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

                                   Form 10-KSB

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

      For the fiscal year ended: December 31, 2002

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

          For the transition period from ____________ to ____________ .

                      Commission file number: 033-05844-NY

                               GTDATA CORPORATION
                 (Name of small business issuer in its charter)

                     Nevada                                  87-0443026
         -------------------------------             ---------------------------
(State or other jurisdiction of incorporation or          (I.R.S. Employer
                  organization)                          Identification No.)

   625 Cochran Street, Simi Valley, California                  93065
   -------------------------------------------       ---------------------------
    (Address of principal executive offices)                 (Zip Code)


                    Issuer's telephone number: (805) 582-3600


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

          Title of each class                    Name of each exchange on
                                                     which registered

                  N/A                                       N/A

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

                                       N/A
                          ----------------------------
                                (Title of Class)

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

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

State issuer's revenues for its most recent fiscal year $9,715,456.

The aggregate market value of the common stock of the issuer held by
non-affiliates as of April 3, 2003, based upon a closing bid price of $0.07 per
share on such date, was approximately $144,674.

The number of shares outstanding of the issuer's common stock as of April 3,
2003 was 3,436,209 shares.

Please note that effective February 17, 2003 the Company completed a 1 for 20
reverse stock split. All references throughout this Annual Report on Form 10-KSB
to the number of shares, per share amounts, stock options and market prices of
the Company's common stock have been restated to reflect these stock split.

Transitional Small Business Disclosure Format (check one):        [ ] Yes [X] No
<PAGE>


                                TABLE OF CONTENTS


                                    PART I.

Item 1.  Description of Business...........................................2

Item 2.  Description of Property...........................................9

Item 3.  Legal Proceedings.................................................9

Item 4.  Submission of Matters to a Vote of Security Holders...............9

PART II.

Item 5.  Market for Common Equity and Related Stockholder Matters.........10

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................12

Item 7.  Financial statements............................................F-1

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.........................................20

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (a) of the Exchange Act...............20

Item 10. Executive Compensation...........................................23

Item 11. Security Ownership of Certain Beneficial Owners and Management...26

Item 12. Certain Relationships and Related Transactions...................29

Item 13. Exhibits and Reports on Form 8-K.................................30

Item 14. Controls and Procedures..........................................31



                                       1
<PAGE>

Introductory Note
-----------------

       This Annual Report on Form 10-KSB may be deemed to contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company
intends that such forward-looking statements be subject to the safe harbors
created by such statutes. The forward-looking statements included herein are
based on current expectations that involve a number of risks and uncertainties.
Accordingly, to the extent that this Annual Report contains forward-looking
statements regarding the financial condition, operating results, business
prospects or any other aspect of the Company, please be advised that the
Company's actual financial condition, operating results, and business
performance may differ materially from that projected or estimated by the
Company in forward-looking statements. The differences may be caused by a
variety of factors, including, but not limited to, adverse economic conditions,
intense competition, including intensification of price competition and entry of
new competitors and products, inadequate capital, unexpected costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to them by the Company, termination of contracts, failure to obtain new
customers, litigation and administrative proceedings involving the Company, the
possible acquisition of new businesses that result in operating losses or the
fluctuation and volatility of the Company's operating results, financial
condition and stock price, dilution in the Company's ownership of its business,
inability to carry out marketing and sales plans, loss or retirement of key
executives, changes in interest rates, inflationary factors, and other specific
risks that may be alluded to in this Annual Report on Form 10-KSB or in other
reports issued by the Company. In addition, the business and operations of the
Company are subject to substantial risks, which increase the uncertainty
inherent in the forward-looking statements. In light of the significant
uncertainty inherent in the forward-looking information included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives or plans of the Company will be
achieved.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Organization and History
------------------------

       GTDATA Corporation (the "Company" or "GTDATA") is a Nevada corporation.
The Company was originally incorporated on March 17, 1986, under the name
Impressive Ventures, Ltd. for the purpose of engaging in any lawful activity or
business. In January 1998, we changed our name to World Internetworks, Inc. and
in November 2001, we changed our name to GTDATA Corporation.

       GT Data Corporation, a Delaware corporation ("GT Data Delaware") was
originally incorporated on April 14, 1998 according to the laws of Colorado.
GTData Delaware was reincorporated according to the laws of Delaware on February
17, 2000. GT Data Delaware, through its wholly-owned subsidiary Technical
Services and Logistics Inc. (TSLi), is engaged in the sale, repair and support
service of in-warranty and out-of-warranty computer peripheral devices for a
variety of large and small brand name manufacturers.

Nature of Operations
--------------------

       On February 27, 2001, World Internetworks, Inc. ("WINS") entered into an
Agreement and Plan of Reorganization and Merger (the "Plan of Merger") with GTD
Acquisition, Inc. ("Newco") and GT Data Delaware. On March 20, 2001, and
pursuant to a Certificate filed with the Nevada Secretary of State, WINS
effected a 1 for 2 reverse split of all the outstanding shares of its common
stock, options and warrants. Immediately following the reverse split WINS had
250,000,000 shares authorized and 355,206 shares issued and outstanding.
Outstanding options and warrants were 11,225 and 40,750 respectively, after the
reverse split. On March 22, 2001, the Plan of Merger became effective (the
"Merger"). Under the Merger, Newco merged with and into GT Data Delaware, with
GT Data Delaware as the surviving subsidiary of the Company. Pursuant to the
Plan of Merger, all of the 384,420 outstanding series B preferred stock and
common stock of GT Data Delaware were exchanged for shares of WINS 1 for 1 on a
post-split basis and 37,500 shares were issued to Fairway Capital Partners, LLC,
a finder, in connection with the transaction. All of the outstanding shares of
Newco were converted into shares of GT Data Delaware as the surviving
corporation, with WINS as the sole holder of those shares. The transaction was
regarded as a reverse merger whereby GT Data Delaware was considered to be the
accounting acquirer as it retained control of WINS after the Merger. Pursuant to
the Plan of Merger, certain shareholders of GTDATA Delaware agreed to surrender
358,297 shares of common stock prior to the consummation of the Merger. Since
WINS continuing operations are insignificant, a proforma consolidated statement
of operations is not included and all financial information is that of GTDATA
Nevada.

                                       2
<PAGE>

       As a result of the reverse merger transaction that took place on February
27, 2001, the Company adopted the fiscal year end of the formerly private
company, GT Data Delaware, and as a result, the Company's fiscal year end is now
December 31.

Business
--------

Overview
--------

       Our business goal is to become a high-end data storage solutions Company
that provides a wide variety of service options to key manufacturers and
integrators. We offer repair, remarketing and logistics solutions to the data
storage market, including mass storage for original equipment manufacturers and
integrators.

       We believe that our core competencies include our in-depth technical
expertise and our extensive marketing database. We have also established
strategic alliances with mass storage OEMs and other key integrators.

Data Storage and Repair Service
-------------------------------

       Through our wholly owned subsidiary, Technical Services and Logistics,
Inc. ("TSLi"), we offer warranty, repair, sales, logistics and new build
services to users of magnetic disk, optical disk, hard disk and magnetic tape.
We also offer full service and support capabilities for other mass storage
categories, including hard drives, CD ROMs, and floppy drives.

       We believe that we differentiate ourselves as a leading edge mass storage
service provider through our strategic partnerships and contracts with mass
storage OEMs. By combining our in-house engineering talent with proprietary
support from these OEMs, we are positioned to support a wide variety of mass
storage products, as well as services. This OEM support includes proprietary
test equipment, parts inventory, complete unit buffer stock, schematics and
OEM-authorized warranty support. Our relationships with the OEMs allows us to
mirror their manufacturing and service processes, which we believe is a key
advantage. In those instances where we do not have a direct OEM relationship, we
utilize extensive manufacturing and service background to mirror specific
processes.

       The data storage industry is in need of companies that can offer faster
cycle times and higher volume commitments. We believe that we have positioned
ourselves to take advantage of this opportunity by adapting to our current and
potential customers' needs. We have and will continue to concentrate on
improving our processes and controls so that we can meet our customers needs in
the most efficient and effective manner. In addition, we work closely with our
OEM partners on proprietary technology and equipment.

       In addition to our tape repair services, we also offer inventory
management, advance-exchange and engineering consultation. These added services
allow us to provide a full-service infrastructure that includes:

      o    customer service;

      o    technical support;

      o    engineering support;

      o    program management; and

      o    logistics expertise.

                                       3
<PAGE>

Sales and Marketing
-------------------

       Our goal has been to build OEM strategic partnerships and to leverage
these partnerships to build volume business with the major integrators. The
volume integrators require their service providers to support a wide variety of
brands and models. As a result of our relationships with our OEM customers, our
broad network of suppliers, and our internal sales people, we believe that we
are positioned to meet these needs.

       We also maintain a web site for our customers. Our web site allows
customers to track purchase orders and return merchandise authorizations. The
site also provides a technical support message board that allows our customers
to receive technical support from our technical support personnel as well as RMA
request forms. In addition, we've added a web sales feature that allows our
customers to buy and sell product over the internet.

       Though we market our services and products worldwide, we devote minimal
direct resources to marketing our business. We utilize our OEM base to market
our services and products to key integrators. We also advertise our services in
trade magazines and participate in industry trade shows.

Dependence on Key Customers and Suppliers
-----------------------------------------

       The Company currently relies upon five (5) key customers that constitute
approximately 78% of the Company's revenues for 2002, and five (5) of these key
customers constituted approximately 50% of the Company's revenues for 2001. If
we were to lose any one of these customer accounts, our financial condition and
operations would be materially impacted.

       We also rely on a core group of suppliers for our products and
components. If we were to lose any of these key suppliers, it may be difficult
for the Company to secure another source of such supplies. As a result, the loss
of any of these suppliers may materially impact the Company, its operations, and
financial condition.

Competitive Business Conditions
-------------------------------

       We compete with many established companies offering data storage
services, as well as smaller, less established companies. Many of these
companies have substantially greater financial, marketing and technological
resources, and greater access to customers than us. Recently, the data storage
industry has undergone a consolidation, as some of our competitors have been
acquired by full-service organizations. However, as the data storage market
continues to expand, we expect competition to increase and to see new entrants
into the market.

       We believe we have a number of competitive advantages, including our
in-depth technical expertise and our value-added services such as full
configuration kitting, repair to the component level and quick turnaround time
on volume transactions.

Environmental Compliance
------------------------

       Compliance with the provisions of federal, state and local laws
regulating the discharge of materials into the environment, or otherwise
relating to the protection of the environment, has not had a material adverse
effect on our financial results, operations or business. The Company did not
have any material expenditures for environmental compliance in fiscal 2002. The
Company does not currently have and has not budgeted any material estimated
expenditures for environmental compliance during 2003. However, potential
liability under environmental rules and regulations is ongoing, regardless of
whether the Company has complied with existing governmental guidelines.

