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, ~~2000~~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 ~~USA.Com~~International, Inc. (Exact ~~name~~Name of Registrant as Specified in its Charter)

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

~~45-0411501~~1888 Sherman Street, Suite 500 ~~(I.R.S.~~Denver, ~~Employer~~CO 80203 ~~Identification~~(Address ~~No.~~of Principal Executive Offices)

~~1700~~ Registrant's telephone ~~Lincoln Street~~number, ~~31st~~including ~~Floor Denver,~~area ~~CO 80203~~ code: (~~Address of Principal Executive Offices~~303) 894-7971

~~Registrant's~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area~~Section ~~code:~~ 12(~~303~~g) ~~860-6377~~of the Act: $0.01 Par Value common stock (Title of Class)

~~Securities~~Indicate by check mark ~~registered~~whether ~~pursuant~~the Registrant (1) has filed all reports required to be filed by Section 13 12or 15(gd) of the Securities Exchange Act~~: $0.01~~ ~~Par~~of ~~Value~~1934 ~~common~~during ~~stock~~the preceding 12 ~~(Title~~months ofand, ~~Class~~(2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [X]

Indicate by check mark if ~~whether~~disclosure ~~the~~of ~~Registrant~~delinquent ~~(1)~~filers ~~has~~pursuant ~~filed~~to ~~all~~Item ~~reports~~405 ~~required~~of toRegulation beS-K ~~filed~~is ~~by Section~~not 13contained orherein, ~~15(d)~~and ofwill ~~the~~not ~~Securities~~be ~~Exchange~~contained, ~~Act~~to the best of ~~1934~~Registrant’s knowledge, ~~during~~in ~~the~~definitive ~~preceding~~proxy 12or information statements incorporated ~~months~~byreference ~~and,~~in ~~(2)~~Part ~~has~~III ~~been~~of ~~subject~~this toForm ~~such~~10-K ~~filing~~or ~~requirements~~any ~~for~~amendment ~~the~~to ~~past~~this ~~90 days. YES~~Form 10-K. [ ] ~~NO [X]~~

~~Indicate~~As byof ~~check~~December ~~mark~~31, if2001, ~~disclosure~~the ofaggregate ~~delinquent~~market ~~filers~~value ~~pursuant~~of tothe ~~Item~~Registrant’s ~~405~~voting ofstock ~~Regulation~~held Sby non-Kaffiliates iswas ~~not contained herein~~$485,088 ~~and~~based ~~will~~on ~~not~~the beclosing ~~contained,~~bid toprice ~~the best~~ of ~~Registrant’s knowledge,~~$0.03 inper ~~definitive~~share ~~proxy~~as of orthat ~~information~~date. ~~statements~~As ~~incorporated byreference~~of inDecember ~~Part~~31, ~~III~~2001, ofRegistrant ~~this~~had ~~Form~~26,897,065 ~~10-K~~shares orof ~~any~~its $0.01 ~~amendment~~par tovalue ~~this~~common ~~Form~~stock ~~10-K~~outstanding. ~~[ ]~~

As of January 31, 2001, the aggregate market value of the Registrant’s voting stock held by non-affiliates was $7,604,983 based on the closing bid price of $0.47 per share as of that date. As of January 31, 2001, Registrant had 26,855,519 shares of its $0.01 par value common stock outstanding.

PART I

Item                                                                                     Page
----                                                                                     ----

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

2.   Properties...........................................................................1514

3.   Legal Proceedings....................................................................1614

4.   Submission of Matters to a Vote of Security Holders..................................1615

PART II

5.   Market for Registrant's Common Stock and Related Stockholder Matters.................1715

6.   Selected Financial Data..............................................................1817

7.   Management's Discussion and Analysis of Financial Condition and Results of
         Operations ......................................................................2019

7A.  Quantitative and Qualitative Disclosures About Market Risk...........................2625

8.   Financial Statements and Supplementary Data..........................................2827

9.   Changes in and Disagreements with Accountants on Accounting and Financial
         Disclosure.......................................................................2827

PART III

10.  Directors and Executive Officers of the Registrant...................................2928

11.  Executive Compensation...............................................................3332

12.  Security Ownership of Certain Beneficial Owners and Management.......................3735

13.  Certain Relationships and Related Transactions.......................................3937

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 ~~USA.Com~~ International, Inc. and its subsidiaries are referred to collectively as eVision or the Company. As of ~~March~~September 1530, 2001, eVision’s ~~consolidated~~ 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.

InUntil ~~addition, 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 ~~Online~~Heng ~~Credit~~Fung ~~International~~Holdings Limited (Heng Fung formerly known as Online Credit International Limited) and its subsidiary , Online Credit Limited (Online Credit). ~~Online~~Heng ~~International~~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 ~~Online~~ ~~International~~Heng Fung, Online Credit Card Limited (OCCL). ~~Consequently~~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. ~~International~~Consequently, eVision, Heng Fung, Online Credit, OCCL, eBanker, Global ~~and~~Med, Global ~~Med~~Online and Lil Capital, Inc. are considered related parties.

~~eVision~~On ~~and~~June ~~certain~~8, of2001, ~~its~~eVision ~~subsidiaries~~and ~~have~~Online Credit, entered into ~~significant~~an ~~related~~agreement ~~party~~whereby ~~transactions~~eVision ~~with~~agreed to pay ~~Online~~$7,314,316 ~~International~~of orprincipal ~~certain~~and ofinterest, ~~its~~in ~~subsidiaries.~~the ~~Mr.~~form ~~Fai~~of H.transferring ~~Chan,~~ownership asof ~~Chairman~~assets, ofto ~~eVision,~~Online orCredit ~~other~~in ~~members~~satisfaction of ~~the~~certain ~~Board~~convertible ofdebentures outstanding ~~Directors~~subject to the approval of the eVision ~~may~~shareholders. The ~~identify~~shareholders ~~and~~approved ~~establish~~this ~~the~~transaction ~~terms~~on ofNovember ~~various~~28, ~~transactions~~2001. ~~into~~The ~~which~~assets of eVision ~~and its~~which ~~subsidiaries~~will ~~and~~be ~~Online~~used ~~International~~as orsatisfaction ~~certain~~ of ~~its~~the ~~subsidiaries~~convertible ~~may~~debentures ~~enter.~~identified ~~Additionally,~~above ~~Mr.~~consist ~~Chan~~of isall ~~Chairman~~debt, ofequity ~~Online~~and ~~International~~derivative ~~and~~instruments ~~Online~~of ~~International~~eBanker ~~has~~owned ~~provided~~by ~~funding~~eVision, inexcept ~~the~~that ~~past~~owned toby ~~eVision~~American ~~through~~Fronteer; ~~eVision’s convertible~~all ~~debentures.~~shares ~~See~~of Global ~~the~~Growth ~~discussions~~Management, ofInc. ~~such~~(Global ~~transactions~~Growth) ina ~~Item~~wholly-owned 13subsidiary ~~and~~of ineVision; ~~Notes~~and 1, 4050,000 8,common 9,shares ~~10,~~of ~~12,~~Global ~~13,~~Med. 16Consequently, 17as 20of November 28, 232001, eBanker and 27Global inMed will no longer be part of the ~~accompanying~~eVision consolidated financial statements.

~~Certain~~eVision ofand ~~the~~certain ~~lending~~of its ~~arrangements~~subsidiaries ~~eBanker~~have ~~has~~ entered into ~~were~~significant ~~identified,~~related ~~and~~party ~~the~~transactions ~~terms~~with ~~were~~Heng ~~established,~~Fung byor Mrcertain of its subsidiaries. ~~Chan~~Mr. ~~Online~~Fai ~~International~~H. ~~participated~~Chan, inas ~~certain~~Chairman of ~~these~~eVision, or ~~lending~~other ~~arrangements.~~members ~~Additionally,~~of ~~certain~~the Board of ~~these~~Directors ~~arrangements~~of ~~are~~eVision, ~~with related~~may ~~parties;~~identify ~~see~~and ~~further~~establish the ~~discussion~~terms of ~~these~~various transactions ininto ~~Item~~which 13eVision and inits subsidiaries and ~~Notes~~Heng 3,Fung 8or certain of its subsidiaries may enter. Additionally, 9Mr. Chan is Chairman of Heng Fung and 27Heng Fung or Online Credit has provided funding in the past to eVision through the purchase of eVision’s convertible debentures.

AsCertain ~~a result~~ of ~~these~~the lending ~~transactions~~arrangements ~~and~~eBanker ~~relationships,~~has ~~the~~entered ~~financial~~into ~~condition~~were identified, and ~~results~~terms ofwere ~~operations~~established, ofby ~~eVision~~Mr. ~~may~~Chan. ~~not~~Heng ~~necessarily~~Fung beparticipated ~~indicative~~in certain of ~~those~~these ~~that would have~~lending ~~resulted~~arrangements. ifAdditionally, ~~eVision~~certain ~~and~~of ~~Online~~these ~~International~~arrangements ~~were~~are ~~unaffiliated~~with related parties.

~~The~~As ~~Company’s investments~~a inresult ~~Global~~of ~~Med~~these transactions ~~are~~and ~~accounted~~relationships, ~~for~~the ~~under~~financial ~~the~~condition ~~equity~~and ~~method.~~results ~~The~~of ~~consolidated~~operations ~~financial~~of ~~statements~~eVision ~~include~~may ~~all~~not ofnecessarily ~~the~~be ~~following~~indicative ~~majority~~of ~~owned~~those orthat would have ~~controlled~~resulted ~~companies.~~if ~~All~~eVision ~~significant~~and ~~intercompany~~Heng ~~transactions~~Fung ~~have~~were ~~been eliminated~~unaffiliated.

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

American Fronteer Financial Corporation (American Fronteer or AFFC), a wholly owned subsidiary of eVision, engaged in the retail stock brokerage business until December 19, 2000 when certain of its assets were exchanged for an ownership interest in an unrelated broker/dealer as discussed further below. 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 was 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. Subsequent to September 30, 2000, in connection with the share purchase agreement discussed below, American Fronteer filed Form BDW to withdraw its registration as a broker/dealer with the Commission and terminated its other registrations and 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.

American Fronteer conducted its business in four operating divisions as described below. American Fronteer’s principal executive office and Denver, Colorado branch are located at One Wells Fargo Center, 1700 Lincoln Street, 31st Floor, Denver, Colorado 80203. American Fronteer also had branch offices located in San Francisco, California; Colorado Springs, Colorado; West Palm Beach, Florida; Miami Beach, Florida; Atlanta, Georgia; Chicago, Illinois; Metairie, Louisiana; Las Vegas, Nevada; Albany, New York; New York City, New York; and Dallas, Texas.

Retail Securities Brokerage Division

American Fronteer conducted its retail securities brokerage business through its retail securities brokerage division. As of September 30, 2000, American Fronteer had approximately 75 account executives and approximately 17,000 customer accounts. American Fronteer generated commission revenue when it acted as a broker on an agency basis, or as a dealer on a principal basis, to effect securities transactions for individual and institutional investors. Brokerage commissions were $17,785,074 for the year ended September 30, 2000. American Fronteer executed both listed and over the counter agency transactions for customers, executed transactions and puts and calls on options exchanges as an agent for its customers, and sold a number of professionally managed mutual funds and insurance products, primarily variable annuities. American Fronteer’s revenue from its sales of insurance products was approximately $58,854 for the year ended September 30, 2000.

Corporate Finance Division

The corporate finance division of American Fronteer provided financial advisory and capital raising services to corporate clients. Financial advisory services involved advising clients in mergers and acquisitions and in various types of corporate valuations. American Fronteer acted as a dealer, underwriter and selling group member in public and private offerings of equity securities. During the year ended September 30, 2000, American Fronteer earned revenue of approximately $727,891 from its investment banking activities.

Trading Division

Trading securities involved the purchase and sale of securities by American Fronteer for its own account. Profits and losses were derived from the spread between bid and ask prices and market increases or decreases for the individual security during the holding period. American Fronteer made markets in corporate equities and traded in municipal and corporate bonds and government securities. As of September 30, 2000, American Fronteer made markets in 23 stocks. American Fronteer no longer makes a market in any stocks.

Public Finance Division

The public finance division of American Fronteer provided professional financial advisory services to public entities, participated in underwriting and selling both negotiated and competitive bid municipal bond offerings, and structured and participated in municipal bond refinancings. During the year ended September 30, 2000, American Fronteer’s participation as manager of underwritings and private placements in offerings of municipal securities generated revenue of approximately $162,866.

Financial Information

For the year ended September 30, 2000, American Fronteer’s revenue of $23,178,305 accounted for approximately 78% of eVision’s total revenue of $29,773,213. American Fronteer’s revenue for the years ended September 30, 1999 and 1998 was $20,901,459, and $18,886,391, respectively. For the years ended September 30, 2000, 1999, and 1998, American Fronteer incurred operating losses of $914,147, $2,521,508, and $3,910,741, respectively. The revenues and expenses pertaining to American Fronteer in future years will be significantly reduced as discussed below.

American Fronteer Regulatory Net Capital

American Fronteer, as a registered securities broker/dealer, was subject to the Commission’s Uniform Net Capital Rule (Rule 15c3-1) and membership agreement with the NASD. In accordance with the membership agreement, American Fronteer was required to maintain “net capital” of not less than $250,000. As of September 30, 2000, American Fronteer had “net capital” of $1,072,352.

Share Purchase Agreement

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 certain assets of American Fronteer as discussed below. The option was exercised February 27, 2001. eVision has the option to nominate two members to the board of directors of APR. The investment in APR will be accounted for under the equity method of accounting. Under the equity method, eVision will report its share of the net income or loss of APR on one line item in the financial statements. Because the transaction was an exchange of ownership interests in securities broker/dealers, the operations of American Fronteer have not been reflected as discontinued operations. See the unaudited summary proforma financial information in Note 27 in the accompanying financial statements and the unaudited proforma financial statements in Item 14 of this Annual Report on Form 10-K.

As consideration for the 24.9% interest in APR and the option, American Fronteer conveyed to APR, certain of its assets relating to its retail brokerage operations in Albany, New York; Chicago, Illinois; Atlanta, Georgia; Dallas, Texas; Colorado Springs, Colorado; San Francisco, California; and Denver, Colorado.

In conjunction with the APR transaction, it was determined by management that three American Fronteer branch offices would not be used for further operating purposes. The Company estimates that the discounted present value of future lease payments on these offices to be approximately $600,000, which potentially may be offset by sublease income or the ability to terminate the lease agreement, and will be taken as a charge to the statement of operations in the quarter ended December 31, 2000.

In March 2001, eVision and APR entered into a nonbinding letter of intent with an unrelated third party. The letter of intent provides that each of the parties will endeavor to complete a definitive agreement whereby the third party would purchase for cash a 20% equity interest in APR for $2,000,000 by no later than May 31, 2001, and have a two year option to purchase an additional 31% equity interest in APR for an additional $3,100,000, for a total of 51%. Accordingly, eVision’s ownership in APR would be reduced to approximately 20%. The completion of a definitive agreement is subject to completion of due diligence by the third party to the satisfaction of that party in its sole discretion, among other conditions.

eBanker USA.com, Inc.

General

eBanker is a consolidated subsidiary of eVision. As of September 30, ~~2000~~2001, eVision owned 3940% 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 ~~avoiding~~not being required to address the regulations facing traditional financial institutions.

During the year ended September 30, 2000, eVision purchased 5610,000 shares of eBanker common stock, ~~280~~50,000 ~~warrants to purchase~~ common stock warrants and convertible debentures of $~~560~~100,000 from eBanker shareholders for $~~571~~100,~~628~~000. ~~eVision~~This ~~also~~acquisition ~~purchased~~brought ~~307,692 newly issued shares of common stock directly from eBanker for $1,999,998. As a result,~~ eVision’s ~~owned~~ownership 39to 40% of the outstanding common stock ~~of eBanker as of September 30, 2000~~. ~~Subsequent~~As topreviously ~~September 30~~described, ~~2000,~~on ~~eVision~~November ~~purchased 10~~28,~~000 shares of~~ ~~eBanker common stock~~2001, ~~50,000~~the ~~common~~shareholders ~~stock~~of ~~warrants~~eVision ~~and~~approved ~~convertible~~the ~~debentures~~transfer of eVision’s ~~$100,000~~ownership ~~from~~in eBanker ~~shareholders~~to ~~for~~Online ~~$100,000~~Credit.

Credit Card ~~Receivable~~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 ~~year~~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 ~~year~~years ended September 30, 2001 and 2000, after payment of the fees related to processing collections ~~of approximately $1~~,~~413,000,~~ eBanker recognized interest income of approximately $~~393~~602,~~000~~279 ~~plus the discount accretion~~and of $~~209~~705,~~279~~000, ~~for~~respectively, aincluding ~~total~~the ofdiscount ~~$602,279~~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, ~~2000~~2001, the net credit card accounts receivable balance, ~~net of unamortized discount of $592,697 and allowance for doubtful accounts of $537,840,~~ was $261,~~296,398~~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~~ 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. ~~Amounts borrowed under these agreements were initially due in April 1999.~~

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 ~~canceling~~ $2,000,000 of its notes ~~receivable~~ receivable from Global Med. ~~The~~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. If the principal and interest are not paid in full by July 1, 2001 the due date of the principal will automatically be extended to July 1, 2003. Additionally, eBanker will 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. The actual number of warrants to be issued will be determined based upon the amount of principal outstanding at July 1, 2001. Additionally, upon the occurrence of certain events related to a certain contract Global ~~Med is negotiating, Global~~ Med ~~will~~valued ~~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 canceling debt for common stock. The default conversion rate under this extension is $1.00 per share. As consideration for this provision~~191, ~~eBanker was issued 500,000 restricted shares of Global Med common stock~~435. As a result of these transactions, eBanker gained control of Global Med and Global Med will be reflected in eVision’s consolidated financial statements as a consolidated subsidiary of eBanker effective November 19, 2000. See the unaudited summary proforma financial information in Note 27 in the accompanying financial statements and the unaudited proforma financial statements in Item 14 of this Annual Report on Form 10-K, which give effect to this transaction.

OnAs ~~March~~part ~~22,~~of ~~2001,~~the ~~Global~~extension ~~Med~~ and ~~eBanker~~because ~~entered~~the ~~into~~principal anwas ~~interest~~not ~~payment~~paid ~~option~~in ~~agreement~~full ~~that~~by ~~provides that~~July ~~Global~~1, ~~Med~~2001, ~~will have~~ the ~~option,~~due ~~with~~date ~~five~~for the ~~days~~principal ~~prior~~was ~~written~~automatically ~~notice,~~extended to ~~elect~~ ~~and pay to eBanker, before~~ July 1, ~~2001~~2003. Additionally, ~~Global Med’s entire interest~~eBanker ~~payment~~is ~~calculated~~to ~~for~~be ~~the~~issued ~~life~~warrants ofto ~~the~~acquire ~~loan~~up ~~agreement~~to ~~dated November 19~~10, ~~2000~~168, in430 ~~the form of 1,746,688~~ shares of Global Med common stock ~~(calculated~~with at an exercise price of $0.~~6875~~50 per share. Additionally, ~~which~~upon ~~was~~ the occurrence ~~closing~~of ~~bid~~certain ~~price~~events onrelated ~~March~~to ~~22,~~a ~~2001).~~certain Incontract ~~the event~~Global ~~that~~Med is negotiating, Global Med ~~pays~~will ~~any~~have ~~principal~~the onright, ~~the~~in ~~loan~~its ~~prior~~discretion, to ~~July~~put its shares of common stock worth up to $1, ~~2003~~500, 000 to eBanker ~~will~~at ~~return~~$0.50 aper ~~number~~share ofin the ~~shares~~form ~~determined~~of byexchanging ~~calculating~~debt ~~the~~for ~~pro-rata interest~~shares ~~avoided~~of ~~due~~common tostock. ~~early~~The ~~repayment~~default ofconversion rate ~~principal~~under ~~divided~~this byextension is $01.~~6875~~00 per share. ~~eBanker~~As ~~will~~consideration ~~make~~for this provision, ~~calculation~~eBanker onwas ~~July~~issued 1500,000 ~~2001,~~restricted ~~July~~shares 1,of ~~2002~~Global ~~and~~Med ~~July~~common 1,stock ~~2003~~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.

~~Other~~Asset ~~Lending Activities~~Transfer

InOn ~~April~~June ~~2000~~8, ~~eBanker~~2001, ~~made~~eVision ~~available~~and Online Credit, toentered into an ~~unaffiliated~~agreement ~~individual~~whereby ineVision ~~Singapore,~~agreed to pay $17,~~000~~314,~~000~~316 ~~under~~of aprincipal ~~short~~and interest, in the form of transferring ownership of ~~term~~assets, ~~revolving~~to ~~loan~~Online ~~facility~~Credit ~~that~~in ~~was~~satisfaction ~~initially~~of ~~due~~certain ~~December~~convertible 30debentures outstanding subject to the approval of the eVision shareholders. The shareholders approved this transaction on November 28, ~~2000~~2001. The assets of eVision which will be used as satisfaction of the convertible debentures identified above consist of all debt, equity and ~~bore~~derivative instruments of ~~interest~~eBanker atowned ~~18%~~by ~~per~~eVision, ~~annum~~except that ~~was~~owned ~~due~~by a specific eVision subsidiary, American Fronteer; all shares of Global Growth; and ~~payable~~1,050,000 ~~upon~~common ~~maturity.~~shares ~~Accrued~~of ~~interest~~Global atMed. ~~September~~As 30part of the transaction, ~~2000~~eBanker ~~was~~granted ~~$90~~an option,~~000.~~ ~~Subsequent~~backed by the option hedge agreement described below, to ~~year~~the ~~end~~Company to purchase 543,177 shares, or approximately 50% of Online Credit Limited’s ownership after the ~~principal~~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 ~~accrued~~at ~~interest~~$4.57 ~~under~~per ~~this~~share ~~note~~on ~~were~~or before ~~paid~~December in31, ~~full~~2003, and that will expire on December 31, 2003.

~~During~~On ~~the~~August ~~years~~19, ~~ended~~2001 in ~~September~~conjunction ~~30,~~with ~~2000~~the ~~and~~asset ~~1999~~transfer, eBanker ~~advanced~~and aOnline ~~total~~Credit entered into an option hedge agreement whereby Online Credit agreed to the cancellation and return of ~~$400,000~~common shares of eBanker equal to ~~two~~the number of common shares that are ~~unaffiliated~~purchased ~~entities,~~by ~~for~~the Company in the ~~purpose~~exercise of ~~funding~~the ~~temporary~~option ~~working~~agreement ~~capital~~dated August ~~needs~~19, 2001. ~~The~~As ~~notes~~part ~~receivable~~of ~~were~~the ~~due~~option inhedge ~~July 2000~~agreement, ~~have~~eBanker ~~been~~agreed ~~fully~~to ~~reserved~~pay ~~for~~Online ~~and~~Credit the proceeds received by eBanker from the exercise of the option agreement by the Company ~~has~~less ~~initiated~~a ~~collection~~fee ~~proceedings~~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, ~~2000~~2001, ~~1999~~2000 and ~~the~~1999 ~~period~~was ~~from inception (May 26~~$3, ~~1998) through September 30~~469,544, ~~1998 was~~ $4,100,524, and $1,920,379 ~~and $37~~,~~923,~~ respectively. Operating income (loss) for the periods ended September 30, ~~2000~~2001, ~~1999~~ 2000 and ~~1998~~1999 was $(1,~~920~~091,~~735~~661), $~~429~~1,~~138~~920,735 and $~~(46~~429,~~255)~~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.

During the year ended September 30, 2000, eVision acquired 1,050,000 shares of common stock of Global Med including, 1,000,000 shares of common stock of Global Med at a cost of $500,000 purchased in June 2000. As of September 30, 2000, ~~eBanker held a total~~ ~~of 765,907 shares of Global Med common stock which were obtained through~~ the ~~financing~~ ~~agreements as described above. As of September 30, 2000 and 1999, respectively, the~~ Company owned a total of 1,815,907 ~~and~~shares 55(eBanker 765,~~675~~907 shares) of common stock of Global Med. AsThis ~~of September 30, 2000, the Company’s ownership~~ represented 13~~.45~~% 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 ~~debt~~financing agreements discussed ~~above~~below. As a result of these transactions, eBanker gained control of Global Med with approximately 43% of the outstanding common stock and Global Med ~~will~~is be reflected in eVision’s ~~consolidated~~ consolidated financial statements as a consolidated subsidiary of eBanker effective November 19 20, 2000. ~~See~~through ~~the~~November ~~unaudited~~28, ~~summary~~2001, ~~proforma~~the ~~financial~~date ~~information~~the inshareholders approved ~~Note~~the 27transfer ~~in the~~of ~~accompanying~~assets, ~~financial~~including ~~statements~~ownership ~~and~~on ~~the~~eBanker ~~unaudited~~and ~~proforma~~Global ~~financial~~Med ~~statements~~to inOnline ~~Item~~Credit 14in satisfaction of ~~this~~certain ~~Annual~~convertible ~~Report~~debentures onas ~~Form 10-K, which give effect to~~previously ~~this transaction~~described.

Q6Financial ~~Technologies, Inc.~~Information

Q6Global ~~Technologies, Inc. (Q6~~Med’s ~~Technologies)~~consolidated isrevenue aincluded ~~Colorado corporation formed~~ in ~~March 1999 by Q6 Group, LLC, a Pennsylvania limited liability company, and~~ eVision.’s Inconsolidated ~~June 1999, Q6~~financial ~~Technologies~~statements ~~acquired from eVision 73% of the outstanding common stock of Secutron Corp. (Secutron), a Colorado corporation that designed, developed, installed, marketed and supported software systems~~ for the ~~securities~~period ~~brokerage industry.~~ended AtSeptember ~~that time~~30, ~~Secutron~~2001 was consolidated with eVision. 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 litigation by eVision and Secutron. Q6 Technologies and eVision determined that the businesses of Secutron and its wholly owned subsidiary$5, ~~MidRange Solutions Corp. (MidRange)~~118, ~~were not an appropriate part of Q6 Technologies’ long-term business strategy~~680. ~~In December 1999, Q6~~Consolidated ~~Technologies~~operating ~~transferred~~losses ~~its~~for ~~ownership~~the ~~interest~~same inperiod ~~Secutron,~~ended ~~which~~September ~~included MidRange~~30, ~~back~~2001 towas ~~eVision in return for the cancellation of 5~~$1,~~000~~714,~~000 shares of Class B Common Stock of Q6 Technologies previously held by eVision and certain contractual concessions~~132.

In August 2000, Q6 Technologies completed a private placement. AFFC acted as placement agent and received a commission of 10% and a nonaccountable expense reimbursement of 3% of the gross proceeds, which equaled $482,043 and $144,613, respectively. In addition, AFFC received 500,000 shares of the Class B Common Stock. The 500,000 shares of Class B Common Stock owned by AFFC represent approximately 4% of the total outstanding common shares of Q6 Technologies.

As of September 30, 2000, eVision and AFFC owned a total of 16% of the outstanding common shares of Q6 Technologies. eVision and AFFC hold 944,444 shares of Class A Common Stock and 1,055,556 shares of Class B Common Stock of Q6 Technologies. Q6 Technologies has investments in three privately held companies. Mr. Fai H. Chan and Mr. Jeffrey M. Busch, directors of eVision, each own 50,000 shares of Class A Common Stock of Q6 Technologies. eVision accounts for its investment in Q6 Technologies using the cost method of accounting for investments in common stock.

Secutron Corporation

Secutron was incorporated in Colorado in May 1979. Secutron’s wholly owned subsidiary, MidRange, is a Colorado corporation formed on January 1, 1993. MidRange was an IBM business partner selling IBM hardware and hardware manufactured by competitors of IBM, and acted as a distributor for software products which were proprietary to third parties. During the year ended September 30, 2000, eVision sold the assets of MidRange, which resulted in an immaterial gain, and ceased the operations of Secutron. Secutron and MidRange were included in the eServices business segment, which includes computer hardware, software and related technology investments of eVision.

Financial Information

Secutron’s consolidated revenue for the years ended September 30, 2000, 1999, and 1998 was $1,602,743, $9,829,589, and $8,866,606, respectively. Operating profit (loss) for the years ended September 30, 2000, 1999, and 1998 was $170,549, $(433,330), and $(281,785), respectively.

Global Online Funds, Inc.

Fronteer Capital, ~~Inc.,~~ a ~~Delaware~~ Delaware corporation wholly owned by eVision, was formed to operate as a holding ~~company~~ company of investment opportunities in “small cap” companies. During the years ended September 30, 1999 and 1998, Fronteer Capital purchased a total of of approximately 122,084,000 shares of the common stock of ~~Online~~Heng ~~International~~Fung in ~~open~~ open market transactions on the Hong Kong Stock Exchange. ~~Four~~Two officers or ~~directors~~ directors of the Company are directors of ~~Online~~Heng ~~International~~Fung. In addition, one officer and director beneficially owns approximately 116% of the outstanding common stock of ~~Online International~~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 ~~Inc.~~, for $3,000,000. The ~~primary~~ primary assets of LIL Capital were approximately 122,084,000 shares of the common stock of ~~Online~~Heng ~~International~~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 ~~Online~~Fung ~~International~~ 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 ~~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 ~~Online~~ ~~International.~~Heng ~~The warrants subsequently expired~~Fung. Because of the reacquisition, in July 2000, uncertainty regarding their ultimate disposition and current ~~accounting~~ accounting practices regarding investments in stock of a parent company by a subsidiary, the investment in the equity instruments (common stock and common ~~stock~~ stock warrants) of ~~Online~~Heng ~~International~~Fung iswas 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, 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 ~~Consolidated~~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 ~~year~~ 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.

eBizAmerican WebFronteer Solutions,Financial Inc.Corporation

~~eBiz~~American ~~Web~~Fronteer ~~Solutions,~~was registered ~~Inc.~~as a broker/dealer with the Securities and Exchange Commission (~~eBiz~~Commission), ~~Web~~was ~~Solutions~~a member of the National Association of Securities Dealers (NASD) and the Boston Stock Exchange, ~~formerly~~an ~~NeuroWeb~~associate ~~Canada~~member of the American Stock Exchange, ~~Inc~~and registered as a securities broker/dealer in all 50 states., American Fronteer was a ~~Canadian~~member ~~corporation~~of the Securities Investor Protection Corporation ~~formed~~(SIPC) and other regulatory and trade organizations. American Fronteer was licensed to sell insurance products in ~~November~~certain ~~1999~~states. During the year ended September 30, is2001, ain ~~wholly~~connection ~~owned~~with ~~subsidiary~~the oftransaction ~~eVision.~~discussed ~~eBiz~~below, ~~Web~~American ~~Solutions~~Fronteer ~~operated~~filed Form BDW to withdraw its registration as a ~~website~~broker/dealer ~~development~~with ~~company~~the Commission ~~until~~and ~~February~~terminated ~~2001~~its atother ~~which time~~memberships itrelated ~~ceased~~to ~~such~~its broker/dealer operations. InAmerican ~~addition~~Fronteer’s tobusiness ~~providing~~consisted ~~website~~of ~~development~~providing retail securities brokerage and investment services, ~~for~~trading ~~eVision~~fixed income and equity securities, ~~eBanker~~providing investment banking services to corporate and ~~AFFC~~municipal clients, ~~eBiz~~managing ~~Web~~and ~~Solutions~~participating ~~contracted~~in ~~with~~underwriting ~~other~~corporate and municipal ~~commercial~~securities ~~enterprises~~and selling a range of professionally managed mutual funds and insurance products.

~~Financial~~On ~~Information~~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.

~~eBiz~~Because ~~Web~~the ~~Solutions’~~transaction was ~~revenue~~an ~~for~~exchange ~~the~~of ~~year~~ownership ~~ended~~interests ~~September~~in ~~30,~~securities ~~2000~~broker/dealers, the operations of American Fronteer was ~~$436,189~~not originally reflected as discontinued operations. However, ~~Operating~~subsequently, ~~loss~~APR ~~for~~incurred a net capital violation and was prevented from operating as a full service broker/dealer by the ~~year~~NASD. ~~ended~~Since ~~September~~this 30time, ~~2000~~the brokerage accounts have been transferred to another broker/dealer. Consequently, the ~~was~~Company has accrued for lease termination and other costs of approximately $~~226~~1,~~670~~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.

~~Global~~Financial ~~Growth Management Inc.~~Information

InFor ~~January 2000, eVision acquired 100% of~~ the ~~outstanding~~years ~~stock of Global Growth Management Inc. (Global~~ended ~~Growth),~~September ~~a Canadian corporation~~30, ~~from Robert H. Trapp~~2001, an2000 ~~officer~~ and ~~director of eVision~~1999, ~~for~~American ~~$1.~~Fronteer’s ~~There~~revenue ~~were~~reflected ~~no assets or liabilities of Global Growth. In~~as ~~January~~discontined ~~2000,~~operations ~~Global~~was ~~Growth entered into an agreement to purchase real property from an unaffiliated party in Vancouver~~$1,093,191, ~~British Columbia Canada~~$23,178,305 ~~subject to certain general conditions. The property is commercial real estate~~ and ~~served as~~$20,901,457, ~~the offices for eBiz Web Solutions~~respectively. InOperating ~~May~~losses ~~2000,~~over the ~~purchase~~same ~~was~~time ~~completed~~periods ~~in the~~were ~~amount of~~ $17,~~379~~129,~~800~~685, ~~which was paid in cash of~~ $~~517~~914,~~425~~147 and ~~the balance was paid with a mortgage note in the original amount of~~ $~~862~~2,~~375 that is due June 5~~513, ~~2025~~713, ~~bearing interest at 9~~respectively.6% ~~per annum.~~

Financial Information

Global Growth’s revenue for the period ended September 30, 2000, was $41,676, which is eliminated in consolidation. Operating loss for the period ended September 30, 2000 was $64,218.

Other Subsidiaries

~~eVision also~~eBiz ~~has~~Web ~~the~~Solutions, Inc. ~~following~~(eBiz ~~wholly~~Web ~~owned subsidiaries with minor operating activities: OLBroker~~Solutions), ~~Inc.,~~ formerly ~~Online~~NeuroWeb ~~Broker~~Canada, Inc., a ~~Colorado corporation; eVision~~Canadian ~~Corporate~~corporation ~~Services, Inc.~~formed ~~(eVision~~in ~~Corporate~~November ~~Services)~~1999, is a ~~Colorado~~wholly ~~corporation; Corporate Net~~owned ~~Solutions, Inc~~subsidiary of eVision. ~~(Corporate~~ ~~Net~~ eBiz Web Solutions), operated as a ~~Colorado corporation; and~~website development company until February 2001 at which ~~eVision~~time ~~China~~it ceased such operations.~~Com~~ In addition to providing website development services for eVision, ~~Inc.~~eBanker and AFFC, aeBiz ~~Colorado~~Web ~~corporation~~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. ~~Online~~Heng ~~International~~Fung has guaranteed the payment of any cash dividends that accrue on the Convertible Series B-1 Preferred Stock through October 31, 2002. ~~The semi-annual dividend payable on shares of Convertible Series B-1~~Any ~~Preferred Stock will be equivalent to three and one-half one hundredths of a share of~~ Convertible Series B-1 Preferred Stock ~~for each outstanding share of Convertible Series B-1 Preferred Stock. Any Convertible Series B-1 Preferred Stock~~ issued as a dividend on the Convertible Series B-1 Preferred Stock ~~will have~~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 ~~semi-annually beginning October 31, 1999, and continuing~~ 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 ~~immediately~~ 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 ~~Online~~Heng ~~International~~Fung’s guaranty, eVision issued an affiliate of ~~Online International~~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 ~~Online~~Fung ~~International~~ is required to make dividend payments as a result of its guaranty, Heng ~~Online~~Fung ~~International~~ or its designee ~~will receive~~receives a five year 12% convertible debenture equivalent to the amount that ~~Online~~ ~~International~~Heng Fung is required to pay on the guaranty unless the act of eVision in giving ~~Online~~Heng ~~International~~Fung or its designee the 12% ~~convertible~~ convertible debenture would be deemed to be an illegal distribution under the ~~Colorado~~ Colorado Business Corporation Act. In such event, ~~Online~~Heng ~~International~~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 ~~March~~December 1531, 2001, eVision and its subsidiaries had 1747 full time employees. ~~Four~~Six were employed by ~~American Fronteer; nine were employed by~~ eVision Corporate Services, ~~two were employed by Corporate Net Solutions;~~ and ~~two~~41 were employed by ~~eBiz~~Global ~~Web Solutions~~Med.

ITEM 2. PROPERTIES

The offices for eVision, its wholly owned subsidiaries and eBanker are located at ~~One~~1888 ~~Wells~~Sherman ~~Fargo Center~~Street, ~~1700~~Suite ~~Lincoln Street~~500, ~~31st Floor,~~ Denver, Colorado, 80203. The offices consist of approximately 475,~~071~~ 000 square feet of subleased space. The sublease expires ~~on April~~in ~~30,~~June ~~2007~~2004. eVision currently pays monthly rent of approximately $627,~~800~~300 for the space. eVision also leased ~~leases~~ space for its branch offices pursuant to leases that have various rental rates and expire at various dates. ~~Subsequent~~During tothe year ended September 30, ~~2000,~~ 2001, most of these branch office lease obligations ~~have~~were ~~been~~ 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 $~~827~~800,~~668~~000 that is due ~~June~~in 5May, ~~2025~~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. onThe ~~its~~plaintiffs ~~merits~~are currently pursuing an appeal of the order dismissing their complaint.

