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

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                                   FORM 10-KSB

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

                   For the Fiscal Year Ended October 31, 2002

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

                  For the Transition Period From _____ to ____


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                         Commission File Number 0-15362


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

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

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


         Issuer's telephone number, including area code: (519) 747-1170

         Securities registered under Section 12(b) of the Exchange Act:

                                                          Name of Each Exchange
     Title of Each Class                                    on Which Registered

           None

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of class)


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


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

State issuer's revenues for its most recent fiscal year: $ 6,264,534

The  aggregate  market value of the common stock held by  non-affiliates,  based
upon the closing price of such stock as of December 31, 2002, was $ 578,024

      ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

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

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

The number of shares outstanding of the issuer's common stock as of December 31,
2002 was 4,226,988 shares.

                    DOCUMENTS INCORPORATED BY REFERENCE: none
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<PAGE>

                                  NAVTECH, INC.

                                   FORM 10-KSB

                   For the Fiscal Year Ended October 31, 2002

INDEX
<TABLE>
Part I                                                                                          PAGE
<S>      <C>                                                                                     <C>
    Item 1.   Description of Business.............................................................3
    Item 2.   Description of Property............................................................10
    Item 3.   Legal Proceedings..................................................................11
    Item 4.   Submission of Matters to a Vote of Security Holders................................12


Part II
     Item 5.  Market for Common Equity and Related Stockholder Matters...........................13
     Item 6.  Management's Discussion and Analysis or Plan of Operation..........................14
     Item 7.  Financial Statements...............................................................25
     Item 8.  Changes In and Disagreements With Accountants on Accounting and
              Financial Disclosure...............................................................26


Part III
     Item 9.  Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act..................................27
     Item 10. Executive Compensation.............................................................29
     Item 11. Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters....................................................31
     Item 12. Certain Relationships and Related Transactions.....................................34


Part IV
     Item 13. Exhibits, List and Reports on Form 8-K ............................................36
     Item 14. Controls and Procedures............................................................37


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


SIGNATURES          .............................................................................38
</TABLE>



<PAGE>

PART I

Forward-Looking Statements

This document contains forward-looking statements as that term is defined in the
federal securities laws. The events described in  forward-looking  statements we
make in this Form 10-KSB may not occur.  Generally  these  statements  relate to
business  plans  or  strategies,  projected  or  anticipated  benefits  or other
consequences of our plans or strategies,  projected or anticipated benefits from
acquisitions  that  may be  made by us,  or  projections  involving  anticipated
revenues,  earnings or other aspects of our operating results.  The words "may,"
"will,"  "expect,"   "believe,"   "anticipate,"   "project,"  "plan,"  "intend,"
"estimate,"  and  "continue,"  and their  opposites and similar  expressions are
intended  to  identify  forward-looking  statements.  We caution  you that these
statements are not guarantees of future performance or events and are subject to
a number of uncertainties, risks and other influences (including those discussed
under  "Other  Considerations"  in Item 6 below),  many of which are  beyond our
control,  that may influence the accuracy of the statements and the  projections
upon  which the  statements  are  based.  Our actual  results,  performance  and
achievements  could differ  materially  from those expressed or implied in these
forward-looking  statements.  We undertake no obligation  to publicly  update or
revise any  forward-looking  statements,  whether from new  information,  future
events or otherwise.

Dollar Amounts

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

Item 1.  Description of Business

THE COMPANY

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

On February 1, 2001,  Navtech-US  acquired  Airware  Solutions  Inc., a Canadian
company.  Airware's premier products are a Preferential Bidding System (PBS) and
an Internet-based crew-bidding program. A PBS provides for the matching of pilot
preferences with airline requirements as a means of reducing costs and improving
crew-member  quality of life. On October 31, 2002,  Airware was amalgamated with
Navtech-Canada.

Our head office is located at 2340 Garden Road, Suite 102,  Monterey,  CA 93940.
Our  principal  operations  are based at 175 Columbia  Street  West,  Suite 102,
Waterloo, Ontario, Canada, N2L 5Z5. We maintain a website at www.navtechinc.com.
Our common stock is publicly  traded on the NASD OTC  Electronic  Bulletin Board
under the symbol "NAVH".  For investor  information,  we can be reached at (519)
747-1170.

BUSINESS OF THE COMPANY

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

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

We believe that our success is generally attributable to four factors. First, we
offer best of breed  solutions  through our  retention  of a highly  skilled and
experienced  technical and flight operations workforce that combine knowledge of
both aviation and software development. Second, we also employ a highly regarded
technical  and  operations  support  team that  provides  customer  service on a
round-the-clock  basis. Third, we are focused on an often ignored segment of our
industry - the mid-sized carrier  segment..  Our North American customer base is
an enviable grouping of some of the most successful  mid-sized airlines in North
America,  and we have  recently  made the  inroads  required  to secure  the all
important launch customers for our core products in Europe.  Finally,  we have a
reputation as an entrepreneurial  organization capable of partnering and meeting
the ever-changing needs of our customers to allow them to effectively compete in
their marketplace.

Industry Overview

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

o    Significant  increases in input costs for labor,  fuel,  and most recently,
     insurance;
o    Rationalization  of routes by the major network carriers in response to the
     general economic conditions and the increased success of low fare carriers;
o    Strategic  investments  by airlines in the areas of  operational  planning,
     control, revenue and network management and customer loyalty;
o    Alliances of major airlines and their associated regional carriers creating
     virtual buying groups and substantial new competitors in market segments in
     which the individual airlines were weak;
o    Increased  outsourcing  of  non-core  business  activities  as a  means  of
     reducing costs; and
o    An increase in  collaborative  decision  making (CDM) between the different
     airspace users as a means of improving capacity and efficiency. This effort
     is to reduce the  estimated  worldwide  impact of $2 billion  annually that
     results from an inefficient air traffic management system.

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

September 11, 2001

The  tragic  events of  September  11,  2001  created a  breaking  point for the
worldwide airline industry that had been experiencing a significant  decrease in
demand  for its  product  through  most of 2001  as a  result  of the  impending
worldwide recession.  For those airlines already  experiencing  difficulties the
results were disastrous. Between September and November 2001, many airlines went
bankrupt including Ansett, Sabena,  Swissair and Canada 3000. As of December 31,
2002, two major network carriers, US Air and United Airlines,  are under Chapter
11 bankruptcy  protection and another industry giant American  Airlines has made
similar warnings.

For most  airlines,  as it relates to their  operations  department  information
technology  (IT) spending,  the lasting result of September 11 and the worldwide
recession  is a  substantial  reduction  in capital  budgets and an inability to
effectively  address  opportunities for replacement systems due to the reduction
in staffing.  These substantial  reductions in IT spending continued  throughout
most of 2002;  however,  we have  started  to see a  recovery  in demand  for IT
projects where we can demonstrate significant cost reductions for our customers.

Strategy

Our objective is to be the premier provider of a complete integrated  operations
control  system  to  the  mid-sized  airlines  in the  world.  To  achieve  this
objective,  our  strategy  consists  of a  concentrated  effort  to build on our
premier  dispatch  product line,  acquire the crew  scheduling  and  maintenance
components for our overall integrated  operations control system, and enter into
strategic  partnerships to fill out the remainder of specialty applications that
a given client may require as part of their product suite.

Market for an Integrated Airline Operations Solution

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

o    Dispatch
o    Airline Schedule and Commercial Planning
o    Crew Scheduling
o    Maintenance
o    Ground and Customer Operations

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

Current Navtech Solutions

Flight Plan Services

o    DispatchProTM . DispatchPro  provides  real-time  mission critical decision
     support to the dispatcher or airline  operations manager in the creation of
     a flight  release and the  subsequent  tracking  and  reporting  of airline
     performance. The system has been created to bring together the requirements
     of flight planning,  weather,  Notices to Airmen (NOTAMs),  communications,
     flight   schedule   maintenance,   mapping,   runway   analysis,   aviation
     communications,  third-party  integration  and  management  reporting.  The
     software  is  designed to operate on the  powerful,  scalable,  open source
     LINUX operating  system.  DispatchProTM is available  through either an ASP
     agreement,  where Navtech hosts the system and provides access,  or through
     the  purchase  of a license  and  installation  at a customer  site.  It is
     currently  used by  customers in both North  America and Europe.  The first
     version of DispatchProTM was released in March 1998 as AURORA and has since
     undergone additional development to enrich much of its functionality.

o    WebFPTM.  Released in July 2001, WebFPTM is an Internet-based,  scaled-down
     version of DispatchProTM  available to airlines whose fleet size limits the
     requirement  for the  more  sophisticated  functionality  of our  high  end
     product or for those customers  unable or unwilling to pay the higher costs
     involved  with  normal  communications  methods.  This  product  is offered
     through an ASP agreement.

NOTAM and Weather Services

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

Aircraft Performance Systems

o    V1PlusTM.  Our  V1PlusTM  service is an  aircraft  performance  engineering
     subscription  service  that is offered  to  airlines  that do not  maintain
     in-house  engineering  departments to provide regulatory  approved aircraft
     take-off and landing  performance  calculations.  Our Aircraft  Performance
     Systems group prepares  monthly manuals or CD-ROMs that provide  customized
     updated  take-off  and landing  data  specific  to various  aircraft/engine
     combinations,  flap settings and runways for  thousands of airports  around
     the world.

o    V1PlusOnboard*TM.  Our  V1PlusOnboardTM  product provides the same aircraft
     performance  data  as  V1PlusTM,  but it is  deployed  on a  laptop  in the
     cockpit.  This has some inherent  advantages since a pilot does not need to
     scan chart after chart of manual  data and  perform  complex  calculations.
     Using this product, a pilot need only enter the required  information - the
     system then calculates the maximum amount of payload.

o    V1PlusIntegrated*TM.  Our  V1PlusIntegratedTM  product  provides  the  same
     aircraft  performance  data as  V1PlusTM,  but it is  deployed  through the
     flight papers that are prepared and transmitted to the crew. As well, since
     the product is used at the time of flight plan preparation,  the dispatcher
     can  automatically  consider  aircraft  performance  limitations that would
     affect maximum take-off or landing weights.  V1PlusIntegratedTM is designed
     to  reduce  paper  and  logistics  and to  improve  accuracy  and  dispatch
     reliability.

Outsourced Services

o    OperationsCentreTM.  Our  OperationsCentreTM  service  provides  outsourced
     dispatch and crew  management  services to airlines  around the world.  Our
     capabilities include flight planning,  overflight and landing permits, slot
     control,  ground handling,  flight following,  crew roster construction and
     daily crewing. This service is targeted at small and start up carriers that
     may not be able to afford  in-house  dispatch and crew  management or those
     that have seasonal  flight  operations  and do not want to deal with annual
     hiring, training and dismissing to meet their changing requirements.

Crew Management Systems

o    CLASSTM and CLASSBidTM.  CLASSTM allows the user to match available  flying
     to an individual crew member's preferences in order to produce and optimize
     a final crew  schedule that respects  contractual  constraints  and company
     operating  requirements.  Today, our customer's pilots and crew,  including
     those of  Jetblue  and  Northwest,  use  CLASSTM  to bid  their  scheduling
     preferences  globally  via the  Internet,  which  makes the process of crew
     scheduling  simple  and  efficient.  The system is a true  win-win  for the
     airline and its crew-members  and demonstrates  extremely high overall crew
     satisfaction,  and a reduction  in crew  related  expenses and crew planner
     work.

Weight & Balance

o    C.G.  ProTM. We recently  released our newest  product,  C.G. ProTM, to the
     market  with  the  sale of the  system  to our  launch  customer,  Amerijet
     International.  C.G.  ProTM  incorporates  aircraft  first  principles  and
     technology to improve weight and balance processes. The system is available
     for use on a  stand-alone  basis or across a network,  and in both wide and
     narrow body aircraft, in passenger, freight or combination configurations.

Ancillary Products and Services

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

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

Customers

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

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

We currently have a broad customer base of over 110 airlines worldwide. In North
America we have 75 customers  using our products and services,  including 28% of
all long-haul carriers using our core dispatch systems.  Our European market has
been one of development over the last two years and we have recently implemented
our core DispatchProTM  system at our European launch customer,  Virgin Express,
and the  Frankfurt  Flight  Control  office of Delta  AirlinesTM.  At the end of
fiscal  2002,  we had 38  airlines  based in Europe,  Africa and the Middle East
using our products and  services.  No customer was in excess of 10% of our total
revenues for the last fiscal year.

Competition

The  market  for  the  integrated   operations   control  systems  is  intensely
competitive  and subject to rapid change.  We expect  competition to increase in
the  future as our new  products  come to market  and  consolidation  of vendors
continues.  We believe that the principal  competitive  factors  include product
functionality,  total cost of solution,  support infrastructure,  and underlying
technology.

Our main competitors can be divided into four main categories:

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

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

Marketing and Distribution

The overall airline  industry decline led to a complete review of our market and
the methods in which we can access the market.

Direct Sales

We employ a direct  sales  force to market our  products  and  services in North
America  and  Europe  through  offices  in Canada  and the  United  Kingdom.  In
addition,  we employ an account management team that provides customer and sales
support and sells  add-on  services to existing  customers.  Throughout  2003 we
intend  to  further  develop  this  team in  order to  enhance  our  ability  to
distribute  new  products  currently  in  development  as well as to expand  our
customer base into our secondary markets.

Strategic Alliances

We have been providing dispatch services to the corporate  marketplace through a
licensing  agreement  with  Universal  Weather and  Aviation,  Inc.,  a Houston,
Texas-based aviation services producer. With Universal Weather, we are exploring
opportunities  to offer  additional  products  and  services  directly  to their
customer base.

In fiscal  2001 we entered  into a  strategic  partnership  with RM Rocade AB, a
Swedish  company that provides the airline  industry with  consulting  services,
support and an  integrated  software  system  covering  the areas of  commercial
planning,  crew management,  operations  control and network  intelligence.  Our
global  alliance  with RM Rocade  has  positioned  us to  directly  solicit  the
installed  customer  base of our  partner.  Together  we have  secured  a launch
customer  for  a  combined  product   offering.   Through   offering   increased
functionality,  competitive  pricing and integration with RM Rocade's  installed
systems,  we are able to greatly reduce our direct sales costs and better target
opportunities.

Product Development

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

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

We  communicate  with our  customers  through  account  managers  and user group
meetings to determine the latest requirements of the operations department of an
airline.  During 2002 we started emphasizing a product development function that
coordinates  requirements  and manages the  life-cycle  and  positioning  of our
products.

During  fiscal 2001 and 2002,  we spent  approximately  $420,000  and  $299,000,
respectively,  on product  research and  development  activities.  These amounts
represented  approximately 6% and 4%, respectively,  of revenue in each of those
years.  We are  committed to continue our  expenditures  on research and product
development.

Intellectual Property Rights

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

Government Regulations

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

Employees

As of November 30, 2002,  we had a total of 81 employees  (of which 77 were full
time employees) including the following:

o    5 in sales and marketing,
o    5 in account management,
o    23 in customer support,
o    8 in professional  services (quality assurance,  IT system  administration,
     installation management, testing and documentation),
o    29 in research and development, and product maintenance, and
o    11 in management, finance and administration.

None of our employees are  represented  by a labor union and we believe that our
employee relations are good. We believe that our success will depend, to a large
degree,  upon our  ability to  attract  and retain  highly  skilled,  technical,
managerial and sales personnel,  and to retain personnel with flight  operations
expertise.