       The Company cannot predict the nature or scope of future environmental
laws or regulations, how they will be administered or whether compliance will
require substantial expenditures by the Company. Based upon current information,
the Company expects that future compliance with environmental rules and
regulations will not have a material impact on the Company's financial results,
operations or business.

Employees
---------

       At December 31, 2002, the Company had approximately 97 full time
employees, of whom 3 were in engineering/R&D, 5 were in sales and marketing, 18
were administrative, and the remaining 71 employees were in operations. None of
the Company's employees are represented by a union, and we have experienced no
work stoppages. We believe our employee relations are favorable.

                                       4
<PAGE>

FACTORS THAT MAY AFFECT OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION

       Our prospects are subject to certain uncertainties and risks. This Annual
Report on Form 10-KSB also contains certain forward-looking statements within
the meaning of the Federal securities laws. Our future results may differ
materially from our current results, and our actual results could differ
materially from those projected in the forward-looking statements. Such
differences may be the result of certain risks, including but not limited to
those risk factors set forth below, other one-time events and other important
factors previously disclosed or to be disclosed from time to time in our other
filings with the Securities and Exchange Commission. The following risk factors
should be considered carefully in evaluating the Company and its business
because these risks currently have a significant impact or may have a
significant impact in the future on our business, operating results, and
financial condition.

We currently have a number of obligations that we are unable to meet without
----------------------------------------------------------------------------
generating additional revenues or raising additional capital. If we cannot
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generate additional revenues or raise additional capital in the near future, we
-------------------------------------------------------------------------------
may become insolvent and our stock would become illiquid or worthless.
---------------------------------------------------------------------

       As of December 31, 2002, our cash balance was approximately $247,541, our
outstanding accounts payable and accrued liabilities totaled $2,001,807, our
line of credit totaled approximately $705,000, and our short-term debt totaled
$439,666. If we do not receive sufficient financing we may (i) liquidate assets,
(ii) seek or be forced into bankruptcy and/or (iii) continue operations, but
incur material harm to our business, operations, or financial condition. These
measures could have a material adverse affect on our ability to continue as a
going concern. Additionally, because of our financial condition, our Board of
Directors have a duty to our creditors that may conflict with the interests of
our stockholders.

       For the year ending December 31, 2002, our net loss from operations was
$596,456, and for the year ending December 31, 2001, our net loss from
operations was $1,175,394. Since inception, we have incurred significant losses
and negative cash flow, and as of December 31, 2002 we had an accumulated
deficit of $2,585,855. Our ability to fund our capital requirements out of our
available cash and cash generated from our operations depends on a number of
factors. Some of these factors include the progress of our product development
programs, the rate of growth of our business, and our products' commercial
success. If we cannot generate positive cash flow from our operations, we will
have to continue to reduce our costs and raise working capital from other
sources. These measures could include selling or consolidating certain
operations, and delaying, canceling, or scaling back product development and
marketing programs. These measures could materially and adversely affect our
ability to obtain new clients, and may not be enough to permit us to operate
profitably, or at all.

We may have difficulty obtaining the funding we need to operate and grow our
----------------------------------------------------------------------------
business in the future.
----------------------

       We currently have limited operating capital and cash resources. As a
result, we require substantial funding to meet the expenses of our anticipated
business expansion in the data storage industry. Such funding will be used to
update our current program offerings; expand and upgrade our Internet
capabilities; upgrade our facilities; invest in research and development; take
advantage of acquisition opportunities; stabilize and integrate acquisition
targets, if any; and meet additional working capital requirements. Our ability
to raise funding may be severely limited due to our historical lack of
successful operations, our limited assets and the limited public market for our
common stock. Our ability to obtain additional funding will also be dependent
upon our operating results and financial condition. These factors may make the
timing, amount, terms and conditions of additional financing unattractive or
impracticable for us. If we are unable to raise more money, our growth could be
impeded and our business could be seriously harmed.

                                       5
<PAGE>

We have an immediate need for additional capital to meet our business
---------------------------------------------------------------------
objectives.
----------

       We anticipate that we will need to raise significant amounts of capital
in the very short term to meet the objectives of our proposed business plan, as
well as to fund and stabilize our existing business. Failure to raise this
capital will severely compromise our business objectives. There is no assurance
that we will be able to raise this capital or that it will be on terms that are
favorable or acceptable to us.

Our acquisition strategy subjects us to risk.
--------------------------------------------

       As part of our business strategy, we may seek to acquire additional data
storage and related companies that offer complimentary products, technologies or
services. The size of the potential targets, timing, and success of our
acquisition efforts and the anticipated capital requirements to implement our
strategy cannot be predicted. The success of our acquisition strategy will
depend largely on our ability to identify suitable acquisition candidates and
secure any necessary financing, without diverting management's attention from
the operation of our business. Competition for acquisition targets could also
result in increased acquisition prices and fewer businesses available for
investment.

       These acquisitions may be accompanied by risks that are commonly
encountered in an acquisition of a business, any of which could seriously harm
our business, including:

O   adverse effects on our reported operating results due to accounting charges
    associated with acquisitions;

O   failure of an acquired business to further our strategies;

O   failure of the acquired business to achieve expected results;

O   potential disputes with the sellers of acquired businesses;

O   failure to retain key clients or personnel of the acquired businesses;

O   increased expenses resulting from newly engaged personnel;

O   potential loss of key employees of the acquired businesses;

O   diversion of management's attention from other business concerns; or

O   difficulties related to the integration of acquired businesses with our
    business.

       For all of the above reasons, our pursuit of an overall acquisition and
investment strategy or any individual acquisition or investment could seriously
harm our business.

Our auditor expressed "going concern" opinions.
----------------------------------------------

       The Independent Auditor's Report for GTDATA and its subsidiaries' audited
consolidated financial statements dated December 31, 2002 expresses "substantial
doubt about our ability to continue as a going concern," due to our substantial
losses from operations, stockholders' deficit and our need to raise sufficient
working capital.

       We experienced operating losses of $1,175,394 and $596,456 in fiscal
years 2001 and 2002, respectively. We expect that we may continue to incur net
losses through 2003 and possibly beyond. Additionally, we expect to incur
significant expenses as we focus on our strategy of becoming a high-end data
storage solutions provider. As a result, we will need to generate significant
revenue to achieve profitability, which may not occur. Even if we achieve
profitability, we may be unable to sustain or increase profitability on a
quarterly or annual basis in the future. If we are unable to achieve and
maintain profitability our business will be materially impacted and the value of
our stockholders' investments may decline.

TSLi, our subsidiary, relies on several principal customers.
-----------------------------------------------------------

       A significant portion of TSLi's revenues are generated by several service
and maintenance customers. If we are unable to retain and grow these customer
accounts or if we were to lose one of these customers, our ability to execute
upon our business plan will be severely compromised.

                                       6
<PAGE>

We may not be able to compete successfully because of the number and strength of
--------------------------------------------------------------------------------
our competitors and expected numerous market entrants.
-----------------------------------------------------

       We anticipate that we will compete with many established and smaller,
less established companies offering data storage services. Many of these
companies have substantially greater financial, marketing, and technological
resources, and greater access to customers than us. Our competitors in these
markets include Quantum, EMC, IBM and others. Most of these competitors benefit
from greater name recognition and have substantially greater resources than we
have. In addition, as the data storage market continues to expand, we expect
competition to increase and to see new entrants into the market. Our failure to
effectively compete in this industry would adversely affect our business.
Additionally, our business may be materially impacted by the announcement or
introduction of new products or the implementation of effective marketing
strategies by our competitors.

If we fail to maintain and establish strategic relationships, we could lose
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access to sales opportunities.
-----------------------------

       We plan to enter into and maintain strategic relationships with companies
that will provide us with sales opportunities, access to potential clients and
access to technical knowledge. If we fail to establish and maintain strategic
relationships with other companies, we could lose access to sales opportunities
and the ability to undertake projects and service clients that require the
cooperation or support of the other company. Further, because we offer services
offered by our existing and potential strategic partners, such partners may
elect not to continue or enter into new strategic relationships with us. If we
lose existing strategic relationships or are unable to enter into new strategic
relationships as needed, our business could be seriously harmed.

Our business may suffer if we cannot protect our intellectual property.
----------------------------------------------------------------------

       We regard our trade secrets, proprietary information and other
intellectual property as critical to our success. The unauthorized use of our
intellectual property by third parties might damage our competitive position. It
may be possible for third parties to obtain and use our intellectual property
without our authorization, since existing trade secret, trademark and copyright
laws afford us only limited protection. Policing unauthorized use of our
technologies and other intellectual property is difficult. To date, we have not
filed for patent, copyright or trademark protection of our products in any
jurisdiction.

       In the future, we may receive notices from third parties claiming
infringement by our products of third-party patent or other intellectual
property rights. Responding to any such claim, regardless of its merit, could be
time-consuming, result in significant costs, divert management's attention and
resources and cause us to incur significant expenses. In the event there is a
temporary or permanent injunction entered or a third party establishes a
successful claim of infringement against us, our business, results of operations
or financial condition could be materially adversely impacted. If such claims
are asserted against us, we may seek to obtain a license to use such
intellectual property rights. There can be no assurance that a license would be
available on commercially reasonable terms or at all.

We may be unable to keep pace with rapid industry changes.
---------------------------------------------------------

       The markets in which we compete are characterized by rapid technological
change, frequent new product introductions and evolving industry standards.
Customer preferences are difficult to predict and there is no assurance that our
products and services will receive customer acceptance. If we fail to keep pace
with the rapid industry changes or to effectively manage the introduction of new
products and services, our business and reputation could be adversely impacted.

We may be unable to retain our senior management and other key personnel.
------------------------------------------------------------------------

       Our future success depends, in significant part, upon the continuing
service and performance of our senior management and other key personnel. We do
not maintain key-person life insurance on senior management or any of our key
personnel. If we lose the services of any of these individuals, including, but
not limited to, Robert Genesi, Larry Gluck, John Genesi or Gary Mendelsohn, our
ability to effectively deliver services to our clients and manage our business
effectively could be materially impaired.

                                       7
<PAGE>

There is significant competition in our industry for highly skilled employees
-----------------------------------------------------------------------------
and our failure to attract and retain technical personnel would adversely affect
--------------------------------------------------------------------------------
our business.
------------

       We may not be able to successfully attract or retain highly skilled
employees. The computer and data storage industries are characterized by a high
level of employee mobility, and the market for highly qualified individuals in
software development and other computer-related fields is extremely competitive.
This competition means there are fewer highly qualified employees available to
hire and the costs of hiring and retaining these individuals are high. Even if
we are able to hire these individuals, we may be unable to retain them.
Additionally, there is increasing pressure to provide technical employees with
stock options and other equity interests, which may dilute our earnings per
share. If we are unable to hire or retain qualified employees, our business
would be adversely impacted.