~~Although~~On ~~eBanker does not hold itself out as being primarily engaged in the business of investing, reinvesting,~~ or ~~trading~~about inJune ~~securities~~15, ~~for several quarters its asset~~2001, ~~composition~~Michael ~~may~~Halperin ~~have~~filed ~~fallen~~a ~~outside~~counterclaim ~~the~~in ~~limits~~District ~~set~~Court in ~~Section~~the ~~3(a)(1)(C)~~State of ~~the~~Colorado ~~Investment~~against ~~Company~~eBanker ~~Act~~and ofa ~~1940,~~third asparty ~~amended,~~claim ~~(the~~against ~~1940~~eVision, ~~Act) for not being deemed an “investment company”~~AFFC, and ~~its asset~~ officers and/or ~~income~~directors ~~composition~~of ~~may~~eBanker ~~have fallen~~and ~~outside~~eVision. ~~the~~The ~~limits~~counterclaim ~~set~~was filed in ~~Rule 3a-1 under the 1940 Act for this purpose.~~response ~~In addition, due~~ to ~~stock~~eBanker’s ~~sales~~lawsuit ~~made~~alleging inthat ~~the~~Halperin ~~third~~defamed ~~quarter of calendar 1999,~~ eBanker ~~had~~and ~~a few more than 100 beneficial owners of its outstanding securities,~~interfered ~~calculated~~with aseBanker’s ~~provided~~prospective ~~for~~business inrelations. ~~Section~~In ~~3(c)(1)~~his ~~of the 1940 Act~~counterclaim, ~~during the period~~ ~~beginning~~Halperin ~~with~~alleged that ~~quarter through February 2001, at which time~~ eBanker ~~repurchased~~ ~~shares~~and ~~from~~the ~~enough~~other ~~holders~~defendants tomisrepresented ~~bring this figure back under 100.~~and/or ~~During~~omitted ~~the~~material ~~period~~facts in ~~which~~ eBanker’s ~~had~~private ~~more~~offering ~~than~~memorandum ~~100~~dated ~~beneficial owners~~May 26, it1998 ~~could not~~in ~~rely~~violation onof ~~Section~~the ~~3(c)(1)~~Colorado inSecurities ~~order~~Act ~~not~~and tocommon ~~register~~law ~~under~~fraud principles. ~~the~~On ~~1940~~August ~~Act~~17, ~~although~~ it2001, ~~may~~eBanker ~~have~~and ~~been~~the ~~entitled to rely on~~ other ~~exclusions.~~defendants Iffiled ~~eBanker~~a ~~was~~Motion ~~required~~ to ~~have~~Dismiss ~~been~~Halperin’s ~~registered~~counterclaim ~~under~~and ~~the~~third-party ~~1940~~claims. ~~Act~~On ~~during~~November ~~this period eBanker~~1, ~~was~~2001, ~~not in compliance with~~ the ~~1940~~Court ~~Act,~~granted ~~certain~~eBanker’s ~~transactions~~and ~~it entered into during~~ the ~~period~~other ~~may~~defendants’ beMotion ~~subject to rescission. Following consultation with~~and ~~outside~~dismissed ~~legal~~Halperin’s ~~counsel,~~counterclaim ~~management~~and ~~believes~~third-party ~~this~~claims ~~matter~~in ~~did~~their ~~not~~entirety. Halperin ~~and~~filed ~~will not have~~ a ~~material~~request ~~effect~~for onreconsideration ~~its~~of ~~business~~the ~~activities~~order ordismissing onhis ~~its~~claim. This ~~financial~~request ~~condition~~was ~~or results~~denied ofin ~~operations~~January 2002.

~~The~~Although ~~Company~~eBanker isdoes anot hold ~~defendant~~itself out as being primarily engaged in the business of investing, reinvesting, or trading in ~~certain~~securities, ~~arbitration~~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 ~~litigation~~its ~~matters~~asset ~~arising~~and ~~from~~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 ~~activities~~outstanding securities, calculated as aprovided for in Section 3(c)(1) of the 1940 Act, during the period ~~broker/dealer~~beginning ~~and~~with ~~underwriter~~that quarter through February 2001, at which time eBanker repurchased shares from enough holders to bring this figure back under 100. During ~~After~~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 ~~the~~this matter ~~ultimate~~did ~~resolution~~not ~~of these arbitration~~ and ~~litigation matters~~ will not have a material ~~adverse~~ effect on ~~the~~its business activities or on its financial condition or results of operations ~~of the Company~~.

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, ~~2000~~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, 2000                        2001                  $  1   0.156          15         0.60003
                        June 30, 2000                                22001                           0.594          129         0.09410
                        March 31, 2000                               52001                          0.000          251         0.03118
                        December 31, 1999                            22000                       0.640          63         0.39518
                        September 30, 1999                           02000                      1.910          16         0.42060
                        June 30, 1999                                2000                           2.60         1.280          0.46009
                        March 31, 1999                               02000                          5.875          000         2.18003
                        December 31, 1998                            01999                       2.375          64         0.06340

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, ~~2000~~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 ~~has~~had purchased a total of $8,000,000 in convertible debentures tothrough ~~date~~September 30, 2001. During the year ended September 30, ~~2000~~2001, eVision issued 1428,~~705,014~~583 shares of common stock in payment of ~~interest on~~accrued ~~the convertible debentures to date. The~~ interest on the convertible debentures ~~accrued~~ as of September 30, ~~2000 of $212,111 was paid with 428,583~~ ~~shares of eVision’s common stock subsequent to year end~~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 ~~three~~year ~~months~~ ended September ~~2000~~2001, 4368,~~317~~780 shares of Convertible Series B-1 Preferred Stock of eVision were converted to ~~433~~687,~~170~~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.

OnThe ~~July~~following ~~23,~~is ~~1996, eVision~~selected ~~sold~~consolidated ~~its~~financial ~~clearing~~data ~~operation~~(in tothousands, ~~MultiSource~~except ~~Services,~~per ~~Inc.~~share data) for ~~$3,000,000, but~~eVision ~~included~~and aits ~~$1,500,000~~consolidated ~~contingency~~subsidiaries inas ~~the form~~ of aSeptember ~~forgivable~~30, ~~loan~~2001, ~~payable~~2000, ~~to MultiSource~~1999, ~~plus~~1998 ~~the~~and 1997 ~~net~~and ~~assets~~for of the ~~clearing~~years ~~operation~~then ended. ~~The~~This ~~loan~~information ~~was forgiven~~should ~~and~~be ~~recognized~~read asin conjunction anwith ~~extraordinary item net of tax during~~ the ~~year ended~~consolidated ~~September~~financial ~~30, 1998~~statements.

The                                                                  Year followingended isSeptember selected30,
consolidated                                         Proforma                  ------------------------
                                           2001        2001        2000       1999         1998      1997
                                           ----        ----        ----       ----         ----      ----
                                       (Unaudited)

Revenue                                 $ financial1,706       8,350       6,595      13,292       8,501       6,982

Loss datafrom continuing
   operations                            (in7,007)     (7,613)     (4,105)       (680)     (3,319)         47

Loss thousandson sale of discontinued
   operations, exceptnet perof shareincome data)tax
   benefit of $160 and $410 for eVision1998
   and its1997, consolidatedrespectively                  --         --          --          --          (250)       (667)

Loss subsidiariesfrom asdiscontinued operations,
   net of Septemberincome 30,tax 2000expense
   (benefit) of $483 and $(412) for
   1998 and 1997, 1999respectively           (7,439)     (7,439)       (797)     (2,509)     (2,904)     (2,836)

Preferred 1998stock dividend                 (2,253)     (2,253)     (1,750)        (48)       --          --
                                       --------    --------    --------    --------    --------    --------

Net 1997loss andapplicable to
1996common andshareholders                    $(16,699)    (17,305)     (6,652)     (3,237)     (6,473)     (3,456)
                                       ========    ========    ========    ========    ========    ========

Basic forearnings the(loss) yearsper
common thenshare:
   Continuing endedoperations               $  (0.29)      (0.39)      (0.27)      (0.04)      (0.20)      (0.00)
   Discontinued Thisoperations:
     Loss informationon shouldsale beof
       discontinued readoperations             --          --          --          --         (0.02)      (0.04)
     Loss infrom discontinued
conjunction       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 withcapital the(deficit)              $ consolidated(8,710)     (2,713)     13,319      14,417       9,404         564
                                       ========    ========    ========    ========    ========    ========

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

Total statements.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
                                       ========    ========    ========    ========    ========    ========

~~Year~~The ~~ended~~following ~~September~~is ~~30,~~selected ------------------------ 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Revenueconsolidated ~~.................................... $~~financial ~~29,773 34,193 27,387 25,100 21,369 Loss~~data ~~from continuing operations ............ (4,902) (3,189) (6,979) (1,990) (990) Loss on sale of discontinued operations, net of income tax benefit of $160 and $410~~ for ~~1998~~eVision and ~~1997,~~its ~~respectively~~consolidated ~~.... -- -- (250) (667) -- Loss~~subsidiaries ~~from discontinued operations, net of~~for ~~income~~each ~~tax benefit~~ of ~~$102~~the ~~and~~quarters ~~$412 for~~in ~~1998~~the ~~and~~years ~~1997,~~ended ~~respectively~~September ~~......... -- -- (159) (799) (1~~30,~~369) Extraordinary~~ ~~item~~2001, ~~net~~and ~~of income taxes of $585~~ 2000.~~................................... -- -- 915 -- -- Preferred~~ ~~stock dividend ................... (1,750) (48) -- -- --~~This ~~-------- -------- -------- -------- -------- Net~~information ~~loss~~should ~~applicable~~be toread ~~common~~in ~~shareholders.. $~~conjunction ~~(6,652) (3,237) (6,473) (3,456) (2,418) ======== ======== ======== ======== ======== Basic~~with ~~earnings~~the ~~(loss)~~consolidated ~~per common share:~~financial ~~Continuing operations~~ statements.~~.................. $ (0.30) (0.18) (0.42) (0.12) (0.07) Discontinued~~ operations: Loss on sale of discontinued operations .......................... -- -- (0.02) (0.04) -- Loss from discontinued operations ... -- -- (0.01) (0.05) (0.10) Extraordinary item ...................... -- -- 0.06 -- -- -------- -------- -------- -------- -------- Total ............................... $ (0.30) (0.18) (0.39) (0.21) (0.17) ======== ======== ======== ======== ======== Working capital ............................ $ 13,319 15,427 10,076 3,595 4,991 ======== ======== ======== ======== ======== Total assets ............................... $ 29,391 22,740 15,371 11,003 14,524 ======== ======== ======== ======== ======== Total long-term liabilities ................ $ 16,129 15,877 14,864 2,732 3,492 ======== ======== ======== ======== ======== Total stockholders' equity (deficit) ....... $ 1,972 (3,930) (3,043) 3,352 6,086 ======== ======== ======== ======== ========

The                                                             Three followingmonths isended
                                           ------------------------------------------------------------
                                               12/31       03/31        06/30       09/30       Total
Fiscal selectedyear ended September 30, 2001
consolidated
Net financialrevenue data............................. for$ eVision2,040,754    1,940,800    2,296,842   2,072,092    8,350,488
Gross andprofit its(loss) consolidated.....................    (930,726)  (2,167,741)  (4,178,286)   (394,214)  (7,670,967)
Net subsidiariesloss for................................  (3,964,415)  (3,494,960)  (5,417,720) (2,175,217) (15,052,312)
eachBasic ofloss theper quartersshare in....................       (0.04)       (0.01)       (0.23)      (0.40)       (0.68)
Diluted theloss yearsper share ..................       (0.04)       (0.01)       (0.23)      (0.40)       (0.68)


Fiscal year ended September 30, 2000,:

Net andrevenue 1999............................. This
information$ should1,795,134  $ be2,255,350  $   871,472   1,672,952    6,594,908
Gross readprofit in(loss) conjunction.....................    (603,900)         (17)    (929,664)   (280,715)  (1,814,296)
Net withearnings the(loss) consolidated.....................    (985,123)   1,885,016   (2,731,326) financial(3,070,790)  (4,902,223)
statementsBasic 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)

ThreeITEM months ended ---------------------------------------------------------- 12/31 03/31 06/30 09/30 Total ----- ----- ----- ----- ----- Fiscal year ended September 30, 2000: Net revenue ..................... $ 7,048,812 $ 13,825,760 $ 4,150,527 $ 4,748,114 $ 29,773,213 Gross profit (loss) ............. (1,042,467) 3,148,475 (2,651,121) (2,183,330) (2,728,443) Net earningsMANAGEMENT’S (loss)DISCUSSION ............. (985,123) 1,885,016 (2,731,326) (3,070,790) (4,902,223) BasicAND incomeANALYSIS (loss)OF perFINANCIAL shareCONDITION ... (0.05) 0.06 (0.14) (0.17) (0.30) DilutedAND incomeRESULTS (loss)OF per share.. (0.05) 0.03 (0.14) (0.17) (0.30) Fiscal year ended September 30, 1999: Net revenue ..................... 8,581,509 9,598,560 10,005,464 6,007,729 34,193,262 Gross profit (loss) ............. (479,278) 199,600 102,565 (1,936,739) (2,113,852) Net earnings (loss) ............. (699,195) (237,078) (113,565) (2,139,210) (3,189,048) Basic loss per share ............ (0.04) (0.01) (0.01) (0.12) (0.18) Diluted loss per share .......... (0.04) (0.01) (0.01) (0.12) (0.18) OPERATIONS

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 21 and 93 in the accompanying consolidated financial statements, ~~subsequent to~~during the year ended September 30, ~~2000~~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~~On ~~proforma financial~~June ~~statements~~8, ~~appear~~2001, ineVision and ~~Item~~Online 14Credit, ofentered ~~this~~into ~~Annual~~an ~~Report~~agreement onwhereby ~~Form~~eVision ~~10-K.~~agreed ~~The~~to pay ~~proforma~~$7,314,316 ~~financial~~of ~~statements~~principal doand ~~not~~interest, ~~purport~~in tothe ~~represent~~form ~~what~~of ~~eVision’s financial~~transferring ~~position~~ownership orof assets, ~~results~~to ofOnline ~~operations~~Credit ~~would~~in ~~have~~satisfaction ~~actually~~of ~~been~~certain ifconvertible ~~the~~debentures ~~transactions~~outstanding ~~had~~subject ~~actually~~to ~~occurred~~the onapproval ~~those~~of ~~dates~~the ~~and~~eVision ~~are~~Shareholders. ~~not necessarily~~The ~~indicative~~shareholders ofapproved ~~eVision’s~~this ~~financial~~transaction ~~position~~on orNovember ~~results~~28, of2001. ~~operations~~See Note 19 to the ~~results~~accompanying ~~for~~consolidated ~~any~~financial ~~future period~~statements.

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, ~~2000~~ 2001 compared to year ended September 30, ~~1999 Revenue~~2000

Revenue for the year ended September 30, 2000 was $29,773,213, a decrease of $4,420,049, or 12.9%, over revenue of $34,193,262 for the year ended September 30, 1999. The decrease primarily relates to decreased computer hardware and software operations of $7,991,474; a decrease in investment banking activity of $408,452 and a decrease in the gain on sale of assets of $1,682,001; offset by an increase in brokerage commissions of $591,593; an increase in trading profits of $2,138,453; 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.

~~The~~Revenue ~~increase~~for inthe ~~brokerage~~year ended ~~commissions~~September ~~of $591~~30,~~593~~ is2001 ~~due~~was ~~primarily~~$8,350,488, toa an increase inof ~~commission~~$1,755,580, ~~activity. Ticket~~or ~~transactions~~27%, ~~increased~~over revenue ~~approximately~~of 3.$6%,594,908 for the year ended September 30, 2000. ~~compared~~The increase primarily relates to ~~the~~an ~~year~~increase ~~ended~~in ~~September~~computer ~~30,~~hardware ~~1999.~~and ~~This~~software ~~was~~operations ~~partially~~of $3,730,057 offset by adecreases ~~decrease~~ in interest income on loans to related parties of $937,477 and the ~~average~~realized ~~commission~~gain ~~per~~on ~~transaction~~the ~~ticket~~sale of 2investment securities of $1,462,071.~~5%.~~

~~Trading~~The ~~profits~~increase ~~increased~~in computer ~~$2,138,453,~~hardware ~~due~~and ~~primarily~~software torevenue ~~general~~and ~~market~~the ~~conditions~~decrease ~~for~~in ~~American Fronteer’s~~interest ~~positions~~income inon ~~securities~~loans ~~early~~to related inparties relates to the ~~year~~consolidation ~~ended~~of ~~September~~Global ~~30,~~ 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.

Investment banking revenues of $890,757 for the year ended September 30, 2000 decreased $408,452 from the year ended September 30, 1999 due primarily to the decreased participation in corporate finance underwritings.

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 $34,~~805~~482,~~458~~740 or ~~10.5~~35% to $328,~~501~~409,~~656~~204 from $3612,~~307~~891,~~114~~944 for the years ~~ended~~ ended September 30, 2000 and 1999, respectively. The decrease in operating ~~expenses~~ 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 $32,~~498~~043,~~894 which includes stock-based compensation of $1,177,991~~930.

The increase in broker/dealer commissions expense was $85,454 or 0.8% for the year ended September 30, 2000 compared to the year ended September 30, 1999. This increase is comparable to the increase in brokerage commission and investment banking revenue of $183,141 or 1.0% for the year ended September 30, 2000 over the year ended September 30, 1999.

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 $32,~~498~~043,~~894~~930, or ~~22.7~~66% over the year ended September 30, 1999 reflects increased expenses associated with stock-based compensation of approximately $1700,~~177~~000,~~991,~~ the start up of the activities of eBiz Web Solutions of $636,509, Corporate Net Solutions of $692,566 ~~and bad debt expense of $866~~,~~833,~~ offset by decreases due to the discontinuance of Secutron and MidRange businesses. Stock-based compensation of approximately $1700,~~177,991~~000 was the result of ~~the cashless exercises of options for $509,241 and~~ ~~the~~ amendments to certain options held by directors ~~and officers valued at $668,750~~.

Depreciation and amortization expense for the year ended September 30, 2000 of $~~514~~120,~~125~~431 represents an increase of $8682,~~309~~612 ~~or 20.2%~~ over the amount of $~~427~~37,~~816~~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 $~~321~~185,~~674~~592 from interest income for the year ended September 30, 1999 of $~~114~~49,~~754~~777. The increase of $~~206~~135,~~920~~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.~~

~~Year~~Income ~~ended~~tax ~~September~~expense ~~30,~~relates ~~1999~~to ~~compared~~the tonet ~~year~~income ~~ended~~of ~~September~~eBanker ~~30,~~which ~~1998~~is not a consolidated entity for federal ~~Revenue~~income tax purposes.

Revenue for the year ended September 30, 1999 was $34,193,262, an increase of $6,805,958 or 24.9% over revenue of $27,387,304 for the year ended September 30, 1998. The increase primarily relates to increased brokerage commissions of $2,430,194; an increase in trading profits of $679,227; increased computer hardware and software operations revenue of $1,250,948; increased interest income on investments and loans of $1,164,518 and a gain on the sale of assets of $1,682,001, offset by a decrease in investment banking activity of $928,080.

The increase in brokerage commissions of $2,430,194 is due primarily to an increase in commission activity. Ticket transactions increased approximately 49% for the year ended September 30, 1999 compared to the year ended September 30, 1998. This was partially offset by a decrease in the average commission per transaction ticket of 17%. The primary reasons for the increased activity were general market conditions and positive results from AFFC’s research recommendations that were acted upon by customers. In addition, branch offices opened during the year ended September 30, 1998 were open for the entire current year.

Trading profits increased $679,227 due primarily to general market conditions, as well as increases in positions in securities in which American Fronteer, eVision’s securities broker/dealer, makes a market.

Computer hardware and software revenues for the year ended September 30, 1999 increased primarily due to a hardware system upgrade by a customer and software enhancements to proprietary software products for customers.

During the year ended September 30, 1999, eBanker invested in debt securities of various corporations that are traded on foreign stock exchanges and had classified them as held-to-maturity. The debt securities carried a premium redemption value over the face amount of each security. If the security were held until maturity, eBanker would have received a guaranteed premium above the face value. The purchase discount and the premium for holding each security to maturity were being accreted to interest income over the remaining life of the security. Interest income on the investments in debt securities and loans to unaffiliated entities for the year ended September 30, 1999, was $1,164,518. During the year ended September 30, 1999, eBanker decided to change its investment strategy with respect to the bond investments to systematically sell these securities. Therefore, they were then reclassified from hold-to-maturity to available-for-sale and unrealized gains were recognized as other comprehensive income. Realized gains of $447,863 are included in realized gain on sale of investment securities.

The net loss for the year ended September 30, 1999 includes an unrealized loss of $65,315 on certain foreign held investments for the year ended September 30, 1999, compared to an unrealized loss of $1,751,792 on certain foreign held investments for the year ended September 30, 1998. A majority of this activity in 1998 related to eVision’s investment in common shares of Online International that were purchased in the open market by Fronteer Capital. During the year ended September 30, 1999, eVision sold Fronteer Capital and the unrealized gain of $1,682,001 on these trading securities was reclassified to gain on sale of assets.

Investment banking revenues of $1,299,209 for the year ended September 30, 1999 decreased $928,080 from the year ended September 30, 1998 due primarily to the decreased participation in corporate finance underwritings.

Expenses

The increase in broker/dealer commissions expense was $90,992 or 0.9% for the year ended September 30, 1999 compared to the increase in brokerage commission and investment banking revenue combined of $1,502,114 or 8.8% for the year ended September 30, 1999 over the year ended September 30, 1998. The lower expense percentage increase reflects adjustments to branch manager overrides and other payouts to correlate closer to actual production results and the market.

Interest expense on the convertible debentures of eBanker for the year ended September 30, 1999 was $1,012,956 compared to $84,031 for the year ended September 30, 1998. Most convertible debentures were outstanding for a shorter period of time in 1998 than in 1999 which accounts for the increased 1999 interest expense.

The increase in general and administrative expenses for the year ended September 30, 1999 of $2,076,219 or 15.5% over the year ended September 30, 1998 reflects increased expenses associated with new branch openings in San Francisco and New York City. Although the new offices were opened during 1998, they were not open for the entire year as they were in 1999.

Other Income and Expense

Interest expense to related party of $827,527 increased for the year ended September 30, 1999 from the amount of $388,129 for the year ended September 30, 1998 as a result of the convertible debentures issued to Online Credit during 1998. These convertible debentures were outstanding for the full 1999 period.

The minority interest in (earnings) loss represents the minority interest investments in Q6 Technologies and eBanker.

The loss from discontinued operations for the year ended September 30, 1998, represents the loss on sale and net loss from operating activity of eVision’s directory and telemarketing businesses of which all of the primary operating assets were sold during 1998.

The extraordinary item for the year ended September 30, 1998 represents the recognition of the forgivable loan to MultiSource of $1,500,000 net of income taxes of $585,000.

Liquidity and Capital Resources

AsSubsequent ofto September 30, ~~2000~~ 2001, ~~eVision had~~with ~~$11~~shareholder approval on November 28,~~232~~ 2001,~~720~~ eVision transferred ownership of ~~cash~~certain ~~and~~assets ~~cash~~in ~~equivalents~~payment of principal and interest of $137,~~318~~314,~~797~~316 on ofconvertible ~~working~~debentures ~~capital. Its~~owing ~~current~~to ~~ratio~~the ~~was~~Company’s ~~3.84:1.~~largest ~~Cash~~creditor, ~~flows~~Online Credit. ~~used~~The inshareholders ~~operating~~of ~~activities~~eVision ~~during~~approved ~~the year~~an ~~ended~~agreement ~~September~~whereby ~~30,~~eVision ~~2000,~~agreed to ~~totaled~~pay $27,~~678~~314,~~182.~~316 ~~Cash~~of ~~flows~~principal ~~used~~and interest, in ~~investing activities~~the ~~during~~form ~~the~~of ~~year~~transferring ownership ~~were~~of $5assets,~~666,259,~~ ~~and~~to ~~consisted~~Online ~~primarily~~Credit in satisfaction of ~~the~~certain convertible ~~purchase~~debentures ofoutstanding. As a result, the ~~credit~~Company ~~card~~has ~~accounts~~substantially ~~receivable~~reduced ofits assets ~~$4,645,040,~~and ~~repayments~~its onconvertible ~~the credit~~debentures ~~card~~due ~~accounts~~to ~~receivable~~Online ofCredit. ~~$1,979,893,~~On ~~capital~~a ~~expenditures~~proforma ofbasis ~~$1,761,948,~~as ~~proceeds~~of ~~from~~September ~~the~~30, ~~sales~~2001, ofassets ~~debt~~have ~~securities~~been ofreduced to $2411,~~204,608~~827 ~~and~~with total ~~advances~~liabilities onat ~~financing~~$10,302,097 ~~agreements~~ of which $39,~~150~~122,~~000~~132 are current liabilities. Consequently, ~~Cash~~the ~~flows~~Company ~~from~~does ~~financing~~not have any significant operations. Management ~~activities~~is ~~during~~in process of determining the ~~year~~best ofapproach ~~$11,988,248~~in ~~consisted~~which ~~primarily~~to ofdirect ~~net~~the ~~proceeds~~Company, ~~from~~including the ~~private~~possibility ~~placement~~ of ~~eVision’s~~further ~~Convertible~~asset ~~Series~~sales, ~~B-1~~the ~~Preferred Stock.~~necessity ~~The~~to ~~net~~reduce ~~proceeds~~its liabilities ~~were~~through ~~used~~negotiations ~~primarily~~with tolenders ~~fund~~or ~~working~~the ~~capital~~possibility ~~and~~of ~~for~~finding a ~~general~~suitable ~~corporate~~merger ~~purposes~~candidate to provide new revenues.

~~The~~eVision ~~Company~~was ~~previously~~not ~~sold Online~~able ~~Credit~~to apay the ~~ten~~dividend ~~year~~on ~~$4,000,000~~the ~~10%~~ Convertible ~~Debenture~~Series ~~that~~B-1 ~~is convertible~~Preferred ~~into~~Stock ~~shares~~as of ~~common~~April ~~stock~~30 and ~~an option to purchase a ten year~~ ~~$11,000,000~~October ~~12%~~31, as2001 ~~amended,~~nor ~~Convertible~~does ~~Debenture~~it ~~that~~have isthe ~~convertible~~capability ~~into shares~~to ofmake ~~common~~the ~~stock~~dividend ofpayment ~~eVision. Online Credit has purchased a total of~~in ~~$8,000,000~~the infuture ~~convertible~~without ~~debentures~~additional ~~to date~~funds. The ~~option~~Company todoes ~~purchase~~not ~~the $11,000,000~~have ~~12%~~funds ~~Convertible~~to ~~Debenture has $7,000,000 available remaining under~~bring ~~option.~~current ~~During~~accounts ~~the year ended September 30~~payable, ~~2000,~~to ~~eVision~~repay ~~issued~~obligations ~~1,705,014 shares~~under ~~of common stock in payment of interest on the~~ convertible ~~debentures. The~~debenture ~~accrued~~agreements ~~interest~~or ofany ~~$212,111on~~possible ~~the~~negative ~~convertible~~results ~~debentures~~from aspending oflitigation ~~September 30,~~including ~~2000~~recurring ~~was~~litigation ~~paid~~support. byThe ~~the issuance of 428,583 shares of eVision~~Company’s ~~common~~continued ~~stock subsequent~~existence ~~to year end. The principal~~ is ~~due in ten years, except for one~~ ~~installment~~uncertain ofif ~~$500,000~~it ~~that~~ is ~~due~~not ~~March~~successful ~~2002.~~in ~~Online~~negotiating ~~Credit~~with ~~has~~lenders ~~agreed~~or toparties ~~allow~~involved ~~eVision to pay interest on these convertible debentures~~ in ~~cash~~litigation or ~~in shares~~obtaining ofsome ~~eVision~~form ~~common~~of ~~stock,~~outside ~~at eVision’s option, until April 1, 2002~~financing.

AIn ~~majority~~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 ~~assets~~independent ~~are~~certified ~~highly~~public ~~liquid~~accountants, ~~consisting~~expressed ~~mainly~~substantial doubt ofabout ~~assets~~the ~~that~~Company’s ~~are readily~~ability ~~convertible~~to ~~into~~continue ~~cash~~as a going concern. ~~Changes~~The audited financial statements contained in ~~the~~this ~~amount~~Annual ofReport ~~securities~~on ~~owned~~Form by10-K reflect that eVision’s ~~and~~accumulated ~~receivables~~deficit ~~from~~has ~~brokers~~climbed orto ~~dealers~~$41,101,647 and stockholders’ ~~clearing~~equity ~~organizations directly~~is ~~affect~~now ~~the~~a ~~amount~~deficit of $12,578,170. eVision’s operations ~~financing~~are ~~requirements~~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.

Management believes that eVision’s cash and liquid investments on hand, the possibility of additional purchases of convertible debentures by Online Credit and its spot financing agreement with eBanker will be sufficient to fund its operations, debt service, expected capital costs and other liquidity requirements for the foreseeable future.

AFFC was subject to the SEC’s net capital rules. At September 30, 2000, AFFC’s net capital exceeded the SEC’s minimum requirement of $250,000 by $822,352.

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

~~In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (~~SFAS) No. 133, “Accounting for Derivative Instruments and Hedging ~~Activities.~~ ~~SFAS No. 133 requires companies to adopt its provisions for all~~Activities” ~~fiscal quarters of all fiscal years beginning after June 15, 2000 (as deferred by SFAS No. 137). The new standard~~ 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 ~~will~~are ~~be reported~~accounted infor ~~the statement of operations or in other comprehensive income~~ depending on the use of the ~~derivatives~~derivative and whether ~~they~~it ~~qualify~~qualifies for hedge accounting. The key criterion for hedge accounting is that the ~~derivative~~hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows ~~of the hedged items during the term of the hedge and must be designated as a hedge pursuant to various criteria of SFAS No~~. Statement 133. ~~The~~was ~~Company~~ adopted ~~SFAS~~by ~~No. 133,~~the asCompany ~~amended, on~~ October 1, 2000. ~~Historically,~~and ~~the Company~~ has ~~not~~had ~~entered into~~no ~~derivatives~~material ~~contracts~~effect ~~to hedge existing risks, and derivatives held for speculative purposes consist of warrants held. The adoption of SFAS No. 133~~ on ~~October 1, 2000 did not result in a transition adjustment to~~ the Company’s financial statements.

In ~~December~~March ~~1999~~2000, the ~~Commission~~ FASB issued ~~Staff~~FASB Interpretation No. 44, “Accounting ~~Bulletin~~for Certain Transactions Involving Stock Compensation” (~~SAB~~“FIN 44”), ~~No.~~which ~~101,~~was ~~Revenue~~effective ~~Recognition~~July 1, 2000, except that certain conclusions in ~~Financial~~this ~~Statements~~Interpretation, which cover ~~provides~~specific ~~guidance~~events ~~with~~that ~~respect~~occur toafter either December 15, 1998 or January 12, ~~revenue~~2000 ~~recognition~~are ~~issues~~recognized ~~and~~on ~~disclosures.~~a Asprospective ~~amended~~basis byfrom ~~SAB~~July ~~Nos~~1, 2000. ~~101A and~~This ~~101B,~~Interpretation clarifies the ~~Company~~application isof ~~required~~APB toOpinion ~~implement~~25 ~~the~~for ~~provisions~~certain ofissues related ~~SAB~~to Nostock issued to employees. ~~101~~The ~~no later~~Company ~~than~~believes ~~the~~its ~~fourth~~existing ~~quarter~~stock based ofcompensation ~~the~~policies ~~fiscal~~and ~~year~~procedures ~~ending~~are ~~September~~in ~~30,~~compliance ~~2001.~~with ~~The Company~~FIN ~~does~~44, ~~not~~and therefore, ~~believe~~the ~~SAB~~adoption ~~No.~~of ~~101~~FIN ~~will~~44 ~~have~~had ano material impact on ~~its~~the Company’s financial ~~statements~~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 iswas directly related to its role as a financial intermediary in customer-related transactions, toand its proprietary trading activities and ~~its~~ investing, borrowing ~~and~~ 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, ~~2000~~2001 and ~~1999~~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 ~~utilizes~~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 ~~reports~~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, ~~are~~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, 2000           2001          September 30, 19992000
                                                                                  Fair Value     Carrying Value       Fair Value     Carrying Value
                                                                                  ----------     --------------       ----------     --------------
Foreign Exchange Rate Risk: 
--------------------------
     Equity securities, trading ......   .$        --             --          476,897        476,897        621,171        621,171
     Debt securities(2) ..............          .      --             --        1,991,258      1,991,258             --             --
     Credit card receivable, net(2) ...     ...    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      1,337,324      1,337,324
     Equity securities (2) ...........       ..   227,447        227,447        243,922        243,922           --             --

Credit Risk:(2)
--------------
     Debt securities .................          .      --             --        1,991,258      1,991,258             --             --
     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      3,150,000      3,150,000
     Notes receivable, related party ..     5   500,400000        500,000      5,400,000      35,400,000      3,400,000

Interest Rate Risk:(2)
---------------------
     Convertible debentures ..........     (6,339309,276110)    (6,339309,276110)    (6,747339,383276)    (6,747339,383276)
     Convertible debentures,
          related party ..............     (87,000929,000889)    (87,000929,000889)    (8,000,000)    (8,000,000)
     Notes receivable ................            --             --        1,000,000      1,000,000      3,150,000      3,150,000
     Notes receivable, related party..     5    500,400000        500,000      5,400,000      35,400,000      3,400,000

(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, ~~2000~~2001.

                                                                                                                     Maturities for the years ending September 30,
                                                                                                 -------------------------------------------------------------------
Assets (Liabilities):                               2001                                  2002             2003          2004   2005        2006    Thereafter           Total
--------------------                                                              ----            ----          ----         ----     ----          ----------           -----

Credit card receivable, net .................       $2   61,296,398 $  918         --      $       --     $     --   $     --          $ --      $ 2          61,296,398918
   Weighted average interest rate of 10.00%

NotesCredit receivablecard facilities, net ............................     1    2,000560,000    153         --              --           --         --                      --        1       2,000560,000153
       Weighted average interest rate of 1826.00%

Notes receivable, related party .............                   --              500,000   --    5,400,000     --         --                      --        5         500,400,000
       Weighted average interest rate of 12.00%

Convertible debentures ......................                   --                 --              --           --         --          (6,339309,276110)       (6,339309,276110)
       Weighted average interest rate of 10.00%

Convertible debentures, related party .......      (500,000)   --         --                  --     --          --    --    (7,500929,000889)       (87,000929,000889)
       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

~~None not previously~~eVision dismissed Deloitte ~~reported~~& 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         Director Since    Tenor
             ----------------------------                   -      --         -    -------------

             Fai H. Chan                                     56                                       57     1997-Present
             Chairman, President and Director

             Tony T. W. Chan (1)                             26                               27     1999-Present
             Chief Operating Officer and
             Director

             Robert H. Trapp                                 45                                   46     1997-Present
             Managing Director and
        President of American Fronteer
        Financial Corporation

             Jeffrey M. Busch                                43                                  44     1998-November 2001
             Director

             Robert Jeffers, Jr.........                     53                               54     1998-November 2001
             Director

             Kwok Jen Fong                                   51                                     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        Director     Officer Since
         -------------------------------------------------               ---             --------------

         Fai H. Chan                                                 56                                                      57       February
         Chairman of the Board and President                                                                      1998

         Tony T.W. Chan                                              26                                                   27       December
         Chief Operating Officer and Director                                                                    1999

         Robert H. Trapp                                             45                                                  46       February
         Managing Director and President of American Fronteer                                                                       1998

         Gary L. Cook                                          43       February
         Chief Financial Officer, Secretary and Treasurer            43           February
                                                                                                  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 ~~Online~~Heng ~~International~~Fung and has been a Director of ~~Online~~Heng ~~International~~Fung since September 2, 1992. Mr. Chan was elected Managing Director of ~~Online~~Heng ~~International~~Fung on May 1, 1995 and Chairman on June 3, 1995. ~~Online~~Heng ~~International~~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 ~~Intra~~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 ~~has~~was ~~been~~ a director of ~~Online~~Heng ~~International~~Fung ~~since~~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 ~~since~~from February 1998 to November 2001. Mr. Busch iswas 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 ~~since~~from February 1998 to November 2001. Mr. Jeffers iswas 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 ~~since~~from February 1998 to January 2002. Mr. Fong has been a director of ~~Online~~Heng ~~International~~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., ~~and~~ 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, ~~2000~~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:

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

b. ~~Fai~~ H.Online ~~Chan~~Credit failed to ~~timely~~ file ~~two~~a ~~Forms~~Form 4 in which ~~two~~one ~~transactions~~transaction ~~were~~ was reported.

c. ~~Online~~ ~~International~~Fai H. Chan failed to ~~timely~~ file ~~two~~a ~~Forms~~Form 4 inwhen ~~which~~he ~~two~~relinquished ~~transactions were~~9,000,000 ~~reported~~options to purchase shares of the Company’s stock.

d.eCredit SingaporeITEM (Pte) Ltd11., formerly known as Heng Fung Capital [S] Private Limited (eCredit Singapore)failed to timelyEXECUTIVE file three Forms 4 in which three transactions were reported.COMPENSATION

e. Kwok(b) JenSummary FongCompensation failed to timely file one Form 4 in which one transaction was reported.Table

~~f.Robert~~The H.following ~~Trapp~~table provides ~~failed~~certain information pertaining to the compensation paid by eVision and ~~timely~~its ~~file~~subsidiaries ~~one~~during ~~Form~~eVision’s 4last inthree ~~which~~fiscal ~~one~~years ~~transaction~~for ~~was~~services rendered ~~reported~~by the executive officers of eVision.

