UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2001

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________.
Commission File Number 000-17637

eVision International, Inc.
(Exact Name of Registrant as Specified in its Charter)

                                                                   Colorado                                                                                                                     45-0411501
                                                 (State or other jurisdiction of                                                                                  (IRS Employer Identification No.)
                                                  incorporation or organization)

1888 Sherman Street, Suite 500
Denver, CO 80203
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (303) 894-7971

Securities registered pursuant to Section 12(g) of the Act:
$0.01 Par Value common stock
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and, (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

As of December 31, 2001, the aggregate market value of the Registrant’s voting stock held by non-affiliates was $485,088 based on the closing bid price of $0.03 per share as of that date. As of December 31, 2001, Registrant had 26,897,065 shares of its $0.01 par value common stock outstanding.

PART I

Item                                                                                     Page
----                                                                                     ----

1.   Business............................................................................. 3

2.   Properties...........................................................................14

3.   Legal Proceedings....................................................................14

4.   Submission of Matters to a Vote of Security Holders..................................15

PART II

5.   Market for Registrant's Common Stock and Related Stockholder Matters.................15

6.   Selected Financial Data..............................................................17

7.   Management's Discussion and Analysis of Financial Condition and Results of
         Operations ......................................................................19

7A.  Quantitative and Qualitative Disclosures About Market Risk...........................25

8.   Financial Statements and Supplementary Data..........................................27

9.   Changes in and Disagreements with Accountants on Accounting and Financial
         Disclosure.......................................................................27

PART III

10.  Directors and Executive Officers of the Registrant...................................28

11.  Executive Compensation...............................................................32

12.  Security Ownership of Certain Beneficial Owners and Management.......................35

13.  Certain Relationships and Related Transactions.......................................37

PART IV

14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K......................45

PART I

ITEM 1. BUSINESS

eVision International, Inc. (formerly eVision USA. Com, Inc.) is a holding company that was incorporated under the laws of the state of Colorado on September 14, 1988. eVision International, Inc. and its subsidiaries are referred to collectively as eVision or the Company. As of September 30, 2001, eVision’s consolidated subsidiaries include companies that:

        °     provide transaction processing, networking and internet based services;
        °     provide leveraged financing;
        °     provide high speed internet access via satellite; and
        °     design, develop and market information management software products for the healthcare industry.

Until December 19, 2000, one of eVision’s significant subsidiaries, American Fronteer Financial Corporation (American Fronteer or AFFC), operated as a broker/dealer in securities.

As of September 30, 2001, eVision is majority owned by Heng Fung Holdings Limited (Heng Fung formerly known as Online Credit International Limited) and its subsidiary, Online Credit Limited (Online Credit). Heng Fung, eVision and its subsidiary, eBanker USA.com, Inc. (eBanker), are significant shareholders of Global Med Technologies, Inc. (Global Med). eVision and eBanker hold shares of common stock and warrants to purchase shares of common stock of Global Med. In addition, Global Med has outstanding balances due on various financing agreements with eBanker. eBanker has credit card accounts and facilities receivable with a subsidiary of Heng Fung, Online Credit Card Limited (OCCL). Also at times during the last three years, Global Online Funds, Inc. (Global Online) a wholly-owned subsidiary of eVision owned securities of Heng Fung through Lil Capital, Inc. (Lil Capital formerly known as Fronteer Capital, Inc. or Fronteer Capital) wholly-owned by Global Online. Consequently, eVision, Heng Fung, Online Credit, OCCL, eBanker, Global Med, Global Online and Lil Capital, Inc. are considered related parties.

On June 8, 2001, eVision and Online Credit, entered into an agreement whereby eVision agreed to pay $7,314,316 of principal and interest, in the form of transferring ownership of assets, to Online Credit in satisfaction of certain convertible debentures outstanding subject to the approval of the eVision shareholders. The shareholders approved this transaction on November 28, 2001. The assets of eVision which will be used as satisfaction of the convertible debentures identified above consist of all debt, equity and derivative instruments of eBanker owned by eVision, except that owned by American Fronteer; all shares of Global Growth Management, Inc. (Global Growth) a wholly-owned subsidiary of eVision; and 1,050,000 common shares of Global Med. Consequently, as of November 28, 2001, eBanker and Global Med will no longer be part of the eVision consolidated financial statements.

eVision and certain of its subsidiaries have entered into significant related party transactions with Heng Fung or certain of its subsidiaries. Mr. Fai H. Chan, as Chairman of eVision, or other members of the Board of Directors of eVision, may identify and establish the terms of various transactions into which eVision and its subsidiaries and Heng Fung or certain of its subsidiaries may enter. Additionally, Mr. Chan is Chairman of Heng Fung and Heng Fung or Online Credit has provided funding in the past to eVision through the purchase of eVision’s convertible debentures.

Certain of the lending arrangements eBanker has entered into were identified, and terms were established, by Mr. Chan. Heng Fung participated in certain of these lending arrangements. Additionally, certain of these arrangements are with related parties.

As a result of these transactions and relationships, the financial condition and results of operations of eVision may not necessarily be indicative of those that would have resulted if eVision and Heng Fung were unaffiliated.

The consolidated financial statements include all of the following majority owned or controlled companies. All significant intercompany transactions have been eliminated.

eBanker USA.com, Inc.

General

eBanker is a consolidated subsidiary of eVision. As of September 30, 2001, eVision owned 40% of the outstanding common stock and 100% of the outstanding preferred stock of eBanker. The common shareholders of eBanker are entitled to 50% of the votes to elect the members of the board of directors and the preferred shareholder is entitled to 50% of the votes to elect the members of the board of directors. eBanker has entered into a management agreement with eVision to assist in the management of eBanker’s business including providing assistance in the (i) identification of lending opportunities, (ii) credit analysis of potential borrowers, (iii) structure of loans, including yield-enhancing equity participation and collateral arrangements and (iv) administration of loans. In exchange for such services, eVision is entitled to an annual fee equal to 10% of eBanker’s pretax profits as determined from eBanker’s annual audited financial statements.

eBanker was created with the purpose of providing a wide range of financial lending products and services. eBanker intends to identify, target and serve high-margin, global financial market segments. eBanker has been designed as a non-deposit taking, broad financial services entity, with the view of not being required to address the regulations facing traditional financial institutions.

During the year ended September 30, 2000, eVision purchased 10,000 shares of eBanker common stock, 50,000 common stock warrants and convertible debentures of $100,000 from eBanker shareholders for $100,000. This acquisition brought eVision’s ownership to 40% of the outstanding common stock. As previously described, on November 28, 2001, the shareholders of eVision approved the transfer of eVision’s ownership in eBanker to Online Credit.

Credit Card Accounts and Facilities Receivable with OCCL

In March 2000, eBanker acquired from MBf Card International Limited (MBf) a non-revolving interest in certain outstanding credit card accounts receivable for a total consideration of $7,625,062, which represented a discount of $1,601,976 from the total book value of the outstanding balances of the credit card accounts receivable of $9,227,038. This total of $9,227,038 consisted of approximately 92% of current accounts receivable and approximately 8% of 1 to 30 days past due accounts receivable. Approximately 60% of the initial consideration, or $4,645,040, was paid at the time of closing and the remaining balance was offset against collections on the related credit card receivables. Of the total purchase discount of $1,601,976, $800,000 was allocated to an allowance for doubtful accounts and the remaining discount of $801,976 is being accreted to income using the straight-line method over a period of 18 months, the estimated life of the credit card accounts receivable.

Concurrent with the acquisition of the credit card portfolio by eBanker, Online Credit acquired MBf and changed the name of MBf to Online Credit Card Limited (OCCL). OCCL processes the credit card collections for eBanker, remits collections to eBanker on a monthly basis, and manages and absorbs the costs associated with (i) the administration and overhead of the portfolio including rent, utilities, salaries, wages, benefits, and hardware, software and other equipment costs, (ii) the underlying cards’ benefits and bonus points program, (iii) one-third of any charge-offs and (iv) providing 24-hour customer support. eBanker estimates that it paid OCCL approximately $290,000 and $1,413,000 related to processing collections for the years ended September 30, 2001 and 2000, respectively. In addition to the accretion of the discount, eBanker earns 10% interest on the outstanding credit card accounts. For the years ended September 30, 2001 and 2000, after payment of the fees related to processing collections, eBanker recognized interest income of approximately $602,279 and $705,000, respectively, including the discount accretion. In addition, eBanker paid OCCL a one-time fee of approximately $100,000 related to its share of legal, audit, and other fees as part of the acquisition of the credit card accounts receivable. As of September 30, 2001, the net credit card accounts receivable balance was $61,918.

During the year ended September 30, 2001, eBanker and OCCL entered into agreements to lend funds to unaffiliated Hong Kong companies through credit card facilities. eBanker and OCCL share in the loans, as proportionately agreed. The credit card facilities bear interest at the rate of 3% per month and are administered by OCCL. In exchange for OCCL’s administration of the facilities, legal documentation and due diligence, eBanker pays OCCL 10% per annum on eBanker’s share of the outstanding balances. This amount is estimated to be approximately $350,000 for the year ended September 30, 2001. eBanker’s share of the balance outstanding as of September 30, 2001 was $2,560,153 including interest and net of allowances of $943,977.

Financing Agreements with Global Med

In April 1998, Online Credit and Fronteer Capital entered into financing agreements with Global Med due in April 1999. Online Credit committed to extend a line of credit in the amount of $1,500,000 and Fronteer Capital committed to extend $1,650,000 under separate agreements. The interest rate under both agreements was 12%. In consideration for the commitments, Online Credit and Fronteer Capital were granted warrants to purchase 6,000,000 and 1,000,000 shares, respectively, of Global Med common stock exercisable at $0.25 per share. Fronteer Capital would be granted an additional warrant to acquire 5,000,000 shares of Global Med common stock at $0.25 per share upon the initial borrowing under the financing agreement. Additionally, Online Credit was granted the right to appoint five members to the board of directors of Global Med so long as there are any amounts outstanding under its original agreement. Online Credit has appointed such members to the board of directors of Global Med. In the event of default, amounts due under these commitments were convertible into common shares of Global Med at $0.05 per share.

As of September 30, 1998, Global Med had borrowed $1,500,000 on the Online Credit agreement and there were no amounts outstanding under the Fronteer Capital commitment.

In October 1998, eBanker and Global Med agreed to an assignment of the loan commitment from Fronteer Capital, excluding the warrant to purchase 1,000,000 shares of common stock issued in connection with the commitment. eBanker was issued a warrant to purchase 5,000,000 shares of Global Med common stock at $0.25 per share upon initial borrowing under the financing agreement in October 1998. Additionally, in October 1998, eBanker purchased from Online Credit $1,000,000 of its $1,500,000 total notes receivable from Global Med and a warrant to purchase 4,000,000 shares of common stock of Global Med at $0.25 per share for a total purchase price of $1,100,000. In November 1998, Global Med owed eBanker the $1,650,000 under Fronteer Capital’s original financing agreement plus the $1,000,000 under Online Credit’s original financing agreement for a total of $2,650,000.

In March 1999, Online Credit exercised its remaining 2,000,000 warrants for cancellation of the remaining $500,000 it had extended to Global Med. Additionally, eBanker extended the due date for the $2,650,000 outstanding under its financing agreements with Global Med until April 15, 2000. In consideration for the extension, eBanker was paid a 2% fee in the form of 42,400 shares of Global Med common stock and the default conversion feature of the loans was increased from $0.05 per share to $0.25 per share.

In March 1999, eBanker extended a $750,000 bridge loan to Global Med due in December 1999. The bridge loan was convertible into common shares of Global Med at the rate of $1.13 per share. The bridge loan bears interest at 12% and eBanker was paid a 2% commitment fee in the form of 13,275 shares of Global Med’s common stock.

In April 1999, Online Credit entered into a bridge loan commitment with Global Med for $2,000,000 due in April 2000. The bridge loan was convertible into shares of Global Med at the rate of $1.15 per share. The bridge loan bears interest at 12% and Online Credit was paid a 5% commitment fee in the form of 86,957 shares of Global Med’s common stock.

At September 30, 1999, $3,400,000 was outstanding under eBanker’s financing agreements with Global Med and $2,000,000 remained available under the bridge loan commitment of Online Credit.

In October 1999, Online Credit, as agreed to by Global Med, assigned to eBanker its $2,000,000 bridge loan commitment to Global Med and transferred to eBanker the 86,957 shares of Global Med common stock. Also in October 1999, eVision and eBanker entered into a lock up agreement whereby Global Med issued 50,000 and 450,000 shares of its common stock to eVision and eBanker, respectively, in consideration for eVision and eBanker agreeing to restrict sales of their holdings of Global Med common stock and warrants for a period of one year.

In December 1999, the $750,000 bridge loan was extended to September 2000. In consideration for the extension, eBanker received a 2% fee in the form of 13,275 shares of Global Med common stock and the conversion rate was reduced from $1.15 per share to $0.50 per share.

In April 2000, the $2,650,000 loans and the $2,000,000 bridge loan were extended to January 2001. Under the terms of the extension, if the loans were not repaid by January 2001, they would automatically extend to April 2001, the conversion features would be eliminated and eBanker would be granted warrants to acquire Global Med common stock at $0.50 per share. The number of warrants to be issued would be based on the total principal and interest outstanding divided by the exercise price of $0.50 per share. A conversion feature was added to the $2,650,000 loan that entitled eBanker to convert the loan into shares of Global Med common stock at a rate of $1.68 per share. Additionally, the $750,000 bridge loan was extended to January 2001. In consideration for these extensions, eBanker was paid a 2% fee in the form of 160,000 shares of Global Med common stock.

At September 30, 2000, a total of $5,400,000 was outstanding under the financing agreements between eBanker and Global Med and there were no remaining amounts available under the commitments.

In November 2000, eBanker agreed to exercise warrants to purchase 8,000,000 shares of common stock of Global Med at $0.25 per share in exchange for $2,000,000 of its notes receivable from Global Med. Prior to this exercise of warrants, a total of $5,400,000 was outstanding under three separate financing agreements between eBanker and Global Med and there were no remaining amounts available under the commitments. After the exercise, the remaining $3,400,000 outstanding under the various financing agreements and accrued interest of $428,700 were combined into one agreement and the due date was extended to July 1, 2001. Global Med agreed to pay interest of 12% per annum on a semi-annual basis, with the first interest payment due May 19, 2001. The 8,000,000 shares of common stock were issued on February 28, 2001. In consideration for the extension of the remaining principal and interest, eBanker received a fee of 5% payable in 197,600 shares of common stock of Global Med valued at $191,435.

As part of the extension and because the principal was not paid in full by July 1, 2001, the due date for the principal was automatically extended to July 1, 2003. Additionally, eBanker is to be issued warrants to acquire up to 10,168,430 shares of Global Med common stock with an exercise price of $0.50 per share. Additionally, upon the occurrence of certain events related to a certain contract Global Med is negotiating, Global Med will have the right, in its discretion, to put its shares of common stock worth up to $1,500,000 to eBanker at $0.50 per share in the form of exchanging debt for shares of common stock. The default conversion rate under this extension is $1.00 per share. As consideration for this provision, eBanker was issued 500,000 restricted shares of Global Med common stock valued at $484,400.

