UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON,DC 20549

                                    FORM 20-F/A-2

(Mark One)
         [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

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

For the Fiscal year ended:       September 30, 2002
                          ---------------------------------------------

                                       OR

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


                                 MIRTRONICS INC.
             ------------------------------------------------------
               (exact name of Company as specified in its charter)

                           PROVINCE OF ONTARIO, CANADA
                 (Jurisdiction of Incorporation or organization)

                   106 Avenue Road, Toronto, Ontario M5R 2H3
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
                                      None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

      Non-Voting, Non-Participating, Non-Cumulative, Redeemable, Class B
        Preference Shares, no par value
      Common Shares, no par value

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:

                                      None

     At May  23 ,  2003,  the  Company  had  outstanding  1,709,115  Non-Voting,
Redeemable,  Non-Cumulative  Convertible  Class B  Preference  Shares  ("Class B
Preference Shares"), no par value and 12,867,581 Common Shares, no par value.

                  Indicate by check mark whether the Company (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such period that the Company
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Indicate by check mark which financial statement the Company has elected to
follow.     Item 17    Item 18 X
                 --         --

This Annual Report consists of __ pages including this cover page and exhibits.




<PAGE>




UNLESS  OTHERWISE  NOTED,  THE DOLLAR  AMOUNTS  CONTAINED  IN THIS REPORT ARE IN
CANADIAN  CURRENCY  ($1 CDN =  $0.7316  U.S.  AT  SEPTEMBER  17,  2003)  AND ARE
PRESENTED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN CANADA.


Historic rates of exchange appear in Part I, Item 3 of this report. The effect
of material differences between Canadian and United States generally accepted
accounting principles which would bear upon Mirtronics Inc.'s (the "Company")
financial statements, are set forth in the Note 13 to the Company's Audited
Consolidated Financial Statements which are included in Part III Item 18 herein.

                                     PART I

ITEM 1.           IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.

Not Applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

Not Applicable.

ITEM 3.  KEY INFORMATION.

A. Selected Financial Data





<PAGE>
SELECTED FINANCIAL DATA - FISCAL YEAR END

The fiscal  years  2000,  1999,  and 1998 were  restated  in 2001 to reflect the
adoption of the new deferred tax rules.

                                 MIRTRONICS INC.
                            Summary of operating data
                        (All figures in Canadian dollars)
                       (Prepared Under Canadian G.A.A.P.)
                            Year Ending September 30,
                                  (As restated)
<TABLE>
<CAPTION>

                                    2002            2001                2000                  1999               1998
                                    ----            ----                ----                  ----               ----
<S>                             <C>              <C>                <C>                  <C>                 <C>
Sales                           $26,616,978      $30,616,884        $28,111,834          $25,346,613         $20,804,089

Cost of sales                    18,555,088       20,810,855         18,886,653           17,215,552          13,145,355
                                 ----------       ----------         ----------           ----------          ----------

Gross profit                      8,061,890        9,806,029          9,225,181            8,131,061           7,658,734

Expenses                          8,866,314        8,220,403          7,864,237            7,506,760           6,527,995
                                  ---------        ---------          ---------            ---------           ---------

(Loss) earnings  from
 Operations                        (804,424)       1,585,626          1,360,944              624,301           1,130,739

Equity in earnings
  of equity investee                  ----             ----               ----               104,351             158,403

Loss on issue of
 shares by subsidiary               (90,477)           ----            (116,459)              -----               -----

(Loss) gain on sale of shares
 of subsidiary and equity
 investee                          (354,983)           ----               ----              (185,970)            118,942

Income taxes                         87,840         (539,406)          (651,069)            (271,288)           (395,888)

Non-controlling Interest            236,031         (578,628)          (452,651)            (211,484)           (372,592)
                                    -------         ---------          ---------            ---------           ---------

Net (loss) earnings for
 the year                         ($926,013)        $467,592           $140,765              $59,910            $639,604
                                  ----------        =-------           --------               ======            --------

(Loss) earnings per share
 for the year                        ($0.07)           $0.04              $0.01                $0.00               $0.05
                                     -------           -----              -----                -----               -----

Weighted average number
of equity shares outstanding
 during the year                 13,100,914       13,117,581         13,325,915           13,372,581          12,570,258

---------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

Balance Sheet Data:                                        As at September 30,

                                       2002           2001               2000                1999                1998
                                      ----         --------           --------            ---------           ---------
<S>                              <C>             <C>                 <C>                  <C>                 <C>
Working
 capital                         $9,389,706      $10,123,772         $9,227,324           $9,340,976          $9,217,032

Total assets                     16,213,684       18,416,027         16,541,905           15,152,853          16,516,314

Long-term
 debt                             1,497,233        2,312,198          2,522,081            3,291,724           3,043,629

Shareholders'
 equity                           4,254,636       5,235,4405         $4,767,848           $4,691,253          $5,657,914

Cash dividends per
 Common Share                     Nil               Nil                Nil                 Nil                  Nil

---------------------------------------------------------------------------------------------------------------------------
</TABLE>


The effect on net earnings (loss), earnings (loss) per share and total assets of
the differences between accounting  principles  generally accepted in Canada and
those  accepted  in the United  States as  described  in Note 16 to the  Audited
Consolidated  Financial  Statements for the five years ended September 30, 2002,
2001, 2000, 1999, and 1998 are summarized as follows:
<TABLE>
<CAPTION>

Five year historical data
Years ended September 30
Balance Sheet Data
                                                Canadian                              U.S.
                                              Accounting          Increase         Accounting
      Year ended September 30, 2002           Principles         (Decrease)        Principles
                                            -------------      -------------      ------------
<S>                                         <C>                 <C>               <C>
Working capital                             $  9,389,706        $(8,274,335)      $ 1,115,371
                                            =============                         ============

Total assets                                  16,213,684        (11,675,982)        4,537,702
                                            =============                         ============

Long-term debt                                 1,497,233         (1,497,233)                -
                                            =============                         ============

Shareholders' equity                           4,254,636            (54,221)        4,200,415
                                            =============                         ============

Cash dividends per common share                      Nil                                  Nil
                                            =============                         ============

                                                Canadian                              U.S.
                                              Accounting           Increase        Accounting
      Year ended September 30, 2001           Principles          (Decrease)       Principles
                                            -------------      -------------      ------------

Working capital                               10,123,772         (8,969,776)        1,153,996
                                            =============                         ============

Total assets                                  18,416,027        (12,918,909)        5,497,118
                                            =============                         ============

Long-term debt                                 2,312,198         (2,312,198)                -
                                            =============                         ============

Shareholders' equity                           5,235,405            (14,097)        5,221,308
                                            =============                         ============

Cash dividends per common share                      Nil                                  Nil
                                            =============                         ============

                                                Canadian                              U.S.
                                              Accounting           Increase        Accounting
      Year ended September 30, 2000           Principles          (Decrease)       Principles
                                            -------------      -------------      ------------

Working capital                                9,327,324         (8,477,950)          849,374
                                            =============                         ============

</TABLE>


<PAGE>

<TABLE>
<CAPTION>



<S>                                           <C>               <C>                 <C>
Total assets                                  16,541,905        (11,350,824)        5,191,081
                                            =============                         ============

Long-term debt                                 2,522,081         (2,522,081)                -
                                            =============                         ============

Shareholders' equity                           4,767,848             48,251         4,816,099
                                            =============                         ============

Cash dividends per common share                      Nil                                  Nil
                                            =============                         ============

                                                Canadian                              U.S.
                                              Accounting           Increase        Accounting
      Year ended September 30, 1999           Principles          (Decrease)       Principles
                                            -------------      -------------      ------------

Working capital                                9,340,976         (8,694,800)          646,176
                                            =============                         ============

Total assets                                  15,152,853        (10,084,327)        5,068,526
                                            =============                         ============

Long-term debt                                 3,291,724         (3,291,724)                -
                                            =============                         ============

Shareholders' equity                           4,691,253             34,962         4,726,215
                                            =============                         ============

Cash dividends per common share                      Nil                                  Nil
                                            =============                         ============

                                                Canadian                              U.S.
                                              Accounting           Increase        Accounting
      Year ended September 30, 1998           Principles          (Decrease)       Principles
                                            -------------      -------------      ------------

Working capital                                9,217,032         (7,186,234)        2,030,798
                                            =============                         ============

Total assets                                  16,516,314        (11,903,019)        4,613,295
                                            =============                         ============

Long-term debt                                 3,043,629         (3,043,629)                -
                                            =============                         ============

Shareholders' equity                           5,657,914            (30,321)        5,627,593
                                            =============                         ============

Cash dividends per common share                      Nil                                  Nil
                                            =============                         ============
</TABLE>

<TABLE>
<CAPTION>

                                                                   Year Ended September 30,
                                                     2002         2001         2000         1999         1998
                                                  ---------    ---------    ---------    ---------    ---------
<S>                                               <C>          <C>          <C>          <C>          <C>
(Loss) earnings for the period in accordance
 with Canadian GAAP                               $(926,013)   $ 467,592    $ 140,765    $  59,911    $ 639,604

 Foreign exchange (gain) loss on long-term debt      (8,852)     102,055       85,144      (89,448)     331,584
 Minority interest thereon                            5,195      (61,147)     (51,015)      50,550     (197,718)

                                                  ---------    ---------    ---------    ---------    ---------
Net (loss) earnings for the period in
 accordance with US GAAP                           (929,670)     508,500      174,894       21,013      773,470
                                                  =========    =========    =========    =========    =========

Net (loss) earnings for the
 period in accordance with US GAAP                 (929,670)     508,500      174,894       21,013      773,470

Other comprehensive (loss) income, net of tax
Unrealized (loss) gain in available for sale
 securities                                         (40,124)     (62,348)      13,287       65,288      (73,777)

                                                  ---------    ---------    ---------    ---------    ---------
Comprehensive (loss) income                        (969,794)     446,152      188,181       86,301      699,693
                                                  =========    =========    =========    =========    =========

(Loss) earnings per share - US accounting
principles - for the period                           (0.07)        0.03         0.01         0.01         0.05
                                                  =========    =========    =========    =========    =========
</TABLE>

Fully diluted earnings (loss) per share is not disclosed as the calculations are
anti-dilutive



     The  following  table sets forth the high and low  exchange  rates for each
month during the previous six months.



                             C$ HIGH                      C$ LOW
                    C$/US$        US$/C$          C$/US$          US$/C$
May 2003            1.3446         .7437          1.4221          .7032
April 2003          1.4336         .6975          1.4843          .6737
March 2003          1.4659         .6822          1.4905          .6709
February2003        1.4880         .6720          1.5315          .6530
January 2003        1.5220         .6570          1.5750          .6349
December 2002       1.5478         .6461          1.5800          .6329







<PAGE>



     The following  tables set forth a history of the average exchange rates for
the  US/Canadian  dollar  during  the last  five  fiscal  years of the  Company,
calculated using the average of the exchange rates on the last day of each month
during the period.


Fiscal Year
Ended September 30,          C$/US$              US$/C$

1998                                 1.4610              0.6845
1999                                 1.5007              0.6664
2000                                 1.4725              0.6791
2001                                 1.5359              0.6511
2002                                 1.5742              0.6352


Source:  Federal Reserve Statistical Release


         On September 17, 2003 the exchange rate for the US/Canadian dollars was
$0.7316 ($1.3667/1US$), based on the noon buying rate in New York City as
reported by the Federal Reserve Bank of New York. The above averages are
calculated from daily noon buying rates.


B. Capitalization and Indebtedness.

Not applicable.

C. Reasons for the offer and use of proceeds.

Not applicable

D. Risk factors

The Company's operating results and business is highly dependent upon the
operations and results of Synergx Systems Inc., the Company's significant
subsidiary. Accordingly, risk factors that pertain to Synergx are significant in
understanding the Company.

         i. Nature of Fire Communication Business. Synergx's business is
dependent in part on its ability to design, produce and/or market equipment and
systems which are responsive to market demand and government regulation. There
can be no assurance that Synergx will identify such market requirements for its
systems or will be able to respond quickly enough to retain or improve its
market position. Because Synergx obtains components and accessory equipment from
other sources of supply, to some extent it will be dependent on these parties to
design and manufacture items which can be operated as part of Synergx's systems.
Synergx does not have and does not expect to obtain patents for its systems
because Management believes that patents would not provide cost-effective
protection due to the dynamic evolving nature of Synergx's technology. Instead,
Synergx relies on trade secret protection and confidentiality agreements.
Synergx has obtained United States trademark registration, but there can be no
assurance that competitors will not develop competitive technology substantially
similar to or better than Synergx's systems, or that competitors may not be able
to use a trade name similar to Synergx's, which could result in a loss of sales.