<PAGE>

Item 2.  Description of Property

We have offices in the following locations:

Monterey, California

Our head office is located at Suite 206, 2340 Garden Road, Monterey, California.
We moved to this  location in March 2000 and we currently  sublet  approximately
750 square feet of office space from an arms-length company for $2,400 per month
expiring in March 2004.

Waterloo, Ontario

Navtech-Canada  leases approximately 10,000 square feet of office space at Suite
102,  175 Columbia  Street West,  Waterloo,  Ontario.  We use this  location for
flight  operations,  software  development,  customer  support,  sales,  account
management and  administration.  The lease  provides for a current  monthly rent
expense,  inclusive  of common  area rent,  of  approximately  $16,900  Canadian
(approximately $10,800 US) and terminates on October 31, 2006.

Crawley, West Sussex, UK

Navtech-UK has a five-year lease,  expiring  February 19, 2003, for the premises
located at Durand  House,  Manor Royal,  Crawley,  West Sussex,  UK. This office
encompasses  approximately  1,900  square  feet of space and is used for  flight
operations,  customer  support  and  administration.  The current  monthly  rent
expense is approximately 3,000 Pounds (approximately $4,600 US).

Our total rent expense was approximately $238,000 for the year ended October 31,
2002. We believe that the facilities are adequate for our current needs and that
suitable additional space will be available as required.


<PAGE>

Item 3.  Legal Proceedings

On September  13, 1999,  we received a demand from the attorneys for the Chapter
11 Creditors Committee for Southern Air Transport, Inc. for alleged preferential
payments of $88,850.09  made to  Navtech-Canada  within 90 days of the filing of
the bankruptcy  petition by Southern Air in the United States  Bankruptcy  Court
for the Southern District of Ohio on October 1, 1998. The complaint was filed on
September 21, 2000;  however, a summons appears to have never been obtained.  We
have not been served with a summons and  complaint.  We are of the view that the
payments received were for contemporaneous  consideration and were therefore not
preferential payments.


<PAGE>

Item 4.  Submission of Matters To A Vote Of Security Holders

There were no matters submitted to a vote of security holders during the quarter
ended October 31, 2002.


PART II

Item 5.  Market For Common Equity and Related Stockholder Matters

Market Information

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

                                                   High                  Low
------------------------------------------- -------------------- ---------------
Year Ended October 31, 2002
     Fourth Quarter                           $    0.45             $    0.20
     Third Quarter                                 0.30                  0.15
     Second Quarter                                0.35                  0.15
     First Quarter                                 0.16                  0.15
------------------------------------------- -------------------- ---------------

------------------------------------------- -------------------- ---------------
Year Ended October 31, 2001
     Fourth Quarter                           $    0.66             $    0.15
     Third Quarter                                 0.90                  0.47
     Second Quarter                                1.13                  0.67
     First Quarter                                 1.62                  0.56
------------------------------------------- -------------------- ---------------

Shareholders

Our transfer agent has advised us that the approximate  number of record holders
of common stock at November 30, 2002 was 289.

Dividends

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

Recent Sales of Unregistered Securities

There were no sales of unregistered  shares during the quarter ended October 31,
2002.
<PAGE>

Item 6.  Managements Discussion and Analysis or Plan of Operation

Results of Operations

The following table shows our annual results of operations for fiscal years 2001
and 2002 (in thousands except per share amounts):

<TABLE>
<CAPTION>

                                                 Results of Operations       Percentage of Total Revenue
                                             -------------------------------------------------------------
                                             For the year ended October 31, For the year ended October 31,
                                             -------------------------------------------------------------
                                                  2001          2002           2001            2002
--------------------------------------------- ------------- -------------- -------------- ----------------
REVENUE
<S>                                             <C>           <C>                 <C>             <C>
     Service fees                               $   6,341     $   6,039           100%            96%
     Software license fees                              -           226             -              4
--------------------------------------------- ------------- -------------- -------------- ----------------
     Total revenue                                  6,341         6,265           100            100
--------------------------------------------- ------------- -------------- -------------- ----------------

COSTS AND EXPENSES
     Cost of services                               3,914         3,387            62             54
     Cost of software license fees                      -            49             -              1
     Research and development                         420           299             6              5
     Selling and marketing                          1,216           643            19             10
     General and administrative                     1,753         1,209            28             19
     Provision  for (recovery of) bad debt -
related
          parties                                     402           101             6              -
     Amortization of goodwill                          46            11             1              -
     Goodwill impairment charge                       424            87             7              1
--------------------------------------------- ------------- -------------- -------------- ----------------
     Total costs and expenses                       8,175         5,786           129             90
--------------------------------------------- ------------- -------------- -------------- ----------------
Income (loss) from operations                      (1,834)          479           (29)            10
--------------------------------------------- ------------- -------------- -------------- ----------------
Other income (expense)
     Interest expense                                (153)         (107)           (2)            (2)
     Interest revenue                                   1             4             -              -
--------------------------------------------- ------------- -------------- -------------- ----------------
                                                     (152)         (103)           (2)            (2)
--------------------------------------------- ------------- -------------- -------------- ----------------
Income (loss) before income taxes                  (1,986)          376           (31)             8
Income taxes                                         (138)          (33)           (2)             -
--------------------------------------------- ------------- -------------- -------------- ----------------
Net earnings (loss)                                (1,848)          409           (29)%            8%
--------------------------------------------- ------------- -------------- -------------- ----------------
Net earnings (loss) per share
     Basic                                      $    (0.47)   $     0.09
--------------------------------------------- ------------- --------------
     Diluted                                    $    (0.47)   $     0.09
--------------------------------------------- ------------- --------------
</TABLE>

Overview

In 2002,  we had net  earnings  of  approximately  $409,000,  total  revenues of
approximately  $6,265,000 and income from operations of approximately  $479,000.
This  is  in  comparison  to  2001  when  we  had a net  loss  of  approximately
$1,848,000,  total revenue of approximately  $6,341,000 and an operating loss of
approximately  $1,834,000.  The net earnings in 2002 were due to various factors
as detailed below:

o    We sold a license  to our CLASS  preferential  bidding  system in the first
     quarter for approximately $226,000.
o    In 2001 and the first quarter of 2002, we instituted cost reductions in the
     following areas:
     o    Reductions in headcount of  approximately  30%. These  reductions were
          made  in  all  functional  areas  of our  business  with  a  focus  in
          development and sales staff.
     o    We eliminated  operating  facilities  in Denver,  Colorado and Ottawa,
          Canada.
     o    We reduced our travel expenses through the staff reductions  mentioned
          above, and also by eliminating non-critical corporate travel.
     o    We reduced the number of trade shows attended in 2002 and efforts were
          focused on shows with high exposure to our target market. Accordingly,
          other marketing expenses were reduced as well.
o    We closed our operating facility in Montreal, Canada on April 30, 2002.
o    In the fourth  quarter  of 2002,  we decided  to  write-off  the  remaining
     unamortized goodwill balance of $87,243 relating to the 1999 acquisition of
     Navtech-UK.  The decision to recognize an impairment loss was made in light
     of  Navtech-UK's  inability  to  generate a profit  after the  acquisition,
     mounting  intercompany  balances and the length of time estimated for us to
     recover the initial  investment.  After  analyzing  estimated cash flows in
     future years, it was determined that we will be able to recover the amounts
     invested in Navtech-UK in approximately  three years.  However,  due to the
     uncertainty  of market  conditions  and  business  performance  beyond that
     period, we arrived at the decision to write-off the remaining goodwill.  We
     determined the amount of the impairment charge based on discounted net cash
     flows.
o    In the fourth  quarter of 2002,  we decided to write-off  the remaining net
     book value of the receivable from Global Weather Dynamics,  Inc., a related
     party,  amounting  to  approximately  $101,000.  We have not  received  any
     payments in the last three  fiscal  quarters  and  collection  of this debt
     remains doubtful at October 31, 2002.

Critical Accounting Policies

The  following  accounting  policies  are  fundamental  to the  measurement  and
presentation of disclosures  contained in our consolidated  financial statements
(see Note 2 to our consolidated financial statements contained in Item 7).

Basis of presentation

The consolidated financial statements include the accounts of the Navtech-US and
our  wholly-owned  subsidiaries,  Navtech-Canada,  Navtech-UK  and Airware.  All
significant  intercompany  accounts and  transactions  have been eliminated upon
consolidation.  Navtech-US  acquired all of the issued and outstanding shares of
common and preferred  stock of Airware on February 1, 2001. On October 31, 2002,
Airware was amalgamated with Navtech - Canada.

Foreign currency translation

     a.   Translation of foreign subsidiaries' accounts

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

     b.   Translation of foreign currency transactions

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

Asset impairment

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

Research and development costs

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

Revenue recognition

We record revenues in accordance with the American Institute of Certified Public
Accountants ("AICPA") Statement of Position ("SOP") 97-2, as amended by SOP 98-4
and SOP 98-9.  We  recognize  software  license  revenues  upon  delivery  if no
significant  obligations remain deliverable to the customer,  the sales contract
fee is fixed or determinable,  amounts are due within one year and collection is
probable, and when customer acceptance has occurred.  Customer payments received
in  connection  with license  sales are recorded as deferred  revenue until such
time as all of the above  criteria  are met.  Third-party  costs  incurred by us
which are directly  related to license sales are deferred until such time as the
related revenues are recognized.

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

Use of estimates

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

Recently Issued Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations",  and SFAS
No. 142,  "Goodwill and Other Intangible  Assets" ("FAS 141" and "FAS 142"). FAS
141 requires  that the purchase  method of  accounting  be used for all business
combinations  initiated after June 30, 2001. FAS 141 also specifies the criteria
by which intangible assets acquired in a purchase method business combination be
recognized  and reported  separately  from  goodwill.  FAS 142 will require that
goodwill  and  intangible  assets  with  indefinite  useful  lives no  longer be
amortized,  but instead be tested for impairment at least annually. FAS 142 will
also require the intangible  assets with definite useful lives be amortized over
their  respective  estimated  useful  lives,  and  reviewed  for  impairment  in
accordance  with SFAS No. 121,  "Accounting  for the  Impairment  of  Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of".

We have  adopted  the  provisions  of FAS 141  effective  July 1,  2001.  We are
required to adopt FAS 142 effective November 1, 2002. Furthermore,  any goodwill
and any intangible asset  determined to have an indefinite  useful life that are
acquired in a purchase business  combination  completed after June 30, 2001 will
not be amortized, but will continue to be evaluated for impairment in accordance
with previously existing accounting  literature.  Goodwill and intangible assets
acquired in a business  combination  completed before July 1, 2001 will continue
to be amortized  prior to the  adoption of FAS 142. As there were no  intangible
assets  recorded at October 31, 2002, we have  determined that FAS 142 will have
no material  impact on our future  financial  statements.  During the year ended
October 31, 2002, the amortization  expense associated with goodwill was $11,196
and a charge for  goodwill  impairment  in the amount of $87,243  was  recorded.
There was no unamortized goodwill remaining at October 31, 2002.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets"  ("FAS 144")  which  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed  of" ("FAS 121").  FAS 144 also  supersedes  certain  aspects of the
Accounting Principles Board Opinion No. 30 ("APB 30"), "Reporting the Results of
Operations--Reporting  the Effects of Disposal of a Segment,  and Extraordinary,
Unusual and Infrequently  Occurring Events and  Transactions," as related to the
reporting of the effects of a disposal of a segment of a business.  FAS 144 will
require  expected future  operating  losses from  discontinued  operations to be
displayed in  discontinued  operations in the period  incurred rather than as of
the  measurement  date  as  presently  required  by APB 30.  Additionally,  more
dispositions  may  qualify as  discontinued  operations.  Adoption of FAS 144 is
required  for our fiscal year  beginning  on  November 1, 2002.  We have not yet
determined the effect FAS 144 will have on our financial statements.

Revenue

Our revenue has traditionally  been derived from two major sources:  (i) service
fees from the provision of flight planning  services,  runway analysis services,
weather and NOTAMs data, crew management services,  and ongoing customer support
and (ii) sales of software licenses.

Total  revenue  decreased  approximately  $77,000,  or  approximately  1%,  from
approximately $6.4 million in 2001 to approximately $6.3 million in 2002.

Geographic Analysis

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

The  following  table shows total  revenues on a customer  geographic  basis for
fiscal 2001 and 2002 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                                      Total Revenue           Percentage of Total Revenue
                                              -------------------------------------------------------------
                                                   2001           2002            2001           2002
---------------------------------------------- -------------- -------------- --------------- --------------
<S>                                              <C>            <C>                  <C>             <C>
United States, Mexico, South America             $   4,472      $   4,836            70%             77%
and other
Canada                                                 937            661            15              11
Europe, Africa and Middle East                         932            767            15              12
---------------------------------------------- -------------- -------------- --------------- --------------
                                                 $   6,341      $   6,264           100%            100%
---------------------------------------------- -------------- -------------- --------------- --------------
</TABLE>

United States, Mexico, South America and other

In fiscal 2002, we derived  approximately  $4.8 million from sales in the United
States,  Mexico,  South  America and other,  as compared to  approximately  $4.5
million in fiscal 2001. This increase is due primarily to:

o    an increase in software license fees of approximately $226,000
o    an addition of new customers representing approximately $460,000 in revenue
o    an increase in fees to existing customers of approximately $315,000

Customer losses and bankruptcies  accounted for a loss in service fee revenue of
approximately  $659,000  during  this  period.  Included  in the  decrease  from
one-time  customers was  approximately  $326,000  relating to work performed for
Global Weather Dynamics and Easy Flying, S.A., related companies. Decreases from
customers who ceased  operations in the past year were largely due to fallout in
our industry after September 11, 2001.  However, we believe that the industry is
recovering as evidenced by the addition of new  customers and the  strengthening
financial condition of our existing customers.  Our outlook for the remainder of
the fiscal year remains positive.

Canada

Sales in Canada accounted for  approximately  $661,000 of revenue in fiscal 2002
as  compared to  approximately  $937,000 in fiscal  2001.  This  decrease is due
primarily to:

o    an increase in customer losses due to bankruptcy,  accounting for a loss of
     revenue of approximately $257,000
o    an increase  in other  ad-hoc  customer  losses,  accounting  for a loss of
     revenue of approximately $40,000

New  customers  added  during  the year  contributed  approximately  $49,000  of
additional   revenue  and  increases  in  service  fees  to  existing  customers
represented an additional $28,000 of revenue.

Europe, Africa and Middle East

Sales in Europe,  Africa and Middle East amounted to  approximately  $767,000 in
fiscal 2002 as compared to approximately  $932,000 in fiscal 2001. This decrease
is due primarily to:

o    an increase in customer losses due to bankruptcy,  accounting for a loss of
     revenue of approximately $120,000
o    an increase  in other  ad-hoc  customer  losses,  accounting  for a loss of
     revenue of approximately $97,000
o    a decrease in service fees from existing customers of approximately $68,000

New  customers  added  during the year  contributed  approximately  $120,000  of
additional revenue.

Service fees

Revenue  from service  fees was  approximately  $6.0 million in 2002 as compared
with  approximately  $6.3  million in 2001, a decrease of  approximately  5%, or
approximately $302,000. This decrease is due to:

o    an increase in customer losses due to bankruptcy,  accounting for a loss of
     revenue of  approximately  $601,000;  these  losses  include  the  expected
     fallout from September 11, 2001
o    an increase  in other  ad-hoc  customer  losses,  accounting  for a loss of
     revenue of approximately $566,000,  including revenues from related parties
     in 2001 amounting to approximately $326,000

These  decreases  were offset by an increase in new customers  that  contributed
revenues  of  approximately  $640,000  and an  increase  in service to  existing
customers of approximately $225,000.  These increases reflect the willingness of
our  customers  to add  additional  products  to their  suite and our ability to
market our products to new customers in an increasingly competitive market.