On March 22, 2001, Global Med and eBanker entered into an interest payment option agreement that provided Global Med with the option, with five days prior written notice, to elect and pay to eBanker, before July 1, 2001, Global Med’s entire interest payment calculated for the life of the loan agreement dated November 19, 2000, in the form of 1,746,688 shares of Global Med common stock (calculated at $0.6875 per share, which was the closing bid price on March 22, 2001). In the event that Global Med pays any principal on the loan prior to July 1, 2003, eBanker will return a number of shares determined by calculating the pro-rata interest avoided due to early repayment of principal divided by $0.6875 per share. eBanker will make this calculation on July 1, 2001, July 1, 2002 and July 1, 2003.

On June 20, 2001 Global Med elected to exercise the interest payment option. As a result, eBanker will be issued 1,746,688 shares of Global Med’s common stock as payment for the interest expense on the outstanding balance under the financing agreements through July 1, 2003.

If Global Med defaults on the repayment of any amount borrowed under the combined note issued to eBanker, all existing members of the board of directors of Global Med will be required to resign and eBanker will have the right to appoint all new members.

Asset Transfer

On June 8, 2001, eVision and Online Credit, entered into an agreement whereby eVision agreed to pay $7,314,316 of principal and interest, in the form of transferring ownership of assets, to Online Credit in satisfaction of certain convertible debentures outstanding subject to the approval of the eVision shareholders. The shareholders approved this transaction on November 28, 2001. The assets of eVision which will be used as satisfaction of the convertible debentures identified above consist of all debt, equity and derivative instruments of eBanker owned by eVision, except that owned by a specific eVision subsidiary, American Fronteer; all shares of Global Growth; and 1,050,000 common shares of Global Med. As part of the transaction, eBanker granted an option, backed by the option hedge agreement described below, to the Company to purchase 543,177 shares, or approximately 50% of Online Credit Limited’s ownership after the asset transfer, exercisable at $4.07 per share on or before December 31, 2001, at $4.31 per share on or before December 31, 2002, and at $4.57 per share on or before December 31, 2003, and that will expire on December 31, 2003.

On August 19, 2001 in conjunction with the asset transfer, eBanker and Online Credit entered into an option hedge agreement whereby Online Credit agreed to the cancellation and return of common shares of eBanker equal to the number of common shares that are purchased by the Company in the exercise of the option agreement dated August 19, 2001. As part of the option hedge agreement, eBanker agreed to pay Online Credit the proceeds received by eBanker from the exercise of the option agreement by the Company less a fee of $0.25 per share.

Other Activities

On April 5, 2001, eBanker entered into a loan agreement with an entity for $500,000, bearing interest at a rate of 12% per annum, payable quarterly for a term of 36 months. The loan is secured by certain assets of the entity including, but not limited to, the current and future intellectual property (trademarks, software, copyrights, technology, licenses, and patented technology), marketable securities and stock of the entity that is not owned by the entity itself. eBanker received a commitment fee equal to 10% of the entity’s common stock. At the time of the transaction, two of the entity’s principals were members of the board of directors of eVision.

On September 19, 2001, eBanker and Online Credit entered into an Acquisition Support Engagement Agreement, which required Online Credit to assist and advise eBanker in a proposal to gain control of Tem Fat Hing Fung Holdings Limited (Tem Fat), a Bermuda company listed on the Stock Exchange of Hong Kong. Online Credit was positioned as a creditor of Tem Fat, who was in provisional liquidation, to influence and negotiate with the other creditors to potentially gain control of Tem Fat. Under the terms of the Agreement, eBanker paid Online Credit a $500,000 non-refundable fee for Online Credit to withdraw its previously presented proposal to the creditors of Tem Fat to enable eBanker to present its proposal relative to positioning certain of its assets into Tem Fat and gaining control of Tem Fat. eBanker intended to use Tem Fat’s Stock Exchange of Hong Kong main-board listed status to securitize its investment in Global Med, by injecting its investment in various Global Med securities and additional capital into Tem Fat in exchange for control. Although eBanker’s proposal was one of only two proposals that make it to the final selection stage, in November 2001 the creditor’s steering committee accepted a proposal other than that of eBanker’s, mainly due to increases in the competing bid’s cash offer component.

In January 2000, eBanker provided a loan to Skyhub Asia Holding Limited (Skyhub) for which eBanker received 3% of the outstanding shares of Shyhub. This transaction is described in more detail below under the caption “Skyhub Asia Holdings Limited”.

Financial Information

eBanker’s revenue for the years ended September 30, 2001, 2000 and 1999 was $3,469,544, $4,100,524 and $1,920,379, respectively. Operating income (loss) for the periods ended September 30, 2001, 2000 and 1999 was $(1,091,661), $1,920,735 and $429,138, respectively.

Global Med Technologies, Inc.

Global Med was organized under the laws of the State of Colorado in December 1989. Global Med designs, develops, markets and supports information management software products for blood banks, hospitals, centralized transfusion centers and other healthcare related facilities.

Global Med developed SAFETRACE® and SAFETRACE TX™, a transfusion management information system that is designed to be used by hospitals and centralized transfusion centers to help insure the quality of blood transfused into patient-recipients. SAFETRACE TX™ provides electronic cross-matching capabilities to help insure blood compatibility with patient-recipients and will track, inventory, bill and document all activities with blood products from the time blood products are received in inventory to the time the blood products are used or returned to blood centers. SAFETRACE TX™ complements SAFETRACE® as the combined SAFETRACE TX™ and SAFETRACE® software system integrates hospitals with blood centers and provides a “vein-to-vein”™ tracking of the blood supply. The FDA requires all blood tracking application software vendors to submit a 510(k) application for review. The application process for FDA review and compliance with FDA guidelines relates to computer software products regulated as medical devices. In April 1997, SAFETRACE® received FDA 510(k) clearance. SAFETRACE TX™ received FDA 510(k) clearance in January 1999.

During 1999, Global Med formed a subsidiary, PeopleMed.com, Inc., a Colorado corporation, which is approximately 83% owned by Global Med, to develop a software application designed to give HMO providers and other third party payers access to clinical information for chronic disease patients. This application will allow doctors and other medical employees access to a patient’s history. The remaining 17% of PeopleMed is primarily owned by certain officers and directors of Global Med.

As of September 30, 2000, the Company owned a total of 1,815,907 shares (eBanker 765,907 shares) of common stock of Global Med. This represented 13% of the total outstanding shares of Global Med common stock. In November 2000, eBanker acquired an additional 8,697,600 shares of common stock of Global Med in connection with the refinancing of the financing agreements discussed below. As a result of these transactions, eBanker gained control of Global Med with approximately 43% of the outstanding common stock and Global Med is reflected in eVision’s consolidated financial statements as a consolidated subsidiary of eBanker effective November 20, 2000 through November 28, 2001, the date the shareholders approved the transfer of assets, including ownership on eBanker and Global Med to Online Credit in satisfaction of certain convertible debentures as previously described.

Financial Information

Global Med’s consolidated revenue included in eVision’s consolidated financial statements for the period ended September 30, 2001 was $5,118,680. Consolidated operating losses for the same period ended September 30, 2001 was $1,714,132.

Global Online Funds, Inc.

Fronteer Capital, a Delaware corporation wholly owned by eVision, was formed to operate as a holding company of investment opportunities in “small cap” companies. During the years ended September 30, 1999 and 1998, Fronteer Capital purchased a total of approximately 122,084,000 shares of the common stock of Heng Fung in open market transactions on the Hong Kong Stock Exchange. Two officers or directors of the Company are directors of Heng Fung. In addition, one officer and director beneficially owns approximately 6% of the outstanding common stock of Heng Fung.

In July 1999, eVision sold to Ladsleigh Investments Limited (Ladsleigh), an unrelated party, 100% of the stock of Fronteer Capital, now known as LIL Capital, for $3,000,000. The primary assets of LIL Capital were approximately 122,084,000 shares of the common stock of Heng Fung. The purchase price was paid in cash of $150,000 and in the form of a promissory note for $2,850,000, which bore interest at 14% and was due July 30, 2000. To secure the promissory note, eVision held all the primary assets of LIL Capital in escrow.

In March 2000, Ladsleigh sold the Company a ten year option to reacquire all of the outstanding stock of LIL Capital. eVision paid $250,000 for the option and the exercise price of the option was the amount outstanding under the note receivable plus all accrued interest. In July 2000, call options on Heng Fung stock previously sold by Ladsleigh to other unrelated parties expired unexercised and eVision exercised its option to reacquire LIL Capital. The option price was paid by canceling the $2,850,000 promissory note and the accrued interest thereon of $371,292. The assets of LIL Capital consisted primarily of the assets previously sold to Ladsleigh. In conjunction with the exercise, the Company recognized a charge of $425,000 representing the excess of the cost over the market value of the LIL Capital assets.

In July 2000, eVision transferred the ownership of LIL Capital to Global Online. As of September 30, 2000, Global Online’s consolidated assets consisted primarily of 123,294,000 shares of common stock and warrants to purchase 24,416,800 shares of common stock of Heng Fung. Because of the reacquisition in July 2000, uncertainty regarding their ultimate disposition and current accounting practices regarding investments in stock of a parent company by a subsidiary, the investment in the equity instruments (common stock and common stock warrants) of Heng Fung was reflected in the financial statements as a contra-equity account at their cost of $2,545,286, in a manner similar to treasury stock. During the year ended September 30, 2001, this common stock was sold in the open market for net proceeds of $1,007,877 resulting in a charge against additional paid-in-capital of $1,444,603 and the warrants expired which resulted in a loss of $92,806.

Financial Information

Global Online’s consolidated revenue included in eVisions’s consolidated financial statements for the period ended September 30, 2000 was $33,092. There was no significant revenues for the period ended September 30, 2001. Consolidated operating income (loss) for the period ended September 30, 2001 and 2000 was $(381,804) and $19,527.

Skyhub Asia Holdings Limited

In January 2000, eVision issued 1,185,209 shares of common stock in exchange for newly issued shares of common stock which comprised a 60% ownership in Gemtron International Global Ltd., which later became Skyhub Asia Holdings Limited (Skyhub). Of the 60% of the outstanding shares of Skyhub issued, 57% of the shares were issued to eVision and 3% were issued to eBanker for providing a loan commitment to Skyhub on behalf of eVision as described below. Skyhub’s operations to date consist of equipment sales, support services and broadband internet access. eVision guaranteed to Skyhub that the value of the 1,185,209 shares of eVision common stock would be no less than $3,000,000 when sold in an orderly manner in the open market. Under the agreements, as amended, any shortfall will be made up by eVision, at eVision’s option, in cash or additional shares of eVision common stock.

eVision agreed to provide Skyhub with a total of approximately $3,000,000 in financing, including a short term loan in the maximum amount of $1,500,000. In February 2000, eBanker entered into a loan commitment agreement with Skyhub and eVision. eBanker committed to loan Skyhub, on behalf of eVision, up to $1,500,000, bearing interest at the rate of 12% per annum, payable every six months, with the principal due one year from the date of the draw on the loan. In February 2000, eBanker advanced Skyhub $1,000,000 of the loan commitment which was due in February 2001. In February 2001, eBanker, eVision and Skyhub agreed to extend the due date for one year in consideration of eVision transferring 5% of the total outstanding shares of Skyhub from its existing ownership of Skyhub to eBanker. This loan balance has been eliminated in consolidation.

On June 14, 2001 5G Wireless Communications Inc. (5G), an unrelated third party, agreed to acquire 30% of the outstanding common stock of Skyhub. Under the terms of the acquisition, 5G will provide $1,000,000 in financing for expansion of Skyhub’s network. As part of the terms, Skyhub would be issued 2,814,791 shares of eVision’s common stock in fulfillment of the remaining $3,000,000 commitment described above, which shares would then be exchanged, along with the 1,185,209 common shares already owned, with eBanker for the loan and outstanding accrued interest. As a result of the transaction, eVision and eBanker’s ownership in Skyhub decreases from 52% and 8% to 26% and 4%, respectively. Additionally, 5G will retain an option to acquire an additional 20% ownership in Skyhub from eVision. Subsequently, only $100,000 has been provided to Skyhub and 5G has indicated that it will have problems fulfilling itS funding agreement. This has resulted in Skyhub suspending operations. Skyhub has begun exploring its legal options against 5G.

Financial Information

Skyhub’s revenue included in eVision’s consolidated financial statements for the period ended September 30, 2001 and 2000, was $325,130 and $111,010. Operating loss for the period ended September 30, 2001 and 2000, was $717,987 and $473,554.

American Fronteer Financial Corporation

American Fronteer was registered as a broker/dealer with the Securities and Exchange Commission (Commission), was a member of the National Association of Securities Dealers (NASD) and the Boston Stock Exchange, an associate member of the American Stock Exchange, and registered as a securities broker/dealer in all 50 states. American Fronteer was a member of the Securities Investor Protection Corporation (SIPC) and other regulatory and trade organizations. American Fronteer was licensed to sell insurance products in certain states. During the year ended September 30, 2001, in connection with the transaction discussed below, American Fronteer filed Form BDW to withdraw its registration as a broker/dealer with the Commission and terminated its other memberships related to its broker/dealer operations. American Fronteer’s business consisted of providing retail securities brokerage and investment services, trading fixed income and equity securities, providing investment banking services to corporate and municipal clients, managing and participating in underwriting corporate and municipal securities and selling a range of professionally managed mutual funds and insurance products.

On December 19, 2000, eVision acquired 24.9% of the outstanding common stock of Auerbach, Pollak and Richardson, Inc. (APR), a broker/dealer in securities, and an option to purchase an additional 15.1% of the outstanding common stock of APR for one dollar in exchange for the primary assets of the retail brokerage operations of American Fronteer. The transfer of the American Fronteer brokers and other personnel to APR occurred on December 19, 2000. Following the transfer, American Fronteer withdrew its registrations as a securities broker/dealer with the Commission and the states, and terminated its memberships in the NASD, the Boston Stock Exchange, the American Stock Exchange and SIPC. The option was exercised on February 27, 2001. eVision has the option to nominate two members to the board of directors of APR. The investment in APR is accounted for under the equity method of accounting.

Because the transaction was an exchange of ownership interests in securities broker/dealers, the operations of American Fronteer was not originally reflected as discontinued operations. However, subsequently, APR incurred a net capital violation and was prevented from operating as a full service broker/dealer by the NASD. Since this time, the brokerage accounts have been transferred to another broker/dealer. Consequently, the Company has accrued for lease termination and other costs of approximately $1,700,000 that American Fronteer may be ultimately be responsible for and accounted for its broker/dealer operations as discontinued operations. See Note 3 of the consolidated financial statements.

Financial Information

For the years ended September 30, 2001, 2000 and 1999, American Fronteer’s revenue reflected as discontined operations was $1,093,191, $23,178,305 and $20,901,457, respectively. Operating losses over the same time periods were $7,129,685, $914,147 and $2,513,713, respectively.

Other Subsidiaries

eBiz Web Solutions, Inc. (eBiz Web Solutions), formerly NeuroWeb Canada, Inc., a Canadian corporation formed in November 1999, is a wholly owned subsidiary of eVision. eBiz Web Solutions operated as a website development company until February 2001 at which time it ceased such operations. In addition to providing website development services for eVision, eBanker and AFFC, eBiz Web Solutions contracted with other commercial enterprises.

