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

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                                   FORM 10-KSB

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

                   For the Fiscal Year Ended October 31, 2000

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

                  For the Transition Period From _____ to ____


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                         Commission File Number 0-15362


                                  NAVTECH, INC.
        (Exact name of small business issuer as specified in its charter)


                   Delaware                                11-2883366
        (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)                  Identification No.)


          Suite 102, 2340 Garden Road
             Monterey, California                             93940
    (Address of principal executive office)                 (Zip Code)


       Registrant's telephone number, including area code: (519) 747-9883


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

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

State  issuer's  revenues for its most recent  fiscal year  (2000):  $ 7,008,124


The aggregate market value of the voting stock held by non-affiliates based upon
the  average bid and asked  prices of such  stock as of  November  30, 2000  was
$1,268,619

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

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

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The number of shares outstanding of the issuer's common stock as of November 30,
2000 was 3,449,757 shares.

                    DOCUMENTS INCORPORATED BY REFERENCE: none

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<PAGE>


                                  NAVTECH, INC.

                                   FORM 10-KSB

                   For the Fiscal Year Ended October 31, 2000

INDEX


PART I                                                                      PAGE
     Item 1.  Description of Business..........................................3
     Item 2.  Description of Property.........................................11
     Item 3.  Legal Proceedings...............................................12
     Item 4.  Submission of Matters to a Vote of Security Holders.............13


PART II
     Item 5.  Market for Common Equity and Related Stockholder Matters........14
     Item 6.  Management's Discussion and Analysis or Plan of Operation.......16
     Item 7.  Financial Statements............................................22
     Item 8.  Changes In and Disagreements With Accountants on Accounting and
              Financial Disclosure............................................23


PART III
     Item 9.  Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act...............24
     Item 10. Executive Compensation..........................................27
     Item 11. Security Ownership of Certain Beneficial Owners and Management..29
     Item 12. Certain Relationships and Related Transactions..................31


PART IV
     Item 13. Exhibits, List and Reports on Form 8-K .........................33

INDEX TO FINANCIAL STATEMENTS ...............................................F-1

SIGNATURES....................................................................35



<PAGE>



PART I

Forward Looking Statements


This document contains forward-looking statements as that term is defined in the
federal securities laws. The events described in  forward-looking  statements we
make in this Form 10-KSB may not occur.  Generally  these  statements  relate to
business  plans  or  strategies,  projected  or  anticipated  benefits  or other
consequences of our plans or strategies,  projected or anticipated benefits from
acquisitions  othat  may be made by us,  or  projections  involving  anticipated
revenues,  earnings or other aspects of our operating results.  The words "may,"
"will,"  "expect,"   "believe,"   "anticipate,"   "project,"  "plan,"  "intend,"
"estimate,"  and  "continue,"  and their  opposites and similar  expressions are
intended  to  identify  forward-looking  statements.  We caution  you that these
statements are not guarantees of future performance or events and are subject to
a number of uncertainties,  risks and other influences, many of which are beyond
our  control,  that  may  influence  the  accuracy  of the  statements  and  the
projections upon which the statements are based.

Dollar Amounts

Whenever we state dollar amounts in this document, we mean United States dollars
(unless we specifically indicate Canadian dollars).


ITEM 1.       DESCRIPTION OF BUSINESS

THE COMPANY

Navtech, Inc. (Navtech-US) was originally  incorporated in the State of New York
in 1981 and  then  reincorporated  in the  State of  Delaware  in 1987.  Navtech
Systems Support Inc. (Navtech-Canada),  a wholly-owned subsidiary of Navtech-US,
was  incorporated  in the  Province  of Ontario in 1987.  Navtech  (UK)  Limited
(Navtech-UK),  a wholly-owned subsidiary of Navtech-Canada,  was incorporated in
the  United  Kingdom  in 1994.  When we refer to  Navtech,  we are  speaking  of
Navtech-US and its subsidiaries.


Our head office is located at 2340 Garden Road, Suite 102,  Monterey,  CA 93940.
We maintain a website at www.navtechinc.com. Our common stock is publicly traded
on the OTC Electronic  Bulletin Board of the National  Association of Securities
Dealers  under the symbol  "NAVH".  Our  Investor  Relations  Department  can be
reached at (519) 747-9883.



BUSINESS OF THE COMPANY

We develop,  market and support  flight  operations  management  systems for the
commercial  aviation  industry.  Our systems are  designed to assist  commercial
passenger  and cargo air  carriers  in the  dynamic  environment  of their daily
flight operations.

Our  software  provides  on-line  solutions  in the  following  areas:  o flight
planning o route of flight analysis and  optimization o hi-level winds o weather
and NOTAMs (Notice to Airmen)  information  communications  o runway  analysis o
various aspects of performance engineering.

It is our  objective  to become the leading  supplier of  integrated  operations
control systems to the mid-sized  airlines of the world.  The mid-sized  carrier
segment (5 to 100  aircraft)  represents  nearly 600 carriers  worldwide.  These
carriers require the same sophisticated  systems used by the larger carriers but
are unlikely to have the ability to support internal development.

We believe that our success is generally attributable to two factors.  First, we
employ  a  highly  skilled  and  experienced  technical  and  flight  operations
workforce  that combines  knowledge of both  aviation and software  development.
Second,  we also employ a highly regarded  technical  support team that provides
customer service on a round-the-clock basis.

Industry Overview

The flight operations  industry has been undergoing  extreme changes in the last
five years with a number of trends  emerging that have had a significant  impact
on the market  place.  These  trends  have caused  convergence  of systems as it
relates to  airspace  management  and as it relates to the  different  functions
required to efficiently manage airlines operations. The major trends are:

Increased Costs of Labor

United  Airlines'  recent  settlement  with its  pilots  and  expected  parallel
contracts  with its other labor groups are raising the  wage-expense  bar across
the  industry.  United  recently  negotiated  pay  increases  of  21.5% to 28.5%
retroactive to April 2000,  plus annual 4% bonuses through 2004. It also granted
an increase in company  contributions  to pensions to 11% from  approximately 1%
under the  previous  contract.  Under the new accord,  a B747  captain now earns
$291,700  per year.  It has been  reported  that the cost to United of the pilot
settlement may amount to $320 million per year in additional  expenses.  Delta's
pilots are now asking  for  increases  of up to 28%,  Northwest  mechanics  want
raises  averaging  117%,  and even if the US Airways merger with United does not
occur.occur, US Airways may be required to increase its pilot pay by 14% because
of a "parity+1%" clause that exists in the current agreement.  It is anticipated
that there will be a minimum 10%  increase in business  fares next year to cover
wage hikes.  As a result of these  increases,  airlines have been forced to find
more efficient ways of optimizing crew and aircraft deployment.

Improvements in Technology

Although  touching  on all  areas of an  airline's  operation,  improvements  in
networking,  system  architecture and wireless technology have had a significant
impact  on the way that  airlines  manage  their  customers  (including  loyalty
programs and in-flight  entertainment),  distribute  their fares and improve the
efficiency of their  system.  As an example,  Southwest  Airlines now sells more
than 30% of its tickets  directly on-line at a cost of $5 per ticket compared to
an average of $30 per ticket through a traditional agent.

Airline Alliances

Airlines once developed code-sharing  agreements with other carriers to open new
markets and gateways.  The late 1990s saw the rise of the airline  alliance.  In
alliances  such as the Star  Alliance and OneWorld,  airlines are  attempting to
open new markets,  keep customers with "one" carrier and reduce surplus capacity
through  consolidating  schedules,  frequent flier programs,  and gate / station
support.  This trend has also led to a number of airlines  attempting  to market
their  information  technology  capabilities to their alliance  partners who, in
some respects, are captive customers.

Outsourcing

As  with  most  industries,   both  competitive  pressures  and  rapid  changing
technologies  and processes have led to airlines  looking to outsource  non-core
business  activities as a cost reduction measure.  One example of this trend was
US Airway's decision in the late 1990s to sign a 25 year,  multi-billion  dollar
agreement for information technology outsourcing with The Sabre Group.

Airspace Management

The  intervention  of governments  into airspace  management  continues to shape
market access, cost structures and capacity.

Deregulation of the scheduled service component of the airline industry began in
the early 1990s  throughout  Europe and parts of Asia.  The number of  scheduled
airlines in these  regions has risen at rates  comparable  to the United  States
during  the  1970s  when it  underwent  deregulation.  In 1997,  Europe  had 189
scheduled  service  airlines  compared  to  127 in  1987.  Similar  numbers  for
Asia-Pacific  were 189 and 111,  respectively.  The results of deregulation have
been to increase competition and to create new markets where they previously did
not exist.

The  governments  of the world manage their  airspace  primarily  through  civil
aviation  authorities.  We believe that these  organizations  are inefficient in
improving  capacity at major centers and through  areas of high airspace  usage.
The result  has been  passenger  inconvenience,  increased  operating  costs and
reduced  revenues  resulting from cancelled and delayed  flights.  In the United
States,  New  York-LaGuardia  and San  Francisco  continue  to cause  the  worst
problems for airlines and travelers.  LaGuardia in September 2000 had over 9,000
flight delays,  or 25% of all delays in the United States,  up from 12% the year
previous. San Francisco's solution this year has been to cut market access as it
moved to  significantly  reduce the landing rights of aircraft having fewer than
30 seats.

It is  estimated  that  the  worldwide  impact  of an  inefficient  air  traffic
management  system  costs the  industry  in excess of $2  billion  annually.  To
address  this  issue,  the  primary  airspace  users  are using  technology  and
processes that work together to increase  airspace capacity and reduce operating
costs.

Collaborative  decision making has the pilots,  air traffic  controllers and the
airline's  operations centers working together to improve the overall efficiency
of the air traffic  management  system.  Examples  include  the Flight  Schedule
Monitor program in the U.S., direct online access to Eurocontrol's  Central Flow
Management  Unit in Europe  and the work  being  undertaken  at a number of U.S.
terminals  including  Dallas-Fort  Worth (DFW).  At DFW, both Delta and American
Airlines have access to the position,  clearance time and planned  arrival rates
for the flights.  Knowing this information as well as information such as number
of connecting  passengers,  scheduled  arrival times and number of international
passengers,   the  airline's   operations  control  center  can  make  decisions
concerning preferred sequencing of arrivals to maximize their operation.

The effects of convergence and the development of hardware technology, operating
systems and wireless technology should continue the trend toward the creation of
a real-time integrated operations control system wherein the air traffic control
authorities, airline operations centers and pilots all have the same information
available to make decisions and can seamlessly  communicate  and implement those
decisions throughout their networks.

Market for Airline Integrated Operations Control System

Trends in the  airline  industry  have  created a market  for firms  capable  of
creating a fully integrated  operations control system, or IOCS, that interfaces
well with legacy systems and performs all of the following required functions in
an integrated fashion:

o        Dispatch
o        Airline Schedule
o        Crew Scheduling
o        Maintenance
o        Payload
o        Navigational Data & Charting

As with most mature industries,  airlines typically had functional silos for the
different parts of their operation: crew, dispatch,  maintenance,  and passenger
services/load  control. In these  organizations  decision-making was inefficient
due to a lack of information  or the inability to handle all of the  information
presented.  The early 1990s saw the  emergence of a systems  operations  control
(SOC) philosophy in which the various  functional silos would report to a single
manager for the execution of the daily flight schedule.  The  implementation  of
the SOC  philosophy  has meant changes in physical  location,  reporting  lines,
decision-making authority,  business processes and technology.  Although the SOC
philosophy  was  adopted  in the large  carrier  segment  (over  100  aircraft),
especially in North America and Western  Europe,  several  larger  carriers have
moved to an integrated operations control system as the next step.

This same IOCS philosophy,  encompassing the above functionality,  has now taken
hold in the mid-sized airline market (5-100 aircraft).

Navtech Solutions

Flight Plan Services

o        DispatchPro.  The first  version of  DispatchPro  was released in March
         1998 as AURORA and has since undergone additional development to enrich
         much  of its  functionality.  DispatchPro  provides  real-time  mission
         critical  decision  support to the  dispatcher  or  airline  operations
         manager in the creation of a flight release and the subsequent tracking
         and  reporting  of aircraft  performance.  The  software is designed to
         operate on the powerful,  scalable, open source LINUX operating system.
         DipatchPro  is available  through  either a service  bureau  agreement,
         where  Navtech  hosts the system and  provides  access,  or through the
         purchase of a license and installation at a customer site.

o        DispatchExpress.   DispatchExpress   is  a   scaled-down   version   of
         DispatchPro   available  to  airlines   whose  fleet  size  limits  the
         requirement for the more  sophisticated  functionality  of our high end
         product. This product is offered through a service bureau agreement.

o        e-Dispatch. e-Dispatch is our Internet-based solution that provides the
         functionality of DispatchExpress to those customers unable or unwilling
         to pay the higher costs involved with normal communications methods.

NOTAM and Weather Services

o        DataSource.  We have bundled our  provision of weather and NOTAMs data,
         including  both  textual  and  graphical  weather  charts  and  airport
         obstacle  data,  under the DataSource  brand.  We have become a primary
         provider of this data to foreign governments,  marine service companies
         and airlines that may not necessarily use our flight planning services.
         We  make   access  to  this  data   available   through  a  variety  of
         communications  method so that  customers  are  assured  of the  timely
         delivery of this critical data.

Aircraft Performance Systems

o        V1Plus.  Our V1Plus  service  is an  aircraft  performance  engineering
         subscription  service that is offered to airlines  that do not maintain
         in-house  engineering  departments.  Our Aircraft  Performance  Systems
         group prepares monthly manuals that provide customized updated take-off
         and landing data specific to various aircraft/engine combinations, flap
         settings  and  runways.   We  are  currently   developing  an  enhanced
         Internet-based  distribution  method  that  would  allow an  airline to
         publish its manual with its own resources.

o        V1PlusOnboard.  Our  V1PlusOnboard  product  provides the same aircraft
         performance  data as  V1Plus,  but it is  deployed  on a laptop  in the
         cockpit.  This has some inherent advantages since a pilot does not need
         to  scan  chart  after  chart  of  manual  data  and  perform   complex
         calculations.  Using this product, a pilot need only enter the required
         information  and then lets the system  calculate the maximum  amount of
         payload.

<PAGE>

Dispatch Management Services

o        DispatchCentre. Our DispatchCentre service provides outsourced dispatch
         services  and  also  manages  the  acquisition  of   overflight/landing
         permits.  This service is targeted at small and start up carriers  that
         may not be able to afford in-house dispatch and permit management.

Ancillary Products and Services

o        Customer Support. We offer comprehensive  software support and customer
         account  management  in the United  States,  Canada,  Africa and Europe
         designed to maximize  the  benefits  and utility of the software at the
         customer's  location.  These services include training and installation
         support,  software  updates,  including  new system  functionality  and
         ongoing  enhancements,  and telephone hot-line support. We believe that
         quality  support  services are a critical  component of the  customer's
         satisfaction  level.  Our customer support services are provided at our
         three operations centers in Monterey, California,  Waterloo, Canada and
         Crawley (Gatwick), United Kingdom.

o        Custom  Programming  Services.  Design  and  programming  services  are
         provided to customers that require  specific custom  solutions to their
         flight operations  requirements.  We believe that there is an increased
         demand  in the  commercial  aviation  market  for  systems  integration
         services that link our software to third party vendor applications.  We
         also provide consulting  services to assist customers in optimizing the
         use  of  the  product  functionality  within  their  flight  operations
         process.

Customers

Our primary focus is the mid-sized carrier market, which is defined as operators
of  modern  aircraft  with  fleet  sizes  between  5  and  100.  These  carriers
increasingly have the same functional  requirements as large carriers but do not
have the information  technology  capabilities to implement and maintain systems
to fulfill their needs. These operators also have shorter sales cycles, are less
likely to be part of an airline  alliance,  and are  generally  more  willing to
switch vendors.

Our primary geographical markets are North America and Europe; these segments of
the airline market are more progressive with respect to information  technology,
outsourcing and cost reduction.  Secondary  markets include the Middle East, the
Pacific and Latin America.

We currently  have a broad  customer  base of over 120 airlines  worldwide.  Our
largest   customer,   Universal  Weather  and  Aviation,   Inc.   accounted  for
approximately 10% of our total . No other customers were in excess of 10% of our
total revenues for the fiscal year.

Competition

The market for IOCS is intensely  competitive  and subject to rapid  change.  We
expect competition to increase in the future as our new products come to market.
We believe that the principal competitive factors include product functionality,
total cost of solution,  support  infrastructure,  underlying technology and the
financial stability of the vendor.

Our main competitors for an IOCS can be divided into four main categories:

o        Major airline  information  technology  spin-offs  such as  Lufthansa's
         Information Technology Software GmbH, (LIDO), The Sabre Group (a former
         subsidiary of American Airlines), and Atraxis, a Swissair subsidiary.
o        Major systems integrators such as IBM, EDS and Unisys.
o        Aviation  software  vendors  such as  Jeppesen  (recently  acquired  by
         Boeing),  Honeywell,  SITA (the European aviation network provider) and
         ARINC (the American Aviation Network Provider).
o        Smaller  independent  companies  with annual revenue of less than US$20
         million that have developed flight operations  management solutions for
         commercial aviation such as David Bornemann & Associates,  AIMS, Carmen
         Systems and AD OPT.

We believe  that the  larger  corporations  such as  Jeppesen,  Lufthansa,  IBM,
Honeywell,  SITA and ARINC have an interest in being the driving  forces  behind
not only the  infrastructure  development  (i.e.  onboard  systems,  moving  map
technology,  ground to air  communications)  but also the service delivery (i.e.
outsourcing of air traffic management  responsibilities).  We believe that these
corporations all require the essential  flight planning  component to be tightly
integrated with the other elements of an integrated operations control system.

Many of our current and potential  competitors have longer  operating  histories
and significantly  greater financial,  technical and marketing  resources,  name
recognition  and installed  product base than us. There can be no assurance that
we will be able to compete effectively with current and future competitors.

Marketing and Distribution

In fiscal 2000 we hired a new Executive  Vice President - Sales and Marketing to
develop and implement our new marketing strategy. As a result, we have undergone
a major rebranding and bundling of our products and services.  In addition,  the
Sales and Marketing group has undertaken a complete review of our market and the
methods in which we can access the market.

Direct Sales

We employ a direct  sales  force to market our  products  and  services in North
America,  Europe and Africa through offices in the United States, Canada and the
United Kingdom. In addition,  we employ an account management team that provides
support and sells add-on services to existing customers.

Strategic Alliances

We have been providing  flight planning to the corporate  marketplace  through a
licensing agreement with Universal Weather and Aviation,  Inc., a Houston, Texas
based aviation services producer.

As well, we recently  entered into a strategic  alliance  with a major  European
Internet  company,  Easy Flying  S.A.,  for the  provision  of flight  planning,
weather and NOTAMs  services  through the Internet  directed toward the European
market.

Product Development

The  airline   operations   software   industry  is  characterized  by  constant
technological   change,  which  requires  ever  increasing   sophistication  and
integration  of end user  systems.  The pace of  change is  accelerating  as the
airlines move to introduce wireless devices into the cockpit.

Most of our  software  products  are  developed  internally.  We  also  purchase
technology  and  license  intellectual  property  rights.  We  have  established
development  methodologies  and procedures that provide structure to our product
development  activities  and  allow  us to  track  the  efforts  of the  Product
Development group. This is especially important given Navtech-Canada's access to
tax credits for qualifying research and development.

We  communicate  with our  customers  through  account  managers  and user group
meetings to determine the latest requirements of the operations department of an
airline.  In this manner,  we are also able to discover  changing usage patterns
and  hardware  advances  that  may  affect  the  direction  of  our  development
activities.

During  fiscal  1999 and 2000,  we spent  approximately  $96,000  and  $269,000,
respectively,  on product  research and  development  activities.  These amounts
represented  approximately 2% and 4%, respectively,  of revenue in each of those
years. We applied for tax credits totaling  approximately  $51,000 and $119,000,
respectively,  in each of fiscal 1999 and 2000. We are committed to continue our
expenditures on research and product development.

Execution of Strategy

Our objective is to be the premier provider of a complete integrated  operations
control  system  to  the  mid-sized  airlines  of the  world.  To  achieve  this
objective, our strategy consists of a concentrated effort to grow our Integrated
Dispatch  Management  System  organically,  to acquire the crew  scheduling  and
maintenance  components for our overall integrated operations control system and
to enter into  strategic  partnerships  to fill out the remainder of the product
suite.

Our strategy has been divided into two phases.

In Phase I, we will:
o        develop the essential components of an integrated operations control
         system, including the Integrated Dispatch Management System
o        add the specialized technology of emerging applications to our systems
o        develop the European customer base

In Phase II, we will:
o        invest in the integration of all of our systems
o        develop the systems operation control application

The timing of these two phases is dependant on the availability of capital.

Integrated Dispatch Management System

Over  the  past  two  years,  we  have  positioned  ourselves  to  complete  the
development of an Integrated  Dispatch  Management  System. We have undertaken a
reorganization  of our  development  area into four separate  product units that
focus on the following areas of expertise:

o        Flight Planning Systems
o        Navtech Weather Systems
o        Aircraft Performance Systems
o        Dispatch Management Systems


Intellectual Property Rights

We regard all of our software products as proprietary. Our software products are
generally  licensed  to end  users  on a  "right  to use"  basis  pursuant  to a
perpetual,  non-transferable  license that  generally  restricts  the use of the
software to the  customer's  operations  or third  parties  affiliated  with the
customer.  We also  grant  rights  to third  parties  to market  certain  of our
products under a limited-scope exclusive right to a particular market segment.
See "Marketing and Distribution - Strategic Alliances."

We  rely on a  combination  of  copyright,  trademark  and  trade  secret  laws,
non-disclosure  agreements  and other  contractual  provisions  to establish and
maintain our proprietary  rights.  We have not sought patent  protection for our
products.  Enforcement  of our  intellectual  property  rights may be difficult,
particularly in some countries outside of the United States and Canada, in which
we market our products.  In the past,  we have been required to provide  limited
confidential  disclosure  of portions of our source code for our  products or to
place  such  source  code into  escrow as a  condition  of a license  agreement.
Despite the precautions  taken by us, it may be possible for unauthorized  third
parties to copy  certain  portions  of our  products  or to reverse  engineer or
obtain or use information  that we consider  proprietary.  Also, there can be no
assurance that our competitors will not independently  develop technologies that
are perceived to be  substantially  equivalent or superior to our  technologies.
Further,  no assurance can be given that we will have the financial resources to
engage in  litigation  against  parties  who may  infringe  on our  intellectual
property rights.  While we realize that our competitive position may be affected
by our ability to legally  protect our  software,  we believe the impact of this
protection is less  significant to our  commercial  success than factors such as
the level of  experience  of our  personnel,  name  recognition,  and  increased
investment in new product development.

There can be no  assurances  that third  parties  will not  assert  infringement
claims  against us in the future,  or that any such assertion will not result in
litigation,  which may be  costly,  or  require  us to obtain a license  for the
intellectual  property  rights of others.  There can be no  assurance  that such
licenses will be available on reasonable terms or at all.

Government Regulations

We are not  subject to any  government  regulations  with  respect to the flight
planning operations of our business. It is an airline's responsibility to ensure
that the flight plan meets all local civil aviation  authority  regulations  and
requirements.

Employees

As of November 30, 2000,  we had a total of 85 employees  (of which 81 were full
time  employees)  including the following:  o 19 in  operations,  o 4 in account
management,  o 43 in research and development,  o 6 in sales and marketing and o
13 in management, finance and administration.

None of our employees are  represented  by a labor union and we believe that our
employee relations are good. We believe that our success will depend, to a large
degree,  upon our  ability to  attract  and retain  highly  skilled,  technical,
managerial and sales personnel,  and to retain personnel with flight  operations
expertise.  Competition  for such  personnel  is  intense  and  there  can be no
assurance  that we will be successful in attracting  and retaining the personnel
required to develop,  market,  service and support our  products and conduct our
operations successfully.


<PAGE>


ITEM 2.       DESCRIPTION OF PROPERTY

We have offices in the following locations:

Monterey, California

Our head office is located at Suite 102, 2340 Garden Road, Monterey, California.
We moved to this location in March 2000 and currently rent  approximately  4,900
square feet of office space for $4,865 per month.  The lease expires on December
31, 2001.

Denver, Colorado

We also lease  approximately 300 square feet of space at Regent Business Centers
Denver,  1745 Shea Center Drive,  Highlands  Ranch,  Colorado for use as a sales
office.  This office was opened in November  2000 and the current  monthly  rent
expense is $2,674. The lease expires on May 31, 2001.