<PAGE>



Synergx's current business depends on the construction industry in Metropolitan
New York and Dallas, Texas, which may be subject to significant downturns from
time to time, and a reduced demand for Synergx's products and services.

         ii. Dependence on Key Employees. The business of Synergx is dependent
on a nucleus of expertise provided by a group of key persons in both technical
and management positions. The loss of any of these individuals or the inability
of Synergx to recruit persons employed by companies which may be acquired in the
future could have a material adverse effect on the conduct of Synergx's business
and accordingly, Mirtronics business.

         iii. Product Liability. Synergx is engaged, to a significant degree, in
the business of designing, manufacturing, installing, marketing and/or servicing
systems to detect and report fires, unauthorized entries and hazardous
conditions for the purpose of helping to safeguard lives and property. Should a
fire or other calamity occur at a location served by Synergx's system, claims
alleging that Synergx's systems or services contributed to death, personal
injury or property damage could be made. Even if such claims are unwarranted,
the cost of defending such litigation could adversely affect Synergx's financial
condition, especially if they exceed Synergx's insurance limits.

         iv. Competition. Synergx's industry is highly competitive and competes
with numerous national, regional and local firms. Certain of these competitors
have greater financial and business resources than Synergx and are better able
to respond to the market and regulatory demands and trends described above.
Synergx has certain proprietary products and systems. Synergx believes that it
can effectively compete with these entities but, there can be no assurance that
Synergx will be able to do so.

ITEM 4.           INFORMATION ON THE COMPANY

A. History and development of the Company

     Mirtronics  Inc.,  (the  "Company") is a holding company which holds equity
interests in a variety of companies engaged in data communications. At September
30, 2002, the Company held 31.3% (with the right to increase such holdings up to
approximately 41.0%) of Synergx Inc., a Delaware corporation ("Synergx"),  which
is engaged in the design,  manufacture,  sale and servicing of fire control/life
safety,  transit  communications  and other  data  communications  products  and
systems. On October 17, 2002, the Company disposed of a 7.5% interest in Synergx
reducing its holdings to 23.8%. As a result,  the Company will no longer enjoy a
parent- subsidiary  relationship and the investment in Synergx will be accounted
for on the equity basis.

     The Company was incorporated under the Business  Corporations Act (Ontario)
by Articles of  Incorporation  dated March 20,  1985.  By Articles of  Amendment
dated  April  30,  1985,  the  name  of  the  company  was  changed  to  Mirtone
International, Inc.

     By Articles of Amendment  dated  February 2, 1988,  the name of the Company
was changed to  International  Mirtone Inc.,  and the Company was  recapitalized
whereby each two issued shares,  whether  Common shares or Class A Shares,  were
exchanged  for one new  Common  Share  and  one  Non-Voting,  Non-Participating,
Cumulative, Redeemable Preference Shares, Series 1 ("New Preference Shares").

     By Articles of Amendment  dated  February 21, 1990, the name of the Company
was changed to its current name, Mirtronics Inc.


     The registered and principal  offices of Mirtronics Inc. are located at 106
Avenue Road, Toronto, Ontario M5R 2H3. (416) 920-0500.



<PAGE>


         By Articles of Amendment dated May 15, 1997, the Company recapitaized
whereby each  Share was exchanged for one Non-Voting,
Non-Participating, Non- Cumulative, Redeemable Convertible (until December 31,
1997) Class B Preference Share.


SYNERGX SYSTEMS INC.

         Synergx Systems Inc. (formerly known as Firetector Inc. ) ("Synergx")
is a Delaware corporation organized in October 1988 to acquire controlling
interests in companies engaged in the design, manufacture, sale and servicing of
fire, life safety security, energy management, intercom, audio-video
communication and other systems. Reference to Synergx or the Company include
operations of each of its subsidiaries except where the context otherwise
requires.

Synergx conducts its business in New York principally through Casey Systems
Inc., its wholly owned subsidiary located in Long island, New York ("Casey") and
in Texas through General Sound (Texas) Company its wholly owned subsidiary in
Dalls, Texas ("General Sound").

B.  Business overview

Products
         Synergx has developed sophisticated flexible technology to meet the
increasing public demands for and greater government regulation of fire alarm
and life safety systems in major commercial, residential, hotel and industrial
buildings. To meet these demands, Synergx committed to a multi-million dollar
R&D program which led to the COMTRAK(R) 1720 Life Safety System and its
successor, the COMTRAK(R) 2000 Life Safety System that features computerized
multiplex technology.

          COMTRAK 1720 and 2000 Systems are operating in approximately 100
buildings in New York City. Synergx has approvals from FM Approvals and various
New York City agencies for the COMTRAK 1720 and COMTRAK 2000 System.

          FM Approvals is an independent testing and certification laboratory
similar to Underwriters Laboratory. In order for Synergx to sell and maintain
their proprietary fire alarm systems, certification from an approved independent
testing agency is required. Without this certification, Synergx would not be
allowed to produce and maintain its fire systems for its existing customer base,
as well as new customers.

         Neither Synergx, nor its officers or directors has any affiliation with
FM Approvals.

         Multiplex technology is a term that is used in the industry to define
the system architecture of Synergx's equipment. All multiplex technology has
basically the same concept with variation for specific equipment.

Service
         Synergx continues to put an increasing priority on the development
integrated and efficient service organization.Sales personnel have been
dedicated to securing service contracts and are intensifying efforts to market
service to COMTRAK and other Synergx



<PAGE>



projects coming out of warranty and the renewal of such contracts. To improve
efficiencies and productivity, Synergx organized a division to perform cleaning
on life safety systems, which was previously subcontracted to an external
entity. To improve customer service, Synergx maintains an office in New York
City which houses its New York service management.

Customers and Suppliers
         For the fiscal years ended September 30, 2002, 2001, and 2000, no
customers accounted for more than 10% of Synergx's revenues. During the fiscal
years ended September 30, 2002, 2001, and 2000, no supplier accounted for more
than 10% of Synergx's material purchases. No supplier dominates Synergx's
sources of supply and all components can be secured from a variety of sources.

Competition
         Synergx's business is competitive; some of Synergx's competitors may
have greater financial resources and may offer a broader line of fire and life
safety products. Synergx also faces competition in the servicing of systems
which it sells. Accordingly, even though Synergx may sell and install a fire and
life safety control and communications system, it may not receive the contract
to service that system. Synergx, however, believes that it can effectively
compete in the market, in particular, through the adaptability of the COMTRAK(R)
2000 to the systems of its competitors.

Research and Development
         During the fiscal years ended September 30, 2002, 2001 and 2000,
Synergx spent approximately US$149,000, US$142,000, and US$135,000 respectively,
for research and development of Synergx's life safety and communication systems.


Financing
         The Company, through a wholly owned subsidiary, is the record holder of
586,311 shares of Synergx's common stock, constituting approximately 31.3% of
Synergx's equity and has the right to acquire up to approximately 41.0% of the
common stock of Synergx by exercising a warrant, which expires December 31,
2003, to purchase 310,000 shares of Synergx common stock at US$1.02 per share.
In addition, the Company has the right, pursuant to an agreement between Synergx
and the Company, to designate a majority of the Board of Directors of Synergx.

C. Organizational Structure.

     Mirtronics Inc.  comprises the Company's  wholly owned  subsidiaries,127627
Ontario Limited,  646056 Ontario Limited,  767705 Ontario Limited, each of which
is organized in Canada. In addition,  the Company,  at September 30, 2002, had a
31.3%  interest in Synergx  Systems Inc., a corporation  organized in the United
States.

D. Property, plants and equipment.

         The Company's executive offices, shared with a number of other
corporations, are located at 106 Avenue Road, Toronto, Ontario, Canada M5R 2H3.
The Company's cost for such offices is borne, on a pro-rata basis with other
entities utilizing common management services.



<PAGE>



         Synergx has no properties of its own but has its executive offices in
the same location as Casey's office, warehouse and manufacturing facilities.
Casey leases approximately 15,700 square feet of office, manufacturing and
warehouse space in Syosset, New York under a seven year lease expiring June,
2007. The rental schedule provides for monthly rent of $13,966 during the first
and second years of the initial term and 3.3% yearly increases for the third
through seventh years.

         Casey has a lease for approximately 4,800 square feet of office and
warehouse space in New York City. The lease term runs through December 31, 2009.
The lease agreement provided for annual rental fees of 84,000 during the first
year plus expenses with yearly escalation of 2% each year thereafter.

         General Sound leases a 7,700 square foot office and warehouse facility
in Richardson, Texas, a suburb of Dallas, pursuant to a lease that was extended
in October, 1997 and extended again in August, 2002 to expire on June 30, 2010
providing for annual rent on a net basis of $50,152 escalating annually to
$64,016 in the final year of the lease.


ITEM 5.           OPERATING AND FINANCIAL REVIEW AND PROSPECTS


The Company follows accounting principles generally accepted in Canada.
Differences between generally accepted accounting principles in Canada and those
applicable in the United States are summarized below.

The Company translates the results of its U.S. subsidiary into Canadian dollars
using the temporal method which is required for a vertically integrated
subsidiary. Under United States generally accepted accounting principles, the
translation gains and losses on long-term items are not recognized until
realized and are reported as separate components of shareholders' equity.

Under Canadian accounting principles, the investment in Synergx is being
consolidated when control of the investee's voting shares exist, although the
Company owns less than 50% of the voting shares (Note 1(c)). Under United States
accounting principles, the investment is accounted for under the equity method
when there is a significant influence over an investee, which is deemed to exist
when the investor owns from 20 to 50% of the investee's voting shares.

Under the Canadian accounting principles, temporary investments are carried at
market value only when the market has declined below the carrying value. Under
United States accounting principles, temporary investments which are considered
trading securities are carried at fair market value. Consequently, any holding
gains or losses are accounted for as if realized.



RESULTS OF OPERATIONS
General. The following table sets forth items derived from the consolidated
statement of earnings expressed in thousands of dollars for each of the three
years ended September 30, 2002, 2001 and 2000. Percentages are expressed as a
percentage of revenue for each of the three years presented.


                              2002                2001               2000
Revenue                 $26,617   100.0%   $30,616   100.0%    $28,111  100.0%
Gross profit              8,062    30.3%     9,806    32.0%      9,225    32.8%
Expenses                  8,866    33.3%     8,220    26.8%      7,864    28.0%
Earnings (loss) from
 operations                (804)   (3.0%)    1,585     5.2%      1,360    4.8%
Net earnings (loss)        (926)   (3.5%)      467     1.5%        141    0.5%


Revenue. The decrease in 2002 was as a result of a decrease in Synergx's product
revenues  by 24% from the prior  year.  The  decrease  was caused by the general
slowdown  in economic  activity in  Synergx's  principal  markets,  New York and
Dallas.  In  addition,  the events of  September  11th  delayed  work on several
projects  involving  New York  City  Transit  Authority  and  caused  indefinite
postponement of projects at existing customer facilities.

Subcontract  revenue  increased in 2002 as Synergx,  acting as prime contractor,
was  responsible  for  electrical  installation  on  several  large  fire  alarm
projects.

Service revenue  increased by 4% in fiscal 2002. The increase in service revenue
resulted from higher call-in  maintenance  service on fire systems  (replacement
parts and service  required by  buildings  affected  by  contamination  from the
events of  September  11th)  and from  increased  revenue  related  to  security
systems.

Synergx's order  position,  excluding  service,  increased to US$12.1 million at
September  30, 2002 compared to US$7.8  million at September  30, 2001.  Synergx
expects to fulfill a  significant  portion of its  backlog  over the next twelve
months.  The high level of backlog  reflects recent large new orders for several
subway complexes that will be deliverable over several years as the projects are
released. In addition,  the backlog includes US$2.2 million of recent orders for
communication  and announcement  systems from several transit car  manufacturers
that will be shippable over the next 24 month period.  While quotation  activity
is brisk,  there is no  assurance  when orders will be received  and whether the
order position will increase.  Due to the fact that Synergx's  products are sold
and installed as part of larger construction or mass transit projects,  there is
typically  a  delay  between  the  booking  of  the  contract  and  its  revenue
realization.  The order  position  includes,  and Synergx  continues  to bid on,
projects  that  might  include  significant   subcontractor  labour  (electrical
installations  performed  by  others).  Synergx  expects to be active in seeking
orders where it would act as the prime  contractor  and be  responsible  for the
management of the project as well as electrical installation.


Gross Profit
2002 Gross profit from product revenues decreased 27% primarily as a result of
the 24% decline in product sales. This decrease in gross profit was due to the
relative fixed nature of certain overhead costs which could not be reduced in
line with the decline in sales.

Gross profit from subcontract  revenue increased in absolute terms,  however the
margin was lower as one large project was  contracted for at a lower than normal
mark up.  The  decrease  in gross  profit on  product  sales  and  subcontractor
revenues was offset by an increase in gross  profit and gross  profit  margin on
service  revenues due to higher  call-in  maintenance  service which resulted in
better utilization of labor costs.