In January 2000, eVision acquired 100% of the outstanding stock of Global Growth, a Canadian corporation, from Robert H. Trapp, an officer and director of eVision, for $1. There were no assets or liabilities of Global Growth. In January 2000, Global Growth entered into an agreement to purchase real property from an unaffiliated party in Vancouver, British Columbia Canada, subject to certain general conditions. The property is commercial real estate and served as the offices for eBiz Web Solutions.

eVision also has the following wholly owned subsidiaries with minor operating activities: eVision Corporate Services, Inc. (eVision Corporate Services), a Colorado corporation and Corporate Net Solutions, Inc. (Corporate Net Solutions), a Colorado corporation.

Competition

eBanker

eBanker is engaged in a highly competitive business. eBanker competes for lending opportunities with many companies, including numerous financial institutions that have been in existence for longer periods of time. Many of eBanker’s competitors are significantly larger than eBanker, have established operating histories and procedures, have access to significantly greater capital and other resources, have management personnel with more experience than the management of eBanker and have other advantages over eBanker in conducting certain businesses and providing certain services.

Global Med

Global Med is aware of four primary competitors to its Safetrace software product, including MAK-SYSTEM Corp. in France, Information Data Management, Inc., Blood Bank Computer Systems, Inc. and Systec Computer Associates in the United States. There are three primary competitors in the United States to its Safetrace TX product, Sunquest, MEDIWARE Information Systems, Inc. and Cerner Corp. Some of these competitors are larger and have greater resources than Global Med.

Segments

Financial information regarding the segments appears in Note 26 to the accompanying audited financial statements included in Item 14 of this Annual Report on Form 10-K.

Regulation

American Fronteer was subject to regulation under federal and state laws surrounding the insurance industry for the insurance products, primarily variable annuities, which its insurance licensed registered representatives sold.

Private Placements

eVision

In October 1998, eVision commenced a private placement of 1,500,000 shares of its Series B Preferred Stock at a price of $10.00 per share. Before the offering was terminated, 25,500 shares were sold. In May 1999, eVision commenced a second private placement of 1,500,000 shares of its Convertible Series B Preferred Stock at $10.00 per share. The 25,500 shares of Series B Preferred Stock sold in eVision’s first offering were exchanged for Convertible Series B Preferred Stock. Including the shares exchanged from the first offering, 110,500 shares of Convertible Series B Preferred Stock were sold in the second offering before it was terminated. Proceeds as of September 30, 1999 were $860,147 net of offering costs of $244,853.

In September 1999, eVision commenced a third private offering of 1,500,000 shares of its Convertible Series B-1 Preferred Stock at a price of $10.00 per share, and 110,500 shares were being offered in exchange for the Convertible Series B Preferred Stock on a one-for-one basis. The Convertible Series B-1 Preferred Stock was offered by American Fronteer, which was issued warrants that allow the holder to purchase 150,000 shares of eVision’s Convertible Series B-1 Preferred Stock at a purchase price of $12.00 per share for five years. American Fronteer also received a commission of 10% and a non-accountable expense allowance of 3% of the total amount sold in the offering for cash. The offering of the Convertible Series B-1 Preferred Stock closed in January 2000 when all 1,500,000 shares of Convertible Series B-1 Preferred Stock were sold. During the period from October 1, 1999 through the closing in January 2000, eVision sold the remaining 1,389,500 shares for cash proceeds of $12,042,328, net of offering costs of $1,852,672. In total, for the 1,500,000 shares, eVision received $12,902,475, net of offering costs.

The Convertible Series B-1 Preferred Stock has a cumulative annual dividend rate, payable semi-annually, of 8% in cash and 7% in additional shares of the Convertible Series B-1 Preferred Stock. Heng Fung has guaranteed the payment of any cash dividends that accrue on the Convertible Series B-1 Preferred Stock through October 31, 2002. Any Convertible Series B-1 Preferred Stock issued as a dividend on the Convertible Series B-1 Preferred Stock has the same dividend and the same terms as the Convertible Series B-1 Preferred Stock. The dividend on the Convertible Series B-1 Preferred Stock is payable each April 30 and October 31 thereafter, when and if declared by the Board of Directors. Each share of Convertible Series B-1 Preferred Stock is convertible by the holder into 10 shares of eVision’s common stock which is equivalent to a price of $1.00 per share of common stock. Each share of Convertible Series B-1 Preferred Stock is automatically convertible into 10 shares of common stock at $1.00 per share at such time as the closing bid price of the common stock is at least $4.00 per share for 30 consecutive trading days. The Convertible Series B-1 Preferred Stock is redeemable by eVision on or after October 1, 2003, at a price of $12.50 per share plus any accrued and unpaid dividends.

In consideration for Heng Fung’s guaranty, eVision issued an affiliate of Heng Fung 250,000 shares of eVision’s common stock that had a value of $62,500 based on the closing price of $0.25 per share of the common stock on the date of the agreement. If Heng Fung is required to make dividend payments as a result of its guaranty, Heng Fung or its designee receives a five year 12% convertible debenture equivalent to the amount that Heng Fung is required to pay on the guaranty unless the act of eVision in giving Heng Fung or its designee the 12% convertible debenture would be deemed to be an illegal distribution under the Colorado Business Corporation Act. In such event, Heng Fung or its designee would receive, instead of a 12% convertible debenture, the number of shares of common stock as is equal to the total amount of the dividend paid divided by 90% of the conversion price of the common stock as defined in the 12% convertible debenture. In general, the conversion price of the convertible debenture will be the market price of the common stock on the date of conversion. The Company’s cash portion of the dividend payment on its Convertible Series B-1 Preferred Stock as of April 30 and October 31, 2001 was made by Heng Fung pursuant to the guaranty.

During the year ended September 30, 2000, the Company issued 39,036 shares of the Convertible Series B-1 Preferred Stock in payment of dividends on the Convertible Series B-1 Preferred Stock, and 508,170 shares of common stock upon the conversion of 50,817 shares of Convertible Series B-1 Preferred Stock. Cash dividends paid during the year ended September 30, 2000 were $445,217.

On November 30, 2000, the Company issued 53,770 shares of Convertible Series B-1 Preferred Stock for $537,182 and paid cash of $614,205 in payment of dividends on the Convertible Series B-1 Preferred Stock of which $449,369 and $513,565 was accrued as of September 30, 2000 for the issuance of shares and cash, respectively.

Employees

As of December 31, 2001, eVision and its subsidiaries had 47 full time employees. Six were employed by eVision Corporate Services and 41 were employed by Global Med.

ITEM 2. PROPERTIES

The offices for eVision, its wholly owned subsidiaries and eBanker are located at 1888 Sherman Street, Suite 500, Denver, Colorado, 80203. The offices consist of approximately 5,000 square feet of subleased space. The sublease expires in June 2004. eVision currently pays monthly rent of approximately $7,300 for the space. eVision also leased space for its branch offices pursuant to leases that have various rental rates and expire at various dates. During the year ended September 30, 2001, most of these branch office lease obligations were assumed by APR.

The office space that was used by eBiz Web Solutions is owned by Global Growth and is located in Vancouver, British Columbia, Canada. The property is subject to a mortgage note in the amount of approximately $800,000 that is due in May, 2005 and bears interest at 9.6% per annum.

ITEM 3. LEGAL PROCEEDINGS

On or about September 8, 2000, Michael Halperin, M.D., and Donald Kern, D.D.S., shareholders of eBanker, filed a complaint in the United States District Court for the Southern District of New York (Case No. 00 CIV. 6769) against eBanker, eVision, AFFC, and the officers and/or directors of eVision and eBanker. Among other claims, the complaint alleged that eBanker and eVision misrepresented and/or omitted material facts in their private offering memoranda, communications with shareholders, and in eVision’s Annual Report on Form 10-K, in violation of Sections 10(b) and 10b-5 of the Securities Exchange Act of 1934. Among other items, the plaintiffs were seeking compensatory damages of no less than $70,000,000. On December 7, 2000, the Company filed a motion to dismiss all of the claims in this matter. On March 19, 2001, the United States District Court for the Southern District of New York issued Opinion and Order number 85313 regarding Case No. 00 CIV. 6769, in which this case was dismissed in its entirety. The plaintiffs are currently pursuing an appeal of the order dismissing their complaint.

On or about June 15, 2001, Michael Halperin filed a counterclaim in District Court in the State of Colorado against eBanker and a third party claim against eVision, AFFC, and officers and/or directors of eBanker and eVision. The counterclaim was filed in response to eBanker’s lawsuit alleging that Halperin defamed eBanker and interfered with eBanker’s prospective business relations. In his counterclaim, Halperin alleged that eBanker and the other defendants misrepresented and/or omitted material facts in eBanker’s private offering memorandum dated May 26, 1998 in violation of the Colorado Securities Act and common law fraud principles. On August 17, 2001, eBanker and the other defendants filed a Motion to Dismiss Halperin’s counterclaim and third-party claims. On November 1, 2001, the Court granted eBanker’s and the other defendants’ Motion and dismissed Halperin’s counterclaim and third-party claims in their entirety. Halperin filed a request for reconsideration of the order dismissing his claim. This request was denied in January 2002.

Although eBanker does not hold itself out as being primarily engaged in the business of investing, reinvesting, or trading in securities, for several quarters its asset composition may have fallen outside the limits set in Section 3(a)(1)(C) of the Investment Company Act of 1940, as amended, (the 1940 Act) for not being deemed an “investment company”, and its asset and income composition may have fallen outside the limits set in Rule 3a-1 under the 1940 Act for this purpose. In addition, due to stock sales made in the third quarter of calendar 1999, eBanker had a few more than 100 beneficial owners of its outstanding securities, calculated as provided for in Section 3(c)(1) of the 1940 Act, during the period beginning with that quarter through February 2001, at which time eBanker repurchased shares from enough holders to bring this figure back under 100. During the period in which eBanker had more than 100 beneficial owners, it could not rely on Section 3(c)(1) in order not to register under the 1940 Act, although it may have been entitled to rely on other exclusions. If eBanker was required to have been registered under the 1940 Act during this period, certain transactions it entered into during the period may be subject to rescission. Following consultation with outside legal counsel, management believes this matter did not and will not have a material effect on its business activities or on its financial condition or results of operations.

On December 13, 2001, Wells Fargo Bank filed a complaint against eVision in the District Court of Colorado (Case No. 01 CV6975) seeking amounts allegedly due under an office space lease at 1700 Lincoln Street in Denver, Colorado. Wells Fargo is seeking approximately $62,761 per month for 11 months and $73,547 per month from May 2002 to April 2007. On January 2, 2002, eVision filed counterclaims against Wells Fargo and the building owner, Commonwealth Properties, for unreasonably withholding consent to sublease the space to another tenant. eVision is vigorously defending this claim and vigorously pursuing its counterclaim.

On March 17, 2000, Philip and Brenda Sims filed an arbitration claim (Claim No. 00-1219) with the NASD offices in Atlanta, Georgia against American Fronteer, Todd Weiland, and Scott Hogan. The Sims are seeking $1,210,663 in damages they allege result from churning and unsuitable trades while they were customers of American Fronteer. On July 18, 2001, the Sims amended their complaint to add Robert Fitzner, Robert Trapp and Fai Chan. On December 18, 2001, the Sims withdrew their complaint against Fai Chan. American Fronteer is vigorously defending this complaint.

The Company is a defendant in certain other arbitration and litigation matters arising from its activities. After consultation with outside legal counsel, management believes the ultimate resolution of these arbitration and litigation matters, including those mentioned above, will not have a material adverse effect on the financial condition or operations of the Company.

On October 17, 2001 American Fronteer announced that it had filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in the Southern District of New York. American Fronteer currently plans to pursue an orderly reorganization through the Chapter 11 process.

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

No matter was submitted to a vote of eVision’s security holders during eVision’s fiscal quarter ended September 30, 2001.

PART II

(a) Market Information.

eVision’s common stock was traded on the NASDAQ SmallCap Market under the symbol FDIR from March 27, 1989 to October 21, 1998, when it began trading on the OTC Bulletin Board. eVision’s common stock is now traded under the symbol EVIS. The following table shows the range of high and low closing bid quotations for the common stock, for each quarterly period since the quarterly period beginning October 1, 1998. These quotations represent prices between dealers and do not include retail markups, markdowns, or commissions and may not necessarily represent actual transactions.

COMMON STOCK

       Fiscal Quarter Ended:                    High           Low
       ---------------------                    ----           ---

           September 30, 2001                  $   0.15         0.03
           June 30, 2001                           0.29         0.10
           March 31, 2001                          0.51         0.18
           December 31, 2000                       0.63         0.18
           September 30, 2000                      1.16         0.60
           June 30, 2000                           2.60         1.09
           March 31, 2000                          5.00         2.03
           December 31, 1999                       2.64         0.40

Trading in eVision’s common stock is currently conducted in the non-NASDAQ over-the-counter market in what is commonly referred to as the electronic bulletin board. As a result, an investor may find it more difficult to dispose of or to obtain accurate quotations as to the market value of eVision’s common stock. In addition, eVision is subject to a rule promulgated by the Commission, which provides that various sales practice requirements are imposed on broker/dealers who sell eVision’s common stock to persons other than established customers and accredited investors. For these types of transactions, the broker/dealer has to make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transactions prior to sale. Consequently, the rule may have an adverse effect on the ability of broker/dealers to sell eVision’s common stock, which may affect the ability of purchasers to sell eVision’s common stock in the market.

(b) Holders.

As of September 30, 2001, eVision had approximately 5,000 holders of record of its common stock, including those held in street name.

(c) Dividends.

eVision has not declared cash dividends on its common stock since its inception and eVision does not anticipate paying any dividends in the foreseeable future. eVision is currently precluded from paying dividends on its common stock by existing provisions within a convertible debenture agreement.

(d) Recent Sales of Unregistered Securities.

The Company previously sold Online Credit a ten year $4,000,000 10% Convertible Debenture that is convertible into shares of common stock and an option to purchase a ten year $11,000,000 12%, as amended, Convertible Debenture that is convertible into shares of common stock of eVision. Online Credit had purchased a total of $8,000,000 in convertible debentures through September 30, 2001. During the year ended September 30, 2001, eVision issued 428,583 shares of common stock in payment of accrued interest on the convertible debentures as of September 30, 2000.

The issuances of shares for interest were made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (1933 Act). The purchaser had access to full information concerning the Company and represented that it acquired the shares for the acquirer’s own account and not for the purpose of distribution. The shares contain a restrictive legend advising that the securities represented by the shares may not be offered for sale, sold or otherwise transferred without having first been registered under the 1933 Act or unless an exemption from the registration requirements of the 1933 Act is available. No underwriters were involved in the transaction.

During the year ended September 2001, 68,780 shares of Convertible Series B-1 Preferred Stock of eVision were converted to 687,800 shares of common stock of eVision. The issuances of the common stock were made in reliance upon the exemption from registration provided by Section 4(2) of the 1933 Act and Rule 506 of Regulation D adopted under the 1933 Act. The purchasers had access to full information concerning eVision and represented that they acquired the shares for the purchasers’ own accounts and not for the purpose of distribution. The certificates for the shares contain a restrictive legend advising that the shares may not be offered for sale, sold or otherwise transferred without having first been registered under the 1933 Act or unless an exemption from the registration requirements of the 1933 Act is available.