Waterloo, Ontario

Navtech-Canada  leases approximately 11,000 square feet of office space at Suite
102,  175 Columbia  Street West,  Waterloo,  Ontario.  We use this  location for
flight operations,  software development,  customer support, and administration.
The lease provides for a current monthly rent expense,  inclusive of common area
rent,  of  approximately  $17,800  Canadian   (approximately   $12,100  US)  and
terminates on October 31, 2006.

Ottawa, Ontario

Navtech-Canada  leases  approximately  2,200  square  feet of  office  space for
corporate  offices and  software  development  purposes at Suite 204, 21 Antares
Dr.,  Nepean,  Ontario,  a suburb  of  Ottawa,  Ontario.  The lease  expires  on
September 30, 2003, and the current monthly rent expense is approximately $2,980
Canadian (approximately $2,000 US).

Crawley, West Sussex, UK

Navtech-UK has a five year lease,  expiring  February 28, 2003, for the premises
located at Durand  House,  Manor Royal,  Crawley,  West Sussex,  UK. This office
encompasses  approximately  1,900  square  feet of space and is used for  flight
operations,  customer  support  and  administration.  The current  monthly  rent
expense is approximately (pound)2,200 Pounds (approximately $3,400 US).

Our total rent expense was approximately $245,500 for the year ended October 31,
2000. We believe that the facilities are adequate for our current needs and that
suitable additional space will be available as required.

<PAGE>

ITEM 3.       LEGAL PROCEEDINGS

On September  13, 1999,  we received a letter from the attorneys for the Chapter
11 Creditors  Committee of Southern Air  Transport,  Inc. The letter demands the
return of $88,850 in payments made by Southern Air to  Navtech-Canada  within 90
days prior to  Southern  Air's  filing of a  bankruptcy  petition  in the United
States  Bankruptcy  Court for the Southern  District of Ohio on October 1, 1998.
The demand letter alleges that the payments made were preferential  payments and
must be returned. We believe that the payments received were for contemporaneous
consideration  and need not be  returned.  No  adversary  proceedings  have been
commenced to date.

<PAGE>


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

There were no matters submitted to a vote of security holders during the quarter
ended October 31, 2000.

<PAGE>

PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is traded on the NASD OTC Electronic  Bulletin under the symbol
"NAVH". The high and low closing bid prices of the common stock are listed below
by fiscal quarter.  These prices represent  prices between dealers;  they do not
include retail markup, markdown or commission.  These are bid prices only and do
not represent actual transactions.
                                             High                   Low
-------------------------------------- -------------------- -- ------------
Year Ended October 31, 2000

     Fourth Quarter                      $  1.875                $  0.75
     Third Quarter                          1.75                    1.125
     Second Quarter                         1.875                   0.3125
     First Quarter                          0.28125                 0.125

Year Ended October 31, 1999

     Fourth Quarter                      $  0.13                 $  0.0625
     Third Quarter                          0.13                    0.13
     Second Quarter                         0.5625                  0.13
     First Quarter                          0.5625                  0.3125


Shareholders

Our transfer agent has advised us that the approximate  number of record holders
of common stock at November 30, 2000 was 824.


Dividends

We have paid no cash  dividends  on the  common  stock and we do not  anticipate
paying any cash dividends in the foreseeable future.


Recent Sales of Unregistered Securities

During the quarter ended October 31, 2000, we sold the following  shares without
registering them under the Securities Act of 1933:

Effective October 27, 2000, we issued to the former holders of Class B shares of
Navtech-Canada  an aggregate  of 192,000  shares of our common stock in exchange
for the Class B shares.  In addition,  contemporaneously,  one of the holders of
Class B shares  purchased an  additional  32,000 shares of our common stock at a
purchase  price of $1.00 per share.  The  offering of shares was exempt from the
registration  requirements  of the  Securities  Act  pursuant  to  Regulation  S
promulgated  thereunder.  We  determined  that the offer and sale of the  shares
occurred outside the United States. The certificates  representing the shares of
common stock bear restrictive  legends permitting the transfer thereof only upon
the  registration of the shares or pursuant to an exemption under the Securities
Act.

Effective October 30, 2000, we issued to Easy Flying, S.A. 500,000 shares of our
common stock at a total purchase  price of $500,000.  The offering of shares was
exempt from the  registration  requirements  of the  Securities  Act pursuant to
Regulation S promulgated thereunder. We determined that the offering and sale of
the shares occurred outside the United States. The certificate  representing the
shares of common  stock  bears a  restrictive  legend  permitting  the  transfer
thereof  only upon the  registration  of the shares or pursuant to an  exemption
under the Securities Act.

Effective October 31, 2000, we issued to St. Andrews Capital Limited Partnership
296,543  shares of our common stock upon the conversion of  indebtedness  in the
amount of $111,204 (a  conversion  price of $.375 per  share).  The  offering of
shares was a private  transaction  not  involving  any public  offering  and was
exempt from the  registration  requirements  of the  Securities  Act pursuant to
Section 4(2) thereof.  We determined that St. Andrews Capital was an "accredited
investor."  The  certificate  representing  the shares of common  stock  bears a
restrictive legend permitting the transfer thereof only upon the registration of
the shares or pursuant to an exemption under the Securities Act.



<PAGE>


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

RESULTS OF OPERATIONS

The following table shows our annual results of operations for fiscal years 2000
and 1999 (in thousands except per share amounts):
<TABLE>
<S>                                                 <C>          <C>          <C>           <C>
                                                              Results of Operations       Percentage of Total
                                                                                                 Revenue
                                                               For the year ended         For the year ended
                                                                      October 31,                October 31,
                                                       ------------------------------------------------------
                                                               1999         2000          1999          2000
------------------------------------------------------- ------------ ------------ ------------- -------------
REVENUE
     Service fees                                         $   4,649    $   5,804         88%            83%
     Software license fees                                      605        1,204         12             17
------------------------------------------------------- ------------ ------------ ------------- -------------
     Total revenue                                            5,254        7,008        100            100
------------------------------------------------------- ------------ ------------ ------------- -------------

COSTS AND EXPENSES
     Cost of services                                         3,776        4,593         72             66
     Cost of software license fees                              138           62          3              1
     Research and development                                    96          269          2              4
     Selling, general and administrative                      1,114        1,492         21             21
     Provision  for  (recovery  of) bad debt - relatedparty     316         (904)         6            (13)
     Amortization of goodwill                                     3           11          -              -
------------------------------------------------------- ------------ ----------------------------------------
      Total costs and expenses                                 5,443       5,523        104             79
------------------------------------------------------- ------------ ----------------------------------------
Income (loss) from operations                                  (189)        148     (4)        21
------------------------------------------------------- ------------ ------------ ------------- -------------
Other income (expense)
     Interest expense                                          (350)        (251)        (6)            (3)
     Interest revenue                                           104           64          2              1
------------------------------------------------------- ------------ ----------------------------------------
                                                               (246)        (187)        (4)            (2)
------------------------------------------------------- ------------ ----------------------------------------
Income (loss) before income taxes                              (435)       1,298         (8)            19
Income taxes                                                    (55)         194         (1)             3
------------------------------------------------------- ------------ ------------ ------------- -------------
Net earnings (loss)                                       $    (380)   $   1,104         (7)%           16%
------------------------------------------------------- ------------ ------------ ------------- -------------
Net earnings (loss) per share
     Basic                                                $    (0.19)  $     0.43
     Diluted                                              $    (0.19)  $     0.35
------------------------------------------------------- ------------ ------------
</TABLE>

Overview

In 2000,  we had net  earnings  of  approximately  $941,000,  total  revenues of
approximately $7,008,000 and operating income of approximately $1,485,000.  This
is in comparison to 1999 when we had a net loss of approximately $380,000, total
revenue of  approximately  $5,254,000  and an  operating  loss of  approximately
$189,000.  The change in net earnings was accomplished due to various factors as
detailed below:

     o    We  continued  an internal  restructuring  program  that  involved the
          centralization of all North American flight planning activities within
          our Canadian facility,  the elimination of the New York office and the
          downsizing of our California facility.

     o    Our focus on the sale of system  licenses  generated  four more  sales
          during the year.  These sales result in one time software license fees
          as well as ongoing fees for the provision of  maintenance  and support
          services.

     o    At the end of our second fiscal quarter we terminated our  receivables
          factoring  program which in turn reduced our  financing  costs for the
          year.

     o    We  negotiated a settlement  with Navtech  Applied  Research  Inc., an
          affiliated  company,  in which they  returned  our common stock to our
          treasury in return for a reduction in the amounts owed to us.

These gains were offset,  in part, by greater  marketing  activities  during the
year,  including  attendance  at  several  prominent  industry  trade  shows and
development of promotional and advertising materials.

Revenue

Our  revenue  is  derived  from two major  sources:  (i)  service  fees from the
provision of flight planning  services,  runway analysis  services,  weather and
NOTAMs data, and ongoing customer  support and (ii) sales of software  licenses.
We  recognize  the  revenue  from  software  license  sales upon the  receipt of
customer  acceptance if no  significant  vendor  obligations  remain,  the sales
contract  fee is fixed or  determinable,  amounts  are due  within  one year and
collection  is  probable.  Contract  sales that do not meet these  criteria  are
recorded as deferred revenues.  Systems  consulting and implementation  fees are
recognized when services are rendered.  Custom  programming,  communications and
database income,  and service bureau and support revenue are recognized  ratably
over the  applicable  contract  periods or as services  are  performed.  Amounts
billed but not yet earned and payments  received prior to the earning of revenue
are recorded as deferred revenue.

Total revenue increased  approximately $1.7 million,  or approximately 33%, from
approximately $5.3 million in 1999 to approximately $7.0 million in 2000.

Geographic Analysis

The following  table shows total revenues on a geographic  basis for fiscal 1999
and 2000 (in thousands except percentage amounts):
<TABLE>
<S>                                           <C>            <C>          <C>         <C>
                                                      Total Revenue       Percentage of Total Revenue
                                                ------------------------------------------------------
                                                        1999         2000          1999          2000
------------------------------------------------ ------------ ------------ ------------- -------------
United States                                      $   4,145    $   4,893         79%            69%
Canada                                                   668          893         13             13
Europe, Mexico, Africa, South America and other          441        1,222          8             16
------------------------------------------------ ------------ ------------ ------------- -------------
                                                   $   5,254        7,008        100%           100%
------------------------------------------------ ------------ ------------ ------------- -------------
</TABLE>

Our products and services are used by airline carriers located  primarily in the
United  States and Canada,  although our  customers  are also located in Europe,
Mexico, Africa, and South America.

In fiscal 2000, we derived  approximately  $4.9 million from sales in the United
States as compared to  approximately  $4.1 million in fiscal 1999. This increase
is due primarily to:

     o    an increase in software license fees of approximately $349,000

     o    an increase in fees to existing customers of approximately $567,000

     o    an addition of new customers  representing  approximately  $148,000 in
          revenue

Customer   bankruptcies   accounted  for  a  loss  in  service  fee  revenue  of
approximately $316,000 during this period.

Sales in Canada accounted for approximately  $893,000 in fiscal 2000 as compared
to approximately $668,000 in fiscal 1999. This increase is due primarily to:

     o    an increase in fees to existing customers of approximately $205,000

     o    an addition of new  customers  representing  approximately  $20,000 in
          revenue

Sales in other jurisdictions amounted to approximately $1,222,000 in fiscal 2000
as compared  to  approximately  $441,000 in fiscal  1999,  which  represents  an
increase of approximately  $781,000, or approximately 177%. This increase is due
primarily to the inclusion of a full year of  operations  for  Navtech-UK  and a
software license sale made to a European customer.

Service fees

Revenue  from service  fees was  approximately  $5.8 million in 2000 as compared
with  approximately  $4.6 million in 1999, an increase of approximately  26%, or
approximately $1.2 million. The increase is due to:

     o    an increase in fees to existing  customers of approximately  $351,000,
          resulting  mainly  from  an  increase  in the use of  flight  planning
          services  as well as  additional  support  fees  from  customers  that
          transitioned to an in-house system

     o    an increase of approximately  $427,000 from several new service bureau
          customers

      o   the inclusion of a full year of operations  from  Navtech-UK  compared
          with one month in 1999,  resulting  in an  increase  of  approximately
          $695,000

These increases were offset by decreases from the loss of customers  aggregating
approximately  $166,000  and  the  bankruptcy  or  non-renewal  of  services  of
customers aggregating approximately $152,000.

Software license fees

Revenue  from  software  license  fees  increased   approximately  $599,000,  or
approximately  99%,  from  approximately   $605,000  in  1999  to  approximately
$1,204,000 in 2000.  During 2000, we completed the sale of a system license to a
large US aviation  services  provider  that was  started in the last  quarter of
fiscal 1999. This software license sale was worth approximately $500,000.  Apart
from this  significant  contract,  we sold three systems  licenses,  each for an
average  sales price of  approximately  $200,000  in 2000,  compared to two such
licenses in 1999.  Each such sale provides for the  provision of add-on  support
and  maintenance  services,  which is  reflected in the increase in service fees
noted above.


Costs and Expenses

Cost of services

Cost of services  consists  mainly of personnel  and other  expenses  related to
providing product support, service bureau operation and custom development. Also
included in operating  expenses are the communication  costs associated with the
provision of in-house flight planning services and customer support.

The following table shows the major components of operating  expenses for fiscal
years 1999 and 2000 (in thousands except percentage amounts):
<TABLE>
<S>                                                  <C>                <C>             <C>
                                                                  1999              2000    Percentage Change
----------------------------------------------------- ----------------- ----------------- --------------------
Salaries and benefits                                      $     2,626       $     3,079                17%
Communication costs                                                728               902                24%
Agent costs                                                          -               132                 -
Rent                                                               204               233                14%
Royalties                                                           91                99                 9%
Depreciation                                                        53                73                38%
Other                                                               74                75                 1%
----------------------------------------------------- ----------------- ----------------- --------------------
                                                           $     3,776       $     4,593                22%
----------------------------------------------------- ----------------- ----------------- --------------------
</TABLE>

The cost of  services  was  approximately  $4.6  million in 2000  compared  with
approximately  $3.8 million in 1999, an increase of approximately  $817,000,  or
approximately 22%. The major components of this increase are:

     o    an increase in salaries and  benefits of  approximately  $453,000,  of
          which approximately  $382,000 relates specifically to the inclusion of
          a full year of expenses for Navtech-UK

     o    an increase in communication costs of approximately $174,000, of which
          approximately  $32,000 relates specifically to the inclusion of a full
          year of expenses for Navtech-UK

     o    an increase  of  approximately  $132,000  in agent fees,  all of which
          relate to Navtech (UK) Limited

     o    an increase in rent of  approximately  $29,000  related  mainly to the
          inclusion of a full year of expenses for Navtech-UK

In addition, other expenses, including royalties and depreciation, accounted for
an increase of approximately $29,000.

Cost of software license fees

The cost of software  license fees was  approximately  $62,000 in 2000  compared
with  approximately  $138,000 in 1999, a decrease of approximately  $76,000,  or
approximately  55%.  Although there were more system license sales in 2000, this
decrease is reflective of both  efficiencies in the  installation  process and a
reduction in the amount of hardware bundled with these license sales.

Research and development

Our research and development activities are undertaken in Canada. Navtech-Canada
qualifies for scientific  research and experimental  development  investment tax
credits on eligible research and development  expenditures.  Federal tax credits
are generated at a rate of 20% of qualifying  expenditures  and  provincial  tax
credits are generated at a rate of 10% of qualifying expenditures. These credits
are available to reduce income taxes payable.  Investment tax credits for fiscal
2000 have been netted against the provision for income taxes.


Research and development  expenses increased from approximately  $96,000 in 1999
to  approximately  $269,000 in 2000,  representing an increase of  approximately
$173,000, or approximately 182%. The Company has claimed scientific research and
experimental  development  investment tax credits of approximately  $119,000 for
the year ended October 31, 2000 as compared to a claim of approximately  $51,000
for the same period in 1999.

Selling, General, and Administrative Expenses

The  following  table  shows  the  major  components  of  selling,  general  and
administrative expenses for fiscal 1999 and 2000 (in thousands except percentage
amounts):
<TABLE>
<S>                                             <C>             <C>                <C>
                                                             1999               2000   Percentage Change
------------------------------------------------ ----------------- ------------------ -------------------
Professional and consulting                           $       435       $        472                 9%
Travel                                                        349                551                58%
Marketing                                                      26                125               381%
Provision for bad debts                                        59                 83                41%
Depreciation                                                   16                 22                38%
Other                                                         229                239                 4%
------------------------------------------------ ----------------- ------------------ -------------------
                                                      $     1,114       $      1,492                34%
------------------------------------------------ ----------------- ------------------ -------------------
</TABLE>


Selling,   general,  and  administrative  expenses  increased  by  approximately
$378,000,  or  approximately  34%,  from  approximately  $1.1 million in 1999 to
approximately  $1.5 million in 2000.  This increase can be attributed  primarily
to:

     o    an increase  in  professional  and  consulting  fees of  approximately
          $37,000, of which approximately $2,000 relates to Navtech-UK

     o    an  increase  in  travel  costs of  approximately  $202,000,  of which
          approximately  $34,000 relates specifically to the inclusion of a full
          year of expenses for  Navtech-UKo  an increase in  marketing  costs of
          approximately $99,000

     o    an increase in bad debts of approximately $24,000

     o    an  increase  in  depreciation  and other  expenses  of  approximately
          $18,000

Increased  travel  costs  are  primarily  attributable  to  the  maintenance  of
operations in Monterey,  California,  Crawley, England and Waterloo, Ontario and
an  increase  in  marketing  and  sales  activities  in all of our  geographical
segments.

The increase in  professional  and consulting The increase in  professional  and
consulting  fees relates to,  among other  things,  an increased  need for legal
assistance in  negotiating  contracts  and the expenses  related to the exchange
offering made to the Navtech-Canada Class B shareholders.

Increased  marketing costs are due to an increased  effort to raise awareness of
our products.  Our sales and marketing  group attended  several key aviation and
software trade shows during the year. We also focused efforts on redesigning our
logo and rebranding our products for better recognition in the marketplace.

The increase in bad debts in fiscal 2000 was due primarily to the  bankruptcy of
a significant  customer amounting to a loss of approximately  $70,000 and losses
in Navtech-UK, but was offset by the recovery of several accounts.

Provision for bad debt - related party

During the  year,fiscal  2000, we entered into an agreement with Navtech Applied
Research  Inc.,  an  affiliated  party,  to reduce  the total debt owed to us by
transferring  certain weather assets to our ownership and by transferring shares
of our common stock into our treasury.  As a result,  we were able to recover an
allowance of approximately $904,000 provided for in prior years (see Item 12).


Other Income (Expense)

Interest Expense

Interest expense decreased  approximately  $99,000,  or approximately  28%, from
approximately  $350,000 in 1999 to approximately $251,000 in 2000. This decrease
is primarily  attributable  to the  termination of receivables  factoring in the
third  quarter of fiscal 2000 and the  decreased  interest  payments on loans as
they near maturity.


Net Income

The financial  statements  reflect net income of  approximately  $1,104,000  for
fiscal  2000,  as compared to a net loss of  approximately  $380,000  for fiscal
1999.

We reflected a net increase in revenue of approximately $1.8 million,  as offset
by a net increase in costs and expenses of approximately $80,000, resulting in a
net increase in operating income of approximately $1.7 million.  Augmenting this
gain was the decrease of approximately $99,000 in interest expense.


LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2000, we had available  cash and cash  equivalents of $367,234
and working capital of $187,567.

In 2000,  we  financed a  significant  part of our  operations  through  amounts
received from software license fees, as well as through share issuances.

Our cash flows from operating  activities  amounted to a net outflow of $456,357
in fiscal 2000 as compared to a net inflow of $352,760 in fiscal  1999.  We used
cash generated by debt and equity  financing to settle a significant  portion of
our accounts payable.

Our cash  flows  from  investing  activities  amounted  to a net cash  inflow of
$375,858 in fiscal 2000 as compared to a net cash  outflow of $231,676 in fiscal
1999.We  advanced  $68,858 to Navtech  Applied  Research  Inc., of which $36,809
remained outstanding at year end. This year end balance is secured by a note. In
addition, we purchased capital assets in the amount of $307,500.

Our cash flows from financing  activities amounted to a net inflow of $1,207,307
in fiscal 2000 as compared to a net outflow of $120,817 in fiscal  1999.  During
the year we obtained  $1,267,939  in equity  financing  and $227,720 in non-bank
debt. In turn, we made principal payments of $342,085.

As of October 31, 2000, we had no significant capital  commitments.  However, we
may,  from  time to time,  consider  additional  acquisitions  of  complementary
businesses, products or technologies.


PLAN OF OPERATION

With the return to  profitability  and the  elimination  of our working  capital
deficiency,  we are targeting four specific areas to provide  additional capital
and to further improve earnings in the next fiscal year.

Equity

During fiscal 2000 we received private subscriptions for 1,000,000 common shares
of common stock from two  investors for aggregate  proceeds of  $1,000,000.  Our
plans in 2001 are as follows:

     o    seek to raise additional equity capital

     o    seek to have our stock  relisted on NASDAQ to allow for greater access
          to the market for our shareholders

     o    launch a  shareholder  oddlot  repurchase  program  designed to reduce
          costs in connection with shareholder communications

Line of Credit

Navtech-Canada currently has a demand line of credit of $50,000 Canadian. We are
committed to renegotiating  this operating facility based on the strength of our
financial results. In addition, we are negotiating with our U.S. bank for a line
of credit. These facilities would be used in our daily operations. Any financing
requirements specific to acquisitions of complementary  businesses,  products or
technologies would be dealt with using debt specific to those transactions.

Sales Force

With our product rebranding  complete,  we are now focusing our efforts on a new
marketing program designed to reintroduce our full product offering to the North
American,  South  American and European  marketplaces.  In fiscal 2000,  we took
significant  steps in this  direction by hiring a new Executive Vice President -
Sales and Marketing and Director of Sales - UK. Both of these  individuals bring
with them significant experience in the aviation field having worked with one of
our major competitors in senior positions.

In early  November  2000,  we opened our  Denver,  Colorado  sales  office.  Our
Executive  Vice President - Sales and Marketing is based in this office and will
coordinate our corporate  sales and marketing  efforts from there using staff in
all of our locations.  We have hired  additional  staff in both the U.S. and the
U.K. in anticipation of the increased efforts.

Further Rationalization

In fiscal  2000 we carried  out a detailed  review  and  rationalization  of our
operations in order to identify  areas for cost  reduction or  elimination.  Our
centralization of all flight planning  functions in our Waterloo,  Canada office
serves as an example of this review.  We have  identified  further areas of cost
reduction in our fiscal 2001 budgeting process.

<PAGE>

ITEM 7.    FINANCIAL STATEMENTS
The financial statements begin on Page F-1 following Item 13 hereof.

<PAGE>

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

On April 25, 2000, we dismissed Grant Thornton LLP as our independent  certified
public accountants. This decision was made by our Board of Directors.

The reports of Grant Thornton LLP on our financial  statements as of October 31,
1998 and 1999 and for the years then ended neither contain an adverse opinion or
a disclaimer of opinion nor are they modified as to uncertainty,  audit scope or
accounting  principles,   except  that  the  opinions  included  an  explanatory
paragraph that there were  conditions  that raised  substantial  doubt about our
ability to continue as a going concern.

During the fiscal  years  ended  October  31,  1998 and 1999 and the period from
November  1, 1999 to April 25,  2000,  there  were no  disagreements  with Grant
Thornton LLP on any matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure,  which, if not resolved to
the  satisfaction  of such firm,  would have caused it to make  reference to the
subject matter of the disagreement in connection with its report.

Effective  April 27, 2000, we engaged  Deloitte & Touche LLP as our  independent
certified  public  accountants  for the fiscal year ended October 31, 2000.  Our
Board of Directors approved the engagement of Deloitte & Touche LLP.