Selling and Administrative  Expenses.  Selling and administrative  expenses as a
percentage  of sales were 32.3% for fiscal 2002,  compared to 25.8% for the year
ended  September 30, 2001 and 26.3% for the year ended  September 30, 2000.  The
increase in selling and  administrative  expense during 2002 reflects  Synergx's
continued  expansion of its  marketing  programs for new  products.  During 2001
Synergx  increased  staffing in the railcar  transit  communication  group as it
addressed  a  marketing  opportunity  for future  business  over the next 2 to 5
years.  However,  selling and administrative  expenses, as a percentage of sales
increased 6.5% in 2002 due to the fixed nature of these costs,  given  Synergx's
decision to staff for sales of new products in future years.

Net  Income.  After  giving  effect  to  non-controlling  interest  in  Synergx,
Mirtronics  incurred a (loss) for the year  $(926,013)  compared  to earnings of
$467,592 in 2001 and $140,765 in 2000.  The  decrease in net income  during 2002
was  primarily due to the loss of gross margin due to the 24% decline in product
revenues  caused by the general  slowdown in  economic  activity  and delays and
postponements in certain projects caused by the events of September 11th and the
increase in selling and administrative  expenses to support higher product sales
and  expanded  product  territory  offset,  in  part,  by lower  interest  costs
primarily due to lower  interest  rates during 2002.  Also  affecting net income
were  losses  experienced  as a result of the sale of shares of Synergx  and the
dilution of investment caused by the issuance of additional shares by Synergx.

Income Taxes. The effective income tax rate for continuing  operations was 7.0%,
34.0% and 52.3% during the fiscal years ended  September 30, 2002, 2001 and 2000
compared with combined statutory rates of 39.1%,  42.1% and 44.3%  respectively.
The major  reasons for the  variations in all periods were  non-taxable  foreign
exchange  gains and losses and minimum  tax. In  addition,  the 2002 expense was
affected by the adjustment of future income taxes  reflecting the changes in the
combined  statutory  rate and a reserve  provided  against  the  realization  of
non-capital losses carried forward.

Inflation.  The impact of inflation on Mirtronics  business  operations  has not
been  material in the past.  Synergx's  labour costs are normally  controlled by
union  contracts  covering a period of three years and its  material  costs have
remained  relatively stable.  However, in July 2002 Synergx and its union agreed
to a new three-year contract that provides for wage/benefits  increases of 5% in
each year.

LIQUIDITY AND CAPITAL RESOURCES

Mirtronics  principal  sources  of  liquidity  are  cash  on  hand,   marketable
securities,  cash flow from  operations  and  unused  borrowing  capacity  under
existing lines of credit.

Synergx,  Mirtronics' principal  subsidiary,  has a US$3 million credit facility
with Citizens Business Credit of Boston (the "Credit  Facility") that expires in
December,  2004. The Credit  Facility has an interest rate of prime plus 1/4% on
outstanding balances.  Advances under the Credit Facility are measured against a
borrowing base  calculated on eligible  receivables  and  inventory.  The Credit
Facility  is secured by all of the  assets of Synergx  and all of its  operating
subsidiaries. The Credit Facility includes various covenants, which, among other
things,  impose  limitations on declaring or paying dividends,  acquisitions and
capital  expenditures.  Synergx is also required to maintain  certain  financial
ratios. Citizens Business Credit of Boston has modified the requirements for one
of these ratios for the fiscal year 2002. At September 30, 2002, Synergx was not
in default under any of its financial covenants as a result of this modification
and at such time owed US$848,000 under the credit facility.

The Company's working capital decreased to $9,389,706 at September 30, 2002 from
$10,123,772  at September 30, 2001 and  $9,327,324  at September  30, 2000.  The
ratio of current assets to current liabilities  increased to 2.75:1 at September
30, 2002 from 2.57:1 at September 30, 2001.

At  September  30,  2002,   Mirtronics'   accounts  and  notes  receivable  were
$8,010,629,  compared to  $10,333,211  at September  30, 2001 and  $9,257,762 at
September 30, 2000.  The changes during 2002 and 2001 were primarily a result of
the fluctuations in sales volumes experienced by the Company during both years.

Synergx's  terms  of sale  are  net 30  days.  However,  the  normal  receivable
collection  period is 60-120  days,  exclusive  of  retainage,  because  certain
governmental  regulations  and  Synergx's  frequent  status  as a  subcontractor
(entitled to pro rata payments as the project is  completed)  extends the normal
collection  period.  Synergx  believes  this is a  standard  industry  practice.
Synergx's  receivable  experience is consistent with the industry as a whole and
will likely  continue.  This could be  considered  an area of risk and  concern.
However,  due to the  proprietary  nature of Synergx's  systems,  many  projects
require  Synergx's  co-operation to secure a certificate of occupancy  and/or to
activate/operate a life safety system, thus assisting Synergx's  collection of a
significant  portion or total  payment,  even when Synergx's  immediate  account
debtor's (contractor) creditors have seized a project.

Mirtronics (including  subsidiaries) had lease commitments with aggregate rental
payments of $576,336 during the current year.






<PAGE>



ITEM 6.           DIRECTORS, SENIOR MANAGEMENT and EMPLOYEES


         The Officers are elected the same date by the Board of Directors.

         The Corporation's Board of Directors consists of seven directors and
following are the nominees for election thereto for the next fiscal year:
<TABLE>
<CAPTION>
                                                                                             Number Of Shares
Name                      Principal Occupation                Director Since                Beneficially Held (1)
<S>                       <C>                                                                <C>
Mark I. Litwin            President, Mirtronics Inc.          February 21, 1990              4,805,815 Common (2)

Fred A. Litwin            Executive                           April 26, 1985                 1,059,133 Common (3)

Henry Schnurbach          President & C.E.O.,                 November 5, 1988               3,500 Common
                          Polyair Inter Pack Inc.

Alan Kornblum (4) (5)     President, Distinctive Designs      June 4, 1991                   Nil
                          Furniture Inc.

Irwin Singer (4) (5)      Barrister & Solicitor, Private      March 9, 1993                  Nil
                          Practice

Morton Litwin (4) (5)     Consultant                          January 8, 1996                20,360 Common

Stan Abramowitz           Executive                           March 16, 1999                 Nil
</TABLE>

(1)  Information as to shares  beneficially owned not being within the knowledge
     of the Corporation has been furnished by the respective directors.

(2)  4,805,815 shares indirectly through Sutton

(3) Indirectly through one or more companies.

(4) Member of Audit Committee.

(5) Member of Corporate Governance Committee.


Information Concerning Directors of Mirtronics


Mark Litwin - President and Director
Mr. Litwin has a BA Honors in Economics  and a MBA degree from York  University.
Mr.  Litwin has held the  position as President of  Mirtronics  since 1990.  Mr.
Litwin is  President  and a  Director  of  Genterra  Investment  Corporation,  a
position he has held since 1987.  Mr.  Litwin is also a director  and officer of
other corporations affiliated with Forum Financial Corporation,  a Toronto based
private  investment   management   organization.   Mr.  Litwin  has  significant
experience in the management of commercial and industrial real estate.

Stan Abramowitz - Secretary, Chief Financial Officer and Director
Mr.  Abramowitz  has a B.Comm  and a B.Acc  degree  from the  University  of the
Witwatersrand  and is a  Chartered  Accountant.  Mr.  Abramowitz  has  held  the
position as Chief Financial  Officer of Mirtronics since 1989. Mr. Abramowitz is
Secretary and Chief  Financial  Officer of Genterra  Investment  Corporation and
Forum,  positions he has held since 1989. Mr.  Abramowitz is also a director and
officer  of  other  corporations  affiliated  with  Forum.  Prior  to  1989  Mr.
Abramowitz  worked  for a number of years as a  Chartered  Accountant  in public
practice.

Fred Litwin - Director
Mr.  Litwin has been a Director  of  Mirtronics  since 1985.  Mr.  Litwin is the
President and principal  shareholder of Forum Financial  Corporation,  a Toronto
based private investment  management  organization with controlling interests in
companies  engaged  in  the  packaging,  furniture,  real  estate,  and  finance
industries.  Mr.  Litwin is also a director  and  officer of other  corporations
affiliated with Forum.

Henry Schnurbach - Director
Mr.  Schnurbach  has a Bachelor  of  Commerce  degree  from Sir George  Williams
University and is a Certified  Management  Accountant in Ontario. Mr. Schnurbach
has been a Director of Mirtronics since 1988. Since 1991 Mr. Schnurbach has been
the President and Chief  Executive  Office of Polyair Inter Pack Inc. an Ontario
corporation  registered  under the  Exchange  Act and traded on the  Toronto and
American Stock Exchanges.

Irwin Singer - Director
Mr. Singer has been a Director of Mirtronics  since 1993.  Mr. Singer is also a
Director of Genterra Investment Corporation,  a position he has held since 1991.
Mr.  Singer has been a Barrister  and  Solicitor in private  practice in Toronto
since 1962.

Alan Kornblum - Director
Mr. Kornblum has a Bachelor of Business Administration from York University. Mr.
Kornblum has been a Director of Mirtronics  since 1991.  Mr.  Kornblum is also a
Director of Genterra Investment Corporation,  a position he has held since 1992.
Since 1988, Mr. Kornblum has been the President of Distinctive Designs Furniture
Inc., a Toronto based manufacturer of upholstered furniture.

Morton Litwin - Director
Mr. Litwin has been a Director of Mirtronics since 1996. Mr. Litwin is also a
Director of Genterra Investment Corporation,  a position he has held since 1997.
Mr. Litwin is a director of a number of public and private corporations, and for
the past 10 year has been a consultant.



         The term of office of each person so elected will be from the date of
the Meeting at which he is elected until the next Annual Meeting of the
Corporation or until his successor is elected or appointed.

         The Corporation does not have an executive committee of its Board of
Directors.

(b) Fred A. Litwin is the father of Mark I. Litwin. Morton Litwin is the brother
of Fred A. Litwin, There are no other family relationships between any Director
or Executive Officer and any other Director or Executive Officer. There are no
arrangements or understandings between any Director or Executive Officer and any
other person pursuant to which the Director or Executive Officer was selected.

         For the fiscal year ended September 30, 2002, the Company's and its
subsidiaries' executive officers, directors and senior management (4 persons)
received an aggregate of $720,984 as a group.


         The following table provides a summary of compensation earned during
each of the Company's last three completed fiscal years by the Corporation's
Chief Executive Officer and Vice President. There are no other executive
officers of the Corporation whose total salary and



<PAGE>



bonus exceeded $100,000.00 during any such year.
<TABLE>
<CAPTION>

                                          Annual Compensation                   Long Term Compensation

                                                                                     Number of
  Name and                                            Other Annual                   Common Shares
  Principal Position      Year    Salary    Bonus     Compensation                   Under Options
  --------------------------------------------------------------------------------------------------------------
<S>                       <C>     <C>                 <C>                            <C>
  Mark I. Litwin          2000    $5,000        -     $24,000 (1)                    100,000
     President & Chief    2001    $5,000        -     $24,000 (1)                    100,000
     Executive Officer    2002    $5,000        -     $24,000 (1)                    100,000


  Daniel S. Tamkin(2)     2000    $108,950  $29,446   $ 8,245                        100,000
     Chairman and         2001    $133,554  $30,702   $ 8,597                        100,000
       CEO of principal   2002    $152,571  $15,729   $ 8,808                        100,000
        subsidiary

  John Poserina (3)       2000    $182,565 $44,169    $ 8,245                               -
                          2001    $216,449 $46,053    $ 8,597                               -
                          2002    $237,508 $31,458    $ 8,808                               -

  Joseph Vitale(4)        2000    $166,370 $44,169    $ 8,834                               -
                          2001    $199,563 $46,053    $ 9,211                               -
                          2002    $220,206 $31,458    $ 9,438                               -
</TABLE>

  Note:

     (1)  The amounts in this column relate to an annual  management fee paid by
          the Corporation to Sutton for management and  administrative  services
          provided to the Corporation.

     (2)  The  amounts  paid to Mr.  Tamkin were paid from a  subsidiary  in his
          capacity as Chief Executive Officer of that subsidiary.

     (3)  The amounts paid to Mr.  Poserina  were paid from a subsidiary  in his
          capacity as Chief Financial Officer ans Secretary of that subsidiary.

     (4)  The  amounts  paid to Mr.  Vitale were paid from a  subsidiary  in his
          capacity as Chief Operating Officer of that subsidiary.


         The Company has no pension, retirement or similar plans and none are
proposed at the present time; accordingly, no amounts have been set aside or
accrued by the Company for such plans.

Committees
         The board and its committees (consisting of an Audit Committee and
Corporate Governance Committee) operate efficiently and are available to
consider the views of management and investors concerning their needs and
decisions affecting the Corporation. All committees have at least one member who
is not an officer or employee of the Corporation or any of its affiliates.

