for the Years Ended December 31, 1999 and 1998, and
for  the  period  from  August  30,  1995  (inception)  to  December  31,  1999.
     Statement  of  Changes  in Capital Deficit for the Years Ended December 31,
1999  and  1998, and for the period from August 30, 1995 (inception) to December
31,  1999.
     Statement of Cash Flows for the Years Ended December 31, 1999 and 1998, and
for  the  period  from  August  30,1995  (inception)  to  December  31,  1999.
     Summary  of  Significant  Accounting  Policies.
     Notes  to  the  Financial  Statements.

Merlin's  Audited  Financial  Statements  include:

     Auditor's  Report  of  BDO  Dunwoody  LLP,  dated  February  18,  2000.
     Comments  by  Auditors  for  U.S.  Readers  on  Canada  -  U.S.  Reporting
Differences,  dated  February  18,  2000.
     Balance  Sheet  at  December  31,  1999.
     Statement  of  Changes in Capital Deficit for the period from June 25, 1999
(inception)  to  December  31,  1999.
     Statement  of  Operations  for the period from June 25, 1999 (inception) to
December  31,  1999.
     Statement  of  Cash  Flows for the period from June 25, 1999 (inception) to
December  31,  1999.
     Summary  of  Significant  Accounting  Policies.
     Notes  to  the  Financial  Statements.

Prior  to  the Acquisition, the Company was not operating, and had no assets and
no  revenue  during  1999.  Pro-forma financial statements, which serve to state
the  results of 1999 as if Merlin and the Company had combined operations during
1999,  therefore, will not differ in any material way from the audited financial
statements of Merlin; therefore, the Company has not included separate pro-forma
financial  statements.

<PAGE>


MERLIN  SOFTWARE  TECHNOLOGIES  INTERNATIONAL,  INC.
(FORMERLY  AUSTIN  LAND  &  DEVELOPMENT,  INC.)
(A  DEVELOPMENT  STAGE  COMPANY)
FINANCIAL  STATEMENTS
FOR  THE  YEARS  ENDED  DECEMBER  31,  1999  AND  1998


<PAGE>

MERLIN  SOFTWARE  TECHNOLOGIES  INTERNATIONAL,  INC.
(FORMERLY  AUSTIN  LAND  &  DEVELOPMENT,  INC.)
(A  DEVELOPMENT  STAGE  COMPANY)
FINANCIAL  STATEMENTS
FOR  THE  YEARS  ENDED  DECEMBER  31,  1999  AND  1998
  CONTENTS
  --------
REPORT  OF  INDEPENDENT  ACCOUNTANTS
FINANCIAL  STATEMENTS
     Balance  Sheet
     Statements  of  Operations
     Statements  of  Changes  in  Capital  Deficit
     Statements  of  Cash  Flows
     Summary  of  Significant  Accounting  Policies
     Notes  to  the  Financial  Statements

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

TO  THE  DIRECTORS  AND  STOCKHOLDERS  OF
MERLIN  SOFTWARE  TECHNOLOGIES  INTERNATIONAL,  INC.
(FORMERLY  AUSTIN  LAND  &  DEVELOPMENT,  INC.)

We have audited the Balance Sheet of Merlin Software Technologies International,
Inc. (formerly Austin Land & Development, Inc.) (a development stage company) as
at  December  31, 1999, the Statements of Operations, Changes in Capital Deficit
and Cash Flows for the years ended December 31, 1999 and 1998 and for the period
from  August  30,  1995  (inception)  to  December  31,  1999.  These  financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

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

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the financial position of Merlin Software Technologies International,
Inc.  (formerly  Austin  Land & Development) (a development stage company) as at
December  31,  1999 and the related statements of Operations, Changes in Capital
Deficit  and  Cash  Flows for the years ended December 31, 1999 and 1998 and for
the  period  from August 30, 1995 (inception) to December 31, 1999 in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements, the Company has suffered recurring losses from operations and has no
established  source of revenue.  This raises substantial doubt about its ability
to  continue  as a going concern.  Management's plans in regard to these matters
are  described  in  Note  1.  These  financial  statements  do  not  include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

/s/ BDO Dunwoody LLP
Chartered  Accountants
Vancouver,  Canada
March  24,  2000

<PAGE>

<TABLE>
<CAPTION>

MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
(FORMERLY AUSTIN LAND & DEVELOPMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31                                            1999
--------------------------------------------------------------
<S>                                                  <C>
ASSETS
DUE FROM MERLIN SOFTWARE TECHNOLOGIES INC. (Note 3)  $675,000
--------------------------------------------------------------
LIABILITIES AND CAPITAL DEFICIT
LIABILITIES
CURRENT
Accounts payable and accrued liabilities. . . . . .  $ 15,000
ADVANCES FOR STOCK SUBSCRIPTIONS (Note 3) . . . . .   675,000
                                                  -----------
                                                      690,000
                                                  -----------
CAPITAL DEFICIT
Share capital
Authorized
50,000,000   common shares, $.001 par value
Issued
  7,410,000   common shares . . . . . . . . . . . .     7,410
Deficit accumulated during the development stage. .   (22,410)
                                                  -----------
                                                      (15,000)
                                                  -----------
                                                     $675,000
                                                  ===========
</TABLE>

The accompanying summary of significant accounting policies
and notes are an integral part of these financial statements.

<PAGE>

<TABLE>
<CAPTION>

MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
(FORMERLY AUSTIN LAND & DEVELOPMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
                                                                           August 30
                                                                                1995
                                                       Years Ended    (Inception) to
                                                       December 31       December 31
-------------------------------------------------------------------------------------
                                                   1999           1998          1999

<S>                                                <C>              <C>         <C>
EXPENSES
Professional fees . . . . . . . . . . . . . . . .  $        14,210  $      825  $20,640
Amortization. . . . . . . . . . . . . . . . . . .                -          72      360

NET LOSS FOR THE PERIOD . . . . . . . . . . . . .  $        14,210  $      897  $21,000
                                                   ------------------------------------
LOSS PER SHARE. . . . . . . . . . . . . . . . . .  $             -  $        -
                                                   ---------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING . . . . . . .        7,410,000   7,410,000
                                                   ---------------------------
</TABLE>

The accompanying summary of significant accounting policies
and notes are an integral part of these financial statements.


<PAGE>

<TABLE>
<CAPTION>




MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
(FORMERLY AUSTIN LAND & DEVELOPMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN CAPITAL DEFICIT


                                                                               Deficit
                                                                             Accumulated
                                                          Common Stock         in the      Total
                                                         ------------        Development   Capital
                                                      Shares        Amount     Stage       Deficit
                                                 ---------------------------------------------------
<S>                                                <C>           <C>           <C>        <C>
Issuance of common shares for
  cash at $0.001 on August 30, 1995
  (incorporation) . . . . . . . . . . . . . . . .     6,000,000  $      6,000  $      -   $  6,000

Retroactive adjustment for January
2000 stock split                                      1,410,000         1,410    (1,410)         -
                                                 ---------------------------------------------------
(Note 4)                                              7,410,000         7,410    (1,410)     6,000

Net loss for the period from August
30, 1995 (incorporation) to December
31,1997                                                       -             -    (5,893)    (5,893)
                                                 ---------------------------------------------------

BALANCE, January 1, 1998. . . . . . . . . . . . .     7,410,000         7,410    (7,303)       107
Net loss for the year ended December
31, 1998                                                      -             -      (897)      (897)
                                                 ---------------------------------------------------
BALANCE, December 31, 1998. . . . . . . . . . . .     7,410,000         7,410    (8,200)      (790)
Net loss for the year ended December
31, 1999                                                      -             -   (14,210)   (14,210)
                                                 ---------------------------------------------------
BALANCE, December 31, 1999. . . . . . . . . . . .     7,410,000  $      7,410  $(22,410)  $(15,000)
                                                 ---------------------------------------------------

</TABLE>

The accompanying summary of significant accounting policies
and notes are an integral part of these financial statements.

<PAGE>

<TABLE>
<CAPTION>

MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
(FORMERLY AUSTIN LAND & DEVELOPMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
                                                                              August 30
                                                                                   1995
                                                        Years Ended      (Inception) to
                                                        December 31         December 31
                                                      -----------------  --------------
                                                      1999         1998      1999

<S>                                                <C>               <C>     <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net loss for the period . . . . . . . . . . . . .  $       (14,210)  $(897)  $ (21,000)
Adjustment to reconcile net loss
  to net cash used in operating activities
Amortization of incorporation costs . . . . . . .              120      72         360
Increase in accounts payable and accrued
  liabilities . . . . . . . . . . . . . . . . . .           14,090     825      15,000
                                                  -------------------------------------
                                                                 -       -      (5,640)
                                                  -------------------------------------
FINANCING ACTIVITIES
Issuance of common stock. . . . . . . . . . . . .                -       -       6,000
Advances for stock subscriptions. . . . . . . . .          675,000       -     675,000
                                                  -------------------------------------
                                                           675,000       -     681,000
                                                  -------------------------------------
INVESTING ACTIVITIES
Advances to Merlin Software
  Technologies Inc. . . . . . . . . . . . . . . .         (675,000)      -    (675,000)
Incorporation costs . . . . . . . . . . . . . . .                -       -        (360)
                                                  -------------------------------------
                                                          (675,000)      -    (675,360)
                                                  -------------------------------------
CASH, beginning and end of period . . . . . . . .  $             -   $   -   $       -
                                                  -------------------------------------

</TABLE>

<PAGE>

   The accompanying summary of significant accounting policies and notes are an
                  integral part of these financial statements.