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    Securities   All Other
Name and                                   Ended                                                           Compen-      Underlying    Underlying   Compen-
Principal Position        September 30,    Salary ($) Bonus ($)     sation ($)       Options (#)      sation ($)
------------------        ------------  -   -------  --- ----     ----- ---     -------  ----   -------  ----------

Fai H. Chan               2000                    2001      $       --      -     $  --      -    $   --             -         -        $--         ---
   Chairman of the          2000          ---        1999---        ---         --          -         -        9,500,000(a)     --
   Board of Directors     1998               1999          --         -        -          --                     --          -     9,500,000(a)    ---
   and President of the
   Company

Tony T.W. Chan,           2000                  2001        146,008       082      --          -        -             --        22         ---      19,800986(d)
   Chief Operating          2000        1999      30146,376       008      --          -        -             --                   ---      22,800(d)
   Officer and Director   1998             1999         30,376      --         -        -          --                      --          -         ---

Robert H. Trapp                        2001        106,715      ---        ---         ---       1,940(e)
   Managing Director        2000             100,094             --          -        -          --      360,000(b)      298   1,498(e)
   Managing Director                                  1999               75,200             --          -        -          --      600,000(b)      263   1,463(e)
   and
Gary PresidentL. of       1998      24Cook                2001        138,000       465      --          -        -             --           108         ---        5,910(e)
   AFFC

GaryChief L. Cook              Financial          2000             163,262             --          -        -          --      240,000(c)          5,938(fe)
   ChiefOfficer, Financial        Secretary       1999             132,537             --          -        -          --      500,000(c)    5,960(fe)
   Officer, Secretary     1998     100,728       --          --             --         4,092(f)
   and Treasurer of the
   Company and AFFC

(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~~, which is currently exercisable~~. 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.

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

(c) Option Grants in Last Fiscal Year

~~The~~There ~~following~~were ~~table~~no ~~sets forth the~~ individual grants of stock options made during eVision’s fiscal year ended September 30, ~~2000~~2001 to ~~each~~its ~~of the named~~ executive officers:.

(d) Aggregate Option Grantsand inWarrant LastExercises and Fiscal Year End Option and Warrant Value Table

~~Number~~The ~~of Percent~~following ~~of Total~~table ~~Securities Options~~provides ~~Granted~~information with respect to ~~Underlying Employees~~ inthe ~~Fiscal Exercise Name Options~~named ~~Granted Year Price Expiration~~executive ~~Date~~officers concerning ~~----------------------- --------------- -------------------- --------- --------------- Fai~~unexercised H.options ~~Chan --- --- $ --- --- Tony~~to ~~T.W.~~purchase ~~Chan --- --- --- --- Robert~~eVision’s H.common ~~Trapp 360,000 12.8% 2.875 January~~stock ~~16,~~held ~~2010 Gary~~by L.them ~~Cook 240,000 8.5% 2.875 January~~as 16of September 30, ~~2010~~ 2001:

The above table does not include 20,000, 30,000 and 30,000 warrants that were issued to AFFC in 1996 and subsequently allocated to Mr. Robert Trapp, Mr. Tony Chan and Mr. Gary Cook, respectively.

(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, 2000:

Fiscal Year End Option Values

                            Name                                  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         8,000,000                   0 /1,000,000          0                       $2,308,3000 / $430,0000
                  Tony T.W. Chan           30,000 / 0                        ---                      $0 / $0
                  Robert H. Trapp       380        480,000 / 480360,000                                $0 / $206,4000
                  Gary L. Cook          270           353,000333 / 353240,333               000                  $0 / $151,9330

(1) ~~Calculated~~The ~~by multiplying~~market ~~the difference between the exercise~~ price ~~and the closing bid price~~ of ~~$0.63 per share by~~ the ~~applicable~~Company’s ~~shares.~~stock ~~Does~~at ~~not~~September ~~give~~30, ~~consideration~~2001 ~~to commissions~~was orless ~~other~~than ~~market~~the ~~conditions~~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, ~~2000~~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, ~~2000~~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 31,~~946~~054,~~267~~933 shares of eVision’s common stock at $.20 to $2.88 per share through 2010 were outstanding. Of such options, options to purchase ~~730~~659,~~618~~282 shares were exercisable at September 30, ~~2000~~2001.

As of September 30, ~~2000~~2001, eVision had ~~also~~outstanding ~~granted~~ nonqualified stock options to purchase 111,~~968~~914,333 ~~shares~~ 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, ~~2000~~2001, 8807,~~634,778~~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, ~~2000~~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, ~~2000~~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 ~~has~~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 ~~January~~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                            53                              71,766283,534980  (3)(11)         74       77%
         2601, Island Place Tower
         510 King's Road
         North Point, Hong Kong

         Tony T. W. Chan                                                          30,000  (4)             ---           **%
     1700    1888 LincolnSherman Street, 31stSuite Floor500
         Denver, Colorado 80203

         Robert H. Trapp                           500                             620,000  (5)(6)                    2%
     1700    1888 LincolnSherman Street, 31stSuite Floor500
         Denver, Colorado 80203

         Kwok Jen Fong                             200     .........                 250,000  (6)(7)          ***         1%
         7 Temasek Blvd #43-03
         Suntec Tower One
         Singapore 038987

         Jeffrey M. Busch                          300                             10,000  (8)              1           **%
         3828 Kennett Pike, Suite 206
         Greenville, DE  19807

         Robert Jeffers, Jr.                        59                           9,600500  (9)                        ***%
         6101 16th St. SW Suite 511
         Washington, DC  20011

         Gary L. Cook                              400                                463,282333  (10)             1           2%
     1700    1888 LincolnSherman Street, 31stSuite Floor500
         Denver, Colorado 80203

         All officers and directors             55               72,256666,416813  (11)            76          78%
         As a group (7 persons)

         Online Credit International Limited    45      71,366283,534980  (11)            71          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 871,~~400~~283,~~000~~980 shares underlying stock options, of which 400,000 are exercisable only if the basic earnings per share of eVision for any fiscal year commencing with the fiscal year ended September 30, 1999, are equal to or exceed $0.10 per share. Also includes 45,366,534 shares beneficially owned by ~~Online~~Heng ~~Credit International Limited~~Fung. Mr. Chan is an executive officer, a director and an 11approximate 6% stockholder of ~~Online~~Heng ~~International~~Fung.

(4)

Consists of 30,000 shares underlying warrants.

(5) Consists of ~~480~~600,000 shares underlying stock options and 20,000 shares underlying warrants.

(6) ~~Messrs~~Mr. ~~Trapp~~Fong ~~and~~is ~~Fong~~a ~~are~~director ~~directors~~of Heng Fung. Mr. Trapp was a director of ~~Online~~Heng ~~International~~Fung through May of 2001. ~~Messrs~~Mr. Trapp and Mr. Fong disclaim beneficial ownership of the shares beneficially owned by ~~Online~~Heng ~~International~~Fung.

(7) Consists of ~~200~~250,000 shares underlying stock options. Mr. Fong resigned in January 2002.

(8) Consists of ~~300,000~~no shares underlying stock options. Mr. Busch resigned effective in November 2001.

(9) ~~Includes~~Consists ~~50,000~~of no shares underlying stock options. Mr. Jeffers resigned effective in November 2001.

(10) Consists of ~~353~~400,~~333~~000 shares underlying stock options, 30,000 shares underlying warrants and 16,949 shares held in eVision'’s 401(k) Plan.

(11) ~~Includes~~Heng ~~35,913,487~~Fung ~~shares underlying convertible debentures owned or that may be acquired upon exercise of an option. Online International~~ is the parent company of eCredit Singapore (Pte) Ltd. eCredit Singapore is the parent company of Online Credit. 4571,~~116~~283,~~534~~980 of the shares beneficially owned by ~~Online~~Heng ~~International~~Fung are beneficially owned by eCredit Singapore, of which 4071,~~423~~033,~~393~~980 of the shares are beneficially owned by Online Credit. Of the 4071,~~423~~033,~~393~~980 shares beneficially owned by Online Credit, 3566,~~913~~340,~~487~~839 of the shares underlie convertible debentures ~~owned or that may be acquired upon exercise of any option~~.

(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.

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. Amounts borrowed under these agreements were initially due in April 1999.

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.

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. ~~The~~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~~ 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. If the principal and interest are not paid in full by July 1, 2001 the due date of the principal will automatically be extended to July 1, 2003. Additionally, eBanker will 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. The actual number of warrants to be issued will be determined based upon the amount of principal outstanding at July 1, 2001. Additionally, upon the occurrence of certain events related to a certain contract Global ~~Med is negotiating, Global~~ Med ~~will~~valued ~~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 common stock. The default conversion rate under this extension is $1.00 per share. As consideration for this provision~~191, ~~eBanker was issued 500,000 restricted shares of Global Med common stock~~435. As a result of these transactions, eBanker gained control of Global Med and Global Med will be reflected in eVision’s consolidated financial statements as a consolidated subsidiary of eBanker effective November 19, 2000. See the unaudited summary proforma financial information in Note 27 in the accompanying financial statements and the unaudited proforma financial statements in Item 14 of this Annual Report on Form 10-K, which give effect to this transaction.

~~Online~~On ~~Credit~~January 21, 2002, Global ~~International~~Med ~~Limited~~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 ~~Convertible~~due ~~Debentures~~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.

~~eVision~~Heng ~~previously~~Fung ~~sold~~Holdings Online Credit a ten year $4,000,000 10% Convertible Debenture that is convertible into shares of common stock of eVision at a price of $0.53125 per share until December 15, 2007, unless sooner paid, and an option to purchase an $11,000,000 10% Convertible Debenture that was convertible into shares of common stock of eVision at a price of $0.61 per share until ten years from the date of issue unless sooner paid. Subsequently, Online Credit partially exercised the option and purchased additional 10% Convertible Debentures totaling $2,500,000. On September 23, 1998, Online Credit and eVision 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 to the lower of $0.35 or the fair market value per share and changing the default conversion price to $0.10 per share. As of September 30, 2000, Online Credit had purchased a total of $8,000,000 of Convertible Debentures. The option to purchase the $11,000,000 12% Convertible Debenture has $7,000,000 available remaining under option. The principal is due in ten years, except for one installment of $500,000 that was due March 1999. The installment due date was extended to March 2001. eVision paid Online Credit a fee of 3%, or $15,000 for the extension. On January 17, 2001, Online Credit agreed to extend the $500,000 due March 2001 until March 2002 for a fee of 1% or $5,000. Limited

~~Each 12%~~ Convertible ~~Debenture~~ that Online Credit or its designee receives will bear interest at a rate of 12% per annum and interest only will be payable quarterly with the final payment of the entire unpaid principal balance and all accrued and unpaid interest, if not sooner paid, due and payable five years after the date of issuance. Interest is payable in cash or in shares of eVision’s common stock at the election of Online Credit or its designee. Each 12% Convertible Debenture will be convertible into shares of eVision’s common stock at a price equal to the lower of $0.35 or the market price of eVision’s common stock at the time of conversion. In the case of default, the conversion price will be $0.10 per share of eVision’s common stock. Debentures

~~Interest~~In ~~payments~~December of1997, the Company sold Online Credit a ten year $~~212~~4,~~111~~000,000 ~~that~~10% ~~were~~Convertible ~~due~~Debenture (Convertible ~~through~~Debenture) ~~September~~that ~~30,~~is ~~2000,~~convertible ~~arising~~into ~~out~~shares of ~~convertible~~common stock of the ~~debentures~~Company ~~acquired~~at ~~pursuant~~a toprice ~~the~~of ~~convertible~~$0.53125 ~~debenture~~per ~~agreement~~share until December 15, ~~were~~2007, ~~paid~~unless sooner bypaid, ~~the~~and ~~issuance~~an ofoption ~~428~~to purchase a $11,~~583~~000,000 10% Convertible Debenture (Option) that is convertible into shares of common stock. ~~The~~of ~~values~~the Company at a price of $0.61 per share until ten years from the ~~shares~~date of ~~common~~ ~~stock~~issue ~~were~~unless ~~determined~~sooner inpaid. Online ~~accordance~~Credit ~~with~~partially exercised the ~~convertible~~option ~~debenture~~and purchased additional 10% ~~agreement~~Convertible Debentures totaling $2,500,000. On September 23, 1998, Online Credit and ~~has~~the Company agreed to ~~allow~~amend ~~eVision~~the toterms ~~pay~~of the remaining $8,500,000 of the $11,000,000 10% Convertible Debenture by increasing the interest onrate ~~these~~to 12%, ~~convertible~~changing ~~debentures~~the inconversion ~~cash~~price orfrom in$0.61 ~~shares~~per share to the lower of ~~eVision~~$0.35 ~~common~~or ~~stock~~the fair market value per share, and establishing the default conversion price at ~~eVision’s~~$0.10 per share. On September 25, 1998, Online Credit partially exercised its option to purchase $8,500,000 ~~until~~of ~~April~~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 ~~2002~~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

~~Online~~Heng ~~International~~Fung has ~~guaranteed~~ 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~~ such dividend is not paid by eVision. In consideration for making such guaranty, eVision issued an affiliate of ~~Online~~Heng ~~International~~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 ~~Online~~ ~~International~~Heng Fung is required to make dividend payments as a result of its guaranty, ~~Online~~Heng ~~International~~Fung or its designee will receive a five year 12% convertible debenture equivalent to the amount that Heng ~~Online~~Fung ~~International~~ is required to pay on the guaranty unless the act of eVision in giving ~~Online~~ ~~International~~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 ~~Online~~Fung ~~International~~ 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.

~~Online~~The ~~International~~cash ~~has advised~~portion ~~eVision~~of ~~that~~the dividend ~~Online~~payment ~~International~~for ~~would,~~April as30 ofand ~~March~~October ~~2001~~31, ~~have sufficient~~2001 ~~liquid~~were ~~assets~~made toHeng ~~pay~~Fung onpursuant to ~~its~~the guaranty ifmentioned itabove. ~~were~~In ~~required~~return, toeVision dogave ~~so. There~~Heng ~~are~~Fung noa ~~assurances,~~convertible debenture ~~however~~for $589,889 ~~that~~due ~~Online~~June ~~International~~2006 ~~will~~and ~~have~~$614,963 ~~sufficient assets~~due toDecember ~~pay~~2006, respectively, onrepresenting ~~its~~the ~~guaranty~~April if30 itand ~~were~~October ~~required~~31, to2001 docash ~~so in the future~~payments.

~~Credit~~During ~~Card~~the ~~Receivable~~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.

InOn ~~March~~November 30, 2000, ~~eBanker~~the ~~acquired~~Company ~~from~~issued ~~MBf~~53,770 ~~Card~~shares ~~International~~of ~~Limited~~Convertible ~~(MBf)~~Series ~~a non~~B-~~revolving~~1 ~~interest~~Preferred ~~in certain~~Stock ~~outstanding credit card accounts receivable~~ for ~~a total consideration of~~ $7537,~~625,062,~~182 ~~which~~and ~~represented~~paid acash ~~discount~~ of $1614,~~601,976~~205 ~~from~~in ~~the~~payment ~~total book value~~ of ~~the~~dividends ~~outstanding~~on ~~balances of~~ the ~~credit card accounts receivable of~~Convertible ~~$9,227,038.~~Series ~~This~~B-1 ~~total~~Preferred ~~outstanding~~Stock of which $9449,~~227,038~~369 ~~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~~ $4513,~~645,040,~~565 was ~~paid~~accrued atas ~~the time~~ of ~~closing and the remaining balance was offset~~ ~~against~~September ~~collections as the related credit card receivables were collected. Of the total purchase discount of $1~~30,~~601,976,~~ ~~$800,000~~2000 ~~was allocated to an allowance~~ for ~~doubtful accounts and~~ the ~~remaining~~issuance ~~discount~~ of ~~$801,976~~shares isand ~~being accreted to income over a period of 18 months~~cash, ~~the estimated life of the credit card accounts receivable~~respectively.

~~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~~Accounts ~~(OCCL). OCCL processes the credit card collections for eBanker,~~ and ~~remits collections to eBanker on a~~ ~~monthly~~Facilities ~~basis,~~Receivable 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 $1,413,000 related to processing collections for the year ended September 30, 2000. In addition to the accretion of the discount, eBanker earns 10% interest on the outstanding credit card accounts. For the year ended September 30, 2000, after payment of the fees related to processing collections of approximately $1,413,000, eBanker earned recognized interest income of approximately $393,000 plus the discount accretion of $209,279, for a total of $602,279. 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, 2000, the credit card accounts receivable balance, net of unamortized discount of $592,697 and allowance for doubtful accounts of $537,840, was $2,296,398.

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 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 ~~Online~~Heng ~~International~~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 ~~Online~~Heng ~~International~~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 ~~Online~~ ~~International~~Heng Fung. The warrants subsequently expired. Because of the reacquisition, uncertainty regarding their ultimate disposition and current ~~accounting~~ accounting practices regarding investments in stock of a parent company by a subsidiary, the investment in the equity instruments (common stock and common ~~stock~~ stock warrants) of ~~Online~~Heng ~~International~~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

~~During~~On ~~the~~April ~~year~~5, ~~ended~~2001, eBanker ~~September~~entered ~~30,~~into ~~2000,~~a ~~eVision~~loan ~~purchased~~agreement ~~56,000~~with ~~shares~~a ofpreviously ~~eBanker~~unaffiliated ~~common~~entity ~~stock,~~for ~~280~~$500,000, ~~common~~bearing ~~stock~~interest ~~warrants~~at ~~and~~a ~~convertible~~rate ~~debentures~~ of ~~$560~~12% per annum,~~000~~ ~~from eBanker~~payable ~~shareholders~~quarterly for ~~$571,628~~a term of 36 months. ~~eVision~~The ~~also~~loan ~~purchased~~is ~~307,692~~secured ~~shares~~by certain assets of the entity ~~newly~~including, ~~issued~~but ~~common~~not ~~stock~~limited ~~directly~~to, ~~from~~the ~~eBanker~~current ~~for~~and $1future intellectual property (trademarks,~~999~~ software,~~998.~~ Ascopyrights, atechnology, ~~result~~licenses, ~~eVision~~ ~~owned~~and ~~39%~~patented technology), ofmarketable ~~the~~securities ~~outstanding~~and ~~common~~ stock of ~~eBanker~~the asentity ofthat ~~September~~is ~~30,~~not owned by ~~2000~~the entity itself. ~~Subsequent~~eBanker toreceived ~~year~~a ~~end,~~commitment ~~eVision~~fee ~~purchased~~equal to 10~~,000~~% ~~shares~~ of ~~eBanker~~the entity’s common stock. At the time of the transaction, 50two of the entity’s principals,~~000~~ ~~common~~Mr. ~~stock~~Jeffers, ~~warrants~~Jr. and ~~Convertible~~Mr. ~~Debentures~~Busch, ofwere ~~$100,000~~members ~~from~~of the ~~eBanker~~Board ~~shareholders~~of ~~for~~Directors ~~$100,000~~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.

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.

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 ~~provide~~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 $~~308~~241,~~200~~451 and $42308,~~841~~200, ~~which approximate the cost,~~ for these services for the years ended September 30, ~~2000~~ 2001 and ~~1999~~2000, respectively. eVision, eBanker, eBiz Web Solutions, Corporate Net Solutions, Secutron, and American Fronteer were charged $1,~~336~~195,~~733~~055, $~~523~~1,~~845~~336,733 and $~~106~~523,~~554~~845, ~~which approximates the cost,~~ for these services for the years ended September 30, ~~2000~~2001, ~~1999~~2000 and ~~1998~~1999, respectively.

During the ~~year~~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' Reports                                                             Report                                                              F-1
         Consolidated Balance Sheets as of September 30, 20002001 and 19992000                             F-3
         Consolidated Statements of Operations for the three year period ended
            September 30, 20002001                                                                     F-5
         Consolidated Statements of Comprehensive Loss for the three year
            period ended September 30, 20002001                                                        F-7
         Consolidated Statements of Stockholders' Equity (Deficit) for the
            three year period ended September 30, 20002001                                             F-8
         Consolidated Statements of Cash Flows for the three year period ended
            September 30, 20002001                                                                     F-10
         Notes to the Consolidated Financial Statements                                            F-13

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

AseVISION described in Item 1 and in Notes 1 and 9 in the accompanying financial statementsINTERNATIONAL, the following unaudited proforma financial statements give effect to (i) the exchange of certain assets and liabilities of American Fronteer for an ownership interest of approximately 40% in Auerbach, Pollack and Richardson, IncINC. (APR)AND which occurred on December 19, 2000 and (ii) the acquisition of a controlling interest in Global Med through the exercise of warrants by eBanker to purchase 8,000,000 shares of Global Med common stock in connection with debt refinancing that was agreed to on November 20, 2000. Additionally, in connection with the refinancing, eBanker was granted 697,600 shares of common stock of Global Med as fees for the extension and change in the conversion rate. The shares of Global Med common stock were issued on February 28, 2001. These unaudited proforma financial statements are based on estimates and assumptions set forth herein and in the notes to these statements. SUBSIDIARIES

The unaudited proforma balance sheet gives effect to these transactions as if they had occurred on September 30, 2000. The unaudited proforma statement of operations gives effect to these transactions as if they had occurred on October 1, 1999. The proforma financial statements do 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 the results for any future period.

eVISION USA.COM, INC. AND SUBSIDIARIES

Unaudited Proforma Balance Sheet:

                                                                                             eVision                        Global Med                                                                                Proforma
                                                                                       September 30,       APR          September 30,                          Global Med                             September 30,
                                             2000                                                    2001         eBanker (A)     Growth (B)       Adjustments           2000        AdjustmentsOther (C)         20002001
                                                                                       ------------      -   ---------      --     --------       ------    -----------     -------------
CURRENT ASSETS
   Cash and cash equivalents               ..................   $11 5,232668,720          --             235751    (5,000594,630)       (14,490)          --          11           59,467,720631
   Credit card accountsfacilities receivable, net .....     2,296560,398153    (2,560,153)          --                             --                         --           2,296,398
   AccountsCredit card accounts receivable, net                    240 .......        61,148918       (4961,390918)          --             --             --
   Accounts receivable trade, net .............     1,154,602    (A)       9581,000152,683)          --           (1,148,758919)          --
   Account receivable, related party          753 ..........       718,151004      (763,660)          --                           45,656           --         
   Other receivables ..........................       442,827      (85619,000797)       (D13,341)       668209,151143         18,832
   Accrued interest receivable                 90 ................        92,000253       (92,253)          --                             --                         --              90,000
   Accrued interest receivable, related
      party                                    365,419..           653          --                --        (335,498653)(D)        29,921
   Accrued revenues, net                                   --                         --           1,256,000                       --           1,256,000
   Securities owned, at market value        1 ..........       233,546506      (127,919589)          --                             --            --           1          105,546,919917
   Notes receivable, net                    1,000,000 ......................          --                            --                         --           1,000,000             --             --
   Investments, available-for-sale, at
       market value                           243 ...........................       227,922447          --                             --                         --             243          227,922447
   Other assets                               233 ...............................       376,744700      (103149,301371)        (A2,821)        63      (224,000508)          --             193,443
   Net current assets of discontinued
                                              operations ................................          --            --             --             --             --
                                                  -----------   -----------           -----------       -----------           -----------
       Total current assets                18 ...................    11,002536,421      814   (15211,691)        2122,512,000      707)       (42030,498652)       19        28,941372        411,232827


PROPERTY, FURNITURE AND
   EQUIPMENT, net                           3 .............................     1,205918,809415      (250252,000133)    (A1,523,147)       432      (143,000135)          --           3,387,809

NOTES RECEIVABLE, RELATED
    PARTY                                   5 .....................................       500,400000      (500,000)          --                             --             --

FINANCING COSTS, net ..........................       683,700      (5650,400,000376)          --          (C33,324)          --

FINANCINGCAPITALIZED SOFTWARE DEVELOPMENT COSTS, net                          791........       781,381044      (781,044)          --             123--             --

GOODWILL ......................................     5,000      (123145,000)904    (E)       7915,381145,904)          --             --             --


OTHER LONG-TERMNONCURRENT ASSETS                      1 .......................       705,991,275      294    (737,584)(A)     1,778030,000     4,934,743 270)       (F40,228)     9       365,271,499204           --

                                                          1,305,065NET LONG TERM ASSETS OF DISCONTINUED
   OPERATIONS .................................        27,433          --             --          (B27,433)          --
                                                                                            -----------   -----------           -----------       -----------           -----------

   Total assets                            29 ...............................   $21,390298,886       164604   (19,790         4482,845,000434)    (1,008594,755027)       33189,391684        411,921827
                                                                                            ===========   ===========           ===========       ===========           ===========

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

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Balance Sheet (Continued)::

                                                                                          eVision                              Global Med                                                                                Proforma
                                                                                    September 30,          APR                                    Global                    September 30,      Global
                                                  2001         eBanker Med(A)       SeptemberGrowth 30,(B)     Other (C)       2001
                                           2000           Adjustments             2000          Adjustments          2000
                                                                                    ------------             -----------        -------------      --------     ---      -------------

CURRENT LIABILITIES
Accounts payable and accrued
           expenses                       ...............................  $  35,268971,453           229      (3112,967490,241)         (A7,236)      1           --         3,988473,000752
Accrued dividends payable .................       958,790            --              --              --           (420958,498)790
Accrued interest payable ..................       121,633        (D)      4121,523,988633)           --              --              --
PayableAccrued interest payable to
   related clearingparty organization..........................       818,083         (11,000)           305--          (242,866            476501)        564,757582
Deferred revenues .........................     2,165,444      (A2,165,444)           --                               --              782,623--
Current portion of long-term
           debt and capital lease
        obligation                          70 ................................        92,632               --              151276         (82,000               948)         (9,328)           --              221,632
Accrued interest payable to
        related party                      212,111               --                 --                 --              212,111
Current portion of convertible
          debentures, related party           500,000                ..............          --                               --                               --              500,000--              --
Financing agreements with
           related party                          ..........................          --                               --            5,400,000         (5,400,000)(C)                         --              --              --
Other current liabilities                  326 .................        51,562               --            952           2,152,000           357      (1191,257002,611)(E)      21,359002,305611          54,309
                                      Net current liabilities of
   discontinued operations ................     4,070,699            --              --              --         4,070,699
                                             ------       ------    ------       ------    ------       ------    ------       ------    ------------
           Total current liabilities        4 ..............    14,683250,624            164106      (4,790          9868,691,000         909)     (51,939019,755175)         8        760,599110       9,659122,132

LONG TERM DEBT AND
   CAPITAL LEASE OBLIGATIONS,
   net of current portion                  862 .................       790,752               --               85671         (19,000               083)       (771,588)           --              947,752--
CONVERTIBLE DEBENTURES                    ....................     6,339309,276               110      (6,309,110)           --                               --                               --            6,339,276
CONVERTIBLE DEBENTURES,
   RELATED PARTY                          ..........................     7,500929,000               889        (570,689)           --                 --                 --            7        (6,500179,000
DEFERRED RENT CONCESSIONS                235)      1,426179,654               --                 --                 --            1,426,654965
                                                                                   ------------           ------------           ------------           ------------           ------------
   Total liabilities                    20 ......................    29,812279,306            164776     (11,790          9767,776791)     (1,000         790,763)     (5,939419,755125)        24     10,813302,341097
                                                                                   ------------           ------------           ------------           ------------           ------------

MINORITY INTEREST                        6 .........................     4,606596,127               998            --                               --                 --            6        (4,606596,127998)           --
                                                                                   ------------           ------------           ------------           ------------           ------------

STOCKHOLDERS' EQUITY
Preferred stock                            148 ...........................       152,822               487          (1,000)           --                 --                 --              148             1,822000         152,487
Common stock                               245 ..............................       257,658               --              135,000           893         (13527,000159)(F)        245           --            27,658159         257,893

Additional paid-in capital              27,925,052          1,305,065 (B)     29................    28,764097,000        629      (299,764917,000353)(F)     29           --         9,230917,117353      28,097,629

Accumulated deficit                    (23,796,038)        (1,305,065)(A)    (34,830,000)        34,830,000 .......................   (F)    (2541,101,103647)

Investment in Online International      (2,545230,286)              --                 --                 --           869         204,237         260,295     (238,545406,286246)
Accumulated other comprehensive
   loss                                     (5 ...................................        15,755)              468            --                 --                 --                           (57,755501)           --             7,967
                                                                                   ------------           ------------           ------------           ------------           ------------
    Total stockholders' equity           1 (deficit) ..   (12,972578,453               --           170)     (47,931714,000643)         4        196,931736      10,000          1205,972807      (9,453890,270)
                                                                                   ------------           ------------           ------------           ------------           ------------

Total liabilities and stockholders'
    equity                            Equity (deficit) ......................  $ 2921,390298,886            164604     (19,790          4482,845,000         434)     (1,008594,755027)        33189,391684         411,921827
                                                                                   ============           ============           ============           ============           ============

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

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Statement Of Operations::

                                                                             Global Med
                                                                                     eVision                            twelve
                                                                                  year ended                           months
                                           September                           ended                                                                                 Proforma
                                                                                     September 30,           APR                                                               September        Global Med        September
                                             2000        adjustments         30,
                                           2001        eBanker 2000(A)   Global Growth (JB)     adjustments        30,   Other 2000(D)       2001
                                                                                 ------------    ----------    -         -----------      ----    -------       --   -------
REVENUE:

Brokerage commissions                   $ 17,785,074     (17,785,074)(B)           --              --                 --
REVENUE:
Investment banking                           890,757        (890,757)(B)           --              --                 --

Trading profits, net                       3,223,642      (3,223,642)(B)           --              --                 --

Other broker/dealer                        1,278,832      (1,278,832)(B)           --              --                 --
Computer hardware and software
       operations                            1 ........................     5,713443,753            --            4810     (5,258118,000            680)          --            5             --          325,971,753130
Interest income on investments and
       loans                                  .............................     1,188906,281            190     (1,902,101)          --                 --              --            1           19,188380         23,281469
Interest income on loans, related          1 ...       846,784616       (916,093            042)          --                            69,426           --          (601,550)(K)        613,207
                                                                                               (569,336)(L)
Realized gain on sale of
     investment 
  securities                 1,462,240             ........................           169           --                              --                           --                          169
Other ...............................       153,703        (45,720)       (87,804)     1,462337,240
Other                                        446335      1,541            --                 --              --              446357,541514
                                        ------------    -----------    -       ------------    -----------    -       ------------

        Total revenue                       29 .....................     8,773350,213488     (237,178982,305543)         4       (87,258804)     1,000426,141      (1,170706,886)         9,682,022282
                                        ------------    -----------    -       ------------    -----------    -       ------------

COST OF SALES AND OPERATING EXPENSES:


Broker/dealer commissions                 10,698,348     (10,698,348)(B)           --              --                 --
Computer cost of sales                     1 ..............     2,462537,578            --            1845     (2,919017,000            081)          --            3             --          520,381,578764
Unrealized (gain) loss on
     securities                               ..........................       338,551        (4055,077623)                     --                              --              --              (40          282,077)928
Interest expense on convertible
       debentures                              932 ........................       881,324            790       (954,941)          --                            73,151           --              --              932,324

General and administrative                18 ..........    10,934921,358      797     (137,000030,410167)       (B75,499)     42,673455,000       1,200,000(H)097      116,806271,948228

Depreciation and amortization                514 .......     1,125         341,472     (3931,694071,538)       (B23,306)                --                  --              120          246,431628
                                        ------------    -----------    -       ------------    -----------    -       ------------
     Total cost of sales and operating
         expenses                             32 ........................    16,501021,656     455    (2411,092129,452350)         6,592,000       1(98,200805)     2,000         16528,201248      7,204321,548
                                        ------------    -----------    -       ------------    -----------    -       ------------

Operating loss                             ......................    (27,728670,443967)        914     3,147146,807         (211,334,000)001     (21,370102,886107)            (65,519615,182266)
                                        ------------    -----------    -       ------------    -----------    -       ------------


Continued

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

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Statement Of Operations (Continued)::

                                                                       Global Med
                                                                         twelve
                                                                               eVision                            months
                                                                             year ended                           ended
                                     September                          September                                                                                Proforma
                                                                               September 30,              APR                                                              September 30,
                                           2001         eBanker 2000       (A)   Global Med         September
                                        2000         adjustments           Growth (JB)         adjustments         30,   Other 2000(D)       2001
                                                                            ------------     ----------    -       ----------      -----    ------        ---   ------------

Operating loss                       ....................... $ (27,728670,443967)        914      3,147        (2146,334807          11,000)    001     (21,370102,886107)            (65,519615,182266)
                                                                           ------------    ------------           ------------       -----------     -    ------------


OTHER INCOME (EXPENSE):

Interest income                          321 ......................       46,674        958         (13627,082811)(B)        16,000                       --             --            20119,592147
Interest expense                          .....................     (63223,951616)         24        141,494(B)       (644128          78,000)      372           --            (6014,550116)(K)    (1,285,007)
Interest expense, related                ............     (843836,833630)           --                               --             --                     242,501        (843594,833129)
Foreign currency transaction loss         ....      (3186,081432)           --                             50,647           --             --                       (3135,081785)

Loss from equity investments             .........   (4971,660)       (831087,792023)(B)                   238,718            --         497,660             --          (G)       (831848,792305)

FinancingOther costs                             ................................       71,418            --              --                       --            71,418
                                       ------------    ------------    ------------   ------------    ------------
     Total other income (1expense) ....   (2,630115,000325)     1        352,630035         129,000(L)           --
Other                                    149019        242,900          501      (51,000)              --             --            144391,900770)
                                                                           ------------    ------------            ------------   ------------    ------------

Loss before minority interest and
     income taxes                      ....................   (39,693786,394292)        (34      3,233)       (4498,592842         140,000)      020       (844859,776606)            (97,164007,403036)

Minority interest in (earnings)
     loss                               (604 ............    1,633)           984,138            --                               --       2,584,433(I)      1,979984,800138)           --
                                                                           ------------    ------------            ------------   ------------    ------------

Loss from operations before
     income 
     taxes                      ...........................   (47,298802,027154)      3,498,842         140,020     (2,843,744)     (7,007,036)

Income tax expense ...................      189,138        (34189,233138)                  --             --              --
                                       ------------    ------------    ------------   ------------    ------------

Net loss from continuing
operations ........................... $ (47,592613,000016)      3,309,704         140,020     1(2,739843,657        744)     (7,184007,603036)

Income   Net taxloss expense                      from discontinued
   operations ........................   (6047,196439,296)           --                               --                         --                    (6047,196439,296)
                                                                           ------------    ------------            ------------   ------------         ------------

 Net loss                            $ ............................  (415,902052,223312)      3,309,704         140,020     (2,843,744)    (14,446,332)
 Preferred stock dividends ...........   (2,253,297)           --              --             --        (342,233253,297)       
                                       ------------    ------------    ------------   ------------    ------------
Net loss applicable to common
   shareholders ......................  (417,592305,000609)      3,309,704         140,020     1(2,739843,657        744)    (716,788699,799629)
                                                                           ============    ============           ============   ============         ============

Weighted average number of
     common shares outstanding        21 .......   25,838418,116                                                         21262                                                     25,838418,116262
                                                                           ============                                                                                                          ============

Basic and diluted loss per common
     share                           ........................... $      (0.3068)                                                                                                        $      (0.4466)
                                                                           ============                                                                                                          ============

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

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

Notes To The Unaudited Proforma Financial Statements::

The following explain the adjustments in the accompanying proforma financial statements related to the ~~APR~~ ~~and~~Asset ~~Global~~Transfer ~~Med transactions~~transaction:

Note (A) --The ~~This~~entries ~~entry~~in ~~reflects~~this ~~the~~column ~~adjustment~~reflect of the ~~assets~~unconsolidation ~~and liabilities~~ of ~~American~~ ~~Fronteer~~eBanker ~~that~~from ~~were exchanged for~~ the ~~ownership interest in APR~~Company.

Note (AB) --The ~~This~~entries ~~entry~~in ~~records~~this ~~eVision's~~column ~~equity~~reflect ~~interest~~the inunconsolidation ~~APR~~of Global Growth from the Company.

Note (C) --The ~~This~~entries ~~entry~~in ~~eliminates~~this ~~the~~column ~~financing~~give ~~agreements~~effect ~~payable~~to bythe ~~Global~~assets ~~Med to~~acquired ~~eBanker~~by inOnline Credit, including the ~~amount~~reduction of ~~$5,400,000~~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 ~~This~~entries ~~entry~~in ~~eliminates~~this column give effect to the ~~accounts~~reduction ~~payable~~in ~~and~~certain ~~receivable~~expenses and ~~accrued interest~~revenues ~~payable~~as ~~and~~a ~~receivable~~result ~~between~~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 ~~eVision~~Global Med. An adjustment is made for consideration for liquidation values for the remaining assets.

Note (Ea) --(2) ThisFinancial entryStatement eliminates the respective deferred financing costs and deferred revenues recorded by Global Med and eBanker, respectivelySchedules.

~~Note (F)~~All schedules --are ~~This~~omitted because ~~entry eliminates~~ the ~~investment~~required ininformation ~~Global~~is ~~Med~~not ofpresent ~~approximately $791,000, records goodwill~~ in ~~the~~amounts ~~amount~~sufficient ofto ~~approximately $5,726,000 and~~require ~~eliminates~~submission of ~~Global~~the ~~Med’s~~schedule ~~deficit.~~or Nobecause ~~minority~~the information required ~~interest~~is ~~has~~included ~~been recognized~~in ~~due to~~ the ~~negative~~Consolidated ~~equity~~Financial ~~position~~Statements ofand ~~Global~~Notes ~~Med~~thereto.

Note (Ga) --(3) ThisExhibits. entrySee eliminates"EXHIBIT theINDEX" equityon lossespage of Global Med recognized by eBanker for the year ended September 30, 2000 of $497,66045.