Audit Committee
         The Audit Committee operates under guidelines established by the
Canadian Securities Administrators in 1990 and follows recommendations of the
Corporation's outside auditors to enhance the effectiveness of those published
guidelines. In addition to carrying out its statutory legal responsibilities
(including review of the Corporation's annual financial statements prior to
their presentation to the board) the Audit Committee reviews all financial
reporting, including interim financial statements and management's discussion
and analysis in



<PAGE>



the Corporation's annual report. The Committee meets with the Corporation's
external auditors and with members of management at least twice a year (and more
frequently as necessary) to assist it in the effective discharge of its duties.
The Audit Committee also recommends to the board the auditors to be appointed as
the Corporation's auditors at the Annual Meeting and terms of their
remuneration.

Corporate Governance Committee
As indicated above, the Corporation has established a Corporate Governance
Committee with general responsibility for developing the Corporation's approach
to governance issues including recommending to the board limits to management's
responsibilities. At present, in addition to those matters which must by law be
approved by the board, management is required to seek board approval for any
transaction which is out of the ordinary course of business or could be
considered to be "material" to the business of the Corporation. As a matter of
practice, all significant decisions affecting the Corporation and its
subsidiaries are approved by the board of directors prior to their
implementation.

The Corporate Governance Committee also has responsibility for recommending to
the board internal guidelines on corporate governance issues in the context of
the Corporation's particular circumstances and to recommend the making of
appropriate adjustments as necessary to accommodate the changing needs of
investors and the Corporation in the context of the TSE By-law's guidelines. The
assessment of board performance is within the mandate of this Committee, as is
the identification of characteristics required in new board members. However,
the actual nomination of new board members remains with the board of directors
of the Corporation which has, in the past, identified individuals which the
board believes have had the experience and training necessary to meet the needs
of the Corporation.

         Options to Purchase Securities from Company or Subsidiaries

         The Company has a Stock Option Plan (the "Plan") which provides for the
granting of options to directors, officers and employees of the Company and its
affiliates to purchase the Company's Common shares. The Plan is designed to
assist the Company in attracting, retaining and motivating its key personnel by
providing a means for participating in the future of the Company. The Plan is
administered by the board of directors of the Company who have the discretion to
choose from time to time from among full-time employees, officers and directors
of the Company and its affiliates those persons to whom options are granted and
the number of Common shares of the Company covered by each such grant. The Plan
provides that the maximum number of Common Shares in the capital of the Company
that may be reserved for issuance for all purposes under the Plan shall be equal
to 600,000 Common Shares. Any Common Shares subject to a share option which for
any reason are canceled or terminated without having been exercised shall again
be available for grant under the Plan.

         The Plan provides that the maximum number of Common Shares which may be
reserved for issuance to any participant pursuant to share options may not
exceed 5% of the Common Shares outstanding at the time of grant (on a
non-diluted basis) less the aggregate number of Common Shares reserved for
issuance to such person under any other option to purchase Common Shares from
treasury granted as a compensation or incentive mechanism. The maximum number of
Common Shares that may be issued to any one insider and its associates within a
one year period may not exceed 5% of the outstanding issue.



<PAGE>




         Under the Plan the maximum number of Common Shares that may be reserved
for issuance to insiders of the Company is limited to 10% of the Common Shares
outstanding at the time of the grant (on a non-diluted basis) less the aggregate
number of Common Shares reserved for issuance to insiders under any other share
compensation arrangement. The maximum number of Common Shares that may be issued
to insiders of the Company within a one-year period may not exceed 10% of the
outstanding issue.

         The names and titles of the Officers, Directors and employees of the
Company and/or its subsidiaries to whom options have been granted and the number
of shares subject to such options are set forth in the following table. As at
May 23, 2003 options to purchase an aggregate of 270,000 of the Company's Common
Shares have been issued to the following officers and directors of the Company.

<TABLE>
<CAPTION>
                                                    Number of               Exercise          Expiration
      Name                      Title               Shares1,2                Price               Date
      ----                      -----               ------                   -----               ----
<S>                            <C>                 <C>                      <C>              <C>
Mark I. Litwin                 President
                               & Director          100,000 Common           $0.125           Nov. 30, 2005

Daniel S. Tamkin               Chairman and        100,000 Common           $0.125           Nov. 30, 2005
                               CEO of principal
                               subsidiary

Stanley Abramowitz             Secretary            50,000 Common           $0.125           Nov. 30, 2005

Morton Litwin                  Director             20,000 Common           $0.125           Nov. 30, 2005

</TABLE>


--------
1
     Limited to 20% of total number of shares optioned, annually, on a
cumulative basis.
2
     All Options are subject to the individuals continuing in office or
employment.



<PAGE>



ITEM 7.           MAJOR SHAREHOLDERS and RELATED PARTY TRANSACTIONS

         The following table lists all persons who own more than 5% of the
Company's voting securities and the total amount of the Company's voting
securities owned by the Officers and Directors as a group as of March 12, 2002:
<TABLE>
<CAPTION>

                                        Identity of Person       Number of              Percentage             Voting

Title of Class                               or Group           Shares Owned            of Class             Percentage
--------------                          ------------------      ------------            ----------           ----------
<S>                                     <C>                      <C>                      <C>                 <C>
Common Shares                           Sutton Management
                                        Limited (1)              4,805,815                37.4%               37.3%

Common Shares                           Fred Litwin(2)           1,059,133                 8.2%                8.2%

Common Shares                           Mark Litwin (3)          4,805,815                37.4%               37.3%
                                        and Risa Litwin
Class B Preference
 Shares                                 George Tsotos              198,500                11.6%                 0%

Common Shares                           All officers and
                                        directors as a
                                        group (six persons)      5,864,948                45.6%                45.6%
</TABLE>


     Information as to shares  beneficially owned not being within the knowledge
of the Company has been  furnished  by the  respective  Directors.  There are no
arrangements  known to the Company,  the  operation of which may at a subsequent
date result in a change of control of the Company.

--------

1.Sutton Management Limited ("Sutton") is an Ontario corporation wholly owned by
the  children of Fred A.  Litwin,  a Director  of the Company - Mark I.  Litwin,
President and a Director of the Company and Risa Litwin, his sister.

2. The  beneficial  ownership of shares by various  private and public  entities
controlled,  either  directly,  or indirectly by Mr.  Litwin,  a Director of the
Company.

3.The beneficial owners of the shares held by Sutton Management Limited held are
Mark Litwin, the President of the Company and Risa Litwin, his sister.




<PAGE>



B.       Related Party Transactions

         None.

ITEM 8.           FINANCIAL INFORMATION

A.       Consolidated Statements and Other Financial Information

See Item 18.

Legal Proceedings

         In the normal course of its operations, the Company has been or, from
time to time, may be named in legal actions seeking monetary damages. While the
outcome of these matters cannot be estimated with certainty, Management does not
expect, based upon consultation with legal counsel, that they will have a
material effect on the Company's business or financial condition.


B.       Significant Changes

None.




<PAGE>



ITEM 9.           THE OFFER AND LISTING

         The Company's Common Shares and Class B Preference Shares are traded on
the Toronto Stock Exchange. The following details (i) for the five most recent
full financial years: the high and low market prices; (ii) for the two most
recent full financial years: the high and low market prices for each full
financial quarter; and (iii) for the most recent six months: the high and low
market prices for each month.



Annual Information
---------------------------------------------- --- -------------------------
                           Common Shares               Class B Preferred
  1998                       $0.45      $0.065            $0.30        $0.03
  1999                       $0.30       $0.08            $0.10        $0.02
  2000                       $2.00       $0.11            $0.35       $0.025
  2001                       $0.39       $0.08            $0.10        $0.03
  2002                       $0.36       $0.13            $0.05        $0.02

--------------------------------------- --- -------------------------
Quarterly Information
--------------------------------------------- --- -------------------------
 December 31, 2000          $0.35       $0.08            $0.10        $0.05
   March 31, 2001           $0.39       $0.09            $0.09        $0.03
   June 30, 2001            $0.20       $0.10            $0.09        $0.03
 September 30, 2001         $0.17       $0.10            $0.03        $0.03
 December 31, 2001          $0.36       $0.15            $0.05        $0.03
   March 31, 2002           $0.32       $0.20            $0.05        $0.04
   June 30, 2002            $0.29       $0.14            $0.03        $0.03
 September 30, 2002         $0.31       $0.13            $0.03        $0.02


Monthly Information
------------------------------------------- --- -------------------------
 November 2002            $0.17       $0.12            $0.01        $0.01
 December 2002        No trades   No trades        No trades    No trades
  January 2003        No trades   No trades        No trades    No trades
 February 2003        No trades   No trades        No trades    No trades
    March 2003        No trades   No trades        No trades    No trades
    April 2003        No trades   No trades        No trades    No trades
      May 2003        No trades   No trades        No trades    No trades

Effective November 22, 2002, the Toronto Stock Exchange suspended trading of the
Company's shares for failure to meet the Exchange's continued listing
requirements.




<PAGE>



     The Company's Common Shares and Class B Preference Shares are quoted in the
United States on the OTC Bulletin Board. The following  details (i) for the five
most recent full financial years:  the high and low market prices;  (ii) for the
two most recent full  financial  years:  the high and low market prices for each
full financial  quarter;  and (iii) for the most recent six months: the high and
low market prices for each month.

                                  COMMON SHARES

                         Fiscal Year Ended September 30,
              2002        2001*          2000**         1999            1998
             ------------------------------------------------------------------
High Bid      0.17        0.14           0.0625         0.0625          0.4
High Ask                                 1.125          0.25            0.45
Low Bid       0.06        0.05           0.05           0.05            0.05
Low Ask                                  0.25           0.025           0.1


The following tables detail reported sales on the indicated days.

         2001            HIGH        LOW        CLOSE
  -------------------- ---------- ---------- ------------
  May 23               .0805      .0805      .0805
  June 8               .08        .08        .08
  June 12              .08        .08        .08
  July 26              .075       .075       .075
  August 8             .05        .05        .05
  October 26           .09        .075       .09
  December 17          .175       .175       .175
  December 28          .195       .195       .195
  December 31          .195       .195       .195
  -------------------- ---------- ---------- ------------


         2002            HIGH        LOW        CLOSE
  -------------------- ---------- ---------- ------------
  January 25           .17        .17        .17
  February 21          .165       .165       .165
  February 25          .17        .17        .17
  March 4              .17        .17        .17
  March 20             .17        .17        .17
  June 14              .08        .07        .08
  June 18              .085       .085       .085
  August 27            .08        .07        .08
  September 24         .12        .12        .12
  October 21           .10        .09        .10
  October28            .10        .10        .10
  October 31           .075       .075       .075
  November 4           .07        .06        .07
  December 20          .06        .06        .06
  -------------------- ---------- ---------- ------------


         2003            HIGH        LOW        CLOSE
  -------------------- ---------- ---------- ------------
  February 18          .05        .05        .05
  -------------------- ---------- ---------- ------------


* Figures represent reported sales, not Bid and Ask prices **April 27, 2000 is
the last date for which a Bid and Ask quote is available





<PAGE>



                            CLASS B PREFERRED SHARES

                                          FISCAL YEAR ENDED SEPTEMBER 30,
              2002        2001           2000**        1999             1998
              ----------------------------------------------------------------
High Bid      0.085       0.07           0.135**        0.03            0.15
High Ask                                                0.15            0.24
Low Bid       0.001       0.02           0.015**        0.02            0.03
Low Ask                                                 0.05            0.07

** Figures for FY 2000, 2001 and 2002 represent reported sales, not Bid and Ask
prices


The following tables detail reported sales on the indicated days.
         2001            HIGH        LOW        CLOSE
 -------------------- ---------- ---------- ------------
 January 3            .055       .02        .02
 May 23               .0225      .0225      .0225
 June 8               .02        .02        .02
 July 16              .055       .055       .055
 July 26              .07        .07        .07
 December 17          .015       .01        .01
 December 31          .01        .01        .01
 -------------------- ---------- ---------- ------------



        2002            HIGH        LOW        CLOSE
 -------------------- ---------- ---------- ------------
 March 4              .0225      .0225      .0225
 March 30             .02        .02        .02
 June 27              .085       .085       .085
 September 3          .015       .015       .015
 October 21           .01        .007       .01
 October 22           .007       .007       .007
 October 28           .003       .003       .003
 October 31           .001       .001       .001
 November 4           .005       .005       .005
 November 8           .0063      .0063      .0063
 November 14          .035       .035       .035



         As at May 23, 2003, the Company's shareholder register indicates that
there were 606 holders of record of Common Shares and 645 holders of record of
Class B Preference Shares. Of these, 516 record holders of Common Shares holding
an aggregate of 811,430 shares, representing approximately 6.3% of the Company's
issued and outstanding Common Shares, 567 record holders of Class B Preference
Shares holding an aggregate of 944,034 shares, representing 55.2% of Company's
issued and outstanding Class B Preference Shares, were resident in the United
States.