Software license fees

Revenue  from  software  license  fees  was  approximately  $226,000  in 2002 as
compared with no license sales in 2001. We completed a sale of Airware's CLASSTM
preferential  bidding system in the first quarter.  Software  licensing  efforts
terminated  in fiscal  2001 as we moved  completely  to an  application  service
provider  (ASP)  pricing  model.  However,  this  customer  requested a software
license pricing option when assessing our product.

Costs and Expenses

Cost of services

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

The following table shows the major components of operating  expenses for fiscal
years 2001 and 2002 (in thousands except percentage amounts):
<TABLE>
<CAPTION>

                                                       2001                2002           Percentage Change
------------------------------------------------ ------------------ ------------------- --------------------
<S>                                                   <C>                <C>                        <C>
Salaries and benefits                                 $      2,353       $      1,999               (15)%
Communication costs                                            936                701               (25)
Agent costs                                                     37                 57                54
Rent                                                           292                229               (22)
Computer leases and maintenance                                 49                 48                (2)
Royalties                                                       40                111               178
Depreciation                                                   123                129                 5
Other                                                           84                113               (15)
------------------------------------------------ ------------------ ------------------- -------------------
                                                      $      3,914       $      3,387               (13)%
------------------------------------------------ ------------------ ------------------- -------------------
</TABLE>

The cost of  services  was  approximately  $3.4  million in 2002  compared  with
approximately  $3.9 million in 2001, a decrease of  approximately  $527,000,  or
approximately 13%. The major components of this decrease are:

o    a decrease of salaries and benefits of approximately $354,000
o    a decrease in communications costs of approximately $235,000
o    a decrease in rents of approximately $63,000
o    an increase in royalties of approximately $71,000

We rationalized our operations in 2001,  resulting in a decrease in headcount of
approximately 30% and consequently  salaries and benefits.  Reduction took place
in all functional areas of our business  including  operations.  However,  these
decreases  were  mitigated  by an increase in  headcount in the third and fourth
quarters.  Hiring  was  focused in the areas of quality  assurance  and  systems
administration in order to maintain the high level of quality our customers have
come to expect.

We are continually  searching for methods to decrease  communications  costs. In
2002, we eliminated duplicate network  communications  services and negotiated a
new  contract  with  our  largest  communications  provider  resulting  in lower
long-distance costs.

Rent  expenses  decreased  due  to  the  elimination  of  several   non-critical
operational facilities in Denver, Colorado, Ottawa, Canada and Montreal, Canada.

Currently we license several engine decks used in providing aircraft performance
services at a royalty cost of 40% of the  associated  revenues.  Most of the new
revenue for these services in 2002 utilized  these engine decks,  giving rise to
the increase in royalties.  Also, our new product,  C.G. ProTM, is licensed from
the same company at a cost of 60% of all revenues.

In addition, other expenses,  including agent costs and depreciation,  accounted
for an increase of approximately $54,000.

Cost of software license fees

Cost of software license fees was approximately $49,000 in 2002 as compared with
no costs in 2001. We completed a sale of Airware's CLASSTM  preferential bidding
system in the first  quarter  compared  with no license  sales in 2001.  Cost of
software license fees consist  primarily of installation time and related travel
expenses.

Research and development

Our  research  and  development   activities  are  undertaken  in  Canada.  Both
Navtech-Canada  and Airware  qualify for  scientific  research and  experimental
development   investment  tax  credits  on  eligible  research  and  development
expenditures.  Federal tax credits are  generated at a rate of 20% of qualifying
expenditures  and  provincial  tax  credits  are  generated  at a rate of 10% of
qualifying  expenditures.  These  credits are  available to reduce  income taxes
payable and are  non-refundable.  Since there was no taxable income in Canada in
2002 or 2001 after the  application  of losses from prior years,  investment tax
credits are available to reduce future income taxes in the next seven years.

Research and development expenses decreased from approximately  $420,000 in 2001
to  approximately  $299,000 in 2002,  representing  a decrease of  approximately
$121,000,  or  approximately  29%.  This  is due to the  rationalization  of our
operations in 2001  resulting in the loss of development  capacity.  In 2002, we
eliminated an office in Ottawa,  Canada,  a facility  dedicated to  development.
However, these decreases were mitigated by recent hiring in the third and fourth
quarters as our recent  profitable  operations  have  allowed us to focus on new
development aimed at improving the competitiveness of our products. As a result,
we anticipate research and development costs to increase in 2003.

Selling and Marketing Expenses

The following table shows the major components of selling and marketing expenses
for fiscal 2001 and 2002 (in thousands except percentage amounts):

                                2001           2002        Percentage Change
--------------------------- ---------------- ------------- -------------------
Salaries and benefits         $     785        $     526            (33)%
Marketing and trade shows           181               34            (81)
Travel                              250               83            (67)
--------------------------- ---------------- ------------- -------------------
                              $   1,216        $     643            (47)%
--------------------------- ---------------- ------------- -------------------

Selling  and  marketing  expenses  decreased  by  approximately   $573,000,   or
approximately  47%,  from  approximately  $1.2 million in 2001 to  approximately
$643,000 in 2002. This decrease can be attributed primarily to:

o    a decease in salaries and benefits of approximately $259,000 - this was the
     result of the  reduction in our sales force from a peak of seven in 2001 to
     two in 2002.
o    a decrease in marketing and trade shows of approximately $147,000; in 2002,
     we  focused  our sales  efforts  on trade  shows  that gave us the  maximum
     exposure to our target market and eliminated  participation in non-critical
     shows.
o    a decrease in travel  expenses  of  approximately  $167,000  related to the
     reduction in sales force and sales activities mentioned above.

As the airline industry and the general economy improves,  we intend to dedicate
further resources to our sales and marketing efforts. As a result, we anticipate
that our selling and marketing expenses will increase in 2003.

General and Administrative Expenses

The following  table shows the major  components  of general and  administrative
expenses for fiscal 2001 and 2002 (in thousands except percentage amounts):

                                      2001              2002        Percentage
                                                                      Change
--------------------------------- ---------------- --------------- -------------
Professional and consulting         $   284             $   157           (45)%
Wages                                   624                 566            (9)
Insurance                                98                 152            55
Travel                                  322                  51           (84)
Provision for bad debts                 160                  71           (56)
Depreciation                             28                  22           (21)
Other                                   237                 189           (20)
--------------------------------- ---------------- --------------- -------------
                                    $ 1,753             $ 1,209           (31)%
--------------------------------- ------------------- --------------- ----------

General and  administrative  expenses  decreased by approximately  $544,000,  or
approximately 31%, from approximately $1.8 million in 2001 to approximately $1.2
million in 2002. This decrease can be attributed primarily to:

o    a decrease in corporate travel expenses of approximately $271,000
o    a decrease in the provision for bad debts of approximately $89,000
o    a decrease in professional and consulting fees of approximately $127,000
o    a decrease in salaries and benefits of approximately $58,000
o    an increase in insurance costs of approximately $54,000

With the change in senior  management during the first quarter of 2002, and with
our  efforts  focused on our core  business,  travel  expenses  decreased  as we
focused  all  corporate  travel  on trips  necessary  to  maintain  our  current
operations. Also, these changes allowed us to reduce our administrative salaries
and  benefits,  although  the  impact of this in 2002 was  reduced by $69,000 in
severance payments made to Duncan Macdonald, our former Chief Executive Officer,
who resigned his position in November 2001.

The decrease in the  provision  for bad debts was due primarily to increased bad
debt provisions in 2001 due to a rise in bad debts following September 11, 2001.
Receivables increased in strength during 2002, resulting in lower provisions for
bad debts.

The decrease in professional and consulting fees was due to services required in
the prior year related to the  acquisition of Airware.  These services  included
legal costs, audit costs related to required  Securities and Exchange Commission
filings and tax  services.  In 2002,  only routine  services for audit,  tax and
regular monthly legal advice were required.

The  increase in insurance  costs was due to the fallout of September  11, 2001.
Premiums for all policies that were renewed in 2002 at least doubled,  including
for  directors  and  officers  liability,  errors  and  omissions  and  property
insurance  policies.  To mitigate this increase in insurance cost, we decided to
terminate  our  receivables  insurance  policy after we deemed that the cost was
prohibitive relative to our expected losses.

Provision for (recovery of) bad debt - related parties

Easy Flying S.A.

During fiscal year 2001, as a condition to a  subscription  agreement with third
parties, we loaned $200,000 to Easy Flying S.A., a related party, and received a
promissory note in the amount of $200,000.  Easy Flying S.A.  subsequently filed
for  bankruptcy on September  28, 2001. We provided in our financial  statements
the sum of  $170,000  on the  note of  $200,000  and an  additional  reserve  of
$120,665  representing  other trade amounts  receivable  from Easy Flying S.A at
October 31, 2001 (see Item 12 hereof).

In the fourth  quarter of fiscal 2002, we foreclosed on 100,000  Navtech  shares
that had served as security  for payment of the note.  On the date of  transfer,
these shares had a fair market value of $30,000,  equal to the net book value of
the receivable.  Therefore,  this  transaction had no impact on our statement of
operations in fiscal 2002.

Global Weather Dynamics Inc.

During fiscal year 2001,  we performed  consulting  services for Global  Weather
Dynamics  Inc.,  a related  party.  Given our  knowledge  of Global's  financial
position,  we  determined  to  discontinue  services  to Global  and  provide an
allowance  of $111,111 on this  receivable  (which  represented  one-half of the
outstanding amounts for consulting services and related expenses).

In fiscal 2002, we secured an assignment from Global Weather  Dynamics Inc. of a
letter of credit  payable  to Global  Weather  Dynamics  Inc.  in the  amount of
$160,000  payable upon Global's  successful  completion  of a customer  project.
Currently,  we have limited information about the status of this project and the
collectability  of this  debt has  become  doubtful.  Therefore,  an  additional
provision  of  $101,171  was made in 2002 to reduce  the net book  value of this
receivable to nil.

Amortization of Goodwill

Amortization of goodwill decreased  approximately $35,000, or approximately 76%,
from  approximately  $46,000  in 2001 to  approximately  $11,000  in  2002.  The
decrease  represents the amortization of goodwill  recorded upon the acquisition
of Airware in 2001 prior to the determination that this asset was impaired.

Goodwill Impairment Charge

In the fourth quarter of 2001, we decided to write-off the remaining unamortized
goodwill  balance  of  $424,117  resulting  from the  Airware  acquisition.  The
decision to recognize an impairment loss was made in light of market  conditions
present in the airline industry  following the events of September 11, 2001, our
inability to generate  significant  revenues  associated with Airware's  product
offering during the year ended October 31, 2001, Airware's operating loss in the
nine  months  following  the  acquisition,  and  projected  negative  cash flows
associated  with the Airware  assets over the two year period ending October 31,
2003. We determined the amount of the impairment  charge based on discounted net
cash flows.

In the fourth quarter of 2002, we decided to write-off the remaining unamortized
goodwill balance of $87,243 relating to the 1999 acquisition of Navtech-UK.  The
decision  to  recognize  an  impairment  loss was made in light of  Navtech-UK's
inability  to generate a profit  after the  acquisition,  mounting  intercompany
balances  and the  length  of  time  estimated  for us to  recover  the  initial
investment.  After  analyzing  estimated  cash  flows in  future  years,  it was
determined  that,  in all  likelihood,  we will be able to recover  the  amounts
invested  in  Navtech-UK  in  approximately  three  years.  However,  due to the
uncertainty of market conditions and business performance beyond that period, we
arrived at the decision to write-off the remaining  goodwill.  We determined the
amount of the impairment charge based on discounted net cash flows.

Other Income (Expense)

Interest Expense

Interest expense decreased  approximately  $46,000,  or approximately  30%, from
approximately  $153,000 in 2001 to approximately $107,000 in 2002. This decrease
is primarily attributable to the termination of receivables factoring during the
year and the  decreased  interest  payments on loans as they near  maturity.  We
still have the  receivables  factoring  facility  secured last year in the event
that short-term needs require it in 2003.

Recovery of Income Taxes

Recovery of income taxes decreased approximately $105,000, or approximately 76%,
from  approximately  $138,000  in 2001 to  approximately  $33,000  in 2002.  The
recovery in 2001 was achieved  through the application of the losses incurred in
2001 to taxable  income in 2000.  The recovery in 2002 was achieved  through the
application  of the losses  incurred  in 2001 to taxable  income in 1999 and the
recovery of refundable tax credits in 2000.  These losses were not applied until
2002.

No  provision  for  income  taxes  was  made in 2002  due to  income  earned  in
jurisdictions  where there are sufficient  losses  available for carryforward to
eliminate any taxable income.

Net Earnings (Loss)

The  financial  statements  reflect net earnings of  approximately  $409,000 for
fiscal 2002, as compared to a net loss of  approximately  $1,848,000  for fiscal
2001.

We reflected a net decrease in revenue of approximately  $77,000 offset by a net
decrease in costs and expenses of approximately $2.5 million, resulting in a net
increase  in  earnings  before  income  taxes  of  approximately  $2.4  million.
Offsetting  this  increase was the recovery of  approximately  $33,000 of income
taxes in 2002 compared to the recovery of approximately $138,000 in 2001.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2002, we had available cash of $207,610 and a working  capital
deficiency  of  $466,148,  compared to  available  cash of $22,011 and a working
capital deficiency of $900,377 as of October 31, 2001.

Our cash flows from operating activities amounted to a net inflow of $698,020 in
fiscal 2002 as compared to a net outflow of $398,103 in fiscal 2001.  The inflow
in fiscal 2002 was  primarily due to the net earnings,  and the  adjustment  for
depreciation,  amortization,  and goodwill impairment of approximately $273,000,
and the provision for uncollectable accounts of approximately $45,000, offset by
the increase in net operating assets of approximately $32,000.

Our cash flows  from  investing  activities  amounted  to a net cash  outflow of
$80,098 in fiscal 2002 as  compared to a net cash  outflow of $284,156 in fiscal
2001. Our fiscal 2002 net cash outflow was caused by the following:

o    During the year,  we sold  office  furniture  and  computer  and  telephone
     equipment for net proceeds of $8,257.  Some of these assets were located in
     operating facilities that were closed during 2002.
o    We purchased capital assets in the amount of $88,355.

Our cash flows from financing  activities  amounted to a net outflow of $444,866
in fiscal  2002 as compared  to a net inflow of  $343,006  in fiscal  2001.  Our
fiscal 2002 net outflow was caused primarily by the following:

o    We repaid all advances under our receivables factoring facility obtained in
     2001  amounting to $165,984.  This facility  will remain  available for our
     use,  should  short-term  demands arise,  until we can obtain a traditional
     operating line of credit through a major financial institution.
o    We made principal payments of $278,509 against bank and other loans.

During 2001, we accumulated  significant losses, and, by fiscal year end, we had
a  stockholders'  deficiency  of  approximately  $465,000 and a working  capital
deficiency of approximately $900,000.  These facts gave rise to doubts about our
viability  as a going  concern.  However,  during  2002,  we had net earnings of
approximately   $409,000,   and,   by  fiscal  year  end,  we  had  reduced  our
stockholders'  deficiency by approximately  $388,000 and had reduced our working
capital  deficiency  by  approximately  $434,000.  We  accomplished  this solely
through our operating cash flow.

It is anticipated  that,  based on the cost reductions  implemented as discussed
above,  we will be  able  to  eliminate  our  working  capital  deficiency  from
operating cash flow during fiscal year 2003.

