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, 2001

                                       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)

     345 North  Maple  Drive,  Suite 281  Beverly  Hills,  CA 90210
           (Address of principal executive offices)       (Zip code)

               Registrant's telephone number, including area code:
                                  (310) 276-6742

           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.SB [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of August 31, 2001 was approximately $1,740,577. The closing price
of Registrant's common stock on August 30, 2001 was $0.029.

At August 31, 2001, there were 83,691,886 shares outstanding of the Registrant's
common stock, $.001 par value.

<PAGE>


                                TABLE OF CONTENTS

 PART I

Item 1.    Business......................................................    2

Item 2.    Properties....................................................    4

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........................................    6

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)...................    9

Item 9.    Disagreements on Accounting and Financial Disclosure..........   10


PART III

Item 10.   Directors and Officers of the Registrant......................   10

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

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

Item 13.   Certain Relationships and Related Transactions................   12


 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

         Hammer  Computer  Systems,  Inc.  a  Colorado  corporation,   had  been
inoperative  since  August,1986,  at which time it suspended all  operations and
ceased  doing  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.


         In 1991 the  Company,  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.  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.   Management  estimated  that  the
development cost of the product would be $500,000.00.

         The Company  announced on September 21, 1993, the appointment of Harold
A. Lancer, M.D. as Medical Director of its Vertex Hair System. Next, the Company
engaged California Cybernetics Corporation for the implementation of its design,
engineering,  manufacturing  and software  applications  for its  computer-aided
flexible manufacturing processes.

                                       2
<PAGE>

         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 planned to use the proceeds of this
placement for the  development  of the first flexible  manufacturing  devise for
Vertex.  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.  In  February  1997 the  Company  began an  18-month  testing  project  in
preparation  for a market  roll out of Vertex Hair for Men.  In  September  1997
management  identified the need for a separate hair  enhancement  prosthesis for
women and began  development  of the products and a marketing  plan. The product
was designed,  prototyped and tested. Manufacturing arrangements were negotiated
with in Asia.  A trademark  was  applied for  Hollywood  Hair and its  attendant
products.  A  thirty-minute  infomercial  was produced.  Test marketing began in
selected  markets in the 4th  quarter of 1998 for a Spring  1999  roll-out.  The
company  incorporated  Vertex  Corporation as a wholly-owned  subsidiary for the
purpose of manufacturing and marketing its Vertex for Men and Hollywood Hair for
Women products.

         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. On April 29, 1995 Tridon  irrevocably  transferred
to a trust 100% of its shares of  Polaris.  Subsequently  the  2,000,000  issued
shares were  cancelled and returned to the treasury  effectively  rescinding the
transaction.

         In  June  1998,   management   engaged  in  discussions   with  various
telecommunications  firms in efforts to reorganize  itself as a provider of long
distance  telecommunications,  voice and data services. The Company incorporated
Tridon  Communications  Corporation,  a Nevada  corporation,  and  announced the
spin-off of Vertex  Corporation to its  shareholders.  The spin-off was to occur
only  if the  Company  was  able  to  transact  a  telecommunication  merger  or
consolidation  with  another  entity  that could  further the  interests  of the
Company and its shareholders. Vertex is now inactive.

         On April 21,  1999,  Mr. Paul  Ebeling,  Chairman  and Chief  Executive
Officer of the Company  tendered his  resignation  from all  positions  with the
Company for personal  reasons His resignation was accepted by Board of Directors
and was effective immediately.


                                       3
<PAGE>


         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.  Mr.  Welch  and the Board  elected  to  abandon  the
research,  development and product  testing,  and marketing plans for Vertex for
Men and  Hollywood  Hair for Women and  reorganize  the  Company  into a telecom
company. On August 2, 1999, Mr. Welch recommended that the Company enter 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, Satellite Link Communications,  Inc's. management requested a release
from the agreement  due to its  inability to execute its business  plan. On June
1,2000, the Board of Directors granted Satellite Link  Communications,  Inc. the
release from the agreement of reorganization dated August 2, 1999.