<PAGE>

                                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                                      (FORMERLY AUSTIN LAND & DEVELOPMENT, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DECEMBER  31,  1999  AND  1998
------------------------------


BASIS OF PRESENTATION     These financial statements are expressed in US dollars
and  are prepared in accordance with accounting principles generally accepted in
the  United  States.
     The  Company  has  selected  December  31  as  its  fiscal  year  end.

FINANCIAL INSTRUMENTS     The Company's financial instruments consist of amounts
advanced  to  Merlin Software Technologies Inc. and accounts payable and accrued
liabilities.  Unless  otherwise  noted,  it  is  management's  opinion  that the
Company is not exposed to significant interest, currency or credit risks arising
from  these  financial  instruments.  The  fair  values  of  these  financial
instruments  approximate  carrying  values  since they are short-term in nature.

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 the enacted rates in effect in the years
in  which  the  differences  are  expected  to  reverse.

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.
     All  share  amounts  contained  in these financial statements retroactively
reflect  the  effect  of  the  stock  split  completed in January 2000 (Note 4).

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.

<PAGE>
                                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                                      (FORMERLY AUSTIN LAND & DEVELOPMENT, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                               NOTES TO THE FINANCIAL STATEMENTS

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 years ended December 31, 1999 and 1998 equalled the
net  loss  for  the  years.

NEW  ACCOUNTING
PRONOUNCEMENTS     In  June  1998,  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities",  was  issued.  SFAS  No.  133  required
companies to recognize all derivatives contracts as either assets or liabilities
on  the  balance sheet and to measure them at fair value.  If certain conditions
are  met,  a derivative may be specifically designated as a hedge, the objective
of  which  is  to  match  the  timing of gain or loss recognition on the hedging
derivative  with  the  recognition  of  (i) the changes in the fair value of the
hedged  asset  or liability that are attributable to the hedged risk or (ii) the
earnings  effect  of  the  hedged  forecasted transaction.  For a derivative not
designated  as a hedging instrument, the gain or loss is recognized in income in
the  period  of  change.  SFAS  No.  133 is effective for all fiscal quarters of
fiscal  years  beginning  after  June  15,  2000.

     Historically, the Company has not entered into derivatives contracts either
to  hedge  existing risks or for speculative purposes.  Accordingly, the Company
does  not  expect adoption of the new standards on January 1, 2001 to affect its
financial  statements.


<PAGE>

                                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                                      (FORMERLY AUSTIN LAND & DEVELOPMENT, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                               NOTES TO THE FINANCIAL STATEMENTS
DECEMBER  31,  1999  AND  1998
------------------------------

1.     NATURE  OF  BUSINESS  AND  CONTINUED  OPERATIONS

The Company was organized August 30, 1995, under the laws of the State of Nevada
as  Austin Land & Development, Inc.  The Company currently has no operations and
in  accordance  with  SFAS  7,  is  considered  a development stage company.  On
January  7,  2000,  the  Company  changed  its  legal  name  to  Merlin Software
Technologies  International,  Inc.  in contemplation of closing a share exchange
agreement  (Note  2).

These  accompanying  financial  statements have been prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the satisfaction of
liabilities  and  commitments  in the normal course of business.  As at December
31,  1999,  the  Company has recognized no revenue and has accumulated operating
losses  of  $21,000  since  its  inception.  The  continuation of the Company is
dependent upon the conclusion of the acquisition of Merlin Software Technologies
Inc.  (Note  2)  as  well  as  the continuing financial support of creditors and
stockholders  and  obtaining  long-term  financing.  Management  plans  to raise
equity  capital  to  finance  the  operations  and  capital  requirements of the
Company.  It  is  management's  intention  to  raise  new  equity  financing  of
approximately $25 million within the upcoming year.  Amounts raised will be used
to further development of the target company's product, to provide financing for
the  marketing  and  promotion of its products, to secure products and for other
working  capital  purposes  including hardware and software upgrades.  While the
Company  is  expending  its best efforts to achieve the above plans, there is no
assurance  that any such activity will generate funds that will be available for
operations.

These conditions raise substantial doubt about the Company's ability to continue
as  a  going concern.  These financial statements do not include any adjustments
that  might  arise  from  this  uncertainty.

2.     ACQUISITION  OF  MERLIN  SOFTWARE  TECHNOLOGIES  INC.

On  January  14,  2000, the Company signed a letter of intent with the principal
stockholders  of  Merlin  Software  Technologies  Inc. ("Merlin Private Co."), a
Nevada  company incorporated on June 25, 1999 for the purpose of the development
of  Linux-based  software utilities and other business management software.  The
letter  of  intent will form the basis for a share exchange agreement subject to
the  satisfaction  of certain specified conditions.  Terms of the agreement have
the  Company  acquiring  all the issued and outstanding shares of Merlin Private
Co.  at  the  closing  date  on  a  one-for-one basis in exchange for its common
shares.  At December 31, 1999, Merlin Private Co. had 7,900,000 issued shares of
common  stock.  Subsequent to December 31, 1999, Merlin Private Co. entered into
agreements  to  issue  a  further  86,665  units of its common stock.  Each unit
consists  of  one  share  of common stock and a warrant to purchase one share of
common stock at a price of $2 per share until expiry in March 2002.  The Company
will  also  exchange  stock  options (Note 5) and warrants outstanding in Merlin
Private  Co.  for  commitments  to  issue its stock under similar terms to those
existing  in  Merlin  Private  Co.

The transaction will be accounted for as a recapitalization of the Company using
accounting  principles  applicable  to  reverse acquisitions.  Following reverse
acquisition accounting, financial statements subsequent to the closing date will
be  presented  as  a  continuation  of Merlin Private Co.  The value assigned to
common  stock  issued  by the Company on acquisition will be determined based on
the  fair  value  of  the  net assets of the Company at the date of acquisition.

<PAGE>
                                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                                      (FORMERLY AUSTIN LAND & DEVELOPMENT, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                               NOTES TO THE FINANCIAL STATEMENTS

3.     DUE  FROM  MERLIN  SOFTWARE  TECHNOLOGIES  INC.

In December 1999, the Company advanced $675,000 to Merlin Private Co. out of the
proceeds of a $1.275 million private placement expected to be completed in 2000.
The  amounts  were  advanced on an unsecured, non-interest bearing basis with no
specific terms of repayment.  The remaining $600,000 from this private placement
was  advanced to Merlin Private Co. by the Company in January 2000 under similar
terms.

The  private placement will result in the issuance of 850,000 units at $1.50 per
unit  with  each unit consisting of one share of common stock and one warrant to
purchase  common  stock for two years at $2 per share.  $675,000 of the proceeds
were  received  in  December  31,  1999  with the remaining $600,000 received in
January  2000.

4.     SHARE  CAPITAL

On January 10, 2000, the Company forward split its issued and outstanding common
stock  on  a  1.235:1  basis.  On  January  18,  2000,  the Company redeemed and
cancelled  3,809,975  shares  of  common  stock  for  no  consideration.

5.     STOCK  OPTIONS

On  November  1,  1999,  Merlin Private Co.'s Board of Directors approved a 1999
Stock  Option  Plan.  The Plan provides for the granting of stock options to key
employees  and  consultants  to purchase up to 3,000,000 common shares of Merlin
Private  Co.  Under  the Plan, the granting of incentive and non-qualified stock
options,  exercise  prices  and  terms are determined by the Board of Directors.
For incentive options, the exercise price shall not be less than the fair market
value  of  the Merlin Private Co.'s common stock on the grant date. (In the case
of  options issued to an employee who owns stock possessing more than 10% of the
voting  power  of  all  classes of the Merlin Private Co.'s stock on the date of
grant,  the  option price must not be less than 110% of the fair market value of
common  stock  on  the  grant  date.).  Options  granted are not to exceed terms
beyond  ten years (5 years in the case of an incentive stock option granted to a
holder  of  10  percent  of  the  Merlin  Private  Co.'s  common stock).  Unless
otherwise  specified  by the Board of Directors, stock-options shall vest at the
rate  of  25%  per  year  starting  one  year following the granting of options.

In  1999,  Merlin  Private  Co.'s  Board  of  Directors approved the granting of
931,000  stock  options  with  an exercise price of $1 per share and expiring in
2001.  The options granted vest over periods from the date of grant to 12 months
subsequent  to  commencement  of  services.  At December 31, 1999, 761,000 stock
options  were granted and remained outstanding of which 387,800 were exercisable
on  that  date.  Subsequent  to  December 31, 1999, Merlin Private Co. granted a
further  20,000  options  under  the  same  terms and entered into an employment
agreement  committing  to  grant  150,000  options  under  the  same  terms.