ITEM 6. SELECTED FINANCIAL DATA

On December 19, 2000, eVision acquired 24.9% of the outstanding common stock of Auerbach, Pollak and Richardson, Inc. (APR), a broker/dealer in securities, and an option to purchase an additional 15.1% of the outstanding common stock of APR for one dollar in exchange for the primary assets of the retail brokerage operations of American Fronteer. Following the transfer, American Fronteer withdrew its registrations as a securities broker/dealer with the Commission and the states, and terminated its memberships in the NASD, the Boston Stock Exchange, the American Stock Exchange and SIPC. Subsequently, APR incurred a net capital violation and was prevented from operating as a full service broker/dealer by the NASD. Since this time, the brokerage accounts have been transferred to another broker/dealer. Consequently, the Company has accounted for its broker/dealer operations as discontinued operations.

On February 25, 1997, McLeod USA Publishing Company purchased from eVision the primary operating assets of a directory business for approximately $2,800,000 including the application of a $500,000 non-recourse loan from McLeod in accordance with an option agreement. On the same date, a third party purchased another directory from eVision for approximately $202,000 in cash. On September 15, 1997, a third party purchased all of the primary operating assets of Fronteer Marketing Group, Inc. for approximately $421,000. On March 20, 1998, eVision sold the remaining net assets, which were not previously identified by eVision as part of discontinued operations for the return of 493,500 shares of eVision’s common stock. As a result of these sales, the directory business and Fronteer Marketing Group, Inc. have been accounted for as discontinued operations in the consolidated financial statements.

The following is selected consolidated financial data (in thousands, except per share data) for eVision and its consolidated subsidiaries as of September 30, 2001, 2000, 1999, 1998 and 1997 and for the years then ended. This information should be read in conjunction with the consolidated financial statements.

                                                                  Year ended September 30,
                                         Proforma                  ------------------------
                                           2001        2001        2000       1999         1998      1997
                                           ----        ----        ----       ----         ----      ----
                                       (Unaudited)

Revenue                                 $ 1,706       8,350       6,595      13,292       8,501       6,982

Loss from continuing
   operations                            (7,007)     (7,613)     (4,105)       (680)     (3,319)         47

Loss on sale of discontinued
   operations, net of income tax
   benefit of $160 and $410 for 1998
   and 1997, respectively                  --         --          --          --          (250)       (667)

Loss from discontinued operations,
   net of income tax expense
   (benefit) of $483 and $(412) for
   1998 and 1997, respectively           (7,439)     (7,439)       (797)     (2,509)     (2,904)     (2,836)

Preferred stock dividend                 (2,253)     (2,253)     (1,750)        (48)       --          --
                                       --------    --------    --------    --------    --------    --------

Net loss applicable to
common shareholders                    $(16,699)    (17,305)     (6,652)     (3,237)     (6,473)     (3,456)
                                       ========    ========    ========    ========    ========    ========

Basic earnings (loss) per
common share:
   Continuing operations               $  (0.29)      (0.39)      (0.27)      (0.04)      (0.20)      (0.00)
   Discontinued operations:
     Loss on sale of
       discontinued operations             --          --          --          --         (0.02)      (0.04)
     Loss from discontinued
       operations                         (0.29)      (0.29)      (0.03)      (0.14)      (0.17)      (0.17)
                                       ========    ========    ========    ========    ========    ========

       Total                           $  (0.66)      (0.68)      (0.30)      (0.18)      (0.39)      (0.21)
                                       ========    ========    ========    ========    ========    ========

Working capital (deficit)              $ (8,710)     (2,713)     13,319      14,417       9,404         564
                                       ========    ========    ========    ========    ========    ========

Total assets                           $    412      21,299      27,566      17,952      11,096       4,164
                                       ========    ========    ========    ========    ========    ========

Total long-term liabilities            $  1,180      15,030      16,084      15,678      14,657       2,407
                                       ========    ========    ========    ========    ========    ========

Total stockholders'
  equity (deficit)                    $  (9,890)   (12,578)      1,972      (3,930)     (3,043)      3,352
                                       ========    ========    ========    ========    ========    ========

The following is selected consolidated financial data for eVision and its consolidated subsidiaries for each of the quarters in the years ended September 30, 2001, and 2000. This information should be read in conjunction with the consolidated financial statements.

                                                             Three months ended
                                           ------------------------------------------------------------
                                               12/31       03/31        06/30       09/30       Total
Fiscal year ended September 30, 2001

Net revenue ............................. $ 2,040,754    1,940,800    2,296,842   2,072,092    8,350,488
Gross profit (loss) .....................    (930,726)  (2,167,741)  (4,178,286)   (394,214)  (7,670,967)
Net loss ................................  (3,964,415)  (3,494,960)  (5,417,720) (2,175,217) (15,052,312)
Basic loss per share ....................       (0.04)       (0.01)       (0.23)      (0.40)       (0.68)
Diluted loss per share ..................       (0.04)       (0.01)       (0.23)      (0.40)       (0.68)


Fiscal year ended September 30, 2000:

Net revenue ............................. $ 1,795,134  $ 2,255,350  $   871,472   1,672,952    6,594,908
Gross profit (loss) .....................    (603,900)         (17)    (929,664)   (280,715)  (1,814,296)
Net earnings (loss) .....................    (985,123)   1,885,016   (2,731,326) (3,070,790)  (4,902,223)
Basic income (loss) per share ...........       (0.05)        0.06        (0.14)      (0.17)       (0.30)
Diluted income (loss) per share .........       (0.05)        0.03        (0.14)      (0.17)       (0.30)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The following discussion contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These statements include the plans and objectives of management for future operations, including plans and objectives relating to expansion and the general development of the business of eVision. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of eVision. Although eVision believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Annual Report on Form 10-K will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by eVision or any other person that the objectives and plans of eVision will be achieved.

As described in Item 1 and in Notes 1 and 3 in the accompanying consolidated financial statements, during the year ended September 30, 2001, the Company completed the following transactions: (i) the exchange of certain assets and liabilities of American Fronteer for an ownership interest of approximately 40% in Auerbach, Pollack and Richardson, Inc. (APR) which occurred on December 19, 2000 and (ii) the acquisition of a controlling interest in Global Med in November 2000 through the exercise of warrants by eBanker to purchase 8,000,000 shares of Global Med common stock. As a result, the Company’s historical results of operations may not be indicative of future results.

Unaudited proforma financial information appears in Item 14 of this Annual Report on Form 10-K. The proforma financial information does not purport to represent what eVision’s financial position or results of operations would have actually been if the transactions had actually occurred on those dates and are not necessarily indicative of eVision’s financial position or results of operations for any future period.

Results of Operations

Year ended September 30, 2001 compared to year ended September 30, 2000

Revenue

Revenue for the year ended September 30, 2001 was $8,350,488, a increase of $1,755,580, or 27%, over revenue of $6,594,908 for the year ended September 30, 2000. The increase primarily relates to an increase in computer hardware and software operations of $3,730,057 offset by decreases in interest income on loans to related parties of $937,477 and the realized gain on the sale of investment securities of $1,462,071.

The increase in computer hardware and software revenue and the decrease in interest income on loans to related parties relates to the consolidation of Global Med in November 2000.

The decrease in the realized gain on the sale of investment securities occurred in eBanker.

Expenses

Operating expenses increased $7,612,251 or 91% to $16,021,455 from $8,409,204 for the years ended September 30, 2001 and 2000, respectively. The increase in operating expenses was primarily due to the increases in computer cost of sales of $1,075,267 and depreciation and amortization of $1,221,041 as a result of the consolidation of Global Med and the increase in general and administrative expenses of $5,025,094 which also increased as a result of the consolidation of Global but also because of lease exit costs that have been accrued of approximately $1,900,000 on the Company’s former headquarters.

Interest expense on the convertible debentures of eBanker for the year ended September 30, 2001 was $881,790 compared to $932,324 for the year ended September 30, 2000. Primarily during the year ended September 30, 2000 and some during the year ended September 30, 2001, eVision purchased convertible debentures from eBanker shareholders thus reducing the amount of the convertible debentures held by outside investors, which consequently reduced the amount of interest expense.

Other Income and Expense

Interest income for the year ended September 30, 2001 decreased to $46,958 from interest income for the year ended September 30, 2000 of $185,592. The decrease primarily relates to interest earned on bank accounts and other investments. In the prior year, the Company had increased cash balances due to the private placement of eVision Convertible Series B-1 Preferred Stock.

The increase in interest expense relates primarily to the consolidation of Global Med.

The loss from the equity method investment of $1,087,023 an $497,660 relates primarily to eVision’s share of the losses on APR for the year ended September 30, 2001 and for Global Med for the year ended September 30, 2000, respectively.

The minority interest in earnings represents the minority interest investments in Skyhub, eBanker and Global Med for the year ended September 30, 2001. The minority interest in earnings for the year ended September 30, 2000 includes Skyhub and eBanker.

Income tax expense relates to the net income of eBanker which is not a consolidated entity for federal income tax purposes.

Year ended September 30, 2000 compared to year ended September 30, 1999

Revenue

Revenue for the year ended September 30, 2000 was $6,594,908, a decrease of $6,696,897, or 50%, over revenue of $13,291,805 for the year ended September 30, 1999. The decrease primarily relates to decreased computer hardware and software operations of $7,991,474 and a decrease in the gain on sale of assets of $1,682,001; offset by an increase in the realized gain on the sale of investment securities of $1,014,377 and an increase in interest income on loans to related parties of $1,536,619.

Computer hardware and software revenue for the year ended September 30, 2000 decreased primarily due to the sale of the assets of MidRange in December 1999 and the closing of the Secutron operations in the second quarter of the fiscal year ended September 30, 2000.

Interest income on loans, related parties has increased to $1,784,093 for the year ended September 30, 2000 from $247,474 for the year ended September 30, 1999. The increase is due to interest earned on the loans to Global Med and the credit card accounts receivable.

Expenses

Operating expenses decreased $4,482,740 or 35% to $8,409,204 from $12,891,944 for the years ended September 30, 2000 and 1999, respectively. The decrease in operating expenses was primarily due to the decrease in computer cost of sales of $7,290,091 and a decrease in unrealized (gain) loss on securities of $105,392, offset by an increase in general and administrative expenses of $2,043,930.

The decrease in computer costs of sales for the year ended September 30, 2000 was primarily due to the sale of the assets of MidRange in December 1999 and the discontinuance of the operations of Secutron, a portion of the eServices business segment, in the second quarter of the fiscal year ended September 30, 2000.

Interest expense on the convertible debentures of eBanker for the year ended September 30, 2000 was $932,324 compared to $1,012,956 for the year ended September 30, 1999. During the fiscal year ended September 30, 2000, eVision purchased convertible debentures from eBanker shareholders thus reducing the amount of the convertible debentures held by outside investors, which consequently reduced the amount of interest expense.

The increase in general and administrative expenses for the year ended September 30, 2000 of $2,043,930, or 66% over the year ended September 30, 1999 reflects increased expenses associated with stock-based compensation of approximately $700,000, the start up of the activities of eBiz Web Solutions of $636,509, Corporate Net Solutions of $692,566, offset by decreases due to the discontinuance of Secutron and MidRange businesses. Stock-based compensation of approximately $700,000 was the result of amendments to certain options held by directors.

Depreciation and amortization expense for the year ended September 30, 2000 of $120,431 represents an increase of $82,612 over the amount of $37,819 for the year ended September 30, 1999. The increase is primarily due to the acquisition of real property and the additions of computer equipment.

Other Income and Expense

Interest income for the year ended September 30, 2000 increased to $185,592 from interest income for the year ended September 30, 1999 of $49,777. The increase of $135,815 primarily relates to interest earned on bank accounts and other investments due to the increased cash balances from the proceeds of the private placement of eVision Convertible Series B-1 Preferred Stock.

The loss from the equity method investment of $497,660 relates to eVision’s share of the losses on Global Med for the year ended September 30, 2000. Equity method losses related to Global Med for 1999 were insignificant.

The minority interest in earnings represents the minority interest investments in Skyhub and eBanker for the year ended September 30, 2000. The minority interest in earnings for the year ended September 30, 1999 includes Q6 Technologies and eBanker.

Income tax expense relates to the net income of eBanker which is not a consolidated entity for federal income tax purposes.

Liquidity and Capital Resources

Subsequent to September 30, 2001, with shareholder approval on November 28, 2001, eVision transferred ownership of certain assets in payment of principal and interest of $7,314,316 on convertible debentures owing to the Company’s largest creditor, Online Credit. The shareholders of eVision approved an agreement whereby eVision agreed to pay $7,314,316 of principal and interest, in the form of transferring ownership of assets, to Online Credit in satisfaction of certain convertible debentures outstanding. As a result, the Company has substantially reduced its assets and its convertible debentures due to Online Credit. On a proforma basis as of September 30, 2001, assets have been reduced to $411,827 with total liabilities at $10,302,097 of which $9,122,132 are current liabilities. Consequently, the Company does not have any significant operations. Management is in process of determining the best approach in which to direct the Company, including the possibility of further asset sales, the necessity to reduce its liabilities through negotiations with lenders or the possibility of finding a suitable merger candidate to provide new revenues.

eVision was not able to pay the dividend on the Convertible Series B-1 Preferred Stock as of April 30 and October 31, 2001 nor does it have the capability to make the dividend payment in the future without additional funds. The Company does not have funds to bring current accounts payable, to repay obligations under convertible debenture agreements or any possible negative results from pending litigation including recurring litigation support. The Company’s continued existence is uncertain if it is not successful in negotiating with lenders or parties involved in litigation or obtaining some form of outside financing.

In connection with their audit report on our Consolidated Financial Statements as of and for the year ended September 30, 2001, Ehrhardt Keefe Steiner & Hottman PC, eVision’s independent certified public accountants, expressed substantial doubt about the Company’s ability to continue as a going concern. The audited financial statements contained in this Annual Report on Form 10-K reflect that eVision’s accumulated deficit has climbed to $41,101,647 and stockholders’ equity is now a deficit of $12,578,170. eVision’s operations are not profitable and have not been for the last three years. The loss from continuing operations for the current year was $7,613,016 and after including discontinued operations was $15,052,312.

Inflation

The effect of inflation on eVision’s operations is not material and is not anticipated to have any material effect in the future.

Recently Issued Accounting Pronouncements

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” requires companies to record derivatives on the balance sheet as assets or liabilities, measured at fair market value. Gains or losses resulting from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The key criterion for hedge accounting is that the hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows. Statement 133 was adopted by the Company October 1, 2000 and has had no material effect on the Company’s financial statements.

In March 2000, the FASB issued FASB Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation” (“FIN 44”), which was effective July 1, 2000, except that certain conclusions in this Interpretation, which cover specific events that occur after either December 15, 1998 or January 12, 2000 are recognized on a prospective basis from July 1, 2000. This Interpretation clarifies the application of APB Opinion 25 for certain issues related to stock issued to employees. The Company believes its existing stock based compensation policies and procedures are in compliance with FIN 44, and therefore, the adoption of FIN 44 had no material impact on the Company’s financial condition, results of operations or cash flows.