         On June 6, 2000, Mr. Welch  recommended  that the Company enter into an
agreement of reorganization with BzAds, Inc. ("BzAds"),  a Delaware corporation.
To  accomplish  the  acquisition,  the Company  intended to issue  shares of its
voting  common  stock to the  shareholders  of BzAds in exchange  for 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,  requiring the Company to cause
a 1 for 40  reverse  stock  split to occur  prior  to the  closing  and that the
Shareholders  approve  management's  proposal at the annual meeting. The company
prepared a proxy  statement for delivery to  shareholders  of record  subject to
approval from the Securities and Exchange  Commission.  The Company  anticipated
the  completion  of the  acquisition  with BzAds to be on or before  October 31,
2000.  However,  both the  Company  and BzAds  agreed  that  this date  could be
extended by mutual consent of parties.  The Company extended the closing date to
December 2000 and subsequently  released  BizAds,  Inc. of its obligations to be
acquired under the Memorandum of Understanding.

     On April 5, 2001 Mr. Welch  submitted his resignation as Chairman and Chief
Executive Officer effective immediately but remained a director.  Brian T. Brick
was appointed President, CEO and Director on April 5, 2001 accepting the task of
organizing the Company for the greater benefit of its shareholders.  The Company
currently has no operations.

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 or
$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 June
1999. The Company  maintains its offices on a  lease-sharing  basis at 345 North
Maple Drive, Suite 281, Beverly Hills, CA 90210.



                                       4
<PAGE>


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.  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.

Lucas Plaza Associates v Tridon Enterprises, Inc.

         In  1989,  the  Tridon  Development  Corp.  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 later began to pursue the case the Company defended
against the late action. On December 21, 1999, the Company executed a release of
all claims  agreement with LPA.  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  Tridon  Development  Corporation,  the  predecessor  of 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 build out of
leased property space located in St. Louis, Missouri. The matter lay dormant for
many  years,  JK recently  began to pursue of the case and the Company  defended
against 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 default judgment
against  the  Company in the amount of  $162,922  by way of a motion for summary
judgment.  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. With the
demise of the BizAds, Inc.  transaction the settlement agreement with JK will be
re-negociated.


                                       5
<PAGE>


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

The Company entered into a "Plan of  Reorganization"  with  BzAds.com,  Inc. The
agreement  called 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  Incorporated.  The Company prepared a proxy statement but
because  the  transaction  did  not go  forward  it  was  not  submitted  to the
Securities and Exchange Commission of the Shareholders for approval.


                                     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 (OTCBB) 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 calendar years, as reported on the OTCBB.

                                        High       Low
                                       -----
                      2001
Quarter ended January 31, 2001         $0.06       $0.01
Quarter ended April 30, 2001           $0.03       $0.01

                     2000
Quarter ended March 31, 2000           $0.20       $0.03
Quarter ended July 31, 2000            $0.07       $0.03
Quarter ended October 31, 2000         $0.25       $0.01

                   1999
Quarter ended March 31, 1999           $0.74       $0.12
Quarter ended June 30, 1999            $0.47       $0.06
Quarter ended September 30, 1999       $0.08       $0.03
Quarter ended December 31, 1999        $0.06       $0.03

     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.


                                       6
<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA

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

                     April 30,   April 30,     April 30,    April 30,  April 30,
                       1997        1998          1999         2000       2001
                     ---------   ---------     ---------    ---------  ---------
Total Assets         $  256,672  $  184,399    $ 815,057   $   52,099  $ 46,246

Working
Capital
(deficit)                18,936         682        1,031        1,250       171

Long-term
obligations                   0           0            0            0         0

Stockholder's
equity
(deficit)               174,961       1,257      300,749     (353,185) (442,954)