<PAGE>

PART III

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

Executive Officers and Directors

         The following table sets forth the positions and offices presently held
by each of our directors  and  executive  officers and their ages as of November
30, 2000:

============================ ========= =========================================
Name                         Age       Positions and Offices
============================ ========= =========================================

Duncan Macdonald             41        Chairman of the Board and
                                        Chief Executive Officer

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

Derek Dawson                 31        President and Chief Operating Officer

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

David Strucke                32        Chief Financial Officer

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

Dennis Steinbeck             44        Executive Vice President -
                                        Sales & Marketing

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

Thomas D. Beynon             59        Director

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

Prashant Gupta               40        Director

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

Martin J. Hamrogue           59        Director

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

James McGinty                58        Director

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

Denis L. Metherell           68        Secretary and Director

============================ ========= =========================================


         Duncan Macdonald has served as Chief Executive Officer of Navtech since
March 1996,  Chairman of the Board of Navtech since January 2000, and a Director
of Navtech since December 1999. He served as Chief Financial  Officer of Navtech
from July 1995 to January  1999.  Since  January  1992,  Mr.  Macdonald has also
served as managing partner of Kintyre & Company Limited, a management consulting
firm based in Ottawa,  Ontario. In addition,  since December 1998, he has served
as President of St. Andrews Technology Associates,  Inc., the general partner of
St.  Andrews  Capital  Limited   Partnership,   a  California-based   investment
partnership.

         Derek  Dawson has served as Chief  Operating  Officer of Navtech  since
January 1999 and President of Navtech since January 2000.  Mr. Dawson has been a
business  instructor,  on a part-time basis, at Wilfrid Laurier University since
1997.  From  September  1997 to January 1999,  Mr.  Dawson was Vice  President -
Operations  of Navtech.  From 1995 to 1997,  he served as Manager for  Corporate
Development  for a large  industrial  contracting  firm.  From 1991 to 1995, Mr.
Dawson was an air  navigator  with the Canadian Air Force  involved in strategic
and tactical airlifts as well as training duties.

         David  Strucke has served as Chief  Financial  Officer of Navtech since
January 2000.  Mr.  Strucke  served as Vice  President - Finance & Accounting of
Navtech-Canada  from October 1999 to January 2000 and as its Director of Finance
and Accounting, and Business Analyst from January 1999 to October 1999. Prior to
joining us, Mr.  Strucke served as a Financial  Analyst  focusing on mergers and
acquisitions for an automotive capital equipment manufacturer from 1997 to 1998.
From 1996 to 1997, Mr.  Strucke  performed  financial and accounting  consulting
work for manufacturing companies. Prior to 1996, he served as a Business Analyst
for a publicly traded sheet metal manufacturer.

         Dennis Steinbeck  has  served as  Executive  Vice  President - Sales  &
Marketing of Navtech  since July 2000.  Prior to joining  Navtech,  he served as
Director - Airline Marketing and Sales with Jeppesen  Sanderson,  Inc. from 1998
to 2000. From 1994 to 1998 Mr.  Steinbeck served as Senior Manager Airline Sales
with Jeppesen.

         Thomas D.  Beynon is a partner  in the  Waterloo  law firm of  McCarter
Grespan  Robson  Beynon  Thompson  LLP and a member of the Law  Society of Upper
Canada.  He has been with the firm since March 1996.  Prior to this,  Mr. Beynon
spent six years with a Canadian  national law firm, Sims Clement  Eastman,  from
1991 to 1996.  His primary  focus is in the areas of  commercial,  corporate and
finance  law with a diverse  client  base of both  public and  private  Canadian
corporations.  He also served on the Board of Waterloo  Microsystems  Inc.  from
1986 to 1990.  Mr.  Beynon  holds  memberships  in the  Institute  of  Corporate
Directors  and the  American  Bar  Association  and he is a founding  member and
director of Communitech,  a technology  association in Southwestern Ontario. Mr.
Beynon has been a director of Navtech since July 2000.

         Prashant  Gupta  served  as Chief  Technology  Officer  of  CrossWorlds
Software Inc. of Burlingame,  California  from April 1996 to September  2000. In
addition,  Mr.  Gupta sits on the Board of Directors  for the Open  Architecture
Group (OAG), a standards  organization,  as well as for Global Weather Dynamics,
Inc.,  Intyc  Solutions and Wizards.  Mr. Gupta has  published  eight papers and
filed ten patents in the areas of  networking,  telecommunications  and database
technology.  Prior to joining CrossWorlds,  Mr. Gupta was the software architect
at  Illusta/Informix  from  December  1995 to April 1996.  There he designed the
server  interface  that  provides   specialized  and   user-defined   data  type
extensibility to Informix's Universal Data Server.  During his tenure at Sybase,
from June 1992 to December 1995, he served as the chief technical  architect for
several key middleware and connectivity projects that established the company as
the market leader in this technology  segment.  Mr. Gupta has been a director of
Navtech since July 2000.

         Martin J. Hamrogue is CEO and Chairman of the Board of  Virgin  Express
Ireland  Ltd.,  an airline  serving the European  marketplace.  He has served as
Virgin's CEO since its formation in 1998.  Prior to Virgin,  Mr. Hamrogue served
in various  capacities  at Trans  World  Airlines,  including  most  recently as
General Manager Operations Control from 1995 to 1998. Prior to this position, he
served as Director  Operations Systems where he was responsible for all computer
and  communications  systems  for TWA's  operations  department.  In total,  Mr.
Hamrogue has over 35 years of airline  management  experience.  Mr. Hamrogue has
been a director of Navtech since July 2000.

         James McGinty is President of Cambridge  Information Group, a corporate
holding company  managing  several  internet-based  information  companies.  Mr.
McGinty is responsible for the strategic direction and overall management of all
Cambridge  companies.  He previously served as President of Cambridge Scientific
Abstracts from 1992 to 2000. Prior to that time, Mr. McGinty spent over 20 years
with Dun & Bradstreet Corporation.  In his last assignment with D&B, Mr. McGinty
was  Managing  Director of D&B North  Pacific with  responsibility  for Business
Information  Group  operations in Hong Kong,  Korea,  Singapore,  Malaysia,  the
Philippines and China.  Mr. McGinty has been active in the Information  Industry
Association,  serving on IAA's Board of Directors from 1984 to 1988. Mr. McGinty
has been a director of Navtech since July 2000.

         Denis L.  Metherell  has served as Secretary of Navtech  since  October
1994 and a director of Navtech  since July 1994.  Mr.  Metherell  also served as
Treasurer  of  Navtech  from  November  1994 to March  1996 and Chief  Financial
Officer  from  November  1994 to July  1995.  He  served  as Vice  President  of
Navtech-Canada from June 1993 to July 1995 and also serves as Vice President and
a director of AVCON Associates  Inc., which leases computers to  Navtech-Canada.
From 1976 to 1992, Mr. Metherell  served as a technical  consultant to Northwest
Airlines where he was a major  contributor to the IATA standard  computerization
Aircraft  Performance  specifications.  He has also  been a  standing  member of
numerous committees with the FAA, ATA and IATA.

         Each  director  will hold  office  until  the next  Annual  Meeting  of
Stockholders  or until his successor is elected and  qualified.  Each  executive
officer  will  hold  office  until  the next  regular  meeting  of the  Board of
Directors  following  the next  Annual  Meeting  of  Stockholders  or until  his
successor is elected or appointed and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

         Based  solely on a review of copies of Forms 3, 4 and 5 furnished to us
and written  representations  that no other  reports were  required,  during the
fiscal  year ended  October 31,  2000,  all Section  16(a)  filing  requirements
applicable to the officers,  directors and 10% stockholders  were complied with,
except that Messrs.  Beynon, Gupta, Hamrogue,  McGinty,  Steinbeck and Sosnowski
filed their respective Form 3 late. Also,  Robert N. Snyder and EasyFlying S.A.,
each a 10% stockholder, filed their respective Form 3 late, and Dorothy English,
formerly an officer and  director  of Navtech and  currently a 10%  stockholder,
filed four Forms 4 late (two reporting two  transactions  each and two reporting
one transaction each).

<PAGE>

ITEM 10.      EXECUTIVE COMPENSATION

     (a)  Summary Compensation Table

         During the fiscal year ended  October 31, 2000,  none of our  executive
officers had total salary and bonus in excess of $100,000.  The following  table
sets forth  information  concerning the  compensation of Duncan  Macdonald,  our
Chief Executive Officer, for the fiscal year ended October 31, 2000:
<TABLE>
<S>             <C>     <C>        <C>       <C>            <C>        <C>          <C>          <C>
================ ======== ==================================== =================================== ==============
                                  Annual Compensation                Long-Term Compensation
---------------- -------- ----------- -------- --------------- ------------------------- --------- --------------
                                                                        Awards           Payouts
---------------- -------- ----------- -------- --------------- ----------- ------------- --------- --------------
                                                                           Common
Name and                                                       Restricted  Stock
Principal                                      Other Annual    Stock       Underlying    LTIP      All Other
Position         Year     Salary      Bonus    Compensation    Award(s)    Options       Payouts   Compensation
---------------- -------- ----------- -------- --------------- ----------- ------------- --------- --------------
Duncan
Macdonald,       2000     $81,820     -0-      $  2,500(1)     -0-         50,000        -0-       -0-
Chief            1999     $5,000      $20,000  $ 28,927(1)     -0-         -0-           -0-       -0-
Executive        1998     -0-         -0-      $106,486(1)     -0-         -0-           -0-       -0-
Officer
================ ======== =========== ======== =============== =========== ============= ========= ==============
(1)      Represents amounts paid as an independent advisor to Navtech. Excludes amounts paid to Kintyre & Company Limited, an entity
         controlled by Mr. Macdonald, for consulting services rendered to Navtech-Canada.  See Item 12.
</TABLE>

     (b) Option Grants Table

         The following table sets forth certain  information  with regard to the
grants of stock  options  during the fiscal  year ended  October 31, 2000 to Mr.
Macdonald:
<TABLE>
<S>                 <C>                     <C>                       <C>             <C>
=============================================================================================================
                       Shares of Common Stock  Percent of Total Options
                         Underlying Options    Granted to Employees in      Exercise
         Name                 Granted                Fiscal Year          Price/Share     Expiration Date
-------------------------------------------------------------------------------------------------------------
Duncan Macdonald               50,000                    3.9%               $0.28125          02/07/05
=============================================================================================================
</TABLE>

     (c)  Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Value Table

         The following table sets forth certain  information  concerning options
exercised by Mr. Macdonald during the fiscal year ended October 31, 2000 and the
value as of October 31, 2000 of unexercised options held by Mr. Macdonald:
<TABLE>
<S>                <C>                <C>             <C>                       <C>
===================== ================== =============== ========================= ========================
                                                          Number of Unexercised     Value of Unexercised
                                                                Options at          In-the-Money Options
                       Shares Acquired                       October 31, 2000        at October 31, 2000
Name                     on Exercise     Value Received
                                                         ------------------------- ------------------------
                                                         Exercisable/Unexercisable Exercisable/Unexercisable
--------------------- ------------------ --------------- ------------------------- ------------------------
Duncan Macdonald           200,000          $122,750           -0-/ 50,000              -0-/ $35,938
===================== ================== =============== ========================= ========================
</TABLE>

     (d)  Compensation of Directors

         Our By-Laws  provide  that  Directors  shall be  reimbursed  for travel
expenses  incurred  in  attending  any  meeting  of  the  Board  or  any  of its
committees.  The By-Laws also state that the  Directors,  with the  exception of
salaried  officers,  shall  be  paid a fee  for  attending  Board  or  committee
meetings.  This fee shall be an amount as fixed by the Board. No Directors' fees
have been paid to date.  Our By-Laws also  provide,  to the extent  permitted by
law, for certain  indemnification  of our Directors.  On August 3, 2000,  Messrs
Beynon,  Gupta,  Hamrogue,  McGinty and Metherell were each granted  options for
25,000 shares of common stock at an exercise price of $1.1875 per share.

     (e)  Employment Contracts, Termination of Employment and Change-in-Control
Arrangements

         See Item 12 for a discussion of a services  agreement between Kintyre &
Company Limited, an entity controlled by Mr. Macdonald, and us.

<PAGE>

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Our common  stock is the only  class of  securities  outstanding.  Each
share  is  entitled  to  one  vote.  The  following  table  sets  forth  certain
information  regarding our  outstanding  common stock  beneficially  owned as of
November 30, 2000 by:

     o    each person who is known by us to own  beneficially or exercise voting
          or dispositive control over more than 5% of our common stock,
     o    each present Director,
     o each person named in the Summary  Compensation  Table above, and o all of
     our present executive officers and directors as a group
<TABLE>
<S>                                    <C>                            <C>
========================================= ============================== =========================
Name and Address of Beneficial Owner      Number of Shares               Approximate Percentage
                                                                         of Outstanding Shares
----------------------------------------- ------------------------------ -------------------------
Robert N. Snyder                          815,000(1)                     22.8%
#601, 7200 Wisconsin Avenue
Bethesda, Maryland
----------------------------------------  -----------------------------  ------------------------
Duncan Macdonald                          546,543(2)                     15.6%
21 Antares Drive
Nepean, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
EasyFlying S.A.                           500,000(3)                     14.5%
2 Rue Marcel Doret - Immeuble Antares
31700 Blagnac, France
----------------------------------------- ------------------------------ -------------------------
Dorothy A. English                        465,000(4)                     12.5%
175 Columbia Street West
Waterloo, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
St. Andrews Capital Limited Partnership   296,543(5)                     8.6%
11 Bedford Crescent
Ottawa, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Republic Electronics Corporation          250,000(3)                     7.2%
5801 Lee Highway
Arlington, Virginia
----------------------------------------- ------------------------------ -------------------------
Denis L. Metherell                        168,500(6)(7)                  4.9%
175 Columbia Street West
Waterloo, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Thomas D. Beynon                          12,500(6)                      *
675 Riverbend Drive
Kitchener, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Prashant Gupta                            12,500(6)                      *
577 Airport Blvd, Ste 800
Burlingame, California
----------------------------------------- ------------------------------ -------------------------
Martin J. Hamrogue                        12,500(6)                      *
Virgin House, Shannon Airport
County Clare, Ireland
----------------------------------------- ------------------------------ -------------------------
James McGinty                             12,500(6)                      *
7200 Wisconsin Ave, Ste 601
Bethesda, Maryland
----------------------------------------- ------------------------------ -------------------------
All executive officers and directors as
a group (11 persons)                      945,043(2)(6)(7)(8)            25.5%
========================================= ============================== =========================
</TABLE>

*    Less than 1%

(1)  Based upon Schedule 13D filed with the Securities and Exchange  Commission.
     Includes  (i)  125,000  shares  that are  issuable  upon the  exercise of a
     warrant  that is  currently  exercisable  and (ii) 40,000  shares  owned by
     Wyoming Investments Limited  Partnership,  of which Mr. Snyder is a general
     partner. Also includes 150,000 shares subject to a stock purchase agreement
     entered into between Mr. Snyder, as purchaser, and Navtech Applied Research
     Inc.,  as seller.  The  closing of the  purchase  and sale of the shares is
     scheduled to take place on January 12, 2001.

(2)  Represents (i) 200,000 shares  beneficially  owned by Mr.  Macdonald,  (ii)
     296,543 shares owned by St. Andrews Capital Limited Partnership,  an entity
     controlled by Mr.  Macdonald,  and (iii) 50,000 shares that are issuable to
     Mr. Macdonald upon exercise of options that are exercisable within the next
     60 days.

(3) Based upon Schedule 13G filed with the Securities and Exchange Commission.

(4)  Represents  (i) 205,000 shares  beneficially  owned by Ms. English and (ii)
     260,000  shares that are issuable to Ms.  English upon  exercise of options
     that are  currently  exercisable  or  exercisable  within the next 60 days.
     Excludes the 150,000 shares referred to in footnote 1 that are subject to a
     stock purchase  agreement  between Mr. Snyder and Navtech Applied  Research
     Inc.,  an entity of which Ms.  English  is the  Chairman,  Chief  Executive
     Officer and sole shareholder.

(5)  See footnote (2).

(6)  Includes  12,500 shares that are issuable upon exercise of options that are
     currently exercisable or exercisable within the next 60 days.

(7)  Based upon Schedule 13D filed with the Securities and Exchange  Commission.
     Includes 64,670 shares owned jointly with Mr.  Metherell's  wife and 91,330
     shares held by Mr. Metherell in a retirement trust.
(8)  Includes  140,000  shares that are  issuable  to  executive  officers  upon
     exercise of options that are exercisable with the next 60 days.

<PAGE>

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1.       Dorothy English / Navtech Applied Research Inc.

General

Dorothy English is currently an employee of  Navtech-Canada  and until July 2000
was one of our  officers  and  directors.  She owns all of the stock of  Navtech
Applied  Research Inc. NARI  currently  owns 150,000 shares of our common stock;
these shares,  however,  are subject to a purchase  agreement between NARI and a
third party that provides for a closing date of January 12, 2001.

As of October  23,  2000,  NARI was  indebted to us in the  aggregate  amount of
$1,288,724.  This  balance  consisted of several  promissory  notes with varying
terms as well as unsecured advances.  For financial  reporting purposes,  we had
provided for an  allowance of $928,412  against this debt as of October 31, 1999
(see Item 7).  The  resulting  net  balance  was  believed  to  approximate  the
estimated fair value of certain weather software assets owned by NARI at October
31, 1999.

Weather Software Assets

NARI acquired  certain weather software assets on July 15, 1998 in a transaction
that  included  the  purchase  of  300,000   shares  of  our  common  stock  for
distribution  both to the seller of the assets and an unrelated third party as a
finder's  fee. As part of the  transaction,  we received  an  assignment  of the
customer  contracts   previously   maintained  by  the  seller.   Following  the
acquisition of these assets,  we entered into a non-exclusive,  non-transferable
software  license  agreement with NARI for a term commencing  August 1, 1998 and
expiring initially on October 31, 1999. Under this agreement we were granted the
right  to  install,  configure,  modify  and use in our  business  the  software
acquired by NARI.  In return,  we were  obligated to pay  royalties in an amount
equal to 10% of certain  revenues  derived from the sale of data processed using
the  licensed  software.  In order to finance its  purchase of the assets,  NARI
borrowed funds from us. Among other terms,  the promissory notes it delivered to
us called for the  application  of any  royalties due by us to NARI first to the
reduction of the amounts due under these specific promissory notes.

Debt Reduction

On October  23,  2000,  we entered  into a series of  transactions  with NARI to
recover the amount due from NARI to us as follows:

     o    The weather  software  assets were  transferred  to us in return for a
          reduction of debt.  We believe that the  estimated  fair value for tax
          purposes of $147,651 is equivalent to the software's fair market value
          at October 23, 2000, the date of the valuation.
     o    NARI returned 502,766 shares of our common stock to treasury in return
          for a further  reduction  of debt.  At the time of the  transfer,  the
          shares' market value was $942,686.
     o    NARI signed two promissory  notes in the cumulative  amount of $56,400
          Canadian  ($36,809  US as at October  31,  2000)  payable on or before
          January 15, 2001 from the proceeds NARI is anticipated to receive from
          the sale of its  remaining  150,000  shares of our  common  stock (see
          footnote  (1) to Item o 11).  Subsequent  to October  31,  2000,  NARI
          delivered an additional  promissory note of $7,000 Canadian payable in
          the same manner.
     o    As part  of the  asset  transfer  and  treasury  stock  transfer,  for
          financial  reporting  purposes,  we reduced our allowance for doubtful
          accounts by $743,014  and  recorded  this  reduction as an addition to
          other income (see Item 7).

Upon the  payment  of the three  remaining  promissory  notes,  there will be no
further amounts due from NARI.


2.       AVCON Associates Inc.

Denis L. Metherell,  our Secretary and one of our Directors, is a Vice-President
and a  Director  of  AVCON  Associates  Inc.  Mr.  Metherell's  wife is  AVCON's
controlling   shareholder.   AVCON   leases   certain   computer   equipment  to
Navtech-Canada.  Under the present  agreements,  we are required to make varying
payments  until  November  2004.  We  believe  that the  lease  payments,  which
commenced  July 1999 at $1,952  Canadian per month,  are no higher than would be
payable to a nonaffiliated third party.

On October 31, 1996, we executed and delivered to AVCON a promissory note in the
principal amount of $53,000 Canadian to evidence amounts due as of such date. On
June 1,  1999,  we  amended  the note to  include  additional  arrears  that had
accumulated  on the two leases.  The amended note is in the principal  amount of
$90,000  Canadian,  provides  for  interest  at the rate of 18% per annum and is
payable as follows:

     o    interest only of $1,350 Canadian per month from July 1999 to September
          2000;
     o    interest and principal of $2,400  Canadian per month from October 2000
          to April 2005; and
     o    a residual payment of principal and interest of $1,263 Canadian in May
          2005.

3.       Duncan Macdonald

Effective  December 1, 1998,  we entered  into a 20 month  employment  agreement
engaging  Mr.  Macdonald  as our Chief  Executive  Officer.  Mr.  Macdonald  was
entitled to receive a base  quarterly fee of $1,250  commencing  with the fiscal
quarter  ended  January  31,  1999.  On May 1,  2000,  contemporaneous  with the
employment of Mr. Macdonald by Navtech-Canada on a full-time basis, the previous
employment  agreement was  terminated.  During the fiscal year ended October 31,
2000,  we  paid  approximately   $2,500  under  the  aforementioned   employment
agreement.

Kintyre & Company Limited

Effective  January  1, 1999,  Navtech-Canada  entered  into a two year  services
agreement with Kintyre & Company Limited, a company controlled by Mr. Macdonald.
Under  the  agreement,  Kintyre  has  agreed  to  provide  the  services  of Mr.
Macdonald,  as well as  other  Kintyre  staff as  needed,  to  assist  us in our
strategic corporate structuring and corporate finance and accounting activities.
Kintyre is entitled  to receive a base  monthly  fee of $23,250  Canadian,  plus
additional  amounts  upon the meeting of certain time  thresholds  and an annual
bonus of $8,700  Canadian.  Effective  with the  employment of Mr.  Macdonald by
Navtech-Canada  on May 1, 2000, the base amount was reduced to $11,000  Canadian
per month.

During the fiscal year ended  October 31, 2000, we paid  approximately  $182,000
under the agreement with Kintyre.

St. Andrews Capital Limited Partnership

In April 1999, St. Andrews Capital Limited  Partnership  advanced  $90,000 to us
for working capital  purposes.  Mr. Macdonald serves as President of the general
partner  of St.  Andrews  Capital  and is the  controlling  stockholder  of such
general  partner.  The  advance  was repaid in  September  2000,  together  with
interest at the rate of 18% per annum.

On October 1, 1999, St. Andrews Capital  advanced  $128,830 to us to finance our
acquisition  of Skyplan  Services (UK) Limited.  At the time of the loan, we had
sufficient working capital to undertake the transaction,  but determined that it
was prudent to obtain outside  financing.  St. Andrews  Capital and we agreed in
principle  that the loan  would bear  interest  at the rate of 10% per annum and
would  be  repayable  in 24  equal  monthly  payments  of  approximately  $5,945
commencing  November 1, 1999.  We also agreed in  principle  that the  principal
amount of the loan would be  convertible  into our common  stock at a conversion
price of $0.375 per share  effective on the first day  following the approval of
an increase in our authorized share capital sufficient for such purpose. We held
an annual  meeting  of  shareholders  on January  14,  2000.  At this  meeting a
proposal to increase our  authorized  share capital was approved.  This provided
sufficient  share capital to permit such  conversion.  On October 31, 2000,  St.
Andrews  Capital  exercised  its  conversion  rights and converted the principal
balance of approximately $111,204 into 296,543 shares of our common stock.

<PAGE>

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

(a) Exhibits

     3(A) Certificate of Incorporation, as amended (7)

     3(B) By-Laws (6)

     10(A)Consulting Agreement dated as of November 1, 1993 between Compuflight,
          Inc.  and Bert E.  Brodsky,  together  with  amendment  thereto  dated
          December 2, 1993 (1)

     10(B)Promissory  Note  dated as of  November  1,  1993  payable  by Bert E.
          Brodsky to the order of Compuflight,  Inc. in the principal  amount of
          $804,000 (1)

     10(C)Lease dated October 8, 1996 between Ferdi Investments  Company Limited
          and Navtech  Systems  Support Inc.  with respect to Waterloo,  Ontario
          premises (3)

     10(D) 1995 Key Employees and Advisors Stock Option Plan, as amended (2)

     10(E)Retirement  Agreement  dated as of August 5, 1999,  between Russell K.
          Thal and Compuflight, Inc. (4)

     10(F)Promissory  Note dated as of August 5, 1999  payable  by  Compuflight,
          Inc.,  to the  order of  Russell  K. Thal in the  principal  amount of
          $600,000. (4)

     10(G)Promissory  Note dated as of August 5, 1999  payable  by  Compuflight,
          Inc.,  to the  order of  Russell  K. Thal in the  principal  amount of
          $60,594. (4)

     10(H)Sale Purchase  Agreement  dated as of October 1, 1999 between  Navtech
          Systems Support,  Inc., and Skyplan Services Limited for the shares of
          Skyplan Services (UK) Limited. (4)

     10(I)Forbearance  and Continued  Service  Agreement  dated as of October 1,
          1999 between Navtech Systems Support and Skyplan Services Limited. (4)

     10(J)Contract for Services  Agreement  between Navtech Systems Support Inc.
          and Kintyre and Company Limited dated as of January 1, 1999. (5)

     10(K)Promissory  Note  dated as of  September  1, 2000  payable  by Navtech
          Applied  Research,  Inc., to the order of Navtech Systems Support Inc.
          in the principal amount of $50,000 Canadian and Amendment thereto.

