UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                    FORM 10-K


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

                        FOR THE YEAR ENDED APRIL 30, 2000

                                        OR

[      ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) FOR THE  SECURITIES
       EXCHANGE ACT OF 1934 (NO FEE  REQUIRED)  For the  Transition  Period From
       ____________________ to _________________.

                         Commission File Number: 0-13628

                         TRIDON ENTERPRISES INCORPORATED
              (Exact name of registrant as specified in its charter)

          Colorado                                              13-3183646
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                           identification number)

     11601 Wilshire Blvd., Suite 2040, Los Angeles, CA           90025
      (Address of principal executive offices)                 (Zip code)

               Registrant's telephone number, including area code:
                                  (310) 726-3559

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON SHARES, PAR VALUE $.001 PER SHARE

Indicate  by a check  mark  whether  the  Registrant  (1) has filed all  reports
required to be filed by section 12 or 15 (d) of the  Securities  Exchange Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X  No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained  herein and will
not 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-K
or any amendment to this Form 10-K. [x]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of September 12, 2000 was approximately $1,292,237. The average of
the bid and asked price of  Registrant's  common stock on September 12, 2000 was
$0.03.

At April 30, 2000, there were 79,594,734 shares  outstanding of the Registrant's
common stock, $.001 par value.



<PAGE>


                                TABLE OF CONTENTS


Item                                                                  Page
                                     PART I
Item 1.    Business..................................................   2

Item 2.    Properties................................................   5

Item 3.    Legal Proceedings.........................................   5

Item 4.    Submission of Matters to a Vote of Security Holders.......   6

                                    PART II
Item 5.    Market for the Registrant's Common Stock and Related
            Securities Matters.......................................   7

Item 6.    Selected Financial Data...................................   7

Item 7.    Management's Discussion and Analysis of Financial
            Condition and Results of Operations......................   8

Item 8.    Financial Statements (sub pages F-1 - F-26)...............  10

Item 9.    Disagreements on Accounting and Financial Disclosure......  11

                                    PART III
Item 10.   Directors and Officers of the Registrant..................  11

Item 11.   Executive Compensation....................................  12

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

Item 13.   Certain Relationships and Related Transactions............  13

                                    PART IV
Item 14.   Exhibits, Financial Statement, Schedules, and Reports
            on Form 8-K..............................................  14



                                       1


<PAGE>

                                     PART I

ITEM 1.  BUSINESS

General Development of Business

On October 10, 1989, a special  meeting of the  shareholders  of Hammer Computer
Systems,  Inc. (HCSI), a Colorado Corporation  incorporated in 1983, was held to
consider and vote to ratify an Agreement and Plan of Merger,  signed on February
22,  1989,  to merge  HCSI  with  Tridon  Development  Corporation,  a  Missouri
Corporation,  organized in 1988. Under the Agreement and Plan of Merger,  Tridon
Development   Corporation  was  merged  into  HCSI,  HCSI  being  the  surviving
Corporation.  HCSI  amended the Articles of  Incorporation,  changed the name of
HCSI to Tridon  Corporation.  These propositions were passed by the shareholders
on October 10, 1989.

Pursuant to the Plan of Merger,  HCSI  exchanged  600 shares of common  stock in
HCSI for each of 30,000 shares of common stock of Tridon Development Corporation
outstanding.  This  increased the  outstanding  shares of common stock in Tridon
Corporation  from  17,270,433 to 35,270,433.  Authorized  shares of common stock
remained at 100,000,000.

Hammer Computer Systems,  Inc. a Colorado Corporation had been inoperative since
August,  1986,  at which time it  suspended  all  operations  and  ceased  doing
business due to low sales levels and continuing  losses,  the Company was unable
to remain in business.

In 1991 Paul Ebeling,  the Company's CEO, identified a market for a non-surgical
hair   replacement   prosthesis  to  be  used  by  medical  doctors  to  correct
unsuccessful scalp reduction  surgery,  unsuccessful hair transplant surgery and
the  unsuccessful  application of prescription  drugs.  The Company  embarked on
developing a process for  manufacturing  the  prosthesis.  The management of the
Company estimates that it will require approximately $500,000 in working capital
to successfully start the manufacturing process.

Toward this end, the Board Of Directors  on February  10, 1992,  authorized  the
issuance of convertible promissory notes. The proceeds of the notes were used to
develop suitable reliable  marketable  product and for operating capital to fund
development and various corporate  expenses.  The interest is 6% per annum to be
paid only if  called by the  Company  or  redeemed  by the  holder  three  years
subsequent to issue.  Accrued interest on any portion of the loan converted to a
new issue of preferred stock shall be forfeited at the time of conversion.

The principle of the notes is convertible  into  preferred  stock at the rate of
one share of preferred for each $1.00 note purchased.  Notes totaling $48,000 in
principle have been issued as of April 30, 1994.


                                       2
<PAGE>

The Company  announced  on  September  21, 1993,  the  appointment  of Harold A.
Lancer,  M.D.  as Medical  Director of its Vertex  Hair  System.  Dr Lancer is a
Fellow of the American  Academy of  Dermatology.  A native of Montreal,  Quebec,
Canada, he was educated at Brandeis University,  the University of California at
San Diego  Medical  School,  Harvard  University  Medical  School,  Tel Hashomen
Hospital,  Israel and St.  Johns  Hospital  for  Diseases  of the Skin,  London,
England.  Dr.  Lancer  has  international   experience  in  the  specialties  of
dermatology and cosmetic  surgery.  Dr. Lancer authored and presented a paper on
the  Vertex  Hair  System  to  the  Pacific  Dermatology  Society  in  Monterey,
California  on  September  10, 1993.  Dr.  Lancer is a member of the medical and
scientific team developing Vertex(R) products.

The Company formalized its relationship with California Cybernetics  Corporation
for the  implementation of its design,  engineering,  manufacturing and software
applications  for  its  computer-aided  flexible  manufacturing  processes.  All
patentable   aspects,   including   software  and  programming,   of  California
Cybernetics'  work for the Company's  Vertex(R)  system are the sole property of
Tridon Enterprises Incorporated.

Management, Dr. Lancer and California Cybernetics Corporation are confident that
they can successfully develop Vertex(R).

On  January  20,  1994 the  stockholders  of the  Company  in a special  meeting
approved a $1,000,000 offering of 7% cumulative  convertible preferred stock. On
June 7,1994, the Company issued a private placement memorandum for the offering.
Subsequent  to July 31, 1995 the Company  received  $188,000 for the purchase of
the preferred stock. The Company plans to use the proceeds of this placement for
the development of the first flexible manufacturing devise for Vertex(R).

The  Vertex  does not  have a base as used in  normal  hairpieces,  but the hair
appears  to be  growing  directly  from the scalp and there is no  feeling of an
object  on  one's  head.  Vertex(R)  has 100%  adhesion  and can  remain  on for
approximately one month with no special maintenance, after which it is replaced.
Through  Vertex's(R)  unique  locking  system,  human hair  fibers are  attached
directly to synthetic skin. The substrate is virtually invisible.  The synthetic
skin is also  moisture  vapor  permeable.  It also may  reduce the effect of the
sun's damaging  ultraviolet rays. Using advancements in computer-aided  flexible
manufacturing,  Vertex(R) can be made  consistently  and less  expensively  than
competitive products. With programmed information about a person's skin, natural
hair, age and body  chemistry,  robotics  manufacturing  allows an individual to
obtain the Vertex(R) on short notice, from anywhere in the world.

Prototypes  were  completed in the summer of 1994.  Initial  clinical tests were
completed  and the  professional  paper written by Dr. Lancer later in the year.
Development  is  continuing.  In  February  1997 the  Company  began an 18-month
testing  project in preparation for a market roll out of Vertex Hair for Men. On
February  25,  1997  the  company  incorporated  Vertex  Corporation,  a  Nevada
corporation, as a wholly-owned subsidiary.


                                       3


<PAGE>

On June 6, 1993,  Tridon issued 2,000,000 shares of its common stock in exchange
for 100% of the  common  shares  (10,000,000)  of Polaris  Pictures  Corporation
(Polaris), a California Corporation, pursuant to a Memorandum of Agreement dated
June 1, 1992. The assets of Polaris included six screen plays which suitable for
television or motion  pictures and an interest in a pleasure yacht. On April 29,
1995 Tridon irrevocably transferred to a trust 100% of its shares of Polaris.

In February 1997 the Company began a 18 month testing project in preparation for
a market  roll out of Vertex  Hair for Men.  On  February  25,  1997 the company
incorporated  Vertex  Corporation,  a  Nevada  corporation,  as a  wholly  owned
subsidiary.

In September 1997 management recognized the need for a separate hair enhancement
prosthesis for women and began  development of the products and a marketing plan
around the direct  response  method.  During the year the product was  designed,
prototyped and tested samples . Manufacturing  arrangements are being negotiated
with  suppliers in Asia.  A trademark  was applied for  Hollywood  Hair and it's
various products. A thirty-minute  infomercial show was produced. Test marketing
is being  planned in  selected  markets in the 4th  quarter of 1998 for a Spring
1999 roll-out.

From June 1998 through January 31, 1999, the Company engaged in discussions with
various  telecommunications  firms in efforts to reorganize itself as a provider
of long distance  telecommunications  voice and data services. The change in the
focus of business development was believed by management to be the best strategy
to enhance shareholder value. To that end, the Company incorporated a new wholly
owned  subsidiary known as Tridon  Communications  Corporation and announced the
spin-off  of  Vertex  Corporation,  another  wholly  owned  subsidiary,  to  its
shareholders.  The spin-off will only occur if the Company is able to transact a
merger or  consolidation  with another  entity that can further the interests of
the Company and its shareholders.

On April 21, 1999, Mr. Paul Ebeling, the Chief Executive Officer and Chairman of
the  Board  of  Directors  of the  Company  tendered  his  resignation  from all
positions  with the Company.  The  resignations  were  accepted by the remaining
Board  of  Directors  when  tendered  and  the  resignations   became  effective
immediately.  Kevin Welch was nominated as interim Chief  Executive  Officer and
Chairman of the Board  pending  the  election  of  directors  at the next annual
meeting of  shareholders.  The  resignation  of Mr.  Ebeling stems from personal
matters  involving Mr.  Ebeling that are unrelated to the Company.  However,  in
light  of the  nature  of the  personal  issues  confronting  Mr.  Ebeling,  the
remaining  Board of  Directors  believed it to be in the best  interests  of the
Company that Mr.  Ebeling  forthwith  resign.  As of April 21, 1999, Mr. Ebeling
will have no further involvement with the Company.