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


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

                     April 30,   April 30,     April 30,    April 30,  April 30,
                       1997        1998          1999         2000       2001
                     ---------   ---------     ---------    ---------  ---------
Revenues             $    00.00  $    00.00    $   00.00   $    00.00  $  00.00

Income
(loss)               (2,072,867) (1,857,604)  (2,990,515)  (1,197,634) (171,968)

Income (loss)/
share                     (0.42)      (0.08)       (0.05)       (0.02)    (0.00)


                                       7
<PAGE>

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 to its inability to execute its business plan. On June 1,
2000, the Board of Directors of Company granted  Satellite Link  Communications,
Inc's. release from the agreement of reorganization dated August 2, 1999.

     On June 6, 2000,  Mr. Welch  recommended to the Board of Directors that the
Company enter into an agreement of reorganization with BzAds, Inc. ("BzAds"),  a
Delaware  corporation.  To accomplish the  transaction  the Company  intended 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 was
to 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.

     On  December  15,  2000,  prior  to the  effective  date of the  agreement,
management of BzAds.com,  Inc. requested a release from the agreement citing the
inability to obtain  adequate  financing and set-backs with its technology  that
would impede BzAds.com, Inc.'s ability to execute its business plan. On December
18, 2000, the Board of Directors of Tridon Enterprises, Inc. accepted BzAds.com,
Inc.'s request and executed a release from the agreement of reorganization dated
June 6, 2000.


LIQUIDITY AND CAPITAL RESOURCES

          The  Company's  future  is  uncertain  as to its  ability  to meet the
financial  commitments  required  to  maintain  current  SEC filings and to meet
working capital requirements.  The Company's auditors have 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.  Management  will  continue  its
efforts to seek an appropriate merger candidate for the Registrant.





                                       8
<PAGE>


ITEM 8.  Financial Statements




                TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)
                        CONSOLIDATED FINANCIAL STATEMENTS
                             APRIL 30, 2001 AND 2000


                                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-7

Consolidated Statements of Changes in Stockholders'
  Equity (Deficit)                                               F-8 - F-12

Consolidated Statements of Cash Flows                            F-13 - F-15

Notes to Consolidated Financial Statements                       F-16 - F-27















                                       9
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Tridon Enterprises Incorporated

We  have  audited  the  accompanying   consolidated   balance  sheet  of  Tridon
Enterprises  Incorporated and Subsidiaries  (companies in the development stage)
as of April 30, 2001 and the related  statements  of  operations,  stockholders'
deficit and cash flows for the year then ended. The financial statements are the
responsibility  of  the  management  of  Tridon  Enterprises  Incorporated.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Tridon Enterprises
Incorporated and Subsidiaries  (companies in the development  stage) as of April
30, 2001, and the results of their  operations and their cash flows for the year
then ended, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared based on the assumption
that the Company and its  subsidiaries  will  continue  as a going  concern.  As
discussed  in Note 10, the  Company  has not  generated  operating  revenue  for
several  years,  has  incurred  significant  losses  from  operations  and has a
significant working capital deficit. These factors raise substantial doubt as to
the Company's ability to continue as a going concern. These financial statements
do no  include  any  adjustments  that  might  result  from the  outcome of that
uncertainty.

                                                      /s/ Hurley & Company
                                                      --------------------
                                                     Hurley & Company

Granada Hills,  CA
August 31, 2000


                                      F-1
<PAGE>



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

                                     ASSETS

                                                                                   April 30,
                                                                          ---------------------------
                                                                              2001            2000
                                                                          -----------     -----------
  <S>                                                                     <C>             <C>
  CURRENT ASSETS
        Cash                                                              $       171     $     1,250
        Note receivable and interest receivable,                              277,310         277,310
         less allowances for uncollectible amounts                           (277,310)       (277,310)
        Loans receivable and related interest                                  41,417          37,567
                                                                          -----------     -----------
                   Total Current Assets                                        41,588          38,817
                                                                          -----------     -----------