     10(L)Promissory  Note  dated as of  October  23,  2000  payable  by Navtech
          Applied  Research,  Inc., to the order of Navtech Systems Support Inc.
          in the principal amount of $6,400 Canadian.

     10(M)Promissory  Note  dated as of  November  10,  2000  payable by Navtech
          Applied  Research,  Inc., to the order of Navtech Systems Support Inc.
          in the principal amount of $7,000 Canadian.

     10(N)Asset  Purchase  Agreement  and Bill of Sale dated as of  October  23,
          2000 between Navtech, Inc. and Navtech Applied Research Inc.

     10(O)Share  Transfer  Agreement  dated  as  of  October  23,  2000  between
          Navtech, Inc. and Navtech Applied Research Inc.

     10(P)Lease  dated  March 20,  2000  between  Mahoney-Tancredi  Company  and
          Navtech, Inc. with respect to Monterey, California premises.

     10(Q)1999 Stock Option Plan(8)

     10(R)Lease  Agreement  dated as of June 1,  1999  between  Navtech  Systems
          Support Inc. and AVCON Associates Inc.

     21   Subsidiaries

     27   Financial Data Schedules


(1) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was originally  filed as an exhibit in our Current
Report on Form 8-K for an event dated December 1, 1993.

(2) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was  originally  filed as an exhibit in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 1994.

(3) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was  originally  filed as an exhibit in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 1996.

(4) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was  originally  filed as an exhibit in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 1997.

(5) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was originally  filed as an exhibit in our Amended
Annual Report on Form 10-KSB/A for the fiscal year ended October 31, 1998.

(6) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was  originally  filed as an exhibit in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 1999.

(7) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32, as such exhibit was originally filed as an exhibit in our Quarterly
Report on Form 10-QSB for the fiscal quarter ended July 31, 2000.

(8) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule  12b-32,  as  such  exhibit  was  originally  filed  as an  exhibit  in our
Registration Statement on Form S-8 (File No. 333-32656)

b)  Reports on Form 8-K
       We did not file any Current  Reports on Form 8-K during the quarter ended
October 31, 2000.

<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of Navtech, Inc.


We have audited the accompanying consolidated balance sheet of Navtech, Inc. and
subsidiaries (the "Company") as of October 31, 2000 and the related consolidated
statements of operations,  stockholders' equity and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free from 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,  such consolidated  financial  statements present fairly, in all
material  respects,  the consolidated  financial  position of Navtech,  Inc. and
subsidiaries  as of  October  31,  2000,  and the  results  of its  consolidated
operations  and its cash  flows  for the year then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.


/s/ Deloitte & Touche LLP
Chartered Accountants
Kitchener, Ontario
December 21, 2000


<PAGE>

                         REPORT OF INDEPENDENT CERIFIED
                               PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Navtech, Inc.


We have audited the accompanying consolidated balance sheet of Navtech, Inc. and
Subsidiaries (the "Company") as of October 31, 1999 and the related consolidated
statements of operations, stockholders' deficit and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Navtech,  Inc.  and  Subsidiaries  as of October  31,  1999,  and the results of
consolidated  operations  and  its  cash  flows  for the  year  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

The financial  statements referred to above have been prepared assuming that the
Company will continue as a going concern. As shown in the financial  statements,
as of October 31,  1999,  the Company has a  deficiency  in working  capital and
stockholders'  equity  of  $1,331,098  and  $1,149,122,  respectively,  and  has
incurred a net loss of  $380,244  for the year ended  October  31,  1999.  These
factors,  among others,  as described in Note 18 to the  consolidated  financial
statements raise  substantial doubt about the Company's ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 18. The consolidated  financial statements do no include any adjustments
that might result from the outcome of this uncertainty.


/s/ Grant Thornton LLP
Melville, New York
December 10, 1999, except for Note 9
     as to which the date is January 14, 2000


<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<S>                                                                                      <C>              <C>
Fiscal Year Ended October 31,                                                               1999              2000
--------------------------------------------------------------------------------------------------------------------
REVENUE
   Service fees                                                                    $   4,648,483     $   5,803,962
   Software license fees                                                                 605,093         1,204,162
--------------------------------------------------------------------------------------------------------------------
   Total revenue                                                                       5,253,576         7,008,124
--------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES
   Cost of services                                                                    3,776,191         4,593,141
   Cost of software license fees                                                         137,454            62,186
   Research and development                                                               95,405           269,132
   Selling, general and administrative                                                 1,114,354         1,491,302
   Provision for (recovery of) bad debt - related party (Note 5)                         316,453          (904,102)
   Amortization of goodwill                                                                3,215            11,200
--------------------------------------------------------------------------------------------------------------------
   Total costs and expenses                                                            5,443,072         5,522,859
--------------------------------------------------------------------------------------------------------------------
Income (loss) from operations                                                           (189,496)        1,485,265
--------------------------------------------------------------------------------------------------------------------
Other income (expense)
   Interest expense                                                                     (350,292)         (251,266)
   Interest revenue                                                                      104,347            64,042
--------------------------------------------------------------------------------------------------------------------
                                                                                        (245,945)         (187,224)
--------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                                                       (435,441)        1,298,041
Income taxes (Note 13)                                                                   (55,197)          193,787
--------------------------------------------------------------------------------------------------------------------
Net earnings (loss)                                                                $    (380,244)    $   1,104,254
--------------------------------------------------------------------------------------------------------------------
Net earnings (loss) per share (Note 12)
   Basic                                                                           $       (0.19)    $        0.43
   Diluted                                                                         $       (0.19)    $        0.35
--------------------------------------------------------------------------------------------------------------------

See Notes to the Consolidated Financial Statements

<PAGE>

CONSOLIDATED BALANCE SHEETS

October 31,                                                                                  1999              2000
--------------------------------------------------------------------------------- ---------------- -----------------
ASSETS
Current Assets
   Cash and cash equivalents                                                         $      4,504     $    371,639
   Accounts receivable (net of allowance for bad debts
     of $122,370; 1999 - $189,329)                                                        853,876          904,336
   Prepaid expenses and other                                                              23,786           79,681
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                          882,166        1,355,656
--------------------------------------------------------------------------------- ---------------- -----------------
Investment Tax Credits Receivable (Note 3)                                                314,603          100,238
Capital Assets (Note 4)                                                                   340,488          663,802
Due From Related Party (Note 5)                                                           318,760           36,809
Goodwill (net of accumulated amortization of $21,362; 1999 - $10,162)                     120,838          109,638
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                     $  1,976,855     $  2,266,143
--------------------------------------------------------------------------------- ---------------- -----------------

LIABILITIES
Current Liabilities
   Accounts payable and accrued liabilities                                          $  1,286,923     $    732,488
   Note payable - factoring                                                               191,016                -
   Income taxes payable                                                                         -          184,209
   Due to related parties - current portion (Note 6)                                      265,696          133,971
   Long-term debt - current portion (Note 7)                                              128,672          173,626
   Obligations under capital lease - current portion (Note 7)                                   -            2,525
   Deferred lease inducements - current portion (Note 8)                                   14,764           14,196
   Deferred revenue                                                                       326,193                -
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        2,213,264        1,241,015
--------------------------------------------------------------------------------- ---------------- -----------------
Due To Related Parties (Note 6)                                                           533,843          310,790
Long-Term Debt (Note 7)                                                                    47,043          175,578
Obligations Under Capital Lease (Note 7)                                                        -            5,801
Deferred Lease Inducements (Note 8)                                                        88,584           70,980
Minority Interest                                                                         243,243                -
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        3,125,977        1,804,164
--------------------------------------------------------------------------------- ---------------- -----------------
Commitments And Contingencies (Note 14)

STOCKHOLDERS' EQUITY (DEFICIENCY)
Share capital (Note 9)                                                                      2,002            3,917
Treasury stock (Note 9)                                                                         -         (942,686)
Additional paid-in capital                                                              1,680,445        3,133,472
Accumulated other comprehensive income                                                     51,175           45,766
Deficit                                                                                (2,882,744)      (1,778,490)
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                       (1,149,122)         461,979
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                     $  1,976,855     $  2,266,143
--------------------------------------------------------------------------------- ---------------- -----------------
See Notes to the Consolidated Financial Statements
</TABLE>

<PAGE>


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<S>                              <C>      <C>         <C>         <C>             <C>        <C>      <C>            <C>

                                                                      Accumulated                          Total
                                                         Additional     Other                            Stockholders'    Total
                                    Share  Capital       Paid-In     Comprehensive  Treasury               Equity/    Comprehensive
                                   Shares    Amount      Capital     Income (Loss)   Stock     Deficit  (Deficiency)  Income (Loss)
------------------------------------------------------------------------------------------------------------------------------------
Balances, November 1, 1998          2,001,980 $  2,002    $1,680,445     $57,450      $-    $(2,502,500)  $(762,603)
Translation adjustments                                                   (6,275)                            (6,275)       $ (6,275)
Net loss                                                                                       (380,244)   (380,244)       (380,244)
------------------------------------------------------------------------------------------------------------------------------------
Balances, October 31, 1999          2,001,980    2,002     1,680,445      51,175      $-     (2,882,744) (1,149,122)     $ (386,519)
------------------------------------------------------------------------------------------------------------------------------------
Issuance of shares (Note 9)         1,353,543    1,353     1,244,825                                      1,246,178
Stock options exercised               370,000      370       132,593                                        132,963
Issuance of shares on Navtech
  B exchange  (Note 9)                192,000      192       236,697                                        236,889
Treasury shares (Note 9)                                    (161,088)              (942,686)             (1,103,774)
Translation adjustments                                                   (5,409)                            (5,409)         (5,409)
Net earnings                                                                                   1,104,254  1,104,254        1,104,254
------------------------------------------------------------------------------------------------------------------------------------
Balances, October 31, 2000          3,917,523   $3,917    $3,133,472    $ 45,766  $(942,686) $(1,778,490) $ 461,979      $1,098,845
------------------------------------------------------------------------------------------------------------------------------------
See Notes to the Consolidated Financial Statements
</TABLE>

<PAGE>

<TABLE>
<S>                                                                              <C>            <C>
CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year Ending October 31,                                                               1999              2000
--------------------------------------------------------------------------------- ---------------- -----------------
OPERATING ACTIVITIES
Net earnings (loss)                                                                  $   (380,244)    $  1,104,254
Adjustments to reconcile net earnings (loss) to net
   cash provided by operating activities:
   Depreciation                                                                            83,905          112,860
   Amortization of goodwill                                                                 3,215           11,200
   Provision for uncollectible accounts                                                    59,423          (61,976)
   Recovery of bad debt - former parent company                                                 -         (904,102)
   Loss on sale of assets                                                                       -            1,218
   Deferred lease inducements                                                             (14,521)         (14,741)
Changes in operating assets and liabilities:
   Accounts receivable                                                                   (246,489)         (18,105)
   Prepaid expenses and other                                                               9,174          (58,640)
   Investment tax credits receivable                                                      143,065          212,841
   Accounts payable, accrued liabilities and other liabilities                            183,407         (709,079)
   Deferred revenue                                                                       320,809         (325,694)
   Note payable - factoring                                                               191,016                -
   Income taxes payable                                                                         -          193,787
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                          352,760         (456,177)
--------------------------------------------------------------------------------- ---------------- -----------------
INVESTING ACTIVITIES
Acquisition of Navtech-UK, net                                                           (103,166)               -
Proceeds on sale of capital assets                                                              -              500
Advances to former parent company, net                                                    (51,600)         (68,858)
Purchase of capital assets                                                                (76,910)        (307,500)
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                         (231,676)        (375,858)
--------------------------------------------------------------------------------- ---------------- -----------------
FINANCING ACTIVITIES
Repayment of cash overdraft                                                              (136,858)               -
Restricted cash                                                                            50,000                -
Proceeds from (repayment of) bank loan, net                                               (41,055)          53,733
Repayment of loans                                                                       (168,819)         (94,800)
Repayment of notes                                                                        (76,915)        (247,285)
Proceeds from loans                                                                       252,830          227,720
Issuance of common shares                                                                       -        1,267,939
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                         (120,817)       1,207,307
--------------------------------------------------------------------------------- ---------------- -----------------
EFFECT OF FOREIGN EXCHANGE RATES ON CASH                                                    4,237           (8,137)
Net cash flow                                                                               4,504          367,135
Cash and cash equivalents, beginning of year                                                    -            4,504
--------------------------------------------------------------------------------- ---------------- -----------------
Cash and cash equivalents, end of year                                               $      4,504     $    371,639
--------------------------------------------------------------------------------- ---------------- -----------------
Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                            $    320,000     $    231,500
   Cash paid during the year for income taxes                                        $          -     $          -
--------------------------------------------------------------------------------- ---------------- -----------------
See Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.       DESCRIPTION OF THE BUSINESS

The Company is engaged in the  business  of (1)  providing  computerized  flight
planning services to all segments of the aviation  industry,  but principally to
commercial  airlines and  corporate  aircraft  users and (2) selling  customized
licensed versions of their  proprietary  software to end users mainly throughout
North America, Europe and Asia.

2.       SIGNIFICANT ACCOUNTING POLICIES

A  summary  of  significant  accounting  policies  consistently  applied  in the
preparation of the consolidated financial statements follows:

Basis of presentation

The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned subsidiaries,  Navtech Systems Support Inc.  ("Navtech-Canada")
and Navtech (UK) Limited ("Navtech-UK"). During the year ended October 31, 2000,
Efficient Aviation Systems Inc., a wholly-owned  subsidiary of the Company,  and
Navtech-Canada amalgamated and continued on as Navtech Systems Support Inc.

Foreign currency translation

a)       Translation of foreign subsidiaries' accounts

Assets and liabilities of the Company's foreign subsidiaries are translated from
their  local  currencies  to US  dollars at the  exchange  rate in effect at the
balance sheet date. Revenues and expenditures are translated at the average rate
prevailing  during the year.  The  adjustments  resulting from  translating  the
financial  statements  of foreign  subsidiaries  are  recorded in  comprehensive
income as a separate component of stockholders' equity.

b)       Translation of foreign currency transactions

Transactions  incurred in  currencies  other than the  functional  currency  are
converted to the functional  currency at the transaction  date.  Monetary assets
and liabilities denominated in a currency other than the functional currency are
converted  to the  functional  currency at the  exchange  rate in effect at each
period end. All foreign currency transaction gains and losses have been included
in earnings.

Capital assets

Capital assets are recorded at cost.  Depreciation of capital assets is recorded
at the following rates:

 Purchased computer software  2.5-5 years    Declining balance and straight line
 Computer equipment           3-5 years      Declining balance and straight line
 Furniture and fixtures       5-10 years     Declining balance and straight line
 Office furniture
    under capital lease       5 years        Declining balance
 Office equipment             5 years        Declining balance and straight line
 Leasehold improvements       Term of lease  Straight line

Goodwill

Goodwill  is  recorded at cost.  Amortization  is computed on the  straight-line
method over ten years.

Minority interest

During the year  ended  October  31,  2000,  the  Company  purchased  all of the
outstanding  Class B special shares of Navtech-Canada as more fully described in
Note 9. As a result,  as at October 31,  2000,  there is no  minority  interest.
Asset impairment

The Company reviews the carrying value of intangible and other long-lived assets
at least annually for evidence of impairment.  An impairment  loss is recognized
when the estimate of undiscounted  future cash flows generated by such assets is
less than the carrying  amount.  Measurement of the impairment  loss is based on
the present value of the expected future cash flows.

Income taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting  Standards No. 109,  "Accounting for Income Taxes" ("SFAS 109"). SFAS
109 requires the  determination of deferred tax assets and liabilities  based on
the differences  between the financial  statement and income tax bases of assets
and  liabilities,  using  enacted  tax rates in effect for the year in which the
differences are expected to reverse.  The measurement of a deferred tax asset is
adjusted by a valuation allowance,  if necessary, to recognize tax benefits only
to the extent that, based on available evidence, it is more likely than not that
they will be realized.

Research and development costs

The Company incurs costs related to research and development of its software. To
date, the Company has not capitalized  any development  costs under Statement of
Financial  Accounting  Standards No. 86,  "Accounting  for the Costs of Computer
Software to be Sold, Leased or Otherwise  Marketed" ("SFAS 86"). The Company has
defined the attainment of  technological  feasibility as completion of a working
model.  The costs incurred  between the time of establishment of a working model
and the time when the products are marketable are  insignificant.  Consequently,
costs that are eligible for capitalization are expensed in the period incurred.

Investment tax credits

Investment tax credits are recorded as a reduction of income tax expense.

Revenue recognition

The Company  records  revenues in  accordance  with the  American  Institute  of
Certified Public  Accountants  ("AICPA")  Statement of Position ("SOP") 97-2, as
amended  by SOP 98-4 and SOP  98-9.  The  Company  recognizes  software  license
revenues  upon the  receipt of  customer  acceptance  if no  significant  vendor
obligations remain, the sales contract fee is fixed or determinable, amounts are
due within one year and collection is probable.  Contract sales that do not meet
the above criteria are recorded as deferred revenue.  Third-party costs incurred
by the Company that are directly  related to software license contract sales are
deferred until such time as the related revenues are recognized.

Systems  consulting and  implementation  fees are  recognized  upon rendering of
services.  Custom  programming,  communications and database income, and service
bureau and support  revenue are  recognized  ratably  over  applicable  contract
periods or as  services  are  performed.  Amounts  billed but not yet earned and
payments  received prior to the earnings of the revenue are recorded as deferred
revenue.

Use of estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosure of contingent  assets and liabilities as of the date of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. Actual results could differ from those estimates or assumptions.

Recently issued accounting pronouncement

In December  1999, the  Securities  and Exchange  Commission  (the "SEC") issued
Staff  Accounting  Bulletin  ("SAB")  101,  "Revenue  Recognition  in  Financial
Statements,"  which  summarizes the SEC's views in applying  generally  accepted
accounting  principles  to  revenue  recognition.  Implementation  of SAB 101 is
required  no later  than the  fourth  quarter of fiscal  years  beginning  after
December 15, 1999. In the Company's case this would be the Company's fiscal year
commencing November 1, 2000. The Company has not completed its assessment of the
impact of SAB 101 on its revenue recognition policies.

The Financial  Accounting Standards Board ("FASB") issued Statement of Financial
Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative  Financial
Instruments  and Hedging  Activities,"  in June 1998.  SFAS No. 133  requires an
entity to recognize all derivatives and measure those instruments at fair value.
In June  1999,  the  FASB  issued  SFAS  No.  137,  "Accounting  for  Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133." In June 2000, the FASB issued SFAS No. 138,  "Accounting for
Certain Derivative  Instruments and Certain Hedging Activities," an amendment of
SFAS No. 133. Based on the revised  effective  date, the Company will adopt SFAS
No. 133, as amended by SFAS No. 138, on November 1, 2000.  The Company  does not
expect the  initial  adoption  of SFAS No. 133 to have a material  effect on its
operations or financial position.

In March 2000, the FASB issued FASB  Interpretation  No. ("FIN") 44, "Accounting
for Certain Transactions Involving Stock Compensation - an Interpretation of APB
Opinion  No.  25." FIN 44  clarifies  the  application  of APB Opinion No. 25 to
certain issues including: the definition of an employee for purposes of applying
APB Opinion No. 25; the criteria for  determining  whether a plan qualifies as a
noncompensatory plan; the accounting consequence of various modifications to the
terms of previously  fixed stock options or award;  and the  accounting  for the
exchange  of stock  compensation  awards in a  business  combination.  FIN 44 is
effective  July  1,  2000,  but  certain  conclusions  in FIN 44 are  applicable
retroactively  to specific  events  occurring  after either December 15, 1999 or
January 12, 2000. The Company has determined  that the application of FIN 44 has
no material impact on the Company's financial position or results of operations.

In September  2000, the FASB issued SFAS No. 140,  "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a Replacement
of FASB  Statement No. 125." SFAS No. 140 revises the  standards for  accounting
for securitizations and other transfers of financial assets and collateral.  The
accounting  standards of SFAS No. 140 are  effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001.  The Company is in the process of  evaluating  the impact,  if any, on its
reported financial  condition or results of operations from the adoption of SFAS
No. 140.


3.       INVESTMENT TAX CREDITS RECEIVABLE

Navtech-Canada  has filed claims for  Investment  Tax Credits for its scientific
research and experimental  development activities for fiscal years ended October
31,  1992  through  October  31,  2000.  Scientific  research  and  experimental
Investment  Tax Credits  ("ITCs") are available to certain  entities  located in
Canada carrying out qualified research and development.  Further, these credits,
since 1995, have been available at both the federal and provincial level.

Claims 1992 - 1995

All of  Navtech-Canada's  claims for the fiscal  years  ended  October  31, 1992
through  October 31, 1995 were subjected to both financial and technical  audits
by  the  Canada  Customs  and  Revenue  Agency  ("CCRA"),  the  Canadian  taxing
authority.  Based on its technical audit,  the CCRA disallowed  certain expenses
related to projects deemed  non-qualifying,  and accordingly,  reduced the final
assessed claim. In November 2000, the CCRA rejected  Navtech-Canada's Notices of
Objection to these assessments.  Navtech-Canada is currently in discussions with
the  District  Chief of Appeals  concerning  their  assessments,  and should the
results  of those  discussions  be  unsatisfactory,  it would need to appeal the
assessments to the Tax Court of Canada. The amounts in dispute  (translated into
US dollars at the appropriate spot rate) are as follows:

                                                                      Year ended
                                                                     October 31,
                                                       1999                2000
--------------------------------------- -------------------- -------------------
Taxation year ended:
   March 31, 1992                           $        26,807      $        25,776
   March 31, 1993                                   101,179               97,288
   March 31, 1994                                    41,087               39,507
   October 31, 1995                                  79,139               76,096
--------------------------------------- -------------------- -------------------
                                                    248,212              238,667
Less: Allowance                                     248,212              238,667
--------------------------------------- -------------------- -------------------
                                            $             -      $             -
--------------------------------------- -------------------- -------------------

At this time, the Company cannot reasonably  determine the likelihood of success
in either its discussions with the District Chief of Appeals or, if required, in
appealing the reductions  resulting from the technical  audits and has therefore
continued to provide an allowance against its ITC receivable.

Claims 1996 - 1997

Navtech-Canada's  1996 and 1997 claims were subjected  only to financial  audits
resulting in only minor variances to the claimed  amounts.  All amounts assessed
have been received by the Company, either through application of refunds to then
existing government liabilities or in the form of cash.

Claims 1998 - 1999

Navtech-Canada's  1998 and 1999 claims were  subjected to  financial  audits and
have not yet been assessed by CCRA.

Claims 2000

During  fiscal  2000,  Navtech-Canada  has  applied  for  ITCs of  approximately
$119,000.  These  investment  tax credits have been used to reduce  income taxes
payable, and accordingly, are not reflected in receivables.