         Except where noted, the above quotations represent prices between
dealers, do not include retail markups, markdowns or commissions and may not
represent actual transactions.







<PAGE>



ITEM 10.          ADDITIONAL INFORMATION

A.       Share Capital

Not applicable.

B. Memorandum and articles of association

Not applicable.

C. Material Contracts

None.

D. Exchange Controls

         The Investment Canada Act (the "ICA"), which became effective on June
30, 1985, prohibits the acquisition of control of a Canadian business enterprise
in Canada by non-Canadians without prior consent of the Investment Canada Agency
(with ultimate appeal to the Federal Cabinet), unless such acquisition is exempt
under the provisions of the ICA. Both acquisition of natural resource properties
and acquisition of producing properties may be considered to be the acquisition
of control of a Canadian business enterprise for ICA purposes. The ICA also
covers acquisition of control of Canadian corporate enterprises, whether by
purchase of assets or shares. As at May 23, 2003, all of the directors of the
Company are, and 93.7% of its voting shares were owned by, Canadians. The
Company is satisfied that it complies with ICA at present and accordingly is not
a non-Canadian person as defined in ICA.

         The ICA will substantially reduce the regulatory requirements for
acquisition of interests in Canadian businesses under prior legislation, most
importantly, (i) by providing that foreign investments below specified threshold
(generally, direct acquisitions of Canadian business with gross assets less than
$5 million, or "indirect acquisitions" of businesses with gross assets less than
$50 million.) sizes have only a notification, as opposed to a substantive
review, requirement, and (ii) by liberalizing the review standards for approval.

         Apart from the ICA, there are no other limitations on the right of
non-resident or foreign owners to hold or vote securities imposed by Canadian
law or the Articles of Incorporation of the Company. There are no other decrees
or regulations in Canada which restrict the export or import of Capital,
including foreign exchange controls, or that affect the remittance of dividends,
interest or other payments to non-resident holders of the Company's securities
except as discussed at Paragraph E, "Taxation."


E.       Taxation

     The  following  is a general  discussion  of the income tax  aspects  under
Canadian law relating to ownership of  Mirtronics  Common  Shares and  Preferred
Class  B  shares.   These  income  tax  aspects  will  vary   according  to  the
circumstances  of each  shareholder,  including  his place of residence  and the
place in which he carries on business or has a permanent


<PAGE>



establishment,  as the case may be, so that a shareholder  must  investigate the
tax consequences of his personal  situation by obtaining advice from his own tax
advisor.  This  summary  does not  consider  U.S.  federal  or state  income tax
provisions  or  Canadian  Provincial  income  tax  provisions,  which  may be at
variance with the provisions contained in the Income Tax Act (Canada) and is not
intended to be, nor should it be construed as, legal or tax advice.

     Dividends  paid to a non-resident  of Canada,  including  distributions  or
redemptions  which are treated as dividends  and certain  stock  dividends,  are
subject to Canadian income tax. The Canadian non-resident  withholding tax would
be  withheld  by the  Company  who  would  remit  only  the  net  amount  to the
shareholder.  By virtue of Article X of the Canada United States Tax Convention,
which came into force on August 16, 1984,  amended under the 1995 Protocol,  the
rate of tax for  dividends  paid to a resident of the U.S. is limited to 15% (or
5% in the case of a  corporate  shareholder  owning at least  10% of the  voting
stock of the Company). In the absence of any treaty provisions,  the rate of tax
imposed would be 25% of the applicable amounts.

     Stock dividends received by non-residents from the Company would be subject
to Canadian non-resident  withholding tax as noted above, to the extent that the
paid-up  capital  of the  Company  has been  increased  as a result of the stock
dividend.

     Gain  from the sale of  Common  Shares  and  Class B  Preference  Shares of
Mirtronics  by a  non-resident  of Canada  will not be subject to  Canadian  tax
provided the  shareholder  has not held,  either  individually  or combined with
related  parties,  a  "substantial  interest"  (25% or more of the shares of any
class of Company stock) in Mirtronics,  at any time in the five preceding years.
By  virtue  of  Article  XIII  of  the  Canada-United   States  Tax  Convention,
shareholders  who are  resident  in the  United  States  and hold a  substantial
interest in Mirtronics'  Common Shares or Class B Preference  Shares will not be
subject to Canadian tax on gain from sale of the shares of the Company  provided
that the value of the shares  does not  derive  principally  from real  property
situated in Canada.

H.  Documents on Display

         Upon prior reasonable written request, documents concerning the Company
which are referred to herein may be inspected at the Company's offices at 106
Avenue Road, Toronto, Ontario.

ITEM 11.          QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK.

The primary objective of our investment activities is to preserve principal
while at the same time maximizing the income we receive from our investments
without significantly increasing risk. Some of the securities that we invest in
may have market risk. This means that a change in prevailing interest rates may
cause the principal amount of the investment to fluctuate. For example, if we
hold a security that was issued with a fixed interest rate at the
then-prevailing rate and the prevailing interest rate later rises, the principal
amount of our investment will probably decline. We currently maintain an
investment portfolio primarily of Canadian Bond obligations and Equity
Investments. The average duration of all of our investments in 2002 was less
than one year. Due to the short-term nature of these investments, we believe we
have no material exposure to interest rate risk arising from our investments.
Therefore, no



<PAGE>



quantitative tabular disclosure is required.

ITEM 12.          DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

                                     PART II

ITEM 13.          DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14.          MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
                  USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. At the period end of this
Annual Report on Form 20-F, the Company's management, including the Company's
Chief Executive Officer and Chief Financial Officer evaluated the effectiveness
of the design and operation of the Company's disclosure controls and procedures.
Based on that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer have concluded, as of the end of the fiscal year covered by
this report, that:

The Company's disclosure controls and procedures are designed to ensure that
information required to be disclosed by the Company in the reports it files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified.

That Company's disclosure controls and procedures are effective to ensure that
such information is accumulated and communicated to the Company's management,
and made known to the Company's Chief Executive Officer and Chief Financial
Officer, to allow timely decision regarding the required disclosure.

There have been no changes in the Company's internal controls over financial
reporting that have materially affected , or is reasonably likely to materially
affect the Company's internal controls over financial reporting during the
period covered by the Annual Report.

                                    PART III

ITEM 17.      FINANCIAL STATEMENTS

              The Company has elected to provide Financial Statements
pursuant to Item 18.

ITEM 18.      FINANCIAL STATEMENTS

              The financial statements included herein are the following:

              Audited Consolidated Financial Statements as at September 30, 2002

ITEM 19.      FINANCIAL STATEMENTS AND EXHIBITS

              (a) Reference is made to the "Index to Financial Statements
         and Supplemental Information set forth on page 24 of this Annual
         Report.

              (b)      Exhibits:

2.   Amalgamation  Agreement dated January 20, 2003 between  Mirtronics Inc. and
     Genterra Investment Corporation

99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (10
     U.S.C. 1350).*

* Included herewith






<PAGE>



           INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION

Consolidated Financial Statements of the Company

         Auditors' Report.....................................................

         Consolidated Balance Sheet as at September 30, 2002 and 2001.........

         Consolidated Statement of Deficit for the Years ended
           September 30, 2002, 2001 and 2000..................................
         Consolidated Statement of Earnings for the Years ended
           September 30, 2002, 2001 and 2000....................................

         Consolidated Schedule of Revenue and Expenses for
           the Years ended September 30, 2002, 2001 and 2000..................

         Consolidated Statement of Cash Flows for the Years ended
           September 30, 2002, 2001 and 2000..................................

         Notes to Consolidated Financial Statements...........................


         Schedule II - Valuation and Qualifying Accounts......................




All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted because
they are not required under the related instructions or are inapplicable, or the
information is contained in the Company's Consolidated Financial Statements or
accompanying notes and therefore have been omitted.





<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the  registrant  certifies  that it meets all of the  requirements  for
filing on Form 20-F and has duly caused this Amended  Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                               MIRTRONICS INC.



                               /s/ STANLEY ABRAMOWITZ
                               ------------------------------------------------
                               STANLEY ABRAMOWITZ,
                               Secretary




Dated: October 16, 2003



<PAGE>



                                  CERTIFICATION


I, Mark Litwin, certify that:

1. I have reviewed this annual report on Form 20-F of Mirtronics Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

     b. evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c. presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors:

     a. all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weakness in internal controls; and

     b. any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: October 16, 2003

Mark Litwin
President and Chief Executive Officer



<PAGE>



                                  CERTIFICATION


I, Stan Abramowitz, certify that:

1. I have reviewed this annual report on Form 20-F of Mirtronics Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a. designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

     b. evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c. presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors:

     a. all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weakness in internal controls; and

     b. any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: October 16, 2003

Stan Abramowitz
Chief Financial Officer

<PAGE>
                         MIRTRONICS INC.

                CONSOLIDATED FINANCIAL STATEMENTS

                       SEPTEMBER 30, 2002




<PAGE>




                                AUDITORS' REPORT

To the Shareholders of
MIRTRONICS INC.

We have audited the consolidated balance sheet of MIRTRONICS INC. as at
September 30, 2002 and 2001 and the consolidated statements of deficit,
contributed surplus, earnings and cash flows for each of the three years in the
period ended September 30, 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

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

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at September 30,
2002 and 2001 and the results of its operations and the cash flows for the three
years then ended in accordance with Canadian generally accepted accounting
principles.

The examination referred to in the above report also included the related
financial statement schedules listed in response to Item 19(a) of the Company's
annual report on Form 20-F for each of the three years in the period ended
September 30, 2002. In our opinion, the related financial statement schedules,
when considered in relation to the consolidated financial statements taken as a
whole, present fairly the information set forth therein.

On December 20, 2002, we reported separately to the shareholders of MIRTRONICS
INC. on the consolidated financial statements for the years ended September 30,
2002 and 2001 prepared in accordance with Canadian generally accepted accounting
principles without a note disclosing the summary of differences between Canadian
and United States accounting principles.



                                    [signed]
                KRAFT, BERGER, GRILL, SCHWARTZ, COHEN & MARCH LLP
                              Chartered Accountants
Toronto, Ontario
December 20, 2002



<PAGE>


CONSOLIDATED BALANCE SHEET
(Expressed in Canadian Dollars)
<TABLE>
<CAPTION>
                                                                    September 30,
                                                               2002              2001
                                                               ----------------------
<S>                                                       <C>               <C>
ASSETS

CURRENT
  Cash and cash equivalents                               $ 1,198,050       $ 1,487,206
  Short-term investments                                      483,938           284,819
  Accounts receivable (notes 2 and 5)                       8,010,629        10,333,211
  Income taxes recoverable                                    156,705             -
  Inventories (note 5)                                      3,801,782         3,544,546
  Prepaid expenses and deposits                               469,691           510,073
  Current portion of note receivable (note 3)                 100,000             -
  Future income taxes                                         537,743           396,204
                                                          ------------      ------------
                                                           14,758,538        16,556,059



NOTES RECEIVABLE (note 3)                                     600,000           700,000



PROPERTY AND EQUIPMENT (notes 4 and 5)                        553,310           530,873



FUTURE INCOME TAXES                                           301,836           629,095
                                                          ------------      ------------

                                                          $16,213,684       $18,416,027
                                                          ============      ============

</TABLE>

See accompanying notes to financial statements.

<PAGE>

CONSOLIDATED BALANCE SHEET
(Expressed in Canadian Dollars)

<TABLE>
<CAPTION>
                                                                    September 30
                                                               2002              2001
                                                               ----------------------
<S>                                                       <C>               <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                $ 4,450,770       $ 5,097,234
  Income taxes payable                                          -               396,308
  Deferred service revenue                                    707,637           716,480
  Current portion of long-term debt (note 5)                  210,425           222,265
                                                            5,368,832         6,432,287

LONG-TERM DEBT (note 5)                                     1,497,233         2,312,198
FUTURE INCOME TAXES                                            18,412             -
NON-CONTROLLING INTEREST                                    5,074,571         4,436,102
                                                           -----------       -----------
                                                           11,959,048        13,180,587
                                                           -----------       -----------
SHAREHOLDERS' EQUITY
    Capital stock (note 6)
    Issued and outstanding
         1,709,115    Preferred shares                      1,110,930         1,110,930
        12,917,581    Common shares (2001 - 13,117,581)     5,328,092         5,410,586
                                                           -----------       -----------
                                                            6,439,022         6,521,516

Contributed surplus                                           262,445           234,742

Deficit                                                    (2,446,831)       (1,520,818)
                                                           -----------       -----------
                                                            4,254,636         5,235,440
                                                           -----------       -----------
                                                          $16,213,684       $18,416,027
                                                           ===========       ===========

</TABLE>
Commitments and Contingencies (note 9)

See accompanying notes to financial statements.