Note (Hb) --Current UponReports consolidation,on eVisionForm will recognize approximately $6,000,000 in goodwill to be amortized over a five year period or $1,200,000 per year. 8-K:

~~Note (I)~~A Current Report on Form 8--K ~~Global~~dated ~~Med~~June ~~will~~8, be2001, ~~consolidated~~was ~~with~~filed ~~eBanker.~~on ~~eVision~~July ~~owns~~5, 2001 to report under Item 5 ~~approximately~~information ~~39%~~relating ofto ~~eBanker.~~the ~~This~~agreement ~~entry~~between ~~adjusts~~eVision and Online Credit concerning the ~~minority~~proposal ~~interest~~to transfer to Online Credit assets in satisfaction of ~~eBanker~~certain ~~due~~convertible debentures outstanding subject to ~~consolidation~~the approval of ~~Global~~the eVision ~~Med~~shareholders.

Note (Jc) --Exhibits: TheseIncluded amountsas representexhibits anare estimatethe ofitems Globalin Med’s statement of operations for the twelveExhibit months ended September 30, 2000Index.

Note (K) -- This entry eliminates the interest income/expense on the financing agreements payable by Global Med to eBanker.

Note (L) -- This entry eliminates the financing costs paid by Global Med to eBanker of $1,630,000. The corresponding financing revenues recorded by eVision were $569,336. The difference of approximately $1,000,000 relates primarily to expense recognized by Global Med for the sale of shares of common stock at a discount to eVision.

(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 54.

(b) Current Reports on Form 8-K:

A Current Report on Form 8-K dated September 8, 2000, was filed on September 20, 2000 to report under Item 5 information relating to a complaint filed in the United States District Court for the Southern District of New York (Case No. 00 CIV. 6769) against eVision USA.Com, Inc., eBanker USA.com, Inc., American Fronteer Financial Corporation, and the officers and/or directors of eVision and eBanker.

(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: ~~March~~February 2714, ~~2001~~ 2002 /s/ ~~Fai~~Tony HT. W. Chan ~~Fai~~Tony HT. W. Chan, ~~Chairman~~Chief ~~and~~Operating ~~President~~Officer Dated: ~~March~~February 2714, ~~2001~~ 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: ~~March~~February 2714, ~~2001~~ 2002 /s/ Fai H. Chan Fai H. Chan, Director Dated: ~~March~~February 2714, ~~2001~~ 2002 /s/ Tony T. W. Chan Tony T. W. Chan, Director Dated: ~~March~~February 2714, ~~2001~~ 2002 /s/ Robert H. Trapp Robert H. Trapp, Director Dated: March 27, 2001 /s/ Jeffrey M. Busch Jeffrey M. Busch, Director Dated: March 28, 2001 /s/ Kwok Jen Fong Kwok Jen Fong, Director Dated: March 28, 2001 /s/ Robert Jeffers, Jr. Robert Jeffers, Jr., Director

IndependentINDEPENDENT AuditorsAUDITORS’ ReportREPORT

The Board of Directors eVision ~~and StockholderseVision USA.Com~~International, Inc.: and subsidiaries

We have audited the accompanying consolidated balance ~~sheets~~sheet of eVision International, Inc. (formerly eVision USA.~~Com~~com, Inc.) and subsidiaries as of September 30, ~~2000 and 1999~~2001, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for the ~~years~~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 ~~audits~~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 ~~audits~~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 ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

In our opinion, ~~such~~the consolidated financial statements referred to above present fairly, in all material respects, the financial position of eVision ~~USA.Com~~International, Inc. and subsidiaries as of September 30, ~~2000 and 1999~~2001, and the results of their operations and their cash flows for the ~~years~~year then ended in conformity with ~~accounting~~ 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/ ~~DELOITTE~~assets &and ~~TOUCHE~~virtually ~~LLP~~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.

~~Denver,~~The ~~Colorado~~Company conducts ~~March~~numerous ~~26,~~transactions ~~2001~~with related parties primarily related to financing activities and derives a significant portion of its revenues through related parties.

~~Independent~~ /s/ ~~Auditors’~~Ehrhardt Keefe ~~Report~~Steiner & Hottman PC

~~The~~January ~~Board~~18, ~~of Directors and StockholderseVision USA.Com~~2002 Denver, ~~Inc.:~~Colorado

F-1

WeeVISION have audited the accompanying consolidated statements of operationsINTERNATIONAL, comprehensive loss, stockholders’ equity (deficit), and cash flows of eVision USAINC.Com, Inc. (formerlyAND Fronteer Financial Holdings, Ltd.) and Subsidiaries for the year ended September 30, 1998. 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. SUBSIDIARIES

We conducted our audit in accordance with generally accepted auditing standards. 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 results of operations and the cash flows of eVision USA.Com, Inc. and Subsidiaries for the year ended September 30, 1998, in conformity with generally accepted accounting principles.

/s/ KPMG LLP Denver, Colorado December 30, 1998

eVISION USA.COM, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

                                                                                                                                      September 30,
                                                                                                                           ------------------------------
                                                               Unaudited
                                                                Proforma
ASSETS                                                                                                                 2001        2001        2000          1999
------                                                                                                                 ----                  ----        ----
                                                                (Note 2)
CURRENT ASSETS:
   Cash and cash equivalents .............................   $11    59,232631   5,720668,751   $ 79,593132,772976
   CertificateCredit ofcard depositfacilities receivable, restrictednet ................          --         575     2,000560,153        --
   Credit card accounts receivable, net ...........     .......          --        61,918   2,296,398          --
   Accounts receivable trade, net .......................       240,148.          --     1,342154,224602      44,799
   Accounts receivable, related party ....................          --       718,004     753,151
   Other receivables .....................................        8318,416832     442,827      33,298
   Accrued interest receivable ...........................          --        92,253      90,000       119,487
   Accrued interest receivable, related party .....       .......          --           653     365,419         7,000
   Securities owned, at market value .....................       105,917     1233,546,919506     1607,495,701455
   Notes receivable, net ..........................     1,000,000     3,150,000
   Notes receivable, related party ................          --       3          --     1,400000,000
   Investments, available-for-sale, at market value ......       243227,922447     1227,991447     243,258922
   Other assets ..........................................          --       233376,744       271700     130,026033
                                                         Net current assets of discontinued operations .........          --          --     1,523,985
                                                             -------   ---- ----------- -----------

      Total current assets ........................    18.......       411,002827  11,421    20536,028814   16,884221,436

PROPERTY, FURNITURE AND EQUIPMENT, net ...................          --     31,205918,809     1415    2,233269,360582

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

FINANCING COSTS, net of accumulated amortization
    of $234342,493174 and   $108234,062493, respectively ...............          --       683,700      791,381

CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net of
   accumulated amortization of $2,358,678 ................          --       917781,812044        --

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

OTHER NONCURRENT ASSETS ...........................     .......          --       705,294    1,991069,275       559483

NET LONG TERM ASSETS OF DISCONTINUED OPERATIONS ..........          --        27,995433    1,813,675
                                                                                                                   -----------    -----------  -----------

      Total assets .......................................   $29   411,390,886827   $2221,740298,051604  27,565,557
                                                                                                                   ===========    ============ ===========

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-2

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                                                                     September 30,
                                                                                                                                                             ------------------------------
                                                                           Unaudited
                                                                            Proforma
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                   2000                                 2001        2001            19992000
---------------------------------------------                                                                      ----        ----            ----
                                                                            (Note 2)
CURRENT LIABILITIES:
   Accounts payable and accrued expenses ...............................   $  3,268473,453752       35,417971,849229       948,601
   PayableAccrued todividends clearingpayable organization .........................................        305958,866790         128958,040790       962,934
   CurrentAccrued portioninterest ofpayable long-term debt and capital lease obligations .....         70.....................................           --           121,632          70633       123,812300
   Accrued interest payable to related party ...........................        212564,111582         818,083       212,111
   Deferred revenues .................................................           --         2,165,444       119,257
   Current portion of long-term debt and capital lease obligations ...           --            92,276         9,260
   Current portion of convertible debentures to related party ..........                   --            --           500,000         500,000
   Other current liabilities .........................................         54,309          51,952        27,176
   Net current liabilities of discontinued operations ..        326..............      4,562         273070,029699       4,070,699          --
                                                                                                                                                    ------------    ------------    ----------

      Total current liabilities ........................................      49,683122,624       4132      14,601250,841106     2,902,639

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
    net of current portion .............................................        862           --           790,752          89671       818,351408
CONVERTIBLE DEBENTURES .................................................                 --         6,339309,276       110     6,747339,383276
CONVERTIBLE DEBENTURES TO RELATED PARTY ................................      71,500179,000965       7,929,889     7,500,000
DEFERRED RENT CONCESSIONS ..............................................                 --            --         1,426,654       1,540,715
                                                                                                                                                    ------------    ------------    ----------

      Total liabilities ................................................     2010,812302,306097      2029,479279,290776    18,986,977
                                                                                                                                                    ------------    ------------    ----------

MINORITY INTEREST IN SUBSIDIARIES ......................................      6           --         4,606596,127       998     6,191606,241127
                                                                                                                                                    ------------    ------------    ----------

COMMITMENTS AND CONTINGENCIES
       (Notes 1, 4, 7, 8, 9, 13, 15, 16, 17, 19, 20, 22, 23, and 27)

STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred Stock: 25,000,000 shares authorized, $0.10 par value;
         Convertible Series B-1, 1,488524,219872 shares issued and outstanding .        1481,822            --
       Convertible Series B488,219 110,500 shares issued and 
    outstanding .....           --            11.................................................        152,050487         152,487       148,822
   Common Stock: 1,000,000,000 and 100,000,000 shares authorized in 2000
      and 1999, respectively, $0.01 par value; 24
    25,565789,811280 and 1924,838565,299
      811  shares issued and outstanding ....................................        245257,658893         198257,383893       245,658
   Additional paid-in capital ..........................................     2728,925097,052629      1328,106097,401629    27,925,052
   Accumulated deficit .................................................    (2338,796406,038246)    (1741,144101,251647)  (23,796,038)
   Accumulated other comprehensive income (loss) .......................                   7,967          15,468        (5,755)        247,937
   Investment in OnlineHeng InternationalFung common stock, at cost ............     (2,545,286)           --
   Unearned ESOP shares ................................................           --                      --        (3502,000545,286)
                                                                                                                                                    ------------    ------------   -----------

         Total stockholders' equity (deficit) ..........................      1     (9,972890,453      270)    (312,930578,480170)    1,972,453
                                                                                                                                                    ------------    ------------   -----------

         Total liabilities and stockholders' equity (deficit) ..........   $ 29    411,390,886827      2221,740298,051604    27,565,557
                                                                                                                                                    ============    ============   ===========

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-3

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                                                                 Year Ended September 30,
                                                                                                                            ------------------------------------------------------
                                                                                                                           Unaudited
                                                                 Proforma
                                                                   2001            2001            2000                         1999           1998
                                                                                                                              ----                         ----                       ----            ----
                                                                 (Note 2)
REVENUE:
BrokerageComputer commissionshardware .............................   $and 17,785,074      17,193,481      14,763,287
Investmentsoftware bankingoperations ................................        890   $    325,757130       15,299443,209810       2,227,289
Trading profits, net ..............................      3,223,642       1,085,189         405,962
Other broker/dealer ...............................      1,278,832       1,323,578       1,489,853
Computer hardware and software operations .........      1,713,753       9,705,227       8,454,279
Interest income on investments and loans ..........      .......         23,469       1,906,190       1,188,281       1,164,518            --
Interest income on loans, related parties .........      .......           --           846,616       1,784,093         247,474            --
Realized gain on sale of investment securities ....      .......            169             169       1,462,240         447,863            --
Gain on sale of assets ...................................           --              --              --         1,682,001            --
Other .............................................        .......      1,357,514         153,703         446,541          44,722          46,634
                                                                                                                   ------------    ------------    ------------    ------------

       Total revenue   .............................     29........      1,773706,213      34282       8,193350,262488       6,594,908      2713,387291,304805
                                                                                                                   ------------    ------------    ------------    ------------

COST OF SALES AND OPERATING EXPENSES:
Broker/dealerComputer commissionscost of sales .........................     10,698,348      10,612,894      10,521,902
Computer cost of sales ............................              520,764       2,537,845       1,462,578       8,752,669       7,979,162
Unrealized (gain) loss on securities .....................        282,928         338,551         (40,077)         65,315       1,751,792
Interest expense on convertible debentures ........        .......           --           881,790         932,324       1,012,956          84
Provision for loan and interest impairment ...............           --           829,031588         866,833            --
General and administrative ........................     18.......      6,934271,358228      1510,435092,464      13209       5,359067,245115       3,023,185
Depreciation and amortization ............................        514246,125         427628       1,816341,472         389120,234431          37,819
                                                                                                                   ------------    ------------    ------------    ------------

        Total cost of sales and operating expenses .......      327,501321,656548      3616,307021,114455       8,409,204      3412,085891,366944
                                                                                                                   ------------    ------------    ------------    ------------

Operating profit  (loss) ....................................     (25,728615,443266)     (27,113670,852967)     (61,698814,062296)        399,861

OTHER INCOME (EXPENSE):
Interest income ...................................        321,674.......         11419,754147          46,958         300185,705592          49,777
Interest expense ..................................        .......         (634,951116)       (223,616)        (3139,178457)        (1715,390448)
Interest expense, related party ..........................       (843594,833129)       (827836,527630)       (388843,129833)       (827,527)
Foreign currency transaction loss ........................        (35,785)        (86,432)        (31,081)           --              --
Equity in loss of unconsolidated affiliateaffiliates ..............       (848,305)     (1,087,023)       (497,660)           --              --
Other .............................................        149.......         71,900418          2971,422418         (15144,434)900          73,995
                                                                                                                   ------------    ------------    ------------    ------------

       Total other income (expense) ...............       .......     (9641,951391,770)            (7142,529115,325)     (1,081,539)       (120719,248203)
                                                                                                                   ------------    ------------    ------------    ------------

Loss from continuing  operations  before minority interest 
   and income taxes ......................................     (37,693007,394036)     (29,828786,381292)     (62,818895,310835)       (319,342)
Minority interest in (earnings) loss ..............       .......           --         1,984,138        (604,633)       (224,036)        129,363
                                                                                                                   ------------    ------------    ------------    ------------

Loss from continuing operations before income taxes ......     (47,298007,027036)     (37,052802,417154)     (63,688500,947468)       (543,378)
Income tax (expense) benefit ................................                  --           189,138        (604,196)       (136,631)       (290,320)
                                                                                                                   ------------    ------------    ------------    ------------

Loss from continuing operations ..........................     (47,902007,223036)     (37,189613,048016)     (64,979104,267664)       (680,009)
                                                                                                                   ------------    ------------    ------------

(Continued)

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-4

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

                                                                                                                                 Year Ended September 30,
                                                                                                                         ----------------------------------------------------
                                                                                                                      Unaudited
                                                         Proforma
                                                           2001            2001            2000            1999           1998
                                                                                                                         ----            ----                       ----            ----
                                                         (Note 2)

Loss from continuing operations .....................   $ (47,902007,223036)     (37,189613,048016)     (64,979104,267664)

Loss on sale of discontinued operations, net of
   income tax benefit of $159,748 ...................           --              --                 (249680,861009)
Loss from discontinued operations, net of income tax
   benefit of $101,788 ..............................           --              --          (159,207)
                                                        ------------    ------------    ------------

Loss from discontinued operations ...................           --              --               (4097,068439,296)
                                                        ------------    ------------    ------------

Loss before extraordinary item ......................     (47,902439,223296)            (3797,189,048559)     (72,388509,335039)
Extraordinary item                                                      -forgiveness of debt, net of income
   tax expense of $585,000 ..........................           --              --           915,000
                                                        -------    ------------    ------------    ------------

Net loss ............................................    (14,446,332)    (15,052,312)     (4,902,223)     (3,189,048)     (6,473,335)

Preferred stock dividends ...........................     (2,253,297)     (2,253,297)     (1,749,564)        (48,154)           
                                                      --
                                                        ----------    ------------    ------------    ------------

Net loss applicable to common shareholders ..........   $ (16,699,629)    (17,305,609)     (6,651,787)     (3,237,202)     (6,473,335)
                                                                                                              ============    ============    ============    ============

Basic and diluted weighted average number of
   common shares outstanding ........................     25,418,262      25,418,262      21,838,116      18,411,886      16,459,515
                                                                                                              ============    ============    ============    ============

Basic and diluted earnings (loss) per common share:

   Continuing operations ............................   $      (0.3037)          (0.1839)          (0.4227)          (0.04)
   Discontinued operations:
         Sale of discontinued operations ............           --              --             (0.02)
         Discontinued operations ...........          (0.29)          (0.29)          (0.......           --              --             03)          (0.0114)
   Extraordinary item ...............................                                                                 --              --              0.06
                                                        --------    ------------    ------------    ------------

         Total ......................................   $      (0.3066)          (0.1868)          (0.3930)          (0.18)
                                                                                                              ============    ============    ============    ============

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-5

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

                                                                                                                                 For the Year Ended September 30,
                                                               ------------------------------------
                                                               2001            2000                       1999           1998
                                                               ----                       ----                       ----

Net loss ..............................................   $(15,052,312)     (4,902,223)         (3,189,048)    (6,473,335)

Other comprehensive income (loss):

   Reclassification adjustment for gains arising
      during the period, net of tax (benefit) of $7,087
     and $(158,517      ) ...................................         11,085        (247,937)                     --             --

   Foreign currency translation .......................         31,272           5,330                       --             --

   Unrealized gain (loss) on available-for-sale
      securities, net of tax (benefit) expense of
           $(13,512), $(7,087) and $158,517 ...........................               (21,134)        (11,085)               247,937           --
                                                          ------------    ------------    ------------

Comprehensive loss ....................................   $(15,031,089)     (5,155,915)         (2,941,111)    (6,473,335)
                                                          ============    ============    ============

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-6

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

                                                                                                                Convertible  Convertible
                                                                                                                   Series B    Series B-1                               Additional
                                                                                                                  Preferred       Preferred            Common           Paid-in
                                                                                                                      Stock               Stock                 Stock            Capital
                                                                                                                 ---------   --  --------      ---    ---     ----   ----------

Balances at September 30, 19971998 ....................   $      --                    --         168        171,715     10408    11,966042,990464

Issuance of common shares foron interestexercise of
   stock options ..................................          --                    --           4          2,128840        21753,539947

CommonIssuance Stock received and canceled in
   disposition of netcommon assetsshares offor discontinued
   operationsinterest ............          --         --         15,694       756,834

Issuance of common shares for guarantee ...........          --         --          2,500        60,000

Issuance of Convertible Series B Preferred
   stock, net of issuance costs of $244,853 ..............                  11,050       --           --         849,097

Issuance of common shares in settlement of lawsuit           --         --          (45,935)      (488500       319,565)500

Issuance of common shares for branch
   offriceextension of debt ...          --         --            441        24,559

Preferred stock dividends .....................................          --         --           --            --

Other comprehensive income:
   Unrealized gain on available-for-sale securities          --         --           3,500        346,500--            --

Net loss ..........................................          --         --           --            --             --
                                                      -----------   -------   -----------   -----------

Balances at September 30, 1999 ....................        11,050       --        198,383    13,106,401

                                                                      Accumulated
                                                                         Other
                                                     Accumulated     Comprehensive     Unearned
                                                        Deficit      Income (Loss)    ESOP stock     Total
                                                    ------------     -------------    ----------     -----

Balances at September 30, 1998 ....................   (13,907,049)          --           --         171        (350,408     11000)    (3,042043,464177)

Issuance of common shares on exercise of
   stock options ..................................          --                        --            --           256,840         53,947787

Issuance of common shares for interest ............          --                        --            --          15772,694        756,834528

Issuance of common shares for guarantee ...........          --                        --            --           262,500         60,000

Issuance of Convertible Series B Preferred
   stock, net of issuance costs of
    $244,853 .......................................        11,050                   --             --            --          849860,097147

Issuance of common shares in settlement
    of lawsuit .....................................                     --                        --           5            --          325,500        319,500000

Issuance of common shares for extension
    of debt ........................................          --                        --             441         24            --           25,559000

Preferred stock dividends .........................       (48,154)          --           --            --             --          (48,154)

Other comprehensive income:
   Unrealized gain on available-for-sale
      securities ..................................securities          --                     247,937          --            --             --          247,937

Net loss ..........................................    (3,189,048)          --           --            --             --       (3,189,048)
                                                      -----------       -----------   -----------    -----------

Balances at September 30, 1999 ....................   $    11(17,050         --         198144,383     13251)       247,106937      (350,401000)    (3,930,480)

(Continued)

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-7

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

                                                                    Accumulated
                                                                       Other
                                                      Accumulated   Comprehensive    Unearned
                                                        Deficit     Income (Loss)   ESOP stock       Total
                                                      -----------   -------------   ----------       -----

Balances at September 30, 1997 ....................    (7,433,714)          --        (350,000)     3,351,991

Issuance of common shares for interest ............          --             --            --          221,667

Common Stock received and canceled in
   disposition of net assets of discontinued
   operations .....................................          --             --            --         (493,500)

Issuance of common shares for branch
   offrice ........................................          --             --            --          350,000

Net loss ..........................................    (6,473,335)          --            --       (6,473,335)
                                                      -----------    -----------   -----------    -----------

Balances at September 30, 1998 ....................   (13,907,049)          --        (350,000)    (3,043,177)

Issuance of common shares on exercise of
   stock options ..................................          --             --            --           56,787

Issuance of common shares for interest ............          --             --            --          772,528

Issuance of common shares for guarantee ...........          --             --            --           62,500

Issuance of Convertible Series B Preferred
   stock, net of issuance costs of
   $244,853 .......................................          --             --            --          860,147

Issuance of common shares in settlement
   of lawsuit .....................................          --             --            --          325,000

Issuance of common shares for extension
   of debt ........................................          --             --            --           25,000

Preferred stock dividends .........................       (48,154)          --            --          (48,154)

Other comprehensive income:
   Unrealized gain on available-for-sale
      securities ..................................          --          247,937          --          247,937

Net loss ..........................................    (3,189,048)          --            --       (3,189,048)
                                                      -----------    -----------   -----------    -----------

Balances at September 30, 1999 ....................   (17,144,251)       247,937      (350,000)    (3,930,480)

See accompanying notes to consolidated financial statements.

eVISION USA.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

                                                                                    Convertible         Convertible
                                                                                       Series B             Series B-1                 Additional
                                                                                       Preferred            Preferred       Common      Paid-in
                                                                                           Stock                    Stock                   Stock             Capital
                                                                                      -----------     -----------      ------         ----------

Balances at September 30, 1999 ........   $    11,050           --          198,383    13,106,401

Conversion of Convertible Series B
      Preferred Stock to Convertible
    Series B-1 Preferred Stock ........       (11,050)        11,050           --            --
   Series B-1 Preferred Stock

Issuance of Convertible Series B-1
        Preferred Stock, net of issuance
        costs of $1,852,672 ..............          --          138,950           --      11,903,378

Issuance of common stock for
        payment of interest ..............          --             --           17,050       826,783

Issuance of common stock on
        exercise of options and warrants .          --             --           25,143     1,034,077

Conversion of Convertible
        Series B-1 Preferred Stock to
        common stock .....................          --           (5,082)         5,082          --

Stock-based compensation ..............          --             --             --         668,750

Payment of ESOP note ..................          --             --             --            --

Preferred stock dividends .............          --            3,904           --         385,663

Other comprehensive income:
        Unrealized loss on available-
              for-sale securiiessecurities ............          --             --             --            --
        Foreign currency translation .....          --             --             --            --

Investment in Online 
International
         common stock, at cost ............          --             --             --            --

Net loss ..............................          --             --             --            --
                                                                                -----------    -----------    -----------   -----------

Balances at September 30, 2000 ........   $      --          148,822        245,658    27,925,052
                                          ===========
                                                    Accumulated       Investment
                                                      Other           in Online       Unearned
                                     Accumulated   Comprehensive     International      ESOP
                                       Deficit     Income (Loss)         Stock          Stock         Total
                                     -----------   -------------     -------------    ===========--------        -----

Balances at September 30, 1999 ....   (17,144,251)       247,937           --         (350,000)    ===========(3,930,480)

Conversion of Convertible Series B
  Preferred Stock to Convertible ..          --             --             --             --             --
   ===========Series B-1 Preferred Stock

Issuance of Convertible Series B-1
   Preferred Stock, net of issuance
   costs of $1,852,672 ............          --             --             --             --       12,042,328

Issuance of common stock for
   payment of interest ............          --             --             --             --          843,833

Issuance of common stock on
   exercise of options and warrants          --             --             --             --        1,059,220

Conversion of Convertible
   Series B-1 Preferred Stock to
   common stock ...................          --             --             --             --             --

Stock-based compensation ..........          --             --             --             --          668,750

Payment of ESOP note ..............          --             --             --          350,000        350,000

Preferred stock dividends .........    (1,749,564)          --             --             --       (1,359,997)

Other comprehensive income:
   Unrealized loss on available-
      for-sale securities .........          --         (259,022)          --             --         (259,022)
   Foreign currency translation ...          --            5,330           --             --            5,330

Investment in Online
International
    common stock, at cost .........          --             --       (2,545,286)          --       (2,545,286)

Net loss ..........................    (4,902,223)          --             --             --       (4,902,223)
                                      -----------    -----------    -----------    -----------    -----------
Balances at September 30, 2000 ....   (23,796,038)        (5,755)    (2,545,286)          --        1,972,453

(Continued)

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-8

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)

                                                         Accumulated      Investment                                       Convertible
                                                             Other         in                                       Series OnlineB-1                   Additional
                                         Accumulated                                        Preferred        Common       Paid-in     Comprehensive   International    UnearnedAccumulated
                                           Deficit       Income (Loss)                                                Stock        ESOP stock           Stock       TotalCapital       Deficit
                                                                                -----------            ------     -------  ---    ---------     ----------       -----

Balances at September 30, 19992000 ........   (17$   148,144822        245,251)       247658    27,937           --         (350925,000)052    (323,930796,480038)

ConversionExpiration of Convertiblewarrants Seriesheld Bas
    Preferredinvestment Stockin toparent Convertible
    Seriescompany B-1 Preferred Stock ........          --             --                         --             --             --

IssuanceExtension of Convertiblewarrants Series B.............          -1-             --         286,211           --
     Preferred
Reduction Stock,of netdebt ofto issuanceparent
     costs  for ofearly $1,852,672repayment ..............          --             --                       60,000           --             --       12,042,328

Issuance of common stock for
        payment of interest ..............          --                         4,286       207,825           --             --             --          843,833

Issuance of common stock on
        exercise of options and warrants .          --             --             --             --                    1,059071        20,220343           --

Conversion of Convertible
        Series B-1 Preferred Stock to
        common stock ...................        (6,878)         6,878          --             --

Preferred stock dividends .........        10,543           --       1,042,801     (2,253,297)

Other comprehensive income:
   Unrealized loss on available-
     for-sale securities ..........          --             --            --             --
   Foreign currency translation ...          --             --            --             --

StockSale of investment in Heng Fung
    common stock, at cost .........          -based-             --      (1,444,603)          --

Net compensationloss ..........................          --             --                         --                   (15,052,312)
                                      -----------    -----------   -----------    -----------

Balances at September 30, 2001 ....   $   152,487        257,893    28,097,629    (41,101,647)
                                      ===========    ===========   ===========    ===========

                                        Accumulated     Investment
                                           Other        in Online
                                       Comprehensive   International
                                       Income (Loss)      Stock          668Total
                                       -------------   -------------     -----

Balances at September 30,750 2000 ....        (5,755)    (2,545,286)     1,972,453

PaymentExpiration of ESOPwarrants noteheld as
investment in parent company ......          --           92,806         92,806

Extension of warrants .............          --             --          286,211

Reduction of debt to parent
  for early repayment .............          --             --          350           60,000        350,000

PreferredIssuance of common stock dividendsfor
   payment of interest .............    (1          --             --          212,749111

Issuance of common stock on
   exercise of options and warrants          --             --           21,564)414

Conversion of Convertible
   Series B-1 Preferred Stock to
   common stock ...................          --             --             --

Preferred stock dividends .........          --             --       (1,359199,997953)

Other comprehensive income:
        Unrealized loss on available-
             for-sale securiiessecurities ............          --                (25910,022049)          --             --                   (25910,022049)
        Foreign currency translation .....          --            5        31,330272           --             --            5           31,330272

InvestmentSale of investment in OnlineHeng InternationalFung
         common stock, at cost ............          --             --       (        2,545452,286)          --       (2480      1,545007,286)877

Net loss ..............................    (4,902,223)          --             --             --             (415,902052,223312)
                                                                                -----------    -----------    -----------    -----------    -----------

Balances at September 30, 20002001 ........   (23,796,038)        (515,755)    (2,545,286)          468           --        1      (12,972578,453170)
                                                                                ===========    ===========    ===========    ===========    ===========

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-9

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                                                                          Year Ended September 30,
                                                                     ----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                     2001            2000                       1999           1998
                                                                                                                                               ----                       ----                       ----

Net loss .........................................................   $(15,052,312)     (4,902,223)         (3,189,048)    (6,473,335)
Adjustments to reconcile net loss to net cash used in
   continuing operations:
     Allowance for loan and interest impairment .............       .....        829,588         866,833                       --             --
     Equity in loss of unconsolidated affiliate .............       497.....      1,660           087,024            --                           --
     Realized gain on sales of investment securities ........      .....           --          (356,492)             (447,863)          --
     Issuance of common shares and options in exchange
        for services, interest expense and settlement
        agreement ...........................................     .....        498,322       2,021,824             1,097,528        555,761
     Gain on sale of assets .................................       .....         73,096         (8782,147)         (1,682,000)          --
     Loss from discontinued operations ......................          --             --          409.....      7,068439,296         797,559       2,521,660
     Depreciation and amortization ..........................       514.....      1,125        427421,816        389695         120,234431          41,659
     Amortization of financing costs ........................       .....        107,681         126,431                 108,062           --
     Accretion of discount on credit card accounts receivable       ....       (562,490)       (163,168)                     --             --
     Accretion of discount on investment in debt securities .      .....           --          (185,491)             (808,270)          --
     ExtraordinaryFinancing gainfees received in shares .....................................                 (584,278)           --                           --         (915,000)
     Amortization of deferred rent ..........................      .....        (11485,061545)             (114,051061)       (61114,763051)
     Accretion of discount on convertible bonds .............        .....         55,287          67,046                 114,601          6,576
     Minority interest in earnings (loss) ...................       .....     (1,984,138)        604,633                 224,036       (129,363)
     Other ..................................................          --          .....         22,972         (1452,883731)       290        (22,320152)
     Changes in operating assets and liabilities:
        Decrease (increase) in trade receivables .................       676(183,997139)        885,526         147,923       (370,870)
        Decrease (increase) in other receivables ............      (482.....          2,977)       125779         203,216       502         (28591,217341)
        Decrease (increase) in securitiesaccounts ownedreceivable, netrelated ........       199         70,788     862        (1195,125,617923)      (816,763)           --
        Decrease (increase) in otheraccrued assetsinterest .................    .       (1269,399,911704)         5       (457,464        562,450122)           --
        IncreaseDecrease (decreaseincrease) in accountsaccrued payableinterest, and
related .........       (160,730)       (367,752)           accrued--
        Decrease expenses(increase) in securities owned, net .............        373,949         264,722        (901,524)
        Decrease (increase) in other assets ....................      (793..        548,894        (408,859)       681,879       (701222,701742)
        ChangeIncrease (decrease) in amountaccounts duepayable to/fromand
           clearingaccrued organizationexpenses ............................       177..........      1,826758,158        538(210,109      234)        364,285
        Increase (decrease) in accrued interest payable ..........         (1,635667)           --              --
        Increase (decrease) in accrued interest payable,065 related..        607,639            --              --
        Increase (decrease) in deferred revenue .............          .....         (8,405)           --                   (110,870)       118,800
        Increase (decrease) in other current liabilities .........        53,533        (4177,475592)        57218,019748           9,744
                                                                                                                                     ------------    ------------    ------------

Net cash used in continuing operations ......................    .....     (24,678072,182754)         (41,063318,443948)         (52,729960,719363)
Net cash providedused byin discontinued operations ................          --             --          597.........     (2,682617,306)        409,507      (1,103,080)
                                                                                                                                     ------------    ------------    ------------

            Net cash used in operating activities ...........    .....     (26,678690,182060)           (909,441)     (4,063,443)    (5,132,037)
                                                                                                                                     ------------    ------------    ------------
(Continued)

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-10

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                                                                                                                                       Year Ended September 30,
                                                                            ------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                2001           2000                       1999            1998
                                                                                                                                                          ----                       ----                       ----

   Purchase of property, furniture and equipment ..................     ..       (1135,761,948668)           (2381,263571,224)       (74676,576048)
   Proceeds from sale of property, furniture and equipment ........         90..           --           85,160                 144,849            --
   (Investment in) redemption of certificate of deposit ...........        575,000        (575,000)           --
   Advances on notes receivable, related party ....................     ..       (500,000)    (2,000,000)         (3,400,000)           --
   Purchase of available-for-sale securities ......................       ..           --         (255,007)         (4,635,275)           --
   Proceeds from sale of debt securities ..........................      ..           --        2,204,608             4,306,603            --
   Advances on notes receivable ...................................     ..           --       (1,150,000)             (300,000)           
   Increase in credit card facilities receivable ....................     (4,107,645)          --             --
   Purchase of credit card accounts receivable ......................     (2,980,022)    (4,645,040)                     --              --
   Proceeds from repayment of credit card accounts receivable .......      6,686,604      1,979,893                       --              --
   OtherProceeds investingfrom activitiessale of LIL Capital .....................................           --             --          6150,153           5,463        (284,862)000
   Proceeds from salerepayment of LILESOP Capitalnote ..............................           --           150          350,000                       --
   ProceedsInvestment fromin repaymentGlobal ofMed ESOP note ...........................        350..............           --         (500,000            )          --              --
   InvestmentProceeds infrom Globalsale Medof Heng Fung stock ............................      1,007,877           --             --
   Proceeds from repayment of notes receivable ...........       (500...........      1,000),000           --                           --
   Purchase of convertible debentures and minority interest .........       (109,932)      (560,078)          --
   Cash included through Global Med consolidation .........................        (84      1,925)566,172           --                           --
   PurchaseOther ofinvesting convertibleactivities debentures .......................................         97,620          6,153          5,463
   Capital infusion from parent to discontinued operations ..........       (475630,153000)           --              --    (1,768,741)    (1,700,000)
   Net cash provided(used) by discontinued operations ...................           --              --           221        627,975849      2,158,017        962,785
                                                                                                                                               ------------    ------------    ------------
Net cash provided by (used in) investing activities .............................      2,522,855     (5,666,259)         (4,541,623)       (809,463)
                                                                                                                                               ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from issuance of Fronteer Development Private
        Placement Units, net of offering costs ......................           --                        --          534,953       6,297,898
  Proceeds from issuance of convertible debentures to related party..           --                      --        1,000,000       7,000,000
  Proceeds from sale of eBanker March 1999 units, net of
        offering costs ..............................................           --             --        (19,127)      4,678,754            --
  Proceeds from issuance of preferred stock, net of offering costs       ..           --       12,042,328                 860,147            --
  Net payments on borrowings from related parties .................           ..       (600,000)          --                           --          (150,102)
  Principal payments on borrowings ................................        ..       (58108,237438)        (613,922790)               (8636,366563)
  Payment of dividends on preferred stock ...........................       (614,205)      (526,694)                     --              --
  Net proceeds from exercise of stock options and warrants ..........         21,414        549,978          56         84,787            --222
  ProceedsOther fromfinancing exerciseactivities of eBanker warrants ......................           --            27,435            --
  Other financing activities ..................           --          (19,127)        (9,968)
  Net cash used by discontinued operations ....................           --            ......        (949,968079)               (8854,000447)       (25,359)
                                                                                                                                               ------------    ------------    ------------
Net cash provided by (used in) financing activities .........................     (1,350,308)    11,988,248             7,086,186      12,973,430
                                                                                                                                               ------------    ------------    ------------

Effect of exchange rate on cash .....................................         14,752         (4,859)                     --              --
                                                                                                                                               ------------    ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..............      3..     (5,638502,948      761)     5,407,689     (1,518,880)
Less net decrease (increase) from discontinued operations ...........      72,031038,930536     (2,513,077)       165,654
                                                                         -----------    -----------    -----------
Net (decrease) increase in cash from continuing operations ..........     (3,464,225)     2,894,612     (1,353,226
                                                                         -----------    -----------    -----------

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR ........................      79,593132,772       9976      6,112238,652       2364      7,080591,722590
                                                                                                                                               ------------    ------------    ------------

CASH AND CASH EQUIVALENTS, END OF YEAR ............................   ..    $ 115,232668,720       7751      9,593132,772       9976      6,112238,652364
                                                                                                                                               ============    ============    ============
(Continued

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-11

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                                                                                                                    Year Ended September 30,
                                                                    ----------------------------
                                                                                                                                               2001         2000        1999       1998
                                                                                                                                               ----                 ----               ----
Cash payments for:
   Interest:
      Continuing operations ..................................   $       1,068,386      996971,275781      31,178    22,425
      Discontinued operations ..............................             ..               4,313       24,494        --          
                                                                 --       9,350
                                                               ---------------   ----------   ---------

                        Total cash paid for interest .........   $       1,072,699      996,275      31,178    31,775
                                                                                                                                =================   ==========   =========

   Income taxes ..............................................   $         574,988      283,371     160,780     7,047
                                                                                                                                =================   ==========   =========

OTHER NONCASH INVESTING AND FINANCING ACTIVITIES:

   CommonInterest stockpaid receivedto forrelated saleparty ofby discontinued
      operationsissuance of  stock ......   $         212,111      843,833     772,528
                                                                 =================   ==========   =========

  Note receivable exchanged for stock of LIL Capital .........   $            --           --     2,850,000
                                                                 =================   ==========   =========

  Net assets acquired in acquisition-Global ............................   $       4,966,474         --          --     493,500
                                                                                                                                =================   ==========   =========

   Interest  Transfer paidof toassets relatedfor partyownership byinterest issuancein of
      commonAPR stock ...........   $         888,894         --          --
                                                                 =================   ==========   =========

  Payment of dividend by Heng Fung ..............................   $      843         589,833     772,528   221,667889         --          --
                                                                                                                                =================   ==========   =========

   Acquisition  Payment of furnitureaccounts andreceivable equipmentwith byshares issuance
      of common stock ......................................   $         150,000         --          --      15,906
                                                                                                                                =================   ==========   =========

  Reduction Notein receivableconvertible exchangeddebentures for stockearly ofpayment LIL Capital ........   $          60,000         --     2,850,000                --
                                                                                                                                =================   ==========   =========

  Note receivable and accrued interest receivable
     exchanged for stock of LIL Capital ......................   $               --     (3,221,292)       --        --
                                                                                                                                =================   ==========   =========

  Shares issued for guaranty of dividends on
      Convertible Series B-1 Preferred Stock .................   $                     --           --        62,500      --
                                                                                                                                =================   ==========   =========

  Shares issued for financing costs ..........................   $                     --           --        25,000      --
                                                                                                                                =================   ==========   =========

  Shares issued in settlement of litigation ..................   $                     --           --       325,000      --
                                                                                                                                =================   ==========   =========

  Equipment purchased under capital lease ....................   $                     --           --       146,653      --
                                                                                                                                =================   ==========   =========

  Acquisition of real property by issuance of note payable ...   $                  --        862,375        --        --
                                                                                                                                =================   ==========   =========

  Acquisition of credit card accounts receivable by issuance
      of note payable ........................................   $                --      2,980,022        --        --
                                                                                                                                =================   ==========   =========

See accompanying independent auditors’ report and notes to consolidated financial statements.

