<PAGE>


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

                                   FORM 10-KSB

(Mark  One)
[X]     Annual Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange
        Act  Of  1934

        For  the  fiscal  year  ended  DECEMBER  31,  2001

[ ]     Transition  Report  Under  Section  13  Or  15(D)  Of  The Securities
        Exchange  Act  Of  1934

        For  the  transition  period  from  _____  to  _____

COMMISSION  FILE  NUMBER:  333-40738

                               MEGAPRO TOOLS INC.
                               ------------------
                 (Name of small business issuer in its charter)

NEVADA                                            91-2037081
------                                            ----------
(State  or other jurisdiction                     (I.R.S. Employer
of incorporation or organization)                 Identification  No.)
---------------------------------                 --------------------

#5 - 5492 Production Boulevard
Surrey, British Columbia     V3S  8P5
(Address of principal executive offices)          (Zip Code)
----------------------------------------          -----------

604-533-1777
-------------------------
Issuer's telephone number


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

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

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE.
                    -----------------------------------------

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

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

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $1,255,515

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.)  $2,327,025  as  of  March  20,  2002
----------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.   7,178,100 Shares of Common Stock as
of  March  19,  2002

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


                                  Page 1 of 31


<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

OVERVIEW

We  are  in  the  business  of  designing, manufacturing and marketing a line of
multi-bit  screwdrivers  known  as  the Megapro screwdrivers.   We are currently
expanding  our  line  of  screwdriver  products  to  include  a  Megapro  Multi
Quick-Change  screwdriver, a Megapro cordless electric screwdriver and a line of
Power2Bits  screwdriver  bits.

Our  screwdriver  products  are  unique screwdrivers that incorporate a patented
retracting  cartridge  that can hold multiple screwdriver bits.  We are licensed
to sell our screwdriver products incorporating this patented cartridge design in
the  United  States  and  Canada.  We  have designed our screwdriver products to
offer  enhanced  functionality,  productivity  and  ease of use in comparison to
competing  products  manufactured  by  competitors.

We currently sell our screwdriver products to both the industrial and commercial
tools  market  and the retail tools market in both the United States and Canada.
Our  primarily  business  objectives  are  to:

     (a)  expand sales of our existing Megapro screwdriver products to the
          retail market; and

     (b)  generate sales of our newly developed Megapro Multi Quick-Change
          screwdriver product, our Megapro cordless electric screwdriver product
          and our Power2Bits screwdriver bit products in both the commercial and
          retail markets.

CORPORATE  ORGANIZATION

We  were  incorporated  in December, 1998 under the laws of the state of Nevada.
We  conduct  our  business operations through our two wholly owned subsidiaries,
Mega  Tools  Ltd.  and Mega Tools USA, Inc.  We acquired each of Mega Tools Ltd.
and  Mega  Tools  USA, Inc. on September 30, 1999.  Prior to September 30, 1999,
Mega  Tools  USA,  Inc.  was  operated  as  a  subsidiary  of  Mega  Tools  Ltd.

We  acquired  Mega Tools Ltd. from Ms. Maria Morgan, Envision Worldwide Products
Ltd., Mr. Robert Jeffery, Mr. Lex Hoos and Mr. Eric Paakspuu in exchange for the
issue  of  6,200,000  restricted  shares  of our common stock.  We acquired Mega
Tools  USA,  Inc.  from Mega Tools Ltd. in exchange for the payment of $340,000,
which was satisfied by the issue of a demand promissory note by us to Mega Tools
Ltd.  Our acquisition of Mega Tools USA, Inc. was completed immediately prior to
our  acquisition  of  Mega  Tools  Ltd.  We  had no business assets prior to the
acquisition  of  Mega  Tools  Ltd.  and  Mega  Tools  USA.

Mega  Tools  Ltd.  was  incorporated as a British Columbia, Canada on January 7,
1994.  Mega  Tools  USA,  Inc.  was  incorporated under the laws of the State of
Washington  on  April  18,  1994.

INDUSTRY  OVERVIEW

Our  screwdriver  products  are  hand  tools  that  are  sold in the industrial,
commercial  and  retail  markets.

Industrial  and  Commercial  Tools  Market

The  industrial  and commercial tools market for our screwdriver products is the
market  where  the professional tradesman purchases his tools and supplies.  The
market  includes  electrical, plumbing, industrial and contractor supply stores.
Sales  of  screwdriver  products  to  the  industrial  and commercial market are
through  established  industrial  tool  distributors.

Retail  Tools  Market


                                  Page 2 of 31


<PAGE>



The  retail  market  for  our  screwdriver  products  is characterized by large,
nation-wide  retailers  and big box home center stores.  These retailers include
companies such as Home Depot, Sears, Truserve, Ace Hardware, Target and WalMart.
The  consumers who purchase hand tool products from these retailers include both
professional  tradesmen  and  home  consumers.  We  estimate  that  sales  of
screwdriver  products  to  this  retail  market  are approximately ten times the
number  of  sales of screwdriver products to the industrial and commercial tools
market.

We believe that the retail tools market has changed dramatically in recent years
with  the  emergence of large home center stores owned by nation wide retailers.
Management  believes  that these large home center stores offer us a significant
business  opportunity because they typically limit their purchases of hand tools
products  to a few leading national brands and promote their own store brands in
order  to  promote  customer  loyalty.   Our objective is establish sales of our
screwdriver products in these large home center stores by both: (a) establishing
our MegaPro screwdriver products as a leading brand of screwdriver products; and
(b)  selling  our  products  under the retailer's own brand name through private
branding.

MEGAPRO  SCREWDRIVER  PRODUCTS

We  currently  have  three  distinct  types  of Megapro screwdriver products, as
follows:

1.     a  line  of  conventional  Megapro  multi-bit  screwdrivers;

2.     a  newly  developed  Megapro  cordless  electric  screwdriver;  and

3.     a  line  of  patented  double ended screwdriver bits known as Power2Bits.

These  product  lines  are  summarized  below.

Conventional  Screwdriver  Product  Lines

We have designed and developed three lines of MegaPro screwdriver products based
on  the patented retractable cartridge mechanism.  Each line of our conventional
screwdriver  products feature a quick-change screwdriver bit system that enables
the user to quickly and easily change screwdriver bits for various applications.
Each  screwdriver is sold complete with industrial quality screwdriver bits that
are  housed  in  the retractable cartridge mechanism.  The retractable cartridge
mechanism  is  stored in the handle of the screwdriver and is easily accessed by
the  user.  Our screwdriver products also incorporate a palm saving rotating cap
and  a  rotating  balance point collar in order to enhance the functionality and
ease  of use of our products in comparison to competing products manufactured by
competitors.

We  have  received  two  prestigious  design  awards for our MegaPro screwdriver
products.  In 1998, we received the Northwest Design Invitational Award from the
Industrial  Designer's  Society  of  America.  In  1997,  we received the Design
Effectiveness  Award  from  the  Financial  Post  magazine  (Canada).

Our  conventional  Megapro  screwdriver  products  include  the  following.

1.     MegaPro  15  in  1  Screwdriver
       -------------------------------

Our  principal  product  is  the  MegaPro 15 in 1 screwdriver.  This is our core
product  line  and  was  our original product.  This line of screwdriver product
features  seven  double-ended  screwdriver  bits that are stored in the patented
retractable  cartridge.  We  have  developed numerous variations of this product
line  in order to sell to distinct markets such as the automotive market and the
electrical  supply  market.  As  an  example, the version of the MegaPro 15 in 1
screwdriver  for  the  automotive  market  includes  specialized  bits  that are
commonly  used in the automotive/ auto-parts industry.  We have also developed a
version  of  the  MegaPro  15  in  1  screwdriver  that  incorporates  bits  for
tamper-proof  screws  that  are used in commercial building to prevent theft and
vandalism.

                                  Page 3 of 31



<PAGE>



2.     MegaPro  Multi  Quick-Change  Screwdriver  (the"Megapro  Multi  Q-C")
       ---------------------------------------------------------------------

We  have  completed  the development of our Megapro Multi Q-C screwdriver.  This
product  is  marketed  as  a  "Quick-Change"  screwdriver  as  the  screwdriver
incorporates  a  locking  quick  change  coupler that will accept all   inch hex
power grooved bits and power tool accessories.  This line of screwdriver product
also  features  seven  double-ended  Power2Bits  that are stored in the patented
retractable  cartridge.   This  product  is  made  in  the  United  States.

We  are  currently undertaking marketing and sales efforts in order to introduce
the  Megapro  Multi Q-C screwdriver to the United States and Canadian retail and
industrial/ commercial markets.  We anticipate that this screwdriver product may
become our primary conventional screwdriver product if the anticipated sales are
realized.

3.     MegaPro  8  in  1  Screwdriver
       ------------------------------

We  completed the introduction of the MegaPro 8 in 1 screwdriver product line in
1999 and started to achieve sales of this screwdriver product in September 1999.
This screwdriver product is presently manufactured in Taiwan.  The main features
of  this  product  line  are:  (a)  the  patented cartridge is loaded with seven
single-ended  bits,  as  opposed  to  double-ended bits; and (b) the screwdriver
shaft  has  a  magnet  that  will  accept  hex power tool accessories.  The main
advantage  of  this  product  line is that all   inch hex power tool accessories
will also work with the MegaPro 8 in 1 screwdriver.  Hex power tools accessories
include  nut  drivers,  socket  adapters  and  other power tool accessories.  We
anticipate  that  this  MegaPro 8 in 1 screwdriver product will be superceded by
our  Megapro  Multi  Q-C  screwdriver  as  the  Megapro Multi Q-C offers greater
functionality  than  this  original  product.

4.     MegaPro  15  in  1  Stainless  Screwdriver
       ------------------------------------------

We  completed  the  introduction  of  the  MegaPro 15 in 1 stainless screwdriver
product  line  in  1999.   The  two  main  features  of  this product line are a
stainless  steel  shaft  and  seven double-ended electroless nickel-plated bits.
These  two  features  give  this  line  of  screwdriver  products  excellent
anti-corrosion  qualities  and  permit  use  of  the  screwdriver  products  in
salt-water environments.  These characteristics make this product line ideal for
the marine environment and for heavy outdoor use.  The principal market for this
product  is  the  marine  and  boating  industry.

Megapro  Cordless  Electric  Screwdriver

We  have  completed  the  design  and  development of our first Megapro cordless
electric  screwdriver products.  These products consist of a stick type cordless
electric  screwdriver  and  a  pistol style cordless electric screwdriver.  Each
screwdriver  incorporates  our patented quick-change screwdriver bit system that
enables  the  user  to  quickly  and  easily change screwdriver bits for various
applications.  Each  screwdriver  will  include  seven  double  ended Power2Bits
screwdriver  bits.  The  initial  bit  selection  available  for  these  two
screwdrivers  will  be  a  combination  of  screwdriver and drill bits.  We will
market  these  products to the retail consumer as being products that enable the
consumer  to  work  on  projects  around  the  home  much  faster  and  simpler.

We  plan to complete an initial production run of this product in March 2002 and
our  first  full-scale  production  run  in April 2002.  We have had preliminary
discussions with large retailers regarding introduction of our cordless electric
screwdrivers.  Our  objective  is  to secure large orders for these screwdrivers
for  delivery into retail stores for the important fourth quarter buying season.
We  plan  to  support  this  product  introduction  with a infomercial broadcast
nation-wide  in  the  United  States.  This  infomercial  is  currently  in  the
pre-production  stage  and  we are plann7ng airing the information in the fourth
quarter  of  2002  to  coincide  with  the  Christmas  buying  season.

Power2Bits

                                  Page 4 of 31


<PAGE>



We  have  recently  announced  the  commercial introduction of ours new patented
double  ended  Power  2  Bits  screwdriver products.  These screwdriver bits are
compatible  with  all  of the major brands of power tools, including power tools
manufactured  by Black & Decker, Makita, Bosch and Dewalt.  These Power2Bits are
also  incorporated  into  our  newly  developed  Megapro  Multi  Q-C screwdriver
product.  Power 2 bits will be included as a standard accessory in Megapro's new
cordless  power  tool  line  that  was  announced  last  month.

The Power 2 Bits have been designed to be used with almost any power screwdriver
that  uses  standard  1/4 hex accessories. These products are the first and only
three-way  power bits on the market today. They do not require any special tools
to  be  utilized, only a standard chuck. They also can be used in any power tool
that  uses  a  rapid  load  or quick connect coupler to lock in its accessories.
We plan to sell and private brand these new Power2Bits to leading retailers like
Sears,  Home  Depot,  Lowes Walmart, Ace Hardware, and Menards.  The majority of
screwdriver  bits  sold  through  retail  and industrial tool outlets are single
ended. These new double-ended bits give the consumer two screwdriver bits in one
accessory,  which  is  much  more  versatile  than  a standard single ended bit.
Power2Bits  are  manufactured  to the North American ANSI standard and are rated
59-62  Rockwell  hardness.

Products  Under  Development

We  are  continually  researching  the  development  of new lines of screwdriver
products  and  variations  of our existing lines in order to preserve and expand
our  sales.  These  products  include  the  following:

1.     We are presently in the process of designing a stubby screwdriver that is
shorter  and  more  compact  than our regular MegaPro 15 in 1 screwdriver.  This
screwdriver  is  planned  to include eight distinct screwdriver bits and will be
designed  for  applications  where  the  user  has  limited  space.  We have two
alternative  development  strategies for this proposed product.  We may complete
the  design  and  manufacture of the screwdriver ourselves.  If we completed the
design  ourselves,  we  would  be  able  to  incorporate  our own design for the
screwdriver  body,  but  we  would  incur  all  design and development expenses.
Alternatively,  we  may  acquire  a  stubby  screwdriver body from a third-party
manufacturer.  This  alternative  would  enable  us to complete development at a
lower  cost  and  in  a  quicker  period  of  time,  but  would not enable us to
incorporate  our  own  design  for  the  screwdriver  body.

2.     We are investigating new and innovative ways in which to use the patented
cartridge  design  in  other  tool products.  For example, we are evaluating the
development  of  a  retractable  cartridge  bit  storage  product.

3.     We  are investigating the expansion of our product line by developing and
marketing  various  accessories  for  our current lines of screwdriver products.
For  example,  we  are  evaluating  the  introduction  of  products such as tool
holsters,  replacement  and  accessory  bit  packs  and magnetizer/ demagnetizer
products.  These  proposed products are in the conceptual stage, and we have not
proceeded  with  the  design  of  prototypes  of  these  proposed  products.

The  introduction  of  any  new  product  lines  will  depend  on  many factors,
including:

(a)     the  results  of  our  development  efforts;

(b)     the  perceived  market  acceptance  of  any  new  products;

(c)     the  acceptance  of  new  products  by  our  distributors;

(d)     our  financial  ability  to  manufacture  and  sell  new  products.

Accordingly,  we  can  provide  no  assurance  to  investors  that  we will ever
commercially  manufacture  and  sell  any  of  the  products  presently  under
development.   We  can  also  provide  no  assurance  that  if  we

                                  Page 5 of 31


<PAGE>


attempt  to  commercially manufacture and sell any new products, we will be able
to  achieve  commercial  acceptance  and  sell  any of these potential products.