  PROPERTY AND EQUIPMENT, AT COST                                              17,993          25,462
        Accumulated depreciation                                              (13,335)        (12,180)
                                                                          -----------     -----------
                   Net Property and Equipment                                   4,658          13,282
                                                                          -----------     -----------
                   Total Assets                                           $    46,246     $    52,099
                                                                          ===========     ===========
</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,
                                                                          ---------------------------
                                                                              2001            2000
                                                                          -----------     -----------
  <S>                                                                     <C>             <C>
  CURRENT LIABILITIES
        Accounts payable and accrued expenses                             $   277,170     $   232,671
        Advances from officers                                                     --          13,600
        Advances from shareholder                                             172,630         119,613
        Advances to Vertex Marketing                                           39,400          39,400
                                                                          -----------     -----------
                   Total Current Liabilities                                  489,200         405,284
                                                                          -----------     -----------

  COMMITMENTS AND CONTINGENCIES                                                    --              --
                                                                          -----------     -----------
                   Total Liabilities                                          489,200         405,284
                                                                          -----------     -----------

   STOCKHOLDERS' EQUITY (DEFICIT)
         Preferred stock, 7% cumulative convertible, par  value
           $.001, 20,000,000 shares authorized, 35,800 and
           53,300 shares issued and outstanding respectively                       36              53
         Common stock, $.001 par value, 100,000,000 shares
           authorized, 88,591,886 and 79,594,734 shares issued and
           outstanding, respectively                                           88,592          79,595
         Additional paid-in capital                                        12,686,121      12,563,784
         Deficit accumulated during development stage                     (13,217,703)    (12,996,617)
                                                                          -----------     -----------
                    Total Stockholders' Equity (Deficit)                     (442,954)       (353,185
                                                                          -----------     -----------
                    Total Liabilities and Stockholders' Equity (Deficit)  $    46,246    $     52,099
                                                                          ===========    ============
</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,
                                                2001             2001          2000            1999
                                           ------------      ----------     -----------     -----------
<S>                                        <C>               <C>            <C>             <C>
REVENUE
      Net sales                            $    151,729      $       --     $        --     $        --
      Cost of sales                             182,581              --              --              --
                                           ------------      ----------     -----------     -----------
              Gross (Loss)                      (30,852)             --              --              --

OPERATING EXPENSES
      General and administrative              6,348,512         164,345         426,685
      Consulting fees                           752,250              --         752,250       1,644,267
      Research and development                  132,697              --              --              --
      Computer software
       development costs                        630,066              --              --              --
      Interest                                  874,175           5,000               9              --
                                           ------------      ----------     -----------     -----------
              Total Operating Expenses        8,737,700         169,345       1,178,944       1,644,267
                                           ------------      ----------     -----------     -----------
              Net (Loss) from Operations     (8,768,552)       (169,345)     (1,178,944)     (1,644,267)
                                           ------------      ----------     -----------     -----------
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                                     97,949           3,850              --              --
    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
    Loss on permanent impairment of
      Securities                             (1,120,050)             --              --              --
    Miscellaneous                                 1,043          (6,473)          3,120             976
    Bad debt expense                           (353,732)             --          (2,310)             --
    Litigation settlement                      (429,978)             --         (19,500)       (410,478)
                                           ------------      ----------     -----------     -----------
              Total Other Income
               (Expenses)                    (6,464,002)         (2,623)        (18,690)     (1,345,448)

              (Loss) from Continuing
               Operations Before Income
                Tax (Provision) Benefit     (15,232,554)       (171,968)     (1,197,634)     (2,989,715)
</TABLE>
See Accompanying Auditors' Report
See Accompanying Notes to the Financial Statements
                                      F-5
<PAGE>
<TABLE>
<CAPTION>
            TRIDON ENTERPRISES, INCORPORATED AND SUBSIDIARIES Page 5
                      (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,
                                                2001             2001          2000            1999
                                           ------------      ----------     -----------     -----------
<S>                                        <C>               <C>            <C>             <C>
    (Provision) Benefit for Income Taxes
       Current                             $     80,205      $      (800)   $      (800)    $      (800)
       Deferred                                      --               --             --              --
                                           ------------      ----------     -----------     -----------
               (Loss) from Continuing
                 Operations                 (15,152,349)        (172,768)    (1,198,434)     (2,990,515)