Our stock price is volatile and there is a limited market for our shares.
------------------------------------------------------------------------

       The stock markets generally have experienced, and will probably continue
to experience, extreme price and volume fluctuations that have affected the
market price of the shares of many small capital companies. These fluctuations
have often been unrelated to the operating results of such companies. Factors
that may affect the volatility of our stock price include the following:

O   our success, or lack of success, in developing and marketing our products
    and services;

O   the announcement of new products, services, or technological innovations by
    us or our competitors;

O   quarterly fluctuations of our operating results;

O   changes in revenue or earning estimates by the investment community; and

O   competition.

       In addition, broad market fluctuations, as well as general economic and
political conditions, may decrease the market price of our common stock in any
market that develops. Based on the factors described above, recent trends should
not be considered reliable indicators of our future stock prices or financial
results. Additionally, there is a limited market for our common stock on the
Over The Counter Bulletin Board and we cannot assure you that such a market will
continue to develop or be maintained.

Our operating results may vary from quarter to quarter as a result of a variety
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of factors beyond our control.
-----------------------------

       Our revenues and operating results are subject to significant variation
from quarter-to-quarter as a result of a number of factors, including, but not
limited to, the mix, size and timing of client engagements commenced and
completed during a quarter and the timing of capital expenditures. A high
percentage of the expenses relating to our business are relatively fixed, and as
a result, a variation in the number of engagements or the timing of the
initiation or the completion of such engagements, particularly at or near the
end of any quarter, can cause significant variations in operating results from
quarter-to-quarter and could result in losses or deferrals of revenues.
Additionally, the demand for our services is significantly affected by the
general level of economic activity. When economic activity slows, clients may
delay or cancel plans that involve the purchase of our products and services. We
are unable to predict the level of economic activity at any particular time, and
fluctuations in the general economy could seriously harm our business.

You should not expect the payment of dividends by us.
----------------------------------------------------

       We do not expect to pay dividends on our common stock in the foreseeable
future. Future dividends, if any, will depend upon our earnings. Investors who
will need cash dividends from their investment should not purchase our common
stock.

                                       8
<PAGE>

You may experience significant dilution.
----------------------------------------

       We anticipate that we will need to raise significant capital to fund our
business. In addition, we anticipate that we may issue a significant number of
shares or the rights to acquire shares as a part of our strategy. In either
event, current shareholders may experience significant dilution and our earnings
per share may decrease.

We are controlled by a limited number of persons.
------------------------------------------------

       A limited number of persons and their affiliates, including current and
past management, own over 75% of our outstanding voting stock. Accordingly,
these stockholders, if acting together, would be able to significantly influence
all matters requiring approval by stockholders, including the election of
directors and the approval of mergers or other business combinations. These
actions could adversely affect the market price of our common stock and impact
the value of our stockholder's investments.

Available Information
---------------------

       The company files annual reports on Form 10-KSB, quarterly reports on
Form 10-QSB, current reports on Form 8-K, and proxy and information statements
and amendments to reports filed or furnished pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended. The public may read
and copy these materials at the SEC's Public Reference Room at 450 Fifth Street,
NW, Washington, D.C. 20549. The public may obtain information on the operation
of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a website (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding the Company and other
companies that file materials with the SEC electronically. You may also obtain
copies of reports filed with the SEC, free of charge, on our website at
http://www.gtdatacorp.com. The Company's headquarters are located at 625 Cochran
Street, Simi Valley, CA 93063. The Company's phone number at that address is
805-582-3600 and the Company's e-mail address is http://www.tsli.com.

ITEM 2.  DESCRIPTION OF PROPERTY.

       GTDATA Corporation does not currently own any real property. Through our
wholly owned subsidiary, TSLi, we lease approximately 50,000 square feet in Simi
Valley, California, at approximately $33,000 per month. We maintain our
headquarters at this location and our service and repair division, TSLi, also
operates from this location. The Simi Valley facility is under a non-cancelable
operating lease that expires in October 2007.

ITEM 3.  LEGAL PROCEEDINGS.

       The Company may, from time to time, be involved in various claims,
lawsuits or disputes with third parties, actions including discrimination or
breach of contract or actions incidental to the operations of its business.
Other than as set forth below, the Company is not currently involved in any such
litigation which it believes could have a material adverse affect on its
financial condition or results of operations.

       In September 2002, the Company received a demand for arbitration
regarding the repayment of a promissory note. While the Company is willing to
arbitrate the claim, it believes that as of December 2, 2002, it has reached a
tentative agreement regarding the $98,000 loaned to the Company in September
1996 (see Item 12). As of this filing, the agreement has not yet been finalized,
but the Company has honored the terms of the tentative agreement. The Company
hopes to have the agreement finalized before an arbitration hearing is
scheduled.

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

None.

                                       9
<PAGE>
                                     Part II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

       Our common stock is quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. under the symbol "GTDT" (formerly
"GTDA"). There is presently no established trading market for our common stock.
The following table reflects the high and low closing price information during
the quarter for our common stock as quoted on the OTC Bulletin Board for our
last two fiscal years ended December 31, 2001 and December 31, 2002. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.

       Quarter Ended                 High Bid           Low Bid
       -------------                 --------           -------

       March 31, 2001 (1)            $15.00             $6.26
       June 30, 2001                 $11.26             $2.40
       September 31, 2001            $5.80              $2.40
       December 31, 2001             $6.00              $1.80
       March 31, 2002                $7.00              $1.40
       June 30, 2002                 $7.00              $1.60
       September 31, 2002            $2.20              $0.40
       December 31, 2002 (2)         $1.60              $0.40

(1)  There was a 1 for 2 reverse stock split effective March 20, 2001.

(2)  There was a 1 for 20 reverse stock split effective February 17, 2003.

       All references throughout this Annual Report on Form 10-KSB to the number
of shares, per share amounts, stock options and market prices of the Company's
common stock have been restated to reflect these stock splits.

       As of March 28, 2003, we had approximately 577 stockholders of record.
This figure does not include beneficial owners or common stock held in nominee
or street name, as we cannot accurately estimate the number of these beneficial
owners.

       As of April 3, 2003, the last sales price per share of the Company's
common stock, as reported on the Over the Counter Bulletin Board was $0.07.

Dividends
---------

       We have not declared or paid any cash dividends with respect to our
common stock, and we do not intend to declare or pay any cash dividends in the
foreseeable future. There are no material restrictions limiting, or that are
likely to limit, our ability to pay dividends on our common stock.

       Until the Company's shares qualify for inclusion in the NASDAQ system,
the public trading, if any, or the Company's common stock will be on the OTC
Bulletin Board. As a result, an investor may find it more difficult to dispose
of, or to obtain accurate quotations as to the price of, the common stock
offered. The Company's common stock is subject to provisions of Section 15(g)
and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), commonly referred to as the "penny stock rule." Section 15(g) sets forth
certain requirements for transactions in penny stocks, and Rule 15g-9(d)
incorporates the definition of "penny stock" that is found in Rule 3a51-1 of the
Exchange Act. The SEC generally defines "penny stock" to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. If the Company's common stock is deemed to be a penny stock, trading
in the shares will be subject to additional sales practice requirements on
broker dealers who sell penny stock to persons other than established customers
and accredited investors. "Accredited investors" are persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse. For a transactions covered by these rules, broker-dealers
must make a special suitability determination for the purchase of such security
and must have the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document, prepared by the SEC, relating to the penny stock
market. A broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities. Finally, monthly statements, must be sent disclosing recent price
information for the penny stocks held in an account and information on the
limited market in penny stocks. Consequently, these rules may restrict the
ability of broker-dealer to trade and/or maintain a market in the Company's
common stock and may affect the ability of the Company's shareholders to sell
their shares.

                                       10
<PAGE>

Equity Compensation Plans Information
-------------------------------------

       The following table sets forth certain information regarding the
Company's equity compensation plans as of December 31, 2002.

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


Plan Category                        Number of securities to    Weighted-average         Number of remaining
                                     be issued upon exercise    exercise price of        securities available for
                                     of outstanding options,    outstanding options,     future issuance under equity
                                     warrants, and rights       warrants, and rights     compensation plans
                                                                                         (excluding securities
                                                                                         reflected in column (a))
------------------------------------------------------------------------------------------------------------------------

Equity compensation plans                    161,442                     $2.56                     48,139,391
  approved by security holders

Equity compensation plans                     31,225                    $10.48                      n/a
  not approved by security holders

------------------------------------------------------------------------------------------------------------------------
                                             192,667                     $3.84                     48,139,391

</TABLE>


Recent Sales of Unregistered Securities
---------------------------------------

       In December 2002, the Company issued 58,333 shares of its common stock,
on a post-split basis, to General Pacific Partners (GPP) as payment for
professional services valued at $35,000. On a post-split basis, the conversion
price was $0.60 per share.

       In November 2002, the Company issued 287,500 shares of its common stock,
on a post-split basis, to General Pacific Partners as payment for professional
services valued at $115,000. On a post-split basis, the conversion price was
$0.40 per share.

       In November 2002, the Company issued 100,000 shares of its common stock
to a third party investor in exchange for that party converting a $40,000 loan
made to the Company. On a post-split basis, the conversion price was $0.40 per
share.

       In November 2002, the Company issued 17,500 shares of its common stock,
on a post-split basis, at a price of $0.40 per share, or $7,000 in the
aggregate. These were funds raised as part of the Company's Regulation D
offering.

       In November 2002, the Company issued 124,500 shares of its common stock,
on a post-split basis, to a Finder of convertible debt. On a post-split basis,
the conversion price was $0.40 per share.

       In October 2002, the Company issued 50,000 shares of its common stock, on
a post-split basis, to a related party in exchange for that party converting a
$20,000 loan made to the Company into the Company's common stock. On a
post-split basis, the conversion price was $0.40 per share.

       In October 2002, the Company issued 68,750 shares of its common stock, on
a post-split basis, at a price of $0.40 per share, or $27,500 in the aggregate.
These were funds raised as part of the Company's Regulation D offering.

       In September 2002, the Company issued 937,500 shares of its common stock,
on a post-split basis, to a third party investor in exchange for that party
converting a $375,000 loan made to the Company into the Company's common stock.
On a post-split basis, the conversion price was $0.40 per share.

                                       11
<PAGE>

       In September 2002, the Company issued 750,000 shares of its common stock,
on a post-split basis, to a Founder of the Company in exchange for the Founder
converting a $300,000 loan made to the Company into the Company's common stock.
On a post-split basis, the conversion price was $0.40 per share.

       In September 2002, the Company issued 175,000 shares of its common stock,
on a post-split basis, to a Founder of the Company in exchange for the Founder
converting a $70,000 loan made to the Company into the Company's common stock.
On a post-split basis, the conversion price was $0.40 per share.

       In June 2002, the Company issued 31,500 shares of its common stock, on a
post-split basis, to certain shareholders in connection with the Company's
reverse merger with World Internetworks, Inc. in April 2001. The shares
represent additional shares for the fractional shares which resulted from the
merger and the resulting reverse stock split. The Company did not value the
shares as they were a result of the stock exchange between the companies.