                                       4


<PAGE>

On August 2, 1999,  Tridon  Enterprises,  Inc. (the  "Company")  entered into an
agreement  of  reorganization  with  Satellite  Link  Communications,   Inc.,  a
California  Corporation.  On May 30, 2000,  prior to the  effective  date of the
agreement, management of Satellite Link Communications, Inc. requested a release
from  the  agreement  due  internal  management  disputes  interfering  with the
Satellite Link Communications'  ability to execute its business plan. On June 1,
2000, the Board of Directors of Tridon Enterprises, Inc. accepted Satellite Link
Communications,  Inc.  request  and  granted a  release  from the  agreement  of
reorganization dated August 2, 1999.

On June 6, 2000,  Tridon  Enterprises,  Inc.  (the  "Company")  entered  into an
agreement of reorganization with BzAds, Inc. ("BzAds"),  a Delaware Corporation.
To accomplish the acquisition, the Company intends to issue shares of its voting
common stock to the  shareholders  of BzAds in exchange of all of the issued and
outstanding  shares of common stock of BzAds. BzAds shall receive that number of
shares of common stock of the Company  following  the merger that will result in
BzAds owning ninety five percent (95%) of the issued and  outstanding  shares of
the Company following the acquisition.

     The  Reorganization  Agreement  requires  that the Company cause a 1 for 40
reverse  stock split to occur  prior to the  Closing  and that the  Shareholders
approve  the same at the next  annual  meeting.  To that  end,  the  company  is
presently  preparing a proxy  statement for delivery to  shareholders  of record
following  receipt of  approval  of the same from the  Commission.  The  Company
anticipates the completion of the  acquisition  with BzAds to be completed on or
before  October 31, 2000.  However,  both the Company and BzAds have agreed that
this date may be extended by mutual consent of parties.


ITEM 2.  PROPERTIES

On August  15,  1993,  the  registrant  leased  office  space  from  Palm  Plaza
Associates,  for space located 136 South Palm Drive,  Beverly Hills,  California
for $1600 per month.  The  aforementioned  lease  expired on August 14, 1994 and
continued on a month to month basis at the rate of $1,550 per month through
April 30,  1996.  On April 21,  1999,  new  management  collected  the files and
records from the former  office of the Company.  The Company has since moved its
official address to 11601 Wilshire Blvd.,  suite 2040, Los Angeles,  California,
at the offices of its accounting firm London & Co.


ITEM 3.  LEGAL PROCEEDINGS

The following sets forth legal proceedings involving the Company:

Coldwater Capital, LLC v Tridon Enterprises, Inc.

     The  Company  was  recently  served  with a  complaint  filed by  Coldwater
Capital, LLC ("CCL") in the Superior Court for the State of California,  bearing
case number SC057089, in which the CCL is seeking both compensatory and punitive
damages in excess of ten million dollars ($10,000,000.00). The complaint alleges
that the Company  offered to sell two million  (2,000,000)  shares of its common
stock to CCL in exchange for consideration of ten thousand dollars ($10,000.00).
On September 9, 1999, the Company  executed a settlement  and release  agreement
with CCL. Under the terms of the settlement, the Company obtained a dismissal of
the lawsuit and issued CCL two million (2,000,000) restricted common shares.

                                       5
<PAGE>

Lucas Plaza Associates v Tridon Enterprises, Inc.

     In 1989,  the  Company was sued by Lucas  Plaza  Associates  ("LPA") in the
Circuit Court for the State of Missouri,  bearing case number 902-2217.  LPA has
alleged  that the  Company is in breach of  contract  for lease  obligations  on
property  located in St.  Louis,  Missouri.  While the case lay dormant for many
years,  LPA has recently  begun the  prosecution  of the case and the Company is
defending the action.  The complaint  filed by LPA is seeking both  compensatory
and punitive  damages of one hundred  ninety six  thousand  six hundred  dollars
($196,600).  The Company was informed  that LPA obtained a judgment  against the
Company in the amount of $196,600 by way of a motion for summary judgment filed
by LPA.  On December  21,  1999,  the  Company  executed a release of all claims
agreement with LPA in exchange for three million  (3,000,000)  restricted common
shares.  Under the terms of the  agreement,  LPA  filed a full  satisfaction  of
judgment in the Circuit Court in the State of Missouri.

J. Kujawa v Tridon Enterprises, Inc.

     In 1989,  the Company was sued by James Kujawa  ("JK") in the Circuit Court
for the State of Missouri,  bearing case number  902-02138.  JK has alleged that
the Company is indebted to JK for  performance  of labor and materials  supplied
for buildout of leased property space located in St. Louis, Missouri.  While the
case lay dormant for many years,  JK has recently  begun the  prosecution of the
case and the Company is  defending  the  action.  The  complaint  filed by JK is
seeking both compensatory and punitive damages of one hundred sixty two thousand
nine hundred  twenty-two  dollars  ($162,922).  The Company was informed that JK
obtained a judgment against the Company in the amount of $162,922 by way of a
motion for summary  judgment filed by JK. On May 17, 2000 the Company executed a
settlement  and  mutual  release  agreement  with  JK.  Under  the  terms of the
settlement and mutual release  agreement,  JK agrees to file a full satisfaction
of judgment in the Circuit  Court in the State of Missouri in exchange for fifty
thousand  dollars  ($50,000) and two hundred and twenty five thousand  (225,000)
restricted  common shares of the Company's  stock  following the  reorganization
with BzAds.com, Inc.


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

Subsequent to the year end, the Company entered into a "Plan of  Reorganization"
with  BzAds.com,  Inc. The agreement calls for the Company to do a reverse stock
split and exchange its stock for the stock of BzAds.com,  Inc.  BzAds.com,  Inc.
will become a subsidiary of Tridon Enterprises. The Company has prepared a proxy
statement  and  will  file  for  approval  with  the   Securities  and  Exchange
Commission. As of the date of this report the agreement has not been finalized.


                                       6


<PAGE>
                                    PART II

ITEM 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
         MATTERS

The  Registrant's  common stock is traded in the over-the  counter  market.  The
symbol for this stock is TEIM.  Set forth below are the high and low sale prices
for the Common Stock of the Company for each  quarterly  period for the last two
fiscal years, as reported on the OTCBB.
                                       High         Low
                                       -----       -----
         2000
quarter ended March 31, 2000            $.20       $.03
Quarter ended June 30, 2000             $.138      $.038

         1999
quarter ended March 31, 1999            $.74       $.12
quarter ended June 30, 1999             $.47       $.06
quarter ended September 30, 1999        $.082      $.031
quarter ended December 31, 1999         $.064      $.033

         1998
quarter ended September 30, 1998        $.10       $.021
quarter ended December 31, 1998         $.26       $.021

     Such  quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
markdown or commissions and may not necessarily represent actual transactions.

The  Registrant  has not in the past,  nor does it currently  intend to pay cash
dividends on its common stock.

ITEM 6.   SELECTED FINANCIAL DATA

Balance Sheet Data:
------------------

                  April 30,     April 30,     April 30,    April 30,   April 30,
                    1996          1997          1998         1999        2000
                  ---------     ---------     ---------    ---------  ----------
Total Assets      $ 59,641      $256,672      $184,399     $815,057   $ 52,099

Working
Capital
(deficit)           55,277        18,936           682        1,031      1,250

Long-term
obligations              0             0             0            0          0

Stockholder's
equity
(deficit)          (85,326)      174,961         1,257      300,749   (353,185)

Cash
dividends per
common share         00.00         00.00         00.00        00.00      00.00

Tangible Book
Value per share     00.001        00.001        00.001       00.001     00.001

                                       7
<PAGE>


Statement of Operations Data:
----------------------------

                  Year end      Year end      Year end     Year end     Year end
                  April 30,     April 30,     April 30,    April 30,   April 30,
                    1996           1997         1998         1999        2000
                  ---------     ---------     ---------    ---------  ----------
Revenues         $   00.00    $    00.00     $   00.00   $    00.00  $    00.00

Income
(loss)           3,666,424    (2,072,867)   (1,857,604)  (2,990,515) (1,197,634)

Income (loss)/
share               (0.02)          0.42         (0.08)       (0.05)     (0.015)


ITEM 7.   MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     On August 2, 1999, Tridon Enterprises, Inc. (the "Company") entered into an
agreement  of  reorganization  with  Satellite  Link  Communications,   Inc.,  a
California  Corporation.  On May 30, 2000,  prior to the  effective  date of the
agreement, management of Satellite Link Communications, Inc. requested a release
from  the  agreement  due  internal  management  disputes  interfering  with the
Satellite Link Communications'  ability to execute its business plan. On June 1,
2000, the Board of Directors of Tridon Enterprises, Inc. accepted Satellite Link
Communications,  Inc.  request  and  granted a  release  from the  agreement  of
reorganization dated August 2, 1999.

     On June 6, 2000, Tridon  Enterprises,  Inc. (the "Company") entered into an
agreement of reorganization with BzAds, Inc. ("BzAds"),  a Delaware Corporation.
To accomplish the acquisition, the Company intends to issue shares of its voting
common stock to the  shareholders  of BzAds in exchange of all of the issued and
outstanding  shares of common stock of BzAds. BzAds shall receive that number of
shares of common stock of the Company  following  the merger that will result in
BzAds owning ninety five percent (95%) of the issued and  outstanding  shares of
the Company following the acquisition.

     As of the date of this filing, the authorized capitalization of the Company
consists of  100,000,000  shares of Common Stock,  with a par value of $.001 per
share and there are 78,894,734  shares issued and outstanding.  The Company also
has 20,000,000 shares of Convertible  Preferred Stock, with a par value of $.001
per share,  of which 53,300 shares are issued and outstanding as of this date of
this filing.