Pursuant  to  the  Plan,  such  options  are  transferrable to the Company under
similar  terms  should  the  share  exchange  close.

<PAGE>
                                MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.
                                      (FORMERLY AUSTIN LAND & DEVELOPMENT, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                               NOTES TO THE FINANCIAL STATEMENTS

6.     INCOME  TAXES

The tax effects  of  temporary  differences  that  give  rise to the Company's
deferred  tax  asset  are  as  follows:

                                                       1999           1998

Tax  loss  carryforwards                        $     7,100         $    2,300
Valuation allowance                                  (7,100)            (2,300)

                                                $         -         $         -
                                                ===============================
The  provision  for  income  taxes  differs  from the amount estimated using
the federal  statutory  income  tax  rate  as  follows:

                                                       1999          1998

Provision  (benefit)  at  federal  statutory
rate                                            $    (4,800)        $     (300)
Increase  in  valuation  allowance                    4,800                300
                                                ------------------------------
                                                $         -          $       -
                                                ==============================

The  Company  evaluates  its valuation allowance requirements based on projected
future  operations.  When  circumstances  change  and  this  causes  a change in
management's  judgement  about  the  recoverability  of deferred tax assets, the
impact  of the change on the valuation allowance is reflected in current income.

At  December  31, 1999, the Company had losses available for income tax purposes
of  approximately  $21,000  which  will  expire  between  2015  and  2019.

7.     COMMITMENTS

In March 2000, the Company entered into management agreements with its officers.
Amongst  other  matters,  terms  of  the  management agreements require that the
Company pay to the officers amounts aggregating $672,000 plus 1.9 million shares
of  common  stock  in  the  event  of  a  change  of  control  of  the  Company.

<PAGE>

MERLIN  SOFTWARE  TECHNOLOGIES  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
FINANCIAL  STATEMENTS
FOR  THE  PERIOD  FROM  JUNE  25,  1999
(INCORPORATION)  TO  DECEMBER  31,  1999


<PAGE>

     MERLIN  SOFTWARE  TECHNOLOGIES  INC.
     (A  DEVELOPMENT  STAGE  COMPANY)
     FINANCIAL  STATEMENTS
     FOR  THE  PERIOD  FROM  JUNE  25,  1999
     (INCORPORATION)  TO  DECEMBER  31,  1999
CONTENTS
--------
AUDITORS'  REPORT
COMMENTS  BY  AUDITORS  FOR  U.S.  READERS
  ON  CANADA-U.S.  REPORTING  DIFFERENCE
FINANCIAL  STATEMENTS
     Balance  Sheet
     Statement  of  Changes  in  Capital  Deficit
     Statement  of  Operations
     Statement  of  Cash  Flows
     Summary  of  Significant  Accounting  Policies
     Notes  to  the  Financial  Statements

<PAGE>

AUDITORS' REPORT

TO  THE  DIRECTORS  AND  STOCKHOLDERS  OF
MERLIN  SOFTWARE  TECHNOLOGIES  INC.
(A  DEVELOPMENT  STAGE  COMPANY)

We  have  audited  the  Balance  Sheet  of  Merlin Software Technologies Inc. (a
development stage company) as at December 31, 1999, the Statements of Changes in
Capital  Deficit,  Operations  and  Cash Flows for the period from June 25, 1999
(incorporation)  to  December  31,  1999.  These  financial  statements  are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  Canada.  Those standards require that we plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the financial position of the Company as at December 31, 1999 and the
results  of  its operations and its cash flows for the period from June 25, 1999
(incorporation)  to  December  31, 1999 in accordance with accounting principles
generally  accepted  in  the  United  States.

/S/  BDO  DUNWOODY  LLP
Chartered  Accountants
Vancouver,  Canada
February  18,  2000

<PAGE>



<PAGE>
                                           COMMENTS BY AUDITORS FOR U.S. READERS
                                            ON CANADA-U.S. REPORTING DIFFERENCES

TO  THE  DIRECTORS  AND  STOCKHOLDERS  OF
MERLIN  SOFTWARE  TECHNOLOGIES  INC.
(A  DEVELOPMENT  STAGE  COMPANY)

In  the  United States, reporting standards for auditors require the addition of
an  explanatory  paragraph  (following the opinion paragraph) when the financial
statements  are affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern, such as those described in
Note  1  to  the  financial  statements.  Our  report  to the stockholders dated
February  18,  2000 is expressed in accordance with Canadian reporting standards
which  do  not permit a reference to such events and conditions in the auditors'
report  when  these  are  adequately  disclosed  in  the  financial  statements.

/S/  BDO  DUNWOODY  LLP
Chartered  Accountants

Vancouver,  Canada
February  18,  2000

<PAGE>


<TABLE>
<CAPTION>

MERLIN SOFTWARE TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31                                                          1999
-----------------------------------------------------------------------------
<S>                                                               <C>
ASSETS
CURRENT
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  717,195
Sales taxes recoverable. . . . . . . . . . . . . . . . . . . . .      18,667
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . .       8,948
                                                                  ----------
                                                                     744,810
FIXED ASSETS (Note 3). . . . . . . . . . . . . . . . . . . . . .      86,564
                                                                  ----------
                                                                  $  831,374
-----------------------------------------------------------------------------

LIABILITIES AND CAPITAL DEFICIT
LIABILITIES
CURRENT
Accounts payable and accrued liabilities . . . . . . . . . . . .  $  136,980
Demand loans payable (Note 4). . . . . . . . . . . . . . . . . .     210,000
                                                                  ----------
                                                                     346,980
DUE TO MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC. (Note 5)     675,000
LOANS PAYABLE (Note 6) . . . . . . . . . . . . . . . . . . . . .     130,000
                                                                   ---------
                                                                   1,151,980
                                                                   ---------
CAPITAL DEFICIT
Share capital
  Authorized
1,000,000   Preferred shares, par value $0.01
50,000,000   Common shares, par value $0.001
  Issued
7,900,000    Common shares . . . . . . . . . . . . . . . . . . .       7,900
Additional paid-in capital . . . . . . . . . . . . . . . . . . .     292,122
Deficit accumulated during the development stage . . . . . . . .    (616,628)
Reduction for initial contribution of intellectual property. . .      (4,000)
                                                                    --------
                                                                    (320,606)
                                                                  -----------
                                                                  $  831,374
                                                                  ----------
</TABLE>


   The accompanying summary of significant accounting policies and notes are an
                  integral part of these financial statements.

<PAGE>

<TABLE>
<CAPTION>

MERLIN SOFTWARE TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN CAPITAL DEFICIT
FOR THE PERIOD FROM JUNE 25, 1999 (INCORPORATION) TO DECEMBER 31, 1999

                                                                              Reduction        Deficit
                                                                              for Initial     Accumulated
                                                              Additional    Contribution of    During the       Total
                                         Common Stock           Paid-in      Intellectual      Development      Capital
                                  Shares          Amount        Capital        Property          Stage          Deficit
--------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>           <C>         <C>            <C>               <C>              <C>
Initial contribution
of intellectual property
in July 1999. . . . . . . . . . . . 4,000,000      $    4,000  $     -        $   (4,000)       $    -           $         -

Private placement
for cash in July 1999
at $0.01 per share. .   . . . .     3,400,000           3,400     30,600               -              -               34,000

Private placement
for cash in August
1999 at $0.50 per
share . . . . . . . . . . . . . . . . 500,000             500    249,500              -               -              250,000

Stock option
compensation
(Note 7)                                    -               -     12,022              -               -               12,022
Net loss for the
period. . . . . . . . . . . . .             -               -          -              -         (616,628)           (616,628)
                                   ------------------------------------------------------------------------------------------
BALANCE, end of
period. . . . . . . . . . . . .     7,900,000  $         7,900 $292,122       $ (4,000)        $(616,628)          $(320,606)
                                   ------------------------------------------------------------------------------------------

</TABLE>
The accompanying summary of significant accounting policies
and notes are an integral part of these financial statements

<TABLE>
<CAPTION>

MERLIN SOFTWARE TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JUNE 25, 1999 (INCORPORATION) TO DECEMBER 31      1999
------------------------------------------------------------------------------
<S>                                                                <C>
EXPENSES
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . .  $    7,964
General and administration. . . . . . . . . . . . . . . . . . . .     268,042
Professional fees . . . . . . . . . . . . . . . . . . . . . . . .      64,907
Promotion and advertising . . . . . . . . . . . . . . . . . . . .     180,312
Research and development. . . . . . . . . . . . . . . . . . . . .      98,329
------------------------------------------------------------------------------
                                                                      619,554
INTEREST AND OTHER INCOME . . . . . . . . . . . . . . . . . . . .      (2,926)
                                                                   -----------
NET LOSS FOR THE PERIOD . . . . . . . . . . . . . . . . . . . . .  $  616,628
------------------------------------------------------------------------------
LOSS PER SHARE - basic and diluted. . . . . . . . . . . . . . . .  $     0.09
------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING . . . . . . . . . . . . . . .   7,166,666
------------------------------------------------------------------------------