       In June 2002, the Company issued 32,500 shares of its common stock, on a
post-split basis, to the former CEO of World Internetworks as payment for
consulting services. The former CEO was originally granted options with a
non-cash exercise clause, which were measured on the grant dates using the
variable method of accounting as required by SFAS No. 123, with a resulting
value of $90,000. The options were exercised utilizing the non-cash exercise
feature, resulting in the Company issuing the above mentioned 32,500 shares of
its common stock.

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

Overview
--------

       This report on Form 10-KSB contains, in addition to historical
information, forward-looking statements that involve substantial risks and
uncertainties. Our actual results could differ materially from the results
anticipated by us and discussed in the forward-looking statements. Factors that
could cause or contribute to such differences are discussed in the section
entitled "factors affecting future operating results" and under the section
entitled "certain factors expected to impact operating results."

       GTDATA Corporation (the "Company" or "GTDATA") is a Nevada based
corporation that operates its wholly owned subsidiaries, Technical Services &
Logistics, Inc. (TSLi) and GTDATA Delaware (GTDATA Delaware is merely a legal
entity; it has no assets or operations of any nature). TSLi was acquired on
February 28, 2000 and specializes in the repair and remarketing of mass storage
products such as hard drives, tape drives, tape libraries, CD Roms, and optical
drives. TSLi also provides logistics support for its customers through its
Vendor Managed Inventory (VMI) programs that deliver refurbished, working drives
to the customer within 24 hours. TSLi's primary customers are the major OEMs,
although TSLi also provides its products and services to other, smaller
companies.

       On January 13, 2003, the Company terminated 7 employees, including Robert
Mullaney, Executive Vice President of Sales at GTDATA and President of TSLi, as
part of a corporate restructuring. On January 23, 2003, the Company received a
letter from the attorney representing Mr. Mullaney, threatening legal action if
a severance agreement could not be negotiated by February 10, 2003. The Company
originally attempted to negotiate a settlement, but has since decided not to
pursue a settlement. On March 31, 2003, the Company received a Notice of Claim
and Conference from the Labor Commissioner of the State of California regarding
a claim for unpaid commissions totaling $20,000. A hearing to discuss this
matter has been set for Tuesday, May 27, 2003. In January 2003, the Company took
a $90,000 charge to cover any potential liability arising from Mr. Mullaney's
termination.

On February 28, 2003, the Company layed-off an additional seven (7) employees
and implemented a 15% pay reduction for all employees as part of an aggressive
cost-cutting measure. The 15% pay reductions were to be effective the week
beginning March 3, 2003.

                                       12
<PAGE>

Revenue
-------

       Revenue in fiscal year 2002 was $9,715,456, an increase of 667,247, or
7.4%, from the $9,048,209 in fiscal year 2001. The revenue mix in fiscal year
2002 was $6,785,603 (69.8%) from repair services and $2,929,853 (30.2%) from
resale activities. In fiscal year 2001, $6,116,589 (67.6%) in revenue was
generated by repair services, while $2,931,620 (32.4%) came from resale
activities.

       Five (5) customers accounted for 77.9% ($7,569,215) of total revenue in
fiscal year 2002, while five (5) customers accounted for 50.6% ($4,578,394) of
revenue in fiscal year 2001. TSLi's "core" customers, who are major OEMs,
accounted for 66.7% ($6,483,411) of fiscal year 2002 revenue compared to 43.5%
($3,935,970) of fiscal year 2001 revenue. Our largest customer, who's one of our
core customers, accounted for 31.2% ($3,026,070) of fiscal year 2002 revenue
compared to 18.4% ($1,664,870) in fiscal year 2001.

       For fiscal 2002, the increase in revenue on a year-to year basis was due
to increased volume from our largest customer, who increased its business with
the Company by $1,361,200, or 45%.

Gross Profit
------------

       Fiscal year 2002 gross profit was $3,323,990 versus $3,618,849 in fiscal
year 2001, a decrease of $294,859, or 8.1%. Gross profit in fiscal 2002 was
adversely affected by a $150,000 charge taken to cover missing component
inventory owned by a customer and stored at TSLi's facility. The inventory
shortage was discovered by the customer during their internal audit, and the
Company believes, but cannot prove, that the missing component parts were
stolen. Fiscal year 2002 gross profit was also adversely affected by the
scrapping of hard disk drives that the Company had purchased earlier in the year
for its resale activities. The Company took a charge of approximately $100,000
in relation to the scrapping of these drives, with management opting not to
apply the charge against the Company's $300,000 inventory reserve. Higher costs
for both labor and material also had an adverse affect on fiscal 2002 gross
profit.

       Gross profit for fiscal year 2002 was 34% of revenue, while gross profit
in fiscal year 2001 was 40% of revenue. Factoring out approximately $250,000 of
above mentioned charges, gross profit for fiscal 2002 would have been almost 37%
of revenue.

Operating Expenses
------------------

       Operating expenses for fiscal year 2002 were $3,920,446 compared to
$4,794,243 in fiscal year 2001, a decrease of $873,797, or 18.2%.

       The primary reasons for the decrease in operating expenses, on a
year-to-year basis, is that in fiscal 2001 the Company took the following
charges that did not recur in fiscal 2002: (1) the amortization/impairment of
$499,000 of goodwill in relation to the acquisition of TSLi; (2) the recording
of approximately $100,000 in expenses relating to its sale of the internet
operations of WINS; and (3) the recording of $75,000 for warrants issued to a
third party. In addition, operating expenses were reduced by approximately
$67,000 by lower employee compensation at TSLi and by an additional $50,000
resulting from one-half of the salary of the Chief Operating Officer being
allocated to cost of sales. These savings were partially offset by an increase
of approximately $152,000 in legal and professional fees and approximately
$157,000 in bad debt charges relating to the write-off of a loan to Trace Affex.
During fiscal 2002, the Company incurred fees of approximately $307,000 in
relation to its Private Placement and $90,000 for the issuance of options for a
consulting agreement. Factoring out these PPM related charges, operating
expenses would have been $3,523,446, a decrease of $1,270,797, or 26.5%, from
fiscal 2001.

Loss from Operations
--------------------

       The Company's loss from operations in fiscal year 2002 was $596,456, a
decrease of $578,938, or 49.3%, from the $1,175,394 operating loss in fiscal
year 2001.

       The loss from operations improved significantly this year because the
Company had the following non-recurring charges in fiscal 2001: (1) the
amortization/impairment of $499,000 of goodwill, in relation to the acquisition
of TSLi; (2) the recording of approximately $100,000 in expenses relating to its
sale of the internet operations of WINS; and (3) the recording of $75,000 for

                                       13
<PAGE>

warrants issued to a third party. As previously mentioned, the savings from
these non-recurring charges were partially offset by an increase of
approximately $152,000 in legal and professional fees and approximately $157,000
in bad debt charges relating to the write-off of a loan to Trace Affex. For
fiscal year 2002, the Company's operating loss included the following
non-recurring charges: (1) $307,000 in fees relating to the PPM, (2) the
$157,000 charge to write-off the Trace Affex loan; (3) the $150,000 charge for
missing, customer-owned, inventory; and (4) the $90,000 in fees for a consulting
agreement with the former CEO of WINS. Excluding these charges, the Company
would have had income from operations of $107,544, an increase of $1,282,938
from last year's operating loss of $1,175,394.

Earnings Before Interest, Taxes, Depreciation, Amortization, and Impairment
---------------------------------------------------------------------------

       Loss before interest, taxes, depreciation, amortization, and impairment
("EBITDA") in fiscal year 2002 was ($231,706) versus EBITDA of ($500,157) in
fiscal year 2001

       Depreciation expense in fiscal year 2002 was $85,408 versus $176,507 in
fiscal year 2001, and the amortization of goodwill totaled $35,208 in fiscal
2001 and zero in fiscal 2002.

Other Income and Expense
------------------------

       Other income for fiscal 2002 totaled $436,978, all of which was the
result of Robert Genesi, the Chairman and CEO of GTDATA, forgiving back wages
that had been accrued, but unpaid, since October 1999. There was no other income
to report in fiscal 2001.

       Other expense for fiscal 2002 totaled $157,636, which was the result of
the Company writing-off its $150,000 note receivable from Trace Affex. The
charge includes the $150,000 principal in addition to the $7,636 of accrued, but
unpaid, interest receivable as of December 31, 2001. There was no other expense
in fiscal 2001.

Net Interest Expense
--------------------

       Net interest expense for fiscal year 2002 was $187,008, an increase of
$75,531, or 67.8%, from the net interest expense of $111,477 in fiscal year
2001. Net interest expense increased due to a larger debt load in fiscal 2002 as
compared to fiscal 2001. In fiscal 2002, the Company had an interest bearing
credit line for a full twelve (12) months, while in fiscal 2001 the Company
operated for approximately six (6) months without a credit line. In addition,
during fiscal 2002 the Company had approximately nine (9) months of interest
expense on the $375,000 convertible note versus six (6) months in 2001,
approximately nine (9) months of interest expense on a $90,000 note payable to a
related party versus two (2) months in fiscal 2001, and six (6) months of
interest expense on a six (6) month, $60,000 note payable that originated in
April 2002.

       The following is a summary of the net interest expense for fiscal year
2002 and 2001:

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


                                                                      2002         2001
                                                                    ---------   ---------

Interest Income on Subscriptions Receivable                        $  -0-         22,805
Interest Income from Note Receivable - Trace Affex                    -0-          7,636
Other Interest Income                                                 -0-          1,007
                                                                    ---------   ---------
       Total Interest Income                                          -0-         31,448

Interest Expense - Notes Payable to Financial Institutions           81,551       52,789
Interest Expense - Notes Payable to Related Parties                  61,640       55,979
Interest Expense - Convertible Note Payable                          28,242       19,545
Other Interest Expense                                               15,575       14,612
                                                                    ---------   ---------
       Total Interest Expense                                        187,008     142,925

Net Interest Expense                                               $ 187,008   $ 111,477
                                                                    =========   =========

</TABLE>


                                       14
<PAGE>

Assets and Liabilities
----------------------

       Cash as of December 31, 2002 was $247,541, an increase of $70,224, or
39.6%, from the cash balance of $177,317 at December 31, 2001. The Company
borrowed approximately $130,000 via short-term notes from its primary lender,
raised $34,500 from its Private Placement, and secured an additional $40,000
through a convertible note payable. Approximately $110,000 of the borrowings
were in December 2002, so excluding these borrowings, cash actually decreased
$39,776, or 22.4%, to $137,541 as of year-end 2002. Of the $130,000 borrowed
from our primary lender, $60,000 was repaid in full as of December 31, 2002.
During fiscal 2002, the Company's net borrowings on the credit line were
$46,889, and net payments on debt obligations totaled $157,235. An additional
$32,000 was used as a security deposit on the Company's headquarters, which was
required under the new lease that was signed in February 2002. Other factors
affecting cash were related to normal business operations, such as paying
vendors, buying inventory, and cash collections.