Approved on Behalf of the Board

[signed]                                        [signed]
-----------------------                         ---------------------------
Director                                        Director
<PAGE>

CONSOLIDATED STATEMENT OF DEFICIT
(Expressed in Canadian Dollars)
<TABLE>
<CAPTION>
                                                                                         Year ended September 30
                                                                                 2002             2001              2000
                                                                                -----------------------------------------
<S>                                                                         <C>              <C>              <C>
Deficit at beginning of year, as previously stated                          $(1,520,818)     $(2,730,341)     $(2,920,220)

  Restatement of asset and liability method
  of accounting for income taxes                                                  -              741,931          791,045
                                                                             -----------      -----------      -----------
Deficit at beginning of year, as restated                                    (1,520,818)      (1,988,410)      (2,129,175)

    Net earnings (loss) for the year                                           (926,013)         467,592          140,765
                                                                             -----------      -----------      -----------
DEFICIT, AT END OF YEAR                                                     $(2,446,831)     $(1,520,818)     $(1,988,410)
                                                                             ===========      ===========      ===========
</TABLE>


CONSOLIDATED STATEMENT OF CONTRIBUTED SURPLUS
(Expressed in Canadian Dollars)
<TABLE>
<CAPTION>

                                                                                          Year ended September 30
                                                                                 2002             2001              2000
                                                                                -----------------------------------------
<S>                                                                             <C>              <C>               <C>
Balance at beginning of year                                                   $234,742         $234,742          $193,734

    Excess of book value over cost of shares purchased and
      subsequently cancelled                                                     27,703            -                41,008
                                                                                --------        ---------          --------
BALANCE, AT END OF YEAR                                                        $262,445         $234,742          $234,742
                                                                               =========        =========          ========
</TABLE>



See accompanying notes to financial statements.


<PAGE>
CONSOLIDATED STATEMENT OF EARNINGS
(Expressed in Canadian Dollars)

<TABLE>
<CAPTION>
                                                                                       Year ended September 30
                                                                              2002               2001            2000
                                                                             --------------------------------------------
<S>                                                                         <C>              <C>               <C>
Sales (Schedule)                                                            $26,616,978      $30,616,884       $28,111,834
Cost of sales (Schedule)                                                     18,555,088       20,810,855        18,886,653
                                                                             -----------      -----------       -----------
                                                                              8,061,890        9,806,029         9,225,181
                                                                             -----------      -----------       -----------
Expenses
  Selling and administrative (Schedule)                                       8,637,265        8,060,743         7,437,521
  Amortization                                                                  203,899          189,320           182,715
  Interest on long-term debt                                                    139,356          224,257           366,715
  Foreign exchange gain                                                      (   29,980)      (  154,092)       (   43,226)

  Other interest income                                                      (   84,226)      (   99,825)       (   79,488)
                                                                             -----------      -----------       -----------
                                                                              8,866,314        8,220,403         7,864,237
                                                                             -----------      -----------       -----------
Earnings (loss) from operations                                              (  804,424)       1,585,626         1,360,944

  Loss on issuance of shares by subsidiary                                   (   90,477)          -              ( 116,459)
  Loss on sale of shares of subsidiary                                       (  354,983)          -                 -
                                                                             -----------      -----------       -----------

Earnings (loss) before income taxes and
  non-controlling interest                                                   (1,249,884)       1,585,626         1,244,485

  Income taxes (recovery)(note 7)                                            (   87,840)         539,406           651,069
                                                                             -----------      -----------        ----------
Earnings (loss) before non-controlling interest                              (1,162,044)       1,046,220           593,416

  Non-controlling interest                                                      236,031       (  578,628)        ( 452,651)
                                                                             -----------      -----------        ----------
NET EARNINGS (LOSS) FOR THE YEAR                                            $(  926,013)     $   467,592        $  140,765
                                                                             -----------      -----------        ----------

EARNINGS (LOSS) PER SHARE (note 8)                                          $     (0.07)     $      0.04        $     0.01
                                                                             ===========      ===========        ==========
</TABLE>


See accompanying notes to financial statements.


<PAGE>

CONSOLIDATED SCHEDULE OF REVENUE AND EXPENSES
(Expressed in Canadian Dollars)

<TABLE>
<CAPTION>
                                                                                          Year ended September 30
                                                                                 2002             2001              2000
                                                                             ---------------------------------------------
<S>                                                                         <C>              <C>               <C>
SCHEDULE OF SALES
  Service revenue from third parties                                        $ 7,091,322      $ 6,676,910       $ 6,135,637
  Sales to third parties                                                     19,525,656       23,939,974        21,976,197
                                                                             -----------      -----------       -----------
                                                                            $26,616,978      $30,616,884       $28,111,834
                                                                             ===========      ===========       ===========




SCHEDULE OF COST OF SALES
  Cost of service paid to third parties                                     $ 5,003,196      $ 4,815,879       $ 4,314,506
  Purchases from third parties                                               13,551,892       15,994,976        14,572,147
                                                                             -----------      -----------       -----------
                                                                            $18,555,088      $20,810,855       $18,886,653
                                                                             ===========      ===========       ===========




SCHEDULE OF SELLING AND ADMINISTRATIVE EXPENSES
  Management fees paid to a corporate shareholder                           $    24,000      $    24,000       $    24,000
  Other administrative expenses                                               8,613,265        8,036,743         7,413,521
                                                                             -----------      -----------       -----------
                                                                            $ 8,637,265      $ 8,060,743       $ 7,437,521
                                                                             ===========      ===========       ===========
</TABLE>

See accompanying notes to financial statements.





<PAGE>

CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in Canadian Dollars)
<TABLE>
<CAPTION>

                                                                                        Year ended September 30
                                                                                2002              2001             2000
                                                                               -------------------------------------------
<S>                                                                         <C>              <C>              <C>
CASH PROVIDED BY (USED FOR):

OPERATING ACTIVITIES
    Net (loss) earnings for the year                                        $  (926,013)     $   467,592       $   140,765
    Add:  Charges (credits) to income not affecting cash
        Non-controlling interest                                               (236,031)         578,628           452,651
        Amortization                                                            203,899          189,320           182,715
        Deferred service revenue                                                 (8,843)         152,535            61,945
        Foreign exchange fluctuations on long-term items                         (8,852)         102,055            85,144
        Provision for doubtful accounts                                         158,868          (32,237)          169,076
        Future income taxes                                                     205,663          (11,490)           58,733
        Loss on issuance of shares by subsidiary                                 90,477           -                116,459
        Loss on disposal of property and equipment                                -               -                    707
        Loss on sale of shares of subsidiary                                    354,983           -                 -
                                                                             -----------      -----------       -----------
                                                                               (165,849)       1,446,403         1,268,195
  Change in non-cash components of operating working capital
        Accounts receivable                                                   2,163,714       (1,043,212)       (1,246,536)
        Income taxes recoverable                                               (156,705)           -                 -
        Inventories                                                            (257,236)         (80,510)         (113,887)
        Prepaid expenses and deposits                                            40,382         (250,468)           84,143
        Accounts payable and accrued liabilities                               (646,464)         856,383           817,655
        Income taxes payable                                                   (396,308)         (32,362)          422,845
                                                                             -----------      -----------       -----------
                                                                                581,534          896,234         1,232,415
                                                                             -----------      -----------       -----------
FINANCING ACTIVITIES
    Long-term debt repaid                                                    (1,481,640)      (1,205,338)       (1,929,790)
    Long-term debt incurred                                                     662,154          932,283         1,100,105
    Issuance of common shares by subsidiary                                     382,646                -           176,736
    Purchase of common shares for cancellation                                  (54,791)               -           (64,172)
                                                                             -----------      -----------       -----------
                                                                               (491,631)        (273,055)         (717,121)
                                                                             -----------      -----------       -----------
INVESTING ACTIVITIES
    Purchase of property and equipment                                         (226,336)        (226,224)         (280,788)
    Short-term investments                                                     (199,119)         (94,055)          (75,261)
    Proceeds on disposal of investments                                          46,396                -                 -
                                                                             -----------      -----------       -----------
                                                                               (379,059)        (320,279)         (356,049)
                                                                             -----------      -----------       -----------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                                  (289,156)         302,900           159,245

Cash and cash equivalents at beginning of year                                1,487,206        1,184,306         1,025,061
                                                                             -----------      -----------       -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                    $ 1,198,050      $ 1,487,206       $ 1,184,306
                                                                             ===========      ===========       ===========



SUPPLEMENTARY CASH FLOW INFORMATION
    Interest paid - net                                                     $    63,896      $   101,826       $   265,053
    Income taxes paid                                                           276,350          622,630           179,568
    Capital lease obligations incurred for purchase of equipment                      -                -           138,669
</TABLE>


See accompanying notes to financial statements.


<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
YEAR ENDED SEPTEMBER 30, 2002

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada, which, except as described
in Note 13, conform, in all material respects, with the accounting principles
generally accepted in the United States.

Use of Estimates

     The  preparation  of  financial  statements  in  conformity  with  Canadian
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities  and  disclosure  of  contingent   assets  and  liabilities  at
     September 30, 2002,  and reported  amounts to revenues and expenses  during
     the fiscal year. Actual results could differ from those estimates.

General

     The Company is incorporated  under the Ontario Business  Corporations  Act,
     1982.  The  Company's  subsidiaries'  operations  consist  of  the  design,
     manufacture,  marketing  and  service of a variety  of data  communications
     products  and systems  with  applications  in the fire alarm,  life safety,
     transit, security and communications industry.

Principles of Consolidation

     These  financial  statements  include  the  accounts of the Company and its
     subsidiary  companies.  Inter-company  balances and transactions  have been
     eliminated on consolidation.

Cash Concentrations

     At  September  30,  2002,  the Company had  approximately  US$73,000  (Can.
     $116,000) (2001 - US$381,000 (Can. $601,000) in financial institutions that
     is subject to insured amount limitations.

Cash Equivalents

     The Company  considers all highly  liquid  investments  with  maturities of
     three months or less when purchased to be cash equivalents.

Short-term Investments

     Short-term  investments consist of marketable  securities which are carried
     at the lower of cost and market.  At September  30,  2002,  the Company had
     marketable  securities of $483,938 with a market value of $407,244.  During
     the year, the Company sold securities for proceeds of $345,948 and realized
     a net trading loss of $59,324 against the cost of the investments.

Inventories

     Inventories  of raw materials are valued at the lower of cost  (principally
     on a first-in, first-out basis) and net realizable value.




<PAGE>



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

     Property and equipment are recorded at cost. Amortization is being provided
     for over the estimated useful life as follows:

     Machinery and equipment           -  straight-line over 3 to 10 years
     Leasehold improvements            -  straight-line over the term of the
                                                lease
     Computer equipment                -  straight-line over 3 to 10 years
     Office furniture and equipment    -  straight-line over 3 to 10 years
     Equipment under capital lease     -  straight-line over 3 to 10 years

     All  amortization  has been included in expenses and none has been included
     in cost of sales.

Foreign Exchange Translation

     The  Company's  operations  in  the  United  States  are  considered  to be
     integrated with the Company's  operations.  Monetary assets and liabilities
     are  translated  at rates of  exchange  in effect at the end of the  fiscal
     year.  Non- monetary  assets and  liabilities  are translated at historical
     rates of  exchange.  Revenue and expenses  are  translated  at the rates of
     exchange in effect at the date of the transaction.

     The  resulting  foreign  exchange  gains and  losses are  reflected  in the
     consolidated statement of earnings.

Revenue Recognition

     Product    and    subcontract    sales    are    recognized    using    the
     percentage-of-completion method. Service revenue from maintenance contracts
     is  recognized  on a  straight-line  basis  over the  terms  of  respective
     contracts  which are generally  one year.  Non-contact  service  revenue is
     recognized when the services are performed.

Deferred Service Income

     Deferred  service  income is  amortized  into  income  over the life of the
     service contract on the straight-line basis.

Concentration of Credit Risk

     Financial  instruments which potentially subject the Company to credit risk
     consist  primarily of accounts  receivable.  The Company's  operations  are
     located in two large U.S. cities,  each of which is an independent  market.
     The Company  grants credit to its customers,  principally  all of which are
     general or specialized construction contractors, none of which individually
     constitutes a significant portion of outstanding receivables. Approximately
     84% (2001 - 84%) of such outstanding  receivables are due from customers in
     New York.

     The Company places a portion of its temporary cash  investments in Canadian
     government bonds.