F-12

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF 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 ~~USA.Com~~ International, Inc. and its subsidiaries are referred to collectively as eVision or the Company. As of ~~March~~September 1530, 2001, eVision’s ~~consolidated~~ consolidated subsidiaries include companies that:

As of September 30, 2001, eVision is majority owned by ~~Online~~Heng ~~Credit~~Fung ~~International~~Holdings Limited (Heng Fung formerly known as Online Credit International Limited) and its subsidiary, Online Credit Limited (Online Credit). ~~Online~~Heng ~~International~~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 ~~Online International~~Heng Fung, Online Credit Card Limited (OCCL). Also at times during the last three ~~Consequently~~years, Global Online Funds, Inc. (Global Online) a wholly-owned subsidiary of eVision owned securities of Heng Fung through Lil Capital, Inc. (formerly known as Fronteer Capital, Inc. or Fronteer Capital) wholly-owned by Global Online. Consequently, ~~International~~eVision, Heng Fung, Online Credit, OCCL, eBanker, ~~and~~ Global Med, Global Online and Lil Capital, Inc. are considered related parties.

~~eVision~~On ~~and~~June ~~certain~~8, of2001, ~~its~~eVision ~~subsidiaries~~and ~~have~~Online Credit, entered into ~~significant~~an ~~related~~agreement ~~party~~whereby ~~transactions~~eVision ~~with~~agreed to pay ~~Online~~$7,314,316 ~~International~~of orprincipal ~~certain~~and ofinterest, ~~its~~in ~~subsidiaries.~~the ~~Mr.~~form ~~Fai~~of H.transferring ~~Chan,~~ownership asof ~~Chairman~~assets, ofto ~~eVision,~~Online orCredit ~~other~~in ~~members~~satisfaction of ~~the~~certain ~~Board~~convertible ofdebentures outstanding ~~Directors~~subject to the approval of the eVision, ~~may~~shareholders. The ~~identify~~shareholders ~~and~~approved ~~establish~~this ~~the~~transaction ~~terms~~on ofNovember ~~various~~28, ~~transactions~~2001. ~~into~~The ~~which~~assets of eVision ~~and its~~which ~~subsidiaries~~will ~~and~~be ~~Online~~used ~~International~~as orsatisfaction ~~certain~~ of ~~its~~the ~~subsidiaries~~convertible ~~may~~debentures ~~enter.~~identified ~~Additionally,~~above ~~Mr.~~consist ~~Chan~~of isall ~~Chairman~~debt, ofequity ~~Online~~and ~~International~~derivative ~~and~~instruments ~~Online~~of ~~International~~eBanker ~~has~~owned ~~provided~~by ~~funding~~eVision, inexcept ~~the~~that ~~past~~owned toby ~~eVision~~American ~~through~~Fronteer; ~~the~~all ~~purchase~~ shares of Global ~~eVision’s~~Growth ~~convertible~~Management, ~~debentures~~Inc. ~~See~~(Global ~~the~~Growth) ~~discussions~~a ofwholly-owned ~~such~~subsidiary of ~~transactions~~eVision; inand ~~Notes 4~~1, 8050,000 9,common ~~10,~~shares ~~12,~~of ~~13,~~Global 16Med. Consequently, 17as of November 28, 202001, 23eBanker and 27Global Med will no longer be part of the eVision consolidated financial statememts.

~~Certain~~eVision ofand ~~the~~certain ~~lending~~of its ~~arrangements~~subsidiaries ~~eBanker~~have ~~has~~ entered into ~~were~~significant ~~identified,~~related ~~and~~party ~~terms~~transactions ~~were~~with Heng ~~established,~~Fung byor Mrcertain of its subsidiaries. ~~Chan~~Mr. ~~Online~~Fai ~~International~~H. ~~participated~~Chan, inas ~~certain~~Chairman of ~~these~~eVision, or ~~lending~~other ~~arrangements.~~members ~~Additionally,~~of ~~certain~~the Board of ~~these~~Directors ~~arrangements~~of ~~are~~eVision, ~~with related~~may ~~parties;~~identify ~~see~~and ~~further~~establish the ~~discussion~~terms of ~~these~~various transactions ininto ~~Notes~~which 3,eVision 8and its subsidiaries and Heng Fung or certain of its subsidiaries may enter. Additionally, 9Mr. Chan is Chairman of Heng Fung and 27Heng Fung or Online Credit has provided funding in the past to eVision through the purchase of eVision’s convertible debentures.

F-13

AseVISION a result of these transactions and relationshipsINTERNATIONAL, the financial condition and results of operations of eVision may not necessarily be indicative of those that would have resulted if eVision and Online International were unaffiliatedINC. AND SUBSIDIARIES

The Company’s investment in Global Med is accounted for under the equity method. The consolidated financial statements include all of the following majority owned or controlled companies. All significant intercompany transactions have been eliminated.

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

~~American~~As ~~Fronteer Financial Corporation (American Fronteer or AFFC),~~ a ~~wholly~~result ~~owned subsidiary~~ of ~~eVision,~~these ~~engaged~~transactions in the retail stock brokerage business until December 19, 2000 when certain of its assets were exchanged for an ownership interest in an unrelated broker/dealer. American Fronteer was registered as a broker/dealer with the Securities and ~~Exchange Commission (Commission)~~relationships, ~~was a member of~~ the ~~National Association~~financial ofcondition ~~Securities Dealers (NASD)~~ and ~~the~~results ~~Boston Stock Exchange, an associate member~~ of ~~the American Stock Exchange, and registered as a securities~~ ~~broker/dealer~~operations ~~in all 50 states. American Fronteer was a member~~ of ~~the~~eVision ~~Securities Investor~~may ~~Protection~~not ~~Corporation~~necessarily ~~(SIPC)~~be ~~and~~indicative other regulatory and trade organizations. American Fronteer was licensed to sell insurance products in certain states. Subsequent to September 30, 2000, 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~~those ~~retail~~that ~~securities~~would ~~brokerage and investment~~have ~~services,~~resulted ~~trading~~if ~~fixed~~eVision ~~income~~ and ~~equity~~Heng ~~securities,~~Fung ~~providing~~were 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 productsunaffiliated.

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 certain assets of American Fronteer, as discussed below. This option was exercised on February 27, 2001. eVision has the option to nominate two members to the board of directors of APR. The ~~investment~~consolidated ~~in APR will be~~financial ~~accounted~~statements ~~for~~include ~~under~~all ~~the equity method~~ of ~~accounting. Under~~ the ~~equity~~following ~~method, eVision~~majority ~~will~~owned ~~report its share of the net income~~ or ~~loss~~controlled ~~of APR on one line item in the financial statements~~companies. ~~Because the transaction was an exchange of~~ ~~ownership~~All ~~interests~~significant inintercompany ~~securities~~transactions ~~broker/dealers, the operations of American Fronteer~~ have ~~not~~ been ~~reflected as discontinued operations~~eliminated. ~~See the unaudited summary proforma financial information in Note 27.~~

AseBanker consideration for the 24USA.9% interest in APR and the optioncom, American Fronteer conveyed to APR certain assets relating to American Fronteer’s retail brokerage and other operations in Albany, New York; Chicago, Illinois; Atlanta, Georgia; Dallas, Texas; Colorado Springs, Colorado; San Francisco, California; and Denver, ColoradoInc. 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.

IneBanker ~~conjunction~~is ~~with~~a ~~the APR~~consolidated ~~transaction,~~subsidiary itof ~~was~~eVision ~~determined~~as byof ~~management~~September ~~that~~30, ~~three~~2001. ~~American~~eVision ~~Fronteer~~owned ~~branch~~40% of the ~~offices~~outstanding ~~would~~common ~~not~~stock beand ~~used~~100% ~~for~~of ~~further~~the ~~operating~~outstanding ~~purposes.~~preferred ~~The~~stock ~~Company~~of ~~estimates~~eBanker. ~~that~~The ~~the~~common ~~discounted~~shareholders ~~present~~of ~~value~~eBanker ofare ~~future~~entitled ~~lease~~to ~~payments~~50% onof ~~these~~the ~~offices~~votes to elect the bemembers ~~approximately~~of ~~$600,000,~~the ~~which~~board ~~potentially~~of ~~may~~directors beand ~~offset~~the bypreferred ~~sublease~~shareholder ~~income~~is orentitled to 50% of the ~~ability~~votes to ~~terminate~~elect the ~~lease~~members ~~agreement,~~of ~~and~~the ~~will~~board beof ~~taken~~directors. aseBanker has entered into a ~~charge~~management agreement with eVision to assist in the ~~statement~~management of eBanker’s ~~operations~~business including providing assistance in the ~~quarter~~(i) ~~ended~~identification of ~~December~~lending 31opportunities, ~~2000~~(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.

~~eVISION~~eBanker ~~USA~~was created with the purpose of providing a wide range of financial lending products and services.~~COM~~ eBanker intends to identify, ~~INC~~target and serve high-margin, global financial market segments. ~~AND~~eBanker ~~SUBSIDIARIES~~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, 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. These acquisitions 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.

Global Med Technologies, Inc.

F-14

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~eBanker USA~~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.~~com~~ SAFETRACE TX™ provides electronic cross-matching capabilities to help insure blood compatibility with patient-recipients and will track, inventory, ~~Inc~~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.

~~Fronteer~~During ~~Development Finance Inc.~~1999, aGlobal ~~Delaware corporation (Fronteer Development), was incorporated in~~Med ~~the~~formed ~~state of Delaware in March 1998 to operate as~~ a ~~finance~~subsidiary, ~~company~~PeopleMed. ~~eCredit Income Growth~~com, Inc. ~~(eCredit)~~, ~~formerly~~a ~~Fronteer~~Colorado ~~Income Growth Inc.~~corporation, awhich ~~wholly~~is ~~owned~~approximately ~~subsidiary~~83% ofowned ~~Fronteer~~by ~~Development~~Global Med, ~~was~~to ~~incorporated~~develop ina ~~September~~software ~~1998~~application ~~under~~designed ~~the~~to ~~International~~give ~~Business~~HMO ~~Companies~~providers ~~Ordinances~~and ofother ~~the~~third ~~Territory~~party ofpayers ~~the British~~access ~~Virgin~~to ~~Islands.~~clinical information Infor ~~March~~chronic ~~1999,~~disease ~~Fronteer~~patients. ~~Development~~This ~~was~~application ~~merged~~will ~~into~~allow doctors ~~eBanker~~and ~~USA.com,~~other ~~Inc.~~medical ~~(eBanker),~~employees aaccess ~~Colorado~~to ~~corporation,~~a ~~primarily~~patient’s ~~for~~history. ~~the~~The remaining ~~purpose~~17% of ~~effectuating~~PeopleMed ais ~~name~~owned ~~change~~primarily toby ~~eBanker~~certain officers and ~~becoming~~directors aof ~~Colorado~~Global ~~corporation~~Med.

~~eBanker is a consolidated subsidiary of eVision.~~ As of September 30, 2000, the ~~eVision~~Company owned ~~39%~~a total of ~~the outstanding~~1,815,907 ~~common~~shares ~~stock~~(eBanker ~~and~~765,907 ~~100%~~shares) of ~~the outstanding preferred~~ common stock of ~~eBanker~~Global Med. ~~The~~ ~~common~~This ~~shareholders~~represented ~~of eBanker are entitled to 50~~13.45% of the ~~votes~~total tooutstanding ~~elect~~shares ~~the~~of ~~members~~Global ofMed ~~the~~common ~~board~~stock. ofIn ~~directors~~November ~~and~~2000, ~~the~~as ~~preferred~~described ~~shareholder~~in isNote ~~entitled~~11, toeBanker ~~50%~~acquired ofan ~~the~~additional ~~votes~~8,697,600 toshares ~~elect the members~~ of ~~the~~common ~~board~~stock of ~~directors.~~Global ~~eBanker~~Med ~~has~~in ~~entered~~connection ~~into a management agreement~~ with ~~eVision to assist in~~ the ~~management~~refinancing of ~~eBanker’s~~ ~~business~~the ~~including~~financing ~~providing~~agreements ~~assistance~~discussed inbelow. ~~the~~As a ~~(i)~~result ~~identification~~ of ~~lending~~these ~~opportunities~~transactions, ~~(ii)~~eBanker ~~credit~~gained ~~analysis~~control of ~~potential~~Global ~~borrowers,~~Med ~~(iii)~~with ~~structure~~approximately 43% of ~~loans,~~the ~~including~~outstanding ~~yield-enhancing~~common ~~equity~~stock ~~participation~~ and ~~collateral~~ ~~arrangements~~Global ~~and~~Med ~~(iv)~~is ~~administration~~reflected ~~of loans. In exchange for such~~in ~~services,~~ eVision’s isconsolidated ~~entitled~~financial tostatements anas ~~annual~~a ~~fee~~consolidated ~~equal~~subsidiary ~~to 10%~~ of ~~eBanker’s~~ ~~pretax profits as determined from~~ eBanker’s ~~annual~~effective ~~audited~~November ~~financial statements.~~20, ~~This fee is eliminated in eVision’s consolidated financial statements~~2000.

DuringGlobal theOnline year ended September 30Funds, 2000, eVision purchased 56,000 shares of eBanker common stock, warrants to purchase 280,000 shares of common stock and convertible debentures of $560,000 from eBanker shareholders for $571,628Inc. eVision also purchased 307,692 newly issued shares of common stock directly from eBanker for $1,999,998. As a result, eVision owned 39% of the outstanding common stock of eBanker as of September 30, 2000. Subsequent to 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.

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.

F-15

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

Skyhub Asia Holdings Limited

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.

F-16

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Q6 Technologies, Inc.

Q6 Technologies~~, Inc. (Q6~~’ ~~Technologies)~~interest ~~is a Colorado corporation formed~~ in ~~March~~Secutron ~~1999~~was ~~by Q6 Group, LLC, a Pennsylvania limited liability company, and eVision. In June 1999, Q6 Technologies~~ acquired ~~from~~in ~~eVision 73% of~~ the ~~outstanding~~early ~~common~~formation ~~stock of Secutron Corp. (Secutron), a Colorado corporation that designed, developed, installed, marketed~~ and ~~supported~~capitalization ~~software systems for the securities brokerage~~of ~~industry.~~Q6 ~~At that time, Secutron was consolidated with eVision~~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 ~~litigation~~a lawsuit by eVision and ~~Secutron. Q6 Technologies and eVision~~ ~~determined that the businesses of~~ Secutron ~~and its wholly owned subsidiary, MidRange Solutions Corp~~. (MidRange), were not an appropriate part of Q6 Technologies’ long-term business strategy. In December 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~~Q6 ~~USA~~Technologies conducted a private placement of certain of its Class B common stock during the year ended September 30, 2000.~~COM~~ AFFC received $144,613 ~~INC~~in investment banking fees and received and paid commissions of $482,043, during the year ended September 30, 2000, relative to this private placement. ~~AND~~AFFC ~~SUBSIDIARIES~~also received 500,000 shares of Class B Common stock of Q6 Technologies as selling agent.

American Fronteer Financial Corporation

Until December 19, 2000, one of eVision’s significant subsidiaries, American Fronteer, operated as a broker/dealer in securities. These operations have been accounted for as discontinued operations. See Note 3 for a more complete description of this subsidiary.

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.

F-17

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In ~~August~~January 2000, Q6eVision ~~Technologies~~acquired ~~completed~~100% aof ~~private~~the ~~placement.~~outstanding ~~AFFC~~stock ~~acted~~of asGlobal ~~placement~~Growth, ~~agent~~a ~~and~~Canadian corporation, ~~received~~from aRobert ~~commission~~H. ofTrapp, ~~10%~~an officer and adirector ~~nonaccountable~~of ~~expense~~eVision, ~~reimbursement~~for of$1. 3%There ofwere no ~~the~~assets ~~gross~~or ~~proceeds,~~liabilities ~~which~~of ~~equaled~~Global ~~$482,043~~Growth. ~~and~~In ~~$144~~January 2000,~~613,~~ ~~respectively.~~Global InGrowth entered ~~addition,~~into ~~AFFC~~an ~~received~~agreement ~~500,000~~to ~~shares~~purchase ofreal ~~the~~property ~~Class~~from Ban ~~Common~~unaffiliated ~~Stock.~~party ~~The 500,000~~in ~~shares~~Vancouver, ofBritish ~~Class~~Columbia BCanada, ~~Common~~subject ~~Stock~~to ~~owned~~certain bygeneral ~~AFFC~~conditions. ~~represent~~The property ~~approximately~~is 4%commercial ofreal ~~the total~~estate ~~outstanding~~and ~~common~~served ~~shares~~as ofthe Q6offices ~~Technologies~~for eBiz Web Solutions.

AseVision ofalso ~~September~~has ~~30, 2000,~~the ~~eVision~~following ~~and~~wholly ~~AFFC~~ owned asubsidiaries ~~total~~with ofminor ~~16%~~operating ofactivities: ~~the~~eVision Corporate ~~outstanding~~Services, ~~common shares of Q6 Technologies~~Inc. (eVision ~~and~~Corporate ~~AFFC hold 944~~Services),~~444~~ ~~shares~~a ofColorado ~~Class A Common Stock and~~corporation ~~1,055,556 shares of Class B Common Stock of Q6 Technologies. Q6 Technologies has investments in three privately held companies. Mr. Fai H. Chan~~ and ~~Mr.~~Corporate ~~Jeffrey M.~~Net ~~Busch~~Solutions, ~~directors~~Inc. of(Corporate ~~eVision,~~Net ~~each own 50~~Solutions),~~000~~ ~~shares~~a ~~of Class A Common Stock~~Colorado ~~of Q6 Technologies~~corporation. ~~eVision accounts for its investment in Q6 Technologies using the cost method of accounting for investments in common stock.~~

SecutronNOTE Corporation2. RISKS AND UNCERTAINTIES

~~Secutron~~Subsequent ~~was~~to ~~incorporated~~September 30, in2001, ~~Colorado~~with inshareholder ~~May~~approval ~~1979.~~on ~~Secutron’s~~November ~~wholly owned subsidiary~~28, ~~MidRange~~2001, iseVision atransferred ~~Colorado~~ownership ~~corporation~~of ~~formed~~certain assets in payment of principal and interest of $7,314,316 on ~~January~~convertible 1debentures owing to the Company’s largest creditor, ~~1993~~Online Credit. ~~MidRange~~The ~~was~~shareholders of eVision approved an ~~IBM~~agreement ~~business~~whereby eVision agreed ~~partner~~to ~~selling~~pay ~~IBM~~$7,314,316 ~~hardware~~of principal and ~~hardware~~interest, ~~manufactured~~in bythe ~~competitors~~form of ~~IBM~~transferring ownership of assets, to Online Credit in satisfaction of certain convertible ~~and~~debentures ~~acted~~outstanding. asAs a ~~distributor~~result, ~~for~~the ~~software~~Company ~~products~~has ~~which~~substantially ~~were~~reduced ~~proprietary~~its assets and its convertible debentures due to ~~third parties~~Online Credit. ~~During~~On ~~the~~a ~~year~~proforma ~~ended~~basis as of September 30, ~~2000~~2001, ~~eVision~~assets ~~sold~~have ~~the~~been ~~assets~~reduced ofto $411,827 with total ~~MidRange~~liabilities at $10,302,097 of which ~~resulted~~$9,122,132 inare ancurrent ~~immaterial~~liabilities. Consequently, ~~gain~~the ~~and~~Company ~~ceased~~does ~~the~~not have any significant operations. ofManagement ~~Secutron.~~is ~~Secutron~~in ~~and~~process ~~MidRange~~of ~~were~~determining ~~included~~the best approach in ~~the~~which ~~eServices~~to ~~business~~direct ~~segment~~the Company, ~~which~~including ~~includes~~the ~~computer~~possibility ~~hardware~~of further asset sales, ~~software~~the ~~and~~necessity ~~related~~to ~~technology~~reduce ~~investments~~its liabilities through negotiations with lenders or the possibility of finding a ~~eVision~~suitable merger candidate to provide new revenues.

~~Global~~eVision ~~Online~~was not able to pay ~~Funds~~the dividend on the Convertible Series B-1 Preferred Stock as of April 30 and October 31, ~~Inc~~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.

~~Fronteer~~In ~~Capital,~~connection ~~Inc.,~~with atheir ~~Delaware~~audit ~~corporation~~report ~~wholly~~on ~~owned~~our byConsolidated ~~eVision,~~Financial ~~was~~Statements ~~formed to operate~~ as ~~a holding company~~ of ~~investment~~and ~~opportunities~~for ~~in “small cap” companies. During~~ the ~~years~~ year ended September 30, ~~1999 and 1998~~2001, ~~Fronteer~~Ehrhardt ~~Capital~~Keefe ~~purchased~~Steiner a& ~~total~~Hottman PC, ofeVision’s ~~approximately~~independent ~~122~~certified public accountants,~~084,000~~ ~~shares~~expressed ofsubstantial doubt about the ~~common~~Company’s ~~stock~~ability ofto ~~Online~~continue ~~International in~~as ~~open~~a ~~market~~going ~~transactions~~concern. onThe audited ~~the~~financial ~~Hong~~statements ~~Kong~~contained ~~Stock~~in ~~Exchange.~~this ~~Four~~Annual ~~officers~~Report ~~or directors~~on ofForm ~~the~~10-K reflect ~~Company~~that ~~are~~eVision’s ~~directors~~accumulated ofdeficit ~~Online~~has ~~International.~~climbed Into ~~addition~~$41,101,647 ~~one~~and ~~officer~~stockholders’ ~~and~~equity ~~director~~is ~~beneficially~~now ~~owns~~a ~~approximately~~deficit ~~11%~~ of ~~the~~$12,578,170. ~~outstanding~~eVision’s ~~common~~operations ~~stock~~are ofnot ~~Online~~profitable ~~International.~~and ~~During~~have ~~the~~not ~~year~~been ~~ended~~for ~~September~~the ~~30,~~last ~~1998, eVision~~three ~~recorded~~years. ~~unrealized~~The loss ~~losses~~from oncontinuing ~~its~~operations ~~investment~~for inthe ~~Online~~current ~~International stock~~year ofwas ~~approximately~~ $17,~~573~~613,~~793,~~016 ~~consistent~~and ~~with~~after including ~~their~~discontinued ~~accounting~~operations ~~treatment~~was ~~as trading securities~~$15,052,312.

F-18

IneVISION July 1999INTERNATIONAL, eVision sold to Ladsleigh Investments Limited (Ladsleigh), an unrelated party, 100% of the stock of Fronteer Capital IncINC., nowAND 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 Online International. 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. SUBSIDIARIES

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

InThe ~~March~~following ~~2000,~~is ~~Ladsleigh~~pro forma ~~sold~~financial ~~the~~information ~~Company~~gives aeffect ~~ten year option~~ to ~~reacquire~~the ~~all~~transfer of ~~the~~certain ~~outstanding~~assets ~~stock~~ of the ~~LIL~~Company ~~Capital.~~to ~~eVision~~Online ~~paid~~Credit ~~$250,000~~in exchange for ~~the~~satisfaction ~~option~~of ~~and~~$7,314,316 ~~the exercise price~~ of ~~the~~principal ~~option~~and ~~was~~interest ~~the~~related ~~amount~~to ~~outstanding~~convertible ~~under~~debentures. ~~the~~This ~~note~~pro ~~receivable~~forma ~~plus~~financial information ~~all~~is ~~accrued interest.~~based Inon ~~July~~estimates ~~2000,~~and ~~call~~assumptions ~~options~~as onif the ~~Online~~transaction ~~International stock~~had ~~previously~~occurred ~~sold~~on byOctober ~~Ladsleigh~~1, to2000 ~~other~~in ~~unrelated~~case ~~parties~~of ~~expired~~the ~~unexercised~~results of operations and September ~~eVision~~30, ~~exercised~~2001 ~~its~~in ~~option~~case toof ~~reacquire~~the ~~LIL~~balance ~~Capital~~sheet. The ~~option~~pro ~~price~~forma ~~was~~financial ~~paid~~information does bynot ~~canceling~~purport ~~the~~to ~~$2,850,000~~represent ~~promissory~~what ~~note and~~ the ~~accrued~~Company’s ~~interest~~results ~~thereon~~ of ~~$371,292.~~ ~~The~~operations ~~assets~~or financial ofposition ~~LIL~~would ~~Capital~~have ~~consisted~~actually ~~primarily~~been ofif the ~~assets~~transaction ~~previously~~had actually ~~sold~~occurred toon ~~Ladsleigh.~~October In1, ~~conjunction~~2000 ~~with~~or ~~the~~September ~~exercise~~30, ~~the~~2001 ~~Company~~and ~~recognized~~are anot necessarily ~~charge~~indicative of ~~$425,000 representing~~ the ~~excess~~results of ~~the~~operations ~~cost~~or ~~over~~financial ~~the~~position ~~market~~for ~~value~~any offuture ~~the LIL Capital assets~~period.

In July 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 Online International. The ~~warrants~~proforma ~~subsequently expired. Because of the~~financial ~~reacquisition,~~information 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 Online International 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.~~ follows:

Skyhub                                          Proforma
                                     September Asia30, 2001
Holdings                                     ------------------

            Total Limitedassets              $     411,827
            Total liabilities            10,302,097
            Stockholders deficit          9,890,270
            Total revenue                 1,706,282
            Net loss                     14,446,332
            Basic and diluted loss
              per common share        $       (0.66)

InA ~~January~~more ~~2000, eVision~~detailed ~~issued~~presentation ~~1,185,209 shares~~ of ~~common~~the ~~stock~~proforma ininformation ~~exchange~~is ~~for~~at ~~newly~~Item ~~issued shares of common stock which comprised a 60% ownership in Gemtron International Global Ltd~~14. “Exhibits, ~~which later became Skyhub Asia Holdings Limited (Skyhub). Of the 60% of~~Financial ~~the outstanding shares of Skyhub issued~~Schedules, ~~57% of the shares were issued to eVision~~ and 3%Reports ~~were issued to eBanker for providing a loan commitment to Skyhub~~ on ~~behalf~~Form ~~of eVision as described below~~8-K”. 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 agreement, as amended, any shortfall will be made up by eVision, at eVision’s option, in cash or additional shares of eVision common stock.

eVisionNOTE 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. InDISCONTINUED 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. OPERATIONS

~~eVISION~~American ~~USA.COM,~~Fronteer Financial ~~INC. AND SUBSIDIARIES~~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.

F-19

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~Global Med~~operations of American Fronteer. ~~Technologies~~The transfer of the American Fronteer brokers and other personnel to APR occurred on December 19, ~~Inc~~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.

~~Global~~Because ~~Med~~the ~~was~~transaction ~~organized~~was ~~under~~an ~~the~~exchange ~~laws~~ of ~~the~~ownership ~~State~~interests in securities broker/dealers, the operations of ~~Colorado~~American inFronteer ~~December~~was ~~1989.~~not ~~Global~~originally ~~Med~~reflected ~~designs,~~as discontinued operations. ~~develops~~However, ~~markets~~subsequently, ~~and~~APR ~~supports~~incurred ~~information~~a ~~management~~net ~~software~~capital ~~products~~violation ~~for~~and was prevented ~~blood~~from ~~banks~~operating as a full service broker/dealer by the NASD. Since this time, ~~hospitals~~the brokerage accounts have been transferred to another broker/dealer. Consequently, the ~~centralized~~Company ~~transfusion~~has ~~centers~~accrued for lease termination and other ~~healthcare~~costs of approximately ~~related~~$1,700,000 ~~facilities~~that American Fronteer may be ultimately be responsible for and accounted for its broker/dealer operations as discontinued operations.

~~Global~~The ~~Med~~following ~~developed SAFETRACE® and SAFETRACE TX™, a transfusion management information system that~~ is ~~designed to be used by hospitals and centralized transfusion~~financial ~~centers~~information torelative ~~help insure the quality of blood transfused into patient-recipients. SAFETRACE TX™ provides electronic cross-matching capabilities~~ to ~~help insure~~discontinued 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 centersoperations. 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                                                    September 199930,    September Global30,
                                                         2001             2000
                                                    ------------     ------------
        Current Medassets:
formedCash aand subsidiary,cash PeopleMed.comequivalents                           $    61, Inc.208        2,099,744
Other a Colorado corporationreceivables, which isnet                                   21,000           12,606
approximatelySecurities 83% owned, byat Globalmarket Medvalue                        63,165          939,464
Other toassets                                                282          253,156
                                                    -----------      -----------

   Total developcurrent aassets                                 145,655        3,304,970

Current software applicationliabilities:
designed   Accounts topayable give HMO providers and otheraccrued thirdexpenses              4,135,317        1,233,618
   Payable party payers access to clinical
informationclearing for chronic disease patients. This application will allow doctorsorganization                        --            305,866
and   Current otherportion medicalof employeeslong accessterm to a patient’s history. The remainingdebt                     56,637           61,372
17%   Other ofcurrent PeopleMed is owned primarily by certain officers and directors of Globalliabilities                             24,400          180,129
Med.                                                    -----------      -----------

      Total Seecurrent also Notes 3liabilities                       4, 9216,354        1,780,985
                                                    -----------      -----------

      Net 13current andassets 27. (liabilities)               (4,070,699)       1,523,985
                                                    ===========      ===========

F-20

DuringeVISION the year ended September 30INTERNATIONAL, 2000, eVision acquired 1,050,000 shares of common stock of Global Med including 1,000,000 shares of common stock of Global Med at a cost of $500,000 purchased in June 2000INC. AsAND of September 30, 2000, eBanker held a total of 765,907 shares of Global Med common stock which were obtained through the financing agreements as described in Note 9. As of September 30, 2000 and 1999, respectively, the Company owned a total of 1,815,907 and 55,675 shares of common stock of Global Med. As of September 30, 2000, eVision’s ownership represented 13.45% 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 debt agreements discussed in Note 9. As a result of these transactions, eBanker gained control of Global Med and Global Med will be reflected in eVision’s consolidated financial statements as a consolidated subsidiary of eBanker effective November 20, 2000. See the unaudited summary proforma financial information in Note 27. SUBSIDIARIES

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                                      September 30,  September 30,
                                                           2001           2000
Long-term assets:
  Property, furniture and equipment, net                     --          936,227
  Other long-term assets                                   27,433        921,792
                                                        ---------      ---------

       Total long-term assets                              27,433      1,858,019

Long-term liabilities:
  Capital lease obligations, net of current portion          --           44,344
                                                        ---------      ---------

    Total long-term liabilities                              --           44,344
                                                        ---------      ---------

         Net long-term assets                           $  27,433      1,813,675
                                                        =========      =========


                                                Year ended September 30,
                                            2001           2000           1999
                                            ----           ----           ----

Revenues                               $ 1,093,191     23,178,305     20,901,457

Cost of sales and operating expenses    (8,222,876)   (24,092,452)   (23,415,170)

Other non-operating income (expense)
                                          (309,611)       116,588          4,674
                                       -----------    -----------    -----------

Loss before income taxes                (7,439,296)      (797,559)    (2,509,039)

Income tax expense                            --             --             --
                                       -----------    -----------    -----------

Loss from discontinued operations      $(7,439,296)      (797,559)    (2,509,039)
                                       ===========    ===========    ===========

eBizNOTE Web Solutions, Inc4. (eBiz WebSUMMARY Solutions),OF formerlySIGNIFICANT NeuroWebACCOUNTING 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. POLICIES

In January 2000, eVision acquired 100% of the outstanding stock of Global Growth Management Inc. (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: OLBroker, Inc., formerly Online Broker, Inc., a Colorado corporation; eVision Corporate Services, Inc. (eVision Corporate Services), a Colorado corporation; Corporate Net Solutions, Inc. (Corporate Net Solutions), a Colorado corporation; and eVision China.Com, Inc., a Colorado corporation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of receivables and investments in non-publicly held or thinly-traded companies.

F-21

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SECURITIES OWNED AND OTHER INVESTMENTS

Securities transactions and related revenue and expense associated with the Company’s broker/dealer operations were recorded on a settlement date basis, usually the third business day following the trade date. The effect of using settlement date rather than trade date for the recording of securities transactions was not significant. In accordance with financial reporting requirements for broker/dealers, AFFC’s financial instruments, including securities, were all carried at fair value. Securities were valued monthly and the resulting unrealized appreciation or depreciation was included in operations as trading profit or loss. Realized gains and losses were determined using the average cost method.

Marketable debt and equity securities held by other subsidiaries are identified as being available-for-sale or trading securities and carried at estimated fair value based on quoted market prices. Unrealized gains and losses, net of tax, are reported as other comprehensive income in the case of available-for-sale securities.

CONCENTRATIONS OF CREDIT RISK AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Financial instruments that potentially subject eVision to concentrations of credit risk are primarily its accounts receivable from customers, the credit card accounts and facilities receivable, ~~notes~~ notes receivable, and related party notes receivable. Credit risk results when entities to which eVision has extended credit are unable to repay the loans.

The Company maintains allowances for doubtful accounts at levels management believes are adequate to absorb probable losses inherent in its credit card accounts receivable, accounts receivable, and notes receivable based upon specific identification of probable losses and the Company’s prior history of credit losses. Management determines the adequacy of the allowance based upon reviews of individual accounts, recent loss experience, current economic conditions, the risk characteristics of the various categories of accounts and other pertinent factors.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CREDIT RISK

As a securities broker/dealer, AFFC was engaged in various securities trading and brokerage activities. Portions of AFFC’s transactions were collateralized and were executed with and on behalf of institutional investors including other broker/dealers. AFFC was also exposed to credit risk associated with the nonperformance of customers in fulfilling their contractual obligations pursuant to securities transactions. AFFC’s principal activities were also subject to the risk of counterparty nonperformance.

eVision is a party to various financial instruments with off-balance sheet risk as part of its normal course of business, including contractual commitments to extend credit and other assistance to third parties. These financial instruments involve, to varying degrees, elements of credit risk that are not recognized in eVision’s consolidated balance sheets.

F-22

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

PROPERTY, FURNITURE AND EQUIPMENT

Property, furniture and equipment are recorded at cost. Depreciation of property, furniture and equipment is computed using accelerated and straight-line methods based on the estimated useful lives of the assets. Real property has an estimated useful life of forty years; furniture and vehicles have useful lives of three to five years; and equipment has estimated useful lives ranging from five to ten years. Equipment under capital leases and leasehold improvements are amortized using the straight line method over shorter of the lease term or estimated useful life of the asset.

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. If deferred tax asset realizability is not considered to be more likely than not, a valuation allowance is provided. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company has adopted the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. As permitted under SFAS No. 123, the Company continues to recognize employee stock-based compensation costs under the intrinsic value method of accounting as prescribed by Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. Stock compensation to non-employees is accounted for at fair value. Common stock and other equity instruments received by the Company as compensation for services are recorded at estimated fair value.

REVENUE AND COST RECOGNITION

Revenue from the sale of computer equipment and installation of software was generally recognized when the equipment and related software was installed and accepted by the customer. Revenue from hardware and software sales was primarily generated by MidRange which was an IBM business partner selling IBM hardware and hardware manufactured by competitors of IBM, and distributing software products which were proprietary to third parties.

Underwriting revenue was recorded when the transactions were complete. Transaction related expenses were deferred and later expensed to match revenue recognition. Commission and transaction charge revenue, and related commission expense were recognized on the settlement date, which did not differ materially from the trade date.

F-23

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Fees charged for entering into lending arrangements are deferred and are recognized in interest income over the period of the lending arrangement as an adjustment to the yield.