                                       8


<PAGE>

     The  Reorganization  Agreement  requires  that the Company cause a 1 for 40
reverse  stock split to occur  prior to the  Closing  and that the  Shareholders
approve  the same at the next annual  meeting  which is  scheduled  for July 31,
2000.  To that end, the company is presently  preparing in proxy  statement  for
delivery to shareholders of record following receipt of approval of the same
from  the  Commission.   Following  the  acquisition,  the  Company  shall  have
approximately  forty  million  shares  of  common  stock  outstanding  of  which
approximately  two million  shall be owned by  shareholders  of record as of the
date of the receipt of shareholder approval of the proposed acquisition.

     Following the completion of the  acquisition,  BzAds shall become a wholly-
owned  subsidiary  the Company and BzAds shall continue to operate as a separate
legal entity.  BzAds shall take such steps, in cooperation with the Company,  as
may be reasonably  required to effectuate the acquisition,  including the filing
of all required  documents.  Following the consummation of the acquisition,  the
Officers  and the  Directors  of the Company  shall be  reconstituted  and those
individuals   not  remaining   shall  resign  and  shall  tender  their  written
resignations  to the Company.  Following the receipt of shareholder  approval of
the  acquisition,  the  shareholders  of the Company  shall elect a new board of
directors.  This is  scheduled  for the next  shareholder  meeting  and shall be
included  in the  proxy  materials  the  Company  will  file  shortly  with  the
Commission.

     The proposed acquisition is subject to certain condition precedents and the
completion  of certain  items of due diligence as between the Company and BzAds.
To   accomplish,   the   Company  and  BzAds  will   permit   their   authorized
representatives to have full access to the premises and books, files and records
of each other at any  reasonable  time and in any  reasonable  manner,  and will
furnish  each other at such time such  financial  and  operating  data and other
information with respect to its business and properties as each shall reasonably
request  so  that  the  due  diligence  and  pre-acquisition  contingencies  can
completed.

     The Company  anticipates the completion of the acquisition with BzAds to be
completed  on or before  October 31, 2000.  However,  both the Company and BzAds
have agreed that this date may be extended by mutual consent of parties.


LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  auditors has expressed  uncertainty  to continue as a going
concern.  The Company and its  subsidiaries,  have suffered  substantial  losses
since  inception.  In order to  continue  as a going  concern,  the  Company  is
dependent  upon  management's  ability to raise  capital from  various  sources,
including loans from shareholders, advances from officers and the development of
an ongoing source of revenue.

     In efforts to develop an ongoing source of revenue,  the Company executed a
reorganization  agreement  with  BzAds.com,  Inc.  on June 6,  2000.  Should the
reorganization  with BzAds.com,  Inc. fail to finalize,  the Company's future is
uncertain  as to the  ability  to meet the  financial  commitments  required  to
maintain current SEC filings and to meet working capital requirements.


                                       9

<PAGE>


ITEM 8.  Financial Statements



                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                        CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2000 AND 1999


                                Table of Contents

                                                                      Page

Independent Auditors' Report                                           F-1

Prior Independent Auditors' Report                                     F- 2

Consolidated Balance Sheets                                         F-3 - F-4

Consolidated Statements of Operations                               F-5 - F-6

Consolidated Statements of Changes in Stockholders'
     Equity (Deficit)                                               F-7 - F-11

Consolidated Statements of Cash Flows                               F-12 - F-15

Notes to Consolidated Financial Statements                          F-16 - F-26


                                       10



<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Tridon Enterprises, Incorporated and Subsidiaries

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Tridon
Enterprises,  Incorporated and subsidiaries (companies in the development stage)
as of April 30, 2000 and 1999, and the related statements of operations, changes
in stockholders' equity (deficit),  and cash flows for the years ended April 30,
2000, 1999 and 1998. These financial  statements are the  responsibility  of the
Companies'  management.  Our  responsibility  is to  express an opinion on these
financial  statements  based  on our  audits.  We did not  audit  the  financial
statements of Vertex Corporation,  a wholly-owned subsidiary, for the year ended
April 30, 1998, which statements  reflect total revenues of $0. Those statements
were audited by other  auditors  whose report has been  furnished to us, and our
opinion,  insofar as it relates to the amounts  included for Vertex  Corporation
for the year ended April 30,  1998,  is based  solely on the report of the other
auditors.  We did not audit the Tridon Enterprises,  Incorporated  statements of
operations,  changes in stockholders=  equity (deficit),  and cash flows for the
period from the  inception of the  development  stage to April 30,  1994.  Those
financial  statements  were  audited by another  auditor,  whose report has been
furnished to us, and our opinion,  insofar as it relates to the amounts from the
inception of the  development  stage to April 30,  1994,  is based solely on the
report of the other auditor.

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

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of Tridon  Enterprises  Incorporated  and  subsidiaries
(companies  in the  development  stage) as of April 30,  2000 and 1999,  and the
results of their  operations  and their cash flows for the years ended April 30,
2000, 1999 and 1998 in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company and its subsidiaries  will continue as a going concern.  As discussed in
Note 10 to the  financial  statements,  there is  substantial  doubt  about  the
ability of the Company and  Subsidiaries  to  continue as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of that uncertainty.

/s/ Caldwell, Becker, Dervin, Petrick & Co., L.L.P.

CALDWELL, BECKER, DERVIN, PETRICK & CO., L.L.P.

August 29, 2000

                                       F-1


<PAGE>



                                  CONRAD NAGEL
                           CERTIFIED PUBLIC ACCOUNTANT
                         3761 EAST LINCOLNWAY, SUITE 504
                               CHEYENNE, WY 82001

August 12,1994


To the Stockholders and Board of Directors of Tridon Corporation

I have  audited  the  accompanying  balance  sheets  of  Tridon  Corporation  (a
development  stage  company)  as of April 30,  1994 and  April 30,  1993 and the
related  statements of  operations , changes in  stockholders  equity,  and cash
flows for the two fiscal  years ended April 30, 1994 and April 30,  1993.  These
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test bases, 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.
I believe that my audit provides a reasonable basis for my opinion.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue. The Company has suffered recurring losses since inception
that raises  substantial doubt about its ability to continue as a going concern.
The  continuation  of the  Company  as a going  concern is  dependent  on future
developments and profitable operations.  The financial statements do not include
any adjustments  relating to the  recoverability of assets and classification of
any liabilities that might be necessary should the Company be unable to continue
in  existence,  which are not now  identifiable.  In my opinion,  subject to the
potential adjustments to the financial statements, if any, which may result from
the  outcome  of the  uncertainty  discussed  in the  preceding  paragraph,  the
financial  statements  referred to above presently fairly the financial position
of  Tridon  Corporation  as of  April  30,  1994 and  1993  and the  results  of
operations and cash flows, in conformity with generally accepted principles.


                                      F-2



<PAGE>
<TABLE>
<CAPTION>
                    TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                          (COMPANIES IN THE DEVELOPMENT STAGE)
                               CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                                    April 30,
                                                         -------------------------------
                                                              2000             1999
                                                         --------------   --------------
 <S>                                                     <C>              <C>
 CURRENT ASSETS
       Cash                                              $       1,250    $       1,031
       Note receivable and interest receivable,                277,310          275,000
        less allowances for uncollectible amounts             (277,310)        (275,000)
       Inventory                                                    --            7,506
       Prepaid advertising costs                                    --           36,000
       Prepaid consulting fees                                      --          752,250
       Prepaid expense                                              --            2,310
       Loans receivable and related interest                    37,567               --
                                                         --------------   --------------

                  Total Current Assets                          38,817          799,097
                                                         --------------   --------------

 PROPERTY AND EQUIPMENT, AT COST                                25,462           25,462
       Accumulated depreciation                                (12,180)          (9,502)
                                                         --------------   --------------
                  Net Property and Equipment                    13,282           15,960
                                                         --------------   --------------
                  Total Assets                           $      52,099    $     815,057
                                                         ==============   ==============
</TABLE>



See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements

                                      F-3




<PAGE>
<TABLE>
<CAPTION>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                    April 30,
                                                         -------------------------------
                                                              2000             1999
                                                         --------------   --------------
 <S>                                                     <C>              <C>
 CURRENT LIABILITIES
       Accounts payable and accrued expenses             $     232,671    $     342,794
       Advances from officers                                   13,600          130,578
       Advances from shareholder                               119,613            1,536
       Advances to Vertex Marketing                             39,400           39,400
                                                         --------------   --------------
                  Total Current Liabilities                    405,284          514,308
                                                         --------------   --------------
 COMMITMENTS AND CONTINGENCIES                                      --               --
                                                         --------------   --------------
                  Total Liabilities                      $     405,284    $     514,308
                                                         --------------   --------------

 STOCKHOLDERS' EQUITY (DEFICIT)
       Preferred stock, 7% cumulative convertible,
        par value $.001, 20,000,000 shares authorized,
        53,300 and 83,300 shares issued and outstanding
        respectively                                                53               83
       Common stock, $.001 par value, 100,000,000
        shares authorized, 79,594,734 and 67,994,734
        shares issued and outstanding, respectively             79,595           67,995
       Additional paid-in capital                           12,563,784       12,030,854
       Deficit accumulated during development stage        (12,996,617)     (11,798,183)
                                                         --------------   --------------

             Total Stockholders' Equity (Deficit)             (353,185)         300,749
                                                         --------------   --------------

              Total Liabilities and
              Stockholders' Equity (Deficit)             $      52,099    $     815,057
                                                         ==============   ==============
</TABLE>

See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements


                                      F-4



<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    For the         For the        For the
                                                      Year            Year          Year
                                   Inception To      Ended           Ended          Ended
                                     April 30,      April 30,       April 30,      April 30,
                                       2000           2000            1999          1998
                                  --------------  ------------   -------------  ------------
<S>                               <C>             <C>            <C>            <C>
REVENUE
      Net sales                   $     151,729   $         --   $         --   $         --
      Cost of sales                     182,581             --              --            --
                                  --------------  ------------   -------------  ------------
        Gross (Loss)                    (30,852)            --              --            --
                                  --------------  ------------   -------------  ------------
OPERATING EXPENSES
      General and administrative      6,184,167        426,685       1,644,267       841,314
      Consulting fees                   752,250        752,250              --            --
      Research and development          132,697             --              --            --
      Computer software
       development costs                630,066             --              --            --
      Interest                          869,175              9              --            --
                                  --------------  ------------   -------------  ------------
        Total Operating Expenses      8,568,355      1,178,944       1,644,267       841,314
                                  --------------  ------------   -------------  ------------