As of October 31, 2002, we had no significant capital  commitments.  However, we
may,  from time to time,  consider  acquisitions  of  complementary  businesses,
products or technologies.

OTHER CONSIDERATIONS

Uncertainty of Future Operating Results; September 11, 2001

While our operating  results were positive during fiscal 2002,  future operating
results may vary  significantly  due to the  volatility of our  industry.  After
September  11,  2001,  the airline  industry has been subject to much change and
several large carriers have filed for bankruptcy.  The continued  impact of this
tragic event cannot be  predicted.  The  bankruptcy  of one or more  significant
customers can have a material  adverse  effect on our financial  statements  and
liquidity.

Global Economic and Political Conditions

Our operating results may vary significantly based upon the impact of changes in
global economic and political conditions on our customers.  The unpredictability
of future military  action and other  responses  associated with a global war on
terrorism has resulted in economic  uncertainty that could negatively impact the
financial health of several of our customers. Currently, only 7% of our revenues
are derived from customers operating in such politically volatile regions,  thus
mitigating this risk.

Competition

Our competition has increased in recent years as competitors  attempt to acquire
market share in segments where we have significant customers.  In addition, many
of these  competitors have larger financial,  technical and marketing  resources
than us giving  rise to the risk that we may not be able to  compete  with these
companies in the long-term.  In order to maintain our market share, we must rely
on our  ability  to develop  and market  innovative  products  according  to our
strategic plan.  However,  there is no assurance that our  competitors  will not
attempt to develop and market similar products.

Risk of Exchange Rate Fluctuations

While the majority of our sales  contracts  are  denominated  in the  functional
currency, a significant amount of our operations are located in either Canada or
Europe giving rise to significant  operating expenses  denominated in currencies
other than the functional  currency.  Adverse fluctuations in the exchange rates
of these  currencies  relative to the U.S.  Dollar may have an adverse effect on
our financial statements.

Uncertain Protection of Intellectual Property Rights

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

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

Attraction and Retention of Key Personnel

Execution of our strategic  plan requires us to attract and retain  talented and
qualified employees in the coming months. Our success is highly dependent on our
ability to identify, hire, train and retain highly qualified technical and sales
and marketing  personnel with flight operations  experience,  including recently
hired  officers and other  employees.  Competition  for such personnel is always
strong, and there can be no assurance that we will be successful in our efforts.
This may have a material adverse effect on our financial statements.

Volatility of Share Prices

The market  price for our common  shares has been and may continue to be subject
to wide  fluctuations  in response to operating  results,  announcements  of new
products or contracts and market conditions in the industry,  as well as general
economic  conditions,  among other  factors.  In  addition,  stock  markets have
experienced  volatility in recent months and this volatility may harm the market
price of our common shares.

Acquisition   of  Companies  /  Completion  of  Development  to  Meet  Strategic
Objectives

In order to provide an integrated  product  offering,  we need to either acquire
companies  that possess  required  technologies,  or develop these  technologies
internally.  If there are no suitable companies available to acquire or if we do
not secure the  funding  required to complete  such an  acquisition  or complete
internal  development,  this may impede our ability to maintain or increase  our
market share.


<PAGE>

Item 7.  Financial Statements

The financial statements begin on Page F-1 following Item 14 hereof.


<PAGE>

Item  8.  Changes  In And  Disagreements  With  Accountants  On  Accounting  and
Financial Disclosure

Not applicable.


<PAGE>

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(A) of the Exchange Act

Executive Officers and Directors

The following table sets forth the positions and offices  presently held by each
of our current directors and executive officers and their ages:


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

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

David Strucke        34     President, Chief Executive Officer, Chief Financial
                            Officer, Secretary and Director
-------------------- ------ ----------------------------------------------------

Derek Dawson         34     Vice President - Sales and Business Development
-------------------- ------ ----------------------------------------------------

Lee Fryer-Davis      30     Vice President - Software Development
-------------------- ------ ----------------------------------------------------

Bill Scott           46     Vice President - Operations
-------------------- ------ ----------------------------------------------------

Thomas D. Beynon     61     Director
-------------------- ------ ----------------------------------------------------

Michael Jakobowski   42     Director
-------------------- ------ ----------------------------------------------------

Michael Ueltzen      57     Director
==================== ====== ====================================================


     David  Strucke  has  served  as our  President,  Chief  Executive  Officer,
Secretary and a Director  since  November  2001.  Mr.  Strucke also continues to
serve as our Chief  Financial  Officer,  a position held since January 2000. Mr.
Strucke served as Vice President - Finance & Accounting of  Navtech-Canada  from
October 1999 to January 2000 and as its Director of Finance and Accounting and a
Business  Analyst from January  1999 to October  1999.  Prior to joining us, Mr.
Strucke served as a Financial  Analyst  focusing on mergers and acquisitions for
an automotive  capital  equipment  manufacturer  from 1997 to 1998. From 1996 to
1997,  Mr.  Strucke  performed  financial  and  accounting  consulting  work for
manufacturing  companies.  Mr. Strucke has lectured on Introductory  Finance for
the undergraduate business program at Wilfrid Laurier University.

     Derek  Dawson  has  served  as our  Vice  President  - Sales  and  Business
Development  since April 2002. Prior thereto and from January 2001, he served as
our Executive  Vice President - Business  Development.  Mr. Dawson served as our
Chief Operating Officer from January 1999 to January 2001 and our President from
January 2000 to January 2001.  From  September  1997 to January 1999, Mr. Dawson
was our Vice President - Operations. From 1995 to 1997, he served as Manager for
Corporate  Development  for a large  industrial  contracting  firm. From 1991 to
1995,  Mr. Dawson was an air navigator  with the Canadian Air Force  involved in
strategic and tactical airlifts as well as training duties.  Mr. Dawson has been
a business instructor, on a part-time basis, at Wilfrid Laurier University since
1997.

     Lee  Fryer-Davis  has served as our Vice  President - Software  Development
since April 2002. From November 2000 to February 2002, Mr.  Fryer-Davis was Vice
President,  Engineering at QJunction Technology, a company that produces natural
language voice recognition  systems.  Mr.  Fryer-Davis has also held development
management positions at MKS Software,  Descartes Systems Group and Teklogix. Mr.
Fryer-Davis has a Master's Degree in Mathematics from the University of Waterloo
and a Bachelor of Science Degree from the University of Western Ontario.

     Bill Scott has served as Vice  President  of  Operations  since May,  2002.
Prior to joining  Navtech Mr. Scott was with  CheckFree  i-Solutions as the Vice
President  of  Product  Management,  Training  and  Support  at  their  software
development  site in Waterloo.  Mr. Scott  started his career with NCR Corp.  in
1979 in Sales. He  subsequently  held positions in Product  Marketing,  at their
Canadian  head office in  Mississauga,  and in Product  Management  at their R&D
facility in Waterloo,  Ontario.  He joined Christie  Digital  Systems  (formally
known as  Electrohome  Ltd.) in 1997 as Director of  Marketing,  which  included
managing the Support and Product  Management  teams.  Mr. Scott  graduated  from
Wilfrid Laurier  University in Honours Business  (1979),  majoring in Industrial
Marketing. He has spent the majority of his professional career in the high tech
sector in Product Management and Marketing positions,  working very closely with
customers and internal organizations such as engineering  development,  support,
implementation and training.

     Thomas D. Beynon is a partner in the Waterloo, Ontario law firm of McCarter
Grespan  Robson  Beynon  Thompson  LLP and a member of the Law  Society of Upper
Canada.  He has been with the firm since March 1996.  Prior to this,  Mr. Beynon
spent six years with the law firm, Sims Clement Eastman,  from 1991 to 1996. Mr.
Beynon serves as a Director of Virtek Vision International Inc., and a number of
private  companies.  Mr.  Beynon has served as one of our  Directors  since July
2000.

     Michael  Jakobowski  has served as Chief  Financial  Officer  of  Cambridge
Information  Group  since  September  1999.  Prior  to  joining  Cambridge,  Mr.
Jakobowski was the Vice President of Accounting for Thomson  Financial  Database
Group from August 1997 to September 1999, and the Corporate Controller for Kline
Group from June 1994 to August 1997. Mr.  Jakobowski is a member of the American
Institute of Certified Public  Accountants.  Prior to 1994, Mr. Jakobowski spent
over 11 years in public accounting with Price Waterhouse, Coopers & Lybrand, and
Johnson Lambert and Co. Mr.  Jakobowski has served as one of our Directors since
November 2001.

     Michael  Ueltzen is the  President  and CEO of The Republic  Group (TRG) in
Arlington,  Virginia.  Mr. Ueltzen joined TRG in 1968. TRG is a high-tech export
management firm with representatives in 78 countries, and specializes in systems
integration   and   engineering   projects   with   emphasis  on   international
environmental problems. Mr. Ueltzen and TRG were awarded the Presidential E-Star
Award  for  outstanding  contribution  to the  United  States  Export  Expansion
Program.  Mr. Ueltzen has been a member of the American  Meteorological  Society
since 1985.  Mr. Ueltzen  served as President of Global  Weather  Dynamics,  Inc
until December  2001. Mr. Ueltzen has served as one of our Directors  since July
2001.

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

Section 16(a) Beneficial Ownership Reporting Compliance

Based  solely  on a review of  copies  of Forms 3, 4 and 5  furnished  to us and
written  representations that no other reports were required,  during the fiscal
year ended October 31, 2002, all Section 16(a) filing requirements applicable to
the officers, directors and 10% stockholders were complied with, except that Mr.
Fryer-Davis filed his Form 3 one day late.

<PAGE>

Item 10.  Executive Compensation

Summary Compensation Table

The following table sets forth  information  concerning the compensation for the
last three fiscal years of all of our executive  officers as of October 31, 2002
who had a total salary and bonus for such year in excess of $100,000, as well as
the compensation for Duncan Macdonald, our former Chief Executive Officer.
<TABLE>
<CAPTION>
===================================== ================================================= ===================
                                                                                            Long-Term
                                                                                           Compensation
                                                                                        -------------------
                                                    Annual Compensation                       Awards
-------------------------- ---------- ---------------- ------------ ------------------- -------------------
                                                                                              Common
                                                                                              Stock
   Name and Principal                                                  Other Annual         Underlying
        Position             Year         Salary          Bonus        Compensation          Options
-------------------------- ---------- ---------------- ------------ ------------------- -------------------
<S>                          <C>       <C>              <C>                <C>               <C>
David Strucke,               2002      $ 94,319        $ 19,062          -0-                100,000
 Chief                       2001      $ 87,086           -0-            -0-                  -0-
 Executive Officer           2000      $ 76,405           -0-            -0-                 50,000
-------------------------- ---------- ---------------- ------------ ------------------- -------------------
Derek Dawson,                2002      $104,234           -0-            -0-                  -0-
 Vice                        2001      $ 98,715           -0-            -0-                  -0-
 President - Sales and       2000      $105,259           -0-            -0-                 50,000
 Business Development
-------------------------- ---------- ---------------- ------------ ------------------- -------------------
Duncan Macdonald,            2002      $ 78,412 (2)       -0-            -0-                  -0-
 Chief Executive Officer     2001      $141,785           -0-            -0-                  -0-
 (1)                         2000      $ 81,820           -0-         $ 2,500 (3)            50,000
========================== ========== ================ ============ =================== ===================
</TABLE>

(1)  Mr. Macdonald  resigned his position as Chief Executive Officer in November
     2001.
(2)  Includes  approximately  $69,000  paid to Mr.  Macdonald  as  severance  in
     connection with his resignation.
(3)  Represents  amounts  paid as an  independent  advisor to Navtech.  Excludes
     amounts  paid to Kintyre & Company  Limited,  an entity  controlled  by Mr.
     Macdonald, for consulting services rendered to Navtech-Canada.

Option Tables

               OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 2002
<TABLE>
<CAPTION>
======================================================================================================================
                         Shares of Common Stock
                       Underlying Options Granted    Percent of Total Options
                                                     Granted to Employees in         Exercise
         Name                                              Fiscal Year             Price/Share      Expiration Date
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                           <C>                     <C>              <C>   <C>
David Strucke                   100,000                       38.8%                   $0.15            02/04/12
----------------------------------------------------------------------------------------------------------------------
Derek Dawson                      -0-                           -                       -                  -
----------------------------------------------------------------------------------------------------------------------
Duncan Macdonald                  -0-                           -                       -                  -
======================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED OCTOBER 31, 2002 AND FISCAL YEAR-END OPTION VALUES

================================== ================================= ==================================
                                        Number of Unexercised              Value of Unexercised
                                              Options at                   In-the-Money Options
                                           October 31, 2002                 at October 31, 2002
---------------------------------- --------------------------------- ----------------------------------
Name                                  Exercisable/Unexercisable          Exercisable/Unexercisable
---------------------------------- --------------------------------- ----------------------------------
<S>                                         <C>                                <C>
David Strucke                               100,000/50,000                     $8,438/$7,500
---------------------------------- --------------------------------- ----------------------------------
Derek Dawson                                  50,000/-0-                         $938/-0-
---------------------------------- --------------------------------- ----------------------------------
Duncan Macdonald                               -0-/-0-                            -0-/-0-
================================== ================================= ==================================
</TABLE>

No options were exercised by any of Messrs.  Strucke, Dawson or Macdonald during
the fiscal year ended October 31, 2002.

Long-Term Incentive Plan Awards

No awards were made to Messrs.  Strucke,  Dawson or Macdonald  during the fiscal
year ended October 31, 2002 under any long-term incentive plan.

Compensation of Directors

Our Directors,  with the exception of salaried officers, are entitled to receive
an annual retainer of $6,000  (payable  quarterly in advance) and $500 per Board
and/or  committee  meeting  attended.  The  Chairman of the Board is entitled to
receive an annual  retainer of $7,200  (payable  quarterly in advance),  and the
Chairman  of a  committee  is entitled  to receive  $750 per  committee  meeting
chaired.  In addition,  our Directors  are entitled to be reimbursed  for travel
expenses  incurred  in  attending  any  meeting  of  the  Board  or  any  of its
committees.  Our By-Laws  also  provide,  to the extent  permitted  by law,  for
certain indemnification of our Directors.

On December 11, 2001, Messrs Jakobowski and Ueltzen, who had recently joined the
Board,  were  granted  options  for the  purchase  of 25,000  shares  each at an
exercise price of $0.37 per share.