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

               Net (Loss)                  $(13,169,385)     $  (172,768)   $(1,198,434)    $(2,990,515)
                                           ============      ===========    ===========     ===========

(LOSS) PER SHARE                                             $      (.00)   $      (.02)    $      (.05)
                                                             ===========    ===========     ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING DURING THE PERIOD                         $80,771,219    $73,718,844     $54,796,395
                                                             ===========    ===========     ===========
</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 2001


                                          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 2001
                                  (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 2001
                                  (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 2001
                                  (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 2001
                                  (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>
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 CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED APRIL 30, 1988 TO 2001
                                  (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>
Balance at April 30, 2000   79,594,734  $79,595  $12,315,016    53,300 $    53  $  248,768  $(12,996,617) $       --   $   (353,185)

Common stock issued in
 exchange for interest
 settlement                    200,000      200        4,800                                                                  5,000

Preferred stock converted
 to common stock (1:40)        700,000      700      151,799   (17,500)    (17)   (152,482)                                      --

Common stock issued in
 partial payment of
 preferred dividends in
 arrears                     3,097,152    3,097       45,221                                     (48,318)                        --


Common stock issued in
 exchange for reduction in
 shareholders loan and
  services rendered          5,000,000  $ 5,000  $    72,999                                                           $     77,999

Consolidated net (loss) for
 the year April 30, 2001                                                                    $   (172,768)                  (172,768)
                            ----------  -------  ----------   -------- -------  ----------   ------------  ----------   ------------

Balance at April 30, 2001   88,591,886  $88,592  $12,589,835    35,800 $    36  $   96,286  $(13,217,703) $       --   $   (442,954)
                            ==========  =======  ===========  ======== =======  ==========  ============  ===========  ============
</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 To     Year Ended    Year Ended     Year Ended
                                                 April 30,       April 30,     April 30,      April 30,
                                                   2001            2001          2000            1999
                                               -------------   -----------   -------------   ------------
<S>                                            <C>             <C>           <C>             <C>
CASH FLOWS PROVIDED (USED) BY OPERATING
  ACTIVITIES:
  Net income (loss)                            $ (13,169,385)  $  (172,768)  $  (1,198,434)  $ (2,990,515)
   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            --              --             --
      (Gain) loss on sale of marketable
        securities                                    (7,467 )          --              --        (51,375)
      Write down of investment                        25,000            --              --             --
      Depreciation                                    14,497         2,151           2,678          3,198
      Increase in allowance for
         uncollectible amounts                       372,948            --           2,310             --
      Professional fees                               12,885            --              --             --
      Outside services paid by issuance
         of common stock                           1,580,923            --         361,471        902,250
      Reclassification of common stock                                  --              --        225,000
         subscribe                                   225,000
      Officer's salary related to
         common stock issued                       1,758,728        61,400              --        748,305
      Operating expenses paid by officer/
         stockholder                                 166,715        56,016              --         11,694
      Loan fees related to common stock
         issued                                    1,049,016            --              --        239,016
      Write-down of screenplays                       49,800            --              --             --
      Loss of fixed asset disposal                     7,726         6,473              --             --
      Research and development                        88,000            --              --             --
      Interest expense                               354,745         5,000              --             --
      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
   (Increase) decrease in:
      Inventory write-off                                 --            --           7,506         (2,181)
      Prepaid expenses                               759,940            --         788,250         (9,057)
      Interest in notes receivable                    (9,417)       (3,850)         (2,567)            --
      Interest receivable                            (25,000)           --              --             --
    Increase (decrease) in:
      Accounts payable and accrued expenses          438,259        44,499          17,406        127,275
      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                (5,205,394)       (1,079)         (1,880)      (385,912)
                                               -------------   -----------   -------------   ------------
</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 To     Year Ended    Year Ended     Year Ended
                                                 April 30,       April 30,     April 30,      April 30,
                                                   2001            2001          2000            1999
                                               -------------   -----------   -------------   ------------
<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
    Sale of common stock                              13,550           --             --              --
    Investment in screenplays                        (40,000)          --             --              --
    Purchase of property and equipment               (26,881)          --             --          (7,469)
    Advances to officers                             (91,627)          --             --              --
    Investment in production                          (1,925)          --             --              --
    Repayments of notes receivable                     6,000           --             --              --
                                               -------------  -----------   -------------   ------------
               Net Cash Provided (Used) by
                Investing Activities                (314,447)          --        (35,000)         99,982
                                               -------------  -----------   -------------   ------------