        Net (Loss)from Operations    (8,599,207)    (1,178,944)     (1,644,267)     (841,314)
                                  --------------  ------------   -------------  ------------
OTHER INCOME (EXPENSES)
    Loan fees related to common
     stock issued                    (1,049,016)            --        (239,016)           --
    Officer's salary related to
     common stock issued             (1,157,328)            --        (748,305)           --
    Interest                             94,099             --              --         8,333
    Casualty loss - boat             (3,000,000)            --              --            --
    Gain on settlement                  411,495             --              --            --
    Forgiveness of interest               8,901             --              --            --
    Forgiveness of debt                 123,994             --
    Realized gain (loss) on
     disposition of marketable
     securities                           2,720             --          51,375         3,677
    Loss on permanent impairment
     of Securities                   (1,120,050)            --              --    (1,027,500)
    Miscellaneous                         7,516          3,120             976            --
    Bad debt expense                   (353,732)        (2,310)             --            --
    Litigation settlement              (429,978)       (19,500)       (410,478)           --
                                  --------------  ------------   -------------  ------------
        Total Other Income
         (Expenses)                  (6,461,379)       (18,690)     (1,345,448)   (1,015,490)

        (Loss) from Continuing
         Operations Before Income
         Tax (Provision) Benefit    (15,060,586)    (1,197,634)     (2,989,715)   (1,856,804)
</TABLE>

                                      F-5


<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

                                                     For the         For the        For the
                                                       Year            Year          Year
                                    Inception To      Ended           Ended          Ended
                                     April 30,       April 30,       April 30,      April 30,
                                       2000            2000            1999          1998
                                    ------------  ---------------  --------------  ------------
    <S>                             <C>           <C>              <C>             <C>
    (Provision) Benefit for
     Income Taxes
       Current                      $     81,005  $         (800)  $        (800)  $      (800)
       Deferred                               --              --             --            --
                                    ------------- ---------------  --------------  ------------

    (Loss) from Continuing
     Operations                      (14,979,581)     (1,198,434)     (2,990,515)   (1,857,604)

    Gain on Disposal of Segment        3,836,964              --             --            --
    Loss on Discontinued
     Operations                       (1,854,000)             --             --            --
                                    ------------- ---------------  --------------  ------------

               Net (Loss)           $(12,996,617) $   (1,198,434)  $  (2,990,515)  $(1,857,604)
                                    ============= ===============  ==============  ============

(LOSS) PER SHARE                                  $         (.02)  $        (.05)  $      (.05)
                                                  ===============  ==============  ============

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING DURING THE
PERIOD                                            $   73,718,844   $  54,796,395   $35,115,734
                                                  ===============  ==============  ============
</TABLE>



See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements




                                      F-6



<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED APRIL 30, 1988 TO 2000


                                          Common                        Preferred
                              -------------------------------  ---------------------------    (Deficit)                    Total
                                                                                             During the     Common     Stockholders'
                                           Par      Paid in               Par      Paid in   Development     Stock        Equity
                               Shares     Value     Capital     Shares   Value     Capital      Stage      Subscribed    (Deficit)
                              ----------  -------  ----------  --------  -------  --------   ------------  ----------  -------------
<S>                           <C>         <C>      <C>         <C>       <C>      <C>        <C>           <C>         <C>
Balance at inception                 --   $   --   $      --                                 $        --               $         --

Common stock issued           1,727,043    1,727   4,166,828                                                              4,168,555

Net losses from inception
to April 30, 1988                    --       --          --                                  (4,267,549)                (4,267,549)
                              ----------  -------  ----------  --------  -------  --------   ------------  ----------  -------------

Balances at April 30, 1988    1,727,043    1,727   4,166,828                                  (4,267,549)                   (98,994)

Net income for the year
April 30, 1989                       --       --          --                                          --                         --
                              ----------  -------  ----------  --------  -------  --------   ------------  ----------  -------------
Balances at April 30, 1989    1,727,043    1,727   4,166,828                                  (4,267,549)                   (98,994)

Merger on  October 10,
 1989 with Tridon
 Development Corporation      1,800,000    1,800      (4,964)                                         --                     (3,164)

Net income for the year
 April 30, 1990                      --       --          --                                     127,339                    127,339

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

Balances at April 30, 1990    3,527,043    3,527   4,161,864                                  (4,140,210)                    25,181

Net loss for the year
 April 30, 1991                      --       --          --                                        (181)                      (181)
                              ----------  ------- -----------  --------  -------  --------   ------------  ----------  -------------

Balances at April 30, 1991    3,527,043    3,527   4,161,864                                  (4,140,391)                    25,000

Net loss for the year
 April 30, 1992                      --       --          --                                     (14,546)                   (14,546)
                              ----------  -------  ----------  --------  -------  --------   ------------  ----------  -------------

Balances at April 30, 1992    3,527,043    3,527   4,161,864                                  (4,154,937)                    10,454
</TABLE>


See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements

                                      F-7


<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED APRIL 30, 1988 TO 2000
                                  (CONTINUED)

                                        Common                         Preferred
                            -------------------------------  -----------------------------   (Deficit)                    Total
                                                                                             During the     Common     Stockholders'
                                         Par      Paid in                Par      Paid in    Development     Stock       Equity
                             Shares     Value     Capital    Shares     Value     Capital       Stage      Subscribed   (Deficit)
                            ---------- -------  ----------   ---------  -------  ----------  ------------  ----------  ------------
<S>                         <C>        <C>      <C>          <C>        <C>      <C>         <C>           <C>         <C>
Net loss for the year
 April 30, 1993                    --  $    --  $       --                                   $(3,180,791)              $ (3,180,791)
                            ----------  ------- -----------  ---------  -------  ----------  ------------   ---------- -------------

Balances at April 30, 1993  3,527,043    3,527   4,161,864                                    (7,335,728)                (3,170,337)

Acquisition of Polaris
 Pictures Corporation
 on June 6, 1993              200,000      200  $   39,800                                                                   40,000

Stock bonuses                 330,000      330      65,670                                                                   66,000

Net loss for the year
 April 30, 1994                    --       --          --                                      (582,494)                  (582,494)
                            ----------  -------  ----------  ---------  -------  ----------  ------------   ---------- -------------

Balances at April 30,
 1994 - consolidated        4,057,043    4,057   4,267,334                                    (7,918,222)                (3,646,831)

Common stock issued           160,000      160     242,840                                                                  243,000

Preferred stock issued                                         33,000       33     163,288                                  163,321

Common stock subscribed                                                                                      (225,000)     (225,000)

Net loss for the year
 April 30, 1995                    --       --          --                                      (625,399)                  (625,399)
                            ----------  -------  ----------  ---------  -------  ----------  ------------   ---------- -------------

Balances at April 30, 1995  4,217,043    4,217   4,510,174     33,000       33     163,288    (8,543,621)    (225,000)   (4,090,909)

Common stock issued         5,782,991    5,783     122,876                                                                  128,659

Preferred stock issued                                         50,300       50     210,450                                  210,500

Net income for the year
  April 30, 1996                   --       --          --                                     3,666,424                  3,666,424
                            ----------  -------  ----------  ---------  -------  ----------  ------------   ---------- -------------
</TABLE>

See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements

                                      F-8


<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED APRIL 30, 1988 TO 2000
                                  (CONTINUED)

                                        Common                         Preferred
                            -------------------------------- ----------------------------    (Deficit)                    Total
                                                                                            During the     Common      Stockholders'
                                         Par      Paid in              Par      Paid in     Development     Stock        Equity
                             Shares     Value     Capital    Shares   Value     Capital        Stage      Subscribed    (Deficit)
                            ----------  -------  ----------  -------  -------  ----------   ------------  ----------   ------------
<S>                         <C>         <C>      <C>         <C>      <C>      <C>          <C>           <C>          <C>
Balances at April 30,1996   10,000,034  $10,000  $4,633,050   83,300  $   83   $  373,738   $ (4,877,197) $  (225,000)  $  (85,326)

Common stock issued          4,641,333    4,641     438,809                                                                443,450

Common stock issued in
 exchange for Madera
 International, Inc.stock    2,000,000    2,000     375,200                                                                377,200

Common stock issued in
 exchange for services
 rendered                    1,436,667    1,437     156,597                                                                158,034

Common stock issued in
 exchange for services
 rendered                    9,000,000    9,000     891,000                                                                900,000

Common stock issued for
 increase in advances
 to officers                 4,547,700    4,548     449,922                                                                454,470

Net loss for the year
 April 30, 1997                     --       --          --                                 (2,072,867)                 (2,072,867)
                            -----------  ------   ---------- -------  -------  ----------   -----------   ----------   ------------
Balances at April 30, 1997  31,625,734   31,626   6,944,578  833,000      83     373,738    (6,950,064)    (225,000)       174,961

Common stock issued            983,333      983      64,250                                                                 65,233

Common stock issued in
 exchange for services
 rendered                    6,566,667    6,567     584,600                                                                591,167

Common stock issued in
 exchange for future
 compensation                3,100,000    3,100     275,900                                                (279,000)            --

Paid in capital -
 non-reciprocal transfer                          1,027,500                                                              1,027,500
</TABLE>

See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements

                                      F-9


<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED APRIL 30, 1988 TO 2000
                                  (CONTINUED)

                                        Common                       Preferred
                            -------------------------------  -----------------------------   (Deficit)                    Total
                                                                                            During the     Common      Stockholders'
                                         Par      Paid in              Par      Paid in     Development     Stock        Equity
                             Shares     Value     Capital     Shares  Value     Capital        Stage      Subscribed    (Deficit)
                            ----------  -------  ----------  -------- -------  ----------   ------------  ----------   ------------
<S>                         <C>         <C>      <C>         <C>      <C>      <C>          <C>           <C>          <C>
Consolidated net (loss)
 for the year
 April 30, 1999                     --  $    --  $       --           $        $            $(1,857,604)               $ (1,857,604)

                            -----------  ------- ----------  -------- -------  ---------    ------------- ----------   ------------
Balances at April 30,1999   42,275,734   42,276   8,896,828    83,300     83    373,738      (8,807,668)   (504,000)          1,257