       Net accounts receivable decreased $236,477 to $1,130,368, a decrease of
17.3% from the $1,366,845 as of December 31, 2001. Tighter, more efficient, cash
collection procedures and the use of more cash-on-delivery (COD) terms resulted
in accounts receivable dropping by 17% even though sales increased by over 7% on
a year-to-year basis. Allowance for doubtful accounts was approximately $147,000
as of year-end 2002 versus $200,000 at year-end 2001. The Company reviewed its
accounts receivable at year-end and is satisfied that it has sufficient reserves
to cover potential problem accounts. Overall, the Company regards its accounts
receivable to be of high quality as most of the receivables are to major OEMs.

       Net inventories were $1,079,596 at year-end 2002, a decrease of $82,242,
or 7.1%, from $1,161,838 at December 31, 2001. The decrease is attributable to
normal business operations, as the Company is constantly buying and selling
inventory for its resale operations and Vendor Managed Inventory (VMI) programs.

       The following is a summary of net inventories as of December 31, 2002 and
2001:

                                          2002               2001
                                      ------------       ------------
         Raw Materials                $   156,256        $   104,228
         Work in Process                  196,151            346,853
         Finished Goods                 1,027,189          1,010,757
         Inventory Reserve               (300,000)          (300,000)
                                      ------------       ------------
            Net Inventories           $ 1,079,596        $ 1,161,838
                                      ============       ============

       Property and equipment, net of depreciation, was $82,000 at December 31,
2002, a decrease of $46,665, or 36.3%, from the $128,665 at year-end 2001.
Depreciation and amortization expense for fiscal year 2002 was $85,408 and
capital purchases were $38,743.

       Accounts payable and accrued liabilities totaled $1,767,279 as of
December 31, 2002, an increase of $93,468, or 5.6%, from the $1,673,811 at
December 31, 2001. Legal and professional fees owed increased from $197,301 as
of December 31, 2001 to $349,035 as of year-end 2002, an increase of $151,734,
or 77%. Also included in the accrued liabilities at year-end 2002 is the
$150,000 reserve for missing, customer-owned, inventory that was stored at TSLi.
Excluding the $150,000 inventory accrual, accounts payable and accrued
liabilities at year-end 2002 would have been $1,617,279, a decrease of $56,532,
or 3.4%. Interest payable, which was $138,333 at December 31, 2001, increased
$62,862, or 45.4%, to $201,195 as of year-end 2002. Of the $201,195 of interest
payable, approximately $184,000, or 91.5%, of that amount is owed to related
parties. Included in the $1,767,279 is $230,339 of accrued liabilities for TSLi
UK, a former subsidiary of TSLi US that was closed at year-end 1999 due to a
lack of profitability.

       Accrued payroll was $234,528 at year-end 2002, a decrease of $354,354, or
60.2%, from the $588,882 as of December 31, 2001. The significant reduction in
accrued payroll is attributable to Robert Genesi, the Company's Chairman and
CEO, forgiving his accrued back wages, which totaled $436,978 (including payroll
tax liabilities) as of year-end 2002. Offsetting the $436,978 was an increase of
$42,570 in accrued payroll at TSLi. The $234,528 of accrued wages at year-end
2002 is from TSLi, and consist of accrued wages, vacation and sick pay, and
payroll taxes. As of December 31, 2002, GTDATA did not have any accrued payroll
other than that of its wholly-owned subsidiary, TSLi.

                                       15
<PAGE>


       Notes payable and other debt totaled $1,143,743 at year-end 2002, a
decrease of $784,580, or 40.7%, from the $1,928,323 as of December 31, 2001.
During fiscal 2002, certain debt-holders agreed to convert $772,000 owed to them
into shares of the Company's common stock. In addition, the Company had net
payments on the term notes with its lender totaling $25,100, repaid a $62,135
note to a third party, and repaid $12,000 of a $98,000 note payable to a related
party. These debt payments were partially offset by net borrowings of $46,889 on
its credit line. The following is a comparison of significant debt obligations
as of December 31, 2002 and 2001:


                                           2002               2001
                                       -----------        -----------
  Credit Line                          $  704,077         $  657,188
  Term Note to Lender                     110,900            136,000
  Notes Payable to Company Founders          --              470,000
  Convertible Note Payable                   --              375,000
  Note Payable to Related Parties         328,766            228,000
  Other Note Payable                         --               62,135
                                       -----------        -----------
                                       $1,143,743         $1,928,323
                                       ===========        ===========

Stockholders' Deficit
---------------------

       Stockholders' deficit as of December 31, 2002 was $476,385 compared to
stockholders' deficit of $1,101,563 on December 31, 2001, an increase of
$625,178. During fiscal year 2002, the Company sold 86,250 shares of common
stock for cash proceeds of $34,500, issued 32,500 shares of common stock upon
the exercise of stock options issued for consulting fees valued at $90,000, and
issued 2,482,833 shares in connection with the convertible debt. The above share
amounts have been adjusted for the Company's 1 for 20 reverse stock split that
was effective February 17, 2003.


Stockholders' Equity at December 31, 2001                         ($1,101,563)
   Net Loss - fiscal year 2002                                       (504,122)
   Cash Proceeds from Sale of common stock                             34,500
   Value of shares issued in connection with convertible debt       1,004,800
   Value of options issued for consulting agreement                    90,000
                                                                  ------------
            Stockholders' deficit as of December 31, 2002           ($476,385)
                                                                  ============


Liquidity and Capital Resources
-------------------------------

       At December 31, 2002, the Company had $2,669,165 in total assets,
including $247,541 in cash, $1,130,368 in accounts receivable, $1,079,596 in
inventories, and net fixed assets of $82,000. Net accounts receivable decreased
$236,477, or 17.3%, from the $1,366,845 as of December 31, 2001. Tighter, more
efficient, cash collection procedures and the use of more cash-on-delivery (COD)
terms resulted in a decrease of accounts receivable even though sales increased
by over 7% on a year-to-year basis. Net inventories decreased $82,242, or 7.1%,
from the $1,161,838 at December 31, 2001. The decrease is attributable to normal
business operations, as the Company is constantly buying and selling inventory
for its resale operations and Vendor Managed Inventory (VMI) programs. Net fixed
assets decreased $46,665, or 36.3%, from the $128,665 at year-end 2001. Capital
purchases totaled $38,743 during fiscal 2002, with the majority of these
purchases being to upgrade computer hardware and software. The Company is
constantly striving to upgrade its technologies, but realizes that cash
constraints limit what can be accomplished in this regard.

       The accounts receivable are considered by management to have a high
probability of collection, as a majority of the receivables are from large OEMs.
As of year-end 2002, net receivables totaled $1,130,368, of which approximately
$955,000, or 84.5%, was owed by major OEMs. Inventories consist primarily of
hard drives and tapes drives and are very marketable, although by nature their
value tends to decrease over time as newer, more advanced products are brought
to market. As a result, the Company carries a $300,000 inventory reserve to help
minimize inventory obsolescence. Fixed assets consist primarily of computers,
office furniture and equipment, software, and test equipment.

                                       16
<PAGE>

       At year-end 2002, the Company had negative working capital of $664,634
and a current ratio of .79 as compared to negative working capital of $1,253,974
and a current ratio of .70 as of December 31, 2001.

       Also at December 31, 2002, total liabilities were $3,145,550, including
accounts payable and accrued liabilities (less interest payable) of $1,566,084,
interest payable of $201,195 (of which approximately $184,000 is owed to related
parties), accrued payroll of $234,528, notes payable to related parties of
$328,766, notes payable to our lender of $110,900, and a credit line balance of
$704,077. Included in the accounts payable at year-end 2002 is approximately
$20,000 owed to the local utility company, which is the remaining balance due on
a $110,000 bill that the Company received in July 2001 (the local utility
company had not invoiced TSLi for electricity for the first two (2) years that
TSLi was in its current building). In July 2001, the Company reached an
agreement whereby the Company would pay $5,000 per month until the bill was paid
in full. As of this filing, the Company has two (2) payments left totaling
approximately $9,500. Notes payable to related parties include $40,000 owed to
Robert Genesi, the Company's Chairman and CEO, $20,000 owed to a company
controlled by Mr. Genesi, $182,766 owed to Anthony Giraudo, a founder of the
Company, and $86,000 owed to an employee of TSLi. The term notes to our lender
mature in July 2003 and November 2003, with the current weekly payment set at
$3,000 and reducing to $1,500 per week at the end of July 2003. In regard to the
$86,000 note payable to an employee, the Company has agreed to pay this
individual $1,000 per week until the principal balance has been repaid in full.
In regard to the accrued interest on this note, which totaled approximately
$52,000 at December 31, 2002, there is a tentative agreement in place where this
individual will convert the majority of the accrued interest owed to him into
the Company's common stock. At December 31,2002, the Company owed $704,077 on
its $1,500,000 credit line, and had borrowing availability of approximately
$7,000.

       During the year ended December 31, 2002, cash provided by operations was
$86,813, while net cash generated in the period was $70,224. The Company's
positive cash flow from operations resulted primarily from the Company's ability
to improve cash collections, reduce inventories, and delay payment to vendors.
Cash from accounts receivable was $236,477, cash from inventories was $82,242,
and cash from accounts payable and accrued liabilities was $276,234. Offsetting
these amounts was the Company's net loss, which totaled $504,122 for fiscal
2002.

       Cash used for investing was $38,743, with all of it attributable to the
purchase of computer hardware and software.

       Cash from financing activities was $22,154, with $170,000 from short-term
borrowings, $46,889 net borrowings on the credit line, and $34,500 from the sale
of common stock. Offsetting these amounts were $217,235 and $12,000 of net
payments on short-term borrowings and related party debt, respectively.

       The Company had negative working capital of $664,634 and a current ratio
of .79 as of December 31, 2002. The Company expects its operations to continue
using net cash for the foreseeable future as it continues to invest in its TSLi
operations and pay down debts. Thus, the Company's success, including its
ability to fund future operations, depends largely on its ability to secure
additional funding. There can be no assurance that the Company will be able to
consummate debt or equity financing in a timely manner, on a basis favorable to
the Company, or at all.

Equity, Short-Term, and Long-Term Financing
-------------------------------------------

     On June 20, 2002 the Company  announced  that it has engaged SBI E2-Capital
Inc. ("SBI"),  the U.S. investment banking arm of Softbank Investment Corp., and
General  Pacific  Partners,  LLC  ("GPP")  to  assist  in the  execution  of the
Company's corporate finance strategies.

       The Company along with SBI and GPP prepared a Private Placement
Memorandum ("PPM") in order to raise $2,500,000 in cash through the sale of the
Company's common stock. The PPM provides for 6,250,000 shares of the Company's
common stock to be offered at $0.40 per share, less any commissions of
approximately 15%, as defined in the PPM. The offering is on a best-efforts
basis, with no minimum amount guaranteed to be raised by either SBI or GPP.