CASH FLOWS PROVIDED (USED) BY
  FINANCING ACTIVITIES:
    Proceeds from issuance of common stock         4,906,325           --         36,000          84,622
    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
                                               -------------  -----------   -------------   ------------

NET INCREASE (DECREASE) IN CASH                          167       (1,079)           219             349
CASH AT BEGINNING OF PERIOD                                4        1,250          1,031             682
                                               -------------  -----------    ------------   ------------
CASH AT END OF PERIOD                          $         171  $       171    $     1,250    $      1,031
                                               =============  ===========    ============   ============
</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 To     Year Ended    Year Ended     Year Ended
                                                 April 30,       April 30,     April 30,      April 30,
                                                   2001            2001          2000            1999
                                               -------------   -----------   -------------   ------------
<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    $   279,000   $          --   $   752,250
                                               =============  ===========    ============   ============
      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    $    59,236   $      125,000  $        --
                                               =============  ===========    ============   ============
      Common stock issued for reduction in
        shareholder loans and payment for
        services rendered                      $     78,000    $    78,000   $           --  $        --
                                               =============  ===========    ============   ============
      Common stock issued in exchange for
        interest settlement                    $      5,000    $     5,000   $           --  $        --
                                               =============  ===========    ============   ============
      Common stock issued in partial payment
        of preferred dividends in arrears      $     48,318    $    48,318   $           --  $        --
                                               =============  ===========    ============   ============
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. During the year ended April 30,
2001, the Company  recognized a loss of $6,473 upon the abandonment of leasehold
improvements  when its offices  were  vacated.  There were no other  significant
transactions.

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.  There was no activity  for the year ended April
30, 2001.

See Accompanying Auditors' Report
                                      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,  2001 and 2000  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, 2001.

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.

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,  2001,  the Company  entered  into several
non-monetary transactions as described below:

Preferred stock consisting of 17,500 shares valued at $59,236 was converted into
3,797,152 common shares. In addition, the Company issued 5,000,000 common shares
for a  reduction  of a  shareholder  loan of $16,600 and for  services  rendered
valued at $61,400. Dividends of $48,318 were paid with the issuance of 3,097,152
common  shares.  The Company  issued  200,000  common shares valued at $5,000 in
payment of interest.

See Accompanying Auditors' Report

                                      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)

For the 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.

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  director's  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.

See Accompanying Auditors' Report

                                      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 $2,151, $2,678 and $3,198 for the years ended April 30,
2001, 2000 and 1999, 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.

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.