Employment   Contracts,   Termination   of  Employment   and   Change-In-Control
Arrangements

None.
<PAGE>

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management And
Related Stockholder Matters

Security Ownership

Our common  stock is the only  class of  securities  outstanding.  Each share is
entitled  to one vote.  The  following  table  sets  forth  certain  information
regarding our  outstanding  common stock  beneficially  owned as of December 31,
2002 by:

o    each person who is known by us to own  beneficially  or exercise  voting or
     dispositive control over more than 5% of our common stock,
o    each present Director,
o    each person named in the Summary Compensation Table above, and
o    all of our present executive officers and Directors as a group

<TABLE>
<CAPTION>
========================================= ============================== =========================
<S>                                       <C>                            <C>
Name and Address of Beneficial Owner      Number of Shares               Approximate Percentage
                                          Beneficially Owned             of Outstanding Shares
----------------------------------------- ------------------------------ -------------------------
Robert N. Snyder                          890,000 (1)                    20.6%
7200 Wisconsin Avenue, Suite 601
Bethesda, Maryland
----------------------------------------- ------------------------------ -------------------------
Alain Mallart                             658,700 (2)                    15.6%
38 avenue des Klauwaerts
1050 Brussels, Belgium
----------------------------------------- ------------------------------ -------------------------
Dorothy A. English                        465,000 (3)                    10.4%
175 Columbia Street West
Waterloo, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Michael Ueltzen                           325,000 (4)                    7.6%
5801 Lee Highway
Arlington, Virginia
----------------------------------------- ------------------------------ -------------------------
Republic Electronics Corporation          300,000 (5)                    7.1%
5801 Lee Highway
Arlington, Virginia
----------------------------------------- ------------------------------ -------------------------
St. Andrews Capital Limited Partnership   296,543 (6)                    7.0%
25 Allaura Boulevard
Aurora, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
David Strucke                             152,500 (7)                    3.5%
175 Columbia St. W. Suite 102
Waterloo, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Duncan Macdonald                          100,000(8)                     2.4%
11 Bedford Crescent
Ottawa, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Derek Dawson                                50,000 (9)                   1.2%
175 Columbia St. W., Suite 102
Waterloo, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Thomas D. Beynon                          45,000 (10)                    1.1%
675 Riverbend Drive
Kitchener, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Michael Jakobowski                        35,000 (11)                    *
7200 Wisconsin Avenue, Suite 601
Bethesda, Maryland
----------------------------------------- ------------------------------ -------------------------
All executive  officers and Directors as  607,500 (4)(7)(9)(10)(11)      13.5%
a group (7 persons)
========================================= ============================== =========================
</TABLE>

(1)  Based upon Schedule 13D, as amended, filed with the Securities and Exchange
     Commission. Includes (i) 100,000 shares that are issuable upon the exercise
     of a warrant that is currently  exercisable and (ii) 40,000 shares owned by
     Wyoming Investments Limited  Partnership,  of which Mr. Snyder is a general
     partner.

(2)  Based upon Schedule 13G filed with the Securities and Exchange  Commission.
     We have been advised that amount  includes (i) 25,000  shares owned by Euro
     Business Angels S.A., an entity indirectly  controlled by Mr. Mallart, (ii)
     157,000  shares  owned by  Finextern  S.A.,  an  entity  controlled  by Mr.
     Mallart,  and (iii)  476,700  shares owned by Net Mutation  S.A., an entity
     indirectly controlled by Mr. Mallart.

(3)  Based upon Schedule 13D, as amended, filed with the Securities and Exchange
     Commission.  Includes  260,000 shares that are issuable to Ms. English upon
     exercise of options that are currently exercisable.

(4)  Based upon Schedule 13D filed with the Securities and Exchange  Commission.
     Represents  (i) 300,000  shares owned by Republic  Electronics  Corporation
     (see  footnote  (6)) of which  Mr.  Ueltzen  is the  majority  shareholder,
     President  and Chief  Executive  Officer,  and (ii) 25,000  shares that are
     issuable  upon exercise of options that are  currently  exercisable  or are
     exercisable within 60 days.

(5)  Based upon Schedule 13D filed with the Securities and Exchange Commission.

(6)  Based upon Schedule 13D, as amended, filed with the Securities and Exchange
     Commission.  Based upon such Schedule 13D, as amended, 1436917 Ontario Inc.
     ("Ontario")  is  the  general   partner  of  St.  Andrews  Capital  Limited
     Partnership and William Cookson is the sole  shareholder,  sole officer and
     sole director of Ontario.

(7)  Includes 112,500 shares that are issuable upon exercise of options that are
     currently exercisable or are exercisable within 60 days.

(8)  Based upon Schedule 13D, as amended, filed with the Securities and Exchange
     Commission and information otherwise known to us.

(9)  Represents  shares that are  issuable  upon  exercise  of options  that are
     currently exercisable.

(10) Represents  shares that are  issuable  upon  exercise  of options  that are
     currently exercisable.

(11) Includes  25,000 shares that are issuable upon exercise of options that are
     currently exercisable or are exercisable within 60 days.

Securities Authorized for Issuance Under Equity Compensation Plans

The following  table sets forth  information as of October 31, 2002 with respect
to compensation plans (including  individual  compensation  arrangements)  under
which our common stock is authorized for issuance, aggregated as follows:

o    All compensation plans previously approved by security holders; and

o    All compensation plans not previously approved by security holders.


                                         EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
<CAPTION>
---------------------------------------- ------------------------ -------------------- -------------------------------
                                          Number of securities     Weighted average         Number of securities
                                            to be issued upon      exercise price of      remaining available for
                                               exercise of            outstanding       future issuance under equity
                                          outstanding options,     options, warrants   compensation plans (excluding
                                           warrants and rights        and rights          securities reflected in
                                                   (a)                    (b)                   column (a))
                                                                                                    (c)
---------------------------------------- ------------------------ -------------------- -------------------------------
<S>                                             <C>                      <C>                     <C>
Equity  compensation  plans approved by         1,092,015                $.55                    2,080,485
security holders
---------------------------------------- ------------------------ -------------------- -------------------------------
Equity  compensation plans not approved            -0-                    -0-                       -0-
by security holders
---------------------------------------- ------------------------ -------------------- -------------------------------
Total                                           1,092,015                $.55                    2,080,485
---------------------------------------- ------------------------ -------------------- -------------------------------
</TABLE>

<PAGE>

Item 12.  Certain Relationships And Related Transactions

Alain Mallart/Easy Flying S.A.

Alain Mallart is one of our principal  stockholders and, to our knowledge,  is a
principal stockholder of Easy Flying S.A., a company incorporated in France.

In October 2000, Easy Flying S.A.,  purchased 500,000 common shares from us at a
price of $500,000.  Easy Flying S.A. also  purchased a Weather and NOTAMS system
for $250,000, with $100,000 due upon contract signing and the remaining $150,000
due in three installments on April 1, 2001, July 1, 2001 and October 1, 2001.

In June 2001, in an effort to raise additional working capital, two shareholders
of Easy Flying S.A.  (including an entity  controlled by Mr. Mallart)  purchased
from us a total of 400,000  common  shares for  $400,000.  Concurrent  with this
purchase, and as a condition to raising this capital, we loaned Easy Flying S.A.
a total of $200,000.  The loan was  repayable on December 31, 2002.  As security
for the repayment of the loan,  Easy Flying S.A.  pledged  100,000 of our common
shares.

On September 28, 2001,  Easy Flying S.A. filed for bankruptcy in France.  At the
date of filing,  Easy Flying S.A.  owed us the full amount of the $200,000  note
receivable  in  addition  to  $120,665  relating  to the sale of the Weather and
NOTAMS system and related services. At October 31, 2001, for financial reporting
purposes,  we reserved the sum of $290,665  against the amounts  owing from Easy
Flying S.A. The remaining $30,000 not provided for represented the estimated net
realizable value of our 100,000 common shares pledged as security.

In the fourth  quarter of fiscal 2002, we foreclosed on 100,000  Navtech  shares
that had served as security  for payment of the note.  On the date of  transfer,
these shares had a fair market value of $30,000,  equal to the net book value of
the receivable.  Therefore,  this  transaction had no impact on our statement of
operations in fiscal 2002.

Global Weather Dynamics, Inc.

Robert  Snyder  is  one  of  our  principal  stockholders  and  is  a  principal
stockholder of Global Weather Dynamics, Inc.

Michael  Ueltzen is one of our  Directors  and was President of Global until his
resignation  effective  January  1,  2002.  Mr.  Ueltzen  is also  the  majority
shareholder,  President,  and Chief  Executive  Officer of Republic  Electronics
Corporation,  one of our  principal  stockholders.  We have been  advised by Mr.
Ueltzen that The Republic Group,  of which Mr. Ueltzen is the sole  stockholder,
President and Chief Executive Officer, received $35,882 and $269,316 from Global
during  fiscal  2002  and  2001,  respectively,  in  consideration  of  services
rendered.  We have been  advised  by Mr.  Ueltzen  that The  Republic  Group has
continued to provide services to GWDI during 2003.

Duncan Macdonald,  our former Chief Executive Officer, acted as a consultant and
advisor to Global during 1999 and 2000. Mr.  Macdonald  advised us that,  during
fiscal 2001,  he received  payment from Global of $46,500 for  reimbursement  of
expenses.  Subsequent to his  resignation as our Chief  Executive  Officer,  Mr.
Macdonald has been engaged as an advisor and management consultant to Global.

During the year ended  October 31, 2001, a director of Global also served on our
board as a designee of Mr. Snyder.

During fiscal 2001, we performed consulting services for Global and made several
miscellaneous  payments  on  their  behalf.  Given  our  knowledge  of  Global's
financial  position,  we provided an allowance for doubtful accounts of $111,111
(representing  one-half of the balance  outstanding  at October 31, 2001).  This
balance consisted primarily of outstanding consulting fees and related expenses.
The remaining balance of $111,112 represented our estimate of the net realizable
value of this receivable.

In fiscal 2002, we secured an assignment from Global Weather  Dynamics Inc. of a
letter of credit  payable  to Global  Weather  Dynamics  Inc.  in the  amount of
$160,000  payable upon Global's  successful  completion  of a customer  project.
Currently,  we have limited information about the status of this project and the
collectability  of this  debt has  become  doubtful.  Therefore,  an  additional
provision  of  $101,171  was made in 2002 to reduce  the net book  value of this
receivable to nil.  Global is still an active  company and we continue to pursue
efforts to collect the outstanding balance.

<PAGE>

Item 13.  Exhibits, Lists, and Reports On Form 8-K

(a) Exhibits

     2    Share Purchase  Agreement dated February 1, 2001 among Navtech,  Inc.,
          Jose Gomide,  Mario Guzzi,  Daniel Vatne,  Karin Vatne, James J. Rowan
          and Les Enterprises Ligeti Inc. (7)

     3(A) Certificate of Incorporation, as amended (8)

     3(B) By-Laws (5)

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

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

     10(C)Lease dated October 8, 1996 between  1394464  Ontario Inc. and Navtech
          Systems Support Inc. with respect to Waterloo, Ontario premises (3)

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

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

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

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

     10(H) 1999 Stock Option Plan (6)

     10(I)Subscription  Agreement  dated as of June 15,  2001  between  Navtech,
          Inc. and Net Mutation S.A. (9)

     10(J)Subscription  Agreement  dated as of June 15,  2001  between  Navtech,
          Inc. and Kleber Beauvillain (9)

     10(K)Promissory  Note dated as of June 29,  2001 from Easy  Flying  S.A. to
          Navtech, Inc. (9)

     10(L)Pledge Agreement dated as of June 29, 2001 between  Navtech,  Inc. and
          Easy Flying S.A. (9)

     10(M)Form  of  Stock  Option  Agreement  for  options  granted  to  Michael
          Jakobowski  and Michael  Ueltzen  dated as of December 11, 2001 and to
          Thomas Beynon dated as of May 11, 2001 (9)

     10(N)Minutes of  Settlement  and  Release  dated as of  November  29,  2001
          between Navtech Systems Support Inc. and Duncan Macdonald (9)

     10(O)Subscription  Agreement  dated as of March 31, 2000  between  Navtech,
          Inc. and Robert Snyder

     10(P)Stock Option  Agreement dated as of February 4, 2002 between  Navtech,
          Inc. and David Strucke

     21   Subsidiaries

     23   Consent of Deloitte & Touche LLP

     99   Certificate of Chief  Executive  Officer and Chief  Financial  Officer
          Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.


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

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

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

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

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

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

(7) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was originally  filed as an exhibit in our Current
Report on Form 8-K for an event dated February 1, 2001.

(8) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32, as such exhibit was originally filed as an exhibit in our Quarterly
Report on Form 10-QSB for the quarter ended April 30, 2001.

(9) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was  originally  filed as an exhibit in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 2001.


b) Reports on Form 8-K

We did not file any Current Reports on Form 8-K during the quarter ended October
31, 2002.


Item 14.  Controls And Procedures

Within 90 days  prior to the filing  date of this  report,  our Chief  Executive
Officer and Chief Financial Officer conducted an evaluation of the effectiveness
of our disclosure controls and procedures.  Based on this evaluation,  our Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls and  procedures  are  effective  in alerting him in a timely  manner to
material  information  required to be included in our SEC reports.  In addition,
our Chief Executive  Officer and Chief Financial  Officer  reviewed our internal
controls, and there have been no significant changes in our internal controls or
in other factors that could  significantly  affect those controls  subsequent to
the date of our last evaluation.

<PAGE>

NAVTECH, INC.

INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying  consolidated  balance sheets of Navtech,  Inc.
and  subsidiaries  (the  "Company")  as of October  31,  2002 and 2001,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  consolidated  financial  position of the Company as of
October 31, 2002 and 2001,  and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.



Deloitte & Touche, LLP
Chartered Accountants
Kitchener, Ontario
December 13, 2002


<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS
(In US Dollars)

<TABLE>
<CAPTION>

                                                                                 -----------------------------------
Fiscal Year Ended October 31,                                                             2001              2002
--------------------------------------------------------------------------------------------------------------------

REVENUE
<S>                                                                                 <C>              <C>
   Service fees                                                                     $   6,341,299    $   6,038,223
   Software license fees                                                                        -          226,311
--------------------------------------------------------------------------------------------------------------------
   Total revenue                                                                        6,341,299        6,264,534
--------------------------------------------------------------------------------------------------------------------

COSTS AND EXPENSES
   Cost of services                                                                     3,914,408        3,386,728
   Cost of software license fees                                                                -           49,243
   Research and development                                                               420,378          298,942
   Selling and marketing                                                                1,215,522          643,176
   General and administrative                                                           1,752,921        1,208,560
   Provision for bad debt - related parties (Note 6)                                      401,778          101,171
   Amortization of goodwill                                                                45,587           11,196
   Goodwill impairment charge (Note 3)                                                    424,177           87,243
--------------------------------------------------------------------------------------------------------------------
   Total costs and expenses                                                             8,174,711        5,786,259
--------------------------------------------------------------------------------------------------------------------
Income (loss) from operations                                                          (1,833,412)         478,275
--------------------------------------------------------------------------------------------------------------------
Other income (expense)
   Interest expense                                                                      (152,756)        (106,611)
   Interest revenue                                                                           692            3,859
--------------------------------------------------------------------------------------------------------------------
                                                                                         (152,064)        (102,752)
--------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                                                      (1,985,476)         375,523
Recovery of income taxes (Note 13)                                                       (137,570)         (33,801)
--------------------------------------------------------------------------------------------------------------------
Net earnings (loss)                                                                 $  (1,847,906)   $     409,324
--------------------------------------------------------------------------------------------------------------------
Net earnings (loss) per share (Note 12)
   Basic                                                                            $       (0.47)   $        0.09
--------------------------------------------------------------------------------------------------------------------
   Diluted                                                                          $       (0.47)   $        0.09
--------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding (Note 12)
   Basic                                                                                3,925,265        4,318,655
--------------------------------------------------------------------------------------------------------------------
   Diluted                                                                              3,925,265        4,666,155
--------------------------------------------------------------------------------------------------------------------
</TABLE>

See Notes to the Consolidated Financial Statements



<PAGE>

CONSOLIDATED BALANCE SHEETS
(In US Dollars)

<TABLE>
<CAPTION>
                                                                                  ---------------- -----------------
October 31,                                                                               2001              2002
--------------------------------------------------------------------------------- ---------------- -----------------

ASSETS
Current Assets
<S>                                                                                  <C>              <C>
   Cash                                                                              $     22,011     $    207,610
   Accounts receivable (net of allowance for bad debts
     of $95,372; 2001 - $144,025)                                                         687,952          526,667
   Accounts receivable - related parties (net of allowance for bad debts of
       $212,283; 2001 - 231,778) (Note 6)                                                 111,111                -
   Investment tax credits receivable (Note 4)                                              22,186           10,308
   Prepaid expenses and other                                                              63,972           84,819
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                          907,232          829,404
Capital Assets, Net (Note 5)                                                              574,384          466,148
Note Receivable From Related Party (net of allowance for bad debts of nil; 2001
      - 170,000) (Note 6)                                                                  30,000                -
Goodwill (net of accumulated amortization of $78,145; 2001 - $66,949) (Note 3)             98,439                -
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                     $  1,610,055     $  1,295,552
--------------------------------------------------------------------------------- ---------------- -----------------

LIABILITIES
Current Liabilities
   Accounts payable and accrued liabilities                                          $  1,227,956     $  1,025,236
   Note payable - factoring                                                               165,519                -
   Income taxes payable                                                                    34,886                -
   Long-term debt - current portion (Note 7)                                              278,863          182,788
   Obligation under capital leases - current portion (Note 7)                               2,865            7,678
   Deferred lease inducements - current portion (Note 8)                                   13,776           13,883
   Deferred revenue                                                                        83,744           63,902
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        1,807,609        1,293,487
Long-Term Debt (Note 7)                                                                   209,829           27,991
Obligation Under Capital Leases (Note 7)                                                    2,755           10,060
Deferred Lease Inducements (Note 8)                                                        55,104           41,647
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        2,075,297        1,373,185
--------------------------------------------------------------------------------- ---------------- -----------------

Commitments And Contingencies (Note 14)

STOCKHOLDERS' DEFICIENCY
Common stock (Note 9)                                                                       4,835            4,835
Authorized - 20,000,000, Par value $0.001, Issued - 4,834,906 (2001 - 4,834,906)
Preferred stock - Authorized - 2,000,000, Par value $0.10, Issued - nil (2001 -
nil)
Treasury stock (Note 9)                                                                      (508)            (608)
Additional paid-in capital                                                              3,108,361        3,078,088
Accumulated other comprehensive income                                                     48,466           57,124
Accumulated deficit                                                                    (3,626,396)      (3,217,072)
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                         (465,242)         (77,633)
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                     $  1,610,055     $  1,295,552
--------------------------------------------------------------------------------- ---------------- -----------------
</TABLE>

See Notes to the Consolidated Financial Statements


<PAGE>

NAVTECH, INC.