                                       17
<PAGE>

       Per the agreement, the Company was to pay Softbank Investment Corp.
$50,000 for the fairness opinion in relation to the PPM and entered into a
twelve month consulting agreement with GPP at a cost of $15,000 per month. GPP
was to work with the Company's management to promote the Company's stock and
provide investor relations services. In addition, upon completion of the PPM,
the agreement would have required the Company to grant warrants to purchase
50,000 shares of the Company's common stock at $0.20 per share to GPP (On
October 31, 2002, the Company canceled the warrant agreement and no warrants had
been issued).

       During the year ended December 31, 2002, the Company accrued $160,000 of
consulting fees relating to its agreement with GPP, which the Company recorded
in general and administrative expenses, as the PPM was deemed to be unsuccessful
by management. In November 2002, GPP agreed to convert $115,000 of their accrued
fees into 287,500 common shares of the Company at $0.40 per share (estimated by
the Company to be the fair market value based on the closing market price on the
date of conversion). In December 2002, GPP converted an additional $35,000 of
their accrued fees into 58,333 common shares of the Company at $0.60 per share
(estimated by the Company to be the fair market value based on the closing
market price on the date of conversion).

       In connection with the PPM, the Company has sold 86,250 shares of its
common stock for cash totaling $34,500 during the year ended December 31, 2002.
Subsequent to the issuance, the Company closed the PPM.

       On October 28, 2002, the Company renewed its revolving line of credit for
an additional year, and also increased the limit of the line from $1,000,000 to
$1,500,000. The terms of the credit agreement remain unchanged.

       In December 2002, the Company borrowed $70,000 from its primary lender.
Per the terms of the agreement, the loan would accrue interest at the rate of
11%, with weekly principal payments in the amount of $1,500. The first principal
payment was due, and paid, on December 27, 2002, with the last weekly principal
payment due on November 14, 2003. The accrued interest is due, and payable, on
the 10th of each month.

       The Company is actively pursuing all potential financing options as it
looks to secure additional cash to both grow and stabilize its business
operations. Management will review any financing options at its disposal, and
will judge each potential source of funds on its individual merits. There can be
no assurance that the Company will be able to secure additional funds from
equity or debt financing.

Capital Expenditures
--------------------

       The Company is not planning any significant capital purchases for fiscal
year 2003. The Company will, depending on the availability of cash, purchase new
computer systems for its production line.

Inflation
---------

       Management believes that inflation has not had a material effect on the
Company's results of operations.

Going Concern
-------------

       The Company's independent certified public accountants have stated in
their report, included in this Form 10-KSB, that the Company has negative
working capital, lack of operations history, and an accumulated deficit. These
conditions, among others, raise substantial doubt about the Company's ability to
continue as a going concern.

       The Company intends to fund operations through increased sales and debt
and equity financing arrangements which management believes may be insufficient
to fund its capital expenditures, working capital and other cash requirements
for the fiscal year ending December 31, 2003. Therefore, the Company will be
required to seek additional funds to finance its long-term operations. The
successful outcome of future activities cannot be determined at this time and
there is no assurance that if achieved, the Company will have sufficient funds
to execute its intended business plan or generate positive operating results.

                                       18
<PAGE>

Critical Accounting Policies
----------------------------

       The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make judgments, assumptions, and estimates that
affect the amounts reported in the Company's consolidated financial statements
and the accompanying notes. The amounts of assets and liabilities reported on
our balance sheet and the amounts of revenues and expenses reported for each of
our fiscal periods are affected by estimates and assumptions, which are used
for, but not limited to, the accounting for revenue recognition, accounts
receivable, doubtful accounts, and inventories. Actual results could differ from
these estimates. The following critical accounting policies are significantly
affected by judgments, assumptions, and estimates used in the preparation of the
financial statements:

       The Company grants credit to customers within the United States of
America and does not require collateral. The Company's ability to collect
receivables is affected by economic fluctuations in the geographic areas served
by the Company. Reserves for uncollectable amounts are provided, based on past
experience and a specific analysis of the accounts, which management believes
are sufficient. Although the Company expects to collect amounts due, actual
collections may differ from the estimated amounts.

       Five customers accounted for approximately 78% of total product sales for
fiscal 2002, and five customers accounted for 50% of total sales in fiscal 2001.
At December 31, 2002, three customers accounted for approximately 57% of
accounts receivable.

       Inventories are stated at the lower of standard cost or market. Cost is
determined on a weighted average basis that approximates the first-in, first-out
basis. Market is determined by comparison with recent purchases or net
realizable value.

       Such net realizable value is based on management's forecast for sales of
the Company's products or services in the ensuing years. The industry in which
the Company operates is characterized by technological advancement and change.
Should demand for the Company's products prove to be significantly less than
anticipated, the ultimate realizable value of the Company's inventories could be
substantially less than the amount shown in the accompanying consolidated
balance sheet.

       The Company records sales when goods are shipped to the customer or upon
the completion of the service. In accordance to SFAS 48, "Revenue Recognition
when Right of Return Exists," revenue is recorded net of estimates of markdowns,
price concessions and warranty costs. Such costs are based on management's
evaluation of historical experience, current industry trends, and estimated
costs.

       The Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin 101 ("SAB 101"), as amended, "Revenue Recognition," which outlines the
basic criteria that must be met to recognize revenue and provides guidance for
presentation of revenue and for disclosures related to revenue recognition
policies in financial statements filed with the SEC. Management of the Company
believes that its revenue recognition policy conforms to SAB 101.

                                       19

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS.


                      GT DATA CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


















--------------------------------------------------------------------------------
Page F-1
<PAGE>





                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




Independent Auditors' Report............................................. F-3

Consolidated Balance Sheet............................................... F-4

Consolidated Statements of Operations.................................... F-5

Consolidated Statements of Stockholders' Deficit......................... F-6

Consolidated Statements of Cash Flows.................................... F-10

Notes to Consolidated Financial Statements............................... F-12














--------------------------------------------------------------------------------
Page F-2
<PAGE>







                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
GT Data Corporation and Subsidiaries

We  have  audited  the  accompanying  consolidated  balance  sheet  of  GT  Data
Corporation and subsidiaries  (collectively,  the "Company"), as of December 31,
2002,  and the related  consolidated  statements  of  operations,  stockholders'
deficit and cash flows for each of the years in the two-year  period then ended.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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 consolidated
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall  consolidated  financial  statement  presentation.  We believe  that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of GT Data Corporation
and  Subsidiaries as of December 31, 2002, and the results of its operations and
its cash  flows for each of the years in the  two-year  period  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As discussed in Note 1, the
Company  has  negative   working  capital  of   approximately   $665,000  and  a
stockholders' deficit of approximately  $476,000 at December 31, 2002 and losses
from operations  through December 31, 2002. These factors,  among others,  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in  regard to these  matters  are  described  in Note 1. The
consolidated financial statements do not include any adjustments that may result
from the outcome of this uncertainty.




February 20, 2003
Newport Beach, California

--------------------------------------------------------------------------------
Page F-3
<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------

                                                               December 31, 2002
                                                               -----------------

                                     ASSETS

Current Assets
      Cash                                                       $    247,541
      Accounts receivable, net of allowance for doubtful
         accounts of approximately $147,000                         1,130,368
      Inventories, net of allowance for obsolescence of
         approximately $300,000                                     1,079,596
      Prepaid expenses and other current assets                        23,411
                                                                 -------------
            Total current assets                                    2,480,916

Property and Equipment, net                                            82,000

Deposits                                                              106,249
                                                                 -------------

                                                                 $  2,669,165
                                                                 =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
      Accounts payable and accrued expenses                      $  1,767,279
      Accrued payroll and related expenses                            234,528
      Line of credit                                                  704,077
      Current debt                                                    110,900
      Notes payable to related parties                                328,766
                                                                 -------------
            Total current liabilities                               3,145,550
                                                                 -------------

Commitments and Contingencies

Stockholders' Deficit
      Series A preferred stock, $0.001 par value; 1
         share authorized, issued and outstanding                           -
      Series B preferred stock, $0.001 par value;
         10,000,000 shares authorized; no shares
         issued and outstanding
                                                                            -
      Common stock, $0.001 par value; 100,000,000
         shares authorized; 3,436,209 shares
         issued and outstanding
                                                                        3,436
      Additional paid in capital                                    2,106,034
      Accumulated deficit                                          (2,585,855)
                                                                 -------------
            Total stockholders' deficit                              (476,385)
                                                                 -------------

                                                                 $  2,669,165
                                                                 =============


--------------------------------------------------------------------------------
Page F-4 See accompanying notes to these consolidated financial statements.

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

                                                2002           2001
                                            ------------   ------------

NET SALES                                   $ 9,715,456    $ 9,048,209

COST OF SALES                                 6,391,466      5,429,360
                                            ------------   ------------

GROSS PROFIT                                  3,323,990      3,618,849
                                            ------------   ------------

OPERATING EXPENSES
      Employee compensation                   2,631,814      2,748,635
      Selling, general and administrative     1,288,632      1,582,086
      Impairment of goodwill                         --        463,522
                                            ------------   ------------
                                              3,920,446      4,794,243
                                            ------------   ------------

OPERATING LOSS                                 (596,456)    (1,175,394)

OTHER INCOME (EXPENSES)
      Other income                              436,978             --
      Other expense                            (157,636)            --
      Interest expense, net                    (187,008)      (111,477)
                                            ------------   ------------

LOSS BEFORE PROVISION FOR INCOME TAXES
                                               (504,122)    (1,286,871)

PROVISION FOR INCOME TAXES                           --          1,600
                                            ------------   ------------

NET LOSS                                    $  (504,122)   $(1,288,471)
                                            ============   ============

BASIC AND DILUTED NET LOSS AVAILABLE TO
   COMMON STOCKHOLDERS PER COMMON SHARE

                                            $     (0.32)   $     (1.67)
                                            ============   ============

BASIC AND DILUTED WEIGHTED AVERAGE
   COMMON SHARES OUTSTANDING

                                              1,567,646        770,979
                                            ============   ============



--------------------------------------------------------------------------------
Page F-5 See accompanying notes to these consolidated financial statements.