In December 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) 101, which provides guidance on applying generally accepted accounting principles to selected revenue recognition issues. Management believes that the Company’s revenue recognition policies are in accordance with SAB 101.

In July 2001, the FASB issued SFAS Nos. 141 and 142 “Business Combinations” and “Goodwill and other Intangible Assets”. Statement 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under the guidance of Statement 142, goodwill is no longer subject to amortization over its estimated useful life. Rather, goodwill will be subject to at least an annual assessment for impairment by applying a fair value base test. Statement 142 is effective for financial statement dates beginning after January 1, 2001. The Company anticipates adoption of this statement starting in the quarter ending December 31, 2001. As allowed under Statement 142, the Company will reclassify to goodwill certain recognized intangible assets that do not meet the criteria for recognition apart from goodwill. The Company also, as allowed under Statement 142, will no longer amortize goodwill. Goodwill will be tested for impairment at the time of adoption and on an annual basis. As allowed under Statement 142, the Company will complete its goodwill impairment test within the first six months of the fiscal year. As a result of Statement 142, the Company will no longer be recognizing approximately $1,260,000 in annual amortization expense related to goodwill.

In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 is effective September 30, 2003 for the Company. The Company believes the adoption of this statement will have no material impact on its consolidated financial statements.

In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value, less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, are to be applied prospectively. The Company believes that the adoption of this statement will have no material impact on its consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest and currency exchange rates, equity and commodity prices, changes in the implied volatility of interest rates, foreign exchange rates, equity and commodity prices and also changes in the credit ratings of either the issuer of the financial instrument or its related country of origin. Market risk is inherent to many non-derivative financial instruments and, accordingly, the scope of eVision’s market risk management procedures includes all market risk sensitive financial instruments. eVision’s exposure to market risk was directly related to its role as a financial intermediary in customer-related transactions and its proprietary trading activities and investing, borrowing and lending activities.

eVision, through American Fronteer, was an active market maker and conducted block-trading activities in the listed and over-the-counter equity markets. In connection with these activities, eVision may have been required to maintain significant inventories in order to ensure availability and to facilitate customer order flow.

eVision faces four types of market risk: foreign exchange rate risk, equity price risk, interest rate risk and credit risk.

Foreign Exchange Rate Risk. Foreign exchange rate risk arises from the possibility that changes in foreign exchange rates will impact the value of financial instruments, including commitments to extend credit. When eVision buys or sells a financial instrument denominated in a currency other than US dollars, exposure exists from a net open currency position. eVision is then exposed to a risk that the exchange rate may move against it. As of September 30, 2001 and 2000, the currency creating foreign currency risk for eVision was the Hong Kong dollar.

Equity Price Risk. eVision is exposed to equity price risk as a consequence of investing in and making markets in equity securities. Equity price risk results from changes in the level or volatility of equity prices, which affect the value of equity securities or instruments that derive their value from a particular stock, a basket of stocks or a stock index. The Company’s convertible debentures also expose it to equity price risk. eVision attempts to reduce the risk of loss inherent in its inventory of equity securities by entering into transactions designed to mitigate eVision’s market risk.

Interest Rate Risk. eVision is exposed to interest rate risk for notes receivable held, convertible debentures, and notes payable. Interest rate risk results when the market rate of the debt instruments increases for notes receivable or decreases for convertible debentures and notes payable. eVision attempts to reduce the risk which exists in its borrowing and lending portfolio by analyzing changes in the market conditions for similar debt instruments for entities with similar financial attributes. The interest rate risk associated with notes receivable is also mitigated by the short term of the notes.

Credit Risk. eVision is exposed to credit risk primarily in its lending activities. Credit risk results when entities to which eVision has extended loans or lines of credit are unable to repay the loans. eVision attempts to reduce the risk which exists in its lending portfolios by analyzing the attributes of the debtor entities.

eVision has utilized a wide variety of market risk management methods, primarily for AFFC, including: limits for each trading activity; marking inventory positions to market on a daily basis; daily profit and loss statements; position reports; aged inventory position reports; and independent verification of inventory pricing. Additionally, management of each trading department reported positions, profits and losses, and trading strategies to management on a daily basis. eVision believes that these procedures, which stress timely communication between trading department management and senior management, were the most important elements of the risk management process.

Efforts to further strengthen eVision’s management of market risk are continuous, and the enhancement of risk management systems is a priority of eVision. This includes the development of quantitative methods, profit and loss and variance reports, and the review and approval of pricing models.

The table below provides a comparison of the carrying amount to the fair value of the securities owned by eVision that are classified as trading and available-for-sale securities and the instruments which have associated interest rate risk.

                                            September 30, 2001          September 30, 2000
                                       Fair Value   Carrying Value   Fair Value  Carrying Value
                                       ----------   --------------   ----------  --------------
Foreign Exchange Rate Risk: 
--------------------------
     Equity securities, trading .......$     --             --          476,897        476,897
     Debt securities(2) ...............      --             --             --             --
     Credit card receivable, net ......    61,918         61,918      3,053,412      2,296,398

     Credit card facilities, net ...... 2,560,153      2,560,153           --             --

Equity Price Risk:
-----------------
     Equity securities,  trading(1)          --             --        1,361,368      1,361,368
     Equity securities(2) .............   227,447        227,447        243,922        243,922

Credit Risk:(2)
--------------
     Debt securities ..................      --             --             --             --
     Credit card receivable, net ......    61,918         61,918      3,053,412      2,296,398
     Credit card facilities, net ...... 2,560,153      2,560,153           --             --
     Notes receivable .................      --             --        1,000,000      1,000,000
     Notes receivable, related party ..   500,000        500,000      5,400,000      5,400,000

Interest Rate Risk:(2)
---------------------
     Convertible debentures .......... (6,309,110)    (6,309,110)    (6,339,276)    (6,339,276)
     Convertible debentures,
          related party .............. (7,929,889)    (7,929,889)    (8,000,000)    (8,000,000)
     Notes receivable ................       --             --        1,000,000      1,000,000
     Notes receivable, related party..    500,000        500,000      5,400,000      5,400,000

(1)	Includes the equity securities of the Asian corporations reported above under foreign exchange rate risk. These have been classified as trading securities.

(2)	All items in these categories of risk are classified as other than trading securities.

In accordance with generally accepted accounting principles, securities classified as trading securities are marked-to-market and the resulting unrealized gain or loss is reflected in the statements of operations. Securities classified as available-for-sale or hold-to-maturity are marked-to-market and the resulting unrealized gain or loss is reflected in the statement of comprehensive income.

The Company’s convertible debentures, and accounts and notes receivable expose the Company to market risks related to changes in interest rates. The following table presents principal by year of maturity, related average fixed interest rates and fair market values at September 30, 2001.

                                                       Maturities for the years ending September 30,
                                             -------------------------------------------------------------------
Assets (Liabilities):                             2002       2003    2004   2005  2006    Thereafter     Total
--------------------                              ----       ----    ----   ----  ----    ----------     -----

Credit card receivable, net ..............   $   61,918         --     --    --    --          --          61,918
  Weighted average interest rate of 10.00%

Credit card facilities, net ..............    2,560,153         --     --    --    --          --       2,560,153
  Weighted average interest rate of 26.00%

Notes receivable, related party ..........         --        500,000   --    --    --          --         500,000
  Weighted average interest rate of 12.00%

Convertible debentures ...................         --           --     --    --    --    (6,309,110)   (6,309,110)
  Weighted average interest rate of 10.00%

Convertible debentures, related party ....         --           --     --    --    --    (7,929,889)   (7,929,889)
  Weighted average interest rate of 10.38%

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements that constitute Item 8 are attached at the end of this Annual Report on Form 10-K. An Index to these Consolidated Financial Statements is also included in Item 14 (a) of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

eVision dismissed Deloitte & Touche LLP as its independent accountants. Deloitte & Touche LLP acted as the independent accountants for eVision for the years ended September 30, 2000 and 1999. Deloitte & Touche LLP was appointed independent accountants on September 13, 1999.

Deloitte & Touche LLP’s reports on eVision’s financial statements for the two most recent fiscal years ended September 30, 2000 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

The decision to change accountants was recommended by the Audit Committee and approved by eVision’s Board of Directors.

During eVision’s two most recent fiscal years and subsequent interim period up to the date of the change in independent accountants, there were no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP to make a reference to the subject matter of the disagreement(s) in connection with its reports.

During eVision’s most recent fiscal year, there were reportable conditions identified by Deloitte & Touche LLP. Deloitte & Touche LLP identified certain of these reportable conditions as material weaknesses in eVision’s internal controls. Material weaknesses include a significant subsidiary’s lack of developing and implementing definitive lending policies, and documentation supporting lending decisions, addressing credit and collateral risks and borrowers’ ability to repay, and eVision’s lack of documentation of management’s assessment of recoverability and realizability of significant assets. Additionally, Deloitte & Touche LLP identified the lack of contemporaneous documentation of significant agreements as a reportable condition.

The Company’s management disagreed with the identification of certain reportable conditions as material weaknesses.

On June 18, 2001, the Company engaged the accounting firm of Ehrhardt Keefe Steiner & Hottman PC (“EKS&H”) as the Company’s independent accountants for the year ending September 30, 2001.

During the Company’s two most recent fiscal years and subsequent interim period up to the date of the engagement of EKS&H, the Company did not consult with EKS&H with regard to any matter concerning the application of accounting principles to any specific transactions, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s financial statements.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) Identification of Directors. The present term of office of each director expires at the next annual meeting of shareholders and when his successor has been elected and qualified. The name, position with eVision, age of each director and the period during which each director has served are as follows:

     Name and Position in eVision       Age    Tenor
     -----------------------------      ---    -----

     Fai H. Chan                         57     1997-Present
     Chairman, President and Director

     Tony T. W. Chan (1)                 27     1999-Present
     Chief Operating Officer and
     Director

     Robert H. Trapp                     46     1997-Present
     Managing Director

     Jeffrey M. Busch                    44     1998-November 2001
     Director

     Robert Jeffers, Jr.                 54     1998-November 2001
     Director

     Kwok Jen Fong                       52     1998-January 2002

     Director

(1) Tony T. W. Chan is the son of Fai H. Chan.

(b) Identification of Executive Officers. Each executive officer holds office until his successor is duly appointed and qualified, until his death or resignation or until he shall be removed in the manner provided by eVision’s bylaws. eVision’s current executive officers, their ages, positions with eVision and periods during which they served are as follows:

   Name of Executive Officer and Position in eVision    Age     Officer Since
   -------------------------------------------------    ---     -------------

   Fai H. Chan                                           57       February
   Chairman of the Board and President                              1998

   Tony T.W. Chan                                        27       December
   Chief Operating Officer and Director                             1999

   Robert H. Trapp                                       46       February
   Managing Director                                                1998

   Gary L. Cook                                          43       February
   Chief Financial Officer, Secretary and Treasurer                 1998

There was no arrangement or understanding between any executive officer and any other person pursuant to which any person was selected as an executive officer.

(c) Identification of Certain Significant Employees. Not applicable.

(d) Family Relationships. Tony T. W. Chan is the son of Fai H. Chan.

(e) Business Experience.

Background. The following is a brief account of the business experience during the past five years of each director and executive officer of eVision:

Name of Director
or Officer Principal Occupation During the Last Five Years

Fai H. Chan

Fai H. Chan Director of eVision since December 26, 1997; Chairman and President since February 1998. Mr. Chan is the Chairman and Managing Director of Heng Fung and has been a Director of Heng Fung since September 2, 1992. Mr. Chan was elected Managing Director of Heng Fung on May 1, 1995 and Chairman on June 3, 1995. Heng Fung’s primary business activities include real estate investment and development, merchant banking, the manufacturing of building material machinery, pharmaceutical products and retail fashion. Mr. Chan was the President and a Director of Asia SuperNet Corporation and its predecessor, which previously owned various industrial and real estate companies, from June 1994 until January 2001 and Chief Executive Officer thereof from June 1995 through January 2001; a Director of Inter-Asia Equities, Inc., a merchant banking company, since June 1993; Executive Director of Hua Jian International Finance Co., Ltd. from December 1994 until December 1996; and Chairman of the Board of Directors of American Pacific Bank since March 1988 and Chief Executive Officer thereof between April 1991 and April 1993. Mr. Chan is also a director of Global Med Technologies, Inc.

Name of Director
or Officer Principal Occupation During the Last Five Years

Robert H. Trapp

Robert H. Trapp Director of eVision since December 26, 1997, and the Managing Director and member of the audit committee of eVision since February 1998, and the President of American Fronteer Financial Corporation since February 1998. Mr. Trapp was a director of Heng Fung from May 1995 to May 2001; a Director of Inter-Asia Equities, Inc., a merchant banking company, since February 1995 and the Secretary thereof since April 1994; Director, Secretary and Treasurer of Asia SuperNet Corporation and its predecessor, which owned various industrial and real estate companies, since June 1994 and the Canadian operational manager of Pacific Concord Holding (Canada) Ltd. of Hong Kong, which operates in the consumer products industry, from July 1991 until November 1997. Mr. Trapp is also a director of Global Med Technologies, Inc.

Jeffrey M. Busch

Director of eVision from February 1998 to November 2001. Mr. Busch was a member of eVision’s audit committee and has been a practicing attorney for at least the last five years. Mr. Busch is also a director of Global Med Technologies, Inc.

Robert Jeffers, Jr.

Director of eVision from February 1998 to November 2001. Mr. Jeffers was a member of eVision’s audit committee and has been a practicing attorney for at least the last five years.

Kwok Jen Fong

Director of eVision from February 1998 to January 2002. Mr. Fong has been a director of Heng Fung since 1995. Mr. Fong has been a practicing solicitor in Singapore for at least the last five years. Mr. Fong is also a director of Global Med Technologies, Inc.

Gary L. Cook

Gary L. Cook Secretary and Treasurer of eVision since February 1998, and Chief Financial Officer of eVision since September 1998. From 1994 to 1996, Mr. Cook was a principal of a small venture in which he had majority ownership, and from 1982 to 1994, was a Senior Manager for KPMG LLP where he managed all auditing services for several clients in various financial and other industries, and developed and implemented accounting, financial reporting and Securities and Exchange Commission reporting systems for growth companies. Mr. Cook is also a director of Global Med Technologies, Inc.

Name of Director
or Officer Principal Occupation During the Last Five Years

Tony T. W. Chan

Chief Operating Officer and Director of eVision since 1999. From 1998 to April 1999, Mr. Chan worked for Commerzbank, Global Equities, Hong Kong, a Germany based commercial bank, as an Investment Banker involved in the establishment of a new regional business center in Hong Kong. From 1996 to 1998, Mr. Chan worked for Peregrine Derivatives, a Hong Kong based investment bank, specializing in Asian equity financial products. Mr. Chan received a Bachelor of Commerce degree in Finance with honors from the University of British Columbia. Mr. Chan is also a director of American Pacific Bank and Global Med Technologies, Inc.

Directorships. No director of eVision is a director of any other entity that has its securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, or is subject to the requirements of Section 15(d) of the 1934 Act except Messrs. Fai H. Chan, Trapp, Busch, Fong, Cook and Tony T. W. Chan who are directors of Global Med Technologies, Inc., Mr. Trapp who is a director of Asia SuperNet Corporation, and Fai H. Chan and Tony T. W. Chan are directors of American Pacific Bank.