LICENSE  RIGHTS

We  manufacture  our  MegaPro  screwdriver  products  under license from Winsire
Enterprises  Corporation  pursuant  to  four  separate  license agreements.  The
MegaPro  screwdrivers  incorporate  a patented retractable cartridge design that
allows  for  the  storage of screwdriver bits and drill bits.  The patent on the
retractable  cartridge  design is owned by Winsire and is registered in the name
of  Winsire  under  Canadian  Patent  Number  2,084,270 and United States Patent
Number  5,265,504.  Both  the United States and Canadian patents expire in 2012.
Winsire  has  also obtained patent protection in twelve countries in addition to
Canada  and  the  United  States.

Our  license  agreements with Winsire give us the exclusive right to manufacture
and sell screwdrivers incorporating the patented retractable cartridge mechanism
within  North  America.  The  license  agreements  are comprised of two separate
agreements  between Winsire and Mega Tools, Ltd, our Canadian subsidiary and two
separate license agreements between Winsire and Mega Tools USA, Inc., our United
States  subsidiary.  The  license  agreements  with Mega Tools USA, Inc. governs
sales  of  our  MegaPro  screwdriver  products in the United States Market.  The
license agreements with Mega Tools, Ltd. govern sales of our MegaPro screwdriver
products  in  the Canadian market.  Each of Mega Tools, Ltd. and Mega Tools USA,
Inc.  is  a  party  to  a  license agreement for national accounts and a license
agreement  for  regular accounts.   The license agreements for national accounts
apply  to  sales of our MegaPro screwdriver products to specific national retail
outlets  that  are  listed  in  each  national  accounts license agreement.  The
license  agreements  for  regular  accounts  apply  to  all  other  sales.

We  pay  a royalty to Winsire for each of our screwdriver products sold based on
whether  the  sale  was  made  under  a national accounts license agreement or a
regular account license agreement.  For sales through a national account license
agreement,  we  are required to pay to Winsire a royalty equal to $0.30 for each
screwdriver  product  sold,  subject  to  adjustment  for  inflation.  For sales
through a regular account license agreement, we are required to pay to Winsire a
royalty  equal to $0.45 for each screwdriver product sold, subject to adjustment
for  inflation,  which  is manufactured within the United States or Canada.  For
products  manufactured  outside of the United States or Canada, the royalty will
equal  $0.40 for each screwdriver product sold for the first 100,000 units sold,
and  $0.30 for any units sold in excess of 100,000 units.   The per unit royalty
amounts  will  increase  in  each  subsequent  year  of  each license agreement,
commencing  November  9,  2001, by an amount equal to the percentage increase in
the consumer price index for Vancouver, British Columbia. The license agreements
require  a  minimum  aggregate  royalty  payment  under all four agreements of a
minimum  of  $150,000  in  each  year,  subject  to  adjustment  for  inflation.
Accordingly, if the amount of royalty paid under all license agreements on a per
unit  basis  is  in aggregate less than $150,000, then we are required to make a
payment  of the amount by which the royalty paid on a per unit basis falls short
of  $150,000.  The  minimum  required  amount  of  royalty payments for the year
ending  November  8,  2000 was $150,000.  The minimum required amount of royalty
payments for subsequent years, commencing November 9, 2001, will increase by the
percentage increase in the consumer price index for Vancouver, British Columbia.

The  term  of each license agreement will expire on November 8, 2005, however we
have  the  right  to extend the term of each license agreement until December 1,
2032.  Our  option  to extend the license agreements is subject to our paying to
Winsire  renewal  maintenance fees in the amount of $25,000 on November 8, 2002,
$30,000  on  November  8, 2003 and $35,000 on November 8, 2004.  If we renew the
license  agreements,  then  the  "per  unit"  royalty payable under each license
agreement will continue to increase annually on the basis of the increase in the
consumer  price  index  for Vancouver, British Columbia.  The license agreements
will  continue  to  require  a  minimum  royalty  payment  that will be equal to
$150,000  in  aggregate  for all four license agreements for the years ending on
November  8,  2006  through November 8, 2012 and $50,000 for the years ending on
December  1,  2012  through December 1, 2032.  All minimum royalty payments will
continue  to  be  subject  to  adjustment  for  inflation.

                                  Page 6 of 31


<PAGE>



Our license agreements with Winsire acknowledge that Winsire is the owner of all
moulds that are used to manufacture the retractable cartridge components used in
our  screwdriver  products.  In  the  event  that  the  licence  agreements  are
terminated for any reason, Winsire will reimburse us for our contribution to the
moulds in amount equal to the invoiced cost less 10% per annum for depreciation.
We are obligated under the license agreement to use one of two manufacturers for
the manufacture of the retractable cartridge components, as directed by Winsire.

Winsire is also the owner of the trademarks Megapro, Megapro 15 in 1 and Megapro
16  In 1.  These trademarks are licensed to us under the license agreements.  We
are  obligated  to  apply  the  trademark  to  all  screwdriver products that we
manufacture.  The  license  of  the  trademark  is  for  the term of the license
agreements.

Sub-License  to  Jore  Corporation

We  entered into two sub-license agreements with Jore Corporation and Winsire in
2000  in  which we granted to Jore Corporation a sub-license of our Canadian and
US  national  accounts  license  agreements.  Under  these  agreements,  Jore
Corporation  has the non-exclusive right to manufacture our screwdriver products
in  North  America  and an exclusive right to sell our screwdriver products to a
number  of  the  national  account  retail outlets.  The national account retail
outlets  will  initially  include  Sears, Sears Canada and Home Depot but may be
extended  by  agreement in writing to include additional national account retail
outlets.  Jore  Corporation  will  pay  to  us  a  unit  royalty per screwdriver
product,  subject  to  the  payment  of  a  minimum annual royalty payment.  The
minimum  annual  royalty payment would be $30,000 for the first year and $60,000
in each subsequent year of the term of the agreement.  The term of our agreement
with  Jore  Corporation  will  expire  on  December  1, 2012, subject to earlier
termination  of  our  head  license agreements with Winsire.  The minimum annual
royalty  payment  is  subject  to  increase in the event that a national account
customer produces and airs a video promotional informercial in the U.S. national
cable  market.  The  minimum  annual  royalty payment will equal $60,000 for the
first year and $120,000 in each subsequent year if an informercial is broadcast,
provided that the minimum royalty payment will be adjusted pro rata according to
the  number  of  days  in  each  year during which the infomercial is broadcast.
Under  these agreements, we and Winsire retain the right to purchase screwdriver
products  manufactured  by Jore Corporation at Jore Corporation's most favorable
price,  less  the  applicable  unit  royalty.

Jore  Corporation  announced  on  May  22,  2001 that it has filed for voluntary
reorganization  under Chapter 11 of the U.S. Bankruptcy Code (the "Code").  Jore
Corporation  is  a  debtor-in-possession  under  the  Code  and is authorized to
operate  its  business  in  the  normal  course,  but  is not able to enter into
transactions  outside the normal course of business without court approval.  The
filing  under  the Code entitles us to terminate our sub-license agreements with
Jore Corporation, at our election.  We have not yet terminated these sub-license
agreements;  however  we  may  choose to terminate at a later date in accordance
with  our  rights  under the license agreements.  If we elect to terminate these
sub-license  agreements,  then  we  plan  to  market  manufacture and market our
products  directly to Sears, Sears Canada and Home Depot or we may enter into an
alternate  sub-license  arrangement.  However, we will not receive the royalties
payable  by  Jore  Corporation  if  we terminate the sub-license agreements.  We
earned  net  royalties from sales completed by Jore Corporation in the amount of
$55,870  during  the  year  ended  December 31, 2000 and $31,643 during the year
ended December 31, 2001.  These net royalty amounts are net of royalties paid by
us  to  Winsire  Enterprises  as  a  result  of  the  sales  completed  by  Jore
Corporation.

INTELLECTUAL  PROPERTY

Our  ability  to  compete  effectively  depends in part on the protection of our
license patent and trademark, each of which is used in the design, marketing and
sales  of  our  screwdriver  products.  We can provide no assurance to investors
that  the  patents  and  trademark  licensed  by  us  will  not  be  challenged,
invalidated,  or  circumvented  by  other  manufacturers.

Our  patent  license agreements with Winsire Enterprises Corporation obligate us
to  maintain a diligent watch for any possible infringements of the patents.  If
we  detect  any potential infringement, then we are

                                  Page 7 of 31


<PAGE>



obligated  to  notify Winsire. We are authorized under the license agreements to
take  appropriate  legal  action  to  restrain  such  infringement,  subject  to
notification  of  Winsire.  Winsire will pay half of the expense of the required
legal  action,  subject  to  a  maximum  liability  of  $35,000.

RESEARCH  AND  DEVELOPMENT

Since  the  screwdriver is produced under a patent license, we work with Winsire
Enterprises Corporation, the owner of the patent, to do research and development
activities.  We  do  not pay any additional amount above the agreed upon license
fee  for any research and development work completed by Winsire.  We do not have
any  estimate of the amount spent by Winsire on research and development for our
products.

We  receive  the  benefit  of  any  improvements  to  our  products made by Jore
Corporation,  as  provided in the sub-license agreement between us and Jore.  We
do  not pay Jore any compensation for any improvements and Jore is not obligated
to  make  any  improvements.


No  portion  of  our  research and development expenses is borne directly by our
customers.

MANUFACTURE  OF  THE  MEGAPRO  SCREWDRIVER  PRODUCTS

We  presently do not have any manufacturing facilities.  Our MegaPro screwdriver
products  are manufactured and assembled under contract by outside manufactures.
The  majority of our products are manufactured in and around South Bend, Indiana
by  various  manufacturers.   We  do not have any exclusive arrangements or long
term  manufacturing  agreements  with  our  manufacturers.

Our  principal  suppliers:

     (a)  Delta Machining Inc. of Michigan, USA provides metal shafts for our
          screwdriver products;

     (b)  SPI Industries of Indiana, USA provides plastic-injected molded parts
          for our screwdriver products;

     (c)  Proto-Print Inc. of Indiana, USA provides assembly, imprinting and
          packaging for our screwdriver products;

     (d)  Loh Torng Hardware, Machine Co. Ltd. of Taiwan provides screwdriver
          bits for our screwdriver products.

MARKETING  AND  DISTRIBUTIONS

We market our products to two very separate and distinct markets; the industrial
and  commercial  tools  market  and  the  national  retail  tools  market.

Industrial  and  Commercial  Tools  Market

We  sell  our screwdriver products to the industrial and commercial tools market
both  in  the  United  States  and Canada.  The majority of our sales are in the
United  States.  Our  sales  are  primarily  to  contractor suppliers, including
industrial,  fastening,  electrical, plumbing, heating, ventilation, maintenance
and  air  conditioning  supply houses and distributors.  Our largest customer is
Cully  Enterprises  who  account  for  more  than  20%  of  our  sales.

Our  sales in the commercial and industrial tools markets have been accomplished
by finding and establishing good relationships with industrial tool distributors
and  manufacturing  sales  representatives.  Our  marketing  efforts  consist of
marketing  and displaying our products at industrial trade shows every year.  We
attend,  on  average,  approximately  six major trade shows each year.  We are a
member  in  good

                                  Page 8 of 31



<PAGE>



standing  with the Specialty Tool and Fastener Distributors Association. We plan
to continue to attend various industrial trade shows every year as this activity
has  proven  to  be  a  successful  marketing  strategy  for  us.

We  commenced  sales  of the MegaPro 15 in 1 screwdriver into the industrial and
commercial  market  in  Canada  and  the United States in 1994.  We expanded our
product  line  in  the  industrial and commercial market with the release of the
tamperproof version of the MegaPro 15 in 1 screwdriver in 1997. Currently, sales
of  screwdriver  products to the industrial and commercial tools market accounts
for  approximately  80%  of  our  sales.

Retail  Market

Our  products are marketed in the United States and Canada in a number of retail
stores,  including  Sears  and  Home  Depot.   Currently,  sales  of screwdriver
products to the retail tools market accounts for approximately 20% of our sales.

We  marketed  our screwdriver products to the retail market under the "Tim Allen
Signature Tool Line" from late 1996 to 1999.   The Tim Allen Signature Tool Line
is  marketed  to  retail  consumers  in  Canada and the United States.  Sales of
products  in  the  Tim  Allen  Signature  Tool  Line,  however, did not meet our
expectations.  Accordingly, we are currently attempting to negotiate a different
arrangement  for  marketing our screwdriver products under the "Tim Allen" name.
We can provide no assurance, however, that we will be able negotiate a different
arrangement  or  that  any  future  amended  arrangement  will  be successful in
increasing  sales.

We also market the patented retractable cartridge to Jore Corporation for use in
a  hybrid  screwdriver  manufactured  by  Jore that is sold to Sears for re-sale
under  the  Craftsman brand name.  We are paid a royalty by Jore Corporation for
each  of  these  screwdrivers  that  are  sold  by  Jore  to  Sears.  The hybrid
screwdriver  products  are  sold  to  the  retail  market.

GROWTH  STRATEGY

Our  objective  is to expand the sales of our MegaPro screwdriver products.  Our
growth  and  operating  strategies  include  the  following  specific  elements:


Maintaining  Our  Base  of  Sales  to the Industrial and Commercial Tools Market

We will continue our marketing and distribution efforts in order to maintain and
expand  sales of our screwdriver products to the industrial and commercial tools
market.  We  will  continue our membership with the Specialty Tools and Fastener
Distributors  Association  and will continue to attend industry trade shows on a
regular  basis.

Increase  Sales  to  the  Retail  Market

We  believe  that we can translate the strong endorsement and acceptance we have
received  from  professional tradesman into strong sales into the retail market.
Accordingly,  the  primarily  element  of  our  plan  to expand our sales is our
planned  expansion  of sales to the retail market.  We have a number of distinct
strategies  for  increasing  sales  to  the  retail  market.

Our primary strategy is to sell products directly to retailers.  We believe that
by  saving  the  cost  of a middleman, the resulting lower price of our products
will  translate  into  more  sales  to  consumers.  We  intend  to implement our
strategy of selling products to retailers by establishing relationships directly
with  retailers.  We  plan  to  attend  key  industry trade conventions that are
traditionally  attended  by  major  national retailers where we will exhibit our
line  of  screwdriver  products.  In  addition,  we  will  attempt  to establish
relationships with the tool buying groups of major retailers so that we can make
sales  presentations to major retailers.  Once we have established relationships
with  national  retailers,  we will then pursue contractual arrangements for the
sale  and  marketing of our screwdriver products in retailers'

                                  Page 9 of 31

<PAGE>

stores. Sales of our screwdriver products may be under our MegaPro brand name or
may  be  under  the  retailers'  own  brand  name.

We  are  also attempting to establish strategic relationships and joint ventures
with  third  parties  for the expansion of sales of our products into the retail
market.  We  have  entered into our sub-licensing agreements with Jore that will
enable  our  screwdriver  products  to be manufactured by Jore and sold to major
retailers  under  the sub-license agreements.  In addition, we are continuing to
pursue an alternate agreement for the sale of our screwdriver products under the
Tim  Allen Signature Line brand name to two key national retailers in the United
States.  Our  objective  in  pursuing  these  strategic  relationships and joint
ventures  is  to  use  the  brand  names,  consumer  recognition and established
distribution  networks  of our potential partners in order to increase our sales
to  the  retail  market.