<PAGE>



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

     In December 1997, the Canadian Institute of Chartered  Accountants issued a
     new Handbook  Section 3465  "Accounting for Income Taxes".  This required a
     change  for the years end  September  30,  2001 and 2000 from the  deferral
     method of accounting for income taxes to the asset and liability  method of
     accounting  for  income  taxes.  Under the asset  and  liability  method of
     accounting for income, future tax assets and liabilities are recognized for
     future tax consequences  attributable to differences  between the financial
     statement carrying value and tax basis of assets and liabilities.

     Future tax assets and  liabilities  are  measured  using  enacted tax rates
     expected to apply to taxable  income in the years in which those  temporary
     differences  are expected to be recovered or settled.  The effect on future
     tax assets and liabilities of a change in tax rates is recognized in income
     in the period that the rate changes. Effective October 1, 2000, the company
     adopted  the  Handbook  Section  and  has  applied  the  provisions  of  it
     retroactively to all periods presented.

Fair Value of Financial Instruments

     The  following  methods  and  assumptions  were  used  by  the  Company  in
     estimating its fair value disclosures for financial instruments.

     The carrying  amounts of all financial  assets and liabilities  approximate
     their fair value due to the terms of these instruments.

     The Company has no financial  instruments  that have  material  off-balance
     sheet  risk or a  materially  different  fair  value  than  the  respective
     instruments carrying of disclosed value.

Stock-Based Compensation and Other Stock-Based Payments

     In December 2001, the CICA issued Handbook Section 3870, which  establishes
     standards for the  recognition  measurement  and  disclosure of stock-based
     compensation and other stock-based  payments made in exchange for goods and
     services  provided by employees and  non-employees.  The standard  requires
     that a fair  value  based  method of  accounting  be  applied  to all stock
     based-payments  to  non-employees  and to  employee  awards that are direct
     awards of stock  that call for  settlement  in cash or other  assets or are
     stock  appreciation  rights  that call for  settlement  by the  issuance of
     equity  instuments.  However,  the new  standard  permits  the  Company  to
     continue its existing policy of recording no compensation cost on the grant
     of options to employees. Consideration paid by employees on the exercise of
     stock options is recorded as share  capital.  The standard is effective for
     the Company's  fiscal year beginning  October 1, 2001 for awards granted on
     or after the date.





<PAGE>



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


1.       Investments

         Synergx Systems Inc. (formerly Firetector Inc.)

         a)       Synergx Systems Inc. ("Synergx") has granted the Company a
                  warrant to purchase 310,000 common shares, expiring December
                  31, 2003, at an exercise price of US$1.02

         b)       On consolidation, the excess of the net book value of the
                  shares acquired relative to the option price has been
                  eliminated against the non-identifiable assets.

         c)       Although the Company currently directly holds 31.3% of the
                  voting capital stock of Synergx and results of operations are
                  recorded based upon this percentage, the Company can obtain up
                  to 41.0% of the voting capital stock of Synergx by exercising
                  its warrants to acquire 310,000 common shares, with a cash
                  outlay of approximately US$316,000 from the Company. Based
                  upon this and voting agreements with other shareholders, the
                  Company would have the right to designate the majority of the
                  Board of Directors of Synergx. Therefore, the Company and
                  Synergx continue to enjoy a parent- subsidiary relationship.

2.       Accounts Receivable
<TABLE>
<CAPTION>
                                                                      2002              2001
                                                                     -------         ----------
<S>                                                                <C>              <C>
                   Accounts receivable, principally trade          $8,691,360       $10,832,915
                   Due from corporations controlled by a director      -                 17,862
                   Allowance for doubtful accounts                   (680,731)         (517,566)
                                                                    ----------       -----------

                                                                   $8,010,629       $10,333,211
                                                                    ==========       ===========
</TABLE>


3.       Note Receivable

         The note receivable from a former equity investee corporation bears
         interest at 6% per annum with semi-annual principal repayments of
         $50,000 commencing November 25, 2002.

4.       Property and Equipment
<TABLE>
<CAPTION>

                                                                                2002                                 2001
                                                            --------------------------------------------          ----------
                                                                           Accumulated
                                                               Cost         Amortization            Net               Net
          <S>                                               <C>               <C>               <C>               <C>
          Machinery and equipment                           $1,786,007        $1,415,349        $ 370,658         $ 354,423
          Leasehold improvements                                53,923             6,785           47,138            18,060
          Computer equipment                                         -                 -                -               197
          Office furniture and equipment                       210,659           176,892           33,767            26,194
          Equipment under capital lease                        184,319            82,572          101,747           131,999
                                                             ---------         ---------         --------          --------
                                                            $2,234,908        $1,681,598        $ 553,310         $ 530,873
                                                             =========         =========         ========          ========
</TABLE>


<PAGE>
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


4.       Property and Equipment (Continued)

     Amortization expense includes $27,213 (2001 - $35,074;  2000 - $32,580) for
     equipment under capital leases.

     The  accumulated   amortization  as  at  September  30,  2001  amounted  to
     $1,654,664.

5.       Long-term Debt
<TABLE>
<CAPTION>

                                                                                                  2002              2001
                                                                                               ---------         ---------
         <S>                                                                                  <C>               <C>
         Loans of US$848,240 (2001 - US$1,309,671) bearing interest
         at US prime plus 1/4% per annum (2001 - US prime plus 3/4%)                          $1,346,327        $2,067,316
         Long-term lease obligations secured by certain property and
         equipment, requiring monthly payments of US$2,556, maturing
         in various years through fiscal 2005                                                    106,117           141,370
         Note payable to a director of a subsidiary bearing interest at 4% per
         annum payable in monthly instalments of US$3,905, due January 2004                       92,981           166,445
         Other                                                                                   162,233           159,332
                                                                                               ---------         ---------
                                                                                               1,707,658         2,534,463
   Less:  Current portion                                                                        210,425           222,265
                                                                                               ---------         ---------
                                                                                              $1,497,233        $2,312,198
                                                                                               =========         =========
</TABLE>


     The aggregate  amount of  maturities of long-term  debt in each of the next
     four years is as follows:

         2003                                      $  210,425
         2004                                          92,353
         2005                                       1,404,146
         2006                                             734
                                                    ---------
                                                   $1,707,658
                                                    =========



     A  subsidiary  of the Company has a credit  facility  with a U.S.  bank for
     $4,761,600  (US$3,000,000)  through  December  2004.  The  credit  facility
     provides  for  interest at prime plus 0.25% on  outstanding  balances.  The
     credit  facility is secured by all of the assets of the  subsidiary and its
     subsidiaries.  The facility  provides for various  covenants which restrict
     the payment of dividends,  acquisitions  and capital  expenditures  and the
     subsidiary is required to maintain certain  financial  ratios. At September
     30,  2002,  the  subsidiary  was  not in  default  of any of its  financial
     covenants.



<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


6.       Capital Stock

     At September 30, 2002,  the  authorized  capital stock of the Company is as
     follows:

         An unlimited number of preferred shares, issuable in series An
           unlimited number of non-voting, non-participating, cumulative,
           redeemable, preference shares, Series 1
         An unlimited number of non-voting, non-participating, redeemable,
           non-cumulative, Class "B" preference shares
         An unlimited number of Common shares
<TABLE>
<CAPTION>

                                                                     Common                        Preferred Class "B"
                                                             Number           Amount            Number           Amount
                                                           --------        ---------         ---------        ---------
         <S>                                              <C>              <C>                 <C>             <C>
         Issued and Outstanding
         Balance September 30, 2000 and 2001              13,117,581       $ 5,410,586         1,709,115       $ 1,110,930
         Purchased for cancellation under
           normal course issuer bid                         (200,000)          (82,494)                -                 -
                                                          -----------       -----------        ----------       ----------

         Balance September 30, 2002                       12,917,581       $ 5,328,092         1,709,115       $ 1,110,930
                                                          ===========       ===========        ==========       ==========
</TABLE>


         Options

     As at September 30, 2002,  the Company had reserved  270,000  common shares
     under its employee  stock option plan for  outstanding  options  granted to
     directors,  officers and employees.  The options are  exercisable at $0.125
     and expire on November 30, 2005.

7.       Income Taxes
                                        2002            2001           2000
                                      ---------       --------       -------

         Current                     $(293,503)      $550,896       $592,336
         Future income taxes           205,663        (11,490)        58,733
                                      ---------       --------       -------
                                     $ (87,840)      $539,406       $651,069
                                      =========       ========       ========




<PAGE>



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


7.       Income Taxes (Continued)

         The difference between the effective tax rate for continuing operations
         and the combined basic federal and provincial tax rate is explained as
         follows:
<TABLE>
<CAPTION>

                                                                                    Effect on Basic Income Tax Rate
                                                                              2002               2001             2000
                                                                              ----               ----             ----
                                                                                %                 %                %
        <S>                                                                   <C>                <C>              <C>
        Income taxes computed at statutory combined
          basic income tax rate                                                39.1              42.1             44.3
        (Decrease) increase in taxes resulting from
          benefit of future tax deductible items                               (3.7)             (1.2)             3.3
        Non-taxable foreign exchange (gain) loss                                0.9              (8.4)            (2.8)
        Minimum tax                                                            (0.4)              0.6              6.4
        Other                                                                  (5.7)              0.9              1.1
        Valuation allowance in respect of utilization
         of non-capital losses                                                (23.2)                -                -
                                                                             -------           --------         -------

                                                                                7.0              34.0             52.3
                                                                             =======            ======           ======
</TABLE>


          The Company has recorded future income taxes at September 30, 2002 and
          2001 related to certain book  provisions  to be deducted in future tax
          returns. Management anticipates the return to profitable operations at
          a level that will result in the  utilization  of the  recorded  future
          income taxes.

          The components of future income tax assets consist of the following:
<TABLE>
<CAPTION>

                                                             2002              2001
                                                            -------           -------
<S>                                                       <C>              <C>
          Allowance for doubtful accounts                 $ 272,998        $  206,784
          Inventory obsolescence                            190,464           189,420
          Fixed assets                                      (18,412)          147,454
          Non-capital losses carried forward - net          356,853           454,115
          Cumulative minimum taxes                           19,264            27,526
                                                           --------         ---------
                                                          $ 821,167        $1,025,299
                                                           ========         =========
</TABLE>

8.       Earnings Per Share

          Earnings  per share has been  calculated  using the  weighted  average
          number of shares  outstanding  during the year of  13,100,914  (2001 -
          13,117,581;  2000 - 13,325,915).  The potential exercise of the issued
          options  of  the  Company  have  no  material   dilutive  effect  and,
          therefore, are not disclosed.



<PAGE>



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


9.       Commitments and Contingencies

         Leases

          The  Company is the lessee of  premises in U.S.  cities  under  leases
          expiring at various times through 2010.  Rental  expense for operating
          leases  was  $576,336  (2001  -  $526,538;  2000  -  $452,483).  As at
          September  30,  2002,  future  minimum  payments,  by year  and in the
          aggregate under  non-cancellable  operating  leases,  consisted of the
          following:

           2003                                                      631,853
           2004                                                      513,170
           2005                                                      528,496
           2006                                                      544,618
           2007                                                      475,998
           Thereafter                                                537,286
                                                                   ---------
                                                                   3,231,421
                                                                   =========


          Contingencies

          In the normal course of its operations,  the Company's  subsidiary has
          been or,  from  time to time,  may be named in legal  actions  seeking
          monetary damages.  Management does not expect, based upon consultation
          with legal counsel, that any material item exists that will affect the
          Company's business or financial condition.

10.      Related Party Transactions

          These consolidated  financial  statements include management fees paid
          to a corporate shareholder in the amount $24,000 (2001 - $24,000; 2000
          - $24,000) which are not disclosed otherwise.


<PAGE>


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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


11.      Segmented Information (in thousands of dollars)

         Segmented information for the fiscal years ended September 30, 2002,
         2001 and 2000, respectively, is as follows for continuing operations:
<TABLE>
<CAPTION>

         Geographic Segments
                                                             United
                                            Canada           States         Eliminations     Consolidated
                                            -------          ------          -----------       -------
         <S>                               <C>              <C>             <C>               <C>
         2002

         Sales to third parties            $     -          $26,617         $   -             $26,617
                                            -------          -------         --------          -------

         Net earnings (loss)               $  (435)         $  (491)        $   -             $  (926)
                                            -------          -------         --------          -------

         Total assets                      $ 2,409          $13,805         $   -             $16,214
                                            =======          =======         ========          =======



         2001

         Sales to third parties            $     -          $30,617         $   -             $30,617
                                            -------          -------         --------          -------

         Net earnings (loss)               $   (40)         $   507         $   -             $   467
                                            -------          -------         --------          -------

         Total assets                      $ 2,685          $15,731         $   -             $18,416
                                            =======          =======         ========          =======


         2000

         Sales to third parties            $     -          $28,112         $   -             $28,112
                                            -------          -------         --------          -------

         Net earnings (loss)               $  (276)         $   417         $   -             $   141
                                            -------          -------         --------          -------

         Total assets                      $ 2,361          $14,181         $   -             $16,542
                                            =======          =======         ========          =======
</TABLE>






<PAGE>



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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


12.      Subsequent Events

         a)       Effective November 23, 2002, the common and preference shares
                  of the Company were suspended from trading on the TSX Venture
                  Exchange ("TSX") for failure to meet the continued listing
                  requirements of the TSX.

         b)       On October 17, 2002, the Company disposed of a 7.5% interest
                  in Synergx, realizing a loss of $252,000 and reducing its
                  holdings to 23.8%. As a result, the Company will no longer
                  enjoy a parent- subsidiary relationship and the investment in
                  Synergx will be accounted for on the equity basis.