CostsCAPITALIZED incurredSOFTWARE in researching,DEVELOPMENT designing, and planning for the development of new software are included in computer hardware and software operations in the accompanying consolidated financial statements. All amounts are charged to operations as incurred until such time as the costs meet the criteria for capitalization. Costs eligible for capitalization have not been significant to date. COSTS

Capitalized software development costs are reported at the lower of unamortized cost or net realizable value. Commencing upon the initial product release or when software development revenue has begun to be recognized, these costs are amortized, based on current and future revenue for each product with an annual minimum equal to the straight-line amortization over the remaining estimated economic life of the product, generally three years. Amortization of capitalized software costs is included in cost of sales and operating expenses.

GOODWILL

Goodwill is stated at cost and is being amortized using the straightline method over four years. The Company’s goodwill was recognized in connection with the acquisition of Global Med. The Company reviews its long-lived assets such as goodwill for impairment whenever circumstances indicate that the carrying amount of the asset may not be recovered. Because of the asset transfer described in Notes 1 and 2, as of November 28, 2001 the goodwill will be eliminated as the assets of Global Med will no longer be consolidated into eVision’s consolidated financial statements.

FOREIGN CURRENCY TRANSLATION

Financial statements of foreign subsidiaries are translated into United States dollars at current rates, except that revenues, costs and expenses are translated at average rates during each reporting period. Net exchange gains or losses resulting from the translation of foreign financial statements and the effect of exchange rate changes are accumulated and credited or charged to other comprehensive income.

Certain transactions have been denominated in a foreign currency resulting in a fixed amount of foreign currency that is to be received or paid. When settlement of the transaction occurs, the increase or decrease in the expected functional currency cash flow is a foreign currency transaction gain or loss that is included in the determination of net income or loss and is reported in the statement of operations.

Basic ~~income (~~loss) per share is determined by dividing ~~net income (~~loss) ~~available~~attributable to common shareholders by the weighted average number of common shares outstanding during each period. Diluted ~~income (~~loss) per share includes the effects of potentially issuable common stock, but only if dilutive (i.e., a loss per share is never reduced). The treasury stock method, using the average price of the Company’s common stock for the period, is applied to determine dilution from options and warrants. The if-converted method is used for convertible securities. Potentially dilutive shares of common stock options that were excluded from the calculation of diluted ~~income (~~loss) per share because their effect is antidilutive totaled 52,625,509, 45,136,152, and 11,947,093 ~~and~~in 42001,~~710,536~~ in 2000~~, 1999~~ and ~~1998~~1999, respectively.

F-24

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the computation of weighted average number of shares outstanding as if all potential shares were dilutive:

                                                                                                             Year ended September 30,
                                                                                                           2001         2000                   1999        1998
                                                                                                           ----                   ----                 ----

Weighted average number of shares used
     in the basic and diluted earnings (loss)
     per share computations                       25,418,262   21,838,116   18,411,886   16,459,515

Effect of potentially dilutive securities:
     Common stock options                         12,774,101   13,988,597    6,306,059      572,948
     Common stock warrants                                                    6,464,523      545,018         --           --
     Convertible debentures, related party        18,444,918   26,365,428    5,641,034    4,137,588
     Convertible Series B-1 Preferred Stock               14,941,967    4,237,109         --           --
                                                  ----------   ----------   ----------

     Potentially dilutive common shares           52,625,509   45,136,152   11,947,093    4,710,536
                                                  ----------   ----------   ----------

Adjusted weighted average number of shares
      if potential shares were not antidilutive   78,043,771   66,974,268   30,358,979   21,170,051
                                                  ==========   ==========   ==========

RECLASSIFICATIONS

Certain reclassifications have been made to prior year consolidated financial statements to conform to the current year presentation.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~In June 1998, the Financial Accounting Standards Board issued~~ SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities~~. SFAS No. 133 requires companies to adopt~~” ~~its provisions for all fiscal quarters of all fiscal years beginning after June 15, 2000 (as deferred by SFAS No. 137). The new standard~~ 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 ~~required~~accounted tofor ~~be reported in the statement of operations or in other comprehensive income~~ depending on the use of the ~~derivatives~~derivative and whether ~~they~~ ~~qualify~~it qualifies for hedge accounting. The key criterion for hedge accounting is that the ~~derivative~~hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows ~~of the hedged items during the term of the hedge and must be designated as a hedge pursuant to various criteria of SFAS No~~. Statement 133. ~~The Company~~was adopted ~~SFAS~~by ~~No.~~the ~~133,~~Company ~~as amended, on~~ October 1, 2000. ~~Historically,~~and ~~the Company~~ has ~~not~~had ~~entered~~no ~~into~~material ~~derivatives~~effect ~~contracts to hedge existing risks, and derivatives held for speculative purposes consist of warrants held. The adoption of SFAS No. 133~~ on ~~October 1, 2000 did not result in a transition adjustment to~~ the Company’s financial statements.

~~eVISION~~In ~~USA~~March 2000, the FASB issued FASB Interpretation No.~~COM~~ 44, ~~INC~~“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. ~~AND~~This Interpretation ~~SUBSIDIARIES~~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.

F-25

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In December 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) ~~No.~~ 101, ~~Revenue Recognition in Financial Statements,~~ which provides guidance ~~with~~on ~~respect~~applying togenerally ~~revenue~~accepted ~~recognition~~accounting ~~issues~~principles ~~and disclosures. As amended by SAB Nos. 101A and 101B, the Company is required~~ to ~~implement~~selected ~~the~~revenue ~~provisions~~recognition ~~of SAB No~~issues. ~~101 no~~ ~~later~~Management ~~than~~believes ~~the~~that ~~fourth quarter of~~ the ~~fiscal~~Company’s ~~year~~revenue ~~ending~~recognition ~~September~~policies ~~30,~~are ~~2001. The~~in ~~Company~~accordance ~~does~~with ~~not believe the adoption of~~ SAB ~~No.~~ 101 ~~will have a material impact on its financial statements~~.

~~NOTE~~In 3July 2001, the FASB issued SFAS Nos. ~~RISKS~~141 ~~AND~~and ~~UNCERTAINTIES~~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.

AtIn ~~September~~August 302001, ~~2000~~the ~~and 1999,~~FASB ~~eBanker~~issued ~~had~~SFAS ~~extended~~No. $5143,~~400,000~~ ~~and~~Accounting ~~$3,400,000,~~for ~~respectively,~~Asset inRetirement ~~loans~~Obligations. toSFAS ~~Global Med~~No. ~~Additionally,~~143 requires ~~accrued~~the ~~interest~~fair value of ~~$335,498~~a ~~and~~liability ~~$7,000,~~for ~~respectively,~~an ~~was outstanding~~asset atretirement ~~these~~obligation ~~dates.~~to ~~Global~~be recognized ~~Med~~in ~~designs,~~the ~~develops,~~period ~~markets~~in ~~and~~which ~~supports information~~it ~~management~~is ~~software~~incurred ~~products~~if ~~for~~a ~~blood~~reasonable ~~banks,~~estimate ~~hospitals, centralized~~of ~~transfusion~~fair ~~centers~~value ~~and~~can ~~other~~be ~~healthcare related facilities~~made. ~~Global~~The ~~Med currently~~associated ~~has~~asset ~~customers~~retirement ~~and~~costs ~~recognizes~~are ~~revenues~~capitalized ~~from its proprietary products.~~as ~~However,~~part ~~the number~~ of ~~customers~~the ~~and~~carrying ~~levels~~amount of ~~revenue~~the ~~have~~long-lived ~~not~~asset. ~~been~~SFAS ~~sufficient for Global Med to attain profitable operations~~No. ~~Global~~143 ~~Med~~is ~~has incurred~~effective ~~significant~~September ~~cumulative operating losses. Additionally~~30, ~~Global~~2003 ~~Med~~for ~~currently~~the ~~has an accumulated shareholders’ deficit~~Company. The ~~ultimate~~Company ~~success~~believes ofthe ~~Global~~adoption ~~Med~~of isthis ~~dependent~~statement ~~upon~~will ahave ~~number~~no ofmaterial ~~factors~~impact ~~such~~on ~~as increasing market acceptance of~~ its ~~products,~~ ~~the~~consolidated ~~addition~~financial ~~of significant new customers and maintaining effective cost controls, none of which is assured~~statements.

AtIn ~~September~~October 302001, ~~2000,~~the asFASB ~~discussed~~issued inSFAS ~~Notes~~No. 9144, ~~and~~Accounting ~~13,~~for the ~~Company~~Impairment ~~had~~or aDisposal ~~significant~~of ~~equity investment in~~Long-Lived ~~Global~~Assets. ~~Med~~SFAS ~~and~~144 ~~held~~requires ~~warrants~~that tothose ~~purchase~~long-lived ~~common~~assets ~~stock,~~be ~~some~~measured ofat ~~which~~the ~~were~~lower ~~exercised~~of incarrying ~~November~~amount ~~2000~~or ~~and~~fair ~~enabled~~value, ~~eBanker~~less cost to ~~take~~sell, ~~control~~whether ofreported ~~Global Med.~~in ~~Management~~continuing ~~believes~~operations ~~that~~or ~~its~~in ~~investments~~discontinued inoperations. ~~loans~~Therefore, ~~accrued interest and equity~~discontinued ~~instruments~~operations ofwill ~~Global~~no ~~Med~~longer ~~are~~be ~~recoverable~~measured ~~and~~at ~~that,~~net ~~based~~realizable onvalue ~~the~~or ~~estimated~~include ~~fair~~amounts ~~value~~for ofoperating ~~these~~losses ~~investments,~~that nohave ~~impairment~~not ~~currently~~yet ~~exists~~occurred. ~~However,~~SFAS ~~the~~144 is effective for ~~ultimate~~financial ~~realizability~~statements ofissued ~~these~~for ~~investments~~fiscal isyears ~~dependent~~beginning ~~upon~~after ~~Global~~December ~~Med~~15, 2001 ~~attaining~~and, ~~profitable operations~~generally, ~~obtaining~~are ~~alternative~~to ~~financing~~be ~~arrangements~~applied ~~or being~~prospectively. ~~sold~~The ~~for~~Company abelieves ~~price~~that ~~which~~the adoption ~~would~~of ~~allow~~this ~~the~~statement ~~Company~~will tohave ~~recover~~no ~~its~~material ~~investment, none~~impact ofon ~~which~~its isconsolidated financial ~~assured~~statements.

NOTE 45. CREDIT CARD ACCOUNTSFACILITIES RECEIVABLE

InDuring ~~March~~the ~~2000,~~year ~~eBanker~~ended ~~acquired~~September ~~from~~30, ~~MBf~~2001, ~~Card~~eBanker ~~International~~and ~~Limited~~OCCL ~~(MBf)~~entered ainto ~~non-revolving~~agreements ~~interest~~to ~~in certain~~lend ~~outstanding~~funds ~~credit card accounts receivable for a total consideration of~~to ~~$7,625,062,~~unaffiliated ~~which~~Hong ~~represented~~Kong acompanies ~~discount~~through ofcredit ~~$1,601,976~~card ~~from~~facilities. ~~the~~eBanker ~~total~~and OCCL ~~book~~share ~~value of~~in the ~~outstanding~~loans, ~~balances~~as ofproportionately ~~the~~agreed. The credit card ~~accounts receivable of~~facilities ~~$9,227,038.~~bear ~~This~~interest ~~total~~at ofthe ~~$9,227,038~~rate ~~consisted~~ of ~~approximately 92~~3% ofper ~~current accounts~~month ~~receivable~~ and ~~approximately~~are 8%administered ofby 1OCCL. ~~to 30 days past due accounts~~In ~~receivable.~~exchange ~~Approximately~~for ~~60%~~OCCL’s administration of the ~~initial consideration~~facilities, orlegal ~~$4,645,040, was~~documentation ~~paid~~and atdue ~~the~~diligence, ~~time~~eBanker ofpays ~~closing~~OCCL ~~and~~10% ~~the~~per ~~remaining~~annum ~~balance~~on ~~was~~eBanker’s ~~offset~~share ~~against~~of ~~collections on~~ the ~~related~~outstanding ~~credit~~balances. ~~card~~This ~~receivables.~~amount Ofis ~~the~~estimated ~~total~~to ~~purchase discount~~be ofapproximately $1350,~~601,976, $800,~~000 ~~was allocated to an allowance~~ for ~~doubtful accounts and~~ the ~~remaining~~year ~~discount~~ended ofSeptember ~~$801~~30,~~976~~ is2001. ~~being~~eBanker’s ~~accreted~~share toof ~~income~~the ~~over~~balance aoutstanding ~~period~~as of 18September ~~months~~30, ~~the~~2001 ~~estimated~~was ~~life~~$2,560,153 ofincluding ~~the~~interest ~~credit~~and ~~card accounts~~net ~~receivable~~of allowances of $943,977.

~~eVISION~~eBanker ~~USA.COM,~~provides ~~INC~~allowances for potential losses associated with its participation in credit card facilities receivable. ~~AND~~Changes ~~SUBSIDIARIES~~in the these allowances are summarized as follows:

                                                   Credit Card
                                                   Facilities
                                                   Receivables
                                                   -----------

             Balance - September 30, 2000       $      --
                Provision for losses                  943,977
                Charge-offs                            --
                                                       --
                                                 ------------
             Balance - September 30, 2001       $    (943,977)
                                                 ============

F-26

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

ConcurrentNOTE 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)6. OCCLCREDIT processes theCARD creditACCOUNTS 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 $1,413,000 related to processing collections for the year ended September 30, 2000. In addition to the accretion of the discount, eBanker earns 10% interest on the outstanding credit card accounts. For the year ended September 30, 2000, after payment of the fees related to processing collections of approximately $1,413,000, eBanker recognized interest income of approximately $393,000 plus the discount accretion of $209,279, for a total of $602,279. 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, 2000, the credit card accounts receivable balance, net of unamortized discount of $592,697 and allowance for doubtful accounts of $537,840, was $2,296,398. RECEIVABLE

~~NOTE~~In 5March 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. ~~ACCOUNTS~~This ~~RECEIVABLE~~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 was accreted to income using the straight-line method over a period of 18 months, the estimated life of the credit card accounts receivable.

~~Accounts receivable~~eBanker provides allowances ~~consisted~~for ofpotential losses associated with its purchased credit card receivables. Changes in the ~~following~~these allowances are summarized as follows:

                                                              September                                                   Credit 30,Card
                                                                                                               Accounts
                                                   Receivables
                                                   -------------------
                                                           2000           1999
                                                                        Balance ----           ----

           Trade accountsSeptember receivable                  30, 2000       $   521    (537,875        972,912840)
           Other                Provision accountsfor receivable                      344,433        369,312
                                                      losses                    --
                Chare-offs                              --
                Transfers                             537,840
                                                   ------    -----------

                                                          866,308      1,342,224
           Less             Balance allowance- forSeptember doubtful accounts          (62630,160)           2001       $       --
                                                      -----------    -----------

                                                      $   240,148      1,342,224
                                                                                                         ===========    ===========

~~NOTE~~Concurrent 6with 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). ~~SECURITIES~~OCCL ~~OWNED~~processes the credit card collections for eBanker, ATremits ~~MARKET~~collections ~~VALUE~~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.

F-27

SecuritieseVISION ownedINTERNATIONAL, consisted ofINC. theAND following:SUBSIDIARIES

                                                               September 30,
                                                          --------------------
                                                          2000            1999
                                                          ----            ----

           Corporate securities                       $1,361,368       1,337,324
           U.S. government obligations                    27,064           1,644
           Municipal obligations                         158,487         156,733
                                                      ----------      ----------

                                                      $1,546,919       1,495,701
                                                      ==========      ==========

All of the above securities are stated at quoted market values.

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. FAIRACCOUNTS VALUES OF FINANCIAL INSTRUMENTSRECEIVABLE

~~The~~Accounts ~~following disclosure of~~receivable ~~the~~consisted ~~estimated fair value~~ of ~~financial instruments is made in accordance with~~ the ~~requirements~~ of SFAS No. 107, Disclosures of Fair Value of Financial Instruments. For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities. Consequently, such financial instruments are not included in the following ~~table that provides information about the carrying amounts and estimated fair values of other financial instruments.~~ :

The                                                         September following methods and30,
assumptions                                                         -------------
                                                      2001           2000
                                                      ----           ----

          Trade wereaccounts usedreceivable              $ in1,302,590        521,876
          Other                                       23,477           --
                                                 -----------    -----------
                                                   1,326,067        521,876

          Less estimatingallowance fair value disclosures for financialdoubtful accounts      (171,465)      (464,471)
instruments:                                                 -----------    -----------

                                                 $ 1,154,602         57,405
                                                 ===========    ===========

~~Certificate~~Included ofin ~~deposit: The~~accounts ~~fair~~receivable ~~value~~as of ~~the~~September ~~Company’s~~30, ~~certificate~~2000 ofis ~~deposit~~$12,606 ~~approximates~~relating ~~fair value due~~ to ~~its short term nature~~discontinued operations.

CreditNOTE card8. accounts receivable:SECURITIES TheOWNED, fairAT valueMARKET of the Company’s credit card accounts receivable was estimated using a discounted cash flow analysis with an interest rate of 10%. VALUE

Securities owned: ~~The fair~~consisted ~~value~~ of ~~securities~~the ~~owned is determined by quoted market prices.~~ following:

Notes                                                 September receivable30, current: The
carrying                                                 -------------
                                               2001         2000
                                               ----         ----

             Corporate value of notes receivablesecurities          $  286,000    1,361,368
             U.S. currentgovernment is estimated to approximate fairobligations         --         27,064
value             Municipal due to their short term nature. obligations             10,672      158,487
                                           ----------   ----------

                                           $  296,672    1,546,919
                                           ==========   ==========

~~Noncurrent~~All ~~notes receivable,~~of ~~related~~the ~~party:~~above ~~Due~~securities are ~~the~~stated ~~lack~~at ofquoted a market ~~for~~values. ~~the~~Included ~~notes~~in ~~receivable from Global Med,~~ the ~~inherent~~balances ~~difficulty~~as of ~~evaluating~~September ~~the related party~~30, ~~relationship~~2001 and ~~timing~~2000 ofare ~~payment~~$63,166 ~~fair~~and ~~value is difficult to determine. However~~$939, ~~management believes~~464, ~~based on a review of Global Med’s financial position~~respectively, ~~results~~related ofto ~~operations and business prospects that the estimated fair~~discontinued ~~value of these notes receivable approximates their carrying value, see Note 3~~operations.

Available-for-sale investments:NOTE The9. fairFAIR valueVALUES ofOF available-for-saleFINANCIAL investments is determined by quoted market prices. INSTRUMENTS

~~Long~~The ~~term~~following ~~debt~~disclosure ~~and capital~~of ~~leases:~~the ~~The~~estimated ~~carrying~~fair value of financial instruments is made in accordance with the requirements of SFAS No. 107, Disclosures of Fair Value of Financial Instruments. For certain of the Company’s ~~debt~~financial instruments, including ~~approximate~~cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value ~~based~~due onto their short maturities. Consequently, such financial instruments are not included in the following ~~Company’s~~table ~~current~~that ~~incremental~~provides ~~borrowing~~information ~~rates~~about ~~for~~the carrying amounts and ~~similar~~estimated ~~types~~fair values of ~~borrowing~~other ~~arrangements~~financial instruments.

F-28

ConvertibleeVISION debentures:INTERNATIONAL, The carrying value of the Company’s convertible debentures approximates fair value based on the Company’s current incremental borrowing rates for similar types of borrowing arrangementsINC. AND SUBSIDIARIES

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following methods and assumptions were used in estimating fair value disclosures for financial instruments:

Credit card accounts receivable: The fair value of the Company’s credit card accounts receivable was estimated to approximate fair value due to their short term nature.

Credit card facilities receivable: The fair value of the Company’s credit card facilities receivable is estimated to approximate fair value due to their short term nature.

Securities owned: The fair value of securities owned is determined by quoted market prices.

Notes receivable, current: The carrying value of notes receivable, current is estimated to approximate fair value due to their short term nature.

Noncurrent notes receivable, related party: Due the lack of a market for the notes receivable from Global Med, the inherent difficulty of evaluating the related party relationship and timing of payment, fair value is difficult to determine. However, management believes, based on a review of Global Med’s financial position, results of operations and business prospects that the estimated fair value of these notes receivable approximates their carrying value.

Available-for-sale investments: The fair value of available-for-sale investments is determined by quoted market prices.

Long term debt and capital leases: The carrying value of the Company’s debt instruments approximate fair value based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Convertible debentures: The carrying value of the Company’s convertible debentures approximates fair value based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

F-29

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the financial instruments of the Company:

                                                                             September 30, 2000              2001          September 30, 19992000
                                                                           ------------------          ------        ------------------------
                                                                        Carrying      Estimated               Carrying             Estimated
                                                                         Amount               Fair Value              Amount                Fair Value
                                                                        --------      ----------             --------       -     ---------

Certificate of deposit        $       --              --           575,000         575,000
Credit card accounts
     receivable                                            61,918        61,918     2,296,398             3,053,412            
Credit card facilities receivable
                                      2,560,153     2,560,153          --                           --
Securities owned                 1                        233,546,919506       233,506     1,546,919             1,495546,701       1,495,701919
Notes receivable                 6                        500,400,000       6500,400,000            6,550400,000             6,550400,000
Investments, available-for-
     sale                          243                               227,922         243,922447       1227,991,258447       1243,991922        243,258922
Long term debt and capital
     leases                                                    882,947       882,947      (933,384)             (933,384)       (160,163)       (160,163)
Convertible debentures         (               14,339238,276)999    (14,339238,276)    999   (14,747339,383276)       (14,747339,383276)

NOTE 810. NOTES RECEIVABLE

Notes receivable consists of the following:

                                                                            September 30,
                                                                                                                                                         -------------------
                                                                                                                                                       2001         2000           1999
                                                                                                                                                       ----                    ----
Note receivable from unaffiliated entity, interest at 14%, principal    $      --        2,850,000
     and interest due July 30, 2000, secured by equity securities (1)

Note receivable from unaffiliated individual, interest at 18%,
    principal and interest due December 30, 2000, unsecured (21)                 $     --       1,000,000           --

Note receivable from unaffiliated entity, interest at 12%,
    interest payable quarterly, matured July 26, 2000, unsecured (32)               50,000                50,000

Note receivable from unaffiliated entity, interest at 12%, interest
     payable quarterly, matured July 1, 2000, secured by assets (32)               350,000        250      350,000
                                                                                                                                              -----------    -----------

                                                                          1,                                                                         400,000      3    1,150400,000
Less allowance for uncollectible accounts                                                                 (400,000)          --    (400,000)
                                                                                                                                              -----------    -----------

                                                                                                                                             $      --       1,000,000      3,150,000
                                                                                                                                              ===========    ===========

F-30

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(1) ~~Sale~~Note ofReceivable ~~Fronteer~~from ~~Capital~~Individual

In July 1999, eVision entered into a Stock Purchase Agreement with Ladsleigh Investments Limited, BVI whereby eVision agreed to sell and Ladsleigh agreed to purchase 100% of the stock of a wholly owned subsidiary of eVision, Fronteer Capital, Inc., for $3,000,000. 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. This transaction is further described in Note 1.

(2) Note Receivable from Individual

In April 2000, eBanker made available, to an unaffiliated individual in Singapore, $1,000,000 under a short term revolving loan facility that was initially due December 30, 2000, and bore interest at 18% per annum that was due and payable upon maturity. Accrued interest at September 30, 2000 was $90,000. Subsequent to year end, the principal and accrued interest under this note were paid in full.

(32) Other Notes Receivable

The other notes receivable consist of amounts eBanker advanced to two unaffiliated entities for the purpose of funding temporary working capital needs. The notes receivable were due in July 2000, have been fully reserved for and the Company has initiated collection proceedings.

~~Notes~~The notes receivable, ~~related~~as ~~party~~of September ~~consists~~30, of2000 are from Global Med. There are no notes receivable from Global Med as of ~~follows:~~September 30, 2001 due to the consolidation of Global Med beginning in November 2000.

                                                                                                                         September 30
                                                           -------------------
                                                                                                                   2001         2000           1999
                                                                                                                   ----                    ----
  Promissory note                                  $   500,000        --

  Promissory notes on initial lines of credit            $--       2,650,000      2,650,000

  Bridge loan                                                                                           --         750,000        750,000

  Promissory notes on line of credit                                           --       2,000,000           --
                                                                                                           ----------         ----------

                                                                                                          $5   500,400,000      3    5,400,000
                                                                                                           ==========         ==========

~~eVISION~~Current ~~USA.COM, INC. AND SUBSIDIARIES~~Year

F-31

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Prior Years

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 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. Amounts borrowed under these agreements were initially due in April 1999.

F-32

IneVISION April 1999INTERNATIONAL, Online Credit entered into a bridge loan commitment with Global Med for $2,000,000 due in April 2000INC. TheAND 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. SUBSIDIARIES

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 issued in consideration for the loan commitment. 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.

~~eVISION~~In ~~USA~~November 2000, eBanker agreed to exercise warrants to purchase 8,000,000 shares of common stock of Global Med at $0.~~COM~~25 per share in exchange for $2,000,000 ~~INC~~of its notes receivable from Global Med. ~~AND~~Prior ~~SUBSIDIARIES~~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.

F-33

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

InAs ~~November~~part ~~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. 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,~~because ~~eBanker received a fee of 5% payable in 197,600 shares of common stock of Global Med. If~~ the principal ~~and~~was ~~interest are~~ not paid in full by July 1, 2001, the due date of for the principal ~~will~~was automatically be extended to July 1, 2003. Additionally, eBanker is ~~will~~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. ~~The actual number of warrants to be issued will be determined based upon the amount of principal outstanding at July 1, 2001.~~ 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~~negotiating.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. As a result of these transactions, eBanker gained control of Global Med and Global Med will be reflected in eVision’s consolidated financial statements as a consolidated subsidiary of eBanker effective November 20, 2000. See the unaudited summary proforma financial information in Note 27.

~~On March 22, 2001,~~ Global ~~Med~~ ~~and eBanker entered into an interest payment option agreement that provides that Global~~ Med will have the ~~option~~ right, ~~with~~in ~~five~~its ~~days prior written notice~~discretion, to ~~elect~~ ~~and~~put ~~pay~~its toshares ~~eBanker, before July 1, 2001, Global Med’s entire interest payment calculated for the life~~ of ~~the~~common ~~loan~~stock ~~agreement~~worth ~~dated~~up ~~November 19, 2000,~~to ~~in the form of~~ $1,~~746~~500,~~688~~000 ~~shares~~to ofeBanker ~~Global Med common stock (calculated~~ at $0.~~6875~~50 per share, ~~which~~in ~~was~~ the ~~closing~~form ~~bid~~of ~~price~~exchanging ondebt ~~March 22, 2001). In the~~for ~~event~~shares ~~that Global Med pays any principal on the loan prior to July 1, 2003, eBanker will return a number~~ of ~~shares~~common ~~determined~~stock. byThe ~~calculating~~default ~~the~~conversion ~~pro-rata interest~~rate ~~avoided~~under ~~due~~this toextension ~~early repayment of principal divided by~~ is $01.~~6875~~00 per share. ~~eBanker~~As ~~will~~consideration ~~make~~for this ~~calculation~~provision, oneBanker ~~July~~was 1,issued ~~2001~~500,000 restricted ~~July~~shares 1,of ~~2002~~Global ~~and~~Med ~~July 1,~~common ~~2003~~stock valued at $484,400.

~~NOTE~~On 10January 21, 2002, Global Med entered into a 12% Promissory Note agreement whereby Global Med would borrow $50,000. ~~INVESTMENTS~~Interest accrues at 12% per annum. Half the principal and interest is due and payable on July 21, ~~AVAILABLE-FOR-SALE~~2002. The remainder of principal and interest is due and payable on October 21, 2002. The Board of eBanker has yet to approve the promissory note nor have the funds been released.

AsNOTE of September 30, 2000, investments in available-for-sale securities consisted of corporate securities and warrants to purchase corporate securities that are traded on an exchange and are carried at their fair market value12. As of September 30INVESTMENTS, 2000 investments in availableAVAILABLE-forFOR-sale securities had a historical cost of $262,094 and a fair value of $243,922. Gross unrealized holding losses of $18,172, net of tax of $7,087, are recorded in accumulated other comprehensive income. SALE

~~eVISION~~As ~~USA~~of September 30, 2001 and 2000, investments in available-for-sale securities consisted of corporate securities and warrants to purchase corporate securities that are traded on an exchange and are carried at their fair market value.~~COM~~ As of September 30, ~~INC~~20001 and 2000 investments in available-for-sale securities had a historical cost of $262,093 and $262,093 and a fair value of $227,447 and $243,922, respectively. Gross ~~AND~~unrealized ~~SUBSIDIARIES~~holding losses of $34,646 and $18,172, net of tax of $13,512 and $7,087, respectively, are recorded in accumulated other comprehensive income for the years ended September 30, 2001 and 2000.

As of September 30, 1999, investments in available-for-sale securities consisted of debt securities of Asian corporations traded on the Hong Kong Stock Exchange. As of September 30, 1999 the investments in available-for-sale securities had an amortized historical cost of $1,584,804 and a fair value of $1,991,258. Gross unrealized holding gains of $406,454, net of tax of $158,517, are recorded in accumulated other comprehensive income. Of the $1,991,258 fair value of debt securities, $791,700 was scheduled to mature on February 3, 2001 and $1,199,558 was scheduled to mature on April 30, 2004.

F-34

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AsDuring ofthe year ended September 30, ~~1999~~2000, ~~investments~~ ~~in available-for-sale securities consisted of debt securities of Asian corporations traded on~~ the ~~Hong~~Company ~~Kong~~sold ~~Stock Exchange. As of September 30, 1999 the~~ investments in available-for-sale securities ~~had~~for anproceeds ~~amortized historical cost~~ of $12,~~584~~204,~~804~~608 and arecognized ~~fair~~gross ~~value~~realized ofgains of $1356,~~991,258~~492. ~~Gross~~During ~~unrealized holding~~the ~~gains~~year ofended ~~$406~~September 30,~~454,~~ ~~net of tax of $158~~1999,~~517,~~ ~~are~~the ~~recorded~~Company insold ~~accumulated~~investments ~~other~~in ~~comprehensive~~available-for-sale ~~income.~~securities Offor ~~the~~proceeds ~~$1,991,258 fair value~~ of ~~debt securities,~~ $~~791~~4,~~700 was scheduled to mature on February 3~~306,603 ~~2001~~ and ~~$1,199,558~~recognized ~~was~~gross ~~scheduled~~realized togains ~~mature~~of ~~on April 30~~$447, ~~2004~~863.

DuringNOTE the year ended September 30, 2000, the Company sold investments in available-for-sale securities for proceeds of $2,204,608 and recognized gross realized gains of $356,49213. During the year ended September 30PROPERTY, 1999,FURNITURE theAND Company sold investments in available-for-sale securities for proceeds of $4,306,603 and recognized gross realized gains of $447,863. During the year ended September 30, 1998, there were no sales of available-for-sale securities. EQUIPMENT

~~NOTE~~Property, ~~11.~~furniture ~~PROPERTY,~~and equipment ~~FURNITURE~~consisted ~~AND~~of ~~EQUIPMENT~~the following:

Property                                                          September 30,
                                                          -------------
                                                        2001           2000
                                                        ----           ----

  furnitureLand                                             $   684,612        718,308
  Building                                             595,866        625,194
  Leasehold improvements                               279,433        946,343
  Furniture and fixtures                               398,313        581,389
equipment  Equipment                                          2,836,721      2,433,134
                                                   -----------    -----------

                                                     4,794,945      5,304,368

  Less consistedaccumulated ofdepreciation theand following:amortization    (2,876,531)    (2,098,559)
                                                   -----------    -----------

                                                   $ 1,918,414      3,205,809
                                                   ===========    ===========

~~September 30~~Property, furniture and ------------------- 2000 1999 ---- ---- Land $ 718equipment,~~308 -- Building 625~~ net,~~194~~ included in long-~~- Leasehold~~term ~~improvements 946,343 599,107 Furniture~~assets of discontinued operations was zero and ~~fixtures 581~~$936,389 528,698 Equipment 2,433,134 2,372,530 ----------- ----------- 5,304,368 3,500,335 Less227 ~~accumulated~~as ~~depreciation~~of ~~and~~September ~~amortization (2~~30,~~098,559) (2,266,975) ----------- ----------- $~~ 32001 and 2000,~~205,809 1,233,360 =========== ===========~~ respectively.

F-35

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1214. FINANCING COSTS

As of September 30, ~~2000~~2001, financing costs, amortized over the life of the debt instruments using the effective interest rate method, consisted of the following:

                                                                                                          Financing           Accumulated
                                                                                                              costs               amortization       Net
                                                                                                          ---------           ------------       ---

Offering costs of the eBanker private placement       $   938,374       (192287,821998)       745650,553376
     units allocated to the convertible debentures

Financing costs for guarantee of dividends by           
  related party                                        62,500        (1629,672176)        4533,828324
  related party
Financing fee for extension of due date for the                 25,000        (25,000)          --
  convertible debenture to related party
                                                                                                     -----------    -----------    -----------

                                                                                                     $ 1,025,874       (234342,493174)       791683,381700
                                                                                                     ===========    ===========    ===========

Financing Accumulated costs amortization Net --------- ------------ --- OfferingAs ~~costs~~ of ~~the~~September ~~eBanker~~30, ~~private placement $ 938~~2000,~~374 (97,644) 840,730~~ ~~units~~financing ~~allocated~~costs, toamortized over the ~~convertible~~life ~~debentures Financing~~of ~~costs~~the ~~for~~debt ~~guarantee~~instruments ofusing ~~dividends by 62,500 (4,168) 58,332~~the ~~related~~effective ~~party Financing~~interest ~~fee~~rate ~~for~~method, ~~extension~~consisted of ~~due date for~~ the ~~25,000 (6,250) 18,750 convertible~~ debenture to related party ----------- ----------- ----------- $ 1,025,874 (108,062) 917,812 =========== =========== =========== following:

eVISION                                                    Financing      Accumulated
                                                      costs        amortization       Net
                                                    ---------      ------------       ---

Offering USA.COMcosts of the eBanker private placement    $   938,374       (192,821)       745,553
   units INC.allocated ANDto SUBSIDIARIESthe convertible debentures

Financing costs for guarantee of dividends by
  related party                                         62,500        (16,672)        45,828

Financing fee for extension of due date for the         25,000        (25,000)          --
  convertible debenture to related party
                                                   -----------    -----------    -----------
                                                   $ 1,025,874       (234,493)       791,381
                                                   ===========    ===========    ===========

F-36

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1315. OTHER LONG-TERMNONCURRENT ASSETS

Other ~~long-term~~ noncurrent assets consisted of the following:

                                                                                                                         September 30,
                                                                                                                       -----------------
                                                          2000                                                           2001         19992000
                                                                                                                     ----         ----

         Investment in Global Med                          $       --        790,933      100,000
         Receivables from employees, net of amortization               --        984,770      350,554
         Security and clearing deposits                                               27,433      204,208       98,644
         Other long-term assets                                11                               705,364294       1011,797364
                                                                                                             ----------   ----------

                                                                                                             $  732,727    1,991,275      559,995
                                                                                                             ==========   ==========

~~During~~Other ~~the~~long-term ~~year ended~~assets ~~September~~included ~~30,~~in ~~2000,~~long-term ~~the~~assets ~~Company purchased 1,000,000 shares~~ of ~~Global~~discontinued ~~Med restricted~~operations ~~common~~was ~~stock for~~ $~~500~~27,~~000~~433 and ~~was granted 50,000 shares, valued at~~ $29921,~~688, in consideration of a lockup agreement. Additionally, during the years~~792 ~~ended September 30, 2000 and 1999, eBanker was granted a total of 315,907 shares of common stock of Global Med~~ as ~~payment~~ of financing fees and 450,000 shares of common stock of Global Med in consideration of the lockup agreement. These shares were valued at $435,419 and $267,188, respectively. The investment in Global Med is accounted for under the equity method of accounting for investments. As of September 30, ~~2000~~2001 and ~~1999~~2000, ~~the Company owned approximately 13.45% and 0.05%,~~ respectively~~, of Global Med’s outstanding common stock~~. The Company had no ownership of Global Med’s outstanding common stock at September 30, 1998. During the year ended September 30, 2000, the Company recognized $497,660 of equity losses related to its investment in Global Med. Losses recognized during the year ended September 30, 1999 were insignificant.

~~The~~During ~~following~~the isyear aended September ~~table~~30, 2000, the Company purchased 1,000,000 shares of Global Med ~~summary~~restricted ~~information~~common stock for $500,000 and was granted 50,000 shares, valued at $29,688, in consideration of a lockup agreement. Additionally, during the years ended September 30, 2000 and 1999, eBanker was granted a total of 315,907 shares of common stock of Global Med as payment of financing fees and 450,000 shares of common stock of Global Med in consideration of the lockup agreement. These shares were valued at $435,419 and $267,188, respectively. The investment in Global Med was accounted for under the ~~twelve~~equity ~~months~~method ~~ended~~of accounting until November 20, 2000, at which time the investment was consolidated. As of September 30, 2001 and 2000, the Company owned approximately 59% and ~~1999~~13%, respectively, of Global Med’s outstanding common stock, including shares issued as prepayment of interest described in Note 11. During the years ended September 30, 2001 and 2000, the Company recognized $238,718 and $497,660, respectively:, of equity losses related to its investment in Global Med. Losses recognized during the year ended September 30, 1999 were insignificant.