(f) Involvement in Certain Legal Proceedings. No event required to be reported hereunder has occurred during the past five years.

(g) Promoters and Control Persons. Disclosure under this paragraph is not applicable to eVision.

Section 16(a) Beneficial Ownership Reporting Compliance

To eVision’s knowledge, during and for eVision’s year ended September 30, 2001, there were no directors or officers or more than 10% shareholders of eVision who failed to timely file a Form 3, Form 4 or Form 5, other than the following:

Heng Fung failed to timely file a Form 4 in which two transactions were reported.

Online Credit failed to file a Form 4 in which one transaction was reported.

Fai H. Chan failed to file a Form 4 when he relinquished 9,000,000 options to purchase shares of the Company’s stock.

ITEM 11. EXECUTIVE COMPENSATION

(b) Summary Compensation Table

The following table provides certain information pertaining to the compensation paid by eVision and its subsidiaries during eVision’s last three fiscal years for services rendered by the executive officers of eVision.

Annual Compensation

                                                                              Long-Term
                                                                         Compensation Awards
                                                               Other     -------------------
                           Period                             Annual    Securities   All Other
Name and                   Ended                              Compen-    Underlying   Compen-
Principal Position     September 30,   Salary ($) Bonus ($) sation ($)  Options (#)  sation ($)
------------------     -------------   ---------- --------- ----------  -----------  ----------

Fai H. Chan                 2001      $   ---     $  ---    $   ---         ---         ---
   Chairman of the          2000          ---        ---        ---         ---         ---
   Board of Directors       1999          ---        ---        ---     9,500,000(a)    ---
   and President of the
   Company

Tony T.W. Chan,             2001        146,082      ---        ---         ---      19,986(d)
   Chief Operating          2000        146,008      ---        ---         ---      22,800(d)
   Officer and Director     1999         30,376      ---        ---         ---         ---

Robert H. Trapp             2001        106,715      ---        ---         ---       1,940(e)
   Managing Director        2000        100,094      ---        ---      360,000(b)   1,498(e)
                            1999         75,200      ---        ---      600,000(b)   1,463(e)

Gary L. Cook                2001        138,465      ---        ---         ---        5,910(e)
   Chief Financial          2000        163,262      ---        ---      240,000(c)    5,938(e)
   Officer, Secretary       1999        132,537      ---        ---      500,000(c)    5,960(e)
   and Treasurer

(a)

On January 28, 1999, Mr. Chan was granted a ten year option to purchase 8,000,000 shares of eVision common stock at an exercise price of $0.30. On November 25, 1998, he was also granted options to purchase 1,000,000 shares of eVision common stock subject to certain provisions. Both of these options totaling 9,000,000 options were relinquished by Mr. Chan on June 6, 2001. On January 16, 1999, Mr. Chan was granted a ten year option to purchase 500,000 shares of eBanker common stock at an exercise price of $3.00 per share and exercisable immediately.

(b)

On January 16, 2000, Mr. Trapp was granted a ten year option to purchase 360,000 shares of common stock at $2.875. On this same date, 120,000 of Mr. Trapp’s previously granted options to purchase common stock at $0.20 were cancelled. On November 25, 1998, Mr. Trapp was granted a ten year option to purchase shares of common stock at an exercise price of $0.20, as amended, 480,000 of which are exercisable subject to certain conditions.

(c)

On January 16, 2000, Mr. Cook was granted a ten year option to purchase 240,000 shares of common stock at $2.875. On this same date, 80,000 of Mr. Cook’s previously granted options to purchase common stock at $.20 were cancelled. On November 25, 1998, Mr. Cook was granted a ten year option to purchase shares of common stock at an exercise price of $0.20, as amended, 320,000 of which are exercisable subject to certain conditions.

(d)

Represents matching contributions to a 401(k) plan, medical and disability insurance premiums and housing expenses.

(e)

Represents matching contributions to a 401(k) plan and medical and disability insurance premiums.

(c) Option Grants in Last Fiscal Year

There were no individual grants of stock options made during eVision’s fiscal year ended September 30, 2001 to its executive officers.

(d) Aggregate Option and Warrant Exercises and Fiscal Year End Option and Warrant Value Table

The following table provides information with respect to the named executive officers concerning unexercised options to purchase eVision’s common stock held by them as of September 30, 2001:

Fiscal Year End Option Values

                                  Number of Securities         Value of Unexercised
                                 Underlying Unexercised        In-the-Money Options
                               Options at Fiscal Year End        at Fiscal Year End
           Name                 Exercisable/Unexercisable    Exercisable/Unexercisable(1)
           ----                --------------------------    ----------------------------

           Fai H. Chan                   0 /0                       $0 / $0
           Tony T.W. Chan           30,000 / 0                      $0 / $0
           Robert H. Trapp        480,000 / 360,000                 $0 / $0
           Gary L. Cook           353,333 /240,000                  $0 / $0

(1) The market price of the Company’s stock at September 30, 2001 was less than the exercise price.

(e) Long Term Incentive Plan (LTIP) Awards Table

eVision granted no long-term incentive plan awards to Fai H. Chan, Tony T.W. Chan, Robert H. Trapp, or Gary L. Cook during the year ended September 30, 2001.

(g) Compensation of Directors-Standard Arrangement

Directors of eVision receive no cash compensation for their services as directors.

(h) Employment Contracts and Termination of Employment and Change-In-Control Arrangements

eVision had no such contracts or agreements.

(j) Compensation Committee Interlocks and Insider Participation

eVision has no compensation committee and no officer or employee or former officer of eVision or any of its subsidiaries during the fiscal year ended September 30, 2001 participated in deliberations with eVision’s Board of Directors concerning executive officer compensation.

eVision Stock Option Plans

The Company has granted options pursuant to two stock option plans, the 1996 Incentive and Nonstatutory Option Plan (1996 Plan), and the September 1996 Incentive and Nonstatutory Option Plan (September 1996 Plan). Options are granted for the purchase of shares of common stock at an exercise price not less than market value on the date of the grant, and expire generally within ten years from the date of grant. Options generally vest over three to five year periods from the date of the grant.

The 1996 Plan authorizes the granting of options to officers, directors, employees and consultants of eVision to purchase 1,250,000 shares of eVision’s common stock. No option may be granted after April 8, 2006. As of September 30, 2000, no options were outstanding under the 1996 Plan.

The September 1996 Plan authorizes the granting of options to purchase 15,000,000 shares of eVision’s common stock. No options may be granted after April 8, 2006. As of September 30, 2000, options to purchase 1,054,933 shares of eVision’s common stock at $.20 to $2.88 per share through 2010 were outstanding. Of such options, options to purchase 659,282 shares were exercisable at September 30, 2001.

As of September 30, 2001, eVision had outstanding nonqualified stock options to purchase 1,914,333 shares of eVision’s common stock to certain directors, officers and consultants at an exercise price of between $0.20 and $2.88 per share. These options expire in 2008 and 2009. As of September 30, 2001, 807,055 of these options are exercisable.

eBanker Stock Option Plan

Employee Stock Ownership Plan

On September 22, 1989, eVision’s Board of Directors adopted an employee stock ownership plan (ESOP) which provides in pertinent part that eVision may annually contribute tax deductible funds to the ESOP, at its discretion, which are then allocated to eVision’s employees based upon the employees’ wages in relation to the total wages of all employees in the ESOP.

The ESOP provides that more than half of the assets in the ESOP must consist of eVision’s common stock. The ESOP is administered by a board of trustees under the supervision of an advisory committee, both of which are appointed by eVision’s Board of Directors. As of September 30, 2001, the ESOP owned 81,682 shares of eVision’s common stock and no other marketable securities. The shares are contributed at the discretion of the Board of Directors. For the year ended September 30, 2001, no shares were contributed. Employees become vested in the shares of eVision’s common stock after six years in the ESOP. Employees are 20% vested after two years, vesting an additional 20% each year up to 100% after six years in the ESOP.

Savings Plan

eVision had two retirement saving plans covering all employees who are over 21 years of age. The plans meet the qualifications of Section 401(k) of the Internal Revenue Code. Under the plans, eligible employees can contribute through payroll deductions up to 15% of their base compensation. eVision makes a discretionary matching contribution equal to a percentage of the employee’s contribution. Officers participate in the plans in the same manner as other employees. During the year ended September 30, 2001, the Board of Directors decided to discontinue the sponsorship of these plans. As a result, the all employees who were participants in the plans became fully-vested in their account balances and those balance are in the process of being distributed to them.

eVision has no other bonus, profit sharing, pension, retirement, stock purchase, deferred compensation, or other incentive plans.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)(b) Security Ownership of Certain Beneficial Owners and Management. The following table sets forth as of December 31, 2001, the number of shares of eVision’s outstanding common and preferred stock beneficially owned by each of eVision’s current directors and officers, sets forth the number of shares of eVision’s common stock and preferred stock beneficially owned by all of eVision’s current directors and officers as a group and sets forth the number of shares of eVision’s common and preferred stock owned by each person who owned of record, or was known to own beneficially, more than 5% of eVision’s outstanding shares of common and preferred stock respectively:

          Name and Address of            Amount and Nature
        Beneficial Owner or Name           of Beneficial           Approximate
         of Officer or Director          Ownership (1)(2)      Percent of Class (2)
    -----------------------------        -----------------     -------------------

    Fai H. Chan                              71,283,980  (3)(11)       77%
    2601, Island Place Tower
    510 King's Road
    North Point, Hong Kong

    Tony T. W. Chan                              30,000  (4)           **%
    1888 Sherman Street, Suite 500
    Denver, Colorado 80203

    Robert H. Trapp                             620,000  (5)(6)         2%
    1888 Sherman Street, Suite 500
    Denver, Colorado 80203

    Kwok Jen Fong     .........                 250,000  (6)(7)         1%
    7 Temasek Blvd #43-03
    Suntec Tower One
    Singapore 038987

    Jeffrey M. Busch                             10,000  (8)           **%
    3828 Kennett Pike, Suite 206
    Greenville, DE  19807

    Robert Jeffers, Jr.                           9,500  (9)           **%
    6101 16th St. SW Suite 511
    Washington, DC  20011

    Gary L. Cook                                463,333  (10)           2%
    1888 Sherman Street, Suite 500
    Denver, Colorado 80203

    All officers and directors               72,666,813  (11)          78%
    As a group (7 persons)

    Online Credit International Limited      71,283,980  (11)          77%
    2601, Island Place Tower
    510 King's Road
    North Point, Hong Kong

**Less than 1%

(1)

Except as indicated below, each person has the sole voting and/or investment power over the shares indicated.

(2)

None of the persons owns any shares of Convertible Series B-1 Preferred Stock. Holders of outstanding shares of Convertible B-1 Preferred Stock will vote on all matters together as a class with the holders of outstanding shares of common stock. Therefore, the “Percent of Class” column is calculated as a percentage of a class that includes the outstanding common stock and the outstanding Convertible B-1 Preferred Stock.

(3)

Includes 71,283,980 shares beneficially owned by Heng Fung. Mr. Chan is an executive officer, a director and an approximate 6% stockholder of Heng Fung.

(4)

Consists of 30,000 shares underlying warrants.

(5)

Consists of 600,000 shares underlying stock options and 20,000 shares underlying warrants.

(6)

Mr. Fong is a director of Heng Fung. Mr. Trapp was a director of Heng Fung through May of 2001. Mr. Trapp and Mr. Fong disclaim beneficial ownership of the shares beneficially owned by Heng Fung.

(7)

Consists of 250,000 shares underlying stock options. Mr. Fong resigned in January 2002.

(8)

Consists of no shares underlying stock options. Mr. Busch resigned effective in November 2001.

(9)

Consists of no shares underlying stock options. Mr. Jeffers resigned effective in November 2001.

(10)

Consists of 400,000 shares underlying stock options, 30,000 shares underlying warrants and 16,949 shares held in eVision’s 401(k) Plan.

(11)

Heng Fung is the parent company of eCredit Singapore (Pte) Ltd. eCredit Singapore is the parent company of Online Credit. 71,283,980 of the shares beneficially owned by Heng Fung are beneficially owned by eCredit Singapore, of which 71,033,980 of the shares are beneficially owned by Online Credit. Of the 71,033,980 shares beneficially owned by Online Credit, 66,340,839 of the shares underlie convertible debentures.

(a)(b) Transactions with Management and Others and Certain Business Relationships.

Financing Agreements with Global Med

In April 1998, Online Credit and Fronteer Capital entered into financing agreements with Global Med. Online Credit committed to extend a line of credit in the amount of $1,500,000 and Fronteer Capital committed to extend $1,650,000 under separate agreements. The interest rate under both agreements was 12%. In consideration for the commitments, Online Credit and Fronteer Capital were granted warrants to purchase 6,000,000 and 1,000,000 shares, respectively, of Global Med common stock exercisable at $0.25 per share. Fronteer Capital was granted an additional warrant to acquire 5,000,000 shares of Global Med common stock at $0.25 per share upon the initial borrowing under the financing agreement. Additionally, Online Credit was granted the right to appoint five members to the board of directors of Global Med so long as there are any amounts outstanding under its original agreement. Online Credit has appointed such members to the board of directors of Global Med. In the event of default, amounts due under these commitments were convertible into common shares of Global Med at $0.05 per share.

As of September 30, 1998, Global Med had borrowed $1,500,000 on the Online Credit agreement and there were no amounts outstanding under the Fronteer Capital commitment.

At September 30, 1999, $3,400,000 was outstanding under eBanker’s financing agreements with Global Med and $2,000,000 remained available under the bridge loan commitment of Online Credit.

In October 1999, Online Credit, as agreed to by Global Med, assigned its $2,000,000 bridge loan commitment to Global Med and transferred to eBanker the 86,957 shares of Global Med common stock issued in consideration for the loan commitment to eBanker. Also in October 1999, eVision and eBanker entered into a lock up agreement whereby Global Med issued 50,000 and 450,000 shares of its common stock to eVision and eBanker, respectively, in consideration for eVision and eBanker agreeing to restrict sales of their holdings of Global Med common stock and warrants for a period of one year.

At September 30, 2000, a total of $5,400,000 was outstanding under the financing agreements between eBanker and Global Med and there were no remaining amounts available under the commitments.

On January 21, 2002, Global Med entered into a 12% Promissory Note agreement whereby Global Med would borrow $50,000. Interest accrues at 12% per annum. Half the principal and interest is due and payable on July 21, 2002. The remainder of principal and interest is due and payable on October 21, 2002. The Board of eBanker has not yet approved the promissory note nor have the funds been released.

Heng Fung Holdings Limited

Convertible Debentures

In December 1997, the Company sold Online Credit a ten year $4,000,000 10% Convertible Debenture (Convertible Debenture) that is convertible into shares of common stock of the Company at a price of $0.53125 per share until December 15, 2007, unless sooner paid, and an option to purchase a $11,000,000 10% Convertible Debenture (Option) that is convertible into shares of common stock of the Company at a price of $0.61 per share until ten years from the date of issue unless sooner paid. Online Credit partially exercised the option and purchased additional 10% Convertible Debentures totaling $2,500,000. On September 23, 1998, Online Credit and the Company agreed to amend the terms of the remaining $8,500,000 of the $11,000,000 10% Convertible Debenture by increasing the interest rate to 12%, changing the conversion price from $0.61 per share to the lower of $0.35 or the fair market value per share, and establishing the default conversion price at $0.10 per share. On September 25, 1998, Online Credit partially exercised its option to purchase $8,500,000 of 12% Convertible Debentures by purchasing a $500,000 12% Convertible Debenture from the Company. During the year ended September 30, 1999, Online Credit purchased an additional $1,000,000 convertible debenture. As of September 30, 2000 and 1999, Online Credit held a total of $8,000,000 in convertible debentures.