See Accompanying Auditors' Report

                                      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)

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,
                                      ----------------------------
                                          2001              2000
                                      ----------        ----------
     Computers                        $   10,259        $   10,259
     Furniture and fixtures                4,821             4,821
     Equipment                             2,913             2,913
     Leaseholds improvements                   0             7,469
                                      ----------        ----------
                                          17,993            25,462
     Less: Accumulated Depreciation       13,335            12,180
                                      ----------        ----------
                                      $    4,658        $   13,282
                                      ==========        ==========


See Accompanying Auditors' Report

                                      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 year ended April 30, 2001, Mr. Welch resigned as an officer of
the  Company.  Mr.  Welch  advanced  the Company an  additional  $400 during the
current  year.  Advances  from Mr.  Welch were  reclassified  as  advances  from
shareholders. During the current year, Mr. Welch converted $16,600 of the amount
owed him into 5,000,000 shares of the Company's  common stock.  This transaction
reflects  the fair market  value of the common  stock at the date of issuance at
$.0156 per share or $78,000.  The additional value increased paid in capital and
officer's salary.

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.  During the year ended April 30, 2001, Mr. Ebeling
advanced an additional $52,617 for the Company to meet operating expenses.

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.

During the year ended  April 30,  2001,  a former  officer  converted a total of
17,500 preferred shares into 700,000 common shares of the Company. Also see Note
8.

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.

See Accompanying Auditors' Report

                                      F-21
<PAGE>


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

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.

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.



See Accompanying Auditors' Report

                                      F-22
<PAGE>


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

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,
                                --------------------------------------------
                                    2001              2000           1999
                                ------------       ----------     ----------
Federal                         $         --       $       --     $       --
State                                    800              800            800
                                ------------       ----------     ----------
                                         800              800            800
Deferred Taxes                            --               --             --
                                ------------       ----------     ----------
Provision for Income Taxes      $        800       $      800     $      800
                                ============       ==========     ==========
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. The entire net operating loss carryforward of $1,001,000
expires in 2002.

See Accompanying Auditors' Report



                                      F-23
<PAGE>



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

NOTE 6 - INCOME TAXES (Continued)

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 2002 and 2021.  State NOL's are carried  forward 5 years and
expire between 2002 and 2006.

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:
                                              2001                2000
                                         ------------       -------------
Deferred Tax Asset                       $ 2,800,000        $   2,801,800
Less Valuation Allowance                  (2,800,000)          (2,801,800)
                                         ------------       -------------
                                         $         --       $          --
                                         ============       =============

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 $1,800 for the
year ended April 30, 2001.

See Accompanying Auditors' Report


                                      F-24
<PAGE>


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

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  shares were
$42,050.  Cumulative  dividends  in arrears  on  remaining  preferred  stock was
$87,464.  During the year ended April 30,  2001,  17,500  preferred  shares were
converted into common stock by a former officer. Cumulative dividends in arrears
on outstanding preferred stock at April 30, 2001 is $40,538.

For the year ended April 30,  2001,  dividends  paid with common  stock  totaled
$48,316. For the years ended April 30, 2000 and 1999, 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.

See Accompanying Auditors' Report


                                      F-25
<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  offices.
Rent expense  relative to this lease was charged to operations and for the years
ended  April  30,  2001,  2000  and  1999  was  $10,500,   $3,239  and  $35,080,
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 to stockholders.

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 judgement  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,  2001,  the  Company is a
defendant  in a lawsuit that has not been settled as of the date of this report,
although a judgement in the amount of $213,878 has been entered  against  Tridon
Enterprises,  Incorporated.  This  amount has been  accrued  and is  included in
accounts payable.

See Accompanying Auditors' Report


                                      F-26
<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 was 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 BzAds.com,  Inc., noted in the April
30, 2000  financial  statements  was  abandoned  during the year ended April 30,
2001.


                                       F-27
<PAGE>


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

     For the fiscal  years ended April 30, 2000 and 1999 and the interim  period
subsequent to April 30, 2000, the firm of Caldwell,  Becker,  Dervin,  Petrick &
Co., L.L.P.  ("Caldwell,  Becker") served as the Company's  auditors.  Effective
August 24, 2001,  the Board of  Directors of the Company  approved the change of
accountants.  On August 24, 2001,  management of the Company dismissed Caldwell,
Becker  and  engaged  Hurley & Company  of  Granada  Hills,  California,  as its
independent public accountants to audit its financial  statements for the fiscal
year ended April 30, 2001.