Investment Tax Credits Receivable

Investment tax credits receivable (translated into US dollars at the appropriate
spot rate) consist of the following amounts:
<TABLE>
<S>                                                                         <C>                 <C>
                                                                                                           Year ended
                                                                                                          October 31,
                                                                                             1999                2000
----------------------------------------------------------------------------- -------------------- -------------------
Taxation year ended:
   March 31, 1992 through October 31, 1995 (disputed)                            $       248,212      $       238,667
   March 31, 1992 through October 31, 1995 (assessed)                                     16,825                    -
   October 31, 1996 (assessed)                                                           137,334                    -
   October 31, 1997 (assessed)                                                            56,197                    -
   October 31, 1998 (unassessed)                                                          52,637               50,613
   October 31, 1999 (unassessed)                                                          51,610               49,625
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                         562,815              338,905
Less: Allowance                                                                          248,212              238,667
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                 $       314,603      $       100,238
----------------------------------------------------------------------------- -------------------- -------------------
</TABLE>


<PAGE>


4.       CAPITAL ASSETS

<TABLE>
<S>                                                                         <C>                  <C>
                                                                                                          October 31,
                                                                                             1999                2000
----------------------------------------------------------------------------- -------------------- -------------------
Cost
   Purchased computer software                                                   $       439,071      $       597,905
   Computer equipment                                                                    465,580              564,529
   Furniture and fixtures                                                                 63,224               90,533
   Office furniture under capital lease                                                        -                8,709
   Office equipment                                                                      104,702              155,307
   Leasehold improvements                                                                150,205              203,856
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                       1,222,782            1,620,839
----------------------------------------------------------------------------- -------------------- -------------------
Accumulated depreciation
   Purchased computer software                                                           412,479              420,086
   Computer equipment                                                                    333,641              372,034
   Furniture and fixtures                                                                 39,021               44,193
   Office furniture under capital lease                                                        -                  291
   Office equipment                                                                       45,715               62,822
   Leasehold improvements                                                                 51,438               57,611
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                         882,294              957,037
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                 $       340,488      $       663,802
----------------------------------------------------------------------------- -------------------- -------------------
</TABLE>


5.       DUE FROM RELATED PARTY

Navtech  Applied  Research  Inc.  ("NARI") is the former  parent  company of the
Company and is owned by a  shareholder  and employee of the Company.  On October
23,  2000,  total  amounts due from NARI to both the Company and  Navtech-Canada
amounted to $1,288,724  excluding  allowances taken by  Navtech-Canada  in prior
periods totaling $928,412.  Effective October 23, 2000, the Company entered into
a series of  transactions to reduce the receivable from NARI to both the Company
and Navtech-Canada as follows:

o        Software  assets  with an  estimated  fair  value of  $147,651  for tax
         purposes were  transferred  to the Company in return for a reduction of
         debt.  The  Company  believes  that the  estimated  fair  value for tax
         purposes is equivalent to the  software's  fair market value at October
         23, 2000, the date of the valuation.
o        NARI returned  502,766 shares of the common stock of the Company to the
         Company's  treasury in return for a further reduction of debt (see Note
         9).
o        NARI signed two promissory  notes in the  cumulative  amount of $56,400
         Canadian ($36,809 as at October 31, 2000), payable on or before January
         15,  2001  from the  proceeds  NARI will  receive  from the sale of its
         remaining 150,000 shares of the common stock of the Company. A purchase
         agreement  with a closing  date of January  12, 2001 was signed by both
         NARI and the  third  party  purchaser.  Interest  on the notes has been
         waived until January 15, 2001.
o        As part of the asset transfer and transfer of stock into treasury,  the
         Company  reduced its allowance by $904,102 and recorded this  reduction
         as an addition to other income.

Upon the closing of the purchase  agreement and the payment of the two remaining
promissory notes, there will be no further amounts due from NARI.


<PAGE>


6.       DUE TO RELATED PARTIES

Due to related parties as of October 31, 1999 and 2000 is as follows:
<TABLE>
<S>                                                                       <C>                   <C>
                                                                                                          October 31,
                                                                                             1999                2000
----------------------------------------------------------------------------- -------------------- -------------------
Note payable # 1,  interest at 5%,  payable in monthly  payments                 $         73,659     $        26,747
     of principal  and interest of $5,950  Canadian  through May
     2001,  due  to a  trust  related  to a  shareholder  of the
     Company

Note payable # 2, interest at 18%,  payable in blended weekly  payments  through
     March 2005, due to a company related to
     an officer and director of the Company                                                61,116              56,986

Note payable # 3, non-interest bearing note in the amount of $600,000 payable in
     96 semi-monthly  payments  through  November 2003, due to a shareholder and
     former  chairman  of the  Company.  The note has been  recorded  at its net
     present  value  using a discount  rate of 7.5%.  The Company is required to
     maintain a life insurance policy on the
     lender.                                                                              450,320             361,028

Note payable # 4, due to a company  controlled by an officer and
     director of the Company                                                                1,191                   -

Note  payable # 5, due to a limited  partnership  related  to an
     officer and director of the Company                                                   67,657                   -

Note payable  # 6,  due to a  limited  partnership  related  to an  officer  and
     director of the Company,  convertible  at the  lender's  option into common
     shares at a rate of $0.375 per share  (see Note 9). The note bore  interest
     at 10% per annum and was repayable in 24 blended  monthly  installments  of
     $5,945. The conversion option became exercisable on
     February 1, 2000.                                                                    128,830                   -

Note payable # 7, due to a former director of the Company                                  14,841                   -

Note payable # 8, due to a relative of a shareholder                                        1,925                   -
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                          799,539             444,761
Less: Current portion                                                                     265,696             133,971
----------------------------------------------------------------------------- -------------------- -------------------
Long-term portion                                                                $        533,843     $       310,790
----------------------------------------------------------------------------- -------------------- -------------------

Maturities of related party debt as of October 31, 2000 are as follow:

----------------------------------------------------------------------------- -------------------- -------------------
2001                                                                                                  $       133,971
2002                                                                                                          130,080
2003                                                                                                          152,227
2004                                                                                                           22,295
2005 and thereafter                                                                                             6,188
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                                      $       444,761
----------------------------------------------------------------------------- -------------------- -------------------
</TABLE>


<PAGE>


7.       BANK REVOLVING AND OTHER DEMAND LOANS AND LONG-TERM DEBT

Navtech-Canada  has a revolving  bank demand loan  facility  which  provides for
borrowings of up to $50,000  Canadian which are payable on demand.  These demand
loans bear interest at the bank's prime rate plus 1.25%. At year-end, no amounts
were outstanding under the demand loan facility.

Long-term debt as of October 31, 1999 and 2000 is as follows:

<TABLE>
<S>                                                                         <C>                <C>
                                                                                                          October 31,
                                                                                             1999                2000
----------------------------------------------------------------------------- -------------------- -------------------
Small  business  bank loan  payable # 1,  interest at the bank's                 $         66,094     $        23,414
     prime  rate  plus  1.75%,   payable  in  monthly  principal
     payments of $5,123  Canadian  plus  interest  based on a 48
     month amortization period.

Smallbusiness  bank loan  payable # 2,  interest  at the bank's  prime rate plus
     3.00%,  payable in  monthly  principal  payments  of $4,250  Canadian  plus
     interest based on a 36
     month amortization period.                                                                 -              91,577

Term loan # 1,  interest at 9.18%,  payable in monthly  payments
     of principal and interest of $7,295 through November 2000.                            90,562               7,295

Term loan # 2, interest at 10.5%,  payable in monthly  payments of principal and
     interest of $10,190 through September
     2002.                                                                                      -             211,188

Equipment  note,  payable in monthly  payments of principal  and
     interest of $598 through August 2003.                                                 19,059              15,730
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                          175,715             349,204
Less: Current portion                                                                     128,672             173,626
----------------------------------------------------------------------------- -------------------- -------------------
Long-term portion                                                                $         47,043     $       175,578
----------------------------------------------------------------------------- -------------------- -------------------
</TABLE>

The small  business  bank loans are secured by an assignment of all fixed assets
of  Navtech-Canada  and a  postponement  of any debt owed by  Navtech-Canada  to
Navtech-US in the amount of $50,000  Canadian.  The term loans are secured by an
interest in certain software assets and certain receivables of Navtech-US.

At year-end all loan covenants were being complied with.

As of October 31, 1999, both the Company and Navtech-Canada had factored certain
trade  receivables  with full  recourse if not paid  within 120 days.  Under the
factoring agreements, the Company is required to pay an administration charge of
0.4% on the initial  factored  amount,  a factoring  commission  of 3.2%,  which
covers the first  thirty days of the  advance,  and a daily  charge of 0.108% on
receivables  outstanding  more than thirty days. The factoring  agreements  were
terminated during the year ended October 31, 2000


<PAGE>


Maturities of long-term debt as of October 31, 2000 are as follow:

--------------------------------------- -------------------- -------------------
2001                                                             $       173,626
2002                                                                     145,122
2003                                                                      30,456
2004                                                                           -
2005 and thereafter                                                            -
--------------------------------------- -------------------- -------------------
                                                                 $       349,204
--------------------------------------- -------------------- -------------------

The Company is committed under capital leases for telephone and office equipment
with terms  expiring at various  dates through  2003.  The future  minimum lease
payments  under the lease  agreements  along  with the  present  balance  of the
obligation under the capital leases are as follow:
<TABLE>
<S>                                                                          <C>                <C>
                                                                                                          October 31,
                                                                                             1999                2000
----------------------------------------------------------------------------- -------------------- -------------------
Minimum lease payments for year ended October 31,
   2001                                                                          $             -      $         3,673
   2002                                                                                        -                3,673
   2003                                                                                        -                3,061
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                               -               10,407
Less: Amounts representing interest                                                            -                2,081
----------------------------------------------------------------------------- -------------------- -------------------
Balance of obligation                                                                          -                8,326
Less: Current portion                                                                          -                2,525
----------------------------------------------------------------------------- -------------------- -------------------
Long-term portion                                                                $             -      $         5,801
----------------------------------------------------------------------------- -------------------- -------------------
</TABLE>


8.       DEFERRED LEASE INDUCEMENTS

Navtech-Canada  entered into a lease for its  premises in Waterloo,  Canada that
provided for certain lease  inducements,  including the provision of a leasehold
improvement  allowance  and a period of free rent.  The Company has deferred the
recognition  of these  inducements  and is amortizing the  inducements  over the
initial term of the lease set to expire  October 2006.  Annual  amortization  is
charged against rent expense.  Deferred lease inducements as of October 31, 1999
and 2000 are as follow:
<TABLE>
<S>                                                                        <C>                  <C>

                                                                                                          October 31,
                                                                                             1999                2000
----------------------------------------------------------------------------- -------------------- -------------------
Deferred lease inducements                                                       $       147,642      $       141,964
Less: Accumulated amortization                                                            44,294               56,788
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                         103,348               85,176
Less: Current portion                                                                     14,764               14,196
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                 $        88,584      $        70,980
----------------------------------------------------------------------------- -------------------- -------------------
</TABLE>


<PAGE>


9.       SHARE CAPITAL

The  authorized  share  capital of the  Company  consists of  10,000,000  common
shares,  par value $0.001,  and 2,000,000  preferred shares, par value $0.10. At
October 31, 2000, there were 3,917,520 common shares issued and fully paid (1999
- 2,001,980) and no preferred shares issued.

Year ended October 31, 2000

On January 12, 2000, the Company issued 25,000 common shares in settlement of an
account payable in the amount of $9,375.

On January 14,  2000,  the  Company's  stockholders  approved  the change of the
Company's name to Navtech,  Inc. and to increase the number of authorized common
shares to 10,000,000.

On March 16, 2000, the Company issued 150,000 common shares upon the exercise of
options for proceeds of $93,750.

On March  31,  2000,  the  Company  issued  500,000  common  shares in a private
offering at a price of $1.00 for total proceeds of $500,000. In conjunction with
this  offering,  the Company  also issued  warrants  for the purchase of 125,000
common  shares at an exercise  price of $1.875 per share which  expire March 31,
2005.

On August 9, 2000, the Company issued 200,000 common shares upon the exercise of
options for proceeds of $125,000.

On August 22, 2000, the Company issued 10,000 common shares upon the exercise of
options for proceeds of $2,813.

On October 4, 2000, the Company issued 10,000 common shares upon the exercise of
options for proceeds of $5,000.

On October 27, 2000, the Company  issued 192,000 common shares,  valued at $1.29
per share, for all of the outstanding  Class B special shares of  Navtech-Canada
under a private  offering  memorandum.  In addition,  the Company  issued 32,000
common shares as part of the private offering for proceeds of $32,000.

On October 30,  2000,  the Company  issued  500,000  common  shares in a private
offering at a price of $1.00 for total proceeds of $500,000.

On  October  31,  2000,  the  Company  issued  296,543  common  shares  upon the
conversion of a convertible debt.

Year ended October 31, 1999

There were no share issuances in fiscal 1999.

Treasury Stock

On October 23, 2000,  Navtech Applied Research Inc.  surrendered  502,766 common
shares of the Company to the Company with a fair value of $942,686 in return for
a reduction in the debt owed to the Company in the same amount.




<PAGE>


10.      STOCK OPTION PLANS

In 1995,  the Company  adopted the 1995 Key Employees and Advisors  Stock Option
Plan (the "1995 Plan"),  which provides for the granting of  nonqualified  stock
options for the purchase of a maximum,  as amended in 1996, of 700,000 shares of
the Company's  common stock to key employees and advisors of the Company.  Under
the terms of the 1995 Plan,  the  options,  which expire no later that ten years
after grant,  are  exercisable at a price  determined by the Board of Directors,
and become  exercisable in accordance with terms  established at the time of the
grant.

Further,  in 1999,  the Company  adopted  the 1999 Stock  Option Plan (the "1999
Stock Option Plan"),  as approved by the shareholders on January 14, 2000, which
provided for the granting of incentive  stock  options and  non-statutory  stock
options  for the  purchase  of a maximum of  1,500,000  shares of the  Company's
common stock to directors,  employees,  consultants and advisors of the Company.
Under the terms of the 1999 Stock  Option  Plan,  the  options,  which expire no
later than ten years after grant,  are  exercisable  at a price no less than the
fair market  value of the  Company's  common  stock at the date of the grant and
become  exercisable  in  accordance  with terms  established  at the time of the
grant.

A summary of the activity in the Option Plans is set forth below:
<TABLE>
<S>                                               <C>                   <C>                  <C>

                                                                           -------------------- --------------------
                                                                                     Number of     Weighted Average
                                                                                        Shares       Exercise Price
----------------------------------------------------- -------------------- -------------------- --------------------
Balance at October 31, 1998                                                           626,376        $         0.68
     No activity in 1999                                                                    -                  -
----------------------------------------------------- -------------------- -------------------- --------------------
Balance at October 31, 1999                                                           626,376                  0.68
     Granted                                                                        1,376,015                  0.57
     Canceled and expired                                                            (455,376)                 0.69
     Exercised                                                                       (370,000)                 0.61
----------------------------------------------------- -------------------- -------------------- --------------------
Balance at October 31, 2000                                                         1,177,015        $         0.56
----------------------------------------------------- -------------------- -------------------- --------------------
Exercisable at October 31, 1998                                                       626,376
Exercisable at October 31, 1999                                                       626,376
Exercisable at October 31, 2000                                                       420,265
----------------------------------------------------- -------------------- -------------------- --------------------
</TABLE>

The following table summarizes  information  concerning  outstanding  options at
October 31, 2000:

<TABLE>
<S>                    <C>                <C>               <C>                <C>               <C>
                          ------------------ ----------------- ----------------- ------------------ -----------------
Range of Exercise Prices  Number of Options  Weighted Average  Weighted Average  Number of Options  Weighted Average
                                                Remaining
                                Outstanding  Contractual Life    Exercise Price        Exercisable    Exercise Price
------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
$0.28125                           552,000          4.24            $      0.28            20,000        $      0.28
                                                   years
$0.375 - $0.75                     384,015          4.59            $      0.58           369,015        $      0.57
                                                   years
$1.125 - $1.1875                   241,000          4.78            $      1.16            31,250        $      1.19
                                                   years
------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
                                 1,177,015                                                420,265
------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
</TABLE>

The Company's  subsidiary,  Navtech-Canada,  has outstanding options to purchase
200,000  shares of its common  stock at exercise  prices  ranging  from $0.20 to
$0.50  Canadian  per  share.  This  represents  a  maximum  dilution  of 4.4% of
Navtech-Canada.


<PAGE>

11.      STOCK BASED COMPENSATION

The Company has adopted SFAS No. 123, "Accounting for Stock-Based Compensation."
As permitted under this standard, the Company elected to continue to account for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  in
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees," and related interpretations.  Accordingly,  compensation expense for
stock  options  is  measured  as the  excess,  if any,  of the fair value of the
Company's  stock at the date of grant  over the amount an  employee  must pay to
acquire the stock. Pro forma  information  regarding net income and earnings per
share is  required  by SFAS  123,  and has  been  determined  as if the  Company
accounted  for its employee  stock  options  under the fair value method of that
Statement.  The fair value for these  options was estimated at the date of grant
using a Black-Scholes  option pricing model with the following  weighted average
assumptions:
<TABLE>
<S>                                                                                          <C>
                                                                                           Year ended October 31,
                                                                                                            2000
--------------------------------------------------------------------------------------------------------------------
Volatility factor of expected market price of the Company's stock                                            212%
Dividend yield                                                                                                 0%
Risk-free rate                                                                                                 6%
Weighted average expected life of stock options (years)                                                    3.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>

SFAS 123 requires  that, for the pro forma  disclosure,  the  compensation  cost
based on the fair values of the options at the grant date be amortized  over the
vesting period. If compensation cost for stock options had been determined based
on the fair value at the grant dates  consistent  with the method  described  by
SFAS 123,  the  Company's  net  earnings  and earnings per share would have been
adjusted to the pro forma amounts indicated below.

<TABLE>
<S>                                                                                          <C>
                                                                                               Year ended October 31,
                                                                                                            2000
--------------------------------------------------------------------------------------------------------------------
Net earnings
   As per reported                                                                                 $   1,104,254
   Pro forma                                                                                       $     775,185
Earnings per share, basic
   As per reported                                                                                 $       0.43
   Pro forma                                                                                       $       0.30
Earnings per share, diluted
   As per reported                                                                                 $       0.35
   Pro forma                                                                                       $       0.25
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The weighted  average grant date fair value for stock options granted during the
fiscal year ended October 31, 2000 was $0.53.




<PAGE>


12.      EARNINGS PER SHARE

Basic and diluted earnings per share are calculated as follows:
<TABLE>
<S>                                                                         <C>               <C>
                                                                                                 Year ended October
                                                                                                                31,
                                                                                          1999              2000
--------------------------------------------------------------------------------------------------------------------
Numerator:
   Net earnings (loss) (A)                                                       $    (380,244)    $   1,104,254
--------------------------------------------------------------------------------------------------------------------

Denominator:
   Denominator for basic earnings (loss) per share - weighted average
     number of common shares outstanding (B)                                         2,001,980         2,552,628
   Effect of dilutive securities:
     Employee stock options                                                                  -           582,178
--------------------------------------------------------------------------------------------------------------------
   Denominator for diluted earnings (loss) per share - adjusted weighted
     average number of common shares outstanding (C)                                 2,001,980         3,134,806
--------------------------------------------------------------------------------------------------------------------

Earnings (loss) per share - basic (A)/(B)                                        $       (0.19)    $        0.43
--------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share - diluted (A)/(C)                                      $       (0.19)    $        0.35
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Dilutive  securities  consist of employee  stock options and warrants.  Specific
employee   stock   options  and   warrants  are  excluded  if  their  effect  is
antidilutive.


13.      INCOME TAXES

The components of the provision for income taxes are as follows:

                                                          Year ended October 31,
                                                        1999                2000
--------------------------------------------------------------------------------
Current:
   United States                               $           -       $           -
   Canada                                            (50,807)            193,787
   United Kingdom                                     (4,390)                  -
--------------------------------------------------------------------------------
                                                     (55,197)            193,787
--------------------------------------------------------------------------------
Deferred:
   United States                                           -                   -
   Canada                                                  -                   -
   United Kingdom                                          -                   -
--------------------------------------------------------------------------------
                                                           -                   -
--------------------------------------------------------------------------------
                                               $     (55,197)      $     193,787
--------------------------------------------------------------------------------




<PAGE>


The components of the net deferred tax asset (liability) are as follows:

<TABLE>
<S>                                                                          <C>                     <C>
                                                                                                        October 31,
                                                                                            1999              2000
--------------------------------------------------------------------------------------------------------------------
Deferred income tax assets
   Net operating losses carried forward                                            $     413,000     $     530,000
   Deferred salaries and other compensation                                              380,000           258,000
   Allowance for doubtful accounts                                                       456,000            32,000
   Other                                                                                 156,000                 -
--------------------------------------------------------------------------------------------------------------------
                                                                                       1,405,000           820,000
--------------------------------------------------------------------------------------------------------------------
Deferred income tax liabilities
   License fees receivable                                                                35,000                 -
   Investment tax credits                                                                122,000             2,000
   Depreciation                                                                           26,000            93,000
--------------------------------------------------------------------------------------------------------------------
                                                                                         183,000            95,000
--------------------------------------------------------------------------------------------------------------------
   Net deferred tax asset                                                              1,222,000           725,000
   Less: Valuation allowance                                                           1,222,000           725,000
--------------------------------------------------------------------------------------------------------------------
Deferred tax asset, net of valuation allowance                                     $           -     $           -
--------------------------------------------------------------------------------------------------------------------
</TABLE>


The  provision  for income  taxes  varies  from the  expected  provision  at the
statutory rates for the following reasons:
<TABLE>
<S>                                                                      <C>                  <C>
                                                                                                  Year ended October
                                                                                                                 31,
                                                                                       1999                    2000
---------------------------------------------------------------------------------------------------------------------
Combined basic statutory rate:                                                          40%                   40%
---------------------------------------------------------------------------------------------------------------------
Provision for (recovery of) income taxes based on the basic statutory rate    $    (174,176)      $       519,000
Increase (decrease) in income taxes resulting from the following:
   Effects of differing statutory rates in other countries                                -                53,000
   Non-deductible expenses                                                            3,000                13,000
   Non-recognition of losses carried forward                                        115,979                69,797
   Investment tax credits applied to reduce taxes payable                                 -              (115,000)
   Reversal of related party debt allowance not previously deducted for
    tax                                                                                   -              (346,000)
---------------------------------------------------------------------------------------------------------------------
                                                                              $     (55,197)      $       193,797
---------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


The Company and its subsidiaries have combined income tax loss  carryforwards of
approximately $1,326,000 which expire as follow:
<TABLE>
<S>                         <C>                   <C>                   <C>                  <C>
Expiry Year                                 Canada         United States       United Kingdom                 Total
------------------------------ -------------------- --------------------- -------------------- ---------------------
2011                              $             -     $        157,000       $             -     $         157,000
2017                                            -              381,000                     -               381,000
2018                                            -              318,000                     -               318,000
2019                                            -              228,000                     -               228,000
2020                                            -              242,000                     -               242,000
------------------------------ -------------------- --------------------- -------------------- ---------------------
                                  $             -     $      1,326,000       $             -     $       1,326,000
------------------------------ -------------------- --------------------- -------------------- ---------------------
</TABLE>

No  recognition  has been  given to the  potential  benefit  of this  item  when
preparing these financial statements.


14.      COMMITMENTS AND CONTINGENCIES

Commitments

The Company is  committed  under  non-cancelable  operating  leases for business
premises and computer  equipment  with terms  expiring at various  dates through
2006.  The  Company  also  leases  certain  computer  equipment  from a  company
controlled  by the spouse of an officer and director of the Company  pursuant to
an agreement  which expires in fiscal 2004. The future minimum  amounts  payable
under the lease agreements are as follows:

--------------------------------------- -------------------- -------------------
2001                                                             $       322,174
2002                                                                     198,931
2003                                                                     187,637
2004                                                                     163,461
2005 and thereafter                                                      299,245
--------------------------------------- -------------------- -------------------
                                                                 $     1,171,448
--------------------------------------- -------------------- -------------------


Contingencies

On September 13, 1999, the Company  received a demand from the attorneys for the
Chapter 11  Creditors  Committee  of Southern  Air  Transport,  Inc. for alleged
preferential  payments of $88,850 made to  Navtech-Canada  within 90 days of the
filing of the bankruptcy  petition of the Debtor in the United States Bankruptcy
Court for the  Southern  District of Ohio on October 1, 1998.  The Company is of
the view that the payments received were for  contemporaneous  consideration and
were therefore not  preferential  payments.  The Company has further  determined
that the matter is still under  review and no  adversary  proceedings  have been
launched as of December 15, 2000. At this time no  determination of the eventual
outcome of potential loss has been made.

The  Company  is  subject  to  various  other  legal  proceedings,   claims  and
liabilities,  which arise in the ordinary course of its business. In the opinion
of  management,  the  amount of any  ultimate  liability  with  respect to these
actions will not have a material  adverse  effect on the Company's  consolidated
results of operations, cash flow or financial position.




<PAGE>


15.      FINANCIAL INSTRUMENTS

Financial  instruments  are  comprised  of  cash  and  cash  equivalents,   bank
indebtedness, accounts receivable, accounts payable and accrued liabilities.

Fair value of financial instruments

At  October  31,  1999  and  2000,  the  estimated  fair  value of cash and cash
equivalents,  accounts receivable,  accounts payable and accrued liabilities and
bank  indebtedness was equal to the book value given the short-term  maturity of
the items.