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(In US Dollars)

<TABLE>
<CAPTION>

                                                                 Accumulated                                 Total
                                                  Additional        Other                                Stockholders'    Total
                               Share    Capital    Paid-In      Comprehensive   Treasury    Accumulated     Equity/    Comprehensive
                            ---------- ---------
                              Shares     Amount    Capital          Income       Stock        Deficit    (Deficiency)  Income (Loss)
--------------------------- ---------- --------- ------------ --------------- ----------- -------------- ------------- ------------

<S>                          <C>        <C>       <C>          <C>             <C>         <C>           <C>            <C>
Balances, October 31, 2000   3,917,523  $  3,917  $2,191,289   $     45,766    $    (503)  $ (1,778,490) $    461,979
Issuance of shares (Note 9)    759,883       760     811,594                                                  812,354
Stock options exercised        157,500       158      63,827                                                   63,985
Issuance of warrants upon
  Acquisition of Airware
  Solutions Inc. (Note 3)                             49,091                                                   49,091
Treasury shares (Note 9)                              (7,440)                         (5)                      (7,445)
Translation adjustments                                               2,700                                     2,700   $     2,700
Net loss                                                                                     (1,847,906)   (1,847,906)   (1,847,906)
--------------------------- ---------- --------- ------------ --------------- ----------- -------------- -------------  ------------
Balances, October 31, 2001   4,834,906  $  4,835  $3,108,361   $     48,466    $    (508)  $ (3,626,396) $   (465,242)  $(1,845,206)
--------------------------- ---------- --------- ------------ --------------- ----------- -------------- -------------  ------------
Treasury shares (Note 9)                             (30,273)                       (100)                     (30,373)
Translation adjustments                                               8,658                                     8,658         8,658
Net earnings                                                                                    409,324       409,324       409,324
--------------------------- ---------- --------- ------------ --------------- ----------- -------------- -------------  ------------
Balances, October 31, 2002   4,834,906  $  4,835  $3,078,088   $     57,124    $    (608)  $ (3,217,072) $    (77,633)  $   417,982
--------------------------- ---------- --------- ------------ --------------- ----------- -------------- -------------  ------------
</TABLE>

See Notes to the Consolidated Financial Statements

<PAGE>

NAVTECH, INC.


CONSOLIDATED STATEMENTS OF CASH FLOWS
(In US Dollars)
<TABLE>
<CAPTION>
                                                                                  ---------------- -----------------
Fiscal Year Ending October 31,                                                           2001              2002
--------------------------------------------------------------------------------- ---------------- -----------------

OPERATING ACTIVITIES
<S>                                                                               <C>              <C>
Net earnings (loss)                                                               $    (1,847,906) $       409,324
Adjustments to reconcile net earnings (loss) to net
   cash provided by (used in) operating activities:
   Depreciation                                                                           177,780          174,682
   Amortization of goodwill                                                                45,587           11,196
   Goodwill impairment charge                                                             424,117           87,243
   Provision for uncollectible accounts                                                    23,650          (56,530)
   Provision for bad debt - related parties                                               401,778          101,171
   Loss on sale of capital assets                                                           1,079           16,480
   Deferred lease inducements                                                             (14,065)         (13,815)
Changes in operating assets and liabilities, net of the effect of acquisition:
   Accounts receivable                                                                   (134,182)         235,212
   Prepaid expenses and other                                                              30,590          (19,735)
   Investment tax credits receivable                                                      152,796           11,990
   Accounts payable, accrued liabilities and other liabilities                            402,060         (203,826)
   Deferred revenue                                                                        85,498          (20,388)
   Income taxes payable                                                                  (146,885)         (34,984)
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                         (398,103)         698,020
--------------------------------------------------------------------------------- ---------------- -----------------

INVESTING ACTIVITIES
Acquisition of Airware Solutions Inc., net of cash acquired of $1,874                     (49,864)               -
Note receivable advanced to related party                                                (200,000)               -
Proceeds on sale of capital assets                                                          3,985            8,257
Advances to former parent company, net                                                     37,164                -
Purchase of capital assets                                                                (75,441)         (88,355)
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                         (284,156)         (80,098)
--------------------------------------------------------------------------------- ---------------- -----------------

FINANCING ACTIVITIES
Repurchase of shares                                                                       (7,445)            (373)
Advances from (repayment of) factored receivables                                         168,985         (165,984)
Repayment of bank loan                                                                    (83,840)         (37,489)
Repayment of loans                                                                       (348,678)        (241,020)
Issuance of common shares                                                                 613,984                -
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                          343,006         (444,866)
--------------------------------------------------------------------------------- ---------------- -----------------

EFFECT OF FOREIGN EXCHANGE RATES ON CASH                                                  (10,375)          12,543
--------------------------------------------------------------------------------- ---------------- -----------------
Net cash flow                                                                            (349,628)         185,599
Cash, beginning of year                                                                   371,639           22,011
--------------------------------------------------------------------------------- ---------------- -----------------
Cash, end of year                                                                 $        22,011  $       207,610
--------------------------------------------------------------------------------- ---------------- -----------------
Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                         $       114,270  $        83,525
   Cash paid during the year for income taxes                                     $             -  $        11,426
--------------------------------------------------------------------------------- ---------------- -----------------
See Notes to Consolidated Financial Statements
</TABLE>


<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)

1.   DESCRIPTION OF THE BUSINESS

Navtech,  Inc.  ("Navtech-US")  was originally  incorporated in the State of New
York in 1981 and then  reincorporated in the State of Delaware in 1987.  Navtech
Systems   Support  Inc.   ("Navtech-Canada"),   a  wholly-owned   subsidiary  of
Navtech-US,  was  incorporated in the Province of Ontario in 1987.  Navtech (UK)
Limited  ("Navtech-UK"),  a  wholly-owned  subsidiary  of  Navtech-Canada,   was
incorporated in the United Kingdom in 1994. Airware Solutions Inc.  ("Airware"),
a wholly-owned  subsidiary of Navtech-US,  was  incorporated  in the Province of
Quebec  in  1986.   On  October  31,   2002,   Airware  was   amalgamated   with
Navtech-Canada.

The Company develops, markets and supports flight operations and crew management
systems for the commercial aviation industry. The Company's systems are designed
to assist commercial passenger and cargo air carriers in the dynamic environment
of their daily flight operations.

2.   SIGNIFICANT ACCOUNTING POLICIES

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

Basis of presentation

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiaries,  Navtech-Canada,  Navtech-UK  and Airware.  All
significant  intercompany  accounts and  transactions  have been eliminated upon
consolidation.  Navtech-US  acquired all of the issued and outstanding shares of
common and preferred stock of Airware on February 1, 2001. See Note 3.

Foreign currency translation

     a)   Translation of foreign subsidiaries' accounts

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

     b)   Translation of foreign currency transactions

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

Capital assets

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

Purchased computer software             40%     Declining balance
Computer equipment                      30%     Declining balance
Computer equipment under capital lease  30%     Declining balance
Furniture and fixtures                  20%     Declining balance
Office furniture under capital lease    20%     Declining balance
Office equipment                        20%     Declining balance
Leasehold improvements           Term of lease  Straight line

<PAGE>

Goodwill

Goodwill  is  recorded at cost.  Amortization  is computed on the  straight-line
method over ten years.  See Asset  impairment  and  Recently  issued  accounting
pronouncements.

Asset impairment

The Company reviews the carrying value of intangible and other long-lived assets
at least annually for evidence of impairment.  An impairment  loss is recognized
when the estimate of undiscounted  future cash flows generated by such assets is
less than the carrying  amount.  Measurement of the impairment  loss is based on
the present value of the expected future cash flows. See Note 3.

Income taxes

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

Research and development costs

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

Investment tax credits

Investment  tax credits  are  recorded  as a  reduction  of income tax  expense.
Investment  tax credits not  utilized in the current  year can be used to offset
income taxes in future years.

Revenue recognition

The Company records  software  license  revenues in accordance with the American
Institute  of  Certified  Public  Accountants  ("AICPA")  Statement  of Position
("SOP")  97-2,  as  amended  by SOP 98-4 and SOP 98-9.  The  Company  recognizes
software  license   revenues  upon  delivery  and  customer   acceptance  if  no
significant  obligations remain deliverable to the customer;  the sales contract
fee is fixed or  determinable  and all amounts  owing from the  customer are due
within one year and  collection  is  probable.  Customer  payments  received  in
connection  with license sales are recorded as deferred  revenue until such time
as all of the above criteria are met.  Third-party costs incurred by the Company
that are directly  related to license sales are deferred  until such time as the
related revenues are recognized.

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

Use of estimates

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

Recently issued accounting pronouncements

In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations",  and SFAS
No. 142,  "Goodwill and Other Intangible  Assets" ("FAS 141" and "FAS 142"). FAS
141 requires  that the purchase  method of  accounting  be used for all business
combinations  initiated after June 30, 2001. FAS 141 also specifies the criteria
by which intangible assets acquired in a purchase method business combination be
recognized  and reported  separately  from  goodwill.  FAS 142 will require that
goodwill  and  intangible  assets  with  indefinite  useful  lives no  longer be
amortized,  but instead be tested for impairment at least annually. FAS 142 will
also require the intangible  assets with definite useful lives be amortized over
their  respective  estimated  useful  lives,  and  reviewed  for  impairment  in
accordance  with SFAS No. 121,  "Accounting  for the  Impairment  of  Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of".

The Company  adopted  the  provisions  of FAS 141  effective  July 1, 2001.  The
Company is required to adopt FAS 142  effective  November 1, 2002.  Furthermore,
any goodwill and any intangible  asset  determined to have an indefinite  useful
life that are acquired in a purchase business  combination  completed after June
30, 2001 will not be amortized, but will continue to be evaluated for impairment
in accordance  with  previously  existing  accounting  literature.  Goodwill and
intangible  assets acquired in a business  combination  completed before July 1,
2001 will  continue to be  amortized  prior to the adoption of FAS 142. As there
were no  intangible  assets  recorded  at October  31,  2002,  the  Company  has
determined  that FAS 142 will have no  material  impact on its future  financial
statements.  During the year ended October 31, 2002,  the  amortization  expense
associated with goodwill was $11,196 and a charge for goodwill impairment in the
amount of $87,243 was recorded.  There was no unamortized  goodwill remaining at
October 31, 2002.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets"  ("FAS 144")  which  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed  of" ("FAS 121").  FAS 144 also  supersedes  certain  aspects of the
Accounting Principles Board Opinion No. 30 ("APB 30"), "Reporting the Results of
Operations--Reporting  the Effects of Disposal of a Segment,  and Extraordinary,
Unusual and Infrequently  Occurring Events and  Transactions," as related to the
reporting of the effects of a disposal of a segment of a business.  FAS 144 will
require  expected future  operating  losses from  discontinued  operations to be
displayed in  discontinued  operations in the period  incurred rather than as of
the  measurement  date  as  presently  required  by APB 30.  Additionally,  more
dispositions  may  qualify as  discontinued  operations.  Adoption of FAS 144 is
required for the Company's  fiscal year beginning on November 1, 2002. Since the
Company does not intend to dispose of a business  segment and no  impairment  of
remaining  long-lived  assets is foreseen at October 31,  2002,  the Company has
determined  that  SFAS  144  will  have  no  material  impact  on its  financial
statements.

<PAGE>

3.   ACQUISITIONS

Acquisitions completed in the year ended October 31, 2002

No acquisitions were completed in the year ended October 31, 2002.

However,  in the fourth  quarter of 2002,  the Company  decided to write-off the
remaining   unamortized  goodwill  balance  of  $87,243  relating  to  the  1999
acquisition of Navtech-UK. The decision to recognize an impairment loss was made
in light of  continuous  operating  losses in the first  three  years  after the
acquisition,  negative  cash  flows  and the  length of time  estimated  for the
Company to recover the initial investment.  After analyzing estimated cash flows
in future years, it was determined that, in all likelihood,  the Company will be
able to recover the amounts invested in Navtech-UK in approximately three years.
However,  due to the uncertainty of market  conditions and business  performance
beyond that period,  the Company concluded to write-off the remaining  goodwill.
The Company  determined the amount of the impairment  charge based on discounted
net cash flows.

Acquisitions completed in the year ended October 31, 2001

On February  1, 2001,  the Company  acquired  all of the issued and  outstanding
shares of common and preferred  stock of Airware.  Airware  develops  scheduling
systems for the global airline  industry.  The consideration the Company paid to
the common  stockholders of Airware  consisted of an aggregate of 133,560 common
shares  valued at $1.25 per share,  the closing  price of the  Company's  common
stock on February 1, 2001,  and 56,000  warrants to acquire 56,000 common shares
at an exercise  price of $1.25 per share which  expired  January 31,  2002.  The
warrants were valued at $49,091 as determined by their  estimated  fair value as
of  February  1, 2001 using the  Black-Scholes  option  pricing  model using the
following assumptions:

Assumption
--------------------------------------------------------------------------------
Volatility factor of expected market price of the Company's stock         204%
Dividend yield                                                              0%
Risk-free rate                                                              6%
Weighted average expected life of warrants (years)                        1.00
--------------------------------------------------------------------------------

The Company paid the preferred shareholders of Airware a cash payment of $50,000
Canadian  (approximately  $33,500  US).  Concurrently  with the  closing  of the
acquisition,  the Company settled  certain  obligations of Airware by issuing an
aggregate of 76,323  common shares and making cash  payments  totaling  $112,000
Canadian (approximately $75,000 US). The acquisition was accounted for using the
purchase method as follows:

------------------------------------------------------- ------------------
Purchase price including acquisition costs                 $     466,514
------------------------------------------------------- ------------------

Purchase price allocation:
         Tangible net assets acquired                      $       8,009
         Goodwill                                                458,505
------------------------------------------------------- ------------------
                                                           $     466,514
------------------------------------------------------- ------------------

As at October 31, 2002, all warrants  issued in connection  with the acquisition
had expired. None were exercised.