</TABLE>
The accompanying summary of significant accounting policies
and notes are an integral part of these financial statements

<TABLE>
<CAPTION>

MERLIN SOFTWARE TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 25, 1999 (INCORPORATION) TO DECEMBER 31      1999
-----------------------------------------------------------------------------
<S>                                                                <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net loss for the period . . . . . . . . . . . . . . . . . . . . .  $ (616,628)
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities
   Depreciation.  . . . . . . . . . . . . . . . . . . . . . . . .       7,964
  (Increase) decrease in assets
  Sales taxes recoverable . . . . . . . . . . . . . . . . . . . .     (18,667)
Prepaid expenses and deposits . . . . . . . . . . . . . . . . . .      (8,948)
  Increase (decrease) in liabilities
Accounts payable and accrued liabilities. . . . . . . . . . . . .     136,980
-----------------------------------------------------------------------------
                                                                     (487,277)
-----------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds on demand loans. . . . . . . . . . . . . . . . . . . . .     210,000
Issuance of common stock. . . . . . . . . . . . . . . . . . . . .     284,000
Advances from Merlin Software Technologies International, Inc.. .     675,000
Proceeds on loans payable . . . . . . . . . . . . . . . . . . . .     130,000
-----------------------------------------------------------------------------
                                                                    1,299,000
-----------------------------------------------------------------------------
INVESTING ACTIVITY
Purchase of fixed assets. . . . . . . . . . . . . . . . . . . . .     (94,528)
-----------------------------------------------------------------------------
INCREASE IN CASH DURING THE PERIOD AND CASH, end of period. . . .  $  717,195
-----------------------------------------------------------------------------

</TABLE>
The accompanying summary of significant accounting policies
and notes are an integral part of these financial statements

<PAGE>

                                               MERLIN SOFTWARE TECHNOLOGIES INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DECEMBER  31,  1999
-------------------------------------------------------------------------------

BASIS OF PRESENTATION     These financial statements are expressed in US dollars
and  are prepared in accordance with accounting principles generally accepted in
the  United  States.
     The  Company  has  selected  December  31  as  its  fiscal  year  end.

FIXED ASSETS     Fixed assets are carried at cost less accumulated depreciation.
Computers  are  depreciated  using the straight-line method over their estimated
useful  life  of  three  years.  Furniture  and  fixtures  and  trademarks  are
depreciated  over their estimated useful lives of five years.  Acquired internal
use  software  is  capitalized and depreciated over its estimated useful life of
one  year.
     One  half  period's  depreciation  is  taken  in the period of acquisition.

FINANCIAL  INSTRUMENTS     The  Company's financial instruments consist of cash,
sales  taxes  recoverable,  accounts  payable  and accrued liabilities and loans
payable.  Unless otherwise noted, it is management's opinion that the Company is
not exposed to significant interest, currency or credit risks arising from these
financial  instruments.  The  fair  value  of  cash, sales taxes recoverable and
accounts  payable  and  accrued  liabilities  approximates their carrying value,
unless  otherwise  noted,  since  they  are  short-term  in  nature  or they are
receivable  or  payable  on  demand.
     It  is  not  practicable to determine the fair value of amounts advanced by
Merlin  Software  Technologies  International,  Inc.  and other long-term loans.

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 in
which  the  differences  are  expected  to  reverse.

<PAGE>
                                               MERLIN SOFTWARE TECHNOLOGIES INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DECEMBER  31,  1999
-------------------------------------------------------------------------------

FOREIGN  CURRENCY  TRANSACTIONS     Transactions  undertaken in currencies other
than  the  US  dollar  are  translated  to US dollars using the exchange rate in
effect  as of the transaction date.  Monetary assets and liabilities denominated
in  foreign  currencies  are  then translated to US dollars using the period end
rate.  Any  exchange  gains  and  losses  are  included  in  the  Statement  of
Operations.

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.  Diluted  earnings per share reflects the
potential  dilution of securities that could share in earnings of an entity.  In
loss periods, dilutive common equivalent shares are excluded as the effect would
be  anti-dilutive.  Basic  and  diluted  earnings per share are the same for the
periods  presented.
     For  the  period  from  June 25, 1999 (incorporation) to December 31, 1999,
total  stock  options of 761,000 were not included in the computation of diluted
earnings  per  share  because  the  effect  was  anti-dilutive.

STOCK  BASED  COMPENSATION     The  Company  applies Accounting Principles Board
("APB")  Opinion No. 25, "Accounting for Stock Issued to Employees", and related
interpretations  in  accounting  for  stock  option  plans.  Under  APB  25,
compensation  cost  is  recognized for stock options granted at prices below the
market  price  of  the  underlying  common  stock  on  the  date  of  grant.
     SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation", requires the
Company to provide pro-forma information regarding net income as if compensation
cost  for the Company's stock option plan had been determined in accordance with
the  fair  value  based  method  prescribed  in  SFAS  No.  123.

<PAGE>
                                               MERLIN SOFTWARE TECHNOLOGIES INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DECEMBER  31,  1999
-------------------------------------------------------------------------------

SOFTWARE  DEVELOPMENT
COSTS     In  accordance  with SFAS No. 86, "Accounting for the Cost of Computer
Software  to be Sold, Leased, or Otherwise Marketed", development costs incurred
in  the  research  and  development  of  new  software  products are expensed as
incurred until technological feasibility in the form of a working model has been
established.  To  December  31,  1999,  the Company's software development is in
progress and commercial  feasibility had not yet been established.  Accordingly,
all  software  development  costs  (consisting  of  amounts  paid  or payable to
consultants)  have  been  charged  to  the accompanying statement of operations.

REVENUE  RECOGNITION     Product  revenues from the sale of Linux-based software
is to be  recognized upon shipment, except that an amount representing the value
of  future services including upgrades and customer support will be deferred and
recognized  on  a pro-rata basis over the terms of the contracts.  In absence of
revenue  history  providing  information  as  to the extent of services provided
beyond  the point of sale, the Company will defer half of sales proceeds on such
arrangements  and  recognize  the  revenue  over  the  term  of  the  contracts.

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.

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 period from June 25, 1999 (incorporation) to December
31,  1999  equalled  the  net  loss  for  the  period.

<PAGE>
                                               MERLIN SOFTWARE TECHNOLOGIES INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DECEMBER  31,  1999
-------------------------------------------------------------------------------

NEW  ACCOUNTING
PRONOUNCEMENTS     In  June  1998,  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities",  was  issued.  SFAS  No.  133  required
companies to recognize all derivatives contracts as either assets or liabilities
on  the  balance sheet and to measure them at fair value.  If certain conditions
are  met,  a derivative may be specifically designated as a hedge, the objective
of  which  is  to  match  the  timing of gain or loss recognition on the hedging
derivative  with  the  recognition  of  (i) the changes in the fair value of the
hedged  asset  or liability that are attributable to the hedged risk or (ii) the
earnings  effect  of  the  hedged  forecasted transaction.  For a derivative not
designated  as a hedging instrument, the gain or loss is recognized in income in
the  period  of  change.  SFAS  No.  133 is effective for all fiscal quarters of
fiscal  years  beginning  after  June  15,  2000.
     Historically, the Company has not entered into derivatives contracts either
to  hedge  existing risks or for speculative purposes.  Accordingly, the Company
does  not  expect adoption of the new standards on January 1, 2001 to affect its
financial  statements.

<PAGE>

                                               MERLIN SOFTWARE TECHNOLOGIES INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                               NOTES TO THE FINANCIAL STATEMENTS
DECEMBER  31,  1999
-------------------------------------------------------------------------------



1.     NATURE  OF  BUSINESS  AND  CONTINUED  OPERATIONS

The  Company  was  incorporated  in the state of Nevada on June 25, 1999 for the
purpose  of the development of Linux-based software utilities and other business
management  software.  In  January  2000,  the  Company's principal stockholders
entered into a letter of intent with Merlin Software Technologies International,
Inc.  ("Merlin  Pubco",  formerly  Austin Land & Development, Inc.) (Note 2), an
inactive  Nevada  company,  which  would  result  in  the  Company  becoming  a
wholly-owned  subsidiary  of  Merlin Pubco.  The common stock of Merlin Pubco is
traded  on  the  National  Association  of  Securities  Dealers Over-the-Counter
Bulletin  Board  ("NASD  OTC:BB")  and  was  registered  with the Securities and
Exchange  Commission  in  the  United  States.