Foreign exchange risk

Foreign  exchange risk is the risk that exchange rates will affect the Company's
operating  results.  The  Company is exposed  to foreign  exchange  risk in that
approximately 69% of the Company's sales contracts are denominated in US Dollars
while  approximately  69% of  the  Company's  expenditures  are  denominated  in
currencies  other than US Dollars.  The  Company is exposed to foreign  exchange
risk with  respect to net  financial  liabilities  totaling  $91,497,  which are
denominated in currencies other than US Dollars.

Credit risk

The Company is exposed to credit risk through cash and accounts receivable.  The
Company holds its cash positions with reputable financial institutions. Accounts
receivable  credit risk is mitigated by the Company's  large  customer  base, as
well as the use of export receivable insurance by Navtech-Canada,  the source of
a substantial amount of the Company's revenue billings.


16.      SEGMENTED INFORMATION

The Company operates in three geographic segments which are set out below:
<TABLE>
<S>                       <C>                <C>               <C>               <C>              <C>
Year ended October 31, 2000    United States            Canada   Europe and Other     Inter-segment      Consolidated
                                                                                       adjustments
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
Revenue                       $   1,994,850      $ 4,296,863       $   716,411        $         -       $ 7,008,124
Costs and expenses (other
   than depreciation and
   amortization)                  1,705,144        2,966,974           726,681                  -         5,398,799
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
                                    289,706        1,329,889           (10,270)                 -         1,609,325
Depreciation                         29,529           71,901            11,430                  -           112,860
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
Segment income (loss)               260,177        1,257,988           (21,700)                 -         1,496,465
--------------------------- ----------------- ----------------- ------------------ -----------------
Amortization of goodwill                                                                                     11,200
                                                                                                     -----------------
Income from operations                                                                                    1,485,265
Interest expense                                                                                           (251,266)
Interest revenue                                                                                             64,042
                                                                                                     -----------------
Net earnings before taxes                                                                                 1,298,041
Income taxes                                                                                                193,787
                                                                                                     -----------------
Net earnings                                                                                            $ 1,104,254
                                                                                                     -----------------
Total assets                  $   2,433,666      $ 2,004,811       $   277,997        $(2,450,331)      $ 2,266,143
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
Capital expenditures          $     480,888      $   204,384       $    19,879        $  (250,000)      $   455,151
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------


Year ended October 31, 1999    United States            Canada   Europe and Other     Inter-segment      Consolidated
                                                                                       adjustments
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
Revenue                       $   2,065,629      $ 3,148,497       $    39,450        $         -       $ 5,253,576
Costs and expenses (other
   than depreciation and
   amortization)                  2,070,847        3,225,258            59,847                  -         5,355,952
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
                                     (5,218)         (76,761)          (20,397)                 -          (102,376)
Depreciation                         24,806           58,289               810                  -            83,905
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
Segment loss                        (30,024)        (135,050)          (21,207)                 -          (186,281)
--------------------------- ----------------- ----------------- ------------------ -----------------
Amortization of goodwill                                                                                      3,215
                                                                                                     -----------------
Loss from operations                                                                                       (189,496)
Interest expense                                                                                           (350,292)
Interest revenue                                                                                            104,347
                                                                                                     -----------------
Net loss before taxes                                                                                      (435,441)
Income taxes                                                                                                (55,197)
                                                                                                     -----------------
Net loss                                                                                                $  (380,244)
                                                                                                     -----------------
Total assets                  $   1,616,561      $ 1,414,770       $   259,944        $(1,314,420)      $ 1,976,855
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------
Capital expenditures          $      29,705      $    45,565       $     1,640        $         -       $    76,910
--------------------------- ----------------- ----------------- ------------------ ----------------- -----------------


</TABLE>



<PAGE>


17.      COMPARATIVE FIGURES

Certain  accounts for the comparative  period have been  reclassified to conform
with the presentation adopted in the current year.


18.      LIQUIDITY AND CAPITAL RESOURCES AS OF OCTOBER 31, 1999

The consolidated  financial  statements for the year ended October 31, 1999 were
prepared  assuming that the Company would continue as a going concern.  However,
as of October 31,  1999,  the Company had a  deficiency  in working  capital and
stockholders' equity of $1,331,098 and $1,149,122,  respectively, and incurred a
net  loss of  $380,244  for  the  year  ended  October  31,  1999.  This  raised
substantial  doubt about the Company's  ability to continue as a going  concern.
The consolidated  financial  statements did not include any adjustments that may
have resulted should the Company have been unable to continue business.

The Company and its senior management group were focused on three specific areas
to address  both the  strategic  direction  required  and the daily  operational
issues to  position  the  Company  for  profitability.  First,  the  Company was
continuing to increase its marketing endeavors to obtain new customers and would
be  introducing  a number  of  complementary  products  to  address  marketplace
demands.  Second,  the Company believed it was building an effective  management
structure. Third, the Company continued its pursuit of financing.

As at October 31, 1999,  the Company's  operation was dependent upon its ability
to obtain  new  customers,  to  maintain  profitable  levels of  service  and to
maintain existing financial arrangements or obtain new financing.  There were no
assurances  at that time that  sufficient  cash flows would be  generated by the
Company to avoid the further  depletion  of its working  capital.  Additionally,
there were no assurances at that time that additional  debt or equity  financing
would be available,  if and when needed,  or that if available,  such  financing
could be completed on commercially favorable terms.  Furthermore,  there were no
assurances the above plans would enable the Company to continue in existence.

As at October 31, 2000, the Company had no deficiency in either working  capital
or stockholders' equity.



SIGNATURES

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

Dated:  January 4, 2001                 NAVTECH, INC.


                                          By:/s/ Duncan Macdonald
                                             ------------------------------
                                             Duncan Macdonald,
                                             Chairman of the Board of Directors


         In accordance with 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 indicated.

<TABLE>
<S>                             <C>
         Signatures                 Capacity                                    Date

                                    Chairman of the Board,
/s/ Duncan Macdonald                Chief Executive Officer and Director        January 4, 2001
---------------------------         (Principal Executive Officer)
Duncan Macdonald

/s/ Denis L. Metherell              Secretary and Director                      January 4, 2001
---------------------------
Denis L. Metherell

/s/ Thomas D. Beynon                Director                                    January 4, 2001
---------------------------
Thomas D. Beynon

/s/ Prashant Gupta                  Director                                    January 4, 2001
---------------------------
Prashant Gupta

/s/ Martin Hamrogue                 Director                                    January 4, 2001
---------------------------
Martin Hamrogue

/s/ James McGinty                   Director                                    January 4, 2001
---------------------------
James McGinty

/s/ David Strucke                   Chief Financial Officer                     January 4, 2001
---------------------------
David Strucke                       (Principal Financial Officer and
                                    Principal Accounting Officer)
</TABLE>


<PAGE>

EXHIBIT 10(K)


                                 PROMISSORY NOTE

CDN$50,000                                                     September 1, 2000

         FOR  VALUE  RECEIVED,   NAVTECH  APPLIED   RESEARCH  INC.,  an  Ontario
corporation (the "Maker"),  with its principal place of business at 175 Columbia
Street West, Waterloo,  Ontario,  Canada, promises to pay on demand to the order
of NAVTECH SYSTEMS SUPPORT INC., an Ontario corporation (the "Payee"),  with its
principal  place of business at 175  Columbia  Street West,  Waterloo,  Ontario,
Canada,  or at such  other  place as the  holder  hereof  may from  time to time
designate in writing,  the  principal  sum of FIFTY  THOUSAND  CANADIAN  DOLLARS
(CDN$50,000).  The principal sum bears no interest until October 31, 2000. On or
after  October 31, 2000 the  principal  sum shall bear interest at a rate of 10%
per annum, calculated and compounded monthly. Interest shall be calculated based
on a year of 360 days.  The Maker hereby  agrees to attempt to sell a sufficient
number of shares of the common stock of Navtech, Inc. held by the Maker in order
to satisfy (a) amounts owing by the Maker to its  creditors  (with the exception
of any amounts owing to Navtech, Inc. and Navtech Systems Support, Inc.) and (b)
this note.  This note will be payable in full upon the completion of the sale of
the last of the  shares  deemed by the Maker to be  sufficient  to  satisfy  the
aforementioned creditors claims and this note.

         This Note may not be waived,  changed,  modified or discharged  orally,
but  only  by an  agreement  in  writing,  signed  by  the  party  against  whom
enforcement of any waiver, change, modification or discharge is sought.

         Should this Note be placed in the hands of any attorneys for collection
upon the occurrence of an Event of Default, the Maker agrees to pay, in addition
to all other  amounts  due and  payable  hereunder,  all costs and  expenses  of
collection, including reasonable attorneys' fees.

         Except as provided for above, the Maker expressly  waives  presentment,
demand, protest, notice of dishonor,  notice of maturity, notice of protest, and
diligence in collection.

         Any notice,  demand or request  relating to any matter set forth herein
shall be in writing and shall be deemed  effective when hand delivered,  or four
(4) days  following the date mailed by overnight  mail or nationally  recognized
overnight  courier  to the  Maker or the  Payee  at its  address  stated  herein
(provided confirmation of receipt is obtained) or at such other address of which
it or he shall  have  notified  the  party  giving  such  notice in  writing  as
aforesaid.

         This Note may be prepaid in whole or in part without premium or penalty
and without notice.

         For the  purposes  of the  Interest  Act  (Canada)  a rate of  interest
calculated  on a 360 day year  expressed as an annual rate is  equivalent to the
rate so  calculated  multiplied  by the  actual  number of days in the  relevant
calendar year and divided by 360. The Maker  acknowledges  that interest on this
Promissory  Note is  calculated on the basis of a year of 360 days and that this
results in more interest  owing than if calculated on the basis of a year of 365
or 366 days.

         This Note  shall be  governed  by, and  interpreted  and  construed  in
accordance  with, the laws of the Province of Ontario,  excluding  choice of law
principles thereof.

         IN WITNESS WHEREOF, the Maker has duly executed this Promissory Note as
of the day and year first above written.


NAVTECH APPLIED RESEARCH INC.

/s/ Dorothy English
Per:
Dorothy English
Sole Director & Treasurer

ADDRESS:
#902 140 Lincoln Road
Waterloo, Ontario N2J 4N4


<PAGE>


                                  AMENDMENT TO

                         PROMISSORY NOTE FOR CDN$50,000

                                    BETWEEN:

                   NAVTECH APPLIED RESEARCH INC. (the "Maker")

                                       AND

                   NAVTECH SYSTEMS SUPPORT INC. (the "Payee")


                                October 31, 2000

WHEREAS the Maker and the Payee had entered into a certain Promissory Note on
September  1, 2000 (the  "Promissory  Note")  whereby the Maker agreed to pay on
demand to the Payee a sum of CDN$50,000.

NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the mutual
covenants and  agreements  hereinafter  set forth,  the parties  hereby agree as
follows:

                  The  interest  free  period  that was in effect to October 31,
                  2000  shall be  extended  to  January  15,  2001.  On or after
                  January 15, 2001 the  principal  sum shall bear  interest at a
                  rate of 10% per annum as per the original Promissory Note.


         IN WITNESS  WHEREOF,  the Payee and the Maker have duly  executed  this
Amendment to the Promissory Note as of the day and year first above written.


NAVTECH APPLIED RESEARCH INC.

/s/ Dorothy English
Per:
Dorothy English
Sole Director & Treasurer



NAVTECH SYSTEMS SUPPORT INC.

/s/ David Strucke
Per:
David Strucke
Chief Financial Officer


<PAGE>


EXHIBIT 10(L)


                                 PROMISSORY NOTE

CDN$6,400                                                       October 23, 2000

         FOR  VALUE  RECEIVED,   NAVTECH  APPLIED   RESEARCH  INC.,  an  Ontario
corporation (the "Maker"),  with its principal place of business at 175 Columbia
Street West, Waterloo,  Ontario,  Canada, promises to pay on demand to the order
of NAVTECH SYSTEMS SUPPORT INC., an Ontario corporation (the "Payee"),  with its
principal  place of business at 175  Columbia  Street West,  Waterloo,  Ontario,
Canada,  or at such  other  place as the  holder  hereof  may from  time to time
designate in writing,  the principal  sum of SIX THOUSAND FOUR HUNDRED  CANADIAN
DOLLARS (CDN$6,400). The principal sum bears no interest until January 15, 2001.
On or after  January 15, 2001 the principal sum shall bear interest at a rate of
10% per annum,  calculated and compounded monthly.  Interest shall be calculated
based on a year of 360  days.  The Maker  hereby  agrees  to  attempt  to sell a
sufficient  number of shares of the common  stock of Navtech,  Inc.  held by the
Maker in order to satisfy (a) amounts owing by the Maker to its creditors  (with
the exception of any amounts owing to Navtech, Inc. and Navtech Systems Support,
Inc.) and (b) this note.  This note will be payable in full upon the  completion
of the sale of the last of the shares  deemed by the Maker to be  sufficient  to
satisfy the aforementioned creditors claims and this note.

         This Note may not be waived,  changed,  modified or discharged  orally,
but  only  by an  agreement  in  writing,  signed  by  the  party  against  whom
enforcement of any waiver, change, modification or discharge is sought.

         Should this Note be placed in the hands of any attorneys for collection
upon the occurrence of an Event of Default, the Maker agrees to pay, in addition
to all other  amounts  due and  payable  hereunder,  all costs and  expenses  of
collection, including reasonable attorneys' fees.

         Except as provided for above, the Maker expressly  waives  presentment,
demand, protest, notice of dishonor,  notice of maturity, notice of protest, and
diligence in collection.

         Any notice,  demand or request  relating to any matter set forth herein
shall be in writing and shall be deemed  effective when hand delivered,  or four
(4) days  following the date mailed by overnight  mail or nationally  recognized
overnight  courier  to the  Maker or the  Payee  at its  address  stated  herein
(provided confirmation of receipt is obtained) or at such other address of which
it or he shall  have  notified  the  party  giving  such  notice in  writing  as
aforesaid.

         This Note may be prepaid in whole or in part without premium or penalty
and without notice.

         For the  purposes  of the  Interest  Act  (Canada)  a rate of  interest
calculated  on a 360 day year  expressed as an annual rate is  equivalent to the
rate so  calculated  multiplied  by the  actual  number of days in the  relevant
calendar year and divided by 360. The Maker  acknowledges  that interest on this
Promissory  Note is  calculated on the basis of a year of 360 days and that this
results in more interest  owing than if calculated on the basis of a year of 365
or 366 days.

         This Note  shall be  governed  by, and  interpreted  and  construed  in
accordance  with, the laws of the Province of Ontario,  excluding  choice of law
principles thereof.

         IN WITNESS WHEREOF, the Maker has duly executed this Promissory Note as
of the day and year first above written.


NAVTECH APPLIED RESEARCH INC.

/s/ Dorothy English
Per:
Dorothy English
Sole Director & Treasurer

ADDRESS:
#902 140 Lincoln Road
Waterloo, Ontario N2J 4N4


<PAGE>


EXHIBIT 10(M)


                                 PROMISSORY NOTE

CDN$7,000                                                      November 10, 2000

         FOR  VALUE  RECEIVED,   NAVTECH  APPLIED   RESEARCH  INC.,  an  Ontario
corporation (the "Maker"),  with its principal place of business at 175 Columbia
Street West, Waterloo,  Ontario,  Canada, promises to pay on demand to the order
of NAVTECH SYSTEMS SUPPORT INC., an Ontario corporation (the "Payee"),  with its
principal  place of business at 175  Columbia  Street West,  Waterloo,  Ontario,
Canada,  or at such  other  place as the  holder  hereof  may from  time to time
designate in writing,  the  principal  sum of SEVEN  THOUSAND  CANADIAN  DOLLARS
(CDN$7,000).  The principal sum bears no interest  until January 15, 2001. On or
after  January 15, 2001 the  principal  sum shall bear interest at a rate of 10%
per annum, calculated and compounded monthly. Interest shall be calculated based
on a year of 360 days.  The Maker hereby  agrees to attempt to sell a sufficient
number of shares of the common stock of Navtech, Inc. held by the Maker in order
to satisfy (a) amounts owing by the Maker to its  creditors  (with the exception
of any amounts owing to Navtech, Inc. and Navtech Systems Support, Inc.) and (b)
this note.  This note will be payable in full upon the completion of the sale of
the last of the  shares  deemed by the Maker to be  sufficient  to  satisfy  the
aforementioned creditors claims and this note.

         This Note may not be waived,  changed,  modified or discharged  orally,
but  only  by an  agreement  in  writing,  signed  by  the  party  against  whom
enforcement of any waiver, change, modification or discharge is sought.

         Should this Note be placed in the hands of any attorneys for collection
upon the occurrence of an Event of Default, the Maker agrees to pay, in addition
to all other  amounts  due and  payable  hereunder,  all costs and  expenses  of
collection, including reasonable attorneys' fees.

         Except as provided for above, the Maker expressly  waives  presentment,
demand, protest, notice of dishonor,  notice of maturity, notice of protest, and
diligence in collection.

         Any notice,  demand or request  relating to any matter set forth herein
shall be in writing and shall be deemed  effective when hand delivered,  or four
(4) days  following the date mailed by overnight  mail or nationally  recognized
overnight  courier  to the  Maker or the  Payee  at its  address  stated  herein
(provided confirmation of receipt is obtained) or at such other address of which
it or he shall  have  notified  the  party  giving  such  notice in  writing  as
aforesaid.

         This Note may be prepaid in whole or in part without premium or penalty
and without notice.

         For the  purposes  of the  Interest  Act  (Canada)  a rate of  interest
calculated  on a 360 day year  expressed as an annual rate is  equivalent to the
rate so  calculated  multiplied  by the  actual  number of days in the  relevant
calendar year and divided by 360. The Maker  acknowledges  that interest on this
Promissory  Note is  calculated on the basis of a year of 360 days and that this
results in more interest  owing than if calculated on the basis of a year of 365
or 366 days.

         This Note  shall be  governed  by, and  interpreted  and  construed  in
accordance  with, the laws of the Province of Ontario,  excluding  choice of law
principles thereof.

         IN WITNESS WHEREOF, the Maker has duly executed this Promissory Note as
of the day and year first above written.


NAVTECH APPLIED RESEARCH INC.

/s/ Dorothy English
Per:
Dorothy English
Sole Director & Treasurer

ADDRESS:
#902 140 Lincoln Road
Waterloo, Ontario N2J 4N4


<PAGE>


EXHIBIT 10(N)



                            ASSET PURCHASE AGREEMENT

                                    BETWEEN:

                  Navtech Applied Research Inc., a corporation
                          having its registered office
                            in the City of Waterloo,
                       in the Province of Ontario, Canada

                       (Hereinafter referred to as "NARI")

                                      AND:

                          Navtech, Inc., a corporation
                           having its principal office
                            in the City of Monterey,
                         in the State of California, USA

                     (Hereinafter referred to as "Navtech")


         WHEREAS  NARI owns  certain  Weather  and  NOTAM  System  Software  (as
described in Exhibit A) (hereinafter known as the "Software") and certain assets
last acquired from Global Weather Dynamics, Inc. (collectively with the Software
known as the "Weather Assets"),  which currently are being used by Navtech under
a Licensing Agreement between NARI and Navtech (the "Licensing Agreement");

         AND WHEREAS  NARI is indebted  to Navtech and its  subsidiary,  Navtech
Systems Support Inc., a corporation  having its registered office in the City of
Waterloo,  in the Province of Ontario,  Canada ("NSSI") with respect to both the
purchase of the Weather Assets and other corporate advances;

         AND  WHEREAS NARI wishes to sell, and Navtech  wishes to purchase,  the
Weather Assets;

         AND  WHEREAS  NARI  wishes to  offset  the  purchase  price against its
indebtedness to Navtech and NSSI;

         NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the
mutual covenants and agreements  hereinafter set forth, the parties hereby agree
as follows:




<PAGE>


Article I.        Interpretation

Section 1.01 Recital Correct.  The parties hereto confirm the validity and truth
of the above-noted recitals, which have the same force and effect as if repeated
herein at length.

Section 1.02  Definitions.  In the Agreement and the recitals unless the context
otherwise  requires:
a)   Compuflight  and Navtech  both refer to Navtech,  Inc.,  formerly  known as
     Compuflight, Inc.
b)   Promissory Note #2 refers to that certain  Promissory Note between NARI and
     NSSI in the amount of  $150,000  dated July 15,  1998.  The  principal  and
     accrued interest balance as of September 30, 2000 is $133,893.15;
c)   Promissory Note #3 refers to that certain  Promissory Note between NARI and
     Compuflight,  Inc.  in the amount of  $114,825.29  dated July 2, 1999.  The
     principal  and  accrued  interest  balance  as of  September  30,  2000  is
     $130,208.15;
d)   Unsecured  Advances  refers to  additional  advances that have been made by
     both Navtech and NSSI to NARI and which aggregate approximately $531,646.69
     as at September 30, 2000.
e)   Software  refers to the Weather and NOTAM  System  Software as described in
     Exhibit A;
f)   Software  Licensing  Agreement  refers to that certain  Software  Licensing
     Agreement  between  NARI and  Navtech  dated  August 1, 1998 and  currently
     expiring July 31, 2001;
g)   Weather  Assets include the Software and certain fixed assets last obtained
     from Global Weather Dynamics, Inc.;
h)   Closing means the  completion of the sale to and purchase by Navtech of the
     Weather Assets pursuant to this Agreement; and,
i)   Closing Date shall be October 23, 2000.

Section  1.03  Entire   Agreement.   This   Agreement   represents   the  entire
understanding  of  the  parties  and no  modifications  thereof,  nor  additions
thereto,  will be binding  unless in writing,  having  direct  reference to this
Agreement and executed by all parties.

Section 1.04 Extended Meanings. In this Agreement,  words importing the singular
include  the  plural  and vice  versa and words  importing  gender  include  all
genders.  The word "person"  includes an individual,  partnership,  association,
body corporate, trustee, executor, administrator or legal representative.

Section 1.05 Governing Law. This Agreement  shall in all respects be interpreted
and  construed  in  accordance  with,  and governed by, the laws in force in the
Province of Ontario  without  regard to the rules on conflicts of laws,  and the
Agreement  shall be treated as an Ontario  contract.  The  parties  exclude  the
application  of  the  1980  United  Nations  Convention  on  Contracts  for  the
International Sale of Goods if otherwise applicable.

Article II.  Purchase and Sale

Section 2.01 Agreement to Purchase. On the Closing Date and subject to the terms
and conditions of this  Agreement,  NARI shall sell to Navtech and Navtech shall
purchase  from  NARI,  the  Weather  Assets,  free  and  clear  of all  security
interests, claims and other encumbrances.

Section 2.02 Purchase Price and Allocation.  Subject to the adjustments provided
for  herein,  NARI and  Navtech  agree that the  Purchase  Price for the Weather
Assets is as set out in Section 2.03.

Section 2.03 Purchase  Price.  The Purchase Price of the Weather Assets shall be
$147,651.00,  such amount being reflective,  in the opinion of both parties,  of
the fair market value of the Weather Assets as at the Closing Date.

Section 2.04 Payment of Purchase Price.  The Purchase Price shall be paid by the
cancellation of all amounts due under Promissory Note #2 and Promissory Note #3,
and any remaining balance shall be applied against the Unsecured Advances.

Section  2.05  Transfer  of  Indebtedness.  In order to properly  complete  this
transaction  it  will  be  necessary  for  NSSI  to  transfer  certain  advances
receivable into Navtech's name through the use of intercorporate  accounts. NARI
hereby  agrees  to allow  such  transfers  to take  place and to  undertake  all
necessary actions to assist in effecting these transfers.

Section 2.06 The  transaction  of purchase and sale arising from this  Agreement
shall be completed on the Closing  Date,  at the offices of NARI,  at which time
title to the Weather Assets shall be delivered to Navtech.

Section 2.07 Assumption of Liabilities  and Indemnity.  Navtech shall not assume
and shall not be responsible for any of the liabilities, debts or obligations of
NARI,  whether or not relating to the Weather  Assets,  and NARI shall indemnify
and save Navtech  harmless from all such  liabilities  and any and all costs and
expenses  relating thereto  (including  attorney's  fees).  Without limiting the
generality of the foregoing,  Navtech shall not be responsible for any liability
of NARI as a result of the sale of the Weather  Assets to Navtech and NARI shall
indemnify and save Navtech  harmless from all such  liabilities  and any and all
costs and expenses  relating  thereto  (including  attorney's  fees),  except as
otherwise provided in this Agreement.