We  are  also  attempting to sell products to retailers for private branding and
re-sale  under  the  retailer's  brand names.  We believe that a number of major
retailers may be prepared to purchase our screwdriver products for branding with
the retailers' brand names and resale through the retailers' stores.  An example
of  sales  to  retailers  for  private  branding  is the sale of our retractable
cartridge  products  by Jore to Sears under the "Craftsman" name owned by Sears.
The advantage of private branding with major retailers is that we would not have
to  undertake the marketing of our screwdriver products.  The marketing would be
done  by the retailer under his or her own name.  This strategy lowers our costs
of  marketing  our  screwdriver products while being able to take advantage of a
major  retailer's  large  retail  customer  base.

Expand  our  Product  Line

We will continue to work towards the expansion of our product line by developing
and  marketing  new products.  We view the continued development of new products
as  being  essential to our ability to maintain and attract new market share for
our  screwdriver  products.

COMPETITION

We  compete  for  sales  of  our screwdriver products with many established tool
manufacturers  who  have  significantly  greater  financial,  technical,
manufacturing,  sales  and  marketing  and  support resources than we do.  These
competitors  include American Tool, Coopers Industries, Inc., the Stanley Works,
Enderes  and  Picquic.  These  competitors  own  well-known  brands, enjoy large
end-user  bases  and  benefit  from long-standing customer relationships.  These
competitors  offer  products that are similar to our screwdriver products or are
different  products  with  similar  functionalities,  such  as cordless electric
screwdrivers.   Our  strategy to compete with these established manufacturers is
to  design  our  screwdriver  products  to  offer functionality, ease of use and
performance  that  exceeds  the  functionality,  ease  of use and performance of
products  offered  by  our  competitors.

In  addition to having established recognition with consumers, many of our major
competitors  have  established  distribution  relationships  within  the  US and
Canada.  These  established distribution relationships may make it difficult for
us to open new relationships and enter into sales agreements with major national
retailers.  Retailers  typically  have a limited amount of shelf space available
for  screwdriver  products.  Accordingly,  a  decision by a retailer to sell our
products  may require that the retailer stop selling the screwdriver products of
a competing manufacturer.  We are attempting to establish relationships directly
with  national retailers with the objective of encouraging retailers to sell our
screwdriver  products  along  with  or  instead  of products manufactured by our
competitors.

We  also  compete for sales of our screwdriver products with lower-cost imported
screwdriver  products which are manufactured by foreign competitors.  We believe
that  these  products  generally  do  not  offer the features and quality of our
screwdriver  products  but  may  be  sold  to  consumers  at  prices  that  are
significantly  less  than  the  prices  that we are able to sell our screwdriver
products.  Our  method of competing with these low cost manufacturers is to keep
the  quality of our screwdriver products high and to manufacture our screwdriver
products  in  the  United  States  whenever  possible.   We believe based on

                                  Page 10 of 31

<PAGE>

our  experience that purchasers of high-end screwdriver products will base their
choice  on  quality  over  price  and  have  a  preference for products that are
manufactured  in  the  United  States

We  also  face  competition  from  manufacturers  who  are marketing and selling
cordless  electric screwdrivers.  Cordless electric screwdrivers offer the added
convenience  of motor assisted drive; however, these products are generally sold
at  a  significantly  greater  expense  to  the  consumer  than  our screwdriver
products.  We  are  taking  advantage  in  the  growth  of  cordless  electric
screwdriver  products  by  manufacturing  a patented bit cartridge that would be
incorporated  into  the  design  of  a  cordless  electric  screwdriver.

EMPLOYEES

As  of  March  20,  2002, we employed four full-time employees and two part-time
employees.  All  of  our  employees  are  employed  at  our facility in Langley,
British  Columbia,  Canada.  No  employees  are covered by collective bargaining
agreements,  and  we  have  never  had  a  work  stoppage.

RISK  FACTORS

An  investment  in  our common stock involves a high degree of risk.  You should
carefully  consider  the risks described below and the other information in this
Form  10-KSB and any other filings we may make with the United States Securities
and  Exchange  Commission in the future before investing in our common stock. If
any  of  the  following risks occur, or if others occur, our business, operating
results  and financial condition could be seriously harmed. The trading price of
our  common  stock could decline due to any of these risks, and you may lose all
or  part  of  your  investment.

If  We Are Not Successful In Increasing Sales Of Our Screwdriver Products To The
Retail Market, Then We May Not Earn Sufficient Revenues To Cover The Cost Of Our
Expansion  And  Our  Business  And  Financial  Condition  May  Be  Harmed.

Currently,  we  earn  approximately  80%  of  our  revenues  from  sales  of our
screwdriver  products  to  the  industrial  and commercial tools market.  We are
planning  significant  growth  in  the sales of our screwdriver products and the
number  of  screwdriver  products  we  offer  for  sale.  Our  planned  business
expansion  contemplates  increasing  sales  of  our  screwdriver products to the
retail tools market as we estimate that the retail tools market is approximately
ten  times  the size of the industrial and commercial tools market. This planned
growth  will  require  us  to hire additional personnel, increase our production
capacity,  and  generally  expand  our business operations.  This expansion will
result  in  our  operating  costs  increasing.  If  we  are  not  successful  in
increasing  our  sales  to  the retail tool market in an amount that exceeds our
increased  operating  costs,  then  our  business  will be harmed.  In addition,
continued growth could strain our management, production, engineering, financial
and  other  resources.  Any  failure  to  manage  this  expansion  could  have a
materially  adverse  effect  on  our business financial condition and results of
operations,  such as an increase in expenses or a decrease in profit margins and
net  income.

Our  Inability To Obtain Acceptance Of Our New Products In The Marketplace Could
Adversely  Affect  Our  Ability  To  Generate  New  Revenues  And New Customers.

We  are  in  the  process  of developing new products that are variations of our
current  line  of screwdriver products.  These new products include our cordless
electric screwdriver product, our Multi Quick-Change screwdriver product and our
line  of Power 2 Bits screwdriver bits.   Our future success will depend in part
on  our  ability  to generate consumer acceptance of these new products.  We can
provide  no assurance that our distributors will accept our new products or that
they  will  obtain  market acceptance by the ultimate purchasers.  Acceptance of
our  new  products  will  depend  on:

*     products  introduced  by  our  competitors;
*     the  success  of  our  marketing  efforts;
*     our  success  in  establishing  distributors  for  our  new  products; and
*     the  functionality,  quality  and  pricing  of  our  new  products.

                                  Page 11 of 31

<PAGE>

If  we  are  not  successful in achieving market acceptance of our new products,
then  our  business prospects, financial condition and operating results will be
harmed  as  a  result  of  the increased costs we will incur in developing these
products  and  our  inability  to  generate  increased revenues from their sale.

If  We  Lose  Any  Of  Our  Large  Customers,  Our  Revenues Could Substantially
Decrease.

Most  of  our  sales  of screwdriver products are derived from a small number of
customers.  Sales  to  Cully  Enterprises,  our  largest customer, accounted for
20.4%  of our net revenues in 2001 and 16.3% of our net revenues in 2000.  Sales
to  our second largest customer accounted for 10.9% of our net revenues in 2001.
A  significant  decrease in sales to, or the loss of, any of our major customers
would  have  a  material  adverse  effect  on  our business prospects, operating
results  and  financial  condition,  such  as a substantial decline in revenues.

If  We Fail To Develop New Distribution Channels, Then Our Revenue Growth May Be
Diminished  And  Our  Business  And  Financial  Condition  May  Be  Harmed.

We  cannot ensure that we will be able to develop new distribution channels that
will  be  required  to  penetrate the retail market or that this growth strategy
will  be  implemented successfully. Our growth depends on our ability to develop
new  distribution  channels  in  order to sell our product in the retail market.
The  challenges  that  we  face  in  developing  new  distribution channels will
include:

*     Establishing  retail  consumer  recognition  of  our  products;

*     Establishing  new  distribution arrangements with experienced distributors
      in  the  retail  market;

*     Managing  existing  relationships  with  our  current  distributors;

*     Displacing relationships that potential new distributors have with current
      product  vendors.

Our  failure to develop new distribution channels and our inability to penetrate
the  retail  market  and  generate  future revenues will have a material adverse
effect  on  our  business  prospects, operating results and financial condition.

If  We  Lose  Our President, Mr. Neil Morgan, Our Ability To Manage Our Business
Could  Be  Adversely  Impacted  And  Our Business And Financial Condition May Be
Harmed.

Our performance and future success depends to a significant extent on our senior
management  and  technical personnel; in particular the experience and continued
efforts of Mr. Neil Morgan, the Company's founder, President and Chief Executive
Officer.  The  loss  of  Mr.  Morgan could have a material adverse effect on our
business  prospects.  To reduce our risk from this potential loss of Mr. Morgan,
we  maintain key-man type life insurance for him in the amount of CDN$1,500,000.
We  presently  do  not  have  an  employment  agreement  with  Mr.  Morgan.

As  We Do Not Have Any Long Term Agreements With Our Manufacturers, Our Business
May  Be  Interrupted  And Revenues Lost In The Event That We Are Not Able To Use
Our  Current  Manufacturers  To  Manufacture  Our  Screwdriver  Products.

We  do not manufacture the components used to make our screwdriver products.  We
rely  on  outside  manufacturers  for  the  manufacture of each component of our
screwdriver  products  and  the assembly of our screwdriver products.  We do not
have  long  term  manufacturing  agreements  with  any of our manufacturers.  In
addition,  our  license  agreement with Winsire Enterprises Corporation requires
that  we  use  one  of  two  designated manufacturers for the manufacture of the
patented  cartridge  designs.  If  we are not able to maintain our relationships
with  our  current manufacturers, or if our current manufacturers increase their
cost  of  manufacturing the components comprising our screwdriver products, then
our

                                  Page 12 of 31

<PAGE>

business prospects, operating results and financial condition may be harmed as a
result  of any increased costs or business disruption which we incur as a result
of  establishing  new  manufacturing  relationships.

We  Face  Competition  In  The  Screwdriver  Product Market That Could Adversely
Affect  Our  Sales.

The  screwdriver  product  market  in  which  we  compete is a mature and highly
competitive  market.  Our  competition  includes  many  companies  that  have
significantly  greater  financial, technical, manufacturing, sales and marketing
resources  than we do.  These competitors offer products that are similar to our
screwdriver  products,  or  are different products with similar functionalities.
We  have  designed  our screwdriver products to offer functionality, ease of use
and  performance  that exceeds the functionality, ease of use and performance of
products  offered by our competitors.  However, we can provide investors with no
assurance  that we will be able to compete with our competitors, particularly in
view  of  the  fact  that many of our competitors own well-known brands, enjoy a
large  end-user  base,  have  established  distribution  relationships  and
long-standing  customer  relationships.  Our  failure  to  compete  successfully
against  our  current or future competitors would have a material adverse effect
on  our  business,  operating results and financial condition, including loss of
customers,  decline  in  revenues  and  loss  of  market  share.

If  We  Are  Unable To Obtain Raw Materials Or Components Of Our Products At Our
Current  Prices, Then Our Manufacturing Capability And results Of Operation Will
Be  Adversely  Affected.

We  purchase  raw  materials and key components of our screwdriver products from
third party vendors.  Although there are alternative sources for many of the raw
materials  and components, we could experience manufacturing and shipping delays
if  it  became  necessary  to  replace  current  suppliers or manufacturers.  In
addition, the prices of raw materials supplied by certain vendors are subject to
a  number  of  factors including general economic conditions, competition, labor
costs  and  general  supply levels.  Our inability to obtain reliable and timely
supplies  of  raw  materials  and  components  on  a cost-effective basis, or an
unanticipated change in suppliers or manufacturers could have a material adverse
effect  on  our ability to manufacture our screwdriver products and our revenues
and  profitability.

If  The  Patent  Protection  Of Our Screwdriver Design Is Lost, Our Business And
Financial  Condition  May  Be  Harmed.

Our  ability  to  generate  revenues  and  to  maintain our competitive position
depends  in  part  on the ability of Winsire Enterprises Corporation to maintain
patent  protection  for the cartridge design of our screwdriver products.  These
patents  expire  in  the  Year 2012 in the United States and in the Year 2012 in
Canada.  We  can  provide  no assurance to investors that the patent we licensed
will  not  be challenged, invalidated, or circumvented by other manufacturers in
the  future.

If  We  Are  Found Liable In A Product Liability Lawsuit Arising From The Use Of
Our  Screwdriver  Products,  Our Business And Financial Condition May Be Harmed.

We  face  potential  risk  of  product  liability claims because our screwdriver
products  are  used  in  activities  where  injury  may  occur, including in the
building  and  construction  industries.  Although  we do have product liability
insurance  coverage,  we  cannot  be certain that this insurance will adequately
cover  all  product  liability  claims  or that we will be able to maintain this
insurance  at a reasonable cost and on reasonable terms.  If we are found liable
for damages with respect to a product liability claim and our insurance coverage
is  inadequate  to  satisfy  the claim, then our business, operating results and
financial  condition  could  be  materially  and  adversely  affected.

Because  The  Morgan  Family  And  Worldwide  Envision Products Ltd. Control All
Matters  Requiring Shareholder Approval, There Is A Possibly That They May Cause
The Company To Act Or Refrain From Acting In A Way That Is Inconsistent With The
Best  Interest  Of  Shareholders  Other  Than  Themselves.

Mr.  Neil Morgan, Mrs. Maria Morgan and Envision Worldwide Products Ltd. control
all  matters  requiring  shareholder  approval.  Mr. Neil Morgan, our president,
secretary,  treasurer  and  director,  and  his  spouse,

                                  Page 13 of 31

<PAGE>


Mrs. Maria Morgan, beneficially owned 4,017,600 shares of our common stock as at
March  20,  2002,  representing 55.9% of our outstanding common stock. Worldwide
Envision  Products  Ltd.  owned 1,537,600 shares of our common stock as at March
20,  2002,  representing 21.4% of our outstanding common stock. Mr. Morgan, Mrs.
Morgan  and  Envision  Worldwide  Products  Ltd.  have  executed  a shareholders
agreement  which  provides  that they will vote their shares of the Company such
that  the Board of the Directors of the Company will consist of three directors,
two  of  whom are appointed by Mr. and Mrs. Morgan, and one of whom is appointed
by  Envision Worldwide Products Ltd. Accordingly, the Morgan Family and Envision
Worldwide  Products  Ltd. will have the ability to elect all of the directors of
the  Board  and  will  have the ability to approve or disapprove all significant
corporate  transactions  to  which we are a party. This control over all matters
requiring  shareholder  approval  could  lead  Mr.  and Mrs. Morgan and Envision
Worldwide Products to cause us to enter into agreements, take actions or refrain
from  taking  action  that is in their individual best interests, but not in the
best  interests  of  other  shareholders.

If  We  Issue Additional Shares Of Our Common Stock In Order To Raise Additional
Capital,  Shareholder's  Interests  In  The  Company  Will  Be  Diluted.

We  anticipate  that  we  will  be  required to raise additional equity and debt
capital  in  order  to  expand  our  business operations.  We have no additional
equity or debt financing currently in place.  Financings may not be available to
us  when needed for our expansion or, if available, may be on unfavorable terms.
We  anticipate  that  any additional equity financing will result in dilution to
existing shareholders.  If we are unable to obtain additional financing, then we
anticipate  that  we  will  not  be  able  to complete our business expansion as
projected.  This  inability  to  expand will most likely have a material adverse
effect  on  our  business,  operating  results  and  financial  condition.

Because  There  Is  a  Limited  Market  For  Our  Common Stock, Our Stock May Be
Difficult  To  Sell,  And If A Liquid Market For Our Common Stock Develops, Then
Our  Stock  Price  May  Be  Volatile.