Common stock issued          5,210,000    5,210      79,412                                                                  84,622

Cancellation of common
 stock                      (3,100,000)  (3,100)   (275,900)                                                 279,000             --

Common stock issued in
 exchange for services
 rendered                    5,100,000    5,100   1,649,400                                                               1,654,500

Prior common stock
 subscribed reclassified            --       --          --                                                  225,000        225,000

Common stock issued in
 exchange for debt
 reductions and officer's
 salary                     15,509,000   15,509   1,113,776                                                               1,129,285

Common stock issued in
 settlement of lawsuits      3,000,000    3,000     193,600                                                                 196,600

Consolidated net (loss)
 for the year
 April 30, 2000                     --       --          --                                  (2,990,515)                 (2,990,515)
                            -----------  ------- ----------   --------  -------  ---------  -------------  ----------  -------------

Balances at April 30,1999   67,994,734   67,995  11,657,116    83,300     83    373,738     (11,798,183)         --         300,749
</TABLE>

See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements


                                      F-10


<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED APRIL 30, 1988 TO 2000
                                  (CONTINUED)

                                       Common                          Preferred
                           -------------------------------- --------------------------------  (Deficit)                  Total
                                                                                              During the   Common      Stockholders'
                                         Par      Paid in                 Par      Paid in   Development    Stock        Equity
                             Shares     Value     Capital     Shares     Value     Capital       Stage    Subscribed    (Deficit)
                           ----------  -------  ----------    --------  -------  ---------- ------------- ----------   ------------
<S>                        <C>         <C>      <C>           <C>      <C>      <C>
Common stock issued in
 exchange for prior
 services rendered          3,000,000  $ 3,000  $   267,000            $        $           $             $            $    270,000

Common stock issued in
 settlement of lawsuit        500,000      500       19,000                                                                  19,500

Common stock issued         1,400,000    1,400       33,600                                                                  35,000

Common stock issued for
 services and cash          1,000,000    1,000        9,000                                                                  10,000

Common stock issued in
exchange for reduction
in accounts payable and
current services rendered   4,500,000    4,500      205,500                                                                 210,000

Preferred stock converted
 to common stock (1:40)     1,200,000    1,200      123,800   (30,000)     (30)   (124,970)                                      --

Consolidated net (loss)
 for the year
 April 30, 2000                   --       --            --                                   (1,198,434)                (1,198,434)
                           ----------- -------- ------------  -------- -------- ----------- ------------- ------------ -------------

Balance at April 30, 2000  79,594,734  $79,595  $12,315,016    53,300  $    53  $  248,768  $(12,996,617) $        --  $   (353,185)
                           =========== ======== ============   ======= ======== =========== ============= ============ ============
</TABLE>



See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements

                                      F-11



<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       For the        For the        For the
                                        Inception        Year           Year           Year
                                           To           Ended          Ended          Ended
                                        April 30,     April 30,      April 30,      April 30,
                                          2000           2000           1999           1998
                                      -------------  -------------  -------------  ------------
<S>                                   <C>            <C>            <C>            <C>
CASH FLOWS PROVIDED (USED) BY
  OPERATING ACTIVITIES:
  Net income                          $(12,996,617)  $ (1,198,434)  $ (2,990,515)  $ (1,857,604)
   Adjustments to reconcile net
   (loss) to net Cash used by
   operations:
      (Loss) on disposal of segment     (3,836,964)            --             --             --
      Loss on permanent impairment
       of marketable securities          1,120,050             --             --      1,027,500
      (Gain) loss on sale of
        marketable securities               (7,467)            --        (51,375)        (3,677)
      Write down of investment              25,000             --             --             --
      Depreciation                          12,346          2,678          3,198          1,459
      Increase in allowance for
       uncollectible amounts               372,948          2,310             --          8,333
      Professional fees                     12,885             --             --             --
      Outside services paid by
       issuance of common stock          1,580,923        361,471        902,250         51,167
      Reclassification of common
       stock subscribed                    225,000             --        225,000             --
      Officer's salary related to
       common stock issued               1,697,328             --        748,305        540,000
      Operating expenses paid by
       officer                             110,699             --         11,694         99,005
      Loan fees related to common
       stock issued                      1,049,016             --        239,016             --
      Write-down of screenplays             49,800             --             --             --
      Loss of fixed asset disposal           1,253             --             --             --
      Research and development              88,000             --             --             --
      Interest expense                     349,745             --             --             --
      Forgiveness of interest               (8,901)            --             --             --
      Maritime loss                      3,462,825             --             --             --
      Forgiveness of debt                 (123,994)            --             --             --
      Stock issued in litigation
       settlement                          429,978         19,500        410,478             --
</TABLE>

See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements

                                      F-12

<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       For the        For the        For the
                                        Inception        Year           Year           Year
                                           To           Ended          Ended          Ended
                                        April 30,     April 30,      April 30,      April 30,
                                          2000           2000           1999           1998
                                      -------------  -------------  -------------  ------------
<S>                                   <C>            <C>            <C>            <C>
CASH FLOWS PROVIDED (USED) BY
  OPERATING ACTIVITIES: (continued)

   (Increase) decrease in:
      Inventory write-off                       --          7,506         (2,181)        (5,325)
      Prepaid expenses                     759,940        788,250         (9,057)       (19,253)
      Interest in notes receivable          (5,567)        (2,567)            --             --
      Interest receivable                  (25,000)            --             --         (8,333)
    Increase (decrease) in:
      Accounts payable and accrued
       expenses                            393,760         17,406        127,275         94,500
      Preferred stock subscription          10,000             --             --             --
      Estimated future cost of
       discounted operations                 3,125             --             --             --
      Accounts payable - Vintage
       Group, Inc.                          45,574             --             --             --
                                      -------------  -------------  -------------  ------------
          Net Cash Flows (Used) by
           Operating Activities         (5,204,315)        (1,880)      (385,912)       (72,228)
                                      -------------  -------------  -------------  ------------
</TABLE>

See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements

                                      F-13


<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                       For the        For the        For the
                                        Inception        Year           Year           Year
                                           To           Ended          Ended          Ended
                                        April 30,     April 30,      April 30,      April 30,
                                          2000           2000           1999           1998
                                      -------------  -------------  -------------  ------------
<S>                                   <C>            <C>            <C>            <C>
CASH FLOWS PROVIDED (USED) BY
INVESTING ACTIVITIES:
    Loans made                        $   (375,757)  $    (35,000)  $         --   $        --
    Investment in marketable
     equity securities                    (238,550)            --             --            --
    Proceeds from sale of securities
     (Note 4)                              440,743             --        107,451         3,677
    Sale of common stock                    13,550             --             --            --
    Investment in screenplays              (40,000)            --             --            --
    Purchase of property and equipment     (26,881)            --         (7,469)      (10,417)
    Advances to officers                   (91,627)            --             --       (10,519)
    Investment in production                (1,925)            --             --            --
    Repayments of notes receivable           6,000             --             --         6,000
                                      -------------  -------------  -------------  ------------
          Net Cash Provided (Used)
           by Investing Activities        (314,447)       (35,000)        99,982       (11,259)
                                      -------------  -------------  -------------  ------------
CASH FLOWS PROVIDED (USED) BY
  FINANCING ACTIVITIES:
    Proceeds from issuance of common
     stock                               4,906,325         36,000         84,622        65,233
    Proceeds from issuance of
     convertible preferred stock           135,003             --             --            --
    Increase in paid-in capital             99,866             --             --            --
    Proceeds from issuance of
     convertible notes payable              59,025             --             --            --
    Advances from officer                  325,174          1,099        165,340            --
    Repayments of advances from
     officer                               (44,785)            --         (3,083)           --
    Advances from Vertex Marketing          39,400             --         39,400            --
                                      -------------  -------------  -------------  ------------
          Net Cash Provided by
          Financing Activities           5,520,008         37,099        286,279        65,233
                                      -------------  -------------  -------------  ------------
NET INCREASE (DECREASE) IN CASH              1,246            219            349       (18,254)

CASH AT BEGINNING OF PERIOD                      4          1,031            682        18,936
                                      -------------  -------------  -------------  ------------
CASH AT END OF PERIOD                 $      1,250   $      1,250   $      1,031   $       682
                                      =============  =============  =============  ============
</TABLE>

See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements

                                      F-14


<PAGE>
<TABLE>
<CAPTION>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                                       For the        For the        For the
                                        Inception        Year           Year           Year
                                           To           Ended          Ended          Ended
                                        April 30,     April 30,      April 30,      April 30,
                                          2000           2000           1999           1998
                                      -------------  -------------  -------------  ------------
<S>                                   <C>            <C>            <C>            <C>
NON CASH INVESTING AND
 FINANCING TRANSACTIONS:
   Common stock issued for advance
    to officers                       $     45,447   $         --   $         --   $        --
                                      =============  =============  =============  ============
   Common stock issued in exchange
    for Madera International, Inc.
    stock                             $    377,200   $         --   $         --   $        --
                                      =============  =============  =============  ============
   Increase in additional paid in
   captial - non=reciprocal
   transfer                           $  1,027,500   $         --   $         --   $ 1,027,500
                                      =============  =============  =============  ============
   Payments by officer on behalf
    of Company reducing accounts
    payable                           $     41,914   $         --   $         --   $    41,914
                                      =============  =============  =============  ============
   Payments by officer on behalf
    of Company increasing prepaid
    expense                           $     10,000   $         --   $         --   $    10,000
                                      =============  =============  =============  ============
   Issuance of common stock for
   future services                    $  1,031,250   $         --   $    752,250   $   279,000
                                      =============  =============  =============  ============
   Cancellation of common stock
    subscribed                        $    279,000   $         --   $    279,000   $        --
                                      =============  =============  =============  ============
   Issuance of common stock in
    exchange for debt conversion      $    141,964   $         --   $    141,964   $        --
                                       =============  =============  =============  ============
   Common stock issued for
    reduction in accounts payable     $    127,529   $    127,529   $         --   $        --
                                      =============  =============  =============  ============
   Preferred stock converted to
    common stock                      $    125,000   $    125,000   $         --   $        --
                                      =============  =============  =============  ============

CASH PAID FOR:
      Income taxes                    $      5,600   $         --   $        800   $        --
                                      =============  =============  =============  ============
      Interest                        $         --   $         --   $         --   $        --
                                      =============  =============  =============  ============
</TABLE>


See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements


                                      F-15


<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Organization

Tridon Enterprises,  Incorporated (the Company) was incorporated in the state of
Colorado on October 7, 1983 as Turco Computer Systems,  Inc. The Company changed
its name to Hammer Computer Systems, Inc. September 27, 1984.