These  accompanying  financial  statements have been prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the satisfaction of
liabilities  and  commitments  in the normal course of business.  As at December
31,  1999,  the  Company has recognized no revenue and has accumulated operating
losses  of  $616,628  since  incorporation.  The  continuation of the Company is
dependent  upon  the  conclusion of the share exchange with Merlin Pubco and the
continuing  financial  support  of  creditors  and  stockholders  and  obtaining
long-term  financing  as  well  as  the  successful development of the Company's
software  and  achieving  a profitable level of operations.  Management plans to
raise  equity  capital to finance the operations and capital requirements of the
Company.  It  is  management's  intention  to  raise  new  equity  financing  of
approximately $25 million within the upcoming year.  Amounts raised will be used
to  further  development  of the Company's product, to provide financing for the
marketing  and  promotion  of  its  products,  to  secure products and for other
working  capital  purposes  including hardware and software upgrades.  While the
Company  is  expending  its best efforts to achieve the above plans, there is no
assurance  that any such activity will generate funds that will be available for
operations.

These conditions raise substantial doubt about the Company's ability to continue
as  a  going concern.  These financial statements do not include any adjustments
that  might  arise  from  this  uncertainty.

2.     REVERSE  ACQUISITION  OF  MERLIN  PUBCO

On  January  14,  2000,  the Company's principal stockholders signed a letter of
intent  with  Merlin Pubco, an inactive Nevada company whose common stock trades
on  the  NASD  OTC:BB.  The  letter  of  intent  will form the basis for a share
exchange  agreement  with  the  parties  subject  to the satisfaction of certain
specified conditions.  Terms of the agreement have Merlin Pubco acquiring all of
the issued and outstanding shares of the Company at the closing date in exchange
for  an equal number of shares in Merlin Pubco.  Merlin Pubco will also exchange
stock  options  and warrants outstanding in the Company for commitments to issue
its  stock  under  similar  terms  to  those  existing  in  the  Company.

<PAGE>

                                               MERLIN SOFTWARE TECHNOLOGIES INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                               NOTES TO THE FINANCIAL STATEMENTS
DECEMBER  31,  1999
-------------------------------------------------------------------------------

2.     REVERSE  ACQUISITION  OF  MERLIN  PUBCO  -  CONTINUED

The transaction will be accounted for as a recapitalization of the Company using
accounting  principles  applicable  to  reverse acquisitions.  Following reverse
acquisition accounting, financial statements subsequent to the closing date will
be  presented  as  a continuation of the Company.  The net book value of the net
assets  of  Merlin  Pubco at December 31, 1999 was $Nil as Merlin Pubco has been
inactive  since  its  incorporation in 1995.  Accordingly, the value assigned to
common  stock  issued  by  Merlin  Pubco  for  the acquisition of the Company is
expected  to  be  $Nil.

3.     FIXED  ASSETS

<TABLE>
<CAPTION>

                                      ACCUMULATED     NET BOOK
                            COST      DEPRECIATION    VALUE

<S>                     <C>           <C>            <C>
Computer hardware. . .  $     46,567  $       3,880  $42,687
Furniture and fixtures        36,516          1,826   34,690
Computer software. . .         8,428          2,107    6,321
Trademarks . . . . . .         3,017            151    2,866
                        ------------------------------------
                        $     94,528  $       7,964  $86,564
                        ------------------------------------
</TABLE>

4.     DEMAND  LOANS  PAYABLE

To  December  31,  1999,  the  Company  received unsecured, non-interest bearing
demand  bridge  loans totalling $210,000 from subscribers to a private placement
in  Merlin  Pubco.  On  January  5,  2000, a further $80,000 was advanced to the
Company  by  these  subscribers.  The  demand loans were repaid later in January
2000.

5.     DUE  TO  MERLIN  SOFTWARE  TECHNOLOGIES  INTERNATIONAL,  INC.

In  December  1999,  the  Company received $675,000 from Merlin Pubco out of the
proceeds of a $1.275 million private placement expected to be completed in 2000.
The  amounts  were  advanced on an unsecured, non-interest bearing basis with no
specific terms of repayment.  The remaining $600,000 from this private placement
was advanced to the Company by Merlin Pubco in January 2000 under similar terms.

<PAGE>

                                               MERLIN SOFTWARE TECHNOLOGIES INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                               NOTES TO THE FINANCIAL STATEMENTS
DECEMBER  31,  1999
-------------------------------------------------------------------------------


6.     LOANS  PAYABLE

Additional amounts advanced to the Company were loaned on a non-interest bearing
basis without security and with no specific terms of repayment.  The Company has
agreed  with  the lenders to settle the indebtedness with the issuance of 86,667
units  of  the  Company.  Each  unit consists of one share of common stock and a
warrant  to  purchase one share of common stock at a price of $2 per share until
expiry  in  March  2002.

7.     STOCK  OPTIONS

On  November  1,  1999,  the Company's Board of Directors approved the Company's
1999  Stock Option Plan.  The Plan provides for the granting of stock options to
key  employees  and consultants to purchase up to 3,000,000 common shares of the
Company.  Under  the  Plan,  the  granting  of incentive and non-qualified stock
options,  exercise  prices  and  terms  are determined by the Company's Board of
Directors.  For incentive options, the exercise price shall not be less than the
fair  market value of the Company's common stock on the grant date. (In the case
of  options issued to an employee who owns stock possessing more than 10% of the
voting  power  of  all  classes of the Company's stock on the date of grant, the
option price must not be less than 110% of the fair market value of common stock
on  the  grant date.).  Options granted are not to exceed terms beyond ten years
(5  years  in  the  case  of an incentive stock option granted to a holder of 10
percent of the Company's common stock).  Unless otherwise specified by the Board
of  Directors, stock-options shall vest at the rate of 25% per year starting one
year  following  the  granting  of  options.

In 1999, the Company's Board of Directors approved the granting of 931,000 stock
options  with  an  exercise  price  of  $1  per  share and expiring in 2001.  At
December  31,  1999, 761,000 stock options were granted and remained outstanding
of  which  387,800  were  exercisable  on that date.  Subsequent to December 31,
1999,  the  Company  granted  a  further 20,000 options under the same terms and
entered  into  an employment agreement committing to grant 150,000 options under
the same terms.  The options granted vest over periods from the date of grant to
12  months  subsequent  to  commencement  of  services.

Pro-forma  information  regarding  Net Loss and Loss per Share is required under
SFAS  No.  123,  and has been determined as if the Company had accounted for its
stock  options  under  the fair value method of SFAS No. 123.  The fair value of
options granted in the period ended December 31, 1999 was $0.08.  The fair value
of  these  options  was estimated at the date of the grant using a Black-Scholes
option  pricing model with the following assumptions:  no dividends, a risk-free
interest  rate  of  5.45%, volatility factor of the expected market price of the
Company's  common  stock  of  0.001  and a weighted average expected life of the
options  of  18  months.
Under the accounting provisions of SFAS No. 123, the Company recorded in general
and  administration expense for 1999 an amount of $12,022 representing the value
of  options  granted  to  consultants  during  the  period.  Additionally,  the
Company's  Net  Loss  and  Loss  per  Share  on  a  pro-forma  basis  would  be
approximately  $659,000  and  $0.09  for  the  period  from  June  25,  1999
(incorporation)  to  December  31,  1999.

<PAGE>

                                               MERLIN SOFTWARE TECHNOLOGIES INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                               NOTES TO THE FINANCIAL STATEMENTS
DECEMBER  31,  1999
-------------------------------------------------------------------------------


8.     INCOME  TAXES

The  tax  effects  of  temporary  differences  that  give  rise to the Company's
deferred  tax  asset  are  as  follows:
                                                                     1999

Tax  loss  carryforwards                                          $   210,000
Valuation allowance                                                  (210,000)
                                                                  ------------
                                                                  $        -
                                                                  ------------

The  provision  for  income  taxes  differs  from the amount estimated using
the federal  statutory  income  tax  rate  as  follows:

                                                                     1999

Provision  (benefit)  at  federal  statutory  rate                $  (210,000)
Increase  in  valuation  allowance                                    210,000
                                                                  ------------
                                                                  $      -
                                                                  ------------

The  Company  evaluates  its valuation allowance requirements based on projected
future  operations.  When  circumstances  change  and  this  causes  a change in
management's  judgement  about  the  recoverability  of deferred tax assets, the
impact  of the change on the valuation allowance is reflected in current income.

At  December  31, 1999, the Company had losses available for income tax purposes
of  approximately  $610,000  which  will  expire  in  2019.

<PAGE>

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

On  March 20, 2000, the Company engaged BDO Dunwoody LLP, Chartered Accountants,
to  audit  its financial statements for the fiscal years ended December 31, 1999
and 1998.  During the Company's two most recent fiscal years, and any subsequent
interim periods preceding the change in accountants, there were no disagreements
with  Barry  Friedman  P.C.,  CPA  on  any  matter  of  accounting principles or
practices,  financial  statement  disclosure,  or auditing scope procedure.  Mr.
Friedman  provided  the  Company  with a letter, dated April 4, 2000, confirming
that  it agreed with the Company's disclosure on Form 8-K in connection with the
change  of  accountants.  The  decision  to  change accountants was based on the
appointment  of  new  directors  to  the  Company's  Board  of  Directors.

The  Company  did not consult BDO Dunwoody LLP, Chartered Accountants, regarding
the  application  of  accounting  principles  to  any  specific  completed  or
contemplated  transaction or the type of audit opinion that might be rendered on
the  Company's  financial  statements.