Article III. Conditions

Section 3.01 NARI shall,  at or before  Closing,  at its expense,  discharge all
encumbrances  registered  against the title to the Weather Assets.  In the event
NARI is unable to convey clear title without  encumbrances to all of the Weather
Assets on or before the Closing  Date,  Navtech  shall be entitled to  terminate
this Agreement effective immediately.



<PAGE>



Article IV. Closing Arrangements

Section  4.01 Place and Time of Closing.  The Closing  shall take place at 10:00
a.m.  local time on the Closing  Date at the  offices of NARI,  or at such other
time and place as the parties may agree upon.

Section 4.02 Closing  Procedures.  At or before the Closing on the Closing Date,
NARI  and  Navtech  shall  take or  cause to be taken  all  actions,  steps  and
corporate  proceedings necessary or desirable to validly and effectively approve
or authorize the completion of the  transactions  herein provided for, and, upon
fulfillment  of all the  conditions  set out in Article V hereof  which have not
been waived in writing as therein provided, NARI shall deliver to Navtech:

a)   Bills of Sale in  registerable  form whereby title to the Weather Assets is
     conveyed to Navtech free from encumbrances.

b)   An assignment of that certain  Software  License  Agreement  between Global
     Weather  Dynamics,  Inc.  and  NARI  dated  July  15,  1998.  There  are no
     obligations  for either Global Weather  Dynamics,  Inc. nor NARI under this
     Agreement.

c)   An assignment of any warranties, guarantees and indemnities relating to the
     Weather Assets as may be in existence at the Closing Date.

d)   An assignment of such service and  maintenance  agreements  relating to the
     Weather Assets as may be in existence at the Closing Date.

e)   Such corporate  documentation,  including,  without  limitation,  certified
     copies of  resolutions of NARI  approving the  transaction,  as Navtech may
     reasonably require.

f)   An opinion of NARI's attorney in form and substance satisfactory to Navtech
     confirming  the  corporate  status of NARI and  confirming  that the within
     transaction is not in breach of any provision of the Articles, By-laws, any
     unanimous shareholders' agreement, any agreements, judgments or orders.

g)   Non-competition   agreements   executed  by  NARI,  and  its   shareholder,
     covenanting that they, either individually or acting in common,  shall not,
     for a period of two (2) years from the Closing Date worldwide, either alone
     or in conjunction with any other individual, firm, corporation, association
     or other entity:

     i)   carry on, be engaged in,  concerned with or interested in, directly or
          indirectly,  in any capacity  whatsoever a business  which is the same
          as,  similar to or in  competition  with the  business of Navtech (the
          "Business"),  except that NARI's shareholder is an employee of Navtech
          Systems Support Inc.; or

     ii)  solicit, or enter into employment or sales  representation  agreements
          with any  present  employee or  salesman,  or solicit or in any manner
          transact  business with any present customer or supplier of Navtech or
          any  affiliate  in any manner  whatsoever  which is or is likely to be
          prejudicial to the Business;

h)   and Such further documentation as Navtech may reasonably require.

Section 4.03  California  Sales Tax. Since NARI has not been in a business which
required a seller's  permit in the State of California,  the Weather Assets will
be sold to Navtech without the  application of any California  Sales Tax. Should
such  tax be  assessed  and  NARI be  required  to pay such  tax,  after  having
exhausted any appeals to the  assessment,  Navtech will be  responsible  for the
payment of such tax to NARI upon presentation of an invoice from NARI.

Section 4.04  Canadian  GST.  Since NARI is not making a supply in Canada,  this
transaction  will be exempt from any  Canadian  Goods and  Services  Tax. In the
event GST is exigible  then Navtech shall be solely  responsible  for payment of
same and shall agree to indemnify NARI in this regard.

Section  4.05  Software  Licensing  Agreement.  At  the  Closing,  the  Software
Licensing Agreement shall be terminated and neither party shall have any further
rights or obligations thereunder.

Article V. Conditions Precedent

Section  5.01  Conditions  for the  Benefit  of  Navtech.  Navtech  shall not be
obligated to complete the purchase  herein  provided for unless,  on the Closing
Date,  each of the  following  conditions  shall have been  satisfied,  it being
understood that the conditions are included for the exclusive benefit of Navtech
and may be waived in writing  in whole or in part by  Navtech  at any time;  and
NARI shall use its best efforts to ensure that the  conditions  are fulfilled on
or before the Closing Date.

a)   All  corporate  and  legal  proceedings  and  approvals  as are  considered
     necessary by the attorney for Navtech  shall have been taken or obtained to
     permit  NARI to  sell  the  Weather  Assets  to  Navtech  pursuant  to this
     Agreement.

b)   Representations  and  Warranties - The  representations  and warranties set
     forth in Section 6.01 shall be true and correct in all material respects on
     the Closing Date.

c)   Compliance - All of the terms,  covenants and  agreements set forth in this
     Agreement to be complied with or performed by NARI at or before the Closing
     Date shall have been  complied  with or  performed by NARI on or before the
     Closing Date.

d)   Consents to Assignment - All consents or approvals from or notifications to
     any third party  required  under the terms of any  contracts or  agreements
     with  respect  to the  assignment  thereof to  Navtech  including,  without
     limitation,  the Agreement in respect of the Weather Assets, will have been
     obtained  and  delivered to Navtech.  NARI will pay the cost of  soliciting
     such consents. Navtech will co-operate in obtaining such consents.

e)   Certificate  of Status - NARI shall have delivered to Navtech a certificate
     of good  standing  dated as close in time as possible to the Closing  Date,
     showing NARI to be in good standing under its incorporating statute.

    If any of the  foregoing  conditions  shall  not have been  fulfilled  on or
before the Closing  Date,  Navtech may  terminate  this  Agreement  by notice in
writing to NARI in which event Navtech  shall be released  from all  obligations
under this Agreement and (unless Navtech can show that the condition relied upon
could  reasonably  have been performed by NARI) NARI shall also be released from
all  obligations  hereunder;  but Navtech shall be entitled to waive  compliance
with any  such  condition  in  whole  or in part if it  shall  see fit to do so,
without  prejudice to its rights of termination in the event of  non-fulfillment
of any other condition in whole or in part.

Section 5.02  Conditions for the Benefit of NARI. NARI shall not be obligated to
consummate the  transactions  herein  provided for unless,  on the Closing Date,
each of the following conditions shall have been satisfied,  it being understood
that the  conditions  are included for the exclusive  benefit of NARI and may be
waived in writing in whole or in part by NARI at any time; and Navtech shall use
its best efforts to ensure that the  conditions  are  fulfilled on or before the
Closing Date.

a)   All  corporate  and  legal  proceedings  and  approvals  as are  considered
     necessary  by the  counsel  for NARI shall have been taken or  obtained  to
     permit  Navtech to purchase the Weather  Assets from NARI  pursuant to this
     Agreement.

b)   Navtech shall supply NARI with an  Acceptance  Certificate  evidencing  the
     electronic transfer of the software source code upon Closing.

c)   Representations  and  Warranties - The  representations  and warranties set
     forth in Section  6.02  hereof  shall be true and  correct in all  material
     respects on the Closing Date.

d)   Compliance with Agreement - All of the terms,  covenants and agreements set
     forth in the  Agreement  to be complied  with or performed by Navtech at or
     before the  Closing  Date shall have been  complied  with or  performed  by
     Navtech on or before the Closing Date.

    In case any of the foregoing  conditions shall not have been fulfilled on or
before the Closing Date,  NARI may terminate this Agreement by notice in writing
to Navtech,  in which event NARI shall be released  from all  obligations  under
this Agreement,  and unless NARI can show that the conditions  relied upon could
reasonably  have been performed by Navtech,  Navtech shall also be released from
all  obligations  but NARI shall be entitled to waive  compliance  with any such
condition in whole or in part,  if it shall see fit to do so, with  prejudice to
its right of termination in the event of  non-fulfillment of any other condition
in whole or in part.

Article VI.  Representations and Warranties

Section  6.01  Representations  and  Warranties  of NARI.  NARI  represents  and
warrants to Navetch as follows:

a)   Good Standing - NARI is now and on the Closing Date will be a corporation:

     i)   duly  incorporated  and  organized,  validly  subsisting  and in  good
          standing under the laws of the Province of Ontario, and

     ii)  duly  authorized and licensed to own its  properties,  and to carry on
          business, as and where presently owned and carried on by it.

b)   Resident  of  Canada - NARI is not a  non-resident  of  Canada  within  the
     meaning of the Income Tax Act.

c)   Power and Authority - NARI has all necessary  corporate power to enter into
     this Agreement and to perform its  obligations  hereunder and the execution
     and  delivery of this  Agreement  and the  completion  of the  transactions
     contemplated  in this Agreement have been duly  authorized by all necessary
     corporate action on the party of NARI.

d)   Enforceability - This Agreement  constitutes a valid and binding obligation
     of NARI  enforceable in accordance with its term subject to bankruptcy laws
     and laws of equitable jurisdiction.

e)   Absence of Conflicting  Agreements - NARI is not a party to, and neither it
     nor any Weather Asset is bound or affected by or subject to, any indenture,
     mortgage, agreement, instrument evidencing indebtedness or other agreement,
     charter or by-law provision,  law,  regulation,  order,  decree or judgment
     which would be contravened or breached as a result of the execution of this
     Agreement or completion of the transactions contemplated by this Agreement.

f)   Collective  Agreements - NARI is not now nor at the Closing will be a party
     to any contract with, or commitment to, any labor union.

g)   Contracts - At Closing, NARI, in respect of its business, will not be bound
     by any outstanding contract or commitment,  including,  without limitation,
     any license  agreement  with  respect to the  Software,  except those which
     Navtech has elected to assume.

h)   Title to Assets - At Closing NARI will have a good and marketable  title to
     all of the  Weather  Assets  free and clear of any and all  claims,  liens,
     encumbrances and security interests whatsoever.

i)   No Breach Caused by the Agreement.  - Neither the execution nor delivery of
     this  Agreement nor the  fulfillment  or  compliance  with any of the terms
     hereof will conflict  with, or result in a breach of the terms,  conditions
     or provisions of, or constitute a default under,  the constating  documents
     and by-laws of NARI or any material  agreement or  instrument to which NARI
     is  subject,   or  will   require  any  consent  or  other  action  by  any
     administrative or governmental body.

j)   Litigation - There are no known causes of action,  claim or demand or other
     proceedings  pending or, to the  knowledge of NARI,  threatened  before any
     court or administrative  agency which could materially adversely affect the
     financial condition or overall operations of NARI or any judgment, order or
     decree  enforceable  against  it,  other than those  already  disclosed  to
     Navtech in writing.

k)   Full  Disclosure - None of the  foregoing  representations  and  warranties
     contains  any  untrue  statement  of  material  fact or omits to state  any
     material fact necessary to make any such representation not misleading to a
     prospective  purchaser of the Weather Assets seeking full information as to
     the Weather Assets and NARI.

l)   No  Warranty  Against  Infringement  - NARI  does not  make  and  expressly
     disclaims any representations or warranties against infringement.

Section 6.02  Representations and Warranties of Navtech.  Navtech represents and
warrants to NARI on its behalf that:

a)   Organization  - Navtech is and will,  at  Closing,  be a  corporation  duly
     incorporated  and  organized and validly  subsisting  under the laws of the
     State of Delaware.

b)   Power and  Authority - Navtech will have all necessary  corporate  power to
     enter into this Agreement and to perform its obligations  hereunder and the
     execution  and  delivery  of  this  Agreement  and  the  completion  of the
     transactions  contemplated in this Agreement will be duly authorized by all
     necessary corporate action on the part of Navtech.

c)   Enforceability - This Agreement  constitutes a valid and binding obligation
     of Navtech  enforceable in accordance  with its terms subject to bankruptcy
     laws and laws of equitable jurisdiction.

d)   Absence of  Conflicting  Agreements  - The  execution  and  performance  by
     Navtech of this Agreement and any other  agreement to be executed  pursuant
     to this  Agreement  will not  constitute a breach or  contravention  of any
     agreement, law or order binding on Navtech.

e)   No  Performance  Warranty - It is  acknowledged  by the parties hereto that
     NARI  licenced the Software to Navtech on or about August 1, 2000.  Navtech
     is technically  familiar with the said Software and any derivatives and has
     continued to develop or aid in the development of the said Software with or
     without  NARI's  knowledge  or consent,  as  permitted  under the  Software
     License Agreement.  Further,  Navtech is in possession of all of the source
     code and  development  tools  required  to develop  and  maintain  the said
     Software.  Accordingly,  the said Software is sold to Navtech on an "as is"
     and "with all faults" basis.

f)   Indemnity  of NARI  During  License  Period - Navtech  expressly  agrees to
     defend,  indemnify and hold NARI free and harmless from any and all claims,
     damages, costs and awards of any kind whatsoever sustained as a consequence
     of the performance of the said Software or its derivatives while maintained
     by Navtech in the provision of services to Navtech's  weather customer base
     during the license  period.  In the event NARI receives notice of any claim
     with regard to the  Software,  it shall  forward  such  notice  promptly to
     Navtech for the defence thereof.

Section  6.03  Non-Waiver.  No  investigation  made by or on  behalf  of NARI or
Navtech at any time shall have the effect of waiving or diminishing the scope of
or otherwise  affecting any  representation  or warranty made by the other in or
pursuant to this Agreement.

Section  6.04  Nature  and  Survival  of  Representations  and  Warranties.  All
statements  contained in any certificate or other instrument  delivered by or on
behalf of any of the parties in connection with the transactions contemplated by
this Agreement  shall be deemed to be made by such party.  All  representations,
warranties,  covenants and agreements contained in this Agreement on the part of
each of the parties shall survive for a period of two (2) years from the Closing
Date after which time,  if no claim shall have been made  against any party with
respect to any  incorrectness  in or breach of any  representation  or warranty,
such party shall have no further  liability under this Agreement with respect to
such representation or warranty.

Article VII.  Covenants

Section 7.01 Actions to Satisfy  Closing  Conditions.  Each party shall take all
such actions as are within its power to control,  and shall use its best efforts
to cause other actions to be taken which are not within its power to control, so
as to ensure  compliance  with any conditions set forth in this Agreement  which
are for the benefit of the other party.

Article VIII. Indemnification

Section 8.01 Mutual Indemnification.  NARI covenants and agrees to indemnify and
save harmless  Navtech,  and Navtech  covenants and agrees to indemnify and save
harmless NARI, as and from the Closing Date,  from and against any claims (which
term includes all demands,  actions, causes of action,  damages,  losses, costs,
liabilities and expenses,  including  attorney's fees) which the other party may
suffer as a result of the failure to perform any  covenant or  agreement  on its
part  under  this  Agreement  or any  incorrectness  in or  breach of any of its
representations and warranties contained in this Agreement or in any certificate
or other document furnished pursuant to this Agreement. The foregoing obligation
of indemnification  shall be subject to the limitation mentioned in Section 6.04
respecting the survival of representations and warranties.

Article IX. Arbitration

Section  9.01 In the event that any  disagreement  arises  between  the  parties
hereto with reference to this Agreement or any matter arising hereunder and upon
which the parties cannot agree, then every such  disagreement  shall be referred
to  arbitration in accordance  with the  provisions of the following  Subsection
9.01(a):

a)   The reference to arbitration shall be to three (3) arbitrators, one of whom
     shall be chosen by each party to the  disagreement and the third by the two
     so chosen  and the third  arbitrator  so chosen  shall be the  chairperson;
     provided,  however,  that if the  parties  are able to agree  upon a single
     arbitrator,   the  reference  to  arbitration   shall  be  to  that  single
     arbitrator.

b)   The award may be made by the majority of the arbitrators.

c)   The time allowed for the making of an award shall be limited to thirty (30)
     clear days, and if the arbitrators have allowed this time to expire without
     making an award or if the  chairperson  shall have delivered to the parties
     to the arbitration a notice in writing stating that the arbitrators  cannot
     agree, any party to the arbitration may apply to a Court having appropriate
     jurisdiction  or to a judge thereof to appoint an umpire who shall have the
     like power to act in the reference and to make an award as if he or she had
     been duly  appointed by all parties to the submission and by the consent of
     all the parties who originally appointed the arbitrators thereto.

d)   If an umpire is appointed  pursuant to the foregoing Section 9.01(c),  such
     umpire shall make his or her award within one month after the original time
     appointed  for making  the award of the  arbitrators  has  expired or on or
     before any later date to which the  parties to the  reference  by a writing
     signed by them may from time to time enlarge the time for making the award,
     or if the parties  have not  agreed,  then within such time as the Court or
     judge appointing such arbitrator may deem proper.

e)   No evidence of anything said or of any admission or  communication  made in
     the course of the arbitration or any negotiation or mediation is admissible
     in any legal  proceeding,  except  with the  consent of all of the  parties
     hereto.

f)   Unless  the  arbitrator  or  arbitrators  or  umpire,  as the  case may be,
     specifically order otherwise,  the costs of the arbitration shall be shared
     equally between the parties to the arbitration.

Section  9.02  There  shall be no appeal  from the award of the  arbitrators  or
arbitrator, or umpire, as the case may be.

Article X. General

Section  10.01  Expenses.  All  costs  and  expenses  (including  the  fees  and
disbursements of accountants and legal counsel) incurred in connection with this
Agreement and  completion of the  transactions  contemplated  by this  Agreement
shall be paid by the party incurring such expenses.

Section  10.02  Time.  Time  shall be of the  essence  in all  respects  of this
Agreement.



<PAGE>



Section  10.03  Notices.  Any  notice or demand to be given to any party to this
Agreement shall be in writing and shall be either personally delivered;  or sent
by telex,  telecopier  or  similar  method of  recorded  communication,  charges
prepaid.  Any notice shall be sent to the  intended  recipient at its address as
follows:

         Navtech, Inc.
         2340 Garden Road, Suite 102
         Monterey, CA 93940
         Attn: David Strucke, CFO
         Fax: (519) 747-1003

         Navtech Applied Research Inc.
         902-140 Lincoln Road
         Waterloo, Ontario
         N2J 4N4
         Attn: Dorothy English
         Fax: (519) 747-1003

Any party may from time to time  change its  address  by written  notice to each
other party given in accordance with the provision of this Section 10.

         Any  notice  given by  personal  delivery  shall be deemed to have been
received on the date of the  delivery.  Any notice sent by telex,  telecopier or
similar method of recorded  communication  shall be deemed to have been received
on the next Business Day following the date of its transmission.

Section 10.04 Benefit of Agreement. This Agreement shall enure to the benefit of
and be binding upon each party and their respective  administrators,  successors
and assigns.

Section 10.05 Further Assurances. The parties shall with reasonable diligence do
all things and provide all reasonable  assurances as may be required to complete
the  transactions  contemplated by this Agreement,  and each party shall provide
such  further  documents  or  instruments  required by any other party as may be
reasonably necessary or desirable to give effect to this Agreement and carry out
its provisions, whether before or after Closing.

Section  10.06  Construction  Clause.  This  Agreement has been  negotiated  and
approved by counsel on behalf of all parties hereto and notwithstanding any rule
or maxim of construction to the contrary,  any ambiguity or uncertainty will not
be construed  against any party hereto by reason of the authorship of any of the
provisions hereof.

Section 10.07 U.S. Currency.  All references to dollar amounts are to the lawful
currency of the United States of America.

Sectin 10.08 Counterparts.  This Agreement may be executed in counterparts, each
of which shall be deemed an original, both of which shall constitute one and the
same instrument. For all purposes of this Agreement,  telecopied documents shall
be deemed to be originals.

Section 10.09  Independent  Legal Advice.  The parties hereto  acknowledge  that
they:

a)   have each had, or had the opportunity to obtain, independent legal advice;

b)   each understand their rights and obligations under this Agreement; and

c)   are each signing this Agreement voluntarily.

Section  10.10  Offer.  This  Agreement  until  executed by both  parties  shall
constitute  an offer by the  initial  signatory,  which shall be accepted by the
other party by 5:00 p.m. on the 23rd day of October,  2000,  and if not accepted
by that time, this offer shall be null and void.



         IN WITNESS WHEREOF the parties hereto have set their hands and seals.

SIGNED, SEALED AND DELIVERED                )      Navtech Applied Research Inc.
in the presence of:                         )
                                            )      /s/ Dorothy English
                                            )      Dorothy English, Secretary
                                            )
                                            )
                                            )      Navtech, Inc.
                                            )
                                            )      /s/ David Strucke
                                            )      David Strucke
                                            )      Chief Financial Officer



<PAGE>


                                  BILL OF SALE

For good and valuable consideration (receipt of which is acknowledged),  Navtech
Applied  Research Inc.  ("NARI")  hereby sells and  transfers  possession of the
following assets to Navtech, Inc. ("Navtech") for a total consideration equal to
One Hundred  Forty Seven  Thousand Six Hundred and Fifty One Dollars  ($147,651)
(US)., such amount to be reflected in a reduction in the amounts owed by NARI to
Navtech.

NARI warrants that it owns and has the right to sell the assets to the Purchaser
and that the goods are free and clear of encumbrances.

NARI and Navtech agree that the total consideration shall be allocated among the
various assets as follows:

SOFTWARE                                             $   147,651.00

FURNITURE, FIXTURES and OTHER                            Nominal

Dated this 23rd day of October, 2000.


Navtech Applied Research Inc.                           Navtech, Inc.
Per: /s/Dorothy English                                 Per: /s/ David Strucke
     -------------------------------                         -----------------
     Dorothy English                                         David Strucke


<PAGE>


EXHIBIT 10(O)

                            SHARE TRANSFER AGREEMENT

                                    BETWEEN:

                  Navtech Applied Research Inc., a corporation
                          having its registered office
                            in the City of Waterloo,
                       in the Province of Ontario, Canada

                         (Hereinafter referred to as "NARI")

                                      AND:

                          Navtech, Inc., a corporation
                           having its principal office
                            in the City of Monterey,
                         in the State of California, USA

                     (Hereinafter referred to as "Navtech")

                            DATED: October 23rd, 2000


WHEREAS, NARI wishes to  further  reduce  the  amount  of  its  indebtedness  to
Navtech;

WHEREAS,  NARI is the owner of 502,766  shares of Common Stock,  par value $.001
per share, of Navtech (the "Common Shares");

WHEREAS,  NARI wishes to transfer the Common Shares to Navtech to further reduce
the amounts of its indebtedness to Navtech;

NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the mutual
covenants and  agreements  hereinafter  set forth,  the parties  hereby agree as
follows:

1.       Navtech accept the transfer of the Common Shares from NARI;

2.       that, upon the transfer of the Common Shares from NARI to Navtech,  the
         amount of  indebtedness  of NARI to Navtech  be further  reduced by the
         fair  market  value of the Common  Shares as of October  23, 2000 based
         upon the last sale price as of such date.

3.       that,  after  reconciliation  of all  accounts as of October 31,  2000,
         giving  effect to any further  interest  and royalty  adjustments,  the
         remaining  balance  of all debt  owing  from  NARI to  Navtech,  or its
         subsidiary, Navtech Systems Support Inc., be reduced to an amount equal
         to $63,400  Canadian,  such amount to be paid no later than January 15,
         2001.

         IN WITNESS WHEREOF the parties hereto have set their hands and seals.

SIGNED, SEALED AND DELIVERED                )      Navtech Applied Research Inc.
in the presence of:                         )
                                            )      /s/ Dorothy English
                                            )      Dorothy English, Secretary
                                            )
                                            )
                                            )      Navtech, Inc.
                                            )
                                            )      /s/ David Strucke
                                            )      David Strucke
                                            )      Chief Financial Officer





<PAGE>


EXHIBIT 10(P)

                      COMMERCIAL LEASE AND DEPOSIT RECEIPT

AGENCY  RELATIONSHIP  COMFIRMATION.  The following agency relationship is hereby
confirmed for this transaction and supersedes any prior agency election:

     LISTING AGENT:   Mahoney-Tancredi Company    is the  agent of  (check One):
        |_|  the Lessor exclusively;    or |X| both the Lessee and the Lessor.

LEASING AGENT:
                  ----------------------------------------
            (if not the same as the Listing Agent) is the agent of  (check one):

The Lessee exclusively;  or |_| the Lessor  exclusively;  or |X| both the lessee
and the Lessor.  NOTE: This  conformation  DOES NOT take the place of the AGENCY
DISCLOSURE form, which may be required by law.