In the fourth  quarter of 2001,  the Company  decided to write-off the remaining
unamortized goodwill balance of $424,117 resulting from the Airware acquisition.
The  decision  to  recognize  an  impairment  loss was  made in light of  market
conditions present in the airline industry following the events of September 11,
2001; the inability of the Company to generate  significant  revenues associated
with  Airware's  product  offering  during  the year  ended  October  31,  2001;
Airware's  operating  loss in the nine months  following  the  acquisition;  and
projected  negative cash flows  associated  with the Airware assets over the two
year period ending  October 31, 2003.  The Company  determined the amount of the
impairment charge based on discounted net cash flows.

<PAGE>

4.   INVESTMENT TAX CREDITS RECEIVABLE

Navtech-Canada  and Airware have filed claims for Investment Tax Credits for its
scientific  research and  experimental  development  activities for fiscal years
ended  October 31,  1992  through  January 31,  2001.  Scientific  research  and
experimental  Investment Tax Credits  ("ITCs") are available to certain entities
located in Canada  carrying out  qualified  research and  development.  Further,
these  credits,  since  1995,  have  been  available  at both  the  federal  and
provincial level.

Claims 1992 - 1995

All of  Navtech-Canada's  claims for the fiscal  years  ended  October  31, 1992
through  October 31, 1995 were subjected to both financial and technical  audits
by  the  Canada  Customs  and  Revenue  Agency  ("CCRA"),  the  Canadian  taxing
authority.  Based on its technical audit,  the CCRA disallowed  certain expenses
related to projects deemed  non-qualifying,  and accordingly,  reduced the final
assessed  claim.  Further,  the CCRA has  rejected  Navtech-Canada's  Notices of
Objections to these  assessments.  Navtech-Canada has filed an appeal to the Tax
Court of  Canada.  The  amounts in  dispute  (translated  into US dollars at the
appropriate spot rate) are as follows:

                                                                    Year ended
                                                                   October 31,
                                       -------------------- -------------------
                                                      2001                2002
-------------------------------------- -------------------- -------------------
Taxation year ended:
   March 31, 1992                         $        25,776      $        25,776
   March 31, 1993                                  97,288               97,288
   March 31, 1994                                  39,507               39,507
   October 31, 1995                                76,096               76,096
-------------------------------------- -------------------- -------------------
                                                  238,667              238,667
Less: Allowance                                   238,667              238,667
-------------------------------------- -------------------- -------------------
                                          $             -      $             -
-------------------------------------- -------------------- -------------------

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

Investment Tax Credits Receivable

Investment tax credits receivable (translated into US dollars at the appropriate
spot rate) consist of the following amounts:

<TABLE>
<CAPTION>
                                                                                      Year ended
                                                                                     October 31,
                                                         -------------------- -------------------
                                                                        2001                2002
-------------------------------------------------------- -------------------- -------------------
Taxation year ended:
<S>                                                      <C>                  <C>
   March 31, 1992 through October 31, 1995 (disputed)    $          238,667   $          238,667
   January 31, 2001 (unassessed)                                     22,186               15,805
-------------------------------------------------------- -------------------- -------------------
                                                                    260,853              254,472
Less: Allowance                                                     238,667              244,164
-------------------------------------------------------- -------------------- -------------------
                                                         $           22,186   $           10,308
-------------------------------------------------------- -------------------- -------------------
</TABLE>

<PAGE>

5.       CAPITAL ASSETS

                                                                    October 31,
                                              ---------------- ----------------
                                                         2001             2002
--------------------------------------------- ---------------- ----------------
Cost
   Purchased computer software                $      601,914   $       641,309
   Computer equipment                                640,894           546,768
   Computer equipment under capital lease                  -            17,062
   Furniture and fixtures                            106,204            98,126
   Office furniture under capital lease                8,451             8,517
   Office equipment                                  161,872           157,704
   Leasehold improvements                            198,203           201,772
--------------------------------------------- ---------------- ----------------
                                                   1,717,538         1,671,258
--------------------------------------------- ---------------- ----------------
Accumulated depreciation
   Purchased computer software                       460,149           521,251
   Computer equipment                                459,462           408,983
   Computer equipment under capital lease                  -             2,732
   Furniture and fixtures                             54,397            57,874
   Office furniture under capital lease                1,916             3,248
   Office equipment                                   85,897           102,846
   Leasehold improvements                             81,333           108,176
--------------------------------------------- ----------------- ----------------
                                                   1,143,154         1,205,110
--------------------------------------------- ----------------- ----------------
                                              $      574,384   $       466,148
--------------------------------------------- ----------------- ----------------



<PAGE>

6.   DUE FROM RELATED PARTIES

Easy Flying, S.A.

October 31, 2001

During fiscal year 2001, as a condition to a  subscription  agreement with third
parties,  the Company loaned $200,000 to Easy Flying S.A., a related party,  and
received  a  promissory  note  in the  amount  of  $200,000.  Easy  Flying  S.A.
subsequently filed for bankruptcy on September 28, 2001. The Company provided in
its  financial  statements  the sum of $170,000  on the note of $200,000  and an
additional reserve of $120,665  representing other trade amounts receivable from
Easy Flying S.A. at October 31, 2001.

October 31, 2002

In the fourth quarter of fiscal 2002, the Company  foreclosed on 100,000 Navtech
shares that had served as security for payment of the promissory  note issued in
fiscal 2001.  On the date of  transfer,  these shares had a fair market value of
$30,000,  equal  to the  net  book  value  of the  receivable.  Therefore,  this
transaction  had no impact on the  Company's  statement of  operations in fiscal
2002.

Global Weather Dynamics, Inc.

October 31, 2001

During fiscal 2001, the Company performed consulting services for Global Weather
Dynamics,  Inc.  ("GWDI"),  a related  party.  Given the Company's  knowledge of
GWDI's financial  position,  the Company  determined to discontinue  services to
GWDI and provide an allowance of $111,111 on this receivable (which  represented
one-half  of  the  outstanding  amounts  for  consulting  services  and  related
expenses).

October 31, 2002

During fiscal 2002, the Company  secured an assignment  from GWDI of a letter of
credit payable to GWDI in the amount of $160,000 payable upon GWDI's  completion
of a customer project.  Currently,  we have limited information about the status
of this  project  and the  collectability  of this  debt  has  become  doubtful.
Therefore,  an  additional  provision of $101,171 was made in 2002 to reduce the
net book value of this receivable to nil.



<PAGE>



7.   LONG-TERM DEBT

Long-term debt as of October 31, 2001 and 2002 is as follows:
<TABLE>
<CAPTION>
                                                                                                          October 31,
                                                                              -------------------- -------------------
                                                                                             2001                2002
----------------------------------------------------------------------------- -------------------- -------------------

<S>                                                                                       <C>                  <C>
Note payable to Avcon Associates Inc.,  interest at 18%, payable
     in blended  weekly  payments  of $900  Canadian  ($575 USD)
     through March 2005.                                                                  46,235               35,651

Note payable representing a retirement allowance, non-interest bearing note with
     an original face value of $600,000 payable in 96 semi-monthly payments
     through November 2003. The note has been recorded at its net present value
     using a discount rate of 7.5%.                                                      263,144              144,253

Small business bank loan payable, interest at the bank's prime rate (4.50% at
     October 31, 2002) plus 3.00%, payable in monthly principal payments of
     $4,250 Canadian ($2,714 USD) plus interest based on a 36 month amortization
     period. This loan is secured by security interest in all capital
     assets of Navtech-Canada except real property.                                       56,552               24,423

Term loan, interest at 10.5%, payable in monthly payments of principal and
     interest of $10,190 through September 2002. This loan was secured by
     security interest in a current
     customer contract.                                                                  106,358                    -

Term loan,  no interest,  payable in monthly  payments of $1,000
     Canadian ($634 USD) through June 2002.                                                5,069                    -

Equipment note, payable in monthly payments of principal and interest of $598
     through August 2003. This note is secured by security interest in a
     telephone system in
     Monterey, California.                                                                11,334                6,452
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                         488,692              210,779
Less: Current portion                                                                    278,863              182,788
----------------------------------------------------------------------------- -------------------- -------------------
Long-term portion                                                             $          209,829   $           27,991
----------------------------------------------------------------------------- -------------------- -------------------


Maturities of long-term debt as of October 31, 2002 are as follow:

----------------------------------------------------------------------------- -------------------- -------------------
2003                                                                                                  $       182,788
2004                                                                                                           21,940
2005 and thereafter                                                                                             6,051
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                                      $       210,779
----------------------------------------------------------------------------- -------------------- -------------------
</TABLE>



<PAGE>


The Company is committed under capital leases for computer and office  equipment
with terms  expiring at various dates between 2003 and 2005.  The future minimum
lease payments under the lease  agreements along with the present balance of the
obligation under the capital leases are as follows:


Minimum lease payments for year ended October 31,
   2003                                                  $         9,838
   2004                                                            6,844
   2005                                                            4,631
----------------------------------------------------- --------------------
----------------------------------------------------- --------------------
                                                                  21,313
Less: Amounts representing interest                                3,575
----------------------------------------------------- --------------------
----------------------------------------------------- --------------------
Balance of obligation                                             17,738
Less: Current portion                                              7,678
----------------------------------------------------- --------------------
----------------------------------------------------- --------------------
Long-term portion                                        $        10,060
----------------------------------------------------- --------------------


8.       DEFERRED LEASE INDUCEMENTS

Navtech-Canada  entered into a lease for its  premises in Waterloo,  Canada that
provided for certain lease  inducements,  including the provision of a leasehold
improvement  allowance  and a period of free rent.  The Company has deferred the
recognition  of these  inducements  and is amortizing the  inducements  over the
initial term of the lease set to expire  October 2006.  Annual  amortization  is
charged against rent expense.  Deferred lease inducements as of October 31, 2001
and 2002 are as follows:

                                                               October 31,
                                   -------------------- -------------------
                                                  2001                2002
---------------------------------- -------------------- -------------------
Deferred lease inducements         $          137,762   $          138,827
Less: Accumulated amortization                 68,882               83,297
---------------------------------- -------------------- -------------------
                                               68,880               55,530
Less: Current portion                          13,776               13,883
---------------------------------- -------------------- -------------------
                                   $           55,104   $           41,647
---------------------------------- -------------------- -------------------


9.       SHARE CAPITAL

The authorized share capital of the Company consists of 20,000,000 common shares
with a par value of $0.001,  and 2,000,000  preferred shares with a par value of
$0.10. At October 31, 2002,  there were 4,834,906 common shares issued and fully
paid (2001 - 4,834,906) and no preferred shares issued.

Year ended October 31, 2002

The Company did not issue any common  shares  during the year ended  October 31,
2002.

Treasury stock

On January 9, 2002, the Company paid several states in the United States the sum
of $373 representing the value for unclaimed shares originally registered in the
respective states. These shares were brought into treasury.

On October 22, 2002, the Company foreclosed upon 100,000 of the Company's common
shares  with a fair  market  value of  $30,000.  The common  shares were held as
security  against a defaulted note receivable in the amount of $200,000 due from
Easy Flying S.A., a related party.

At October 31, 2002, the number of common shares in treasury amounted to
607,918.
<PAGE>

Year ended October 31, 2001

On February 1, 2001, the Company issued 133,560 common shares valued at $166,950
to the shareholders of Airware in conjunction with the acquisition.

On February 1, 2001,  the Company  issued 76,323 common shares valued at $95,404
in settlement of an obligation of Airware in conjunction with the acquisition.

On March 2, 2001,  the Company issued an aggregate of 100,000 common shares in a
private  offering to three  individuals  at a price of $1.00 per share for total
proceeds of $100,000.

On April 30, 2001, the Company issued 50,000 common shares in a private offering
at a price of $1.00 per share for proceeds of $50,000.

On June 15, 2001,  the Company issued an aggregate of 400,000 common shares in a
private  offering  to two  individuals  at a price of $1.00  per share for total
proceeds of $400,000.

During the year,  the Company  issued  67,500 common shares upon the exercise of
options under the 1999 Stock Option Plan for total proceeds of $18,985.

During the year,  the Company  issued  90,000 common shares upon the exercise of
options under the 1995 Key  Employees  and Advisors  Stock Option Plan for total
proceeds of $45,000.

Treasury Stock

During the year, the Company  completed an odd lot program to repurchase  common
shares from  shareholders  holding  less than a complete  lot of common  shares.
4,963 common shares were  repurchased at a price of $1.50 per common share for a
total of $7,445.

At October 31, 2001, the number of common shares in treasury amounted to 507,758
shares.




<PAGE>



10.      STOCK OPTION PLANS

In 1995,  the Company  adopted the 1995 Key Employees and Advisors  Stock Option
Plan (the "1995 Plan"),  which provides for the granting of  nonqualified  stock
options for the purchase of a maximum,  as amended in 1996, of 700,000 shares of
the Company's  common stock to key employees and advisors of the Company.  Under
the terms of the 1995 Plan,  the  options,  which expire no later than ten years
after grant,  are  exercisable at a price  determined by the Board of Directors,
and become  exercisable in accordance with terms  established at the time of the
grant. At October 31, 2002, no further options were exercisable or were eligible
to be granted.

Further,  in 1999,  the Company  adopted  the 1999 Stock  Option Plan (the "1999
Stock Option Plan"),  as approved by the shareholders on January 14, 2000, which
provided for the granting of incentive  stock  options and  non-statutory  stock
options  for the  purchase  of a maximum of  1,500,000  shares of the  Company's
common stock to directors,  employees,  consultants and advisors of the Company.
On March 29,  2001,  the  shareholders  approved an  amendment to the 1999 Stock
Option  Plan to  increase  the  maximum  number  of  options  to be  granted  to
3,000,000.  Under the terms of the 1999 Stock  Option Plan,  the options,  which
expire no later than ten years after grant,  are  exercisable at a price no less
than the fair  market  value of the  Company's  common  stock at the date of the
grant and become exercisable in accordance with terms established at the time of
the grant.