                                    PART III
ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

The  following  table  and  text sets forth the names and ages of all directors,
executive  officers  and  significant  employees  of the Company as of March 31,
2000.  All  of  the  directors  serve  until  the next Annual General Meeting of
shareholders  and until their successors are elected and qualified, or until the
earlier of death, retirement, resignation or removal.  Subject to any applicable
employment agreement, executive officers serve at the discretion of the Board of
Directors, and are appointed to serve until the first Board of Directors meeting
following  the  annual  meeting  of  shareholders.  Also  provided  is  a  brief
description  of  the business experience of each director, executive officer and
significant  employee  during  the  past  five  years  and  an  indication  of
directorships  held by each director in other companies subject to the reporting
requirements  under  the  federal  securities  laws.

Directors,  executive  officers  and  other  significant  employees:

<TABLE>
<CAPTION>


                                  DATE FIRST ELECTED OR
NAME                         POSITION HELD WITH THE COMPANY            AGE     APPOINTED
------------------  -------------------------------------------------  ---  ----------------
<S>                 <C>                                                <C>  <C>

Robert Heller. . .  Director, CEO, and President                        45  January 19, 2000
                    -------------------------------------------------  ---  ----------------
Gary Heller. . . .  Director, Chief Information Officer and Secretary   44  January 19, 2000
                    -------------------------------------------------  ---  ----------------
Shelley Montgomery  Director, Vice President of Sales and Treasurer     43  January 19, 2000
                    -------------------------------------------------  ---  ----------------
Martin Holt. . . .  Director                                            55  January 12, 2000
==================  =================================================  ===  ================
</TABLE>


The  backgrounds  and  experience of the Company's directors, executive officers
and  other  significant  employees  are  as  follows:

<PAGE>

Robet  Heller,  President  and  Chief  Executive  Officer

Robert  Heller  has  been  the  President of Merlin since its inception in June,
1999.  He  has  been involved in the computer and software industries since 1978
and  in  the  Internet  business  since  1990.  He  has  owned  his own software
consulting  business  for over seventeen years, providing design development and
management  to  key  corporate  accounts throughout the country.  He is also the
President  of B.O.S.S. Systems Inc., a software development and consulting firm,
having served in that capacity since 1986.  He was the President of Express Lane
Communications  Corporation,  an  Internet  service provider, for two years from
1995  until  1997.  For  the  six  years  prior to 1986, Mr. Heller held various
managerial  positions  at Radio Shack, Canada, and Tandy Corporation, U.K. where
he  spent  six  years.

Mr.  Heller  was  educated  in South Africa and England, graduating from Cauldon
College  of  further  education  in  the UK in 1976.  Mr. Heller has completed a
number  of  post  secondary  education  courses through private and professional
institutions.  Mr.  Heller has over eighteen years of experience with UNIX based
software  application  and  development.  He  has  designed,  developed  and
implemented  systems  including  health  care  management  systems,  financial
management  software for automotive dealerships and UNIX based voice and faxmail
server  systems  for InstaFax.  Mr. Heller has also provided consulting services
to  N.C.R.  Corporation, Xerox, Data Processing Managers Association and Unisys,
and  specializes  in  the  analysis  of  business  needs  and  procedures.

Gary  Heller,  Chief  Information  Officer  and  Secretary

Gary  Heller  is  also  the  Vice  President of Engineering of Merlin (since its
inception  in  June,  1999),  and has been involved in the computer and software
industries since the late 1970s.  Since 1985, he has been the President, CEO and
sole  shareholder  for  a  software  consulting and development company known as
Unisource Systems Inc. (a Nevada corporation).  From 1982 until 1985, he was the
Vice President of the Boss Computer Group.  Some of the major companies for whom
Mr.  Heller has provided services include Cylink Corporation, U.S. Department of
Justice, Swiss Bank and Hewlett Packard.  He has been recognized for "Excellence
in  Industry" for the creation of FastBack Plus Unix.  Mr. Heller specializes in
the  creation  of  innovative  new  products  resulting  in  state  of  the  art
technologies.

Mr.  Heller  was  educated  in  South  Africa  and  received initial training in
computers  from  the  armed  forces  where  he  was  involved  in  cartography.

Shelley  Montgomery,  Vice  President  Sales  and  Treasurer

Shelley  Montgomery is also the Vice President of Marketing of Merlin (since its
inception  in  June,  1999),  and has been involved in marketing since the early
1970s.  Between 1998 and January, 1999, Ms. Montgomery was the Vice President of
Marketing  and a director of Agenta Systems Inc.  From 1996 to 1997, she was the
Vice President of Marketing and a director for Express Lane Communications Inc.,
an  Internet  service  provider.  From  1986  until  1996,  Ms.  Montgomery  was
President  and  owner of Medpro Billing Inc., a medical billing service provider
and  franchisor.  Ms.  Montgomery  sold  the  company  in 1996, and successfully
undertook  the  development of an Internet service provider's marketing program,
an  on-line  directory  franchise marketing plan, and a franchise program for an
international  software  company.  Prior to starting Medpro Ms. Montgomery was a
licensed  realtor  and  fund  administrator  with Royal Trust, a division of the
Royal  Bank  of  Canada.

Martin  Holt

Martin  Holt is currently employed as the President of Captain Consulting Corp.,
a  consulting  company  specializing  in consulting services for venture capital
based  companies.  Between  1989  and  1998,  Mr.  Holt was employed as the Vice
President  -  Administration of Britton Capital Corp., a venture capital company
involved  in  management  consulting,  due  diligence,  marketing, promotion and
initial  public  offering  structuring  services.

Robert  Heller  (President/CEO  and  Director  of  the  Company) and Gary Heller
(Secretary/Chief  Information  Officer and Director) are brothers.  There are no
other  family  relationships  between  any  of  the  other Director or Executive
Officers.

<PAGE>

There are no arrangements or understandings between any two or more directors or
executive  officers,  pursuant  to which he/she was selected to be a director or
executive  officer.

None  of  the  Company's  directors,  executive  officers,  promoters or control
persons  have  been involved in any of the following events during the past five
years:

1.     any  bankruptcy  petition  filed by or against any business of which such
person  was  a  general  partner  or executive officer either at the time of the
bankruptcy  or  within  two  years  prior  to  that  time;

2.     any  conviction  in  a  criminal proceeding or being subject to a pending
criminal  proceeding  (excluding  traffic  violations and other minor offenses);

3.     being  subject  to  any  order,  judgment,  or  decree,  not subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently  or temporarily enjoining, barring, suspending or otherwise limiting
his  involvement  in  any type of business, securities or banking activities; or

4.     being found by a court of competent jurisdiction (in a civil action), the
Commission  or  the  Commodity  Futures  Trading  Commission  to have violated a
federal  or  state  securities or commodities law, and the judgment has not been
reversed,  suspended,  or  vacated.

Section  16(a)  Beneficial  Ownership  Compliance

Section  16(a)  of the Securities Exchange Act of 1934, as amended, requires the
Company's  executive officers and directors and persons who own more than 10% of
a  registered  class  of  the  Company's  equity  securities  to  file  with the
Securities  and  Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
common  stock  and  other  equity securities of the Company, on Forms 3, 4 and 5
respectively.  Executive  officers,  directors and greater than 10% shareholders
are required by Commission regulations to furnish the Company with copies of all
Section  16(a) reports they file.  To the best of the Company's knowledge (based
solely  upon a review of the Form 3, 4 and 5 filed), no officer, director or 10%
beneficial  shareholder failed to file on a timely basis any reports required by
Section  16(a)  of  the  Securities  Exchange  Act  of  1934,  as  amended.

ITEM  10.          EXECUTIVE  COMPENSATION.

The  Company's  chief  executive  officer  did  not  receive  any  cash or other
compensation during the fiscal years ended December 31, 1999, 1998 and 1997.  No
other  executive  officer  of  the  Company  received annual salary and bonus in
excess  of  $100,000.

There  were  no grants of stock options or stock appreciation rights made during
the  fiscal year ended December 31, 1999 to the Company's executive officers and
directors.  There  were  no  stock  options outstanding as at December 31, 1999.

The  Company has no formal plan for compensating its directors for their service
in  their  capacity as directors although such directors are expected to receive
in  the  future  options  to  purchase  common shares as awarded by the Board of
Directors  or  (as  to  future  options)  a  Compensation Committee which may be
established.  Directors  are entitled to reimbursement for reasonable travel and
other  out-of-pocket expenses incurred in connection with attendance at meetings
of  the  Board  of  Directors.  The  Board  of  Directors  may  award  special
remuneration  to  any director undertaking any special services on behalf of the
Company  other  than  services  ordinarily  required  of a director.  Other than
indicated  below,  no  director received and/or accrued any compensation for his
services  as  a  director,  including  committee  participation  and/or  special
assignments.