     During  the  period  of  engagement  of  Caldwell,  Becker  there  were  no
disagreements  between  the  Company  and  Caldwell,  Becker  on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which disagreements (if not resolved to the satisfaction of
Caldwell,  Becker)  would have  caused  Caldwell,  Becker to make  reference  in
connection  with their report to the subject  matter of the  disagreements.  The
accountants'  report on the  financial  statements of the Company for the fiscal
years ended  April 30,  2000 and 1999 did not  contain  any  adverse  opinion or
disclaimer  of opinion and was not  qualified or modified as to  uncertainty  or
audit  scope  or  accounting  principles,  except  to  express  doubt  as to the
Company's ability to continue as a going concern.


                                    PART III

ITEM 10.  Directors and Officers of the Registrant

Officers and Directors of the Company as of April 30, 2001 are as follows:

Name                       Age            Position
----                       ---            --------
Brian T. Brick             38             CEO, Secretary/Treasurer and 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.

Brian T.  Brick  joined  Tridon  Enterprises  Incorporated  on April 5, 2001 and
serves as CEO,  Secretary/Treasurer  and sole director of the company. Mr. Brick
was formerly a securities industry executive.


                                       10
<PAGE>

            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 2001, its
executive officers, directors and greater than ten percent (10%) beneficial
owners complied with all applicable  Section 16(a) filing  requirements,  except
Mr. Brick has not yet filed a Form 3.


ITEM 11.  Executive Compensation

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

                                   2001         2000        1999
                                   ----         ----        ----
          Kevin Welch(1)          $  0         $  0        $  0
          Brian T. Brick (2)      $  0

---------------
(1)  Mr. Welch resigned as President on April 5, 2001

(2)  Mr.  Brick  assumed  the  position  of  President  on April 5, 2001 and has
     received no compensation to date.

Director Compensation

No directors received compensation in fiscal 2001.


                                       11
<PAGE>

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 the 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                 8,939,997                    10.08%

Tridon Trust
19 Rue Du Penthievre
75008 Paris, France                    14,732,000                    16.61%

All Officers and Directors
As a Group (1 person)                       -0-                      -0-

(1)  Percentage is based on 88,691,886  common shares issued and  outstanding as
     of April 30, 2001.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On February  21, 2001 the Board of  Directors  authorized  the  issuance of five
million  (5,000,000)  common  shares of the  Company's  stock to Kevin Welch for
services  rendered  during fiscal years ending April 30, 1999, 2000 and 2001, as
well as for the  conversion  of debt to equity  for loans Mr.  Welch made to the
company totaling $16,600.

Since Mr.  Welch was one of two Board of  Directors  that  authorized  the share
issuance,  and in an effort to eliminate any issues that might arise  concerning
self-dealing,  lack of  objectivity  or legality,  on July 23,  2001,  Mr. Welch
decided to return the shares  authorized  on February  21, 2001 to the  transfer
agent,  with  instructions  to cancel  the  certificate  and return the stock to
treasury.

The current Board of Directors  will decide how to compensate  Mr. Welch for his
two years'  service as Chief  Executive  Officer  as well as the  structure  for
repayment of the debt.


                                       12


<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 April 27, 2001 the Company filed a current  report on Form 8-K to report
the  resignation of Kevin Welch as CEO and director and the appointment of Brian
T. Brick as Director and CEO. The Company also  reported the  relocation  of its
principal offices.


                                       13
<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/ Brian T. Brick
Date:     September 3, 2001         By:  --------------------------
                                          Brian T. Brick
                                          Chief Executive Officer
                                          (Principal Executive Officer and
                                          Principal Financial 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/ Brian T. Brick       CEO, President,                September 3, 2001
  -------------------       Secretary/Treasurer
  Kevin Welch               and Director







                                       14