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
      For Each of the Years in the Two-Year Period Ended December 31, 2002
--------------------------------------------------------------------------------

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


                                                  Preferred A             Preferred B             Common Stock
                                          -----------------------   -----------------------   -----------------------
                                            Shares       Amount       Shares       Amount       Shares       Amount
                                          ----------   ----------   ----------   ----------   ----------   ----------

BALANCE - January 1, 2001                         1    $       -       72,850           73      668,767          669
Issuance of Series B Preferred
    Stock for cash, net of
    commissions paid of $6,093                    -            -        1,100            1            -            -
Shares surrendered in
    connection with the merger
    with WINS                                     -            -            -            -     (358,297)        (358)
Conversion of Series B
    Preferred Stock into
    common stock                                  -            -      (73,950)         (74)      73,950           74
Common stock issued in
    connection with the merger
    with WINS                                     -            -            -            -      392,706          392
Restricted common stock issued
    for cash, net of commissions
    paid of $17,320                               -            -            -            -       26,000           26
Interest earned on subscriptions
    receivable                                    -            -            -            -            -            -
Estimated fair market value of
    options granted for license                   -            -            -            -            -            -
Estimated fair market value of
    warrants granted in
    connection with debt                          -            -            -            -            -            -
Net loss                                          -            -            -            -            -            -
                                          ---------------------------------------------------------------------------
BALANCE - December 31, 2001                       1            -            -            -      803,126          803


---------------------------------------------------------------------------------------------------------------------
Page F-6 See accompanying notes to these consolidated financial statements.

<PAGE>

---------------------------------------------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
      For Each of the Years in the Two-Year Period Ended December 31, 2002
---------------------------------------------------------------------------------------------------------------------
                                                                                                Total
                                          Additional        Subscriptions     Accumulated       Stockholders'
                                          Paid-in Capital   Receivable        Deficit           Equity (Deficit)
                                          ---------------   ---------------   ---------------   ----------------

BALANCE - January 1, 2001                      1,121,472          (325,783)         (793,262)             3,169
Issuance of Series B Preferred
    Stock for cash, net of
    commissions paid of $6,093                     4,906                 -                 -              4,907
Shares surrendered in
    connection with the merger
    with WINS                                        358                 -                 -                  -
Conversion of Series B
    Preferred Stock into
    common stock                                       -                 -                 -                  -
Common stock issued in
    connection with the merger
    with WINS                                       (392)                -                 -                  -
Restricted common stock issued
    for cash, net of commissions
    paid of $17,320                              112,654                 -                 -            112,680
Interest earned on subscriptions
    receivable                                         -           (22,805)                -            (22,805)
Estimated fair market value of
    options granted for license                   75,000                 -                 -             75,000
Estimated fair market value of
    warrants granted in
    connection with debt                          13,957                 -                 -             13,957
Net loss                                               -                 -        (1,288,471)        (1,288,471)
                                          ---------------   ---------------   ---------------   ----------------
BALANCE - December 31, 2001                    1,327,955          (348,588)       (2,081,733)        (1,101,563)


----------------------------------------------------------------------------------------------------------------
Page F-7 See accompanying notes to these consolidated financial statements.

<PAGE>

----------------------------------------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
      For Each of the Years in the Two-Year Period Ended December 31, 2002
----------------------------------------------------------------------------------------------------------------

                                                Preferred A              Preferred B               Common Stock
                                          -----------------------   -----------------------   -----------------------
                                            Shares       Amount       Shares       Amount       Shares       Amount
                                          ----------   ----------   ----------   ----------   ----------   ----------

Shares issued to TSLi employees
    in connection with the
    merger with WINS                              -            -            -            -       31,500           31
Value of stock options issued
    and exercised                                 -            -            -            -       32,500           33
Shares issued in connection
    with conversion of notes
    payable and other liabilities                 -            -            -            -    2,358,333        2,358
Shares sold in connection with
    the private placement
    memorandum for cash                           -            -            -            -       86,250           86
Shares issued in connection
    with convertible debt                         -            -            -            -      124,500          125
Interest earned on subscriptions
    receivable                                    -            -            -            -            -            -
Reclassification of subscriptions
    receivable and interest to
    additional paid-in capital                    -            -            -            -            -            -
Net loss                                          -            -            -            -            -            -
                                          ----------   ----------   ----------   ----------   ----------   ----------
BALANCE - December 31, 2002                       1            -            -            -    3,436,209        3,436
                                          ==========   ==========   ==========   ==========   ==========   ==========


--------------------------------------------------------------------------------
Page F-8 See accompanying notes to these consolidated financial statements.

<PAGE>

----------------------------------------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
      For Each of the Years in the Two-Year Period Ended December 31, 2002
----------------------------------------------------------------------------------------------------------------

                                                                                                Total
                                          Additional        Subscriptions     Accumulated       Stockholders'
                                          Paid-in Capital   Receivable        Deficit           Equity (Deficit)
                                          ---------------   ---------------   ---------------   ----------------

Shares issued to TSLi employees
    in connection with the
    merger with WINS                                 (31)                -                 -                  -
Value of stock options issued
    and exercised                                 89,967                 -                 -             90,000
Shares issued in connection
    with conversion of notes
    payable and other liabilities                952,642                 -                 -            955,000
Shares sold in connection with
    the private placement
    memorandum                                    34,414                 -                 -             34,500
Shares issued in connection
    with convertible debt                         49,675                 -                 -             49,800
Interest earned on subscriptions
    receivable                                         -           (14,234)                -            (14,234)
Reclassification of subscriptions
    receivable and interest to
    additional paid-in capital                  (348,588)          362,822                 -             14,234
Net loss                                               -                 -          (504,122)          (504,122)
                                          ---------------   ---------------   ---------------   ----------------
BALANCE - December 31, 2002                    2,106,034                 -        (2,585,855)          (476,385)
                                          ===============   ===============   ===============   ================

----------------------------------------------------------------------------------------------------------------
Page F-9 See accompanying notes to these consolidated financial statements.

</TABLE>

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------
<TABLE>
<S>                                                         <C>               <C>


                                                                  2002            2001
                                                              -------------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                  $   (504,122)   $(1,288,471)
    Adjustments to reconcile net loss to net cash
       provided by (used in) operating activities:
          Interest income on note receivable                            --         (7,637)
          Depreciation and amortization                             85,408        211,715
          Loss on impairment of goodwill                                --        463,522
          Estimated fair market value of common stock
            issued in connection with convertible debt              49,800             --
          Estimated fair market value of options issued
            in connection with convertible debt                     90,000         75,000
          Estimated fair market value of warrants issued
            with debt                                                   --         13,957
          Interest accrued on subscription receivable                   --        (22,805)
          Allowance for doubtful accounts                          (53,000)        80,000
          Write off of note and interest receivable                157,637             --
          Changes in operating assets and liabilities:
               Accounts receivable                                 289,477       (566,538)
               Inventories                                          82,242       (307,304)
               Prepaid expenses and other assets                   (32,509)       (42,798)
               Accounts payable and accrued expenses               276,234        406,141
               Accrued payroll and related expenses               (354,354)       185,037
                                                              -------------   ------------

Net cash provided by (used in) operating activities                 86,813       (800,181)
                                                              -------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Issuance of note receivable                                         --       (150,000)
    Purchases of property and equipment                            (38,743)       (22,801)
                                                              -------------   ------------

Net cash used in investing activities                              (38,743)      (172,801)
                                                              -------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Net borrowings under line of credit                           46,889        292,008
      Principal payments on capital lease obligation                    --        (12,916)
      Borrowings on current debt and convertible notes payable     170,000        212,135
      Principal payments on current debt                          (217,235)      (295,414)
      Borrowings on convertible notes payable                           --        375,000
      Borrowings on notes payable to related parties                    --        130,000
      Principal payments on notes payable to related parties       (12,000)            --
      Proceeds from issuance of preferred stock, net                    --          4,907
      Proceeds from the issuance of common stock, net               34,500        112,680
                                                              -------------   ------------

Net cash provided by financing activities                           22,154        818,400
                                                              -------------   ------------

NET INCREASE (DECREASE) IN CASH                                     70,224       (154,582)

CASH - beginning of year                                           177,317        331,899
                                                              -------------   ------------

CASH - end of year                                            $    247,541    $   177,317
                                                              =============   ============


------------------------------------------------------------------------------------------
Page F-10 See accompanying notes to these consolidated financial statements.

</TABLE>

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION

Cash paid during the year for:

      Interest                               $    171,749    $    131,452
                                             =============   =============

      Income taxes                           $      1,600    $      1,600
                                             =============   =============

See accompanying  notes to the financial  statements for additional  information
relating to non-cash  investing and financing  activities during the years ended
December 31, 2002 and 2001.

--------------------------------------------------------------------------------
Page F-11 See accompanying notes to these consolidated financial statements.

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

GT Data  Corporation  (the  "Company") was originally  incorporated on April 14,
1998 according to the laws of Colorado. The Company was reincorporated according
to the laws of  Delaware  on February  17,  2000.  The Company is engaged in the
sale,  repair and support  service of in-warranty and  out-of-warranty  computer
peripheral  devices for a variety of large and small  brand name  manufacturers.
The Company  completed a reverse merger with a publicly  traded "shell"  company
(see Note 2) in February 2001 and trades on the Over-The-Counter  Bulletin Board
under the symbol "GTDT.OB."

Principles of Consolidation
---------------------------

The  consolidated   financial   statements  include  the  accounts  of  GT  DATA
Corporation,  GT Data  Delaware  and  Technical  Services  and  Logistics,  Inc.
("TSLI"),  wholly owned subsidiaries.  All significant intercompany accounts and
transactions have been eliminated in consolidation.

Stock Split
-----------

Effective  February 17, 2003,  the Company  authorized a 1 for 20 reverse  stock
split. All references  throughout these  consolidated  financial  statements and
notes to number of shares,  per share  amounts,  stock  options and warrants and
market   prices  of  the  Company's   common  and  preferred   stock  have  been
retroactively restated to reflect the reverse stock split.

Going Concern
-------------

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern,  which  contemplates,  among other
things,  the realization of assets and satisfaction of liabilities in the normal
course of business.  The Company has negative  working capital of  approximately
$665,000 and a  stockholders'  deficit of $476,000 at December 31, 2002,  losses
from  operations  through  December 31, 2002 and a lack of operational  history,
among other matters, which raise substantial doubt about its ability to continue
as a going concern.  The Company  intends to fund operations  through  increased
sales and debt and equity financing  arrangements which management  believes may
be insufficient to fund its capital expenditures, working capital and other cash
requirements  for the fiscal year  ending  December  31,  2003.  Therefore,  the
Company  will be required  to seek  additional  funds to finance  its  long-term
operations.  The successful outcome of future activities cannot be determined at
this time and there is no  assurance  that if  achieved,  the Company  will have
sufficient  funds to execute its  intended  business  plan or generate  positive
operating results.

In response to these problems, management has taken the following actions:
      o The Company continues its aggressive program for selling inventory
      o The Company has implemented  various  plans to reduce  operating  costs
      o The Company is seeking investment capital through the public markets

The consolidated  financial statements do not include any adjustments related to
recoverability  and  classification of assets carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

--------------------------------------------------------------------------------
Page F-12

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------



1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Risks and Uncertainties
-----------------------

The Company operates in a highly competitive industry that is subject to intense
competition and rapid technological change. The Company's operations are subject
to  significant  risk  and  uncertainties   including  financial,   operational,
technological,  regulatory and other risks associated with operating a business,
including the potential risk of business failure.