At September 30, 2000 and 1999, the current portion of the convertible debentures of $500,000 was due March 2001 and March 2000, respectively. In consideration of the extension of the due date to March 2000, eVision paid Online Credit a financing fee equal to 5% or $25,000 in the form of 44,092 shares of common stock of the Company. In consideration of the extension of the due date to March 2001, eVision paid Online Credit a financing fee equal to 3% or $15,000. On January 17, 2001, Online Credit agreed to extend the $500,000 due March 2001 until March 2002 in consideration of a fee of one percent, or $5,000. In May 2001, the Company agreed to repay $660,000 of the convertible debentures for $600,000, including the $500,000 due in March 2002. The difference of $60,000 was credited to additional paid-in-capital.

The quarterly interest payments on the convertible debentures purchased pursuant to the convertible debenture agreement are currently being made in shares of the Company’s common stock. During the year ended September 30, 2000 and 1999, 1,705,014 and 1,569,417 shares of the common stock of the Company, respectively, were issued to pay the accrued interest. During fiscal 2001, 428,583 common shares of the Company were issued to pay interest through September 30, 2000. Online Credit has agreed to allow eVision to pay interest on these convertible debentures in cash or in shares of eVision common stock, at eVision’s option, until April 1, 2002.

On June 8, 2001, the Company and Online Credit entered into an agreement whereby eVision agreed to pay $7,314,316 of principal and interest, in the form of transferring ownership of assets, to Online Credit in satisfaction of certain convertible debentures outstanding subject to the approval of the eVision Shareholders. The shareholders approved the agreement on November 28, 2001. The convertible debentures were issued under the Convertible Debenture and Option. Of the Convertible Debenture and Option, Online Credit had exercised and held $8,000,000 prior to the satisfaction in May 2001 of $660,000 of convertible debentures. Of the remaining $7,340,000, $6,749,924 of principal will be satisfied, as will $564,392 of accrued interest thereon. The remaining outstanding balance of convertible debentures of $590,076 will be documented in the form of a convertible debenture in accordance with terms under the Option and will accrue interest at 8% with a maturity of 2007. Online Credit gave up its Option to purchase an additional $7,000,000 of convertible debentures. As part of the agreement, the Company was granted an option to purchase approximately 20% of the total outstanding common stock of eBanker at an exercise price of $4.07 per share on or before December 31, 2001, at $4.31 per share on or before December 31, 2002 and at $4.57 per share on or before December 31, 2003, with the expiration of the option December 31, 2003.

The assets of eVision which will be used as satisfaction of the convertible debentures identified above consist of all debt, equity and derivative instruments of eBanker owned by eVision, except that owned by American Fronteer, as of June 8, 2001; all shares of Global Growth; and 1,050,000 common shares of Global Med. On June 27, 2001, these assets were pledged to secure eVision’s performance under all convertible debentures currently outstanding to Online Credit. As consideration for the pledge, Online Credit agreed to reduce the interest rate from 12% to 2% on a $589,889 convertible debenture due June 4, 2006 that was recently issued to Heng Fung in consideration for Heng Fung paying the Convertible Series B-1 Preferred Stock dividend of eVision in accordance with the guaranty of Heng Fung. The $589,889 convertible debenture was assigned by Heng Fung to Online Credit.

Prior to the transaction, eVision owned approximately 40% of eBanker’s outstanding common shares and approximately 5% of Global Med. Separately, eBanker owns approximately 43% of Global Med. As part of the agreement, amounts owing to eVision from Global Growth of approximately $900,000 were cancelled.

The debt, equity and derivative instruments of eBanker consist of 1 Series A preferred share, 1,083,533 common shares, 330,000 warrants to purchase common shares exercisable at $3.00 expiring August 11, 2003, 307,692 warrants to purchase common shares exercisable at $8.00 expiring March 31, 2005, 307,692 warrants to purchase common shares exercisable at $9.00 expiring March 31, 2005 and $660,000 in face value 10% convertible debentures. The Series A preferred share entitles the holder to 50% of the vote for members of the Board of Directors of eBanker. The primary assets of Global Growth consists of ownership in commercial property in Vancouver, British Columbia, Canada, including a mortgage thereon of approximately $786,000.

Values given to the assets being transferred were determined and agreed to by the Board of Directors of eVision and Online Credit and were based on market values at the time of the agreement in case of the shares of Global Med and recent transactions in the case of the shares of eBanker and Global Growth.

Heng Fung purchased a convertible debenture in the amount of $60,000 from eVision on October 2, 2001. The debenture is convertible at the market price, is due October 2, 2002 and accrues interest at 12% per annum. Interest is payable quarterly, and at the option of Heng Fung, is payable in cash or common shares of eVision.

Convertible Series B-1 Preferred Stock Dividend Guaranty

Heng Fung has guaranteed through October 31, 2002, the payment of each annual 8% cash dividend on the Convertible Series B-1 Preferred Stock that was offered by eVision if such dividend is not paid by eVision. In consideration for making such guaranty, eVision issued an affiliate of Heng Fung 250,000 shares of eVision’s common stock that had a value of $62,500 based on the closing price of $0.25 per share of the common stock on the date of the agreement. If Heng Fung is required to make dividend payments as a result of its guaranty, Heng Fung or its designee will receive a five year 12% convertible debenture equivalent to the amount that Heng Fung is required to pay on the guaranty unless the act of eVision in giving Heng Fung or its designee the 12% convertible debenture would be deemed to be an illegal distribution under the Colorado Business Corporation Act. In such event, Heng Fung or its designee would receive, instead of a 12% convertible debenture, the number of shares of common stock as is equal to the total amount of the dividend paid divided by 90% of the conversion price of the common stock as defined in the 12% convertible debenture. In general, the conversion price of the convertible debenture will be the market price of the common stock on the date of conversion.

The cash portion of the dividend payment for April 30 and October 31, 2001 were made Heng Fung pursuant to the guaranty mentioned above. In return, eVision gave Heng Fung a convertible debenture for $589,889 due June 2006 and $614,963 due December 2006, respectively, representing the April 30 and October 31, 2001 cash payments.

Credit Card Accounts and Facilities Receivable

Concurrent with the acquisition of the credit card portfolio by eBanker, Online Credit acquired MBf and changed the name of MBf to Online Credit Card Limited (OCCL). OCCL processes the credit card collections for eBanker, remits collections to eBanker on a monthly basis, and manages and absorbs the costs associated with (i) the administration and overhead of the portfolio including rent, utilities, salaries, wages, benefits, and hardware, software and other equipment costs, (ii) the underlying cards’ benefits and bonus points program, (iii) one-third of any charge-offs and (iv) providing 24-hour customer support. eBanker estimates that it paid OCCL approximately $290,000 related to processing collections for the year ended September 30, 2001. In addition to the accretion of the discount, eBanker earns 10% interest on the outstanding credit card accounts. For the year ended September 30, 2001, after payment of the fees related to processing collections, eBanker recognized interest income of approximately $705,000, including the discount accretion. In addition, eBanker paid OCCL a one-time fee of approximately $100,000 related to its share of legal, audit, and other fees as part of the acquisition of the credit card accounts receivable. As of September 30, 2001, the net credit card accounts receivable balance was $61,918.

During the year ended September 30, 2001, eBanker and OCCL entered into agreements to lend funds to unaffiliated Hong Kong companies through credit card facilities. eBanker and OCCL share in the loans, as proportionately agreed. The credit card facilities bear interest at the rate of 3% per month and are administered by OCCL. In exchange for OCCL’s administration of the facilities, legal documentation and due diligence, eBanker pays OCCL 10% per annum on eBanker’s share of the outstanding balances. eBanker’s share of the balance outstanding as of September 30, 2001 was $2,622,407, including interest and net of allowances of $943,977.

Global Online Funds, Inc.

In July 1999, eVision sold to Ladsleigh Investments Limited (Ladsleigh), an unrelated party, 100% of the stock of Fronteer Capital, now known as LIL Capital Inc., for $3,000,000. The primary assets of LIL Capital were approximately 122,084,000 shares of the common stock of Heng Fung. The purchase price was paid in cash of $150,000 and in the form of a promissory note for $2,850,000, which bore interest at 14% and was due July 30, 2000. To secure the promissory note, eVision held all the primary assets of LIL Capital in escrow.

In March 2000, Ladsleigh sold the Company a ten year option to reacquire all of the outstanding stock of LIL Capital. eVision paid $250,000 for the option and the exercise price of the option was the amount outstanding under the note receivable plus all accrued interest. In July 2000, call options on the Heng Fung stock previously sold by Ladsleigh to other unrelated parties expired unexercised and eVision exercised its option to reacquire LIL Capital. The option price was paid by canceling the $2,850,000 promissory note and the accrued interest thereon of $371,292. The assets of LIL Capital consisted primarily of the assets previously sold to Ladsleigh. In conjunction with the exercise, the Company recognized a charge of $425,000 representing the excess of the cost over the market value of the LIL Capital assets.

In 2000, eVision transferred the ownership of LIL Capital to Global Online Funds, Inc. (Global Online), a wholly owned subsidiary of eVision. As of September 30, 2000, Global Online’s consolidated assets consisted primarily of 123,294,000 shares of common stock and warrants to purchase 24,416,800 shares of common stock of Heng Fung. The warrants subsequently expired. Because of the reacquisition, uncertainty regarding their ultimate disposition and current accounting practices regarding investments in stock of a parent company by a subsidiary, the investment in the equity instruments (common stock and common stock warrants) of Heng Fung is reflected in the financial statements at September 30, 2000 as a contra-equity account at their cost of $2,545,286, in a manner similar to treasury stock. During the year ended September 30, 2001, all of the common stock of Heng Fung was disposed of for net proceeds of $1,007,877. The resulting loss of $1,444,603 was accounted for as a reduction of additional paid-in capital.

eBanker

On April 5, 2001, eBanker entered into a loan agreement with a previously unaffiliated entity for $500,000, bearing interest at a rate of 12% per annum, payable quarterly for a term of 36 months. The loan is secured by certain assets of the entity including, but not limited to, the current and future intellectual property (trademarks, software, copyrights, technology, licenses, and patented technology), marketable securities and stock of the entity that is not owned by the entity itself. eBanker received a commitment fee equal to 10% of the entity’s common stock. At the time of the transaction, two of the entity’s principals, Mr. Jeffers, Jr. and Mr. Busch, were members of the Board of Directors of eVision.

During the year ended September 30, 2001, eVision purchased 10,000 shares of eBanker common stock, 50,000 common stock warrants and Convertible Debentures of $100,000 from eBanker shareholders for $100,000. During the year ended September 30, 2000, eVision purchased 56,000 shares of eBanker common stock, 280,000 common stock warrants and convertible debentures of $560,000 from eBanker shareholders for $571,628 and also purchased 307,692 shares of newly issued common stock directly from eBanker for $1,999,998. As of September 30, 2001, eVision owned 40% of the outstanding common stock of eBanker. On November 28, 2001, this ownership was transferred to Online Credit in accordance with the asset transfer voted on by shareholders as previously discussed.

Q6 Technologies, Inc.

Q6 Technologies’ interest in Secutron was acquired in the early formation and capitalization of Q6 Technologies. Q6 Technologies subsequently increased its ownership of Secutron to approximately 78% in September 1999 and 97% in December 1999 primarily in connection with the settlement of a lawsuit by eVision and Secutron.

Q6 Technologies conducted a private placement of certain of its Class B common stock during the year ended September 30, 2000. AFFC received $144,613 in investment banking fees and received and paid commissions of $482,043, during the year ended September 30, 2000, relative to this private placement. AFFC also received 500,000 shares of Class B Common stock of Q6 Technologies as selling agent.

Also in December 1999, eVision and Q6 Technologies determined that the businesses of Secutron and its wholly owned subsidiary, MidRange, were not an appropriate part of Q6 Technologies’ long-term business strategy. Effective December 17, 1999, Q6 Technologies transferred its ownership interest in Secutron, which included MidRange, back to eVision in return for the cancellation of 5,000,000 shares of Class B Common Stock of Q6 Technologies previously held by eVision and certain contractual concessions. eVision and AFFC continue to hold 944,444 shares of Class A Common Stock and 1,055,556 shares of Class B Common Stock of Q6 Technologies. As a result of this transaction, eVision and AFFC own approximately 16% of Q6 Technologies, which is accounted for using the cost method of accounting for investments in common stock.

Other

eVision Corporate Services, Corporate Net Solutions and eBiz Web Solutions are wholly owned subsidiaries of eVision that provided management, accounting, administrative, technology support and web development services to consolidated and unconsolidated entities that are affiliated through common ownership or control. Asia SuperNet Corporation, Q6 Technologies and Global Med were charged $241,451 and $308,200, for these services for the years ended September 30, 2001 and 2000, respectively. eVision, eBanker, eBiz Web Solutions, Corporate Net Solutions, Secutron, and American Fronteer were charged $1,195,055, $1,336,733 and $523,845, for these services for the years ended September 30, 2001, 2000 and 1999, respectively.

During the years ended September 30, 2001 and 2000, the Company paid Jeffrey M. Busch, an outside director, $26,576 and $140,293, respectively, for legal services and reimbursement of actual expenses on the Company’s behalf.

PeopleMed.com, Inc., a subsidiary of Global Med, initiated a private placement of its common stock subsequent to September 30, 2000. AFFC received $20,800 in investment banking fees and commissions related to this offering.

During the year ended September 30, 2000, eVision purchased, in the open market, 66,700 shares of common stock of American Pacific Bank at a cost of $262,093. The shares are classified as available-for-sale. Mr. Fai H. Chan is the Chairman of the board of directors of American Pacific Bank and a significant shareholder. Mr. Tony Chan is also a director of American Pacific Bank.