In October 1989,  Hammer Computer  Systems,  Inc. (HCSI) and Tridon  Development
Corporation merged, with HCSI being the surviving corporation.  The Company then
changed its name to Tridon Corporation.

In June 1993,  the Company  acquired  100% of the  outstanding  common  stock of
Polaris  Pictures  Corporation  in exchange for  2,000,000  shares of its common
stock.

On April 29, 1995,  the Company  irrevocably  transferred in trust all shares of
the stock of Polaris Pictures Corporation to a trust (see Note 9).

On March 15,  1996,  the Company  changed its name from  Tridon  Corporation  to
Tridon Enterprises Incorporated.

Vertex  Corporation (a wholly-owned  subsidiary) was incorporated under the laws
of the state of Nevada on February 25, 1997 with an authorized capital of 25,000
shares of no par value  common  stock.  The Company is engaged in the  research,
development,  manufacture,  and the sale and licensing for sale of  non-surgical
hair  replacement  products and any and all products  related to such  business,
establishing international hair replacement enterprises; and providing customers
and/or  licensees  with all  services and support  available  with regard to the
management of said hair replacement enterprises.

On  January  9,  1998,  Tridon  Enterprises,  Incorporated  invested  $20,100 in
exchange  for 25,000  shares of no par value common stock (100% of the stock) of
Vertex  Corporation.  For the period from  February  25, 1997 to April 30, 1997,
there was no activity in Vertex Corporation, and for the period from May 1, 1997
to January 8, 1998,  the activity was  immaterial.  Therefore,  the amounts from
Vertex  Corporation  for  the  entire  year  ended  April  30,  1998  have  been
consolidated with Tridon Enterprises, Incorporated.

Tridon Communications  Corporation (a wholly-owned  subsidiary) was incorporated
under the laws of the state of Nevada on March 9,  1999.  As of the date of this
report  the  subsidiary  has not  authorized  or issued  any shares of common or
preferred  stock.  The only transaction that took place for the year ended April
30, 1999 was a payment of $2,310 made by the parent  company on behalf of Tridon
Communication to the Federal  Communication  Commission for a license to operate
as a reseller of  telecommunication  services.  This amount has been expensed in
the year ended April 30, 2000.

                                      F-16



<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies (CONTINUED)

Basis of Consolidation and Combination

For the year ended April 30, 1994,  and all prior  periods,  the  statements  of
loss, changes in shareholders'  equity, and cash flows of Tridon Corporation and
Polaris  Pictures  Corporation are  consolidated.  All significant  intercompany
transactions have been eliminated from the financial statements.  See Note 9 for
disposition of wholly-owned  subsidiary.  The consolidated  financial statements
for  April  30,  2000 and 1999  include  the  accounts  of  Tridon  Enterprises,
Incorporated and its wholly-owned  subsidiary,  Vertex Corporation.  Significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
Tridon Communications  Corporation was inactive for the period of incorporation,
March 9, 1999, to April 30, 2000.

Use of Estimates

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

Inventory

Inventory was valued at lower of cost (first-in, first-out) or market. Inventory
consists of samples of finished  products.  As of April 30, 2000,  inventory has
been written off as obsolete.

Basis of Presentation

The  Companies  have  not  generated   significant   revenues  since  inception.
Consequently, the accompanying financial statements have been prepared using the
accounting  formats  prescribed for development  stage enterprises in accordance
with Financial Accounting Standards Board Statement 7.

Cash Equivalents

The Companies consider all highly liquid  investments  purchased with a maturity
of three months or less to be cash equivalents.

Statements of Cash Flows

For the current  year ended April 30,  2000,  Tridon  Enterprises,  Incorporated
entered several non-monetary transactions as described below:

Preferred  stock  consisting  of 30,000  shares valued at $125,000 was converted
into 1,200,000 common shares.

                                      F-17



<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies (continued)

Statements of Cash Flows (continued)

The Company issued  4,500,000  shares of common stock in exchange for conversion
of  payables  in the amount of $127,529  and  current  services  rendered in the
amount of $82,471.  The Company also issued  500,000  shares in  settlement of a
lawsuit in the amount of $19,500.  In  addition,  the Company  issued  3,000,000
shares for services rendered in the amount of $270,000 (See Note 12).

Revaluation of Common Stock

Common stock issued should be valued at an estimated  fair market value.  A fair
market value was determined based on what an independent  outside party would be
willing to pay for a share of the  Company's  common  stock.  For the year ended
April 30,1997,  the stock issued in exchange for  consulting  services and as an
increase to advances to officers was valued  based on an  estimated  fair market
value of $.10 per share. The 9,000,000 shares of common stock issued in exchange
for  consulting  services of $90,000 was  revalued to $900,000 by an increase of
$810,000 to additional paid in capital and an increase to loan fee expense.  The
4,547,700 shares of common stock issued for advances to officers in exchange for
$45,447,  was revalued to $454,470 by an increase of $409,023 to additional paid
in capital and an increase to officer's salary.

For the year ended April 30,  1999,  common  stock  issued in exchange  for debt
conversion,  was valued at a fair market value of $.07 per share. The 10,845,000
shares of common stock issued to the former President of the Company in exchange
for relief of $10,845 of debt,  was  revalued  to  $759,150  by an  increase  of
$748,305 to additional paid capital and officer's salary.

The  3,464,000  shares of common  stock  issued in exchange  for $2,500 cash and
$3,464 of debt conversion to a Company shareholder, was revalued to $242,480, by
an  increase of $239,016  to  additional  paid in capital and loan fee  expense.
These  amounts  are  included  in  "common  stock  issued in  exchange  for debt
reduction" of $1,129,285.

For the year ended April 30, 2000,  1,000,000 shares of restricted  common stock
were issued for $1,000 cash for services as directors fees. This amount has been
revalued to $10,000,  and an additional $9,000 has been expensed and recorded as
additional paid in capital. All other non-cash transactions for common stock for
year-end April 30, 2000 are considered reasonably valued.


                                      F-18



<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies (continued)

Property and Equipment

Depreciation is provided on the straight line and double declining  methods over
the lives of related assets as follows:
                                                           Period
                                                       --------------
     Computers                                               5 Years
     Furniture and Fixtures                              5 - 7 Years
     Office equipment                                        5 Years
     Leasehold improvements                               27 1/2 Years

Depreciation expense was $2,678, $3,198 and $1,459 for the years ended April 30,
2000, 1999 and 1998, respectively.

Deferred Income Tax Accounts

Deferred tax  provisions/benefits  are calculated for certain  transactions  and
events  because of differing  treatments  under  generally  accepted  accounting
principles  and the currently  enacted tax laws of the federal  government.  The
results  of  these  differences  on  a  cumulative  basis,  known  as  temporary
differences,  result in the  recognition  and measurement of deferred tax assets
and liabilities in the accompanying  balance sheets.  The liability method (FASB
109) is used to account for these temporary differences.

For  tax  purposes,   Tridon  Enterprises   Incorporated  and  its  wholly-owned
subsidiaries,  Vertex  Corporation and Tridon  Communication  Corporation,  have
fiscal year ends of April 30.

Marketable Equity Securities

The Companies have adopted the Financial  Accounting  Standards  Board Statement
No. 115,  Accounting for Certain  Investments in Debt and Equity Securities (FAS
115).  Under  the  provisions  of  FAS  115,  marketable  securities  considered
available for sale are recorded at fair market value.

Long-Lived Assets

In 1998,  the  Companies  adopted SFAS 121,  "Accounting  for the  Impairment of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed of." In accordance
with SFAS 121, long-lived assets held and used by the Companies are reviewed for
impairment  whenever  events or  changes  in  circumstances  indicated  that the
carrying amount of an asset may not be fully recoverable.


                                      F-19



<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies (continued)

Long-Lived Assets (Continued)

For  purposes  of  evaluating  the  recoverability  of  long-lived  assets,  the
estimated  future cash flows associated with the assets would be compared to the
assets'  carrying  amount  to  determine  if a  write-down  to  market  value or
discounted cash flow value is required.

Year 2000 Compliance

Management  does not believe any material  year 2000 problems with the Company's
vendors,  service  providers,  or other third  parties will affect the Company's
financial information.

Earnings per Common Share

Net loss per share is  computed  using  the  weighted  average  number of common
shares outstanding during the period.  Stock options have not been considered in
the calculation of loss per share because they are antidilutive.

Research and Development

Research and development costs are expensed as incurred.

Advertising Costs

The Company classified $36,000 as prepaid  advertising costs, per SOP 93-7 prior
to April 30, 1999.  The Company has produced an infomercial to be aired sometime
in the future.  Because of the  uncertainty  of releasing the  infomercial,  the
Company has elected to expense the cost in the year ended April 30, 2000.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and consist of the following:

                                                        April 30,
                                             --------------------------------
                                                 2000              1999
                                             --------------    --------------
     Computers                                $     10,259      $     10,259
     Furniture and fixtures                          4,821             4,821
     Equipment                                       2,913             2,913
     Leaseholds improvements                         7,469             7,469
                                             --------------    --------------
                                                    25,462            25,462
     Less: Accumulated Depreciation                 12,180             9,502
                                             --------------    --------------
                                              $     13,282      $     15,960
                                             ==============    ==============

                                      F-20


<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - RELATED PARTY TRANSACTIONS

Advances to Kevin Welch,  current President of the Company, as of April 30,1998,
were  $30,000.  During  the year  ended  April 30,  1999,  these  advances  were
exchanged for services  rendered and expensed as  directors'  fees. In addition,
Mr. Welch advanced $12,501 to the Company in a non-interest bearing loan. During
the year ended April 30, 2000,  Mr.  Welch  advanced an  additional  $1,099 in a
non-interest  bearing loan.  Of the  outstanding  balance of $130,578,  shown in
advance from  officers at April 30,  1999,  $118,077  has been  reclassified  to
advances  from  shareholders  for the year ended April 30,  2000,  as  explained
below.