F-37

2000 1999 ---- ---- Revenues $eVISION 4INTERNATIONAL,560,000 5,452,000 Loss fromINC. continuingAND operations (1,707,000) (2,068,000) Total assets 4,845,000 2,879,000 Total liabilities 9,776,000 6,963,000 SUBSIDIARIES

Receivables from employees relate to forgivable loans made to retail brokers. Such loans bore interest at 8% to 10% and generally were due within two to five years from the date the broker joined American Fronteer. The loans and interest were forgiven over the term of the loans and were amortized on a straight-line basis through a charge to commissions expense. In the event a broker left the Company prior to the end of the loan term, the unforgiven loan balance and related interest were due from the broker. These receivables were assigned to APR in the transaction that occurred on December 19, 2000 described in Note 1. See the unaudited proforma financial information in Note 27.

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1416. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

                                                                                       September 30,
                                                                                     -----------------
                                                                                   2001          2000         1999
                                                                                   ----                   ----

                    Trade accounts payable     $  936 2,335    1347,324281       936,594335
                    Accrued legal reserves                 575,000       207,000      819
                Accrued lease exit costs     4,001776,777          --
                    Payroll related accounts             700,496       654,290      582,409
                    Other accrued expenses             1,706,992     1,470,828      691,845
                                                                          -----------   -----------

                                                                          $310,268106,453    546     3,417268,849453
                                                                          ===========   ===========

~~NOTE~~Accounts ~~15.~~payable ~~LEASES~~and accrued ~~AND~~expenses ~~LONG-TERM~~included ~~DEBT~~in current assets of discontinued operations were $4,134,374 and $1,233,618 as of September 30, 2001 and 2000, respectively.

~~Leases~~Included in accrued lease exit costs are estimated lease termination and other costs of approximately $1,565,000 related to leases which were transferred to APR as part of the transaction with them on December 19, 2000. Because it is believed that APR has been prevented from operating as a full service broker/dealer, American Fronteer my be ultimately responsible for these costs, and as such, they have been accounted for as of September 30, 2001. Additionally, included in lease exit cost is an estimate of lease and other costs associated with the Company’s former headquarters of approximately $1,870,000, net of deferred rent of $1,341,109.

TheNOTE Company and its subsidiaries lease office space under long-term noncancelable operating leases17. The leasesLEASES provideAND for annual escalations for utilities, taxes, and service costs, as well as escalating rental rates over the terms of the leases. The Company received a cash payment for rent concessions when it entered into the office lease for its corporate headquarters in 1996. The amount was recorded as deferred rent concessions and is being amortized to income over the term of the lease on a straightLONG-lineTERM basis. Rent expense, net of sublease income of $71,686 for the year ended September 30, 2000, included in the consolidated statements of operations was $2,239,607, $1,983,102, and $1,809,255 for the years ended September 30, 2000, 1999 and 1998, respectively. DEBT

The company leases certain equipment under capital leases. Included in equipment in the accompanying balance sheets are assets held under capital leases in the amounts of $96,123 and $152,809, net of accumulated amortization of $97,337 and $40,651 at September 30, 2000 and 1999, respectively. Leases

~~eVISION~~The ~~USA~~Company and its subsidiaries lease office space under long-term noncancelable operating leases.~~COM~~ The leases provide for annual escalations for utilities, ~~INC~~taxes, and service costs, as well as escalating rental rates over the terms of the leases. ~~AND~~The Company ~~SUBSIDIARIES~~received a cash payment for rent concessions when it entered into the office lease for its corporate headquarters in 1996. The amount was recorded as deferred rent concessions and is being amortized to income over the term of the lease on a straight-line basis. Rent expense, net of sublease income of $17,340 and $71,686 for the years ended September 30, 2001 and 2000, respectively, included in the consolidated statements of operations was $4,292,723, $2,239,607, and $1,983,102 for the years ended September 30, 2001, 2000 and 1999, respectively.

The company leases certain equipment under capital leases. Included in equipment in the accompanying balance sheets are assets held under capital leases in the amounts of zero and $96,123, net of accumulated amortization of $193,460 and $97,337 at September 30, 2001 and 2000, respectively.

F-38

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following represents the minimum lease payments remaining under capital leases, the future minimum lease payments ~~and sublease income~~ for all noncancelable operating leases at September 30, ~~2000~~2001:

                                                                                                   Capital           Operating    Sublease
                                                                                                    Leases      Leases       IncomeLeases
                                                                                                   -------           ---------    --------

                  2001                                   2002                                 $  70,812    160,886,201    (104,830)
                  2002                       46,457    605      1,573655,139     (44,625)415
                                 2003                                                                 --              1,250332,209        --485
                                 2004                                                                 --              1,057119,400        --106
                                 2005                                                                 --              1,059,975        
               2006                                        --          981,223
                                 Thereafter                                                     --      1          503,484,546        --323
                                                                                                ---------    -     --------   ---------

          Total minimum lease payments and
                      sublease income                       117                          60,269    8605      6,311651,470    527
          Less amount representing interest              (1493,455968)
                                                            =========   =========
Less amount representing interest           (11,553)
                                                                                                ----------

          Present value of minimum lease payments   $ 105    56,716637
                                                                                                ==========

The lease payments included in the table above include that pertaining to discontinued operations of $1,696,398.

Long-Term Debt

Long-term debt as of September 30, ~~2000~~2001 and ~~1999~~2000 was comprised of the capital leases described above and a note payable to a credit union, secured by real property, with monthly principal and interest payments of $723,~~214~~395. The note payable bears interest at 9.6% per annum and the loan matures June 5, 2025. The balances were as follows:

                                                                                                       September 30,
                                                                                                  -----------------------
                                                                                                 2001         2000               1999
                                                                                                 ----                        ----

          Capital leases                                                   $    56,637      105,716             160,163
          Long-term debt                                                        882,947      827,668                --
                                                                                          ---------              ----------

                                                                                              939,584      933,384             160,163
          Less current portion                                           (70148,632913)                 (70,812632)
                                                                                          ---------              ----------

                                                                                         $   790,671      862,752              89,351
                                                                                          =========              ==========

~~eVISION~~Included ~~USA.COM~~in current and long-term debt of discontined operations as of September 30, ~~INC~~2001 is $56,637, of which all of it is current. ~~AND~~Included ~~SUBSIDIARIES~~in current and long-term debt of discontined operations as of Septem-ber 30, 2000 is $105,716 of which $61,372 is current.

F-39

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1618. CONVERTIBLE DEBENTURES

Fronteer Development ~~May~~ May 1998 Private Placement

On May 26, 1998, Fronteer Development Finance Inc. (which was later merged into eBanker) commenced a private placement of 30,000 units (Unit) each consisting of (i) one $1,000 convertible debenture, due August 1, 2008, paying 10% per annum; (ii) 100 Class A common shares; and (iii) warrants exercisable at $3.00 per share for 500 Class A common shares (Fronteer Development Private Placement).

Per the terms of the Fronteer Development Private Placement, the portion of the cost per Unit allocable to the convertible debentures was 83.4%. A total of 7,958 units were issued through the Fronteer Development Private Placement for proceeds of $6,832,851, net of issuance costs of $1,125,149. Therefore, the convertible debentures were recorded at 83.4% of the $7,958,000 face amount of the convertible debentures. The discount on the convertible debentures is being amortized as an adjustment to the stated interest rate of 10% using the interest method. Original issue discount amortization of $90,948, $67,046, ~~and~~ $114,061 has ~~been~~ been recognized for the years ended September 30, 2001, 2000 and 1999, respectively. AFFC, as placement agent, received approximately $1,034,000 in commissions and investment banking fees related to this placement which is eliminated in consolidation.

The convertible debentures are scheduled to mature on August 1, 2008 and bear interest at 10% per annum, payable each February 1st and August 1st. These debentures are convertible into shares of common stock of eBanker at a conversion price of $5.00 per share. Accrued interest expense on the convertible debentures at September 30, 2001, 2000 and 1999 was $121,633, $123,300, ~~and~~ $132,633, respectively.

The offering memorandum for the Fronteer Development Private Placement included 3,000,000 shares of authorized Class B common stock, and required eVision to purchase Class B common stock in the amount of no less than 26.67% of the amount of Units purchased by outside investors. eVision fulfilled its commitment. This investment is eliminated in the accompanying consolidated balance sheets. There were no commissions or expenses associated with the Class B common stock issuance.

In March 1999, in connection with the merger of Fronteer Development into eBanker, the Fronteer Development Class B Common Stock owned by eVision, which had a 30 to 1 voting preference, was exchanged for an equivalent number of shares of eBanker common stock. The eBanker common stock has one vote per share. In addition, the articles of incorporation of eBanker designated the Series A Preferred Stock consisting of one share. The Series A Preferred Stock gives the holder 50% of the vote in the election of Directors of eBanker. eBanker sold the Series A Preferred Stock to eVision for $1,000 which is eliminated in consolidation.

F-40

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

eBanker March 1999 Private Placement

In March 1999, eBanker commenced the March 1999 Private Placement of 3,000,000 units. Each unit consisted of one share of common stock and one detachable warrant to purchase one share of eBanker’s common stock. Each March 1999 Private Placement Unit was sold for $6.00. The detachable warrants were exercisable to purchase one share of common stock at an exercise price of $8.00 per share until August 31, 2000. The period to exercise the warrants was extended by the eBanker board of directors until May 22, 2002, or in the event that eBanker’s securities are traded publicly prior to May 22, 2002, the extension period will end 90 days after eBanker’s securities are traded publicly. A total of 895,779 March 1999 Private Placement Units were issued for proceeds of $4,659,627, net of issuance costs of $715,047. AFFC, as placement agent, received approximately $698,000 of commissions and investment banking fees related to this placement which is eliminated in consolidation.

As of September 30, ~~2000~~2001, there are warrants outstanding for the purchase of 4,874,779 shares of eBanker’s common stock of which 3,979,000 warrants are exercisable at $3.00 per share until August 11, 2003, and 895,779 warrants are exercisable at $8.00 per share until May 22, 2002, or earlier as described above. In the event that eBanker’s securities are traded publicly prior to May 22, 2002, the exercise period will end 90 days after eBanker’s securities are traded publicly. In addition to these warrants, AFFC, the placement agent for the Private Placement and the March 1999 Private Placement, received warrants to purchase 169,158 shares of eBanker common stock. Under the terms of the agreement relating to 79,580 underwriting warrants, AFFC or its assigns could exercise up to 25% of the warrants through March 30, 1999, as amended by the eBanker board of directors, and the remaining 75% may be exercised after November 30, 1999 but before August 11, 2003 for an exercise price of $3.00 per share. AFFC assigned certain of the warrants to certain individuals who exercised 9,145 warrants in March 1999 for which the eBanker received $27,435. For the remaining 89,578 underwriting warrants, the terms of the agreement provide for the purchase of one share of common stock of the eBanker at a price per share of $8.00 exercisable through July 31, 2004.

~~NOTE~~The ~~17.~~following ~~CONVERTIBLE~~summarizes the ~~DEBENTURES~~activity TOof ~~RELATED~~eBanker ~~PARTY~~warrants to purchase shares of common stock of eBanker for the year ended September 30, 2001:

In December 1997, the                                                                Weighted
Company                                                 Number sold Online Credit a ten year $4,000,000 10% Convertible Debenture that
is convertible into shares of common stock of the Company at a price of $0.53125       Average
per                                                  Warrants    Exercise share until December 15, 2007, unless sooner paid, and an option to purchasePrice
a $11,000,000 10% Convertible Debenture that is convertible into shares of                                                 ---------    --------------
common
               Balance stock of the Company at aOctober 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 $21,500,000.
On September 232000         5, 1998639, Online Credit and the Company agreed to amend the terms
of the remaining 426       $8,500,000 of the $11,000,000 10% Convertible Debenture by
increasing the interest rate to 12%, changing the conversion price from $04.6147
per share to the lower of $0.35 or the fair market value per share, and               Issued                                  --           --
establishing the default conversion price at $0.10 per share. On September 25,               Exercised                               --           --
1998, Online Credit partially exercised its option to purchase $8,500,000 of 12%               Canceled                                --           --
Convertible Debentures by purchasing a $500,000 12% Convertible Debenture from                                                  ---------        -----
the Company. During the year ended September 30, 1999, Online Credit purchased
an               Balance additionalat $1,000,000 convertible debenture. As of September 30, 2000 and
19992001      5, Online Credit held a total of $8639,000,000426       $ in convertible debentures4. 47
                                                  =========        =====

~~eVISION~~All ~~USA.COM,~~of ~~INC.~~the ~~AND~~outstanding eBanker ~~SUBSIDIARIES~~warrants are exercisable and expire in the years 2002 to 2005.

F-41

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~The~~In ~~quarterly~~December ~~interest~~1997, the ~~payments~~Company onsold ~~the~~Online ~~convertible~~Credit ~~debentures~~a ~~purchased~~ten ~~pursuant~~year to$4,000,000 ~~the~~10% ~~convertible~~Convertible Debenture ~~debenture~~(Convertible ~~agreement~~Debenture) ~~are~~that ~~currently~~is ~~being~~convertible ~~made~~into in shares of ~~the Company’s~~ common stock. ~~During~~of the Company ~~year~~at ~~ended~~a ~~September~~price ~~30,~~of ~~2000~~$0.53125 ~~and~~per ~~1999~~share until December 15, 12007,~~705~~ unless sooner paid,~~014~~ and 1 an option to purchase a $11,~~569~~000,~~417~~000 10% Convertible Debenture (Option) that is convertible into shares of ~~the~~ common stock of the Company, ~~respectively,~~at ~~were~~a ~~issued~~price of to$0.61 ~~pay~~per share until ten years from the ~~accrued~~date ~~interest~~of issue unless sooner paid. Online ~~Subsequent~~Credit topartially ~~September~~exercised 30the option and purchased additional 10% Convertible Debentures totaling $2,500,000. ~~2000~~On September 23, ~~428~~1998,~~583~~ ~~common~~Online Credit ~~shares~~and the Company agreed to amend the terms of the ~~Company~~remaining ~~were~~$8,500,000 ~~issued~~of tothe $11,000,000 ~~pay~~10% Convertible Debenture by increasing the interest ~~through~~rate ~~September~~to 3012%, changing ~~2000~~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 ~~has~~partially ~~agreed~~exercised its option to ~~allow~~purchase ~~eVision~~$8,500,000 toof ~~pay~~12% ~~interest~~Convertible onDebentures ~~these~~by ~~convertible~~purchasing a ~~debentures~~$500,000 in12% ~~cash~~Convertible orDebenture infrom ~~shares~~the ofCompany. ~~eVision~~During ~~common~~the ~~stock~~year ended September 30, at1999, ~~eVision’s~~Online Credit purchased an additional $1,000,000 convertible ~~option~~debenture. As of September 30, ~~until~~2000 ~~April~~and 11999, ~~2002~~Online Credit held a total of $8,000,000 in convertible debentures.

~~NOTE~~At 18September 30, 2000 and 1999, the current portion of the convertible debentures of $500,000 was due March 2001 and March 2000, respectively. ~~INCOME~~In ~~TAXES~~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.

~~Income~~The ~~tax~~quarterly ~~expense~~interest payments ~~for~~on ~~each~~the convertible debentures purchased pursuant to the convertible debenture agreement are currently being made in shares of the ~~three~~Company’s common ~~years~~stock. During the year ended September 30, ~~consisted~~2000 and 1999, 1,705,014 and 1,569,417 shares of the ~~following:~~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.

~~2000 1999 1998~~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 ~~Current~~ 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 $~~604~~8,~~196 136~~000,~~631 --~~000 prior to the satisfaction in May 2001 of $660,000 of convertible ~~Deferred -- -- 290~~debentures. Of the remaining $7,~~320~~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 $~~604~~7,~~196 136~~000,~~631 290~~000 of convertible debentures. As part of the agreement,~~320~~ 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.

F-42

IncomeeVISION tax expense for the years ended September 30INTERNATIONAL, 2000, 1999 and 1998, differs from the amounts of expected benefit computed by applying the UINC.S. FederalAND income tax rate of 34% to loss from continuing operations before income taxes as a result of the following: SUBSIDIARIES

                                                       2000           1999           1998
                                                       ----           ----           ----

  Computed "expected" income tax benefit          $(1,461,000)    (1,037,821)    (2,274,242)
  Income tax expense (benefit) resulting from:
     Nondeductible expenses                             9,000         19,487        159,948
     State taxes, net of Federal benefit             (148,000)      (166,527)      (150,268)
     Change in valuation allowance for deferred
            tax assets                              2,303,000      1,328,000      2,393,308
     Other                                            (98,804)        (6,508)       161,574
                                                  -----------    -----------    -----------

     Income tax expense                           $   604,196        136,631        290,320
                                                  ===========    ===========    ===========

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~Temporary~~On ~~differences~~August 19, 2001 in ~~between~~conjunction ~~financial~~with ~~statement~~the ~~carrying~~asset ~~amounts~~transfer, eBanker and ~~the~~Online ~~tax~~Credit ~~bases~~entered ofinto ~~assets~~an option hedge agreement whereby Online Credit agreed to the cancellation and ~~liabilities~~return of common shares of eBanker equal to the number of common shares that ~~result~~are purchased by the Company in ~~significant~~the ~~deferred~~exercise ~~tax~~of ~~assets~~the ~~and~~option ~~liabilities~~agreement ~~are~~dated August as19, ~~follows:~~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.

~~September~~The ~~30, 2000 1999 ---- ---- Deferred tax~~ assets~~: Deferred~~ ~~rent~~of ~~concessions $ 556,000 601,000~~eVision which ~~Accrued~~will ~~expenses 167,000 376,000~~be used as satisfaction of the convertible debentures identified above ~~Allowance~~consist ~~for~~of ~~doubtful~~all ~~accounts 244~~debt,~~000 151,000~~ equity and derivative instruments of eBanker owned by ~~Unamortized~~eVision, ~~employee~~except ~~loans -- (13~~that owned by American Fronteer,~~000) Unrealized~~ ~~loss~~as onof ~~investments 377~~June 8,~~000 --~~ 2001; all shares ~~Investments~~of inGlobal ~~subsidiaries~~Growth; and ~~affiliates -- 29~~1,050,000 ~~Operating~~ ~~loss~~common ~~carryforwards 6~~shares of Global Med. On June 27,~~458~~ 2001,~~000 4,371,000~~ ~~----------- -----------~~these assets were pledged to secure eVision’s performance under all ~~Gross~~convertible ~~deferred~~debentures ~~tax~~currently ~~assets 7,802,000 5,515,000~~outstanding to Online Credit. As consideration ~~Less: valuation~~for ~~allowance (7~~the pledge,~~727,000) (5,424,000) ----------- ----------- Deferred~~ ~~tax~~Online ~~assets~~Credit ~~after~~agreed ~~valuation~~to ~~allowance 75,000 91,000 Deferred~~reduce ~~tax~~the ~~liabilities:~~interest rate from 12% to 2% ~~Property~~on ~~and~~a ~~equipment (75~~$589,~~000) (91,000) ----------- ----------- Gross~~889 ~~deferred~~convertible ~~tax~~debenture ~~liabilities (75~~due June 4,~~000) (91,000)~~ 2006 that was recently issued to Heng Fung in consideration for Heng Fung paying the Convertible Series B-~~---------- -----------~~1 ~~Net~~Preferred ~~deferred~~Stock ~~tax~~dividend ~~asset~~ of eVision in accordance with the guaranty of Heng Fung. The $ ~~-- $ --~~589,889 convertible debenture was assigned by Heng Fung to Online ~~=========== ===========~~ Credit.

~~Net~~Prior ~~operating~~to ~~losses~~the transaction, eVision owned approximately 40% of eBanker’s outstanding common shares and approximately ~~$14~~5% of Global Med. Separately,~~000,000~~ ~~expire~~eBanker ~~during~~owns approximately 43% of Global Med. As part of the ~~years~~agreement, ~~from~~amounts ~~2011~~owing to ~~2015~~eVision from Global Growth of approximately $900,000 were cancelled.

F-43

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 20. INCOME TAXES

For the years ended September 30, 2001, 2000 and 1999, the expense (benefit) for income taxes was included in the consolidated financial statements as follows:

                                       2001         2000        1999
                                       ----         ----        ----

        Continuing operations       $(189,138)     604,196     136,631
        Discountinued operations         --           --          --
                                    ---------    ---------   ---------

                                    $(189,138)     604,196     136,631
                                    =========    =========   =========

Income tax expense (benefit) from continuing operations for each of the three years ended September 30, consisted of the following:

                                    2001         2000        1999
                                    ----         ----        ----

        Current                  $(189,138)     604,196     136,631
        Deferred                      --           --          --
                                 ---------    ---------   ---------

                                 $(189,138)     604,196     136,631
                                 =========    =========   =========

Income tax expense for the years ended September 30, 2001, 2000 and 1999, differs from the amounts of expected benefit computed by applying the U.S. Federal income tax rate of 34% to loss from continuing operations before income taxes as a result of the following:

                                                       2001           2000           1999
                                                       ----           ----           ----

  Computed "expected" income tax benefit          $(2,653,000)    (1,461,000)    (1,037,821)
  Income tax expense (benefit) resulting from:
     Nondeductible expenses                            17,000          9,000         19,487
     State taxes, net of Federal benefit              106,000       (148,000)      (166,527)
     Change in valuation allowance for deferred
            tax assets                              2,128,000      2,303,000      1,328,000
     Other                                            212,862        (98,804)        (6,508)
                                                  -----------    -----------    -----------

     Income tax expense (benefit)                 $  (189,138)       604,196        136,631
                                                  ===========    ===========    ===========

F-44

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities that result in significant deferred tax assets and liabilities from continuing operations are as follows:

                                                              September 30,
                                                           2001           2000
                                                           ----           ----
Deferred tax assets:

   Deferred rent concessions                          $      --          556,000
   Accrued lease exit costs                             1,285,000           --
   Accrued expenses                                        40,000        167,000
   Allowance for doubtful accounts                        375,000        244,000
   Operating loss carryforwards                         4,078,000      1,815,000
                                                      -----------    -----------

   Gross deferred tax assets                            5,778,000      2,782,000
   Less:  valuation allowance                          (4,837,000)    (2,707,000)
                                                      -----------    -----------

      Deferred tax assets after valuation allowance       941,000         75,000

Deferred tax liabilities:
    Deferred revenue                                     (866,000)          --
    Property and equipment                                (75,000)       (75,000)
                                                      -----------    -----------

    Gross deferred tax liabilities                       (941,000)       (75,000)
                                                      -----------    -----------

      Net deferred tax asset                          $      --      $      --
                                                      ===========    ===========

Net operating losses of approximately $10,000,000 expire during the years from 2011 to 2016.

In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that the deferred tax asset would be realized. The ultimate realization of the deferred tax asset is dependent on the generation of future taxable income in the period in which the temporary differences become deductible. The Company has established a valuation allowance for deferred taxes due to the uncertainty that the deferred tax asset will be realized. In determining the valuation allowance, management considered factors including the reversal of existing temporary differences and estimates of future taxable income.

F-45

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1921. COMMITMENTS AND CONTINGENCIES

OnLegal 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 on its merits. Proceedings

~~Although~~On ~~eBanker~~or ~~does~~about ~~not~~September 8, ~~hold~~2000, ~~itself~~Michael ~~out~~Halperin, asM.D., ~~being~~and ~~primarily~~Donald ~~engaged~~Kern, inD.D.S., ~~the~~shareholders ~~business~~ of ~~investing~~eBanker, ~~reinvesting,~~filed ora ~~trading~~complaint in ~~securities,~~the ~~for~~United ~~several~~States ~~quarters~~District ~~its~~Court ~~asset composition~~for ~~may have fallen outside~~ the ~~limits~~Southern ~~set~~District of inNew ~~Section~~York 3(~~a)(1)(C)~~Case ofNo. 00 ~~the Investment~~CIV. ~~Company~~6769) ~~Act~~against ofeBanker, ~~1940~~eVision, ~~as amended~~AFFC, (and the officers ~~1940~~and/or ~~Act)~~directors ~~for~~of ~~not~~eVision ~~being~~and ~~deemed an~~eBanker. ~~“investment~~Among ~~company”~~other claims, ~~and~~the complaint ~~its~~alleged ~~asset~~that eBanker and ~~income~~eVision ~~composition~~misrepresented ~~may~~and/or ~~have~~omitted ~~fallen~~material ~~outside~~facts ~~the limits set~~ in ~~Rule~~their ~~3a-1~~private ~~under~~offering ~~the~~memoranda, ~~1940~~communications ~~Act for this purpose.~~with ~~In addition~~shareholders, ~~due~~and toin ~~stock~~eVision’s ~~sales~~Annual ~~made~~Report inon ~~the~~Form ~~third~~10-K, ~~quarter~~in ofviolation ~~calendar 1999,~~of ~~eBanker~~Sections ~~had~~10(b) aand ~~few~~10b-5 ~~more~~of ~~than~~the ~~100~~Securities ~~beneficial~~Exchange ~~owners~~Act of ~~its~~1934. ~~outstanding~~Among ~~securities,~~other ~~calculated~~items, asthe ~~provided~~plaintiffs ~~for~~were inseeking ~~Section~~compensatory ~~3(c)(1)~~damages of ~~the~~no ~~1940~~less ~~Act~~than $70,000,000. ~~during~~On ~~the~~December ~~period beginning~~7, ~~with that quarter through February 2001~~2000, atthe ~~which~~Company ~~time~~filed ~~eBanker repurchased~~a ~~shares~~motion ~~from enough holders~~ to ~~bring~~dismiss ~~this~~all ~~figure back under 100.~~of ~~During~~ the ~~period~~claims in ~~which~~this ~~eBanker~~matter. ~~had~~On ~~more~~March ~~than~~19, ~~100 beneficial owners~~2001, ~~it could not rely on Section 3(c)(1) in order not to register under~~ the ~~1940~~United ~~Act, although~~States itDistrict ~~may have been entitled to rely on other exclusions. If eBanker was~~Court ~~required~~for tothe ~~have~~Southern ~~been~~District ~~registered~~of ~~under~~New ~~the~~York ~~1940~~issued ~~Act~~Opinion ~~during~~and ~~this~~Order ~~period,~~number ~~certain~~85313 ~~transactions~~regarding itCase ~~entered~~No. 00 ~~into during the period may be subject to rescission~~CIV. ~~Following~~ ~~consultation with outside legal counsel~~6769, ~~management~~in ~~believes~~which this ~~matter~~ ~~did~~case ~~not~~was ~~and~~dismissed ~~will~~in ~~not~~its entirety. ~~have~~The aplaintiffs ~~material~~are ~~effect~~currently onpursuing ~~its~~an ~~business~~appeal ~~activities~~of orthe order ondismissing ~~its~~their ~~financial condition or results of operations~~complaint.

~~The~~On ~~Company~~or isabout aJune ~~defendant~~15, 2001, Michael Halperin filed a counterclaim in ~~certain~~District ~~other~~Court ~~arbitration~~in the State of Colorado against eBanker and ~~litigation~~a ~~matters~~third ~~arising~~party ~~from~~claim ~~its~~against ~~activities~~eVision, AFFC, and officers and/or directors of eBanker and eVision. The counterclaim was filed in response ~~After~~to ~~consultation~~eBanker’s lawsuit alleging that Halperin defamed eBanker and interfered with ~~outside~~eBanker’s ~~legal~~prospective ~~counsel~~business relations. In his counterclaim, Halperin ~~management~~alleged ~~believes~~that eBanker and the ~~ultimate~~other defendants misrepresented and/or ~~resolution~~omitted material facts in eBanker’s private offering memorandum dated May 26, 1998 in violation of ~~these~~the ~~arbitration~~Colorado Securities Act and ~~litigation~~common ~~matters~~law ~~will~~fraud principles. ~~not~~On ~~have~~August 17, 2001, eBanker and the other defendants filed a ~~material~~Motion ~~adverse~~to ~~effect~~Dismiss onHalperin’s counterclaim and third-party claims. On November 1, 2001, the ~~financial~~Court ~~condition~~granted oreBanker’s ~~operations~~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 ~~Company~~order dismissing his claim. This request was denied on January 2002.

~~NOTE~~Although 20eBanker 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 ~~STOCKHOLDERS’~~addition, ~~EQUITY~~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.

~~Authorized~~On ~~Shares~~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.

F-46

DuringeVISION the year ended September 30INTERNATIONAL, 2000, the number of authorized shares of common stock was increased from 100,000,000 to 1,000,000,000INC. AND SUBSIDIARIES

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~Preferred~~On ~~Stock~~March 17, 2000, Philip ~~Private~~and ~~Placements~~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.

~~eVision~~The Company is ~~authorized~~a todefendant ~~issue~~in ~~25,000,000~~certain ~~shares~~other ofarbitration ~~preferred~~and ~~stock.~~litigation Ofmatters ~~the~~arising ~~authorized~~from ~~shares,~~its ~~87,500~~activities. ~~shares~~After ~~have~~consultation ~~been~~with ~~designated~~outside aslegal ~~Series~~counsel, Amanagement ~~Preferred~~believes ~~Stock~~the ~~and retired, 3,000,000~~ultimate ~~shares~~resolution ~~have~~of ~~been~~these ~~designated~~arbitration asand ~~Series~~litigation ~~B Preferred Stock~~matters, ~~2,000,000~~including ~~shares have~~those ~~been~~mentioned ~~designated~~above, aswill ~~Convertible~~not ~~Series~~have Ba ~~Preferred~~material ~~Stock~~adverse ~~and~~effect ~~2,000,000~~on ~~shares~~the financial ~~have~~condition ~~been~~or ~~designated~~operations asof ~~Convertible~~the ~~Series B-1 Preferred Stock~~Company.

~~The~~On ~~undesignated~~October ~~preferred~~17, 2001 ~~stock~~American ~~may~~Fronteer beannounced ~~issued~~that init ~~series~~had ~~from~~filed ~~time~~a tovoluntary ~~time~~petition ~~with~~for reorganization ~~such~~under ~~designations,~~Chapter ~~rights, preferences~~11 ~~and~~of ~~limitations~~the asU.S. Bankruptcy Code in the ~~board~~U.S. Bankruptcy ofCourt ~~directors~~in the Southern District of ~~eVision~~New ~~may~~York. ~~determine~~American Fronteer bycurrently ~~resolution.~~plans to pursue an orderly reorganization through the Chapter 11 process.

InNOTE October 1998, eVision commenced a private placement of 1,500,000 shares of its Series B Preferred Stock at a price of $1022.00 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 a price of $10.00 per share. The 25,500 shares of Series B Preferred Stock sold in eVisionSTOCKHOLDERS’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 issuance costs of $244,853. EQUITY

~~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~~Private 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 150,000 warrants, based on the proceeds of the offering, that allow the holder to purchase 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, which is eliminated in consolidation. 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 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. Placements

~~eVISION~~eVision ~~USA.COM~~is authorized to issue 25,000,000 ~~INC~~shares of preferred stock. ~~AND~~Of ~~SUBSIDIARIES~~the authorized shares, 87,500 shares have been designated as Series A Preferred Stock and retired, 3,000,000 shares have been designated as Series B Preferred Stock, 2,000,000 shares have been designated as Convertible Series B Preferred Stock and 2,000,000 shares have been designated as Convertible Series B-1 Preferred Stock.

The undesignated preferred stock may be issued in series from time to time with such designations, rights, preferences and limitations as the board of directors of eVision may determine by resolution.

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 a price of $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 issuance 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 150,000 warrants, based on the proceeds of the offering, that allow the holder to purchase 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, which is eliminated in consolidation. 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 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.

F-47

eVISION INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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. ~~Online~~Heng ~~International~~Fung has guaranteed the payment of any cash dividends that accrue on the Convertible Series B-1 Preferred Stock through October 31, 2002. The semi-annual dividend payable on shares of Convertible Series B-1 Preferred Stock will be equivalent to three and one-half one hundredths of a share of Convertible Series B-1 Preferred Stock for each outstanding share of ~~Convertible~~ Convertible Series B-1 Preferred Stock. Any Convertible Series B-1 Preferred Stock issued as a dividend on the Convertible Series B-1 Preferred Stock will have 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 semi-annually beginning October 31, 1999, and continuing 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 immediately 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~~ 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~~ 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~~ price of $12.50 per share plus any accrued and unpaid dividends.

In consideration for ~~Online~~Heng ~~International~~Fung’s guaranty, eVision issued an affiliate of ~~Online International~~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 ~~Online~~Fung ~~International~~ is required to make dividend payments as a result of its guaranty, eVision will issue to ~~Online~~Heng ~~International~~ Fung or its designee a five year 12% convertible debenture equivalent to the amount that ~~Online~~Heng ~~International~~Fung is required to pay on the guaranty, unless the act of eVision in issuing such a debenture would be deemed to be an illegal distribution pursuant to the Colorado Business Corporation Act. In such event, ~~Online~~ ~~International~~Heng Fung or its designee would receive, instead of a 12% ~~convertible~~ 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.

F-48

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Warrants

On February 16, 1996, the Company commenced a private placement of 6,000,000 shares of its $.0l par value common stock at a price of $1.00 per share, and 6,000,000 Class A redeemable common stock purchase warrants at a price of $.10 per warrant (collectively, the Private Placement). The warrants entitle the holder to purchase one share of common stock at $1.50 per share at any time until February 1, 2004, as amended. In addition, the Company issued 595,865 warrants to AFFC in accordance with the Private Placement that allows the holder to purchase one share of common stock at a price of $1.50 per warrant until February 1, 2004, as amended. There are 6,464,518 warrants outstanding as of September 30, ~~2000~~2001.

NOTE 2123. STOCK OPTIONS

The 1996 Plan authorizes the granting of options to officers, directors, employees and consultants of eVision to purchase up to 1,250,000 shares of eVision’s common stock. No option may be granted after April 8, 2006. As of September 30, ~~2000~~2001, no options were outstanding under the plan.

The September 1996 Plan authorizes the granting of options to purchase up to 15,000,000 shares of eVision’s common stock. No options may be granted after April 8, 2006. As of September 30, ~~2000~~2001, options to purchase 31,~~946~~054,~~267~~933 shares of eVision’s common stock at $.20 to $2.88 per share through 2010 were outstanding. Of such options, options to purchase ~~730~~659,~~618~~282 shares were exercisable at September 30, ~~2000~~2001.

eVision has also granted nonqualified stock options, outside of the plans described above. As of September 30, ~~2000~~2001, there were nonqualified options to purchase 111,~~968~~914,333 ~~shares~~ shares of eVision’s common stock held by certain directors, officers and consultants at exercise prices between $0.20 and $2.88 per share. These options expire in 2008 and 2009. As of September 30, ~~2000~~2001, 8807,~~634,778~~055 of these options ~~are~~ are exercisable.

During the year ended September 30, 2000, options to purchase a total of 2,724,557 shares of common stock were exercised. Cash proceeds from the exercises were $414,978. Included in the option exercises are 739,768 shares of common stock that were issued in cashless exercises of options to purchase 1,040,000 shares of common stock and resulted in stock-based compensation expense of $509,241.

On January 16, 2000, options were granted to certain officers and directors to purchase 750,000 shares of eVision common stock at an exercise price equal to the market price of the shares on the grant date of $2.875 per share. The options vested immediately and are exercisable for a period of ten years. On the same date, the Board of Directors and these officers agreed to cancel previously issued options for the purchase of 250,000 shares of common stock of eVision at $0.20 per share, which were exercisable only if eVision achieved basic earnings of $0.10 per share beginning with the year ended September 30, 1999.

F-49

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Certain grants, previously made to two directors for a total of 250,000 shares, had a provision that earnings per share had to be $0.10 before any options would vest. On January 16, 2000, the earnings requirement provision for these options was eliminated. The exercise price was not amended and this resulted in stock-based compensation expense of $668,750.

On June 6, 2001, Fai H. Chan, relinquished his options to purchase 9,000,000 shares of common stock of eVision. The options were from two different grants between November 25, 1998 and January 28, 1999 and were exercisable for ten years from the date of their respective grant dates at prices ranging from $0.20 to $0.30 per share.

The following table presents the activity for options outstanding as of September 30:

                                                                                     2001                            2000                       1999
                                                                    ------------------        ----------    ----------------------------
                                                                       Options               Price*                 Options               Price*
                                                                    --------------     ------        ---    --------------     ---------

  Outstanding, beginning of       1815,060914,166    601        $  0.31       450      18,830060,000   166         $   0.7531
        year
  Granted                          1,838,483           0.61       2,813,700                    1.58      18,955,500       0.31
  Exercised                                                  --                --       (2,724,557)                  0.59        (283,600)      0.20
  Forfeited/cancelled                         (214,234783,708818)                0.3942      (52,441234,734708)                  0.6839
                                                                -----------                                     -----------

  Outstanding, end of year        152,914969,601       266            0.5090      1815,060914,166       601             0.3150
                                                                ==========                      =                ===========

  Exercisable, end of year         9        1,365416,396       0337            1.5559       9,040365,000       396             0.3455
                                                                ==========                      =                ===========

  Weighted average fair
        value of options granted   $    --                        $  3,344,169                $ 3,221,612
                                                                ==========                      =                ===========

*Price reflects the weighted average exercise price.

The following table ~~presents~~ presents the composition of options outstanding and exercisable as of September 30, ~~2000~~2001:

                                          Options Outstanding          Options Exercisable
       ------------------------       -----------------------------    -------------------
       Range of exercise prices       Amount       Price*     Life*      Amount     Price*
       ------------------------       ------       ------     -----      ------     ------

        $  0.20   -     $  0.30       1170        2,777160,734266   $  0.27      8.00     820          7       647,256,043   088  $  0.3021
           0.4072   -      0.63             1,725,500      0.48      8.43            --        --
25           0.70   -      1.00        144,268,367000      0.85      8.28       259,353      0.91
           1.25   -      1.2513          1667        15,000      499     1.25      9.00            --       --02
           2.0050   -           2.88          977765,000      2.83      9.0087          8       850753,000      750     2.8887
                                   ----------                         -                        ----------
Total September 30, 20002001            152,914969,601      0.50      8.14     9266                          1,365416,396      0.55337
                                   ==========                         =                        ==========

*Price and life reflect the weighted average exercise price and weighted average remaining contractual life, respectively.