There is a limited market for our common stock and we can provide investors with
no assurance that a liquid market will develop.  If a liquid market develops, we
anticipate  that  the  market  price of our common stock will be subject to wide
fluctuations  in  response  to  several  factors,  including:

1.     consumer  acceptance  of  our  new  products;
2.     actual  or  anticipated  variations  in  our  results  of  operations;
3.     our  ability  or  inability  to  generate  new  revenues;
4.     increased  competition;  and
5.     conditions  and  trends  in  the general economy and the industrial tools
       markets.

Further,  our  common  stock  is  presently  traded on the NASD over the counter
bulletin  board.   Companies  traded  on  the  bulletin board have traditionally
experienced  extreme  price  and  volume  fluctuations.

Because  A  Portion  Of  Our  Operating  Expenses  And  Revenues Are In Canadian
Dollars,  Our  Financial  Results  And  Operating  Condition  May Be Impacted By
Currency  Fluctuations  In The Canadian Dollar In Comparison To The U.S. Dollar.

Our  reporting  currency is the U.S. dollar.  Approximately 85% of our operating
expenses  are incurred in Canadian dollars, as our principal executive office is
located  in Surrey, British Columbia, Canada.  In addition, approximately 36% of
our  revenues  are  earned  from  sales of our screwdriver products in Canada in
Canadian  dollars.  Accordingly,  our  financial results and operating condition
will  be  affected by currency fluctuations in the Canadian dollar in comparison
to  the  U.S.  dollars.

                                  Page 14 of 31

<PAGE>

ITEM  2.     DESCRIPTION  OF  PROPERTY.

Our  head office and administrative services and our primary business activities
are  carried  on  from  premises  that we own at #5 - 5492 Production Boulevard,
Surrey, British Columbia.  The premises are comprised of 2,400 square feet.  Our
phone  number  is  (604)  533-1777.

We  do  not  lease  or  own  any  other  real  property.


ITEM  3.     LEGAL  PROCEEDINGS.

We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.


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

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ending  December  31,  2001.


                                  Page 15 of 31

<PAGE>

                                     PART II


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

Market  Information

Our  shares  are  currently  trading  on  the OTC Bulletin Board under the stock
symbol  MPOT.  The first day on which the Company's shares were traded under the
stock  symbol  MPOT  was November 17, 2001.  The high and the low trades for our
shares  for  each  quarter  of  actual  trading  were:

Quarter                          High                Low
-------                          ----                ---

4th  Quarter  2001               $1.40               $1.10
1st  Quarter  2002  (to  date)   $3.10               $1.08

The  trades  reflect  inter-dealer  prices,  without retail mark-up, markdown or
commission  and  may  not  represent  actual  transactions.

Holders  of  Common  Stock

As  of  the  date  of  March  19,  2002,  there  were  twenty-three  registered
shareholders  of  our  common  stock.

Recent  Sales  of  Unregistered  Securities

We  issued  6,200,000  common  shares  on  September  30,  1999  pursuant to the
acquisition  of   Mega  Tools  Ltd.  from  Ms.  Maria Morgan, Envision Worldwide
Products  Ltd.,  Mr.  Robert Jeffery, Mr. Lex Hoos and Mr. Eric Paakspuu.  These
shares  were  valued  at  $275  for  accounting purposes, representing the total
paid-in  capital  of  Mega Tools Ltd. shares acquired.  These shares were issued
pursuant  to Section 4(2) of the Securities Act of 1933. The 6,200,000 shares of
common  stock  are  restricted  shares,  as  defined  in  the  Act.

We  completed  an  offering  of  350,000  shares  of our common stock to one (1)
purchaser at a price of $0.10 per share on September 30, 1999.  The total amount
received  from  this offering was $35,000. We completed the offering pursuant to
Regulation  S of the Securities Act.  The investor represented to us that he was
a  Non-U.S.  Person  as  defined  in  the  Regulation.  We  did  not engage in a
distribution  of  this  offering in the United States.  The investor represented
his  intention to acquire the securities for investment only and not with a view
toward  distribution.  Appropriate legends were affixed to the stock certificate
issued  in  accordance  with  Regulation S.  In addition, the investor was given
adequate  access  to  sufficient  information  about  us  to  make  an  informed
investment  decision.  None  of  the securities were sold through an underwriter
and  accordingly,  there were no underwriting discounts or commissions involved.
The  investor  was  Mr.  Robert  Jeffery,  one  of  our  10%  shareholders.

We  completed  an  offering  of 115,500 common shares to a total of thirty-three
(33)  purchasers  at  a price of $1.00 per share pursuant to Regulation S of the
Securities  Act  on  November  24,  1999.  The  total  amount received from this
offering was $115,500. Each purchaser represented to us that the purchaser was a
Non-U.S.  Person  as  defined  in  the  Regulation.  We  did  not  engage  in  a
distribution  of this offering in the United States.  Each purchaser represented
their  intention  to  acquire  the securities for investment only and not with a
view  toward  distribution.  Appropriate  legends  were  affixed  to  the  stock
certificates  issued  in  accordance  with  Regulation  S.  In  addition,  all
purchasers were given adequate access to sufficient information about us to make
an  informed  investment  decision.  None of the securities were sold through an
underwriter and accordingly, there were no underwriting discounts or commissions
involved.

                                  Page 16 of 31

<PAGE>

We  completed  an offering of 134,100 common shares to a total of seventeen (17)
purchasers at a price of $1.00 per share pursuant to Rule 504 of Regulation D of
the  Securities  Act  on  May  11,  2000.  The  total  amount received from this
offering  was  $134,100.  Each  purchaser represented their intention to acquire
the  securities  for  investment  only  and not with a view toward distribution.
Appropriate  legends were affixed to the stock certificates issued in accordance
with  Regulation  D.  All  purchasers  were  given adequate access to sufficient
information  about  us  to  make  an  informed investment decision.  None of the
securities  were  sold  through  an  underwriter  and accordingly, there were no
underwriting  discounts  or  commissions  involved.

We  completed  an  offering of 47,500 common shares to a total of seventeen (16)
purchasers at a price of $1.00 per share pursuant to Rule 504 of Regulation D of
the  Securities  Act  on  June  1,  2000.  The  total  amount received from this
offering was $47,500.  Each purchaser represented their intention to acquire the
securities  for  investment  only  and  not  with  a  view  toward distribution.
Appropriate  legends were affixed to the stock certificates issued in accordance
with  Regulation  D.  All  purchasers  were  given adequate access to sufficient
information  about  us  to  make  an  informed investment decision.  None of the
securities  were  sold  through  an  underwriter  and accordingly, there were no
underwriting  discounts  or  commissions  involved.

We granted options to purchase an aggregate of 50,000 shares of our common stock
at a price of $1.50 per share to two of our employees on October 16, 2001.  Each
option  granted  is  for  a  term  expiring  October  16, 2003 and is subject to
vesting.

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

OVERVIEW

We  were  founded  to  design,  market  and  manufacture  innovative  multi-bit
screwdriver  products  under  the Megapro name and incorporating the retractable
cartridge  design  patented  by  Winsire  Enterprises Corporation.  Our business
commenced  in  1994 when we began selling our Megapro 15 in 1 Screwdriver to the
industrial  and  commercial tools market.  Our revenues have grown since 1994 as
we have expanded our product sales in the industrial and commercial tools market
and  have  expanded our line of screwdriver products.  We commenced sales of our
screwdriver  products  to  the retail market in late 1996.  We were able to make
sales  of  our  screwdriver  products  under  the Tim Allen Signature Tool brand
during  1997,  1998  and 1999.  Our business plan is to increase our revenues by
increasing  sales  to  the  retail  market,  while preserving and increasing our
existing sales in the industrial and commercial tools markets.  Our objective is
to  increase  sales  to  the  retail  market  by  pursuing direct sales to major
retailers  and  by  pursuing  private  label  branding  relationships with major
retailers.

Our  expenses  include  salaries  and  employee  benefits, travel and promotion,
commissions  paid  on  the  sales of our screwdriver products and administrative
costs  including  accounting  and legal expenses,depreciation and other expenses
associated  with  our  office in Surrey, British Columbia, Canada.  Our costs of
goods  sold  consist  primarily  of patent royalty payments, payments to outside
manufacturers,  raw  materials, labor, shipping and other manufacturing expenses
associated  with  production  and  packaging of our screwdriver products.  Other
expenses  consist  primarily  of  interest  on  our  long-term  debt.

Our  business  plan is to expand sales of our screwdriver products to the retail
market.  We need approximately $500,000 of capital in order to fund the expenses
associated  with  this  expansion.  These expenses will be focused on generating
sales  of  our  new Megapro Multi Q-C screwdrivers our Megapro electric cordless
screwdrivers and our Power2Bits screwdriver and drill bits.  These expenses will
have  a material impact on our results of operations and financial condition for
future  periods.  We  anticipate  that  our operating expenses will increase and
earnings  will  decrease  initially  as we incur these additional expenses.  Our
objective  is  to increase our revenues as a result of increases in sales to the
retail  market.  We anticipate that any increase in revenues will be realized in
financial  periods  subsequent  to  the  financial  period in which we incur our
increased  operating  expenses.  If we are not successful in increasing sales to
the  retail  market,  then  our increased revenues will not offset our increased
operating

                                  Page 17 of 31

<PAGE>


expenses and our profitability will suffer. In this event, we may be required to
raise  additional  capital  through  debt  or  equity  financing  to pay for our
increased  operating  costs.

RESULTS  OF  OPERATIONS

2001  compared  with  2000

Revenues

Net  revenues  decreased to $1,255,515 for the year ended December 31, 2001 from
$1,525,151  for the year ended December 31, 2000.   We experienced a decrease in
revenues  primarily  due  to  a  decrease  in  sales  of our products in Canada.
Revenues  from  sales  in  the United States decreased slightly to $802,711 from
$824,681  during  this  period,  while  revenues  from sales in Canada decreased
significantly  to  $452,804  from $700,470.  While we experienced an increase in
customers  in the United States, we experienced an off-setting decrease in sales
to  established  customers  that  we  consider  is  attributable  to the general
economic slow-down in 2001.  The decrease in sales in Canada was attributable to
a  decrease in sales to Home Depot Canada and to a general economic slow-down in
Canada.  We  withdrew  sales of our screwdriver products to Home Depot Canada in
the  third  quarter  of  2001.

We  are  attempting  to  increase  revenue  by  launching  additional  products,
including  our  Megapro  Multi  Q-C  screwdriver,  our Megapro cordless electric
screwdriver  and  our  Power2Bits double ended screwdriver bits with grooves for
power  tools.   Any  increased  revenue  from  these  new  products would not be
realized  until  the  second  quarter of 2002.  There is no assurance that these
additional  products  will  enable  us  to  increase  our  revenues.


Costs  of  Goods  Sold  and  Gross  Profit

Cost  of  goods  sold decreased to $862,572 for the year ended December 31, 2001
from  $1,014,566  for the year ended December 31, 2000.  The decrease in cost of
goods  sold is attributable in part to a decrease in sales during 2001.  Cost of
goods  sold  as  a  percentage of sales increased to 68.7% in 2001 from 66.5% in
2000.  This  increase is attributable primarily due to an increase in assembling
and  packaging  costs.  This  increase  in  assembling  and  packaging costs has
resulted  as  we  have  been imprinting drivers for more of our customers and we
have  been  absorbing this cost.  We continue to evaluate means of reducing cost
of  goods  sold  by  having  certain  components  of  our  screwdriver  products
manufactured  by  non-U.S.  manufacturers.  However,  we  have  not  implemented
non-U.S.  manufacturing  as  of  this  date.

Our gross profit decreased to $392,943 for the year ended December 31, 2001 from
$510,585  for  the  year  ended  December  31,  2000, representing a decrease of
$117,642.  The  decrease  in  gross  profits  was  attributable to our decreased
revenues  and  the  increase  in  our  costs  of  goods  sold.

Expenses

Expenses  decreased  to  $528,773  for  the  year  ended  December 31, 2001 from
$736,823 for the year ended December 31, 2000.  The decrease of $208,050 was the
result of a mixture of decreased costs, including wages and benefits, accounting
and  legal,  commissions,  insurance  and  general  office  expenses.

The largest component of the decrease in our general and administrative expenses
is  the  decrease  in  accounting  and legal costs to $69,567 for the year ended
December  31,  2001  from  $167,517  for  the  year  ended  December  31,  2000,
representing  a  decrease  of  $97,950.  We incurred higher accounting and legal
costs  in  2000  due  to  completion of our audited financial statements and the
preparation  for  our  filing of a registration statement with the United States
Securities  and  Exchange Commission.  The majority of this accounting and legal
expense  was incurred during 2000.  These audited financial statements have been
completed  and our registration statement is effective.  However, we continue to
incur  accounting

                                  Page 18 of 31

<PAGE>


and  legal  costs  in  connection  with  our being a reporting company under the
Securities  Exchange  Act  of  1934.

The second largest component of the decrease in expenses was a decrease in wages
and benefits paid.  Wages and benefits were $282,112 for the year ended December
31, 2001 compared to $362,897 for the year ended December 31, 2000, representing
a  decrease in wages in benefits of $80,785. The reduction in wages and benefits
was  the result of a reduction to our Surrey, British Columbia staff by two full
time  employees  at  the  beginning  of  2001.  We have delayed the hiring of an
office manager until such time as we achieve additional financing and pursue our
plan  of  operations  to  expand  our  current business.  We anticipate that our
expenses  will  increase  during the  second quarter of 2002 as we undertake the
product  launch  of  our  new  Multi  Q-C  screwdrivers,  our  cordless electric
screwdrivers  and  our  Power2Bits  screwdriver  bits.

Our  travel  and  promotion  expenses  decreased  to  $59,176 for the year ended
December  31,  2001  from  $105,795  for the year ended December 31, 2000.  This
decrease resulted from a management decision to reduce the number of trade shows
attended by us during the year.  We anticipate that these expenses will increase
in  2002  as  we  undertake  marketing  efforts  for  our  new  products.

Loss  Before  Income  Taxes

Our  loss  before income taxes decreased to $104,499 for the year ended December
31,  2001  from  $182,165 for the year ended December 31, 2000.  The decrease in
our loss before income taxes in the amount of $77,666 was primarily attributable
to  the  fact  that  the  decrease  in  our  general and administrative expenses
exceeded  the  decrease  in  our  gross  profits.

Income  Tax

Income taxes (recoveries) were $5,169 in 2001 as compared to $(35,877) (19.7% of
loss  before income taxes) in 2000.   Differences between the effective rate and
the  statutory  rate  resulted  from  Canadian income taxed at a different rate,
federal  income  taxed  at  a lower rate, an increase in valuation allowance and
permanent  differences  between  accounting  and  taxable  income as a result of
non-deductible  expenses  and  non-taxable  income.

Net  Loss

Our  loss  after  income taxes decreased to $109,668 for the year ended December
31,  2001  from  $146,288 for the year ended December 31, 2000.  The decrease in
our  loss after income taxes in the amount of $36,620 was primarily attributable
to  our  decreased  general  and  administrative  expenses.

FINANCIAL  CONDITION

Liquidity  and  Capital  Resources

Our  cash position was $8,241 on December, 2001, compared to $40,559 on December
31,  2000.  Our  working  capital  position  was  $204,018 on December 31, 2001,
compared  to  $361,172  on  December  31,  2000.

