GLADIATOR MINERALS INC. INTERIM FINANCIAL STATEMENTS MARCH 31, (Unaudited prepared by management)

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GLADIATOR MINERALS INC.

INTERIM FINANCIAL STATEMENTS

MARCH 31, 2001

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GLADIATOR MINERALS INC. INTERIM BALANCE SHEETS

FOR THE THREE MONTH PERIOD ENDED MARCH 31 (Unaudited – prepared by management)

March 31 2001 December 31 2000 ASSETS Current Cash $ 28 $ - Receivables - - Marketable securities 82,500 82,500 82,528 82,500

Capital assets (Note 3) 5,547 5,938

$ 88,075 $ 88,438

LIABILITIES AND SHAREHOLDERS' EQUITY Current

Bank overdraft $ - $ 76

Accounts payable and accrued liabilities 84,204 86,475

Due to related parties (Note 4) 58,062 47,951

142,266 134,502

Shareholders' equity

Capital stock (Note 5) 544,243 544,243

Special warrants (Note 5) 1,800 1,800

Deficit (600,234)) (592,107)

(54,194) (46,064)

$ 88,075 $ 88,438

Nature and continuance of operations (Note 1) Commitments (Note 7)

On behalf of the Board:

"Robert F. Giustra" Director "Barry D. McKnight" Director

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GLADIATOR MINERALS INC.

INTERIM STATEMENTS OF OPERATIONS AND DEFICIT FOR THE THREE MONTH PERIOD ENDED MARCH 31 (Unaudited – prepared by management)

2001 2000

EXPENSES

Amortization $ 391 $ 158

Audit and accounting (4,234) 3,000

Legal 4,235 5,617

Management fees 4,000 15,000

Office and miscellaneous 1,128 2,048

Regulatory and transfer agent fees 1,359 4,683

Telephone 1,046 1,264

Travel and promotion 204 - (8,129)) (31,770)

OTHER ITEMS

Interest income 2 39

Other income (Note 7) - 68,250

Finders' fee income - 2,206 2 70,495

Income (loss) for the period (8,127) 38,725

Deficit, beginning of period (592,107) (561,362)

Deficit, end of period $ (600,234) $ (522,637)

Earnings (loss) per share $ (0.001) $ 0.01

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INTERIM STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH PERIOD ENDED MARCH 31 (Unaudited – prepared by management)

2001 2000

CASH FLOWS FROM OPERATING ACTIVITIES

Income (loss) for the period $ (8,127) $ 38,725

Items not affecting cash:

Amortization 391 158

Other income - (68,250)

Changes in non-cash working capital items:

(Increase) decrease in accounts receivable - 1,500

Increase (decrease) in accounts payable

and accrued liabilities (2,271) (12,197)

Increase in amounts due to related parties 10,111 501 Net cash used in operating activities 104 (39,563)

CASH FLOWS FROM FINANCING ACTIVITIES

Capital stock issued - 40,000 Net cash provided by financing activities - 40,000

Change in cash position during the period 104 437

Cash position, beginning of period (76) 151

Cash position, end of period $ 28 $ 588

Supplemental disclosures with respect to cash flows (Note 10)

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NOTES TO THE INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2001 (Unaudited – prepared by management)

1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated under the provisions of the Canada Business Corporation Act on April 23, 1997. The Company is in the process of changing its primary business from acquiring, exploring and developing mineral resource properties to internet applications (Note 7b).

The interim period consolidated financial statements have been prepared by the Company in accordance with Canadian generally accepted accounting principles. All financial summaries included are presented on a comparative and consistent basis showing the figures for the corresponding period in the preceding year. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim period statements should be read together with the audited financial statements and the accompanying notes included in the Company’s latest annual report. In the opinion of the Company, its unaudited interim financial statements contain all adjustments necessary in order to present a fair statement of the results of the interim periods presented.

These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. Continued operations of the Company are dependent on the Company's ability to receive continued financial support, complete public equity financing, or generate profitable operations in the future.