F-50

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Had the compensation cost for the Company’s stock-based compensation plans been determined based on the fair values of these options, the Company’s fiscal 2001, 2000 and 1999 ~~net~~ net loss and loss per share would have been adjusted to the pro-forma amounts indicated below:

                                                                                                2001            2000                             1999
                                                                                                ----                             ----            ----
     Net loss:
             As reported                              $                     (15,052,312)      (4,902,223)                (3,189,048)
             Pro-forma                                                        (15,075,516)      (7,494,000)                (4,799,000)

     Basic loss per share:
             As reported                                                $             (0.68)           (0.30)                          (0.18)
             Pro-forma                                                                   (0.68)           (0.42)                          (0.26)

In accordance with the disclosure provisions of SFAS No. 123, the fair value of employee stock options granted during fiscal 2001, 2000 and 1999 per the table above, of $23,204, $3,344,169 and $3,221,612, respectively, was estimated at the date of grant using the Black-Scholes model and the following weighted average assumptions:

                                                                                              2001         2000                               1999
                                                                                              ----                               ----         ----

               Volatility                                                        135.25        131.0%                            99.0%
               Risk-free interest rate                                  6.0%                               6.0%         4.8%
               Dividend yield                                                    0.0%                               0.0%         0.0%
               Expected lives                                          3.0 years     3.5 years                    4.3 years

eBanker Stock Option Plan

In January 1999, eBanker’s board of directors authorized the eBanker 1999 Incentive and Nonstatutory Stock Option Plan, effective January 18, 1999 through January 17, 2009, unless sooner terminated. The eBanker board of directors granted to certain eBanker directors, options to purchase 620,000 shares of eBanker common stock at $3.00 per share, exercisable immediately and for a period of ten years. The fair value of the options granted during 1999 of $378,000, included in the 1999 proforma disclosure above, was determined using a weighted average risk-free interest rate of 4.6%; an average expected life of five years; a dividend yield of 0%; and volatility of approximately 0%.

F-51

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2224. EMPLOYEE STOCK OWNERSHIP AND EMPLOYEE BENEFIT PLANS

The Company had adopted an employee stock ownership plan (ESOP) for the employees of the former Fronteer Directory Company. Contributions to the ESOP were at the discretion of the Board of Directors. As of September 30, ~~2000~~2001 and ~~1999~~2000, there were no participants in the ESOP. The ESOP had a loan from the Company of $350,000 representing the payment during the year ended September 30, 1997 by the Company of the ESOP’s debt. The loan was secured by 436,840 shares of the Company’s common stock and is recorded in unearned ESOP shares in the consolidated financial statements as of September 30, 1999. In December 1999, the ESOP repaid $350,000 plus $212,007 of accrued interest to eVision by liquidating a portion of its holdings in eVision common stock. The ESOP owned 81,682 ~~and 418,682~~ shares of the Company’s common stock as of September 30, ~~2000~~2001 and ~~1999, respectively~~2000.

The Company ~~has~~had two retirement saving plans covering all employees who are over 21 years of age and new employees become eligible on the April 1 or October 1 immediately following their employment date. The plans ~~meet~~met the qualifications of Section 401(k) of ~~the~~ the Internal Revenue Code. Under the plans, eligible employees ~~can~~could contribute through payroll deductions up to 15% of their base compensation. The Company ~~makes~~made a discretionary matching contribution equal to a percentage of the employee’s contribution. The Company contributed $~~101~~15,~~303~~859, $88101,~~813,~~303 and $8388,~~894~~813 for the years ended September 30, ~~2000~~2001, ~~1999~~2000, and ~~1998~~1999, respectively. Both of these plans have been terminated by the Board of Directors and the participants have become fully vested in their account balance in accordance with the terms of the plans. One plan has made all distributions to participants. The other plan is in the process of a final distribution which is expected to occur in January 2002.

The Company does not provide any post employment benefits to retired or terminated employees.

eVision Corporate Services, Corporate Net Solutions and eBiz Web Solutions are wholly owned subsidiaries of eVision that ~~provide~~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 $~~308~~241,~~200~~451 and $42308,~~841,~~200 ~~which approximates the cost,~~ for these services for the years ended September 30, ~~2000~~ 2001 and ~~1999~~2000, respectively. eVision, eBanker, eBiz Web Solutions, Corporate Net Solutions, Secutron, and American Fronteer were charged $1,~~336~~195,~~733~~055, $~~523~~1,~~845~~336,733 and $~~106~~523,~~554~~845, ~~which approximates the cost,~~ for these services for the years ended September 30, ~~2000~~2001, ~~1999~~2000 and ~~1998~~1999, respectively and which are eliminated in consolidation.

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 and a significant shareholder of American Pacific Bank. Mr. Tony Chan is also a director of American Pacific Bank.

During the years ended September 30, ~~2000~~2001, ~~1999~~2000 and ~~1998~~1999, the Company paid an outside director $26,576, $140,293, and $106,113 ~~and $50~~,~~000,~~ respectively, for legal services and reimbursement of actual expenses on the Company’s behalf.

F-52

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~NOTE~~On 24September 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. ~~MINIMUM~~Online ~~NET~~Credit ~~CAPITAL~~was positioned ~~REQUIREMENTS~~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.

~~AFFC,~~Q6 asTechnologies aconducted ~~registered~~a ~~securities~~private ~~broker/dealer,~~placement ~~was~~of ~~subject~~certain toof ~~the~~its ~~Securities~~Class ~~and~~B ~~Exchange~~common ~~Commission Uniform~~stock ~~Net~~during ~~Capital~~the ~~Rule~~year ~~(Rule~~ended September ~~15c3-1)~~30, ~~(the~~2000. ~~Rule)~~AFFC ~~and~~received a$144,613 ~~membership~~in ~~agreement~~investment banking fees and ~~with~~received ~~NASD.~~and Inpaid ~~accordance~~commissions ~~with~~of $482,043, during the ~~membership~~year ~~agreement,~~ended ~~AFFC~~September ~~was~~30, 2000, ~~required~~relative to ~~maintain~~ ~~“net~~this ~~capital”~~private ofplacement. ~~not~~AFFC ~~less~~also ~~than~~received ~~$250~~500,000. Asshares of Class ~~September~~B ~~30, 2000,~~Common ~~AFFC~~stock ~~had~~of ~~“net~~Q6 ~~capital”~~Technologies ofas ~~$1,072,352~~selling agent.

~~NOTE~~Also 25in 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. ~~DISCONTINUED~~Effective ~~OPERATIONS~~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.

On March 20, 1998, the Company sold the remaining net assets pertaining to the directory business and Fronteer Marketing Group (FMG), which operations were discontinued during the year ended September 30, 1997, as described below. The net assets had not previously been identified as part of discontinued operations. The net assets were sold for the return by former officers of the Company of 493,500 shares of the Company’s common stock. The net assets were valued by the Board of Directors based on appraisals, existing financing arrangements and estimates. The loss on the sale of the net assets was $249,861, net of an income tax benefit of $159,748.

  Year Ended September 30, 1998:                Directory
  ------------------------------                Business          FMG         Total
                                                ---------         ---         -----

  Revenue                                        $    --           --           --
  Cost of sales and operating expenses             236,502       24,493      260,995
                                                 ---------    ---------    ---------

  Loss before income taxes                        (236,502)     (24,493)    (260,995)
  Income tax benefit                                92,236        9,552      101,788
                                                 ---------    ---------    ---------

  Net loss from discontinued operations          $(144,266)     (14,941)    (159,207)
                                                 =========    =========    =========
  Loss on sale of discontinued operations, net
       of income tax benefit of $159,748         $(249,861)        --       (249,861)
                                                 =========    =========    =========

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Clearing Activities

On July 23, 1996, the Company sold AFFC’s securities brokerage clearing division (Clearing Operation) to MultiSource Services, Inc. (MSI), a new broker/dealer, for a purchase price of $3,000,000, including a $1,500,000 contingency in the form of a forgivable loan from AFFC to MSI, plus the net assets of the Clearing Operation. MSI was formed by Oppenheimer Funds, Inc. (OFI) for the purpose of acquiring the Clearing Operation, and OFI was to retain 80% of the outstanding common stock of MSI. The Company received 20% of the outstanding common stock of MSI. As a result of this transaction, AFFC became a fully disclosed clearing correspondent of MSI. The loan of $1,500,000 was recorded as a loan payable to MSI and was forgivable based on MSI’s revenues during the 28 months following the closing date.

During the year ended September 30, 1997, the Company and AFFC were notified by OFI that a decision had been reached by OFI that MSI and its business were not consistent with the long-term business plans of OFI. Subsequently, a new clearing firm was selected for the customer business of AFFC, and the customer business previously cleared by MSI was moved to the new clearing firm in October 1997. MSI reached its revenue targets for the first $750,000 of the loan, and as a result of this and MSI’s decision to no longer be in the clearing business, the entire $1,500,000 loan was forgiven and was recognized as an extraordinary item during the year ended September 30, 1998.

During 1998, eVision was a 20% shareholder in MSI. As a clearing correspondent of MSI, the Company paid MSI clearing fees of $111,512 for the year ended September 30, 1998. MSI ceased operations in December 1998.

Subsequent to September 30, 1998, the Company and AFFC entered into an agreement with MSI and OFI pursuant to which MSI would withdraw as a registered broker/dealer with the SEC, resign as a member of the NASD and pay the Company a total of $430,000 to reimburse AFFC expenses associated with MSI discontinuing its clearing operation. As a result of the agreement and closing which occurred on December 16, 1998, OFI owns 100% of the outstanding common stock of MSI. Both the Company and AFFC, and OFI and MSI released each other from any claims as part of the agreement.

NOTE 26. SEGMENT REPORTING

eVision’s segments are managed separately based on the fundamentally different products and services offered by the various eVision subsidiaries. ~~The~~Discontined ~~AFFC~~operations or the AFFC division was the securities broker/dealer. The eServices division includes the ~~following~~ following investments or subsidiaries providing computer related products and services: Q6 Technologies, Secutron and MidRange, Corporate Net Solutions, Skyhub and eBiz Web Solutions. eBanker is considered a segment due to the nature of its ownership and operations. Included in the Others segment are eVision, ~~eVision~~ eVision Corporate Services, Global Online Funds, and Global Growth~~, eVision China and OLBroker~~. These subsidiaries include investing activities and the provision of accounting, legal, administrative and back office support for the other subsidiaries and other entities as well.

F-53

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                                                                                       Year ended September 30, 20002001
                                                                                                       -----------------------------
                  Discontined
Consolidated                       AFFC         eServices      Operations     eServices        eBanker            Global Med        Others            Eliminations     Total
------------                             ----       -------    -----    ----        ---     ----       --     --------        ------       ------------     -----

Revenues Revenue  from
   unaffiliated 
customers              $ 231,178093,305     1191        373,985825      2,657    3775,919057        5,064      690118,187680         82,926           --    29        9,773443,213679
Intersegment revenues                    
revenue                 --       447           74,206      181950        694,460    487             --        1,245262,067   385     (12,873031,733822)          --
                                                 -----------       -----------       ----------   -      ---------  --    ---------   --    -----------    -----------
Total revenues                 revenue    $ 231,178093,305     2191        448,432775      3,863    4469,100544        5,524    118,680      1,935345,254   311     (12,873031,733822)   29     9,773443,213679
                                                 ===========       ===========       ==========   =      =========  ==    =========   ==    ===========    ===========

Operating 
income (loss)            $   (9147,147129,685)       (1,064714,037132)       (1,920091,735   661)      (21,456449,982465)    (2143,012306,578)        (2109,728131)   (14,443800,652)
Other   income 
(expense), net         116      (309,588        74611)       (44,385     952)      (403256,569458)        (701,258)    (9051,463300,196)     153       187,108539     (9542,951424,936)
                                                 -----------       -----------       ----------   -      ---------  --    ---------   --    -----------    -----------
Income 
(loss) from
operations 
before 
minority
   interest and 
income taxes        $   (7977,559)     (989439,652296)       (1,517759,166   084)    (31,362348,445119)           (602,904150,723)       (34,693606,394774)
                                ===========   ===========   ==========   ==========  ===========   ===========
Depreciation and
   amortization                $    393,694        8978,138           --       31408    (17,293           --       514225,125588)
                                                 ===========       ===========       ==========   =      =========  ==    =========   ===========

Capital expenditures           $    190,724       726,089           --    1,707,510           --     2,624,323
                                ===========   ===========   ==========   ==========  ===========   ===========
Identifiable assets as of
   September 30, 2000          $  5,162,989     1,833,080   18,435,542    5,611,443   (1,652,168)   29,390,886
                                ===========   ===========   ==========   ==========  ===========   ===========

                                               Year ended September 30, 1999Depreciation
                                               -----------------------------and

Consolidated                      AFFC         eServicesamortization     eBanker     Others     Eliminations     Total
------------                      ----       ------------    -------     ------     ------------     -----

Revenues from unaffiliated
   customers                   $20   365,901310        224,459    9067        948,705481          123,227    1057         45,785,007    1,801,569867           ---      34,193,262
Intersegment revenues                   --      124,362      135,372      622,689      (882,423)             --
                                ----------   ----------  -----------  -----------   -----------    ------------
Total revenues                 $20,901,459    9,829,589            1,920706,379    2,424,258      (882,423)     34,193,262782
                                                 ==========   =    =========  ==    =========  ==      =========   ===========    ============
Operating income (loss)        $(2,521,508)    (504,368)     429,138      482,886            --      (2,113,852)
Other income (expense), net         (2,046)     (40,992)          --     (671,491)           --        (714,529)
                                ----------   ----------  -----------  -----------   -----------    ------------
Income (loss) from operations
   before  minority interest
   and income taxes            $(2,523,554)    (545,360)     429,138     (188,605)           --       2,828,381
                                ==========   ==========  ===========  ===========   ===========    ============
Depreciation and
   amortization                Capital
expenditures     $   386     2,157       35151        130,523305           --        6              2,136            366          2,997           --         427          137,816819
                                                 ==========   =    =========  ==    =========  ==      =========   ===========    ===========    =

Capital expenditures           $   308,868       18,797           --       57,251            --         384,916
                                ==========   ==========  ===========  ===========   ===========    ============
Identifiable 
assets as of
   September 
30, 1999          2001         $ 4   173,764088        150,085    1575     14,268569,440   13,383,675    725        3,323230,851            --300      222,740636,051134        684,437     21,444,259
                                                 ==========   =    =========  ==    =========  ==      =========   ==    ===========    ===========    ===========

F-54

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                                                                                                      Year ended September 30, 19982000
                                                                                                                      -----------------------------

                                          Discontined
Consolidated                  Discontinued*                              Operations      eServices     eBanker        Others     Eliminations     Total
------------                   Operations        AFFC        eServices**   eBanker       Others    Eliminations      Total
                              --------------     ----        ---------     -------               ------         ------------           -----
Revenues
Revenue from
    unaffiliated customers           $         --      18 23,886178,391305     81,454985,279      37657     3,923         8919,711          064      690,187        --     27       29,387773,304213
Intersegment revenues                  revenue                              --              --         447,206       412181,327          --        72,672460    1,245,067  (4841,999873,733)                      --
                                                                        ------------  ------------  --    ----------  -----------  -----------  ----------   ------------
Total revenues               revenue                             $         --      18 23,886178,391305     82,866432,606      37863     4,923        81100,383524    1,935,254  (4841,999873,733)    2729,387773,304213
                                                                        ============  ============  ==    ==========  ===========  ===========  ==========   ============

Operating income (loss               )                   $   (260914,995147)        (31,910064,741037)     (281,785)    (461,255)920,735   (2,459456,281982)                   (6214,959012)    (2,057728,443)
Other income (expense), net            --         250                    116,304           170          --588        74,385      (370403,722569)         --    (905,463)    153,108       (120964,248951)
                                                                        ------------  ------------  --    ----------  ----------   -----------  ----------   ------------
LossIncome (loss) from operations before
   before minority interest and
   income taxes                                         $   (260797,995559)     (989,652)    1,517,166   (3,660362,437445)         (28160,615904)    (463,255693,394)
                                          ============  ============  ============  ===========  ==========   (2============
Depreciation and amortization             $    393,830694        89,003)138          --         31,293        --     (7          514,079,305)125
                                                                        ============  ============  ==    ==========  ===========  ==========   ============

Capital expenditures                      $    190,724       726,089          --      1,707,510        --        2,624,323
                                          ============  ============  ============  ===========  ==========   ============
LossIdentifiable onassets saleas of
     September discontinued30, 2000                   $  5,162,989     1,833,080    18,435,542    5,611,443  (1,652,168)    29,390,886
                                          ============  ============  ============  ===========  ==========   operations,============

                                                               Year netended ofSeptember income30, 1999
   tax                                                               -----------------------------
                                          Discontined
Consolidated                              Operations      eServices     eBanker        Others     Eliminations     Total
------------                              -----------     ---------     -------        ------     ------------     -----

Revenue benefitfrom ofunaffiliated customers       $159 20,748   $   901,459     9,705,227     1,785,007    1,801,569        --       34,193,262
Intersegment revenue                              --         124,362       135,372      622,689    (249882,861423)                       --            
                                          --          --            --          --       ----  ------------  ------------  -----------  ----------   ------------
Total revenue                             $ 20,901,459     9,829,589     1,920,379    2,424,258    (249882,861423)    34,193,262
                                                                        ============  ============  ==    ==========  ===========  ==========   ============

Operating income (loss)                   $ (2,521,508)     (504,368)      429,138      482,886        --       (2,113,852)
Other income (expense), net                     (2,046)      (40,992)         --       (671,491)       --         (714,529)
                                          ------------  ------------  ------------  -----------  ----------   ------------
Income (loss) from operations
   before  minority interest and
   income taxes                           $ (2,523,554)     (545,360)      429,138     (188,605)       --        2,828,381
                                          ============  ============  ============  ===========  ==========   ============

Depreciation and
    amortization                           $     55    386,409         323,033157        2935,802523          --        36,399          6,136        --        444          427,643816
                                                                        ============  ============  ==    ==========  ==========   ===========  ==========   ============

Capital expenditures                               $         --         722    308,887868        3418,392797          --         557,203          251        --        762          384,482916
                                                                        ============  ============  ==    ==========  ==========   ===========  ==========   ============
Identifiable assets as of
        September 30, 1998        1999                   $         --       5  4,274764,716085     1,408268,056   7440    13,174383,173     6675    3,523323,283  (5851        --       22,009740,316)    15,370,912051
                                                                        ============  ============  ==    ==========  ==========   ===========  ==========   ============

F-55

* The information ineVISION this columnINTERNATIONAL, isINC. forAND both the directory business and FMG. SUBSIDIARIES

** During the year ended September 30, 1998, the only operations in the eServices segment were those of Secutron and MidRange.

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following is a summary of information regarding the Company’s continuing operations by geographical area for each of the three years ended:

                                                                                                        September 30,
                                                                               --------------------------------------
                                                                               2001             2000            1999             19981999
                                                                               ----                         ----             ----
Revenue:
   United States                 $   9,025,066       29,390,075       34,193,262       27,387,304
   Canada                                                           93,483          272,128             --               --
   Asia                               325,130          111,010             --               --
                                 ------------     ------------     ------------

                                 $   9,443,679       29,773,213       34,193,262       27,387,304
                                 ============     ============     ============

Operating income (loss):
   United States                 $ (13,592,068)      (2,372,008)      (2,113,852)      (6,698,062)
   Canada                                                         (490,597)         (22,784)            --               --
   Asia                              (717,987)        (333,651)            --               --
                                 ------------     ------------     ------------

                                 $ (14,800,652)      (2,728,443)      (2,113,852)      (6,698,062)
                                 ============     ============     ============

Identifiable assets:
   United States                 $ 19,836,261       26,749,618       22,740,051       15,370,912
   Canada                           1,607,998        1,880,397             --               --
   Asia                                                                 --            760,871             --               --
                                 ------------     ------------     ------------

                                 $ 21,444,259       29,390,886       22,740,051       15,370,912
                                 ============     ============     ============

F-56

NOTE 27. SUBSEQUENT EVENTS

eBanker Loan Commitments

Subsequent to September 30, 2000, eBanker and OCCL entered into agreements to lend a total of approximately $15,000,000 to six unaffiliated Hong Kong companies through credit card facilities. eBanker and OCCL share in the loan advances at the rate of 50% each. The credit facilities bear interest at the rate of 3% per month and will be administered by OCCL. In exchange for OCCL’s administration of the facility, legal documentation and due diligence, eBanker will pay OCCL 10% per annum on eBanker’s share of the outstanding balances. eBanker’s share of the commitment, which has been fully funded, is approximately $7,500,000. To date, approximately $1,300,000 has been repaid to eBanker.

eVISION USA.COM, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited Proforma Financial Information

As described in Notes 1 and 9, the following unaudited proforma financial statement information gives effect to (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 through the exercise of the warrants by eBanker to purchase 8,000,000 shares of Global Med common stock in connection with debt refinancing that was agreed to on November 20, 2000. The shares of Global Med common stock were issued on February 28, 2001.

The unaudited proforma information gives effect to these transactions as if they had occurred on October 1, 1999. 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.

                                                               Proforma
                                                          September 30, 2000
                                                          ------------------

          Total assets                                     $ 33,391,921
          Total revenue                                       9,682,022
          Net loss                                           (7,788,799)
          Basic and diluted loss per common share                 (0.44)

Agreement for sale of equity interest in APR

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

TO

FORM 10-K

eVISION USA.COMINTERNATIONAL, INC.

EXHIBIT INDEX

Exhibit No. Description and Method of Filing

Exhibit 1.0

Qualified Independent Underwriter Agreement (incorporated by reference to Exhibit 1.0 to eVision's Registration Statement No. 333-81565 on Form S-1).

Exhibit 2.1

Asset Purchase Agreement dated March 1, 1998, by and between eVision and Fronteer Marketing Group, Inc. and North Country Yellow Pages, Inc. and Dennis W. Olson (incorporated by reference to Exhibit 2.1 to eVision's Current Report on Form 8-K dated June 22, 1998).

Exhibit 2.2

Asset Purchase Agreement Among Online Credit Limited and eVision USA. Com, Inc. dated June 8, 2001 (incorporated by reference to Exhibit 2.1 to eVision’s Current Report on Form 10-Q for the Quarter ended June 30, 2001).

Exhibit 2.3

Asset Purchase Agreement Extension Between eVision USA. Com, Inc. and Online Credit Limited dated June 26, 2001 (incorporated by reference to Exhibit 2.2 to eVision’s Current Report on Form 10-Q for the Quarter ended June 30, 2001).

Exhibit 3.1

Articles of Incorporation of eVision (incorporated by reference to Exhibit 3.0 to eVision’s Annual Report on Form 10-K for the year ended September 30, 1995).

Exhibit 3.1(i)

Articles of Amendment to eVision’s Articles of Incorporation dated April 28, 1995 (incorporated by reference to Exhibit 3.0(i) to eVision’s Current Report on Form 8-K dated May 9, 1995).

Exhibit 3.1(ii)

Articles of Amendment to eVision’s Articles of Incorporation dated June 27, 1996 (incorporated by reference to Exhibit 3.0(ii) to eVision’s Annual Report on Form 10-K for the year ended September 30, 1996).

Exhibit 3.1(iii)

Articles of Amendment to eVision’s Articles of Incorporation dated October 15, 1998 (incorporated by reference to Exhibit 3.1(iii) to eVision’s Registration Statement No. 333-81565 on Form S-1).

Exhibit 3.1(iv)

Articles of Amendment to eVision’s Articles of Incorporation dated November 17, 1998 (incorporated by reference to Exhibit 3.1(iv) to eVision’s Registration Statement No. 333-81565 on Form S-1).

Exhibit 3.1(v)

Articles of Amendment to eVision’s Articles of Incorporation dated April 19, 1999 (incorporated by reference to Exhibit 3.1 to eVision’s Quarterly Report on Form 10-Q/A for the Quarter ended March 31, 1999).

Exhibit 3.1(vi)

Articles of Amendment to eVision’s Articles of Incorporation dated May 5, 1999 (incorporated by reference to Exhibit 3.1(vi) to eVision’s Registration Statement No. 333-81565 on Form S-1).

Exhibit 3.1(vii)

Articles of Amendment to eVision’s Articles of Incorporation dated September 25, 1999 (incorporated by reference to Exhibit 3.1(vii) to eVision’s Registration Statement No. 333-81565 on Form S-1).

Exhibit 3.1 (viii)

Articles of Amendment to eVision’s Articles of Incorporation dated May 5, 2000 (incorporated by reference to Exhibit 3.1 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000).

Exhibit 3.1 (ix)

Articles of Amendment to the Articles of Incorporation dated November 30, 2001.

Exhibit No. Description and Method of Filing

Exhibit 3.2

Restated Bylaws of eVision adopted February 14, 1996 (incorporated by reference to Exhibit 3.2 to eVision’s Annual Report on Form 10-K for the year ended September 30, 1996).

Exhibit 10.1

Amended and Restated 1988 Incentive and Nonstatutory Stock Option Plan as amended September 10, 1996 (incorporated by reference to Exhibit 10.1 to eVision’s Annual Report on Form 10-K for the year ended September 30, 1996).

Exhibit 10.2

Employee Stock Ownership Plan (incorporated by reference to Exhibit 10.2 to eVision’s Annual Report on Form 10-K for the year ended September 30, 1996).

Exhibit 10.3

401(k) Plan and Amendment I thereto (incorporated by reference to Exhibit 10.3 to eVision’s Annual Report on Form 10-K for the year ended September 30, 1996).

Exhibit 10.4

Amended and Restated 1996 Incentive and Nonstatutory Stock Option Plan, as amended September 10, 1996 (incorporated by reference to Exhibit 10.6 to eVision’s Annual Report on Form 10-K for the year ended September 30, 1996).

Exhibit 10.5

September 1996 Incentive and Nonstatutory Stock Option Plan (incorporated by reference to Exhibit 10.7 to eVision’s Annual Report on Form 10-K for the year ended September 30, 1996).

Exhibit 10.6

$4,000,000 10% Convertible Debenture Purchase Agreement by and between eVision and Heng Fung Finance Company Limited dated December 17, 1997 (incorporated by reference to Exhibit 10.7 to eVision’s Annual Report on Form 10-K for the year ended September 30, 1996).

Exhibit 10.7

Amendment No. 1 to the $4,000,000 10% Convertible Debenture Purchase Agreement by and between eVision and Heng Fung Finance Company Limited dated September 23, 1998 (incorporated by reference to Exhibit 10.1 to eVision’s Current Report on Form 8-K dated September 11, 1998).

Exhibit 10.8

Amendment to the $4,000,000 10% Convertible Debenture Purchase Agreement dated December 17, 1997 (incorporated by reference to Exhibit 10.0 to eVision’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1998).

Exhibit 10.9

Loan and Warrant Purchase Agreement by and between Heng Fung Finance Company Limited, Fronteer Development Finance Inc. and Global Med Technologies, Inc. dated October 7, 1998 (incorporated by reference to Exhibit 10.10 to eVision's Annual Report on Form 10-K for the year ended September 30, 1998).

Exhibit 10.10

Assignment, Assumption and Consent Agreement by and between Global Med Technologies, Inc., Dr. Michael I. Ruxin, M.D., Fronteer Capital Inc. and Fronteer Development Finance Inc. dated September 11, 1998 (incorporated by reference to Exhibit 10.11 to eVision's Annual Report on Form 10-K for the year ended September 30, 1998).

Exhibit No. Description and Method of Filing

Exhibit 10.11

First Amendment to Fronteer Financial Holdings, Ltd. September 1996 Incentive and Nonstatutory Stock Option Plan dated February 19, 1997 (incorporated by reference to Exhibit 10.12 to eVision’s Annual Report on Form 10-K for the year ended September 30, 1998).

Exhibit 10.12 Amendment No. 1 to $500,000 12% Convertible Debenture dated March 23, 1999 (incorporated by reference to Exhibit 10.1 to eVision'’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1999).

Exhibit 10.13

Guaranty Agreement between eVision and Heng Fung Holdings Company Limited dated May 5, 1999 (incorporated by reference to Exhibit 10.2 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1999).

Exhibit 10.14

Second Amendment to the 1996 Incentive and Nonstatutory Stock Option Plan of eVision dated November 25, 1998 (incorporated by reference to Exhibit 10.3 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1999).

Exhibit 10.15

First Amendment to Loan Agreement among Global Med Technologies, Inc., Michael I. Ruxin, M.D., eBanker USA.Com, Inc. and Heng Fung Finance Company Limited dated March 8, 1999 (incorporated by reference to Exhibit 10.4 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1999).

Exhibit 10.16

Stock Purchase Agreement by and between eVision and Ladsleigh Investments Limited, BVI, made as of July 30, 1999 (incorporated by reference to Exhibit 2.1 to eVision’s Current Report on Form 8-K dated August 5, 1999).

Exhibit 10.17

Pledge and Escrow Agreement by and between eVision and Ladsleigh Investments, BVI, made as of July 30, 1999 (incorporated by reference to Exhibit 2.2 to eVision’s Current Report on Form 8-K dated August 5, 1999).

Exhibit 10.18

Promissory Note made by Ladsleigh Investments Limited, BVI to eVision dated July 30, 1999 (incorporated by reference to Exhibit 2.3 to eVision’s Current Report on Form 8-K dated August 5, 1999).

Exhibit 10.19

Exchange and Sale of Stock Agreement between eVision and Q6 Technologies, Inc. dated June 18, 1999 (incorporated by reference to Exhibit 10.4 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1999).

Exhibit 10.20 Management Agreement dated August 18, 1998 between Fronteer Development Finance Inc. and Fronteer Financial Holdings, Ltd. (incorporated by reference to Exhibit 10.20 to eVision'’s Registration Statement No. 333-81565 on Form S-1)

Exhibit 10.21

Amended and Restated Agreement between eVision and Skyhub Far East Inc. dated January 24, 2000 (incorporated by reference to Exhibit 10.1 to eVision’s Quarterly Report on Form 10-Q for Quarter ended December 31, 1999).

Exhibit 10.22 Sublease--–31st Floor between eVision and Global Vmall.com USA, Inc. dated February 28, 2000. (incorporated by reference to Exhibit 10.22 to eVision'’s Registration Statement No. 333-81565 on Form S-1).

Exhibit No. Description and Method of Filing

Exhibit 10.23

Call Option Agreement dated March 2, 2000 between Ladsleigh Investments Limited and Global Online Funds, Inc. (incorporated by reference to Exhibit 10.23 to eVision's Registration Statement No. 333-81565 on Form S-1).

Exhibit 10.24

Agreement between eBanker and Global Med Technologies dated April 12, 2000 pertaining to the extension of the $2,000,000 note receivable (incorporated by reference to Exhibit 10.1 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000).

Exhibit 10.25

Agreement between eBanker and Global Med Technologies dated April 14, 2000 pertaining to the extension of the $2,650,000 note receivable (incorporated by reference to Exhibit 10.2 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000).

Exhibit 10.26

Agreement between eBanker and Global Med Technologies dated April 14, 2000 pertaining to the extension of the $750,000 note receivable (incorporated by reference to Exhibit 10.3 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000).

Exhibit 10.27

Mortgage Agreement between North Shore Credit Union and Global Growth Management Inc. dated April 28, 2000 (incorporated by reference to Exhibit 10.4 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000).

Exhibit 10.28

Indemnity Agreement between eBiz Web Solutions Inc. and eVision dated April 28, 2000 (incorporated by reference to Exhibit 10.5 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000).

Exhibit 10.29

Third Amendment to eVision’s September 1996 Incentive and Nonstatutory Stock Option Plan (incorporated by reference to Exhibit 10.6 to eVision’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000).

Exhibit 10.30

Share Purchase Agreement between eVision, American Fronteer and Auerbach, Pollok and Richardson, Inc., dated December 12, 2000 (incorporated by reference to Exhibit 10.1 to eVision’s Current Report on Form 8-K dated December 19, 2000).

Exhibit 10.31 Amendment to January 24, 2000 Amended and Restated Agreement Letter dated October 19, 2000 between eVision, Skyhub Far East Inc., and Skyhub Asia Holdings Limited (incorporated herein by reference to Exhibit 10.31 to eVision’s Form 10K for the year ended September 30, 2000).

Exhibit 10.32 Loan Extension Agreement dated February 15, 2001, by and between eBanker and Skyhub Asia Holdings Ltd. (incorporated herein by reference to Exhibit 10.32 to eVision’s Form 10K for the year ended September 30, 2000).

Exhibit 10.33 Loan Restructuring and Restatement Agreement, dated November 19, 2000, by and between eBanker USA.com, Inc. and Global Med Technologies, Inc. (incorporated herein by reference to Exhibit 10.33 to eVision’s Form 10K for the year ended September 30, 2000).

Exhibit 10.34

Security Agreement between eVision USA. Com, Inc. and Online Credit Limited dated June 27, 2001 (incorporated herein by reference to Exhibit 10.1 to eVision’s Current Report on Form 10Q for the Quarter ended June 30, 2001).

Exhibit 10.35

Option Agreement dated as of August 19, 2001 between eVision USA. Com, Inc. and eBanker USA. com, Inc. (incorporated herein by reference to Exhibit 10.2 to eVision’s Current Report on Form 10Q for the Quarter ended June 30, 2001).

Exhibit No. Description and Method of Filing

Exhibit 10.36

Option Hedge Agreement dated as of August 19, 2001 between eBanker USA. com, Inc. and Online Credit Limited (incorporated herein by reference to Exhibit 10.3 to eVision’s Current Report on Form 10Q for the Quarter ended June 30, 2001).

Exhibit 10.37

Notice of Voluntary Cancellation of Option dated August 19, 2001 by Online Credit Limited (incorporated herein by reference to Exhibit 10.4 to eVision’s Current Report on Form 10Q for the Quarter ended June 30, 2001).

Exhibit 10.38

Interest Payment Option Agreement between eBanker and Global Med Technologies dated march 21, 2001 (incorporated herein by reference to Exhibit 10.1 to eVision’s Current Report on Form 10Q for the Quarter ended March 31, 2001).

Exhibit 16

Letter from KPMG LLP dated September 3, 1999 (incorporated by reference to Exhibit 16 to eVision’s Current Report on Form 8-K dated September 3, 1999).

Exhibit 21

Subsidiaries of eVision.

Exhibit 23.1 Consent of Deloitte & Touche LLP.

Exhibit 23.2 Consent of KPMG LLP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

TABLE OF CONTENTS

PART I

PART II

PART III

PART IV

PART I

ITEM 1. BUSINESS

eBanker USA.com, Inc.

Global Med Technologies, Inc.

Secutron Corporation

Global Online Funds, Inc.

Skyhub Asia Holdings Limited

eBizAmerican WebFronteer Solutions,Financial Inc.Corporation

Other Subsidiaries

Competition

Segments

Regulation

Private Placements

Employees

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

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

PART II

ITEM 5. MARKET FOR REGISTRANT'’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

(a) Market Information.

COMMON STOCK

(b) Holders.

(c) Dividends.

(d) Recent Sales of Unregistered Securities.

ITEM 6. SELECTED FINANCIAL DATA

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

General

Results of Operations

Liquidity and Capital Resources

Inflation

Recently Issued Accounting Pronouncements

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Section 16(a) Beneficial Ownership Reporting Compliance

d.eCredit SingaporeITEM (Pte) Ltd11., formerly known as Heng Fung Capital [S] Private Limited (eCredit Singapore)failed to timelyEXECUTIVE file three Forms 4 in which three transactions were reported.COMPENSATION

e. Kwok(b) JenSummary FongCompensation failed to timely file one Form 4 in which one transaction was reported.Table

ITEM 11. EXECUTIVE COMPENSATION

(b) Summary Compensation Table

Annual Compensation

(c) Option Grants in Last Fiscal Year

(d) Aggregate Option Grantsand inWarrant LastExercises and Fiscal Year End Option and Warrant Value Table

Fiscal Year End Option Values

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

(g) Compensation of Directors-Standard Arrangement

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

(j) Compensation Committee Interlocks and Insider Participation

eVision Stock Option Plans

eBanker Stock Option Plan

Employee Stock Ownership Plan

Savings Plan

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

eVISION USA.COM, INC. AND SUBSIDIARIES

Unaudited Proforma Balance Sheet:

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Balance Sheet (Continued)::

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Statement Of Operations::

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

Unaudited Proforma Statement Of Operations (Continued)::

eVISION USA.COMINTERNATIONAL, INC. AND SUBSIDIARIES

Notes To The Unaudited Proforma Financial Statements::

Note (Ea) --(2) ThisFinancial entryStatement eliminates the respective deferred financing costs and deferred revenues recorded by Global Med and eBanker, respectivelySchedules.

Note (Ga) --(3) ThisExhibits. entrySee eliminates"EXHIBIT theINDEX" equityon lossespage of Global Med recognized by eBanker for the year ended September 30, 2000 of $497,66045.

Note (Hb) --Current UponReports consolidation,on eVisionForm will recognize approximately $6,000,000 in goodwill to be amortized over a five year period or $1,200,000 per year. 8-K:

Note (Jc) --Exhibits: TheseIncluded amountsas representexhibits anare estimatethe ofitems Globalin Med’s statement of operations for the twelveExhibit months ended September 30, 2000Index.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

PART IV

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

Filing Compare · EVISION INTERNATIONAL INC