During the years ended  April 30,  1999,  net  non-interest  bearing  funds were
advanced  from  Paul  Ebeling,  a  former  officer  of the  Company,  to  Tridon
Enterprises,  Incorporated and  Subsidiaries.  Balances owed by the Companies to
Mr.  Ebeling were  $118,077  for the year ended April 30, 1999.  This amount was
included in advances  from  officers'  balance.  During the year ended April 30,
2000,  Mr.  Ebeling  resigned as an officer of the  Company.  Advances  from Mr.
Ebeling were reclassified as advances from  shareholders.  During the year ended
April 30, 1999,  Mr.  Ebeling  converted  $10,845 of the amount owed to him into
10,845,000  shares of the Company's  common  stock.  This  transaction  has been
revalued  to reflect the fair  market  value of the common  stock at the date of
issuance at $.07 per share, or $759,150.  The additional value increased paid in
capital and officer's salary.

Non-interest  bearing  advances from Steve Antebi, a shareholder of the Company,
were  $5,000 as of April 30,  1998.  During the year ended April 30,  1999,  Mr.
Antebi  converted  $3,464 of the amount owed to him into 3,464,000 shares of the
Company's  common stock.  This  transaction has been revalued to reflect to fair
market value of the common  stock at the date of issuance at $.07 per share,  or
$242,480.  The  additional  value has  increased  paid in  capital  and loan fee
expense.

The Subsidiary  received $39,400 of advances from Vertex Marketing for the April
30, 1999. Paul Ebeling owns Vertex Marketing 100%.

There are no signed notes for any of these transactions.  For additional related
party transactions, see Notes 1 (Revaluation of Common Stock) and 4.

NOTE 4 - MARKETABLE EQUITY SECURITIES

The Company has adopted the Financial  Accounting  Standards Board Statement No.
115,  "Accounting  for Certain  Investments in Debt and Equity  Securities  (FAS
115)".  Under  the  provisions  of FAS  115,  marketable  securities  considered
available  for sale are  recorded  at fair  market  value if they have a readily
determinable fair value. The  corresponding  unrealized gain or loss in the fair
market  value in relation  to cost is  accounted  for as a separate  item in the
shareholders=  equity section of the balance sheet,  unless there is a permanent
impairment to the marketable security, in which case it is recorded as a loss in
the income statement. Management treated its investment in marketable securities
as an investment that was available for sale for the year ended April 30, 1998.

                                      F-21


<PAGE>
                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - MARKETABLE EQUITY SECURITIES (CONTINUED)

During the year ended April 30, 1997, the Company purchased  1,000,000 shares of
International Forest Industries, Inc. stock with an initial cost of $200,000. At
April  30,  1997,  the stock was worth  $531,250.  Subsequent  to the  year-end,
International  Forest Industries  changed its name to Fluor City  International.
Subsequent  to the balance  sheet  date,  but prior to issuance of the April 30,
1997 report, the stock had several reverse splits and eventually was sold in May
1998 for $107,451. Due to this permanent impairment,  the net unrealized holding
loss in the amount of  $92,550  has been  shown as a loss in the  statements  of
operations for the year ended April 30, 1997.

In April 1998, Tridon  Enterprises,  Incorporated  received 20,550,000 shares of
North  American  Exploration  Corporation.  The shares were  received  from Paul
Ebeling,  president of Tridon  Enterprises,  Incorporated,  in a  non-reciprocal
transfer.  The shares were valued at the date of the transfer at $.05 per share,
or  $1,027,500.   Subsequent  to  the  year-end,   North  American   Exploration
Corporation  issued a statement  relating to the  cancellation of the 20,550,000
shares issued to Tridon Enterprises,  Incorporated, as nominee for Paul Ebeling.
Due to this potential  permanent  impairment of this asset, the entire amount of
$1,027,500  was reserved  for in the year ended April 30, 1998.  During the year
ended April 30, 1999,  North American stock  underwent a reverse split of 1:100.
Tridon  Enterprises,  Incorporated  agreed to sell to Paul  Ebeling  the 205,500
shares after the reverse  split for $.25 per share (the fair market value at the
date of exchange).  The Company  recorded a $51,375 gain on sale during the year
ended April 30, 1999.

NOTE 5 - NOTE RECEIVABLE

The Company has a $250,000  note  receivable  from  Madera  International,  Inc.
receivable  interest  only,  quarterly,  beginning  December 31, 1996 at 10% per
annum.  All unpaid  interest and principal  were due September 3, 1997. At April
30, 1998, unpaid interest was $25,000. As of April 30, 1997, this receivable and
related interest was past due.  Therefore,  a reserve has been recorded for this
receivable and accrued interest. As of the date of this report, the condition of
this  receivable  and accrued  interest is unchanged.  The Company also advanced
$2,310 to Tridon  Communications  in 1999. A reserve has also been  recorded for
this amount as of April 30, 2000.

NOTE 6 - INCOME TAXES

The provision for income taxes consists of:
                                                          April 30,
                                    -----------------------------------------
                                         2000           1999          1998
                                    -----------     -----------    ----------
Federal                             $       --       $      --      $     --
State                                      800             800           800
                                    -----------     -----------    ----------
                                           800             800           800
Deferred Taxes                              --              --            --
                                    -----------     -----------    ----------
Provision for Income Taxes          $      800       $     800      $    800
                                    ===========     ===========    ==========

                                      F-22


<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES (CONTINUED)

Loss Carryforwards

Tridon  Enterprises,  Incorporated has net operating loss carryforwards that are
from HCSI prior to its merger with Tridon Enterprises, Incorporated. The amounts
that the Company may ultimately apply to future taxable income may be limited by
application  of tax law.  Tentative  expiration  dates of  these  losses  are as
follows:

                            2000                          $     475,000
                            2001                              1,401,000
                            2002                              1,001,000
                                                          -------------
                                              Totals      $   2,877,000
                                                          =============

Subsequent to the merger of HCSI and Tridon Development Corporation, the Company
has accumulated a tax loss carryforward of approximately  $4,800,000 for federal
tax purposes and a $2,040,000 tax loss carryforward for California franchise tax
purposes. Federal net operating losses (NOL's) are carried forward 15 - 20 years
and expire  between 1999 and 2020.  State NOL's are carried  forward 5 years and
expire between 1999 and 2005.

In addition,  Polaris Pictures Corporation  (Polaris) had accumulated a tax loss
carryforward  of  approximately  $265,000  for federal tax  purposes,  whose net
operating loss carryforwards expire in 2009.

Vertex  Corporation  has a net operating loss of  approximately  $19,000,  which
expires in 2013,  and a net  operating  loss of  approximately  $128,000,  which
expires in 2019 and 2020 if not utilized.

All loss  carryforward  amounts  are  subject  to  review  and  revision  by tax
authorities.

NOTE 7 - DEFERRED INCOME TAXES

The net deferred tax amount included in the accompanying  balance sheets for the
years ended April 30,  include the following  amounts of deferred tax assets and
liabilities:
                                               2000               1999
                                          ---------------    ---------------
Deferred Tax Asset - Non-current           $   2,801,800      $   2,876,113
Deferred Tax Liability - Non-current                  --
Less Valuation Allowance                      (2,801,800)        (2,876,113)
                                          ---------------    ---------------
                                           $          --      $          --
                                          ===============    ===============


                                      F-23


<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - DEFERRED INCOME TAXES (CONTINUED)

The deferred tax asset results mainly from the net operating  loss  carryforward
for federal and state income tax purposes.

Due to the Company's going concern  problem,  a valuation for the full amount of
the asset has been recorded.  The valuation  allowance  decreased by $74,313 for
the year ended April 30, 2000.

NOTE 8 - OFFERING OF CUMULATIVE CONVERTIBLE PREFERRED STOCK

In June 1994,  the  Company  offered  $1,000,000  of 7%  cumulative  convertible
preferred  stock  at $10  per  share  in a  private  placement  memorandum.  The
preferred  stock is  convertible  to  4,000,000  shares of common stock one year
after issuance and may be called by the Company two years after the issue date.

During the year ended April 30, 1996,  $150,000 of advances  from an officer was
converted to 15,000  cumulative  convertible  preferred  shares. As of April 30,
1999,   83,300   cumulative   convertible   preferred  shares  were  issued  and
outstanding. Dividends in arrears on the cumulative preferred stock were $65,953
and $49,622 for the years  ended April 30, 1999 and 1998,  respectively.  During
the year ended April 30,  2000,  30,000  preferred  shares were  converted  into
common stock.  Cumulative  dividends in arrears on those  preferred  stocks were
$42,050.  Cumulative  dividends  in  arrears  on  remaining  preferred  stock is
$87,464.

For the years ended April 30, 2000, 1999 and 1998, no dividends were declared or
paid.

NOTE 9 - DISPOSITION OF WHOLLY-OWNED SUBSIDIARIES

On April 29, 1995,  the Board of Directors of Tridon  Enterprises,  Incorporated
irrevocably  transferred  in  trust  100%  of  the  stock  of  Polaris  Pictures
Corporation to be held for the benefit of the creditors of Polaris.

On April 29,  1996,  Paul  Ebeling  resigned as an  officer/director  of Polaris
Pictures  Corporation.  Consequently,  Tridon and Polaris  are not under  common
control.

The financial  statements  reflect the  disposition of Polaris as a discontinued
operation in accordance with generally accepted accounting principles. A gain of
$3,836,964 is recognized in the statement of operations.


                                      F-24


<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

Tridon  Enterprises,  Incorporated and its subsidiary,  Vertex  Corporation have
suffered  substantial  losses  since  inception.  In order  for the  Company  to
continue as a going concern,  Tridon Enterprises,  Incorporated and Subsidiaries
are  dependent  upon  their  ability  to raise  capital  from  various  sources,
including  loans from  shareholders  and others as well as the development of an
ongoing source of revenue.