Net  cash  used  in operating activities was $40,894 for the year ended December
31,  2001,  compared to net cash used in operating activities of $55,200 for the
year ended December 31, 2000.  The decrease in cash used by operating activities
resulted  from  the decrease in net loss to $109,688 for the year ended December
31,  2001,  compared  to  a net loss of $146,288 for the year ended December 31,
2000 and a decrease in accounts receivable from $339,850 as at December 31, 2000
to  $197,335 as at December 31, 2001.  The decrease in accounts receivable as at
December  31,  2001  was  primarily as a result of a reduction in the Home Depot
Canada  account.  Inventory  increased  from $315,825 as at December 31, 2000 to
$375,250  as  at December 31, 2001 as we started to stock new products inventory
for  the  Power2Bits  screwdriver  bits  and  the  Multi  Q-C  screwdrivers  in
anticipation  of  2002  sales.  Accrued

                                  Page 19 of 31

<PAGE>


liabilities  decreased  from  $56,952  as  at December 31, 2000 to $27,869 as at
December  31,  2001  as a result of lower accounting and legal costs and related
accruals.

Net  cash  used for investment activities was $5,020 for the year ended December
31,  2001  compared  to  $77,215 for the year ended December 31, 2000.  Net cash
used  in  investment  activities consisted exclusively of property and equipment
purchases, net of property and equipment sales.    The decrease is reflective of
reduced  property  and  equipment  purchases  during  2001.

Net  cash  provided  by  financing  activities  was  $12,577  for the year ended
December  31,  2001,  compared  to  net cash provided by financing activities of
$159,084  for  the  year  ended  December  31,  2000. The cash used in financing
activities  was attributable to the repayment of current portions of our current
long  term  indebtedness, including our bank indebtedness, during the year ended
December  31, 2001.  Cash provided by financing activities during the year ended
December  31,  2001  included an advance by Mr. Neil Morgan, our president and a
director, of $20,000 to us as a loan. This loan is unsecured, is due and payable
on  demand  and  bears interest at the rate of 10.25% per annum with no specific
terms  of  repayment.  Cash  provided by financing activities for the year ended
December  31,  2000  was  primarily  attributable  to sales of our common stock.

Historically,  we  have  funded  our  business  operations  primarily  from  net
operating  income.  We  have  also relied on loans from the Bank of Montreal and
Mr.  Robert  Jeffery,  one of our shareholders, and sales of our common stock to
fund  business  operations.

We  obtained  a  fixed  loan  from  the  Bank of Montreal in 1998.  This loan is
payable  on  demand with an agreed upon repayment schedule requiring payments of
$784  per month, plus interest at the bank's funding rates, plus 1.5% per annum.
The  principal  amount  of  the  outstanding loan was $29,037 as at December 31,
2001,  compared  to  $27,509  as at December 31, 2000.  We repaid a further loan
with  the  Bank of Montreal that was secured by the Company's vehicle during the
third  quarter.  The principal amount of this outstanding loan was $12,484 as at
December  31,  2000  and  has  been  repaid  in  full.

Mr.  Robert Jeffery, one of our shareholders, has advanced us unsecured loans at
an  interest  rate  of  10.25%  per  annum.  The  loans are repayable in full on
October  1, 2002.  Until maturity, we are required to make quarterly payments of
interest  to  Mr.  Jeffery.  The principal amount of this loan was $59,643 as at
December  31,  2001,  compared  to  $66,689  as  at  December  31,  2000.

We  did  not  complete  any  sales  of  our  common  stock  during  2001.

We  will  require  additional  financing  of  $500,000  in order to complete our
planned  expansion  into  the  retail  market and to launch our new products, as
discussed  above  under  the  section entitled plan of operations.  Our revenues
from existing operations are sufficient to cover our current costs of goods sold
and  general  and  administrative  expenses.  We  anticipate  that the new funds
required  to  enable  us to pursue our business expansion will be raised through
private  placement  sales of our common stock.  We have no arrangements in place
for  any  private placement financings and there is no assurance that we will be
able  to  complete  any  private  placement  financings.

We believe that we have sufficient capital resources and liquidity over both the
short  and  long  term  to  sustain  our  business operations.  While we require
additional financing in order to pursue our planned expansion, we do not require
additional financing in order to sustain our present business operations.  If we
are  not  successful  in obtaining additional financing for our planned business
expansion,  then  we  will  scale back our expenditures on the expansion to stay
within  the  funds  available from our current business operations and financing
arrangements.

New  Accounting  Pronouncements

In  June  1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities",  was  issued.  SFAS  No.  133  requires  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

                                  Page 20 of 31

<PAGE>

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 adoption of
the  new  standards  on  January  1, 2001 did not affect the Company's financial
statements.

In  June  2001,  SFAS  No. 141 "Business Combinations" was issued.  SFAS No. 141
requires  that  all  business  combinations  be accounted for using the purchase
method  and  that one of two specified criteria be met in identifying intangible
assets  apart  from goodwill.  Additional disclosures are required in respect to
the  primary  reasons  for  the  business  combination and the allocation of the
purchase  price  paid  to  the  assets acquired and liabilities assumed by major
balance  sheet  caption.  SFAS  No.  141  applies  to  all business combinations
initiated  after  June  30, 2001.  The Company will apply the provisions of SFAS
No.  141  for  any  future  business  combinations.

In  June  2001,  SFAS No. 142 "Goodwill and Other Intangible Assets" was issued.
Under  the  provisions of SFAS No. 142 goodwill and other intangible assets with
an  indefinite life are no longer amortized but will be tested at least annually
for  impairment.  The  statement provides a two step process for estimating fair
value  of the reporting units and measuring the amount of impairment, if any, of
goodwill  and  other  intangible  assets.  SFAS  No. 142 is effective for fiscal
years  beginning  after  December  15,  2001.
The  Company  does  not  expect SFAS No. 142 to have a material  impact on their
financial  statements  because  it  does not have any recorded goodwill or other
intangible  assets.

In  August  2001,  SFAS  No.  144  "Accounting for the Impairment or Disposal of
Long-Lived  Assets"  was issued. This statement establishes a single model based
upon  SFAS  No.  121 for accounting for the impairment or disposal of long lived
assets.  It  supersedes  FASB  Statement No. 121 and the reporting provisions of
APB  Opinion  No. 30 for the disposal of a segment of a business and also amends
certain  provisions  of  ARB  No.  51.  SFAS  No. 144 is effective for financial
statements  issued  for  fiscal  years  beginning  after  December  15,  2001.
Management  believes  that  the  adoption  of SFAS No. 144 will have no material
effect  on  the  Company's  financial  statements.


                                  Page 21 of 31

<PAGE>

ITEM  7.     FINANCIAL  STATEMENTS.


Auditors'  Report

Audited  Consolidated  Financial  Statements  For the Periods ended December 31,
2001  and  December  31,  2000,  including:

     a.   Consolidated Balance Sheets as at December 31, 2001 and December 31,
          2000.

     b.   Consolidated Statements of Operations for the years ended December 31,
          2001 and December 31, 2000.

     c.   Consolidated Statements of Changes in Stockholders' Equity for the
          years ended December 31, 2001 and December 31, 2000.

     d.   Consolidated Statements of Cash Flows for the years ended December 31,
          2001 and December 31, 2000.

     e.   Consolidated Summary of Significant Accounting Policies

     f.   Notes to Consolidated Financial Statements


                                  Page 22 of 31



<PAGE>


               MegaPro  Tools,  Inc.
               Consolidated  Financial  Statements
               For  the  years  ended  December  31,  2001  and  2000
                                                                        Contents
--------------------------------------------------------------------------------


Independent  Auditors'  Report


Consolidated  Financial  Statements


     Consolidated  Balance  Sheets


     Consolidated  Statements  of  Operations


     Consolidated  Statements  of  Changes  in  Stockholders'  Equity


     Consolidated  Statements  of  Cash  Flows


     Summary  of  Significant  Accounting  Policies


     Notes  to  Consolidated  Financial  Statements

<PAGE>

BDO                  BDO Dunwoody LLP              220-19916 - 64th Aveneu
                     Chartered Accountants         Langley BC Canada V2Y 1A2
                     and Consultants               Telephone: (604) 534-8691
                                                   Telefax:  (604) 534-8900
                                                   www.bdo.com


--------------------------------------------------------------------------------
                                                    Independent Auditors' Report
--------------------------------------------------------------------------------

To  the  Board  of  Directors  and  Stockholders  of
MegaPro  Tools,  Inc.


We  have  audited  the  consolidated balance sheets of MegaPro Tools, Inc. as at
December  31,  2001  and  2000  and  the  consolidated statements of operations,
changes  in stockholders' equity and cash flows for the years then ended.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance with United States generally accepted
auditing standards. 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  audits provide a reasonable basis for our
opinion.

In  our  opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2001
and 2000 and the results of its operations and its cash flows for the years then
ended in conformity with United States generally accepted accounting principles.

Chartered  Accountants

/s/ BDO Dunwoody, LLP

Langley,  Canada
March  1,  2002

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                           MegaPro  Tools,  Inc.
                                                     Consolidated Balance Sheets
<S>                                                  <C>        <C>
December 31                                          2001        2000
--------------------------------------------------------------------------------

Assets
Current
  Cash                                                $   8,241   $   40,559
  Accounts receivable (Note 2)                          197,335      339,850
  Income taxes refundable                                17,996       17,996
  Inventories (Note 3)                                  375,250      315,825
  Prepaid expenses                                        7,305        5,220
                                                      ----------------------
Total current assets                                    606,127      719,450

Fixed assets (Note 4)                                   209,112      234,542

Deferred income taxes (Note 11)                          60,012       67,622
                                                      ----------------------

Total assets                                          $ 875,251   $1,021,614
============================================================================
Liabilities and Stockholders' Equity
Current
  Bank indebtedness (Note 5)                           $ 23,839   $   20,109
  Accounts payable                                      241,721      241,224
  Accrued liabilities                                    27,869       56,952
  Director's loan payable (Note 6)                       20,000            -
  Current portion of loans and notes payable (Note 7)    88,680       39,993
                                                      ----------------------


Total current liabilities                               402,109      358,278

Long-term debt
  Loans and notes payable (Note 7)                            -       66,689
                                                      ----------------------


Total liabilities                                       402,109      424,967
                                                      ----------------------


Stockholders'  equity
  Common stock (Note 8)                                   6,847        6,847
  Additional paid-in capital                            361,111      364,528
  Deferred compensation (Note 10)                             -       (3,417)
  Accumulated other comprehensive loss
    Foreign currency translation adjustment             (28,448)     (14,611)
  Retained earnings                                     133,632      243,300
                                                      ----------------------


  Total stockholders' equity                            473,142      596,647
                                                      ----------------------


Total liabilities and stockholders' equity           $  875,251   $1,021,614
=============================================================================

</TABLE>



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



<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                           MegaPro  Tools,  Inc.
                                           Consolidated Statements of Operations

For the year ended December 31             2001         2000
--------------------------------------------------------------------------------
<S>                                     <C>          <C>
Sales                                   $1,255,515   $1,525,151
Cost of goods sold                         862,572    1,014,566
                                         ----------------------
Gross profit                               392,943      510,585
                                         ----------------------

  Expenses
  Accounting and legal                      69,567      167,517
  Automotive                                 5,243        7,568
  Bad debts                                    726        4,296
  Commissions                               49,195       21,870
  Depreciation                              25,994       27,046
  Insurance                                  9,897       10,254
  Office and miscellanous                   13,583       13,162
  Property taxes                             3,208        3,225
  Repairs and maintenance                    1,921        1,947
  Utilities                                  8,151       11,246
  Travel and promotion                      59,176      105,795
  Wages and benefits                       282,112      362,897
                                         ----------------------

                                           528,773      736,823
                                         ----------------------
Operating loss                            (135,830)    (226,238)
                                         ----------------------

Other income (expense)
  Royalties (net)                           31,643       55,870
  Rentals                                    5,905        6,160
  Gain (loss) on sale of fixed assets        5,676       (2,759)
  Interest and bank charges                (11,893)     (15,198)
                                         ----------------------

                                            31,331       44,073
                                         ----------------------

Loss before income taxes                  (104,499)    (182,165)
                                         ----------------------

Income tax expense (benefit) (Note 11)
  Current                                      504        1,504
  Deferred                                   4,665      (37,381)
                                         ----------------------

                                             5,169      (35,877)
                                         ----------------------

Net loss for the year                   $ (109,668)  $ (146,288)
===============================================================

Basic and diluted loss per share        $    (0.02)  $    (0.02)
                                         ======================

Weighted average shares outstanding      6,847,100    6,782,608
                                         ======================

</TABLE>

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



<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                           MegaPro  Tools,  Inc.
                      Consolidated Statements of Changes in Stockholders' Equity
--------------------------------------------------------------------------------
                                                                  Accumulated
                                        Additional                      Other                 Total
                     Common  Stock      Paid-in     Deferred     Comprehensive   Retained  Stockholders'
                    Shares    Amount    Capital    Compensation   Income (Loss)  Earnings     Equity
                    -------------------------------------------------------------------------------------
<S>                 <C>        <C>      <C>        <C>             <C>             <C>         <C>
Balance, December
31, 1999            6,665,500    6,666   144,109               -           3,080     389,588     543,443
Deferred
compensation
(Note 10)
 Stock options issued       -        -    39,000         (39,000)              -           -           -
  Amortization of
deferred compensation       -        -         -          35,583               -           -      35,583
Share capital issued on:
May 11, 2000 $1.00
per share             134,100      134   133,966               -               -           -     134,100
June 1, 2000 $1.00
per share              47,500       47    47,453               -               -           -      47,500
                    -------------------------------------------------------------------------------------
                    6,847,100    6,847   364,528          (3,417)          3,080     389,588     760,626
                    -------------------------------------------------------------------------------------
Foreign currency
adjustment                  -        -         -               -         (17,691)          -     (17,691)
Net loss for the year       -        -         -               -               -    (146,288)   (146,288)
                    -------------------------------------------------------------------------------------
Comprehensive loss
for the year                -        -         -               -         (17,691)   (146,288)   (163,979)
                    -------------------------------------------------------------------------------------
Balance,
December 31, 2000   6,847,100  $ 6,847  $364,528   $      (3,417)  $     (14,611)  $ 243,300   $ 596,647
Deferred
compensation
(Note 10)
  Unvested stock
options expired             -        -    (3,417)          3,417               -           -           -
                    -------------------------------------------------------------------------------------
                    6,847,100    6,847   361,111               -         (14,611)    243,300     596,647
                    -------------------------------------------------------------------------------------
Foreign currency
adjustment                  -        -         -               -         (13,837)          -     (13,837)
Net loss for the year       -        -         -               -               -    (109,668)   (109,668)
                    -------------------------------------------------------------------------------------
Comprehensive loss
for the year                -        -         -               -         (13,837)   (109,668)   (123,505)
                    -------------------------------------------------------------------------------------
Balance, December
31, 2001            6,847,100  $ 6,847  $361,111   $           -   $     (28,448)  $ 133,632   $ 473,142
=========================================================================================================


</TABLE>



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

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                           MegaPro  Tools,  Inc.
                                           Consolidated Statements of Cash Flows
For the year ended December 31                     2001        2000

<S>                                                <C>         <C>
--------------------------------------------------------------------------------
Cash provided by (used in)
Operating activities
  Net loss for the year                            $(109,668)  $(146,288)
  Adjustments to reconcile net loss for the year
  to cash used in operating activities
  Depreciation                                        25,994      27,046
  (Gain) loss on sale of fixed
   assets                                             (5,676)      2,759
  Amortization of deferred
  compensation cost                                        -      35,583
  Deferred income taxes                                4,665     (37,381)
  (Increase) decrease in assets
  Accounts receivable                                134,945      (4,858)
  Income taxes refundable                                  -       5,514
  Inventories                                        (64,336)     53,992
  Prepaid expenses                                    (2,255)      6,014
  Increase (decrease) in liabilities
  Accounts payable                                     2,827     (29,615)
  Accrued liabilities                                (27,390)     32,034
                                                  -----------------------
Cash used in operating activities                    (40,894)    (55,200)
                                                  -----------------------

Investing activities
  Proceeds on sale of fixed assets                    18,406           -
  Purchase of fixed assets                           (23,426)    (77,215)

  Cash used in investing activities                   (5,020)    (77,215)

Financing activities
  Increase in bank indebtedness                        4,667      20,187
  Repayment of loans and notes payable               (12,090)    (42,703)
  Advances from director                              20,000           -
  Share capital issued                                     -     181,600
                                                  -----------------------

Cash provided by financing activities                 12,577     159,084
                                                  -----------------------

(Decrease) increase in cash during the year          (33,337)     26,669
Effect of foreign currency on cash                     1,019     (10,017)
Cash, beginning of year                               40,559      23,907
                                                  -----------------------

Cash, end of year                                  $   8,241   $  40,559
=========================================================================
Supplemental Information
Interest paid                                      $   9,519   $  12,088
Income taxes paid (received)                             504      (4,170)
Non-cash financing activity
- Stock option compensation                                -      39,000
=========================================================================

</TABLE>

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


<PAGE>

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

                                                             MegaPro Tools, Inc.
                                      Summary of Significant Accounting Policies
December  31,  2001  and  2000
--------------------------------------------------------------------------------
Basis  of Presentation

These  consolidated  financial statements are expressed in U.S. dollars and have
been prepared in accordance with accounting principles generally accepted in the
United  States.  These consolidated financial statements include the accounts of
the  Company  and  its wholly-owned subsidiaries, Mega Tools Ltd. and Mega Tools
USA,  Inc.