March 31 2001

March 31 2000

Deficit $ (600,234) $ (522,637)

Working capital (deficiency) 59,438 21,268

2. SIGNIFICANT ACCOUNTING POLICIES Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ from these estimates.

Marketable securities

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2. SIGNIFICANT ACCOUNTING POLICIES (con’t….) Capital assets and amortization

Capital assets are recorded at cost and are being amortized over their estimated useful lives using the declining balance method at the following annual rates:

Office equipment 20%

Computer equipment 30%

Financial instruments

The Company's financial instruments consist of receivables, marketable securities, bank overdraft, accounts payable and accrued liabilities and amounts due to related parties. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.

Stock-based compensation plan

The Company grants stock options to executive officers and directors, employees and consultants as described in Note 5. No compensation is recognized when stock options are granted or extended. Any consideration received on exercise of stock options is credited to capital stock.

Income taxes

Future income taxes are recorded using the asset and liability method. Under the asset and liability method, future 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 bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it to be more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

The Company retroactively adopted the liability method of accounting for income taxes in the current year. The adoption of the new standards resulted in no material adjustments to opening deficit.

Foreign exchange

Transaction amounts denominated in foreign currencies are translated into their Canadian dollar equivalents at exchange rates prevailing at the transaction date. Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect exchange rates prevailing at that date. Gains and losses arising from restatement of foreign currency monetary assets and liabilities at each period end are included in earnings.

Segmented information

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2. SIGNIFICANT ACCOUNTING POLICIES (con’t….) Loss per share

Loss per share is calculated using the weighted average number of shares outstanding during the year.

3. CAPITAL ASSETS March 31 2001 December 31 2000 Cost Accumulated Amortization Net Book Value Cost Accumulated Amortization Net Book Value Office equipment $ 2,937 $ 869 $ 2,068 $ 2,937 $ 760 $ 2,177 Computer equipment 7,001 3,522 3,479 7,001 3,240 3,761 $ 9,938 $ 4,391 $ 5,547 $ 9,938 $ 4,000 $ 5,938

4. DUE TO RELATED PARTIES

Amounts due to related parties are unsecured, non-interest bearing and with no stated terms of repayment.

The fair value of amounts due to related parties is not determinable because they have no stated terms of repayment.

5. CAPITAL STOCK

Number

of Shares Amounts

Authorized

Unlimited number of common shares, without par value Unlimited number of preferred shares, without par value

As at December 31, 1998 7,149,500 $ 488,743

Issued on exercise of special warrants 50,000 9,000

Issued for mineral property option 50,000 6,500

As at December 31, 1999 7,249,500 504,243

Issued for private placements 400,000 40,000

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5. CAPITAL STOCK (cont’d ….)

Included in capital stock are 1,333,333 common shares which are currently held in escrow as required by the regulatory authorities.

Stock options and warrants

The Company follows the policies of the Canadian Venture Exchange to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the policies, the exercise price of each option equals the market price or a discounted price of the Company's stock as calculated on the date of grant. The options can be granted for a maximum term of 5 years. As disclosed in Note 6, the Company issued 60,000 special warrants at an agreed value of $10,800 under the terms of a mineral property option agreement. Each special warrant is convertible into one common share of the Company for no additional consideration, of which 50,000 were converted into common shares in 1999. One third of the remaining 10,000 special warrants are currently being held in escrow and will be released on September 2, 2001.

Stock option transactions and the number of share options outstanding are summarized as follows:

Number of Options Weighted Average Exercise Price Balance, December 31, 1998 100,500 $ 0.10 Options granted - - Options cancelled/expired (100,500) (0.10) Options exercised - - Balance, December 31, 1999 - - Options granted 700,000 0.12 Options cancelled/expired - - Options exercised - - Balance, March 31, 2001 700,000 $ 0.12

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5. CAPITAL STOCK (cont’d ….)