On  March  6, 2000, the Company entered into a management agreement with Shelley
Montgomery,  pursuant  to  which Ms. Montgomery was appointed Treasurer and Vice
President  of  Sales of the Company.  Ms. Montgomery's annual salary is $96,000,
together  with any annual bonuses as may be determined by the Board of Directors

<PAGE>

of the Company.  Ms. Montgomery's management agreement was effective January 19,
2000  and  continues  until  terminated  in accordance with its provisions.  The
Company  is  entitled  to  terminate Ms. Montgomery's employment at any time for
cause  and  on three months written notice (or ten months salary in lieu of such
written  notice)  without  cause.  Pursuant  to  the  terms  of  the  management
agreement,  Ms. Montgomery is entitled to a severance payment of $192,000 or two
years salary, whichever is greater, plus 500,000 common shares should there be a
change  of  control  of  the  Company (as that term is defined in the management
agreement).

On  March  8,  2000, the Company entered into a management agreement with Robert
Heller, pursuant to which Mr. Heller was appointed President and Chief Executive
Officer  of  the Company.  Mr. Heller's annual salary is $120,000, together with
any  annual  bonuses  as  may  be  determined  by  the Board of Directors of the
Company.  Mr.  Heller's  management agreement was effective January 19, 2000 and
continues  until  terminated  in accordance with its provisions.  The Company is
entitled to terminate Mr. Heller's employment at any time for cause and on three
months  written  notice (or twelve months salary in lieu of such written notice)
without cause.  Pursuant to the terms of the management agreement, Mr. Heller is
entitled  to  a  severance payment of $240,000 or two years salary, whichever is
greater,  plus  700,000 common shares should there be a change of control of the
Company  (as  that  term  is  defined  in  the  management  agreement).

On  March  8,  2000,  the  Company entered into a management agreement with Gary
Heller,  pursuant  to  which  Mr.  Heller  was  appointed  Secretary  and  Chief
Information  Officer  of  the  Company.  Mr. Heller's annual salary is $120,000,
together  with any annual bonuses as may be determined by the Board of Directors
of the Company. Mr. Heller's management agreement was effective January 19, 2000
and  continues  until terminated in accordance with its provisions.  The Company
is  entitled  to  terminate Mr. Heller's employment at any time for cause and on
three  months  written  notice  (or twelve months salary in lieu of such written
notice)  without  cause.  Pursuant to the terms of the management agreement, Mr.
Heller  is  entitled  to  a  severance  payment of $240,000 or two years salary,
whichever  is  greater,  plus  700,000 common shares should there be a change of
control  of  the  Company (as that term is defined in the management agreement).

Other  than  as  discussed  above,  the  Company has no plans or arrangements in
respect  of  remuneration received or that may be received by executive officers
of  the  Company  to  compensate  such  officers  in the event of termination of
employment  (as  a  result  of  resignation, retirement, change of control) or a
change  of  responsibilities  following  a change of control, where the value of
such  compensation  exceeds  $100,000  per  executive  officer.

There  are  no  arrangements  or  plans  in  which the Company provides pension,
retirement  or similar benefits for directors or executive officers.  Other than
the management agreements discussed herein, the Company has no material bonus or
profit  sharing  plans pursuant to which cash or non-cash compensation is or may
be  paid  to  the  Company's  directors or executive officers, except that stock
options  may  be  granted  at  the  discretion  of  the  Board of Directors or a
committee  thereof.

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

Beneficial  Ownership

As  used  in  this  section,  the  term "beneficial ownership" with respect to a
security  is  defined by Regulation 228.403 under the Securities Exchange Act of
1934,  as amended, as consisting of: (1) any person who, directly or indirectly,
through  any contract, arrangement, understanding, relationship or otherwise has
or  shares  voting  power  (which  includes  the power to vote, or to direct the
voting  of  such  security)  or  investment  power  (which includes the power to
dispose,  or  to  direct  the disposition of, such security); and (2) any person
who,  directly or indirectly, creates or uses a trust, proxy, power of attorney,
pooling  arrangement  or  any  other  contract,  arrangement  or device with the
purpose or effect of divesting such person of beneficial ownership of a security
or  preventing  the  vesting  of  such  beneficial  ownership.

Each  person  has  sole  voting  and investment power with respect to the common
shares,  except  as  otherwise  indicated.  Beneficial  ownership  consists of a
direct  interest  in  the  common  shares,  except  as  otherwise  indicated.

<PAGE>

As of March 31, 2000, the Company had a total of 4,450,025 common shares ($0.001
par  value  per  common  share) issued and outstanding.  After completion of the
Acquisition,  there will be 12,436,690 common shares issued and outstanding.  On
January  10, 2000, the Company's common stock underwent a forward stock split on
a  1.235:1  basis  for  all  record shareholders, increasing the then issued and
outstanding  shares  from  6,000,000  to 7,410,000 common shares.  In connection
with  the  Acquisition,  the  former  directors  of  the  Company  approved  the
cancellation of 3,809,975 common shares which were held by the then officers and
directors.

As of March 31, 2000, no person known to the Company was the beneficial owner of
more  than  five  percent  (5%)  of the outstanding common shares of the Company
except  the  following:

<TABLE>
<CAPTION>

                                       AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER   BENEFICIAL OWNERSHIP    PERCENTAGE OF CLASS(1)
------------------------------------  -----------------------  ----------------------
<S>                                   <C>                      <C>

Cede & Co.
P.O. Box 222, Bowling Green Station
New York, NY  V5S 3T9. . . . . . . .  3,096,425 common shares                   69.6%
                                      -----------------------  ----------------------
Big Plans Investments Ltd.
Offshore Incorporations Limited
Box 957 Offshore Inc. Centre
Roadtown, Tortola, BVI . . . . . . .  250,000 common shares                      5.6%
                                      -----------------------  ----------------------
Mepol Management S.A.
Akara Bldng., 24
De Castro Street, Wickhams Cay
Roadtown, Tortola, BVI . . . . . . .  400,000 common shares                      9.0%
                                      -----------------------  ----------------------
Dan Maarsman
733 East 12th Avenue
Vancouver, BC, Canada  V5T 2T1 . . .  265,000 common shares                      6.0%
====================================  =======================  ======================
<FN>

(1)     Based  on  4,450,025  common  shares  outstanding  as  of  March  31,  2000.
</TABLE>

As  of  March  31, 2000, no individual director, nor the directors and executive
officers as a group, owned any common shares (beneficially or otherwise), in the
capital  of  the  Company.  In  addition, no shares are issuable pursuant to the
conversion  or  exercise,  as  the  case  may  be,  of  currently exercisable or
convertible  debentures, share purchase warrants and stock options to any of the
directors or executive officers of the Company.  No options have been granted to
directors  of  the  Company  to  date.

Director's  Share  Ownership  Following  the  Acquisition

Following  the  Acquisition and the Share Exchange, the directors of the Company
will  beneficially  own  the  following  common  shares:

<TABLE>
<CAPTION>

<PAGE>

NAME OF DIRECTOR      NUMBER OF COMMON SHARES  PERCENTAGE OF CLASS(1)
                      -----------------------  ----------------------
<S>                   <C>                      <C>

Robert Heller. . . .  2,350,000 common shares                   18.9%
                      -----------------------  ----------------------
Gary Heller. . . . .  2,500,000 common shares                   20.1%
                      -----------------------  ----------------------

<PAGE>

Shelley Montgomery .  1,040,000 common shares                    8.4%
                      -----------------------  ----------------------
Martin Holt. . . . .          0 common shares                    0.0%
                      -----------------------  ----------------------
Directors as a Group  5,890,000 common shares                   47.4%
====================  =======================  ======================
<FN>

(1)     Based on 12,436,690 common shares outstanding on completion of the Share
Exchange.

</TABLE>

Changes  in  Control

The  Company is unaware of any contract or other arrangement, other than January
Letter  of  Intent (see "Item 1:  Business Development of the Company During the
Last  Three Years"), the operation of which may at a subsequent date result in a
change  of  control  of  the  Company.

ITEM  12.          CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Other  than  as  described  below,  there have been no transactions, or proposed
transactions,  which  have  materially  affected  or  will materially affect the
Company  in  which any director, executive officer, or beneficial holder of more
than  10% of the outstanding common stock, or any of their respective relatives,
spouses,  associates  or affiliates, has had or will have any direct or material
indirect  interest.

Present  directors  of  the  Company,  Robert  Heller,  Gary  Heller and Shelley
Montgomery  are  also  directors of Merlin and are accordingly interested in the
January  Letter  of  Intent,  the  Share  Exchange and Acquisition (see "Item 1:
Business  Development  of  the  Company  During  the  Last Three Years" for more
details).

Captain  Consulting  Corp.,  the  principal  of which is Martin Holt, received a
consulting  fee  of  $40,000  from  Merlin  for  consulting  services.

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

Reports  of  Form  8-K

There  were  no  reports  on  Form  8-K  filed  during the Company's last fiscal
quarterly  period  ended  December  31,  1999.