All  significant  intercompany accounts and transactions have been eliminated on
consolidation.

Foreign  Currency Transactions

The  Company conducts business in both Canada and the United States and uses the
U.S.  dollar  as its reporting currency. Assets and liabilities denominated in a
foreign  currency  are translated at the exchange rate at the period end. Income
statement  accounts  are  translated at the average rates of exchange during the
period. Translation adjustments arising from the use of differing exchange rates
from period to period are included in the Accumulated Other Comprehensive Income
(Loss)  account  in  Stockholders'  Equity.

Use  of Estimates

The  preparation  of  financial  statements  in  accordance  with  United States
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
reporting  period.  Actual results could differ from management's best estimates
as  additional  information  becomes  available  in  the  future.

Inventories

Finished  goods  inventories  are  recorded at the lower of average cost and net
realizable value. Cost includes raw materials, subcontract labour, royalties and
freight  in.  Raw  materials  and work-in-progress inventories are stated at the
lower  of  cost  and  replacement  cost,  where cost is determined on a weighted
average  basis.

Fixed Assets

Fixed  assets  are recorded at cost. Depreciation, based on the estimated useful
life  of  the  asset,  is  calculated  at  the  following  annual  rates:

     Building               -     4%      Declining-balance  basis
     Equipment              -     20%     Declining-balance  basis
     Vehicle                -     30%     Declining-balance  basis
     Computer  hardware     -     30%     Declining-balance  basis
     Computer  software     -     100%    Declining-balance  basis
     Molds                  -     10%     Straight-line  basis

<PAGE>

--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Summary of Significant Accounting Policies
December  31,  2001  and  2000
--------------------------------------------------------------------------------
Financial  Instruments

The  Company's  financial instruments consist of cash, accounts receivable, bank
indebtedness, accounts payable, accrued liabilities, director's loan payable and
loans and notes payable. Unless otherwise noted, it is management's opinion that
the Company is not exposed to significant interest, or credit risks arising from
these  financial  instruments.  Unless  otherwise noted the fair values of these
financial  instruments  approximate  their  carrying  values  since  they  are
receivable  or  payable  on  demand,  or the interest rates on these instruments
fluctuate  with  market  rates.

Financial  instruments denominated in Canadian currency stated in U.S. funds are
cash  $40  (2000  -  $333),  accounts receivable $62,996 (2000 - $182,528), bank
indebtedness $23,839 (2000 - $8,037), accounts payable $32,402 (2000 - $44,247),
accrued liabilities $22,623 (2000 - $33,122) and loans and notes payable $88,680
(2000  -  $106,682).

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.

Earnings  per Share

Earnings (loss) per share is computed in accordance with SFAS No. 128, "Earnings
Per  Share".  Basic  earnings (loss) per share is calculated by dividing the net
income (loss) available to common stockholders by the weighted average number of
common  shares  outstanding  for  the  period. Diluted earnings (loss) 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 year ended December 31, 2001, total stock
options  of  180,000  (2000  -  260,000) were not included in the computation of
diluted  earnings  per  share  because  the  effect  was  anti-dilutive.

Comprehensive Income

The  Company  has  adopted SFAS No. 130, "Reporting Comprehensive Income", which
establishes  standards  for  reporting  and display of comprehensive income, its
components  and  accumulated  balances. Comprehensive income is comprised of net
income  and  all changes to stockholders' equity, except those due to investment
by  stockholders,  changes in paid in capital and distributions to stockholders.

Revenue  Recognition

The  Company recognizes revenue on the sale of products at the time the products
are  shipped  to its customers. Shipping and handling costs are included in cost
of  goods  sold.

<PAGE>

--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Summary of Significant Accounting Policies
December  31,  2001  and  2000
--------------------------------------------------------------------------------
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 market price of the underlying common
stock  on  date  of  grant.

SFAS No. 123, "Accounting for Stock-Based Compensation", requires the Company to
provide  pro-forma  information  regarding net income and income per share as if
compensation  cost for the Company's stock options granted to employees had been
determined in accordance with the fair value based method prescribed in SFAS No.
123.
Stock options granted to non-employees are accounted for in accordance with SFAS
No.  123. There were no stock options granted to non-employees prior to December
31,  2001.

Advertising  and Marketing  Expenses

The  Company  follows the provisions of Statement of Position 93-7 in respect of
advertising expenses. Advertising and marketing costs charged to operations were
$16,113  (2000  -  $21,018).

Impairment  of  Long-Lived  Assets  to  be Disposed  of

The  Company evaluates the recoverability of its fixed assets in accordance with
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed
of".  SFAS  121  requires  recognition of impairment of long-lived assets in the
event  the net book value of such assets exceeds the estimated undiscounted cash
flows  attributable  to such assets or the business to which such assets relate.

New  Accounting Pronouncements

In  June  1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities",  was  issued.  SFAS  No.  133  requires  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 adoption of
the  new  standards  on  January  1, 2001 did not affect the Company's financial
statements.

<PAGE>
--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Summary of Significant Accounting Policies
December  31,  2001  and  2000
--------------------------------------------------------------------------------
New  Accounting Pronouncements (Continued)

In  June  2001,  SFAS  No.  141 "Business Combinations" was issued. SFAS No. 141
requires  that  all  business  combinations  be accounted for using the purchase
method  and  that one of two specified criteria be met in identifying intangible
assets  apart  from  goodwill. Additional disclosures are required in respect to
the  primary  reasons  for  the  business  combination and the allocation of the
purchase  price  paid  to  the  assets acquired and liabilities assumed by major
balance  sheet  caption.  SFAS  No.  141  applies  to  all business combinations
initiated after June 30, 2001. The Company will apply the provisions of SFAS No.
141  for  any  future  business  combinations.

In  June  2001,  SFAS No. 142 "Goodwill and Other Intangible Assets" was issued.
Under  the  provisions of SFAS No. 142 goodwill and other intangible assets with
an  indefinite life are no longer amortized but will be tested at least annually
for  impairment.  The  statement provides a two step process for estimating fair
value  of the reporting units and measuring the amount of impairment, if any, of
goodwill and other intangible assets. SFAS No. 142 is effective for fiscal years
beginning  after  December  15,  2001.

The  Company  does  not  expect  SFAS No. 142 to have a material impact on their
financial  statements  because  it  does not have any recorded goodwill or other
intangible  assets.

In  August  2001,  SFAS  No.  144  "Accounting for the Impairment or Disposal of
Long-Lived  Assets"  was issued. This statement establishes a single model based
upon  SFAS  No.  121 for accounting for the impairment or disposal of long lived
assets. It supersedes FASB Statement No. 121 and the reporting provisions of APB
Opinion  No.  30  for  the  disposal  of a segment of a business and also amends
certain  provisions  of  ARB  No.  51.  SFAS  No. 144 is effective for financial
statements issued for fiscal years beginning after December 15, 2001. Management
believes  that  the adoption of SFAS No. 144 will have no material effect on the
Company's  financial  statements.


<PAGE>

--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Notes to Consolidated Financial Statements

December  31,  2001  and  2000
--------------------------------------------------------------------------------

1.     Nature  of  Business
The Company was incorporated in the State of Nevada on December 17, 1998 and was
inactive  until  the acquisition of Mega Tools Ltd. and Mega Tools USA, Inc. via
reverse  acquisition  on  September  30,  1999.  The  Company  is engaged in the
manufacture  and  sale  of  a  patented  multi-bit  screwdriver.
The Company has entered into an exclusive North American licence agreement (Note
13)  with  the  patent  holder of a retracting cartridge type screwdriver.  This
licence agreement gives the Company unrestricted use of the patent in Canada and
the  United  States  until  November  8,  2005.  The  Company's  wholly  owned
subsidiaries,  Mega  Tools  USA, Inc. and Mega Tools Ltd. manufacture and market
the  drivers  to  customers  in  the  United  States  and  Canada.

2.     Accounts  Receivable
                                            2001                   2000
                                     ------------------------------------
Trade  accounts  receivable          $     198,282          $     343,367
Less: Allowance for doubtful accounts         (947)               (3,517)
                                     ------------------------------------

                                     $     197,335          $     339,850
                                     ====================================


3.     Inventories
                                            2001                   2000
                                     ------------------------------------

Raw  materials                       $     172,881          $     115,814
Work-in-progress                            76,819                 84,209
Finished  goods                            125,550                115,802
                                     ------------------------------------

                                     $     375,250          $     315,825
                                     ====================================


<PAGE>
--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Notes to Consolidated Financial Statements
December  31,  2001  and  2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
4.     Fixed  Assets
                                   2001                      2000
                 ---------------------------------------------------
                            Accumulated               Accumulated
                    Cost   Depreciation     Cost     Depreciation

<S>                <C>       <C>            <C>       <C>
Land               $ 26,463  $           -  $ 28,109  $           -
Building            102,304         13,542   108,670         10,457
Equipment            49,578         20,810    49,617         14,498
Vehicle              11,187          1,678    25,378          8,946
Computer hardware    22,605         13,749    22,410         10,593
Computer software     6,220          5,684     5,459          4,983
Molds                59,083         12,865    51,739          7,363
                 ---------------------------------------------------

                   $277,440  $      68,328  $291,382  $      56,840
                 ===================================================
Net book value               $     209,112            $     234,542
                 ===================================================

</TABLE>



5.     Bank  Indebtedness

Mega  Tools  Ltd.  has  a  credit  facility agreement  with a Canadian financial
institution  which  provides  revolving  credit  facilities  of  up  to  $40,000
denominated  in  Canadian dollars (December 31, 2001 - $25,113 U.S. Funds).  The
credit  facility  bears interest at bank prime lending rates plus 1.5% per annum
and  is  collateralized  by  a  first  mortgage  on the Company's real estate, a
general security agreement covering all assets of Mega Tools Ltd., guarantees by
MegaPro Tools, Inc. and Mega Tools USA, Inc. and guarantees by a director of the
Company.  Funds advanced under this agreement are due on demand by the financial
institution  which  may  terminate  the credit facility at any time.  Bank prime
lending  rate  was  4% as at December 31, 2001 and 7.5% as at December 31, 2000.

6.     Director's  Loan  Payable

The director's loan is unsecured and due on demand.  It bears interest at 10.25%
per  annum  and  has  no specific terms of repayment. Fair market value $20,809.




                                                        2001      2000
                                                  ------------------------
Payable to a stockholder of the Company, unsecured,
with quarterly payments of interest only at 10.25%
per annum, matures October 1, 2002, fair market
value $61,664 (2000 - $67,987)                         $59,643  $66,689
Bank of Montreal, secured as in Note 5, repayable
784 monthly plus interest at bank prime lending
rates plus 1.5% per annum, due on demand with
an agreed upon repayment schedule                      29,037    27,509
Bank of Montreal, secured as in Note 5, repayable
347 monthly plus interest at bank prime lending
rates plus 1.5% per annum, repaid during 2001             -      12,484
                                                  ------------------------

Balance forward                                        $88,680  $106,682



<PAGE>
--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Notes to Consolidated Financial Statements
December  31,  2001  and  2000
--------------------------------------------------------------------------------


7.     Loans  and  Notes  Payable
                                2001                    2000
                          ------------------------------------

Carried  Forward          $     88,680          $     106,682
Less  current  portion         (88,680)               (39,993)
                          ------------------------------------
                          $          -          $      66,689
                          ====================================

Principal payments on long-term debt based upon agreed repayment schedules as at
December  31,  2001,  are  as  follows:
     Year     Amount
     2002     -     $     69,043
     2003     -            9,408
     2004     -            9,408
     2005     -              821
                    ------------
                    $     88,680
                    ============
Bank  of  Montreal  prime lending rates were 4% -  December 31, 2001 and  7.5% -
December  31,  2000.

8.     Common  Stock
Authorized:
     25,000,000  Common  shares  with  a  par  value  of  $.001  per  share

9.     Stock  Option  Plan
On  January  20,  2000, the Company's board of directors approved a Stock Option
Plan  which provides for incentive stock options and non-qualified stock options
to  be granted to officers, employees, directors and consultants to the Company.
Subject  to  restrictions  outlined  in  the Stock Option Plan, options granted,
terms  of  exercise and expiration of options will be determined by the Board of
Directors  or  by  a  compensation committee selected by the Board of Directors.
The  maximum  number of shares of the Company's common stock that may be granted
under the plan is 950,000 shares increased quarterly commencing April 1, 2000 by
the lessor of (i) 15% of the outstanding shares of the common stock on the first
day of the fiscal quarter less the number of shares of common stock which may be
granted  under  the plan prior to the first day of the applicable fiscal quarter
or  (ii)  a lessor amount determined by the Board of Directors.  No option shall
be  exercisable  after the expiration of the earliest of (i) ten years after the
option  is  granted  and  (ii) three months after the date of termination of the
optionor's employment.  Under the terms of the plan no options may be granted to
any  employee  of  the Company who owns more than 10% of the voting stock of the
Company or its subsidiaries unless the option price is at least 110% of the fair
market  value  of  the  shares  subject  to  the  option  and  the option is not
exercisable  after  the  expiration  of  five years from the date such option is
granted.