The following options and warrants were outstanding at March 31, 2001:

Number of Shares

Exercise

Price Expiry Date

Options 700,000 $ 0.12 January 18, 2005

Special warrants 10,000 -

-6. WRITE-OFF OF MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS

Mineral Properties

Deferred Exploration

Costs Total

Quarter ended March 31, 2001 $ - $ - $ -

Year ended December 31, 2000 $ - $ - $

-Year ended December 31, 1999

Big Onion Property, British Columbia $ 67,300 $ 206,921 $ 274,221

Big Onion Property, British Columbia

The Company obtained an option to acquire a 50% interest in certain mineral claims located in the Omineca Mining Division by paying $50,000 and issuing 50,000 common shares at an agreed value of $6,500. In addition, the Company issued 60,000 special warrants at an agreed value of $10,800, in consideration for the acquisition of the option. During the year ended December 31, 1999, the Company terminated its option and accordingly, all acquisition and related deferred exploration costs were written-off to operations.

7. COMMITMENTS

a) During fiscal 1999, the Company entered into an agreement with Hunter Dickinson Inc. ("HDI"), whereby if HDI concludes an agreement with Pinnacle Resources Inc. ("Pinnacle"), to acquire an interest in Pinnacle's subsidiary, Plateau Resource (Pty) Ltd., a company which holds interests in certain platinum group metals exploration properties located in the Republic of South Africa, then HDI will pay cash and issue common shares of HDI's managed company Anooraq Resources Corp., to the Company as follows:

i) $25,000 cash, received in 1999;

ii) 87,500 common shares , at a value of $68,250, received in 2000; iii) 116,000 common shares, at a value of $90,480, received in 2000;

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7. COMMITMENTS (cont’d ….)

v) 234,000 common shares on completion of $2,500,000 in additional project expenditures; vi) 262,500 common shares on completion of $4,000,000 in additional project expenditures; and

vii) subject to the extent of the net smelter royalties on the project, a bonus of up to an additional 625,000 common shares for every seven million net recoverable, payable ounces of platinum group metals defined in a positive feasibility study.

b) The Company entered into an agreement, under amended terms, with OpenGraphics Corporation ("OpenGraphics"), a private company incorporated under the laws of Canada, pursuant to which the Company proposes to acquire all of the issued and outstanding shares of OpenGraphics in consideration for: (i) the issuance of up to 10,875,000 special warrants of the Company which may be convertible into an equal number of common shares for no further consideration; and (ii) the transfer to the shareholders of OpenGraphics all of the Company's rights, title and interest in the agreement between the Company and HDI (see above).

The proposed transaction will constitute a reverse take-over transaction ("RTO") by the Company. The agreement is subject to regulatory and shareholder approval.

8. RELATED PARTY TRANSACTION

The Company paid or accrued management fees of $6,000 (2000 - $45,000) to a director of the Company. During the quarter, OpenGraphics paid $9,000 to a director of the company for management fees.

9. INCOME TAXES

The tax effects of temporary differences that give rise to significant components of future tax assets are as follows:

2000 1999

Future income tax assets:

Non-capital loss carryforwards $ 374,679 $ 380,994

Resource properties 94,356 94,356

Capital assets 32 32

469,067 475,382

Less: Valuation allowance (469,067) (475,382)

$ - $ -

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9. INCOME TAXES (cont’d ….)

The potential income tax benefit of these losses and tax pool balances have been offset by a valuation allowance. The income tax provision attributable to losses from operations differs from the amounts computed by applying the statutory tax rate to the loss before income taxes as a result of the provision of a valuation allowance on future tax assets.

A reconciliation of current income taxes at statutory rates with the reported taxes are as follows:

2000 1999

Losses before taxes $ (30,745) $ (377,720)

Income taxes at statutory rates of 45.6% (1999 - 45.6%) $ (14,020) $ (172,240)

Unrecognized benefit of net operating losses carried forward 14,020 172,240

$ - $ -

10. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS The following non-cash transaction occurred during the year ended December 31, 2000:

The Company received 203,500 shares of Anooraq Resources Corp. at an agreed value of $158,730 (Note 7(a)).

The following non-cash transactions occurred during the year ended December 31, 1999:

a) The Company issued 50,000 common shares at an agreed value of $6,500 in consideration for an option to acquire mineral properties.