13.      Summary of Differences Between Canadian and United States Accounting
         Principles

         The Company follows accounting principles generally accepted in Canada.
         Differences between generally accepted accounting principles in Canada
         and those applicable in the United States are summarized below.

         The Company translates the results of its U.S. subsidiary into Canadian
         dollars using the temporal method which is required for a vertically
         integrated subsidiary. Under United States generally accepted
         accounting principles, the translation gains and losses on long-term
         items are not recognized until realized and are reported as a separate
         component of shareholders' equity.

         Under Canadian accounting principles, the investment in Synergx is
         being consolidated when control of the investee's voting shares exist,
         although the company owns less than 50% of the voting shares (Note
         1(c)). Under United States accounting principles, the investment is
         accounted for under the equity method when there is a significant
         influence over an investee, which is deemed to exist when the investor
         owns from 20 to 50% of the investee's voting shares.

         The effect on the consolidated balance sheets of the differences
         between accounting principles generally accepted in Canada and those
         accepted in the United States are summarized as follows.



<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


13. Summary of Differences between Canadian and United States Accounting
Principles (Continued)
<TABLE>
<CAPTION>

                                                               Canadian                                 U.S.
                                                              Accounting         Increase            Accounting
                                                              Principles        (Decrease)           Principles
<S>                                                           <C>             <C>                    <C>
         September 30, 2002
         Cash and cash equivalents                            $ 1,198,050     $   (295,319)(a)       $   902,731
         Short-term investments                                   483,938          (76,661)(a)           407,277
         Accounts receivable                                    8,010,629       (7,983,013)(a)            27,616
         Income taxes recoverable                                 156,705         (144,149)(a)            12,556
         Inventories                                            3,801,782       (3,801,782)(a)                 -
         Prepaid expenses and deposits                            469,691         (467,213)(a)             2,478
         Future income taxes                                      537,743         (537,743)(a)                 -
                                                                                -----------
         Total current assets                                  14,758,538      (13,305,880)            1,452,658
         Investments                                                    -        2,183,208 (a)         2,183,208
         Property and equipment                                   553,310         (553,310)(a)                 -
                                                                                -----------
         Total assets                                         $16,213,684     $(11,675,982)          $ 4,537,702
                                                                               ------------


         Accounts payable and accrued liabilities             $ 4,450,770     $ (4,113,483)(a)       $   337,287
         Deferred service revenue                                 707,637         (707,637)(a)                 -
         Current portion of long-term debt                        210,425         (210,425)(a)                 -
                                                                                -----------
         Total current liabilities                              5,368,832       (5,031,545)              337,287
         Long-term debt                                         1,497,233       (1,497,233)(a)                 -
         Future income taxes                                       18,412          (18,412)(a)                 -
         Non-controlling interest                               5,074,571       (5,074,571)(a)                 -
         Translation adjustment                                         -         (445,181)(b)          (445,181)
         Deficit                                               (2,446,831)         390,960 (a)(b)     (2,055,871)
                                                                                -----------
         Total liabilities and shareholders' equity           $16,213,684     $(11,675,982)          $ 4,537,702
                                                                               ============
</TABLE>
(a) Deconsolidation of Synergx.
(b) Effect of different translation methods.
<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


13. Summary of Differences between Canadian and United States Accounting
Principles (Continued)
<TABLE>
<CAPTION>


                                                                             Canadian                                 U.S.
                                                                            Accounting         Increase            Accounting
                                                                            Principles        (Decrease)           Principles
<S>                                                                         <C>             <C>                    <C>
         September 30, 2001
         Cash and cash equivalents                                          $ 1,487,206     $   (462,699)(a)       $ 1,024,507
         Short-term investments                                                 284,819          (22,454)(a)           262,365
         Accounts receivable                                                 10,333,211      (10,192,790)(a)           140,421
         Inventories                                                          3,544,546       (3,544,546)(a)                 -
         Prepaid expenses and deposits                                          510,073         (507,595)(a)             2,478
         Future income taxes                                                    396,204         (396,204)(a)                 -
                                                                                              -----------
         Total current assets                                                16,556,059      (15,126,288)            1,429,771
         Investments                                                                  -        2,826,666 (a)         2,826,666
         Fixed assets                                                           530,873         (524,577)(a)             6,296
         Future income taxes                                                    629,095          (94,710)(a)           534,385
                                                                                              -----------
         Total assets                                                       $18,416,027     $(12,918,909)          $ 5,497,118
                                                                                             ============


         Accounts payable and accrued liabilities                           $ 5,097,234     $ (4,859,697)(a)       $   237,537
         Income taxes payable                                                   396,308         (358,070)(a)            38,238
         Deferred service revenue                                               716,480         (716,480)(a)                 -
         Current portion of long-term debt                                      222,265         (222,265)(a)                 -
                                                                                              -----------
         Total current liabilities                                            6,432,287       (6,156,512)              275,775
         Long-term debt                                                       2,312,198       (2,312,198)(a)                 -
         Non-controlling interest                                             4,436,102       (4,436,102)(a)                 -
         Translation adjustment                                                       -         (448,838)(b)          (448,838)
         Deficit                                                             (1,520,818)         434,741 (a)(b)     (1,086,077)
                                                                                              -----------
         Total liabilities and shareholders' equity                         $18,416,027     $(12,918,909)          $(5,497,118
                                                                                             ============
</TABLE>
(a) Deconsolidation of Synergx.
(b) Effect of different translation methods.


<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


13. Summary of Differences Between Canadian and United States Accounting
Principles (Continued)
<TABLE>
<CAPTION>

                                                            Canadian                                U.S.
                                                           Accounting         Increase           Accounting
                                                           Principles        (Decrease)          Principles
         <S>                                               <C>             <C>                   <C>
         September 30, 2000
         Cash and cash equivalents                         $ 1,184,306     $   (358,852)(a)      $   825,454
         Short-term investments                                190,764           48,251 (a)          239,015
         Accounts receivable                                 9,257,762       (9,100,353)(a)          157,409
         Inventories                                         3,464,036       (3,464,036)(a)                -
         Prepaid expenses and deposits                         259,605         (257,127)(a)            2,478
         Future income taxes                                   365,351         (365,351)(a)                -
                                                                             -----------
         Total current assets                               14,721,824      (13,497,468)           1,224,356
         Notes receivable                                      700,000          272,367 (a)          972,367
         Investments                                                 -        2,411,496 (a)        2,411,496
         Fixed assets                                          493,969         (486,100)(a)            7,869
         Future income taxes                                   626,112          (51,119)(a)          574,993
                                                                             -----------
         Total assets                                      $16,541,905     $(11,350,824)         $ 5,191,081
                                                                            ============


         Accounts payable and accrued liabilities          $ 4,240,851     $ (3,892,152)(a)      $   348,699
         Income taxes payable                                  428,667         (402,384)(a)           26,283
         Deferred service revenue                              563,945         (563,945)(a)                -
         Current portion of long-term debt                     161,037         (161,037)(a)                -
                                                                             -----------
         Total current liabilities                           5,394,500       (5,019,518)             374,982
         Long-term debt                                      2,522,081       (2,522,081)(a)                -
         Non-controlling interest                            3,857,476       (3,857,476)(a)                -
         Translation adjustment                                      -         (407,930)(b)         (407,930)
         Deficit                                            (1,988,410)         456,181 (a)(b)    (1,532,229)
                                                                             -----------
         Total liabilities and shareholders' equity        $16,541,905     $(11,350,824)         $ 5,191,081
                                                                            ============

</TABLE>
(a) Deconsolidation of Synergx.
(b) Effect of different translation methods.

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)


13. Summary of Differences Between Canadian and United States Accounting
Principles (Continued)

         The effect of these differences on reported earnings is summarized as
follows:
<TABLE>
<CAPTION>

                                                                                 2002              2001             2000
                                                                               ---------        ---------          ---------
         <S>                                                                  <C>              <C>               <C>
         Net (loss) earnings from continuing operations
           Canadian accounting principles                                     $(926,013)       $ 467,592         $ 140,765
         Foreign exchange (gain) loss on long-term debt                          (8,852)         102,055            85,144
         Minority interest thereon                                                5,195          (61,147)          (51,015)
                                                                               ---------        ---------         ---------
         Net (loss) earnings for the year in accordance with
           U.S. GAAP                                                          $(929,670)       $  508,500        $ 174,894
                                                                               =========        ==========        =========




                                                                                 2002              2001             2000
                                                                               --------          --------       ----------

         (Loss) earnings per share - United States accounting
            principles - for the year                                          $(0.07)            $0.04           $ 0.01
                                                                               =======            =====           ======
</TABLE>
     Fully diluted (loss) earnings per share are anti-diluted and therefore, are
     not disclosed

    Comprehensive Income

    Financial Accounting Standards Board Statement of Financial Accounting
    Standards No. 130 "Reporting Comprehensive Income" (SFAS 130) requires
    disclosure of comprehensive income, which includes reported net earnings
    adjusted for other comprehensive income. Other comprehensive income is
    defined as the change in equity of a business enterprise during a period
    from transactions and other events and circumstances from non-owner sources.
    The following table presents comprehensive income and its components.
<TABLE>
<CAPTION>

                                                                                 2002              2001             2000
                                                                               ---------        ---------         ---------

<S>                                                                          <C>               <C>               <C>
         Net (loss) earnings in accordance with U.S. GAAP                    $ (929,670)       $ 508,500         $ 174,894
         Other comprehensive income (loss), net of tax:
           Unrealized gain (loss) on available-for-sale securities              (40,124)         (62,348)           13,287
                                                                              ----------        ---------         ---------

         Comprehensive (loss) income                                          $(969,794)       $ 446,152         $ 188,181
                                                                               =========        =========         =========

                                                                                 2002              2001             2000
                                                                               ----------      ----------        ----------
         Basic and diluted (loss) earnings per share - United States
           accounting principles - for the year                               $   (0.07)       $    0.03         $    0.01
                                                                               ==========       =========         ==========

</TABLE>



     U.S. GAAP requires investments in marketable  securities available for sale
     to be recorded at market value and all  unrealized  holding gain and losses
     reflected in the  shareholder's  equity.  Under  Canadian  GAAP,  long-term
     investments  are  carried at  historical  cost with  losses in value  being
     recognized  in income  only when the loss in value is other than  temporary
     and increase in value being recognized only when realized.



<PAGE>

SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Expressed in Canadian dollars)

<TABLE>
<CAPTION>


  COL. A                                   COL. B                       COL. C                    COL. D             COL.E
------------------------------------ ------------------ -----------------------------------  -----------------  -----------------


                                                                       ADDITIONS


                                                                (1)            Charged to
                                           Balance          Charged to           Other                                Balance
                                          Beginning          Costs and          Accounts          Deductions           End of
Description                               of Period          Expenses          -Describe          -Describe            Period
-----------                               ---------          --------          ---------          ---------            ------

<S>                                      <C>                <C>                   <C>              <C>               <C>
For the year ended September 30, 2002
  Allowance for doubtful
    accounts                             $ 517,566          $ 159,373             $ -                $ -             $ 680,731
                                                            Bad debts
                                                            $3,792(1)
For the year ended September 30, 2001
  Allowance for doubtful
    accounts                             $ 524,549           $ 44,640             $ -              $ 76,965          $ 517,566
                                                            Bad debts                             Bad debts
                                                            $25,342(1)                           written off
For the year ended September 30, 2000
  Allowance for doubtful
    accounts                             $ 355,473          $ 239,664             $ -              $ 82,234          $ 524,549
                                                            Bad debts                             Bad debts
                                                            $11,646(1)                           written off


</TABLE>




(1) These amounts represent the effect of foreign exchange fluctuations on the
allowance for doubtful accounts.


<PAGE>
                                EXHIBIT INDEX



2.   Amalgamation  Agreement dated January 20, 2003 between  Mirtronics Inc. and
     Genterra Investment Corporation *


99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (10
     U.S.C. 1350).**
---------------------------

*    Reference is made to the correspondingly  numbered Exhibit to the Company's
     Annual  Report on Form 20-F filed  with the  Commission  on June 17,  2003,
     which is incorporated herein by reference.

**   Included herewith