<PAGE>
--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Notes to Consolidated Financial Statements
December  31,  2001  and  2000
--------------------------------------------------------------------------------

10.     Stock  Options

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 year ended December 31, 2001 was $0.65 (2000 - $0.24).
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,  an  average  risk-free  interest  rate  of  3.01%  (2000  -  5.59%),
volatility  factor of the expected market price of the Company's common stock of
100%  (2000  - 0.00%) and a weighted average expected life of the options of two
years.

Under the accounting provisions of SFAS No. 123, the Company's Net Loss and Loss
per  share  would  have been increased to the pro-forma amounts indicated below:

Years  ended  December  31                 2001                     2000
                                 ----------------------------------------
     Net  loss  as  reported     $     (109,668)          $     (146,288)
     Net  loss  pro  forma             (119,127)                (163,987)
     Basic  and  diluted  loss
      per share  as  reported             (0.02)                   (0.02)
     Basic  and  diluted  loss
      per  share  pro  forma              (0.02)                   (0.02)

A summary of stock option transactions for the years ended December 31, 2001 and
2000  is  presented  below.
                                                       Weighted
                                                        Average
                                                       Exercise
                                      Number              Price
                                 -------------------------------
Outstanding,  December  31,  1999         -                   -
  Issued  January  20,  2000        260,000          $     0.85
                                 --------------
Outstanding, December 31, 2000      260,000          $     0.85
  Expired  March  14,  2001        (130,000)         $     0.85
  Issued  October  16,  2001         50,000          $     1.50
                                 --------------
Outstanding,  December  31,  2001   180,000          $     1.03
                                 ===============================
Exercisable,  December  31,  2001   142,500          $     0.91
                                 ===============================

Exercisable,  December  31,  2000   170,000          $     0.85
                                 ===============================


For  the year ended December 31, 2000 the Company recorded deferred compensation
of $39,000 based upon the difference between the exercise price and market price
for  the  options  granted.  The  deferred  compensation  was amortized over the
vesting  period  of  the  stock  options  with  compensation  expense of $35,583
recognized  for  the  year  ended  December  31,  2000.  The remaining $3,417 of
deferred  compensation  was  reversed upon expiration of the unvested portion of
the  stock  options on March 14, 2001.  Compensation expense was not recorded in
respect  to  the stock options granted in 2001 to employees because the exercise
price  exceded  the  market  price  of  the  shares  at  the  time of the grant.

<PAGE>

--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Notes to Consolidated Financial Statements
December  31,  2001  and  2000
--------------------------------------------------------------------------------
10.     Stock  Options  (continued)

A  summary  of  the  status  of  the  Company's  stock options outstanding as of
December  31,  2001  is  presented  below.

                                      Vesting       Expiry        Exercise
                            Number    Date          Date          Price

Granted January 20, 2000    130,000   20-Jan-00     20-Jan-05     $  0.85
Granted October 16, 2001     12,500   16-Oct-01     16-Oct-03        1.50
Granted  October  16,  2001  12,500   16-Apr-02     16-Oct-03        1.50
Granted  October  16,  2001  12,500   16-Oct-02     16-Oct-03        1.50
Granted  October  16,  2001  12,500   16-Apr-03     16-Oct-03        1.50
                            -------
                            180,000
                            =======


11.     Income  Taxes
The  components  of  deferred  taxes  are  as  follows:

<TABLE>
                                                  2001          2000
                                             Temporary     Temporary
                                Difference   Tax Effect    Difference    Tax Effect
                               ----------------------------------------------------
<S>                             <C>           <C>           <C>           <C>
Deferred tax assets
 Canada - Tax loss
 carryforward (Expiring
 2006 to 2007)                  $   169,221   $    70,430   $    76,149   $ 34,739
U.S.  - Intangible asset            110,933        37,717       146,706     49,880
U.S.  - Tax loss carryforward
 (Expiring 2020 to 2021)             79,710        27,101        35,956     12,225
U.S.  - Stock Options                     -             -        35,583     12,098
U.S.  - Allowance for
 doubtful accounts                      946           322         3,517      1,196
                               ----------------------------------------------------

                                    360,810       135,570       297,911    110,138
                               ----------------------------------------------------

Deferred tax liabilities
Fixed assets
Canada                               (7,187)       (2,991)         (656)      (299)
U.S.                                (15,083)       (5,128)      (22,873)    (7,777)
                               ----------------------------------------------------

                                    (22,270)       (8,119)      (23,529)    (8,076)
                               ----------------------------------------------------

Valuation allowance
Canada                             (162,034)      (67,439)      (75,493)   (34,440)
                               ----------------------------------------------------

Net deferred tax asset          $   176,506   $    60,012   $   198,889   $ 67,622
                               =====================================================
</TABLE>




<PAGE>

--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Notes to Consolidated Financial Statements
December  31,  2001  and  2000
--------------------------------------------------------------------------------
11.     Income  Taxes  (continued)
The  Company  evaluates  its valuation allowance requirements based on projected
future  operations.  The  valuation allowance has been provided for the Canadian
portion  of  the deferred tax assets because it is more likely than not that the
benefit will not be realized due to the short expiration period for the tax loss
carryforward.  When  circumstances  change  and  this  causes  a  change  in
management's  judgement  about recoverability of deferred tax assets, the impact
of  the  change  on  the  valuation  allowance  is  reflected in current income.
A reconciliation of the effective tax rate and the statutory U.S. federal income
tax  rates  are  as  follows:
                                              2001                2000
                                      -----------------------------------
Federal  tax  benefit at the
 U.S. federal statutory rate          $     (35,530)      $     (61,936)
Canadian  loss  taxed
 at  a  different  rate                      (4,185)               (289)
Unexercised  and expired stock options       12,098                   -
Permanent  differences:
 Non-deductible portion of meals
 and entertainment
 and  income  tax  interest  and  penalties   2,975               2,540
 Non-taxable  income                              -             (28,360)
 Non-deductible  legal  fees                      -              17,916
Other                    (3,188)               (188)
Increase  in  valuation allowance            32,999              34,440
                                      -----------------------------------

                                      $       5,169       $     (35,877)
                                      ==================================


12.     Related  Party  Transactions  and  Balances
Transactions  for  the  year  ended  December  31  were  as  follows:
                                                    2001                2000
                                            ----------------------------------
Interest  on  the  promissory  note
 payable  to  a  significant
 stockholder  of  the  Company               $     6,370          $     7,805
Sales  to  a  significant stockholder's
 Company                                     $         -          $     2,929
Consulting  fees  paid  to
 a  significant  stockholder
 of  the  Company                            $         -          $     6,000

These  transactions  are  recorded  at  the exchange amount, being the amount of
consideration  established  and  agreed  to  by  the  related  parties.

At  the  year  end,  the  amounts  due from and to related parties not disclosed
elsewhere  in  these  consolidated  financial  statements  are  as  follows:

                                                    2001                2000
                                            ----------------------------------
Accounts  payable  and  accrued  liabilities
to  a  significant  stockholder              $     1,541          $     3,441

These  balances  are  interest-free,  due  on  demand  and  have arisen from the
interest  expense  referred  to  above.

<PAGE>
--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Notes to Consolidated Financial Statements
December  31,  2001  and  2000
--------------------------------------------------------------------------------
13.     Contractual  Obligations

(a)     On  February  29,  2000  the Company entered into two licence agreements
covering  the  period November 8, 1999 to November 8, 2005 with the owner of the
patents  for  the Company's multi-bit screwdrivers.  These agreements divide the
licencing  rights  between  sales  to  national  accounts (certain listed retail
outlets)  and  sales  to  regular  accounts (all accounts which are not national
accounts).  These  agreements  require  the  following  royalty  payments:

The  National  Accounts  Agreement  requires  a  unit  royalty  of $.30 per unit
manufactured or sold.  The Regular Accounts Agreement requires a unit royalty of
$.45  per  unit manufactured in Canada and the U.S., $.40 per unit for the first
100,000  units annually manufactured outside of Canada and the U.S. and $.30 per
unit  for units in excess of 100,000 annually manufactured outside of Canada and
the  U.S.

The  Agreements  require  $150,000 minimum annual royalty payments for the years
ended  November  8,  2000  through  2005.

The  unit  royalties  and  minimum  annual royalties are to be adjusted annually
commencing  November  8,  2000  based  upon the increase in the November 8, 1999
Consumer  Price Index for the City of Vancouver, British Columbia as provided by
Statistics  Canada.

The  Company  has  the  option  to  renew both the National and Regular Accounts
Licence  Agreements until December 1, 2032 provided that it pays renewal fees of
$25,000 on November 8, 2002, $30,000 on November 8, 2003 and $35,000 on November
8,  2004.

(b)     On  February  29,  2000 the Company entered into a sub-licence agreement
covering  the  period  November  9,  1999  to  December  1, 2012 with a national
account.  This  agreement permits the sub-licencee to manufacture and distribute
the  Company's  drivers  for  a unit royalty of $.60 per unit sold.  The minimum
annual  royalties  required  under the agreement for years ending November 8 are
$30,000  for  2000  and  $60,000  for  2001  to  2012.  If  the sub-licencee has
produced  and  is  airing  an  "infomercial"  or  equivalent video promotion the
minimum  annual  royalties  are  to  be  doubled.  On  May 22, 2001 the national
account  filed  for  voluntary  reorganization  under  Chapter  11  of  the U.S.
Bankruptcy  Code.  This  entitles  the  Company  to  terminate  its  sub-licence
agreement,  however,  it  has  not  yet  terminated  the  agreement.

(c)     The  Company  has  acquired  a  50% interest in Megapro Holdings Inc., a
company incorporated in British Columbia, Canada to develop and hold patents for
new  products.  To  date,  the  company  has  been  inactive.

<PAGE>
--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Notes to Consolidated Financial Statements

December  31,  2001  and  2000
--------------------------------------------------------------------------------
14.     Segmented  Information
The  Company has determined that it operates in one industry, in the manufacture
and  sale  of  tools.  Based upon the Company's internal reporting structure the
Company  has  business  segments located in Canada and the United States.  Sales
are  attributed  to  Canada  and  the  United States based upon the subsidiary's
location.  The  same  accounting  policies  are  applied  in accounting for each
segment.  Following  is  information  about  the  Company's  segments  and  a
reconciliation  of  segment  profit  to  net  income:
<TABLE>
<CAPTION>



                                                 2001        2000
                                              ---------------------
<S>                                           <C>         <C>
United States:
  Long-term identifiable assets               $  50,142   $  58,082
  Sales                                         802,711     824,681
  Capital expenditures                                -      55,209
  Depreciation                                    7,598       5,567
                                              ---------------------

  Gross profit                                $ 290,395   $ 325,702
  Operating expenses                            317,956     469,112
  Other income                                  (30,867)    (54,850)
                                              ---------------------

  Segment income (loss) before income taxes       3,306     (88,560)
  Income taxes (recovery)                         7,611     (70,492)
                                              ---------------------

  Segment net loss                            $  (4,305)  $ (18,068)
                                              =====================

Canada:
  Long-term identifiable assets               $ 158,970   $ 176,460
  Sales                                         452,804     700,470
  Capital expenditures                           23,426      22,006
  Depreciation                                   18,396      21,479
                                              =====================

  Gross profit                                $ 102,548   $ 184,883
  Operating expenses                            210,817     267,711
  Other (income) expense                           (464)     10,777
                                              ---------------------

  Segment loss before income taxes             (107,805)    (93,605)
  Income taxes (recovery)                        (2,442)     34,615
                                              ---------------------

  Segment net loss                            $(105,363)  $(128,220)
                                              ======================

</TABLE>

<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                          MegaPro  Tools,  Inc.
                                      Notes to Consolidated Financial Statements
December  31,  2001  and  2000
--------------------------------------------------------------------------------

14.     Segmented  Information  (continued)

                                     2001         2000
                                 ------------------------
<S>                               <C>          <C>
Total:
  Long-term identifiable assets   $  209,112   $  234,542
  Sales                            1,255,515    1,525,151
  Capital expenditures                23,426       77,215
  Depreciation                        25,994       27,046
                                 ------------------------

  Gross profit                    $  392,943   $  510,585
  Operating expenses                 528,773      736,823
  Other income                       (31,331)     (44,073)
                                 ------------------------

  Loss before income taxes          (104,499)    (182,165)
  Income taxes (recovery)              5,169      (35,877)
                                 ------------------------

  Net loss                        $ (109,668)  $ (146,288)
                                 ========================


                                       2001         2000
                                   ----------------------
Fixed Assets:
    Canada                        $  158,970   $  176,460
    U.S.                              50,142       58,082
                                   ----------------------

                                  $  209,112   $  234,542
                                   ======================

</TABLE>



15.     Sales  Concentration
                                        2001                  2000
                                 ----------------------------------
Sales  to  one  U.S.
 segment  customer               $     255,750          $   248,529
Sales  to  another  U.S.
  segment  customer                    137,419                    -
Sales  to  one  Canadian
 segment  customer                      37,186              169,063
                                 ----------------------------------

                                 $     430,355          $   417,592
                                 ==================================

Accounts  receivable  from
 one  U.S.segment  customer      $     55,156           $    30,997
Accounts  receivable  from
 one  Canadian  segment customer       26,153               117,955
                                 ----------------------------------

                                 $     81,309          $    148,952
                                 ==================================



<PAGE>

--------------------------------------------------------------------------------
                                                             MegaPro Tools, Inc.
                                      Notes to Consolidated Financial Statements
December  31,  2001  and  2000
--------------------------------------------------------------------------------
16.     Subsequent  Event

On  January  15,  2002  the  Company  entered  into  a two year agreement with a
business  combination  consultant  to  provide  services  with  the objective of
increasing  the  Company's revenues and earnings and expanding its business.  In
consideration  for  these  services  the  Company  issued  321,000 shares of the
Company's  common  stock  on  January  31,  2002.


<PAGE>

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

Not  applicable.

                                    PART III

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

Our  executive  officers and directors and their respective ages as of March 20,
2002  are  as  follows:

Directors:

Name  of  Director          Age
----------------------     -----
Neil  Morgan                 50
Joseph  Piscitelli           62

Executive  Officers:

Name  of  Officer           Age     Office
--------------------       -----    -------
Neil  Morgan                50      President,  Secretary,  Treasurer
                                    and  Chief  Executive  Officer

We  have  set  forth  below  a  brief description of the background and business
experience  of  our  executive  officers  and directors for the past five years.

Mr.  Neil  Morgan  is  our president, secretary and treasurer and director.  Mr.
Morgan  founded  our  business  in  1994  and  has  been our president and chief
executive  officer  since our inception.  Mr. Morgan was appointed our secretary
and treasurer on February 12, 2001.  Mr. Morgan owned his own business from 1992
to 1994 prior to organizing Mega Tools Ltd.  Mr. Morgan was a broker with Goepel
McDermid  Inc.  from  1990 to 1992.  Mr. Morgan was a broker with Midland Walwyn
from  1986  to  1990.

Mr.  Joseph  Piscitelli was appointed as one of our directors on March 13, 2003.
Mr.  Piscitelli  is  a  retired  businessman.  Mr. Piscitelli founded a consumer
goods  manufacturing  company  specializing  in fire place products in 1978.  He
sold  this  company in 1988 and retired from active business at that time.  From
1964  to  1976,  Mr.  Piscitelli served as a chief financial officer and a chief
executive  officer  of  a number of consumer goods manufacturing companies.  Mr.
Piscitelli  holds  a  degree  in  accounting.

Term  of  Office

Our  Directors are appointed for terms of one year to hold office until the next
annual  general  meeting  of the holders of our common stock, as provided by the
Nevada  Revised  Statutes,  or  until removed from office in accordance with our
bylaws.  Our  officers  are  appointed by our board of directors and hold office
until  removed  by  the  board.