A summary of the activity in the Option Plans is set forth below:

                                           --------------- --------------------
                                                Number of     Weighted Average
                                                   Shares       Exercise Price

------------------------------------------ ---------------- --------------------
Balance outstanding at October 31, 2000        1,177,015        $         0.56
     Granted                                     207,000                  0.90
     Canceled and expired                       (161,500)                 0.86
     Exercised                                  (157,500)                 0.41
------------------------------------------ ---------------- --------------------
Balance outstanding at October 31, 2001        1,065,015        $         0.62
     Granted                                     254,750                  0.33
     Canceled and expired                       (227,750)                 0.66
     Exercised                                         -                  -
------------------------------------------ ---------------- --------------------
Balance outstanding at October 31, 2002        1,092,015        $         0.55
------------------------------------------ ---------------- --------------------
Exercisable at October 31, 2000                  420,265        $         0.60
Exercisable at October 31, 2001                  909,015        $         0.55
Exercisable at October 31, 2002                  894,203        $         0.57
------------------------------------------ ---------------- --------------------

The following table summarizes information concerning outstanding options at
October 31, 2002:

<TABLE>
<CAPTION>
                          ------------------ ----------------- ----------------- ------------------ -----------------
                                             Weighted Average
                           Number of Options   Remaining       Weighted Average  Number of Options  Weighted Average
Range of Exercise Prices     Outstanding     Contractual Life    Exercise Price        Exercisable    Exercise Price
------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
<C>                                <C>       <C>                   <C>                    <C>           <C>
$0.15                              100,000   9.27 years            $      0.15            50,000        $      0.15

$0.28125                           297,500   2.27 years            $      0.28           297,500        $      0.28

$0.375 - $0.75                     517,515   5.39 years            $      0.58           386,890        $      0.60

$0.90 - $1.1875                    167,000   3.64 years            $      1.14           149,813        $      1.17

$1.46875                            10,000   3.25 years            $      1.47            10,000        $      1.47

------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
                                 1,092,015   3.76 years            $      0.55           894,203        $      0.57
------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
</TABLE>



<PAGE>

11.      STOCK BASED COMPENSATION

The Company has adopted SFAS No. 123, "Accounting for Stock-Based Compensation."
As permitted under this standard, the Company elected to continue to account for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  in
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees," and related interpretations.  Accordingly,  compensation expense for
stock  options  is  measured  as the  excess,  if any,  of the fair value of the
Company's  stock at the date of grant  over the amount an  employee  must pay to
acquire the stock. Pro forma  information  regarding net income and earnings per
share is  required  by SFAS  123,  and has  been  determined  as if the  Company
accounted  for its employee  stock  options  under the fair value method of that
Statement.  The fair value for these  options was estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted average
assumptions:

<TABLE>
<CAPTION>
                                                                                                         Year ended
                                                                                                        October 31,
                                                                                ------------------------------------
Assumption                                                                                  2001              2002
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>               <C>
Volatility factor of expected market price of the Company's stock                            204%              206%
Dividend yield                                                                                 0%                0%
Risk-free rate                                                                                 3%                4%
Weighted average expected life of stock options (years)                                      2.00              4.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                         Year ended
                                                                                                        October 31,
                                                                                ------------------------------------
                                                                                            2001              2002
--------------------------------------------------------------------------------------------------------------------
Net earnings (loss)
<S>                                                                                <C>               <C>
   As per reported                                                                 $  (1,847,906)    $     409,324
   Pro forma                                                                       $  (2,006,803)    $     328,633
Earnings (loss) per share, basic
   As per reported                                                                 $      (0.47)     $       0.09
   Pro forma                                                                       $      (0.51)     $       0.08
Earnings (loss) per share, diluted
   As per reported                                                                 $      (0.47)     $       0.09
   Pro forma                                                                       $      (0.51)     $       0.07
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The weighted average grant date fair value for stock options granted during the
fiscal year ended October 31, 2002 was $0.33.



<PAGE>

12.      EARNINGS PER SHARE

Basic and diluted earnings per share are calculated as follows:

<TABLE>
<CAPTION>
                                                                                                         Year ended
                                                                                                        October 31,
                                                                                ------------------------------------
                                                                                            2001              2002
--------------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                                <C>               <C>
   Net earnings (loss) (A)                                                         $  (1,847,906)    $     409,324
--------------------------------------------------------------------------------------------------------------------

Denominator:
   Denominator for basic earnings (loss) per share - weighted average
     number of common shares outstanding (B)                                           3,925,265         4,318,655
   Effect of dilutive securities:
     Employee stock options                                                                    -           347,500
--------------------------------------------------------------------------------------------------------------------
   Denominator for diluted earnings (loss) per share - adjusted weighted
     average number of common shares outstanding  (C)                                  3,925,265         4,666,155
--------------------------------------------------------------------------------------------------------------------

Earnings (loss) per share - basic (A)/(B)                                          $       (0.47)    $        0.09
--------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share - diluted (A)/(C)                                        $       (0.47)    $        0.09
--------------------------------------------------------------------------------------------------------------------
</TABLE>

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


13.      INCOME TAXES

The components of the recovery of income taxes are as follows:
<TABLE>
<CAPTION>

                                                                                                         Year ended
                                                                                                        October 31,
                                                                                ------------------------------------
                                                                                            2001              2002
--------------------------------------------------------------------------------------------------------------------
Current:
<S>                                                                                <C>               <C>
   United States                                                                   $           -     $           -
   Canada                                                                               (137,570)          (33,801)
   United Kingdom                                                                              -                 -
--------------------------------------------------------------------------------------------------------------------
                                                                                        (137,570)          (33,801)
--------------------------------------------------------------------------------------------------------------------
Deferred:
   United States                                                                               -                 -
   Canada                                                                                      -                 -
   United Kingdom                                                                              -                 -
--------------------------------------------------------------------------------------------------------------------
                                                                                               -                 -
--------------------------------------------------------------------------------------------------------------------
                                                                                   $    (137,570)    $     (33,801)
--------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


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

<TABLE>
<CAPTION>
                                                                                                         Year ended
                                                                                                        October 31,
                                                                                ------------------------------------
                                                                                            2001              2002
--------------------------------------------------------------------------------------------------------------------
Deferred income tax assets:
<S>                                                                                <C>               <C>
   Net operating losses carried forward                                            $     819,000     $     525,000
   Deferred salaries and other compensation                                              109,000            46,000
   Investment tax credits                                                                      -                 -
   Allowance for doubtful accounts                                                       161,000           102,000
--------------------------------------------------------------------------------------------------------------------
                                                                                       1,089,000           673,000
--------------------------------------------------------------------------------------------------------------------
Deferred income tax liabilities
   Depreciation                                                                           92,000            29,000
--------------------------------------------------------------------------------------------------------------------
                                                                                          92,000            29,000-
--------------------------------------------------------------------------------------------------------------------
Net deferred tax asset                                                                   997,000           644,000
Valuation allowance                                                                     (997,000)         (644,000)
--------------------------------------------------------------------------------------------------------------------
Deferred tax asset, net of valuation allowance                                     $           -     $           -
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The provision for income taxes varies from the expected provision at the
statutory rates for the following reasons:

<TABLE>
<CAPTION>
                                                                                                         Year ended
                                                                                                        October 31,
                                                                                ------------------------------------
                                                                                            2001              2002
--------------------------------------------------------------------------------------------------------------------
Combined basic statutory rate                                                                 40%               40%
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>
Provision for (recovery of) income taxes based on the basic statutory rate         $    (669,000)    $     150,000
Increase (decrease) in income taxes resulting from the following:
   Effects of differing statutory rates in other countries                               (20,000)                -
   Non-deductible expenses, including amortization and impairment of goodwill            188,000            54,000
   Non-recognition of tax credits and losses available for carry-forward                 363,430           188,199
   Recognition of tax loss carryforwards from prior years                                      -          (269,000)
   Permanent differences                                                                       -          (156,000)
--------------------------------------------------------------------------------------------------------------------
                                                                                   $    (137,570)    $     (32,801)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company and its subsidiaries have combined income tax loss carryforwards of
approximately $1,584,000 that expire as follow:
<TABLE>
<CAPTION>

Expiry Year                                 Canada         United States       United Kingdom         Total
------------------------------ -------------------- --------------------- -------------------- ---------------------
<C>                                       <C>                   <C>                 <C>                    <C>
2008                                      $247,000                     -                    -               247,000
2009                                       222,000                     -                    -               222,000
2017                                             -               336,000                    -               336,000
2018                                             -               318,000                    -               318,000
2019                                             -               228,000                    -               228,000
Indefinite                                       -                     -             $233,000               233,000
------------------------------ -------------------- --------------------- -------------------- ---------------------
                               $           469,000  $            882,000  $           233,000  $          1,584,000
------------------------------ -------------------- --------------------- -------------------- ---------------------
</TABLE>

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


14.      COMMITMENTS AND CONTINGENCIES

Commitments

The Company is committed  under  non-cancellable  operating  leases for business
premises and office equipment with terms expiring at various dates through 2007.
The future minimum amounts payable under the lease agreements are as follows:

------------------------------------------------- -------------------
2003                                                 $       191,886
2004                                                         165,415
2005                                                         153,408
2006                                                         148,792
2007 and thereafter                                           10,075
------------------------------------------------- -------------------
                                                     $       669,576
------------------------------------------------- -------------------

Rent expense for the fiscal  years ended  October 31, 2002 and 2001 was $238,227
and $292,000, respectively.

Contingencies

On September 13, 1999, the Company  received a demand from the attorneys for the
Chapter 11 Creditors  Committee  for Southern  Air  Transport,  Inc. for alleged
preferential  payments of $88,850 made to  Navtech-Canada  within 90 days of the
filing  of  the  bankruptcy  petition  by  Southern  Air in  the  United  States
Bankruptcy  Court for the  Southern  District  of Ohio on October  1, 1998.  The
complaint was filed on September 21, 2000;  however,  a summons  appears to have
never  been  obtained.  The  Company  has not been  served  with a  summons  and
complaint.  The  Company  is of the view  that the  payments  received  were for
contemporaneous  consideration and were therefore not preferential  payments. At
October 31, 2002, no liability has been recorded for the contingency disclosed.

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

15.      FINANCIAL INSTRUMENTS

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

Fair value of financial instruments

At  October  31,  2001  and  2002,  the  estimated  fair  value of cash and cash
equivalents,  accounts receivable,  accounts payable and accrued liabilities was
equal to the book value given the short-term maturity of the items.

Foreign exchange risk

Foreign  exchange risk is the risk that exchange rates will affect the Company's
operating  results.  The  Company is exposed  to foreign  exchange  risk in that
approximately  83% of the  Company's  sales  contracts  are  denominated  in the
functional  currency  (US  dollar)  while  approximately  69% of  the  Company's
expenditures are denominated in currencies  other than the functional  currency.
The Company is exposed to foreign  exchange  risk with respect to net  financial
liabilities  totaling  $213,282,  which are denominated in currencies other than
the functional currency.

Credit risk

The Company is exposed to credit risk through cash and accounts receivable.  The
Company holds its cash positions with reputable financial institutions. Accounts
receivable  credit risk is  mitigated by the fact that the Company is a supplier
of essential  services to its  customers and through its policy of invoicing for
services one month in advance.  Through close monitoring of accounts  receivable
on a regular basis, the Company limits the potential exposure.  Bad debt expense
for the year  ended  October  31,  2002  amounted  to  $71,472  on  revenues  of
$6,264,534.
<PAGE>

16.      SEGMENTED INFORMATION

The  Company  and  its  subsidiaries  maintain  operating  facilities  in  three
geographic  segments that are set out below. Each segment contains the operating
results for the subsidiaries listed on a stand-alone basis:
<TABLE>
<CAPTION>

Year ended October 31, 2002     Navtech, Inc.    Navtech-Canada,    Navtech-UK      Inter-segment     Consolidated
                                                     Airware                         adjustments
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
<S>                              <C>                <C>              <C>              <C>              <C>
Revenue                          $   2,079,058      $ 3,906,671      $   789,886      $  (511,081)     $ 6,264,534
Costs and expenses (other
   than depreciation
   and amortization)                 1,688,573        3,494,274          828,623         (498,819)       5,512,651
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
                                       390,485          412,397          (38,737)         (12,262)         751,883
Depreciation                           175,075           91,375           13,386         (104,667)         175,169
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
Segment earnings (loss)                215,410          321,022          (52,123)          92,405          576,714
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
Amortization of goodwill                                                                                    11,196
Goodwill impairment charge                                                                                  87,243
                                                                                                    ------------------
Earnings from operations                                                                                   478,275
Interest expense                                                                                          (106,611)
Interest revenue                                                                                             3,859
                                                                                                    ------------------
Net earnings before taxes                                                                                  375,523
Income tax recovery                                                                                        (33,801)
Net earnings                                                                                           $   409,324
============================== ================= ================ ================ ================ ==================
Total assets                     $   1,933,960      $ 1,437,209      $   217,751      $(2,293,367)     $ 1,295,533
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
Capital expenditures             $       9,961      $    74,122      $     4,272      $         -      $    88,355
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
</TABLE>

<TABLE>
<CAPTION>

Year ended October 31, 2001     United States        Canada           Europe        Inter-segment     Consolidated
                                                                                     adjustments
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
<S>                              <C>                <C>              <C>              <C>              <C>
Revenue                          $   2,076,451      $ 3,792,108      $   951,911      $  (479,171)     $ 6,341,299
Costs and expenses (other
   than depreciation
   and amortization)                 2,208,326        4,731,510        1,055,917         (468,526)       7,527,227
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
                                      (131,875)        (939,402)        (104,006)         (10,645)      (1,185,928)
Depreciation                           155,661          100,886           13,233          (92,000)         177,780
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
Segment loss                          (287,536)      (1,040,288)        (117,239)          81,355       (1,363,708)
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
Amortization of goodwill                                                                                    45,857
Goodwill impairment charge                                                                                 424,177
                                                                                                    ------------------
Loss from operations                                                                                    (1,833,412)
Interest expense                                                                                          (152,756)
Interest revenue                                                                                               692
                                                                                                    ------------------
Net loss before taxes                                                                                   (1,985,476)
Income taxes                                                                                              (137,570)
Net loss                                                                                               $(1,847,906)
============================== ================= ================ ================ ================ ==================
Total assets                     $   2,143,107      $ 1,568,922      $   260,917      $(2,362,891)     $ 1,610,055
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
Capital expenditures             $       4,137      $    58,010      $    13,294      $         -      $    75,441
------------------------------ ----------------- ---------------- ---------------- ---------------- ------------------
</TABLE>

The  following  table shows total  revenues on a customer  geographic  basis for
fiscal 2001 and 2002 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                                      Total Revenue           Percentage of Total Revenue
                                              -------------------------------------------------------------
                                                   2001           2002            2001           2002
---------------------------------------------- -------------- -------------- --------------- --------------
<S>                                              <C>            <C>                  <C>             <C>
United States, Mexico, South America and         $   4,472      $   4,836            70%             77%
  other
Canada                                                 937            661            15              11
Europe, Africa and Middle East                         932            767            15              12
---------------------------------------------- -------------- -------------- --------------- --------------
                                                 $   6,341      $   6,264           100%            100%
---------------------------------------------- -------------- -------------- --------------- --------------
</TABLE>

<PAGE>

17.      COMPARATIVE FIGURES

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


<PAGE>


Signatures

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

Dated: January 27, 2003                           NAVTECH, INC.


                                                  By: /s/ Daivd Strucke
                                                  ----------------------------
                                                  David Strucke,
                                                  Chief Executive Officer


     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

         Signatures        Capacity                             Date


/s/David Strucke           President, Chief Executive Officer,  January 27, 2003
------------------------
David Strucke              Chief Financial Officer, Secretary,
                           and Director
                           (Principal Executive Officer,
                           Principal Financial Officer, and
                           Principal Accounting Officer)

/s/ Thomas D. Beynon       Director                             January 27, 2003
------------------------
Thomas D. Beynon

/s/ Michael Jakobowski     Director                             January 27, 2003
------------------------
Michael Jakobowski

/s/ Michael Ueltzen        Director                             January 27, 2003
------------------------
Michael Ueltzen

<PAGE>

                                  Certification


     I, David Strucke,  Chief Executive  Officer and Chief Financial  Officer of
Navtech, Inc., certify that:

     1. I have reviewed this annual report on Form 10-KSB of Navtech, 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  (or  persons  performing  the
equivalent functions):

          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 weaknesses 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

<PAGE>

     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: January 27, 2003

                                                /s/ David Strucke
                                                ----------------------------
                                                David Strucke
                                                Chief Executive Officer and
                                                Chief Financial Officer