The  continuation  of the  Company  as a going  concern  is  dependent  upon the
Company's  ability  to  establish  itself as a  profitable  business.  It is the
Company's  belief that it will  continue to incur losses  during the coming year
and  possibly  require   additional  funds.  The  additional   funding  will  be
accomplished  by  seeking   additional  funds  from  private  or  public  equity
investments, and possible future collaborative agreements to meet such needs, in
order that the Company will be a viable entity. The Company's ability to achieve
these objectives cannot be determined at this time.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

The Company was sharing  office  space with their  subsidiary.  The lease was at
$3,269 per month,  expiring September 30, 2001. Due to inactivity of the Company
and its subsidiary, this space was vacated in June 1999. The space was re-leased
and no action has been taken by the landlord against the subsidiary. The Company
and its  subsidiary  are currently  working out of one of the officer's  office.
Rent expense relative to this lease was charged to operations, and for the years
ended  April  30,  2000,  1999  and  1998  was  $3,239,   $35,080  and  $14,400,
respectively.

The Company  previously leased a vehicle on a month-to month basis. Rent expense
relative to this lease was charged to  operations,  and for the year ended April
30, 1998 was $5,400.  Auto  expense for the fiscal years ended April 30, 1998 of
approximately  $2,700 was paid  directly by the  president of the  Company.  The
Company plans to repay this expense when funds are  available.  This expense has
been included in the amount due officer.

At the end of the fiscal year April 30, 1999,  the Company was the  defendant in
three  lawsuits.  Two of the three were  settled in exchange  for the  Company's
stock.  One judgment  for $196,600 was settled for  3,000,000  shares  of Tridon
Enterprises  stock.  In the second lawsuit,  a company paid Tridon  Enterprises,
Incorporated  $10,000 cash during the year and was awarded  2,000,000  shares of
stock  subsequent  to  year-end.  The  $196,600  and  $10,000  are  shown in the
stockholders'  equity section and the $196,600 has also been expensed as part of
the  litigation  settlement  expense.  As of April 30,  2000,  the  Company is a
defendant  in a lawsuit that has not been settled as of the date of this report,
although a  judgment in the amount of $213,878 has been entered  against  Tridon
Enterprises,  Incorporated.  This  amount has been  accrued  and is  included in
accounts payable.


                                      F-25


<PAGE>

                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - COMMON STOCK SUBSCRIBED

During the fiscal year ended April 30,  1998,  3,100,000  shares of common stock
were issued for future services to be rendered, valued at $279,000. For the year
ending  April 30,  1999,  the Company was to cancel  these shares and elected to
reverse out the common stock issued, due to  non-performance.  However,  for the
year ending April 30, 2000, the Company did complete one of the transactions and
issued  3,000,000  shares of common  stock valued at  $270,000,  for  consulting
services rendered.

NOTE 13 - PREPAID CONSULTING FEES

During the fiscal  year ended April 30,  1999,  the  Company  entered  into five
consulting  agreements  for future  services.  In exchange  for these  services,
3,300,000  shares  of common  stock  were  issued,  valued  at  $1,504,500.  The
agreements  were all for a one-year  period  commencing  November 2, 1998. As of
April 30,  1999,  $752,250 of those  consulting  agreements  had been earned and
$752,250 was unearned and were classified as a prepaid expense.  During the year
ended  April 30,  2000 the  remaining  $752,250  prepaid  expense was earned and
charged to expense.

NOTE 14 - SUBSEQUENT EVENTS

Subsequent to the year-end,  the Company entered into a "Plan of  Reorganization
Agreement" with BzAds.com,  Inc. (BzAds).  This agreement calls for the exchange
of each Company's  stock whereby BzAds will become a wholly-owned  subsidiary of
the Company,  and BzAds will continue to operate as a separate legal entity.  As
of the date of this report, their agreement has not been finalized.

The "Plan of Reorganization Agreement" with Satellite Link Communications, noted
in the April 30, 1999 financial statement footnotes has been abandoned.








                                      F-26



<PAGE>

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

     None.

                                    PART III

ITEM 10.  Directors and Officers of the Registrant

Officers and Directors of the Company as of April 30, 2000 are as follows:

Name                       Age            Position
----                       ---            --------
Kevin Welch                38             CEO, Secretary/Treasurer and Director
Nicolas Weider             41             Director

Each director  holds office until the next annual  meeting of  shareholders  and
until their successor has been elected and qualified.  Each officer holds office
at the pleasure of the Board of  Directors  and until their  successor  has been
elected and qualified.

Kevin Welch  joined  Tridon  Enterprises  Incorporated  on February 22, 1996 and
serves as Interim CEO, Secretary/Treasurer and a director of the company.

Nicolas Weider joined Tridon Enterprises Incorporated on June 1, 1997 and serves
as director of the company.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) ("Section 16(a)") of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  requires  executive  officers and directors,  and
persons who beneficially own more than ten percent (10%) of the Company's Common
Stock,  to file initial reports of ownership on Form 3 and reports of changes in
ownership on Form 4 with the Securities and Exchange  Commission (the "SEC") and
any  national  securities  exchange  on  which  the  Company's   securities  are
registered.  Executive  officers,  directors  and greater than ten percent (10%)
beneficial  owners are required by SEC  regulations  to furnish the Company with
copies of all Section 16(a) forms they file.

     Based  solely on a review  of the  copies of such  forms  furnished  to the
Company and  representations  from the executive  officers and directors that no
other reports were required,  the Company  believes that during fiscal 2000, its
executive  officers,  directors  and greater than ten percent  (10%)  beneficial
owners complied with all applicable Section 16(a) filing requirements.




                                       11


<PAGE>

ITEM 11.  Executive Compensation

The following is a summary of executive  compensation  for the last three fiscal
years ended April 30:

                                   2000         1999        1998
                                   ----         ----        ----
          Kevin Welch              $  0         $  0        $  0


Director Compensation

     On March 13,  2000, Nicolas  Weider,  a  director,  was issued one  million
(1,000,000)  shares of  restricted  common  stock.  The  shares  were  issued as
director's  fees for  serving on the Board of  Directors  for the  fiscal  years
ending April 30, 1999 and April 30, 2000 and have been valued at $10,000.

     During the year ended April 30, 1999, Kevin Welch was issued 500,000 shares
of  restricted  common  stock.  The shares  were issued as  director's  fees for
serving  on the Board of  Directors  for the 1999  fiscal  year.  The shares are
valued at $17,500.


ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

The  following  table sets forth in the  beneficial  ownership of the  Company's
common  stock be each person known to he Company to be the  beneficial  owner of
more than five  percent of the  outstanding  common  stock of the Company and by
directors  and executive  officers of the Company,  both  individually  and as a
group.

                                       Shares                   Percentage
Beneficial Owner                   Beneficially Owned           of Class (1)
----------------                   ------------------           ------------
Antebi Children's Insurance
Trust of 1995
345 North Maple Drive
Beverly Hills, CA 90210                15,452,444                    19.41%

Tridon Trust
19 Rue Du Penthievre
75008 Paris, France                    16,917,712                    21.25%

Kevin Welch
PO Box 16244
Beverly Hills, CA 90209                 2,825,000                     3.55%

Nicolas Weider
PO Box 16244
Beverly Hills, CA  90209                1,325,000                     1.66%

All Officers and Directors
As a Group (2 persons)                  4,150,000                     5.21%

(1)  Percentage is based on 79,594,734  common shares issued and  outstanding as
     of April 30, 2000.

                                       12

<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On March 13, 2000 Nicolas Weider, a director, was issued one million (1,000,000)
shares  of  common  stock,  with a value of  $10,000  (see  Note 1 to  Financial
Statements).  Shares were issued as director's  fees for serving on the Board of
Directors for the fiscal years ending April 30, 1999 and April 30, 2000.

On June 23,  1999,  Mr.  Paul  Ebeling,  a former  officer  and  director of the
Company,  entered into a definitive  written  agreement with an unrelated  third
party,  known as Tridon Trust,  to sell all right,  title and interest in and to
the Series A Preferred  Stock and Shares of Common Stock of the Company owned by
Mr. Eberling. The sale and purchase agreement closed on July 1, 1999.


                                       13


<PAGE>

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  The following documents are filed as a part of this report:

          1.   Financial Statements: included in Item 8, Part II of this report.

          2.   Exhibits required to be filed by this report:

    Exhibit
     Number         Description
    -------         -----------
      2.1           Agreement of Reorganization with BzAds.com, Inc. (1)

      3             Articles of Incorporation and Bylaws

                     (a) Certificate of Amendment to Articles of Incorporation
                         dated October 7, 1983 and Articles of Incorporation
                         dated October 7, 1983. (2)

                     (b) Certificate of Amendment to Articles of Incorporation
                         dated August  30, 1984 and Articles of  Incorporation
                         dated September 27, 1984 (2)

                     (c) Bylaws (2)

                     (d) Certificate of Amendment to Articles of Incorporation
                         dated January 20, 1994. (2)

                     (e) Certificate of Amendment to Articles of Incorporation
                         dated April 24, 1996. (2)

          (1)  Incorporated  herein by reference to the Registrant's 8-K Current
               Report filed June 6, 2000.

          (2)  Incorporated   by  reference   from  Form  S-18  filed  with  the
               Securities and Exchange Commission,  Commission File No. 0-13628,
               filed for fiscal year ended April 30, 1985.

     (b)  Reports on Form 8K

     On June 6, 2000,  the Company  filed an 8-K  Current  Report to announce it
entered into an agreement of reorganization with BzAds.com,  Inc.  ("BzAds"),  a
Delaware  Corporation.  To accomplish the  acquisition,  the Company  intends to
issue shares of its voting common stock to the shareholders of BzAds in exchange
of all of the  issued and  outstanding  shares of common  stock of BzAds.  BzAds
shall receive that number of shares of common stock of the Company following the
merger that will result in BzAds owning  ninety five percent (95%) of the issued
and outstanding shares of the Company following the acquisition.


                                       14


<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report to be signed on its behalf and on the
dates indicated by the undersigned thereunto duly authorized.

                                         TRIDON ENTERPRISES INCORPORATED


                                          /s/ Kevin Welch
Date:     September 15, 2000         By:  --------------------------
                                          Kevin Welch
                                          Acting Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  Report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


  /s/ Kevin Welch         Acting CEO,                 September 15, 2000
  -------------------     Secretary/Treasurer
  Kevin Welch             and Director


  /s/ Nicholas Weider     Director                    September 15, 2000
  -------------------
  Nicholas Weider, M.D.


                                       15