PART IV

ITEM 14. EXHIBITS, FINANCIAL SCHEDULES, AND REPORTS ON FORM 8-K

(a) (1) (i) Financial Statements and Financial Statement Schedules

         Index To Financial Statements:                                                            Page
         ------------------------------                                                            ----

         Independent Auditors' Report                                                              F-1
         Consolidated Balance Sheets as of September 30, 2001 and 2000                             F-3
         Consolidated Statements of Operations for the three year period ended
            September 30, 2001                                                                     F-5
         Consolidated Statements of Comprehensive Loss for the three year
            period ended September 30, 2001                                                        F-7
         Consolidated Statements of Stockholders' Equity (Deficit) for the
            three year period ended September 30, 2001                                             F-8
         Consolidated Statements of Cash Flows for the three year period ended
            September 30, 2001                                                                     F-10
         Notes to the Consolidated Financial Statements                                            F-13

(a) (1) (ii) Other Financial Statements

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Balance Sheet:

                                                  eVision                                                        Proforma
                                               September 30,                      Global                       September 30,
                                                    2001         eBanker (A)     Growth (B)       Other (C)         2001
                                               ------------      ----------      ----------       --------     -------------
CURRENT ASSETS
   Cash and cash equivalents ..................   $ 5,668,751    (5,594,630)       (14,490)          --           59,631
   Credit card facilities receivable, net .....     2,560,153    (2,560,153)          --             --             --
   Credit card accounts receivable, net .......        61,918       (61,918)          --             --             --
   Accounts receivable trade, net .............     1,154,602    (1,152,683)          --           (1,919)          --
   Account receivable, related party ..........       718,004      (763,660)          --           45,656           --
   Other receivables ..........................       442,827      (619,797)       (13,341)       209,143         18,832
   Accrued interest receivable ................        92,253       (92,253)          --             --             --
   Accrued interest receivable, related party..           653          (653)          --             --             --
   Securities owned, at market value ..........       233,506      (127,589)          --             --          105,917
   Notes receivable, net ......................          --            --             --             --             --
   Investments, available-for-sale, at
       market value ...........................       227,447          --             --             --          227,447
   Other assets ...............................       376,700      (149,371)        (2,821)      (224,508)          --
   Net current assets of discontinued
    operations ................................          --            --             --             --             --
                                                  -----------   -----------    -----------    -----------    -----------
       Total current assets ...................    11,536,814   (11,122,707)       (30,652)        28,372        411,827

PROPERTY, FURNITURE AND
   EQUIPMENT, net .............................     1,918,415      (252,133)    (1,523,147)      (143,135)          --

NOTES RECEIVABLE, RELATED
    PARTY .....................................       500,000      (500,000)          --             --             --

FINANCING COSTS, net ..........................       683,700      (650,376)          --          (33,324)          --

CAPITALIZED SOFTWARE DEVELOPMENT COSTS ........       781,044      (781,044)          --             --             --

GOODWILL ......................................     5,145,904    (5,145,904)          --             --             --

OTHER NONCURRENT ASSETS .......................       705,294    (1,030,270)       (40,228)       365,204           --

NET LONG TERM ASSETS OF DISCONTINUED
   OPERATIONS .................................        27,433          --             --          (27,433)          --
                                                  -----------   -----------    -----------    -----------    -----------
   Total assets ...............................   $21,298,604   (19,482,434)    (1,594,027)       189,684        411,827
                                                  ===========   ===========    ===========    ===========    ===========

See the introductory information and the notes to the unaudited proforma financial statements.

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Balance Sheet (Continued)::

                                                eVision                                                      Proforma
                                             September 30,                        Global                    September 30,
                                                  2001         eBanker (A)       Growth (B)     Other (C)       2001
                                             ------------      ----------        ---------      --------     -----------
CURRENT LIABILITIES
Accounts payable and accrued
   expenses ...............................  $  5,971,229      (2,490,241)         (7,236)           --         3,473,752
Accrued dividends payable .................       958,790            --              --              --           958,790
Accrued interest payable ..................       121,633        (121,633)           --              --              --
Accrued interest payable to
   related party ..........................       818,083         (11,000)           --          (242,501)        564,582
Deferred revenues .........................     2,165,444      (2,165,444)           --              --              --
Current portion of long-term
   debt and capital lease
obligation ................................        92,276         (82,948)         (9,328)           --              --
Current portion of convertible
   debentures, related party ..............          --              --              --              --              --
Financing agreements with
   related party ..........................          --              --              --              --              --
Other current liabilities .................        51,952           2,357      (1,002,611)      1,002,611          54,309
Net current liabilities of
   discontinued operations ................     4,070,699            --              --              --         4,070,699
                                             ------------    ------------    ------------    ------------    ------------
   Total current liabilities ..............    14,250,106      (4,868,909)     (1,019,175)        760,110       9,122,132

LONG TERM DEBT AND
   CAPITAL LEASE OBLIGATIONS,
   net of current portion .................       790,671         (19,083)       (771,588)           --              --
CONVERTIBLE DEBENTURES ....................     6,309,110      (6,309,110)           --              --              --
CONVERTIBLE DEBENTURES,
   RELATED PARTY ..........................     7,929,889        (570,689)           --        (6,179,235)      1,179,965
                                             ------------    ------------    ------------    ------------    ------------
   Total liabilities ......................    29,279,776     (11,767,791)     (1,790,763)     (5,419,125)     10,302,097
                                             ------------    ------------    ------------    ------------    ------------

MINORITY INTEREST .........................     4,596,998            --              --        (4,596,998)           --
                                             ------------    ------------    ------------    ------------    ------------
STOCKHOLDERS' EQUITY
Preferred stock ...........................       152,487          (1,000)           --             1,000         152,487
Common stock ..............................       257,893         (27,159)           --            27,159         257,893
Additional paid-in capital ................    28,097,629      (9,917,353)           --         9,917,353      28,097,629
Accumulated deficit .......................   (41,101,647)      2,230,869         204,237         260,295     (38,406,246)
Accumulated other comprehensive
   loss ...................................        15,468            --            (7,501)           --             7,967
                                             ------------    ------------    ------------    ------------    ------------
    Total stockholders' equity (deficit) ..   (12,578,170)     (7,714,643)        196,736      10,205,807      (9,890,270)
                                             ------------    ------------    ------------    ------------    ------------

Total liabilities and stockholders'
    Equity (deficit) ......................  $ 21,298,604     (19,482,434)     (1,594,027)        189,684         411,827
                                             ============    ============    ============    ============    ============

See the introductory information and the notes to the unaudited proforma financial statements.

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Statement Of Operations::

                                         eVision
                                        year ended                                                     Proforma
                                       September 30,                                                 September 30,
                                           2001        eBanker (A)   Global Growth (B)   Other (D)       2001
                                       ------------    ----------    ----------------    ---------   ------------
REVENUE:

Computer hardware and software
  operations ........................     5,443,810     (5,118,680)          --             --          325,130
Interest income on investments and
  loans .............................     1,906,190     (1,902,101)          --           19,380         23,469
Interest income on loans, related ...       846,616       (916,042)          --           69,426           --
Realized gain on sale of
investment
  securities ........................           169           --             --             --              169
Other ...............................       153,703        (45,720)       (87,804)     1,337,335      1,357,514
                                        -----------    -----------    -----------    -----------    -----------
  Total revenue .....................     8,350,488     (7,982,543)       (87,804)     1,426,141      1,706,282
                                        -----------    -----------    -----------    -----------    -----------
COST OF SALES AND OPERATING EXPENSES:

Computer cost of sales ..............     2,537,845     (2,017,081)          --             --          520,764
Unrealized (gain) loss on
securities ..........................       338,551        (55,623)          --             --          282,928
Interest expense on convertible
  debentures ........................       881,790       (954,941)          --           73,151           --
General and administrative ..........    10,921,797     (7,030,167)       (75,499)     2,455,097      6,271,228
Depreciation and amortization .......     1,341,472     (1,071,538)       (23,306)          --          246,628
                                        -----------    -----------    -----------    -----------    -----------
  Total cost of sales and operating
    expenses ........................    16,021,455    (11,129,350)       (98,805)     2,528,248      7,321,548
                                        -----------    -----------    -----------    -----------    -----------

Operating loss ......................    (7,670,967)     3,146,807         11,001     (1,102,107)    (5,615,266)
                                        -----------    -----------    -----------    -----------    -----------


Continued

See the introductory information and the notes to the unaudited proforma financial statements.

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Statement Of Operations (Continued):

                                         eVision
                                        year ended                                                      Proforma
                                       September 30,                                                  September 30,
                                           2001         eBanker (A)   Global Growth (B)   Other (D)       2001
                                       ------------     ----------    ----------------    ---------   ------------

Operating loss ....................... $ (7,670,967)      3,146,807          11,001     (1,102,107)     (5,615,266)
                                       ------------    ------------    ------------   ------------    ------------

OTHER INCOME (EXPENSE):
Interest income ......................       46,958         (27,811)           --             --            19,147
Interest expense .....................     (223,616)        141,128          78,372           --            (4,116)
Interest expense, related ............     (836,630)           --              --          242,501        (594,129)
Foreign currency transaction loss ....      (86,432)           --            50,647           --           (35,785)
Loss from equity investments .........   (1,087,023)        238,718            --             --          (848,305)
Other ................................       71,418            --              --             --            71,418
                                       ------------    ------------    ------------   ------------    ------------
     Total other income (expense) ....   (2,115,325)        352,035         129,019        242,501      (1,391,770)
                                       ------------    ------------    ------------   ------------    ------------

Loss before minority interest and
     income taxes ....................   (9,786,292)      3,498,842         140,020       (859,606)     (7,007,036)

Minority interest in loss ............    1,984,138            --              --       (1,984,138)           --
                                       ------------    ------------    ------------   ------------    ------------

Loss from operations before
income
     taxes ...........................   (7,802,154)      3,498,842         140,020     (2,843,744)     (7,007,036)

Income tax expense ...................      189,138        (189,138)           --             --              --
                                       ------------    ------------    ------------   ------------    ------------

Net loss from continuing
operations ........................... $ (7,613,016)      3,309,704         140,020     (2,843,744)     (7,007,036)
   Net loss from discontinued
   operations ........................   (7,439,296)           --              --             --        (7,439,296)
                                       ------------    ------------    ------------   ------------    ------------
 Net loss ............................  (15,052,312)      3,309,704         140,020     (2,843,744)    (14,446,332)
 Preferred stock dividends ...........   (2,253,297)           --              --             --        (2,253,297)
                                       ------------    ------------    ------------   ------------    ------------
Net loss applicable to common
   shareholders ......................  (17,305,609)      3,309,704         140,020     (2,843,744)    (16,699,629)
                                       ============    ============    ============   ============    ============

Weighted average number of
     common shares outstanding .......   25,418,262                                                     25,418,262
                                       ============                                                   ============

Basic and diluted loss per common
     share ........................... $      (0.68)                                                  $      (0.66)
                                       ============                                                   ============

See the introductory information and the notes to the unaudited proforma financial statements.

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

Notes To The Unaudited Proforma Financial Statements:

The following explain the adjustments in the accompanying proforma financial statements related to the Asset Transfer transaction:

Note (A)

The entries in this column reflect the unconsolidation of eBanker from the Company.

Note (B)

The entries in this column reflect the unconsolidation of Global Growth from the Company.

Note (C)

The entries in this column give effect to the assets acquired by Online Credit, including the reduction of convertible debentures and interest as payment for the assets acquired. Additionally, this column includes the reversal of certain applicable elimination entries done in consolidation and consideration for liquidation values for the remaining assets.

Note (D)

The entries in this column give effect to the reduction in certain expenses and revenues as a result of the assets acquired by Online Credit. Interest expense on the convertible debentures held by Online Credit is reduced. The loss from equity investments is reduced for losses recorded prior to the consolidation of Global Med. The minority interest in loss relates to eBanker and Global Med. An adjustment is made for consideration for liquidation values for the remaining assets.

(a) (2) Financial Statement Schedules.

All schedules are omitted because the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the Consolidated Financial Statements and Notes thereto.

(a) (3) Exhibits. See "EXHIBIT INDEX" on page 45.

(b) Current Reports on Form 8-K:

A Current Report on Form 8-K dated June 8, 2001, was filed on July 5, 2001 to report under Item 5 information relating to the agreement between eVision and Online Credit concerning the proposal to transfer to Online Credit assets in satisfaction of certain convertible debentures outstanding subject to the approval of the eVision shareholders.

(c) Exhibits: Included as exhibits are the items in the Exhibit Index.

SIGNATURES

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

                                                                           eVISION USA.COM, INC.

Dated:   February 14, 2002                             /s/ Tony T. W. Chan
                                                                              Tony T. W. Chan, Chief Operating Officer

Dated:   February 14, 2002                             /s/ Gary L. Cook
                                                                              Gary L. Cook, Secretary, Treasurer,
                                                                                     Chief Financial Officer and Principal
                                                                                     Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates included.

Dated:   February 14, 2002                             /s/ Fai H. Chan
                                                                              Fai H. Chan, Director

Dated:   February 14, 2002                             /s/ Tony T. W. Chan
                                                                              Tony T. W. Chan, Director

Dated:   February 14, 2002                             /s/ Robert H. Trapp
                                                                              Robert H. Trapp, Director

INDEPENDENT AUDITORS’ REPORT

The Board of Directors
eVision International, Inc. and subsidiaries

We have audited the accompanying consolidated balance sheet of eVision International, Inc. (formerly eVision USA.com, Inc.) and subsidiaries as of September 30, 2001, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit) and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements of eVision USA.com, Inc. and subsidiaries as of September 30, 2000 and 1999, were audited by other auditors whose report dated March 26, 2001, expressed an unqualified opinion on those statements.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of eVision International, Inc. and subsidiaries as of September 30, 2001, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has significant cash requirements and has incurred losses from operations resulting in an accumulated deficit. In addition, on November 28, 2001, unaffiliated stockholders of the Company voted to approve payment of past due amounts to a related party by transferring most of the Company’s assets and virtually all of the Company’s business to the related party. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to this matter are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company conducts numerous transactions with related parties primarily related to financing activities and derives a significant portion of its revenues through related parties.

/s/ Ehrhardt Keefe Steiner & Hottman PC

January 18, 2002
Denver, Colorado

F-1

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

                                                                        September 30,
                                                                ------------------------------
                                                               Unaudited
                                                                Proforma
ASSETS                                                            2001        2001        2000
------                                                            ----        ----        ----
                                                                (Note 2)
CURRENT ASSETS:
   Cash and cash equivalents .............................   $    59,631   5,668,751   9,132,976
   Credit card facilities receivable, net ................          --     2,560,153        --
   Credit card accounts receivable, net ..................          --        61,918   2,296,398
   Accounts receivable trade, net ........................          --     1,154,602      44,799
   Accounts receivable, related party ....................          --       718,004     753,151
   Other receivables .....................................        18,832     442,827      33,298
   Accrued interest receivable ...........................          --        92,253      90,000
   Accrued interest receivable, related party ............          --           653     365,419
   Securities owned, at market value .....................       105,917     233,506     607,455
   Notes receivable, net .................................          --          --     1,000,000
   Investments, available-for-sale, at market value ......       227,447     227,447     243,922
   Other assets ..........................................          --       376,700     130,033
   Net current assets of discontinued operations .........          --          --     1,523,985
                                                             ----------- ----------- -----------

      Total current assets ...............................       411,827  11,536,814   16,221,436

PROPERTY, FURNITURE AND EQUIPMENT, net ...................          --     1,918,415    2,269,582

NOTES RECEIVABLE, RELATED PARTY ..........................          --       500,000    5,400,000

FINANCING COSTS, net of accumulated amortization
    of $342,174 and $234,493, respectively ...............          --       683,700      791,381

CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net of
   accumulated amortization of $2,358,678 ................          --       781,044        --

GOODWILL, net of accumulated amortization of $1,146,571 ..          --     5,145,904        --

OTHER NONCURRENT ASSETS ..................................          --       705,294    1,069,483

NET LONG TERM ASSETS OF DISCONTINUED OPERATIONS ..........          --        27,433    1,813,675
                                                             ----------- -----------  -----------

      Total assets .......................................   $   411,827   21,298,604  27,565,557
                                                             =========== ============ ===========

EVISION USA COM INC 10-K