Significant  Employees

We have no significant employees other than the officers and directors described
above.


                                  Page 23 of 31

<PAGE>

COMPLIANCE  WITH  SECTION  16(a)  OF  THE  SECURITIES  EXCHANGE  ACT

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than ten percent of our equity securities,
to  file  reports  of ownership and changes in ownership with the Securities and
Exchange  Commission.  Officers,  directors  and  greater  than  ten  percent
shareholders  are  required  by  SEC regulation to furnish us with copies of all
Section  16(a)  forms they file. Based on our review of the copies of such forms
received  by  it, we believe that during the fiscal year ended December 31, 2001
all  such  filing  requirements  applicable  to  our officers and directors were
complied  with.


ITEM  10.     EXECUTIVE  COMPENSATION.

COMPENSATION  OF  EXECUTIVE  OFFICERS

The  following  table sets forth certain compensation information as to Mr. Neil
Morgan,  the  Company's  chief executive officer.  The Company does not have any
other executive officers, other than Mr. Morgan.  No other compensation was paid
to  Mr.  Morgan  other  than  the  compensation  set  forth  below.

--------------------------------------------------------------------------------
                        Summary Compensation Table
        ----------------------------------------------------
                          Annual Compensation      Long Term Compensation
                       -------------------------   -----------------------
                                          Other                            All
                                          Annual    Awards       Payouts   Other
                                           Com-  --------------  -------   Com-
                                           pen-  Restricted                pen-
                                           sa-   Stock  Options/   LTIP    sa-
Name     Title      Year Salary   Bonus    tion  Awarded SARs*(#)payouts($)tion
----     -----      ---- -------- ------- ------ ------- ------- --------- ----
NEIL     Chief      2001 $142,405 $51,714 $0       0           0     0      0
MORGAN   Executive  2000 $132,642 $74,588 $19,500  0     130,000     0      0
         Officer,   1999  $56,757 $50,271 $0       0           0     0      0
         Chief
         Financial
         Officer,
         President,
         Secretary
         and
         Treasurer
         Director
--------------------------------------------------------------------------------

STOCK  OPTION  GRANTS

No stock options were granted to our directors and executive officers during our
most  recent  fiscal  year  ended  December  31,  2001.


                                  Page 24 of 31

<PAGE>

EXERCISES  OF  STOCK  OPTIONS  AND  YEAR-END  OPTION  VALUES

No  stock  options  held  by our directors and executive officers were exercised
during  our most recent fiscal year ended December 31, 2001.  The following is a
summary  of  the share purchase options exercised by our directors and executive
officers  during  the  financial  year ended December 31, 2001 and the financial
year  end  option  values:


               AGGREGATED  OPTION/SAR  EXERCISES  DURING  THE  LAST
           FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES
--------------------------------------------------------------------------------
                                                               Value of
                                                               Unexercised
                                           Unexercised         In-The-Money
                                           Options             Options/SARs
                                           at Financial        at Financial
             Common Shares                 Year-End(#)         Year-End
             Acquired on    Value          exercisable/        ($) exercisable/
Name (#)     Exercise ($)   Realized ($)   unexercisable       unexercisable
--------------------------------------------------------------------------------
Neil Morgan         Nil     Not Applicable  130,000 (1)/NIL    $71,500 (2)/NIL
Chief Executive
Officer, Chief
Financial
Officer,
President,
Secretary and
Treasurer
Director
--------------------------------------------------------------------------------
Notes:

     (1)  Based on options to purchase 130,000 shares of our common stock at a
          price of $0.85 per share.
     (2)  Based on a market value for our common stock of $1.40 per share as of
          December 31, 2001.

OUTSTANDING  STOCK  OPTIONS

The  following  table shows the issued and outstanding stock options held by our
executive  officers  and  directors  as  of  March  20,  2002:

                               OUTSTANDING STOCK OPTIONS
                               -------------------------
Name   Exercise Price   No. of Options Date of Grant  Vesting Date   Expiry Date
--------------------------------------------------------------------------------
Neil        $0.85          130,000     January 20,    January 20,    January 20,
Morgan                                    2000           2000           2005
Chief
Executive
Officer,
Chief
Financial
Officer,
President,
Secretary
and
Treasurer
Director

Joseph   Not Applicable      NIL       Not            Not            Not
Piscitelli                             Applicable     Applicable     Applicable
--------------------------------------------------------------------------------

                                  Page 25 of 31

<PAGE>

COMPENSATION  ARRANGEMENTS

We do not have a written compensation agreement in place between us and Mr. Neil
Morgan, our chief executive officer.  Mr. Morgan's salary and bonus is dependent
upon  a  number  of factors, including competitive market compensation rates for
chief  executive  officers  of  similar  sized  companies  in  our industry, our
financial  performance in each year and the amount of cash available for payment
of  management  compensation  in any year.  Accordingly, Mr. Morgan's salary and
bonus  will  vary  from  year  to  year.

COMPENSATION  OF  DIRECTORS

Our  directors do not receive cash compensation for their services as members of
board of directors, but are reimbursed for their reasonable expenses incurred in
attending  board  meetings.  In  addition,  directors  may be granted options to
purchase  shares  of  our  common stock pursuant to our 2000 Stock Option Plan.


                                  Page 26 of 31

<PAGE>

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

The  following  table  sets  forth  certain information concerning the number of
shares  of our common stock owned beneficially as of March 20, 2002 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of  our  voting  securities,  (ii)  each  of our directors and named
executive  officers,  and (iii) our executive officers and directors as a group.
Unless  otherwise  indicated,  the  shareholders  listed possess sole voting and
investment  power  with  respect  to  the  shares  shown.

--------------------------------------------------------------------------------
                Name  and  address       Number of Shares       Percentage of
Title of class  of beneficial owner      of Common Stock        Common Stock(1)
--------------------------------------------------------------------------------

DIRECTORS AND
OFFICERS
--------------------------------------------------------------------------------
Common Stock    NEIL MORGAN              4,147,600 shares (2)   56.8%
                Chief Executive Officer,
                Chief Financial Officer
                President, Secretary
                and Treasurer
                Director
                19767 35 A Avenue
                Langley, BC  V3A 7C6
--------------------------------------------------------------------------------
Common Stock    JOSEPH PISCITELLI           10,000 shares       0.1%
                Director
                1360 S. Ocean Boulevard,
                #1808
                Pompano Beach, FL  33062
--------------------------------------------------------------------------------
Common Stock    All Officers             4,157,600 shares       56.9%
                and Directors as
                a Group (2 persons)
--------------------------------------------------------------------------------

5% SHAREHOLDERS
--------------------------------------------------------------------------------
Common Stock    MARIA MORGAN             4,147,600 shares (3)   56.8%
                19767 35 A Avenue
                Langley, BC  V3A 7C6
--------------------------------------------------------------------------------
Common Stock    ENVISION WORLDWIDE       1,537,600 shares       21.4%
                PRODUCTS LTD.
                5468 Duff Drive,
                Cincinnati, Ohio USA   45246
--------------------------------------------------------------------------------
Common Stock    ROBERT E. JEFFREY          796,400 shares       11.1%
                P.O. Box 404
                Union Bay, BC V0R 3B0

(1)     Under  Rule  13d-3, a beneficial owner of a security includes any person
who,  directly  or indirectly, through any contract, arrangement, understanding,
relationship,  or  otherwise has or shares: (i) voting power, which includes the
power  to  vote,  or  to direct the voting of shares; and (ii) investment power,
which  includes  the  power  to  dispose  or  direct  the disposition of shares.
Certain  shares  may  be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the
shares).  In addition,

                                  Page 27 of 31

<PAGE>


shares are  deemed to be  beneficially  owned by a person if the person has the
right to acquire the shares (for example, upon exercise of an option)  within 60
days of the date as of  which the  information is provided.  In computing  the
percentage  ownership  of  any  person,  the  amount  of  shares outstanding is
deemed to include the amount of shares beneficially owned by such person  (and
only  such  person)  by  reason of these acquisition rights.  As a result,  the
percentage  of  outstanding  shares  of  any person as shown in this table does
not necessarily reflect the  person's  actual  ownership  or voting power with
respect  to  the  number of shares  of  common  stock  actually  outstanding  on
March 20, 2002.  As of March 20, 2002, there were 7,178,100 shares of our common
stock  issued  and  outstanding.

(2)     Includes  4,017,600  shares held by Maria Morgan, the spouse of Mr. Neil
Morgan,  and 130,000 shares that are immediately acquirable upon the exercise of
stock  options  by  Neil  Morgan  within  60 days of March 20, 2002.  Mr. Morgan
disclaims  beneficial  ownership  of  the  shares  held  by  Maria  Morgan.

(3)     Includes 4,017,600 shares in the name of Maria Morgan and 130,000 shares
that  are  immediately  acquirable  upon  the  exercise of stock options by Neil
Morgan,  the  spouse  of  Maria  Morgan,  within  60  days  of  March  20, 2002.



CHANGE  IN  CONTROL

We  are not aware of any arrangement that might result in a change in control in
the  future.


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Except  as  disclosed  in this section below, none of the following parties has,
since  our date of incorporation, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction which has or
will  materially  affect  us:

     -    Any of our directors or officers;
     -    Any person proposed as a nominee for election as a director;
     -    Any person who beneficially owns, directly or indirectly, shares
          carrying more than 10% of the voting rights attached to our
          outstanding shares of common stock;
     -    Any of our promoters;
     -    Any relative or spouse of any of the foregoing persons who has the
          same house as such person.

We  acquired  our  subsidiary,  Mega Tools Ltd., from Ms. Maria Morgan, Envision
Worldwide  Products Ltd., Mr. Robert Jeffery, Mr. Lex Hoos and Mr. Eric Paakspuu
in  consideration  for  the issue of 6,200,000 shares of our common stock. These
shares  break  down  as  follows:

     1.   Maria Morgan was issued 4,017,600 shares of our common stock. Ms.
          Morgan is the spouse of Mr. Neil Morgan, our president, secretary,
          treasurer and director. The shares issued to Ms. Morgan represent more
          than 10% of our outstanding common stock.

     2.   Envision Worldwide Products Ltd. was issued 1,537,600 shares of our
          common stock. The shares issued to Envision Worldwide Products Ltd.
          represent more than 10% of our outstanding common stock.

     3.   Mr. Robert Jeffery was issued 446,400 shares of our common stock. The
          shares issued to Mr. Jeffrey represent more than 10% of our
          outstanding common stock

     4.   Mr. Lex Hoos was issued 99,200 shares of our common stock.

                                  Page 28 of 31

<PAGE>

     5.   Mr. Eric Paakspuu was issued 99,200 shares of our common stock


Mr.  Neil Morgan, our president, secretary, treasurer and director, was our sole
officer  and  director prior to completion of the acquisition of Mega Tools Ltd.

Mr. Robert Jeffery, a shareholder who owns in excess of 10% of our common stock,
has  advanced unsecured shareholders loans to us which bear interest at the rate
of  10.25% per annum.  The loans are repayable in full by us on October 1, 2002.
Until  maturity,  we  are required to make quarterly payments of interest to Mr.
Jeffery.  The  principal amount of this loan was $59,643 as at December 31, 2001
and  $66,689  as  at  December  31,  2000.

Envision Worldwide Products Ltd. is a party to a shareholders agreement with Ms.
Maria  Morgan  and  Mr. Neil Morgan whereby Envision Worldwide Products Ltd. has
agreed  to  vote  their  shares of common stock such that our board of directors
will  consist  of  three directors, two of whom will be selected by Maria Morgan
and one of whom will be selected by Envision Worldwide Products Ltd.  We are not
party  to this shareholder agreement.  Our board of directors currently consists
of two directors as the nominee of Envision Worldwide Products Ltd. has resigned
and  no  replacement  has  been appointed.  Envision Worldwide Products Ltd. has
directed that Neil Morgan be authorized to designate the replacement director on
its  behalf.

Mr.  Neil  Morgan,  our  president, secretary, treasurer and a director, and his
spouse,  Mrs.  Maria  Morgan,  beneficially  own  4,017,600 shares of our common
stock,  representing 55.9% of our outstanding voting shares.  Worldwide Envision
Products  Ltd.  owns 1,537,600 shares of our common stock, representing 21.4% of
our  outstanding  common  stock.  Accordingly,  the  Morgan  Family and Envision
Worldwide  Products Ltd. have the ability to elect all of our directors and have
the  ability  to approve or disapprove all significant corporate transactions to
which  we  are  a  party.  This  ability  to  exercise  control over all matters
requiring  shareholder  approval allows these parties to take actions or refrain
from taking actions that may be contrary to the interests of other shareholders.

Ms. Maria Morgan, the spouse of Mr. Neil Morgan, our chief executive officer, is
the  office  manager  of  our  Langley,  British  Columbia head office.  We paid
$21,312  to  Ms.  Morgan  in  2001  as  compensation  for  these  services.

                                  Page 29 of 31

<PAGE>

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

(a)     EXHIBITS

EXHIBIT
NUMBER  DESCRIPTION
        --------------------
3.1     Articles  of  Incorporation  (1)
3.2     Articles of Amendment changing our name to Mega Pro Tools Corporation(1)
3.3     Articles  of  Amendment  changing  our  name  to  MegaPro Tools Inc. (1)
3.4     Articles  of  Amendment  amending  Article  6  (1)
3.5     Amended  By-Laws  (1)
4.1     Share  Certificate  (1)
5.1     Opinion  of  Cane  &  Company,  LLC,  with  consent  to  use  (1)
10.1    Acquisition Agreement dated September 30, 1999 between us and Ms. Maria
        Morgan,  Envision  Worldwide Products Ltd., Mr. Robert Jeffery, Mr. Lex
        Hoos and Mr.  Eric  Paakspuu  (1)
10.2    Jore  Sublicense  Agreement  for  Canada  (1)
10.3    Jore  Sublicense  Agreement  for  US  (1)
10.4    National  Account  License  Agreement  for  Canada  (1)
10.5    National  Account  License  Agreement  for  US  (1)
10.6    Regular  Account  License  Agreement  for  Canada  (1)
10.7    Regular  Account  License  Agreement  for  US  (1)

Notes:

     (1)  Filed as an exhibit to the Registrant's Form SB-2 registration
          statement, as amended, filed with the Securities and Exchange
          originally on July 3, 2000 and as amended through April 23, 2001.

     (b)  REPORTS  ON  FORM  8-K

No  Current  Reports on Form 8-K were filed by the Company during the year ended
December  31,  2001.

                                  Page 30 of 31

<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.


MEGAPRO  TOOLS  INC.


By:  /s/  Neil Morgan
     ___________________________________
     Neil Morgan
     Chief  Executive  Officer
     Chief  Financial  Officer
     President,  Secretary  and  Treasurer
     Director
     Date:     March  26,  2002


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



By:  /s/ Neil Morgan
     ___________________________________
     Neil  Morgan
     Chief  Executive  Officer
     Chief  Financial  Officer
     President,  Secretary  and  Treasurer
     Director
     (Principal  Executive  Officer)
     (Principal  Financial  Officer  and  Principal  Accounting  Officer)
     Director
     Date:     March  26,  2002




By:  /s/ Joseph Piscitelli
     ____________________________________
     Joseph Piscitelli
     Director
     Date:     March  26,  2002



                                  Page 31 of 31