RECEIVED FROM Navtech,  Inc.,  hereinafter  referred to as LESSEE,  the sum of $
9,973.00  (Nine  thousand Nine Hundred  Seventy  Three and  00/100ths  dollars),
evidenced by company  check,  as deposit which will belong to Lessor and will be
applied as follows:
<TABLE>
<S>                                                         <C>                 <C>            <C>
                                                                     TOTAL           RECEIVED       BALANCE DUE PRIOR
                                                                                                      TO OCCUPANCY
Rent for the period from 3/20/00 to 04/19/00.......................$4,865.00        $4,865.00      $       0.00
Security deposit (not applicable toward last month's rent).........$5,108.00        $5,108.00      $       0.00
Other...........................................................$       0.00     $       0.00      $       0.00
                                                                -----------------------------------------------


TOTAL..............................................................$9,973.00    $9,973.00        $       0.00
</TABLE>

In the event this Lease is not accepted by the Lessor within N/A days, the total
deposit  received  will be  refunded.  Lessee  offers  to lese from  Lessor  the
premises  situated  in the  City of  Monterey,  County  of  Monterey  , State of
California , described as 1st floor office space and use of the building  common
areas at 2340 Garden Road , consisting of  approximately  4,865 +/- square feet,
upon the following terms and conditions:

1.   TERM.  The term will commence on (date) March 20, 2000, and end on (date)
     December 31, 2001.

2.   RENT.  The total rent will be $  _______________,  payable at $4,865.00 per
     month (based on first year's  rates)  payable on the 1st day of each month.
     All rents  will be paid to Lessor or his or her  authorized  agent,  at the
     following address OPI-Office Products, Inc., 2340 Garden Road, Monterey, CA
     93940,  or such other  places as may be  designated  by Lessor from time to
     time.  In the event rent is not paid within 10 days after due date,  Lessee
     agrees to pay a late  charge of $100.00  plus  interest at 12% per annum on
     the  delinquent  amount.  Lessee  further  agrees  to pay a late  charge of
     $100.00  for each  dishonored  bank check.  The late charge  period I not a
     grace period, and Lessor is entitled to make written demand for any rent if
     not paid when due.

3.   USE. The premises are to be used for the  operation of offices for Navtech,
     Inc. which may include 24/7 computer  operation/monitoring and for no other
     purpose,  without prior written  consent of Lessor,  Lessee will not commit
     any waste upon the  premises,  or any nuisance or act which may disturb the
     quiet enjoyment of any tenant in the building.

4.   USES  PROHIBITED.  Lessee  will not use any  portion  of the  premises  for
     purposes other than those specified. No use will be made of permitted to be
     made upon the  premises,  not acts done,  which will  increase the existing
     rate of insurance  upon the property,  or cause  cancellation  of insurance
     policies covering the property.  Lessee will not conduct or permit any sale
     by auction on the premises.

5.   ASSIGNMENT AND SUBLETTING.  Lessee will not assign this Lease or sublet any
     portion of the premises without prior written consent of the Lessor,  which
     will not be  unreasonably  withheld.  Any  such  assignment  or  subletting
     without  consent  will  be void  and,  a the  option  of the  Lessor,  will
     terminate this lease. Lessee may, however, assign this lease to a parent or
     subsidiary corporation upon notice to Lessor.

6.   ORDINANCES AND STATUTES. Lessee will comply with all statutes, ;ordinances,
     and  requirement of all  municipal,  state and federal  authorities  now in
     force,  or which may later be in force,  regarding the use of the premises.
     The  commencement  or  pendency  of any state or  federal  court  abatement
     proceeding  affecting  the use of the premises  will,  at the option of the
     Lessor, be deemed a breach of this Lease.

7.   MAINTENANCE,   REPAIRS  ALTERATIONS.  Unless  otherwise  indicated,  Lessee
     acknowledges  that the premises are in good order and repair.  Lessee will,
     at his or her  own  expense,  maintain  the  premises  in a good  and  safe
     condition.  The premises will be surrendered,  at termination of the Lease,
     in as good  condition  as  received,  normal  wear an  tear  excepted.  See
     Addendum.  Lessee |_| will, |X| will not maintain the property  adjacent to
     the premises,  such as sidewalks,  driveways,  lawns and  shrubbery,  which
     would otherwise be maintained by Lessor.

         No  improvement  or  alteration  of the  premises  will be made without
     written consent of the Lessor. Prior to the commencement of any substantial
     repair,  improvement,  or alteration,  Lessee will give Lessor at least tow
     (2) days written notice in order that Lessor may post  appropriate  notices
     to avoid any liability for liens.



Lessee  (   Derek Dawson  ) (   Luke Fry  )  has read this pag

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Property Address                             2340 Garden Road, Monterey, CA.

8.   ENTRY AND INSPECTION. Lessee Will permit Lessor or Lessor's agents to enter
     the premises at reasonable time and upon reasonable  notice for the purpose
     of inspection  the  premises,  and will permit  Lessor,  at any time within
     sixty (60) days prior to the  expiration  of this lease,  to place upon the
     premises any unusual "For Lease" signs, and permit person desiring to lease
     the premises to inspect the premises at reasonable times.

9.   INDEMNIFICATION  OF  LESSOR.  Lessor  will no be liable  for any  damage or
     injury to lessee, or any other person, or to any property  occurring on the
     premises. Lessee agrees to hold Lessor harmless from any claims for damages
     arising out of Lessee's use of the  premises,  and to indemnify  Lessor for
     any expense incurred by Lessor in defending any such claims.

10.  POSSESION. If Lessor is unable to deliver possession of the premises at the
     commencement date set forth above,  Lessor will no be liable for any damage
     cause by the  delay,  nor will this Lease be void or  voidable,  but Lessee
     will not be liable for any rent until  possession is delivered.  Lessee may
     terminate  this Lease If possession is not delivered  within 30 days of the
     commencement term in Item 1.

11.  LESSEE'S  INSURANCE.  Lessee,  at his or her expense,  will maintain public
     liability,  and property damage  insurance  insuring Lessee and Lessor with
     minimum coverage as follows:  $1,000,000.00  combined single limits. Lessee
     will  provide  Lessor with a  Certificate  of Insurance  showing  Lessor as
     Additional insured. The policy will require ten (10) days written notice to
     Lessor prior to cancellation or material change of coverage.

12.  LESSOR'S  INSURANCE.  Lessor will maintain  hazard  insurance  covering one
     hundred percent (100%) actual cash value of the improvements throughout the
     Lease term. Lessor's insurance will not insure Lessee's property, leasehold
     improvements, or trade fixtures.

13.  SURROGATION.  To the maximum extent  permitted by insurance  policies which
     may be owned  by the  parties,  Lessor  and  Lessee  waive  other  services
     delivered to the premises, except: See Addendum.

14.  UTILITIES. Lessee agrees that he or she will be responsible for the payment
     of all  utilities,  including  water,  gas,  electricity,  heat  and  other
     services delivered to the premises, except: See Addendum.

15.  SIGNS.  Lessee will not place,  maintain,  nor permit any sign or awning on
     any exterior  door,  wall,  or window of the  premises  without the express
     written consent of Lessor, which will not be unreasonably  withheld, and of
     appropriate governmental authorities.

16.  ABANDONMENT OF PREMISES.  Lessee will not vacate or abandon the premises at
     any time  during the term of this Lease.  If Lessee does  abandon or vacate
     the  premises,  or is  dispossessed  by process of law, or  otherwise,  any
     personal  property  belonging to Lessee left on the premises will be deemed
     to be abandoned, at the option of Lessor.

17.  CONDEMNATION.  If any part of the premises in condemned for public use, and
     a part remains which is  susceptible  of  occupation by Lessee,  this Lease
     will, as to the part taken, terminate as of the date the condemnor acquires
     possession.  Lessee will be required to pay such proportion of the rent for
     the  remaining  term as the value of the  premises  remaining  bears to the
     total value of the premises at the date of condemnation; provided, however,
     that either party may, at his or her option, terminate this Lease as of the
     date the condemnor acquires possession.  In the event that the premises are
     condemned  in whole,  or the  remainder is not  susceptible  for use by the
     lessee,  this  lease  will  terminate  upon the date  which  the  condemnor
     acquires  possession.  All  sums  which ma be  payable  on  account  of any
     condemnation  will belong solely to the Lessor;  except that Lessee will be
     entitled  to retain  any  amount  awarded to him or her for his or he trade
     fixtures and moving expenses.

18.  TRADE FIXTURES.  Any and all  improvements  made to the premises during the
     term will belong to the Lessor, except trade fixtures of the Lessee. Lessee
     may, upon termination,  remove all his or her trade fixtures,  but will pay
     for all costs necessary to repair any damage to the premises  occasioned by
     the removal.

19.  DESTRUCTION  OF  PREMISES.  In the  event of a partial  destruction  of the
     premises during the term, from any cause except acts of omission of Lessee,
     Lessor will promptly repair the premises, provided that such repairs can be
     reasonable made within sixty (60) days. Such partial  destruction  will not
     terminate   this   Lease,   except  that  Lessee  will  be  entitled  to  a
     proportionate  reduction of rent while such  repairs are being made,  based
     upon the extent to which the  making of such  repairs  interferes  with the
     business of Lessee on the  premises.  If the repairs  cannot be made within
     sixty (60) days, this Lease may be terminated at the option of either party
     by giving  written  notice to the other  party  within  the sixty  (60) day
     period.

20.  HAZARDOUS MATERIALS. Lessee will not use, store or dispose of any hazardous
     substances upon the premises, except the use and storage of such substances
     that are customarily used in Lessee's business,  and are in compliance with
     all  environmental  laws.  Hazardous  substances means any hazardous waste,
     substance or toxic  materials  regulated  under any  environmental  laws or
     regulations applicable to the property.  Lessee will be responsible for the
     cost of removal of any toxic  contamination  caused by lessee's  use of the
     premises.

21.  INSOLVENCY.  The appointment of a receiver,  an assignment for the benefits
     of  creditors,  or the filing of a  petition  in  bankruptcy  by or against
     Lessee, will constitute a breach of this Lease by Lessee.

22.  DEFAULT. In the event of any breach of this Lease by Lessee, Lessor may, at
     his or her  option,  terminate  the Lease and  recover  from Lessee (a) the
     worth at the time of award of the unpaid  rent which had been earned at the
     time of  termination,  (b) the worth at the time of award of the  amount by
     which the unpaid rent which would have been earned after  termination until
     the time of the  award  exceeds  the  amount of such  rental  loss that the
     Lessee proves could have been reasonably avoided; (c) the worth at the time
     of award of the amount by which the unpaid rent for the balance of the term
     after the time of award  exceeds  the amount of such  rental  loss that the
     Lessee  proves  could  be  reasonably  avoided;  and (d) any  other  amount
     necessary to compensate Lessor for all the detriment  proximately caused by
     the Lessee's  failure to perform his or he  obligations  under the Lease or
     which in the ordinary course of things would be likely to result therefrom.

          Lessor may, in the alternative, continue this Lease in effect, as long
     as Lessor does not terminate  Lessee's right to possession,  and Lessor may
     enforce all of Lessor's rights and remedies under the Lease,  including the
     right to recover the rent as it becomes due under the Lease. If said breach
     of lease continues, Lessor may, at any time thereafter,  elect to terminate
     the Lease.

                  These  provisions  will not limit any other rights or remedies
which Lessor may have.


Lessee  (   Derek Dawson  ) (   Luke Fry  )  has read this page.


<PAGE>


23.  SECURITY.  The security deposit will secure the performance of the Lessee's
     obligations.  Lessor  may,  but  will not be  obligated  to,  apply  all or
     portions  of the deposit on account of  Lessee's  obligations.  Any balance
     remaining upon termination will be returned to Lessee. Lessee will not have
     the right to apply the  security  deposit in  payment  of the last  month's
     rent.

24.  DEPOSIT REFUNDS.  The balance of all deposits will be refunded within three
     (3) weeks (or as  otherwise  required  by law),  from  date  possession  is
     delivered  to  Lessor  or his  or her  authorized  agent,  together  with a
     statement showing any charges made against the deposits by Lessor.

25.  ATTORNEY  FEES.  In any action or  proceeding  involving a dispute  between
     Lessor and Lessee arising out of this Lease,  the prevailing  party will be
     entitled to reasonable attorney fees.

26.  WAIVER.  No  failure  of Lessor to  enforce  any term of this Lease will be
     deemed to be a waiver.

27.  NOTICES.  Any notice which either party may or is required to give, will be
     given by mailing the notice, postage prepaid, to Lessee at the premises, or
     to Lessor at the address shown in Item 2, or at such other places as may be
     designated  in writing by the  parties  from time to time.  Notice  will be
     effective five (5) days after  mailing,  or on personal  delivery,  or when
     receipt is ad in writing.

28.  HOLDING OVER. Any holding over after the expiration of this Lease, with the
     consent of Owner,  will be a  month-to-month  tenancy at a monthly  rent of
     $6,385.00,  payable in advance and  otherwise  subject to the terms of this
     Lease,  as  applicable,  until either party will  terminate  the tenancy by
     giving the other party thirty (30) days written notice.

29.  TIME. Time is of the essence of this Lease.

30.  HEIRS, ASSIGNS,  SUCCESSORS.  This Lease is binding upon and insures to the
     benefit of the heirs, assigns, and successors of the parties.

31.  COST OF LIVING  INCREASE.  The rent provided for in Item 2 will be adjusted
     effective  upon  the  first  day of the  month  immediately  following  the
     expiration of 12 months from date of commencement of the term, and upon the
     expiration of each 12 months thereafter,  in accordance with changes in the
     U.S. Consumer Price Index for |X| All Urban Consumer (1982-84=100),  or |_|
     (other  index)  _____________________  ("CPI").  The  monthly  rent will be
     increased  to an  amount  equal to the  monthly  rent set  forth in Item 2,
     multiplied  by a fraction the  numerator of which is the CPI for the second
     calendar  month   immediately   preceding  the  adjustment  date,  and  the
     denominator of which is the CPI for the second calendar month preceding the
     commencement of the Lease term;  provided,  however,  that the monthly rent
     will not be less than the amount se forth in Item 2. (nor more than 5% over
     the preceding year) .

32.  OPTION TO RENEW.  Provided that Lessee in not in default in the performance
     of this  Lease,  Lessee  will  have the  option  to renew  the Lease for an
     addition  term of 36 months  commencing  at the  expiration  of the initial
     Lease term.  All of the terms and conditions of the Lease will apply during
     the renewal  term,  except  that the monthly  rent will be the sum of $ See
     Addendum which will be adjusted after commencement of the renewal term.

         The option will be exercised by written notice given to Lessor not less
     than 120 days prior to the  expiration of the initial Lease term. If notice
     is not given within the time specified, this Option will expire.

33.  AMERICANS WITH  DISABILITIES  ACT. The parties are alerted to the existence
     of the Americans With Disabilities Act, which may require costly structural
     modifications.  The  parties  are  advised to consult  with a  professional
     familiar with the requirement of the Act.

34.  LESSOR'S  LIABILITY.  In the  event  of a  transfer  of  Lessor's  title or
     interest to the property during the term of this Lease,  Lessee agrees that
     the grantee of such title of  interest  will be  substituted  as the Lessor
     under this Lease,  and the  original  Lessor will be released of al further
     liability, provided, that all deposits will be transferred to the grantee.

35.  ESTOPPEL CERTIFICATE.
         a) On ten (10) days'  prior  written  notice fro  Lessor,  Lessee  will
execute,  acknowledge,  and  deliver  to  Lessor a  statement  in  writing:  [1}
certifying that this Lease, as so modified,  is in full force and effect (or, if
modified,  stating  the nature of such  modification  and  certifying  that this
Lease,  as so modified,  in full force and  effect},  the amount of any security
deposit,  and the date to which the rent and other  charges are paid in advance,
if any; and [2]  acknowledging  that there are not, to Lessee's  knowledge,  any
uncured  defaults the part of Lessor,  or  specifying  such  defaults if any are
claimed,  Any such statement may be conclusively  relied upon by any prospective
buyer or encumbrancer of the premises.
      b) At Lessor's  option,  Lessee's failure to deliver such statement within
such time will be a  material  breach of this Lease or will be  conclusive  upon
Lessee;  [1] that the Lease is in full force and  effect,  without  modification
except as may be represented by Lessor,  [2] that there are no uncured  defaults
in Lessor's  performance,  and [3] that not more than one month's  rent has been
paid in advance.
         c) If Lessor desires to finance,  refinance,  or sell the premises,  or
any part  thereof,  Lessee  agrees to deliver to any tender or buyer  designated
buyer  designated  by  Lessor  such  financial  statements  of  Lessee as may be
reasonable  required by such lender or buyer.  All  finance  statements  will be
received  by the  Lessor or the lender of buyer in  confidence  and will be used
only for the purposes set forth.


Lessee  (   Derek Dawson  ) (   Luke Fry  )  has read this page

<PAGE>

36.      ENTIRE AGREEMENT.


         Exhibit A: .....................FIRST ADDENDUM TO LEASE

         Exhibit B:........................FLOOR PLAN

         Exhibit C:

37.      ADDITIONAL TERMS AND CONDITIONS.

The  undersigned  Lessee  acknowledges  that he or she has  thoroughly  read and
approved each of the provisions contained in this Offer, and agrees to the terms
and conditions specified.


Lessee ___________________   Date ___________
(Signed by: Derek Dawson, Chief Operating Officer/President    Dated Feb 11/00)

Receipt for deposit acknowledged by ___________________________________________

Date ______________

ACCEPTANCE

The  undersigned  Lessor  accepts  the  foregoing  Offer and agrees to lease the
premises on the terms and conditions set forth above.


NOTICE:  The amount or rate of real estate commissions is not fixed by law. They
are set by each broker  individually and may be negotiable between the owner and
broker.

         The  Lessor  agrees  to  pay  to  Per  Contract,  the  Broker  in  this
transaction, the sum of $ _________________ for services rendered and authorizes
Broker to deduct said sum from the deposit received from Lessee.
         In the event the Lease is extended for a definite  period of time or on
a month-to-month basis after expiration of the original term, Lessor will pay to
Broker  an  additional  commission  of  ________%  of the total  rental  for the
extended period.  This commission will be due and payable at the commencement of
the extended period if for a fixed term, or if on a month-to-month basis, at the
termination of Lessee's occupancy or one year, whichever is earlier.
         In any action for commission,  the prevailing party will be entitled to
reasonable attorney fees.

         OPI- Office Products, Inc.


LESSOR_______________________________DATE _____________
      Signed by:   Luke Fry, February 16, 2000

Lessee acknowledges receipt of a copy of the accepted Lease on (date)  _________

<PAGE>

                                   EXHIBIT "A"


FIRST ADDENDUM TO LEASE BETWEEN NAVTECH,  INC., LESSEE, AND OPI-OFFICE PRODUCTS,
INC.,  LESSOR,  FOR  THOSE  PREMISES  KNOWN  AS  2340  GARDEN  ROAD,   MONTEREY,
CALIFORNIA.

1.   This is a gross  lease  and  Lessor is  responsible  for all  expenses  and
     utilities, including HVAC, associated with the premises, with the exception
     of any  and  all  telephone/computer  communication  related  charges,  the
     replacement  of light bulbs within the suite,  and the interior  janitorial
     service which shall be paid for by lessee.

2.   Prior to lease  commencement  Lessor,  at Lessor's  sole cost and  expense,
     shall do the following tenant improvements:

     a.   Have the carpet professionally cleaned throughout.

     b.   Touch up or repaint where necessary throughout the premises.

     c.   Construct an approximate 10' x 10' office area in the northeast corner
          of the suite. This office to have ceiling high partitions and an entry
          door with locking hardware (see Exhibit "B" - Equipment Room).

     d.   Install a wall  mounted  or  portable  type air  conditioning  unit of
          sufficient  cooling capacity to maintain a constant  temperature of 68
          degrees fahrenheit in the equipment room.

     e.   Provide and install divider type  partitions,  including an entry door
          in the area noted as "Training Room" on Exhibit "B". These  partitions
          to be a minimum of 8' high with sound dampening capability.

     f.   Throughout  the term of the lease and any  extension  thereto,  Lessor
          shall allow Lessee to use the cubicles that are presently in existence
          along the north wall of the suite at no charge to  Lessee.  Upon lease
          expiration these cubicles will be returned to Lessor.

     g.   Lessee may be purchasing  additional  cubicles/work  stations for this
          office.  Lessor has agreed to order  same for  Lessee to  purchase  or
          lease at Lessor's  actual cost,  ie., no mark-up  providing  Lessor is
          allowed  access  to the suite  during  normal  business  hours to show
          prospective purchaser the work stations.

3.   Lessee  shall be  allowed at their  sole cost and  expense  to install  one
     satellite  receiver/dish of approximately 3' in diameter on the roof of the
     building in a location previously agreed upon between Lessor and Lessee.

4.   The  existing  available  fifty  (50)  pair  of  telephone  lines  will  be
     sufficient to accommodate Lessee's immediate  occupancy,  but Landlord will
     have an  additional  cable run as soon as possible to provide for a minimum
     of  another  50 fair  of  telephone  lines  for  Lessee's  use.  Any  costs
     associated with the addition of this cable shall be paid by Lessee.

5.   Rent during the option to renew period for this 4,865 +/- square feet shall
     be  negotiated  between  the  parties,  but in no event shall the base rent
     during the first year of this three year option to renew  exceed  $1.25 per
     square foot, or $6081. per month.


<PAGE>

EXHIBIT 10(R)


Duncan Macdonald, CEO                                               01 June 1999
Navtech Systems Support Inc.
175 Columbia St. West, Suite 102
Waterloo, ON, Canada, N2L-5Z5

Dear Mr. Macdonald,

As discussed  and agreed,  AVCON is pleased to  implement  the  following  terms
effective 01 June 1999 for payout of arrears and  continued  lease of the 5-PCs,
HP printer,  network cards, and the IBM-RISC computer.  The terms are structured
to assist  Navtech by moving the arrears out of current  debt and by  minimizing
Navtech's  current cash flow. The  restructuring  is also necessary for AVCON to
avoid continuing to pay taxes on accrued but unpaid income. The terms agreed and
implemented are as follows:

1.       The  present  Promissory  Note dated 30 October  1996 with a  Principal
         Value of $53,000.00 due 01 June 1999, is herewith cancelled  concurrent
         with the  implementation  of a new  Promissory  Note dated 01 June 1999
         with a Principal  Value of $90,000.00  due 01 May 2005. The increase of
         Principal Value reflects  arrears of $7,599.68 from Invoice 99051,  and
         arrears of $29,375.19 from Invoice 99052, totalling $36,974.87, rounded
         to  $37,000.  Interest  payments  of  $1,350.00  begin  01  July  1999,
         increasing  to  Principal  plus  Interest  payments of  $2,400.00 on 01
         October  2000,  with  final  payment  due 01 May  2005.  Any  amount of
         Principal may be paid at any time without penalty.

2.       The present  Equipment  Schedule  006 for the 5-PCs,  HP  Printer,  and
         network cards is herewith cancelled  concurrent with the implenentation
         of a new  Equipment  Schedule  008 for a 13 month Lease with an Initial
         Lease Value of $12,155.00,  reflecting a $25.00  credit.  Monthly lease
         payments of $1,037.00  begin 01 July 1999 with final payment on 01 July
         2000.  Any  amount  of  Lease  Value  may be paid at any  time  without
         penalty.

3.       The  present  Equipment  Schedule  005 for  the  IBM-RISC  is  herewith
         cancelled  concurrent  with  the  implementation  of  a  new  Equipment
         Schedule  007 for a 65  month  Lease  with an  Initial  Lease  Value of
         $48,270.00.  Monthly  lease  payments  of  $915.00  begin 01 July 1999,
         increasing  to $1,300.00 on 01 October  2000,  and final  payment on 01
         November  2004.  Any  amount  of  Lease  Value  may be paid at any time
         without penalty.

4.       The Note and Lease  payments  outlined  above are referenced as monthly
         payments. However, the Note and Leases shall be serviced weekly, with a
         minimum weekly payment of $830.00 beginning 04 June 1999 and increasing
         to $900.00 on 01 September  2000. Such weekly payments are inclusive of
         currently applicable GST and PST.

5.       The attached payment schedule details the monthly payments and  account
         balance for the term of the Note and Leases.


Sincerely,

/S/ Eileen Metherell                                /S/ Duncan Macdonald
Eileen Metherell, President                         Duncan Macdonald, CEO
AVCON Associates Inc.                               Navtech Systems Support Inc.

<PAGE>

EXHIBIT 21 - Subsidiaries

Navtech, Inc. has the following subsidiaries:

------------------------------------- --------------------------------------
Company Name                          Jurisdiction of Incorporation
------------------------------------- --------------------------------------
Navtech Systems Support Inc.          Ontario, Canada
------------------------------------- --------------------------------------
Navtech (UK) Limited                  United Kingdom
------------------------------------- --------------------------------------