On  February  1, 1999, the Company filed a current report on Form 8-K announcing
the  January  Letter  of  Intent,  the Company's name change from "Austin Land &
Development,  Inc."  to  "Merlin  Software Technologies International Inc.", the
forward  split  of  its  common  shares,  the resignation of Eugene Koppenhaver,
Douglas  Ansell  and  Bruce  N.  Barton from and the appointment of Martin Holt,
Robert  Heller,  Gary  Heller  and  Shelley Montgomery to the Company's Board of
Directors.  On  March  30, 2000, the Company filed an amendment to this Form 8-K
to  include  audited  financial  statements  for  Merlin  in connection with the
Acquisition.  Prior  to  the Acquisition, the Company was not operating, and had
no assets and no revenue during 1999.  The pro-forma financial statements, which
serve  to  state  the  results of 1999 as if Merlin and the Company had combined
operations  during 1999, therefore, will not differ in any material way from the
audited  financial  statements of Merlin; therefore, the Company did not include
separate  pro-forma  financial  statements.

On  March  28,  2000,  the Company filed a current report on Form 8-K announcing
that it had engaged BDO Dunwoody LLP as its independent accountants to audit its
financial  statements.

<PAGE>

Financial  Statements  Filed  as  Part  of  the  Annual  Report:

The  Company's  Audited  Financial  Statements  include:
     Report  of  Independent  Accountants,  dated  March  24,  2000.
     Balance  Sheet  at  December  31,  1999.
     Statement of Operations for the Years Ended December 31, 1999 and 1998, and
for  the  period  from  August  30,  1995  (inception)  to  December  31,  1999.
     Statement  of  Changes  in Capital Deficit for the Years Ended December 31,
1999  and  1998, and for the period from August 30, 1995 (inception) to December
31,  1999.
     Statement  of Cash Flows for the Years Ended December 31, 1999 and 1998 and
for  the  period  from  August  30,  1995  (inception)  to  December  31,  1999.
     Summary  of  Significant  Accounting  Policies.
     Notes  to  the  Financial  Statements.

Merlin's  Audited  Financial  Statements  include:
     Auditor's  Report  of  BDO  Dunwoody  LLP,  dated  February  18,  2000.
     Comments  by  Auditors  for  U.S.  Readers  on  Canada  -  U.S.  Reporting
Differences,  dated  February  18,  2000.
     Balance  Sheet  at  December  31,  1999.
     Statement  of  Changes in Capital Deficit for the period from June 25, 1995
(inception)  to  December  31,  1999.
     Statement  of  Operations  for the period from June 25, 1995 (inception) to
December  31,  1999.
     Statement  of  Cash  Flows for the period from June 25, 1995 (inception) to
December  31,  1999.
     Summary  of  Significant  Accounting  Policies.
     Notes  to  the  Financial  Statements.

Exhibits  Required  by  Item  601  of  Regulation  S-B

(3)     Articles  of  Incorporation  and  By-laws:
     3.1     Articles of Incorporation of the Company (incorporated by reference
from  the  Company's  Form  10-SB Registration Statement, filed August 31, 1999)
     3.2     Bylaws of the Company (incorporated by reference from the Company's
Form  10-SB  Registration  Statement,  filed  August  31,  1999)
     3.3     Certificate  of  Amendment  to  Articles  of  Incorporation  of the
Company,  dated  January  7,  2000
     3.4     Corporate  Charter  of  the  Company,  dated  March  27,  2000
     3.5     Articles  of  Incorporation  of  Merlin,  dated  June  25,  1999
     3.6     Bylaws  of  Merlin,  dated  June  25,  1999
     3.7     Corporate  Charter  of  Merlin,  dated  June  25,  1999

(10)     Material  Contracts
     Merlin  Software  Technologies  International,  Inc.
     10.1     Letter  of  Intent,  dated  January 14, 2000, between the Company,
Merlin,  Robert  Heller,  Gary  Heller  and  Shelley  Montgomery
     10.2     Management  Agreement,  dated  March  6,  2000,  between  Shelley
Montgomery  and  the  Company
     10.3     Management  Agreement,  dated March 8, 2000, between Robert Heller
and  the  Company
     10.4    Management Agreement, dated March 8, 2000, between Gary Heller and
the  Company
     10.5     Share  Exchange  Agreement,  dated  April 3, 2000, between the
Company, Merlin,  Robert  Heller,  Gary  Heller  and  Shelley  Montgomery
     Merlin  Software  Technologies  Inc.
     10.6     Stock Option Agreement, dated November 1, 1999, between Haide-Anne
James  and  Merlin
     10.7     Stock  Option  Agreement,  dated November 1, 1999, between Brandon
Montgomery  and  Merlin
     10.8     Stock  Option  Agreement,  dated November 1, 1999, between William
Heller  and  Merlin
     10.9     Stock  Option Agreement, dated November 1, 1999, between Dae Kyung
Kim  and  Merlin
     10.10     Stock  Option  Agreement,  dated  November  1,  1999,  between
Chang-Cheng  Chao  and  Merlin
     10.11     Stock  Option  Agreement,  dated  November  1, 1999, between Gary
Heller  and  Merlin
     10.12     Stock  Option  Agreement, dated November 1, 1999, between Shelley
Montgomery  and  Merlin
     10.13     Stock  Option  Agreement,  dated November 1, 1999, between Robert
Heller  and  Merlin
     10.14     Stock  Option  Agreement, dated November 1, 1999, between Douglas
West  and  Merlin
     10.15     Stock  Option Agreement, dated November 1, 1999, between Patricia
Negus  and  Merlin
     10.16     Stock  Option  Agreement, dated November 1, 1999, between William
Negus  and  Merlin
     10.17     Stock Option Agreement, dated November 1, 1999, between Hank Inc.
and  Merlin
     10.18     Stock  Option Agreement, dated November 1, 1999, between Alastair
King  and  Merlin
     10.19     Stock  Option  Agreement, dated November 1, 1999, between Crystal
Gross  and  Merlin
     10.20     Stock  Option  Agreement, dated November 1, 1999, between Alireza
Admadi  and  Merlin
     10.21     Merlin  Software  Technologies  Inc.  1999  Stock  Option  Plan,
approved  November  1,  1999
     10.22     Consulting  Agreement,  dated  December 1, 1999, between Alastair
King  and  Merlin
     10.23     Consulting  Agreement,  dated February 5, 2000, between Hank Inc.
and  Merlin

<PAGE>

     10.24     Consulting  Agreement,  dated March 2, 2000, between Douglas West
and  Merlin
     10.25     Consulting Agreement, dated March 3, 2000, between William Heller
and  Merlin
     10.26     Consulting  Agreement,  dated  March  5,  2000,  between  Negus
Communications  Inc.  and  Merlin
     10.27     Reseller  Agreement,  dated  March  7,  2000,  between Merlin and
LinuxMall.com
     10.28     Reseller  Agreement,  dated  March  20,  2000, between Merlin and
Impera  SoftwareCorp.
     10.29     Reseller  Agreement,  dated  March  23,  2000, between Merlin and
Hanmi  Information  &  Communications  Co.  Ltd.
     10.30     Reseller  Agreement,  dated  March  28,  2000, between Merlin and
Beyond  2000  Solutions
     10.31     Reseller  Agreement,  dated  March  28,  2000, between Merlin and
LinuxPlaza
     10.32     Reseller  Agreement,  dated March 28, 2000, between Merlin and IU
Sotfware
     10.33     Distribution  Agreement,  dated February 15, 2000, between Merlin
and  Ebiz  Enterprises  Inc.  (dba  TheLinusStore.com)
     10.34     Business  Partner  Agreement,  dated  February  17, 2000, between
Merlin  and  Caldera  Systems,  Inc.
     10.35     Distribution  Agreement,  dated  February 8, 2000, between Merlin
and  Koch  Media  Ltd.  (dba  Koch  Distribution)
     10.36     Reseller  Agreement,  dated February 22, 2000, between Merlin and
G.T.  Enterprises
     10.37     Software  License, OEM and Distribution Agreement, dated February
22,  2000,  between  Merlin  and  TurboLinux,  Inc.
     10.38     Reseller  Agreement,  dated  March  7,  2000,  between Merlin and
Programmers  Paradise  Inc.
     10.39     Reseller  Agreement,  dated  March  1,  2000,  between Merlin and
Cosmos  Engineering  Co.
     10.40     Reseller  Agreement,  dated  March  1,  2000,  between Merlin and
Italsel  SRL
     10.42     Reseller  Agreement,  dated  February 4, 2000, between Merlin and
Circadian  Software
     10.43     Reseller  Agreement,  dated  April  4,  2000,  between Merlin and
eLinux.com

(27)     Financial  Data  Schedule

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


Date:     April  13,  2000
MERLIN  SOFTWARE  TECHNOLOGIES
  INTERNATIONAL,  INC.

     By: /s/ Robert Heller
          Robert  Heller,  President,  CEO  and  Director

     By: /s/ Gary Heller
     Gary  Heller,  Secretary,  Chief  Information  Officer
and  Director

     By: /s/ Shelley Montgomery
     Shelley  Montgomery,  Treasurer,  Vice  President
of  Sales  and  Director

     By:  /s Martin Holt
          Martin  Holt,  Director