Use of Estimates
----------------

The Company  prepares its consolidated  financial  statements in conformity with
accounting principles generally accepted in the United States of America,  which
require  management to make estimates and  assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the  consolidated  financial  statements and reported
amounts of  revenues  and  expenses  during the  reporting  period.  Significant
estimates  made by management  include,  among others,  provisions for losses on
accounts  receivable,  valuation for losses on obsolete inventory and the actual
realization of inventory,  realizability of long-lived assets, the provision for
warranty  returns and  valuation on deferred tax assets.  Actual  results  could
differ from those estimates.

Fair Value of Financial Instruments
-----------------------------------

Statement  of Financial  Accounting  Standards  ("SFAS")  No. 107 ("SFAS  107"),
"Disclosures About Fair Value of Financial  Instruments," requires disclosure of
fair value  information  about financial  instruments  when it is practicable to
estimate  that  value.  The  carrying  amount of the  Company's  cash,  accounts
receivable,  accounts payable, accrued expenses, line of credit and current debt
approximates  their  estimated fair values due to the  short-term  maturities of
those financial instruments.  The fair value of notes payable to related parties
are not determinable as these transactions are with related parties.

Concentrations of Credit Risks
------------------------------

Cash is  maintained  at various  financial  institutions.  The  Federal  Deposit
Insurance  Corporation  ("FDIC")  insures accounts at each institution for up to
$100,000.  At  times,  cash  may be in  excess  of the FDIC  insurance  limit of
$100,000. The Company had no amounts exceeding this limit at December 31, 2002.

The Company  grants credit to customers  within the United States of America and
does not require  collateral.  The Company's  ability to collect  receivables is
affected by economic fluctuations in the geographic areas served by the Company.
Reserves for uncollectible amounts are provided,  based on past experience and a
specific  analysis of the accounts,  which  management  believes are sufficient.
Although the Company  expects to collect  amounts due,  actual  collections  may
differ from the estimated amounts.

Five customers and five  customers  accounted for  approximately  78% and 50% of
total  product  sales for fiscal 2002 and 2001,  respectively.  At December  31,
2002, three customers accounted for approximately 57% of accounts receivable.

--------------------------------------------------------------------------------
Page F-13

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories
-----------

Inventories  are  stated  at the  lower  of  standard  cost or  market.  Cost is
determined on a weighted average basis that approximates the first-in, first-out
basis.  Market  is  determined  by  comparison  with  recent  purchases  or  net
realizable value.

Such net  realizable  value is based on  management's  forecast for sales of the
Company's  products or services in the ensuing years.  The industry in which the
Company  operates is  characterized  by  technological  advancement  and change.
Should demand for the Company's  products  prove to be  significantly  less than
anticipated, the ultimate realizable value of the Company's inventories could be
substantially  less  than  the  amount  shown in the  accompanying  consolidated
balance sheet.

Property and Equipment
----------------------

Property and  equipment is stated at cost.  Depreciation  is computed  using the
straight-line  method over the  estimated  useful  lives of the related  assets,
which range from three to seven years.  Repairs and  maintenance  are charged to
expense  as  incurred  while  improvements  are  capitalized.  Upon  the sale or
retirement of property and equipment,  the accounts are relieved of the cost and
the  related  accumulated  depreciation  with any gain or loss  included  in the
consolidated statement of operations.

Intangible Assets
-----------------

Intangible assets included goodwill which represented the excess of the purchase
price over the  estimated  fair value of the net assets  acquired.  Goodwill was
being amortized using the straight-line method over 15 years. At least annually,
the  Company  assessed  the  intangible  assets  for  impairment  based  on  the
recoverability  of the carrying amount from expected future  operations and cash
flows, on an undiscounted  basis. At December 31, 2001, the Company assessed the
goodwill to be impaired and wrote off the remaining balance (see below).

Long-Lived Assets
-----------------

Prior to January 1, 2002, the Company evaluated the recoverability of long-lived
assets in accordance with SFAS 121, "Accounting for the Impairment of Long-lived
Assets and for  Long-lived  Assets to be  Disposed  of." SFAS No.  121  required
recognition  of impairment  of long-lived  assets in the event the book value of
such assets  exceeded the future  undiscounted  cash flows  attributable to such
assets.  At  December  31,  2001,   management  determined  that  the  Company's
long-lived assets were impaired as follows:

     o    Management  impaired  the  goodwill  recorded in  connection  with the
          acquisition  of  TSLI.  Due  to  the  goodwill   associated  with  the
          acquisition being impaired and the change in market conditions for the
          related  assets,   the  Company   recognized  an  impairment  loss  of
          approximately  $465,000  on the related  goodwill in the  accompanying
          December 31, 2001 consolidated statement of operations.

     o    Management  also  wrote  down the  value of  capitalized  licenses  in
          connection with warrants valued at $75,000 (see Notes 10 and 11).

--------------------------------------------------------------------------------
Page F-14

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------



1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Long-Lived Assets (continued)
-----------------------------

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 144,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." SFAS 144 addresses  financial  accounting and reporting for the
impairment or disposal of long-lived  assets.  SFAS 144 requires that long-lived
assets be reviewed for impairment  whenever  events or changes in  circumstances
indicate that their carrying  amounts may not be recoverable.  If the cost basis
of a long-lived asset is greater than the projected future undiscounted net cash
flows from such asset  (excluding  interest),  an impairment loss is recognized.
Impairment losses are calculated as the difference  between the cost basis of an
asset  and its  estimated  fair  value.  SFAS 144  also  requires  companies  to
separately report discontinued operations and extends that reporting requirement
to a  component  of an  entity  that  either  has  been  disposed  of (by  sale,
abandonment or in a  distribution  to owners) or is classified as held for sale.
Assets to be disposed are  reported at the lower of the  carrying  amount or the
estimated fair value less costs to sell. The Company adopted SFAS 144 on January
1, 2002. The provisions of this  pronouncement  relating to assets held for sale
or other disposal generally are required to be applied  prospectively  after the
adoption date to newly initiated  commitments to plan to sell or dispose of such
asset, as defined, by management.  As a result,  management cannot determine the
potential  effects  that  adoption  of  SFAS  144  will  have  on the  Company's
consolidated financial statements with respect to future disposal decisions,  if
any.

Management  believes that the impairment losses recognized on long-lived assets,
including  intangible  assets and other assets,  are  adequate.  There can be no
assurance,  however, that market conditions or demand for the Company's products
or  services  will not change  which  could  result in future  long-lived  asset
impairment changes in the future.

Stock Based Compensation
------------------------

The Company accounts for non-employee  stock-based  compensation under SFAS 123,
"Accounting for Stock Based  Compensation."  SFAS 123 defines a fair value based
method of accounting for such stock-based compensation. However, SFAS 123 allows
an entity to continue to measure compensation cost related to equity instruments
issued to employees using the intrinsic value method of accounting prescribed by
Accounting  Principles  Board Opinion No. 25 ("APB 25"),  "Accounting  for Stock
Issued to Employees."  Under APB 25,  compensation  cost is recognized  over the
vesting  period based on the excess,  if any, of the  grant-date  estimated fair
value of the Company's common stock over the exercise price.  Entities  electing
to  remain  with  the  accounting  method  of  APB 25  must  provide  pro  forma
disclosures of net  income/loss  and  earnings/loss  per common share, as if the
fair  value  method of  accounting  defined  in SFAS 123 had been  applied.  The
Company has elected to account for its  stock-based  compensation  to  employees
under APB 25.

--------------------------------------------------------------------------------
Page F-15

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock Based Compensation (continued)
------------------------------------

In March 2000, the FASB issued Interpretation No. 44 ("FIN 44"), "Accounting for
Certain Transactions Involving Stock Compensation," an interpretation of APB 25.
FIN 44 clarifies the  application  of APB 25 for (a) the  definition of employee
for purposes of applying APB 25, (b) the criteria for determining whether a plan
qualifies  as  a  non-compensatory  plan,  (c)  the  accounting  consequence  of
modifications  to the terms of a previously fixed stock option or award, and (d)
the  accounting  for an  exchange  of stock  compensation  awards in a  business
combination.  FIN 44 is effective  July 1, 2000,  but certain  provisions  cover
specific  events that occur after either December 15, 1998, or January 12, 2000.
Management  believes that the Company accounts for transactions  involving stock
compensation in accordance with FIN 44.

SFAS 148, "Accounting for Stock-Based  Compensation - Transition and Disclosure,
an amendment  of FASB  Statement  No.  123," was issued in December  2002 and is
generally effective for fiscal years beginning after December 15, 2002. SFAS 148
provides  alternative  methods of transition for a voluntary  change to the fair
value based method of  accounting  for  stock-based  employee  compensation.  In
addition,  this  amends  the  disclosure  requirements  of SFAS  123 to  require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results.  Management does not believe that SFAS 148 will
have  a  material  effect  on  the  Company's  future   consolidated   financial
statements.

At December  31, 2002,  the Company has two  stock-based  employee  compensation
plans,  which are  described  in Note 11. The Company  accounts  for those plans
under  the  recognition  and  measurement  principles  of  APB  25  and  related
interpretation.  No compensation  cost has been recognized for such compensation
plans. Cash options granted under these plans had an exercise price equal to the
market value of the underlying  common stock on the date of grant. The following
table  illustrates  the effect on net loss and loss per  common  share as if the
Company had applied the fair value  method of SFAS 123 to  stock-based  employee
compensation.



                                                  2002            2001
                                             --------------   --------------
  Net loss:
    As reported                              $    (504,122)   $  (1,288,471)
    Deduct: Total stock-based employee
            compensation expense
            determined under fair
            value-based method for
            all awards, net of related
            tax effects                             (2,633)        (117,663)
                                             --------------   --------------
    Proforma                                 $    (506,755)   $  (1,406,134)
                                             ==============   ==============

  Loss per common share:
    As reported                              $       (0.32)   $       (1.67)
                                             ==============   ==============
    Proforma                                 $       (0.32)   $       (1.82)
                                             ==============   ==============

--------------------------------------------------------------------------------
Page F-16

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes
------------

Under  SFAS  109,  "Accounting  for  Income  Taxes,"  deferred  tax  assets  and
liabilities  are  recognized  for the future tax  consequences  attributable  to
difference  between the consolidated  financial  statements and their respective
tax basis.  Deferred  income taxes  reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts reported for income tax purposes, and (b) tax
credit  carryforwards.  The Company  records a valuation  allowance for deferred
income tax assets when, based on management's best estimate of taxable income in
the  foreseeable  future,  it is more likely  than not that some  portion of the
deferred income tax assets may not be realized.

Revenue Recognition
-------------------

The Company  records  sales when goods are  shipped to the  customer or upon the
completion of the service.  In accordance to SFAS 48, "Revenue  Recognition when
Right of Return  Exists,"  revenue is recorded net of  estimates  of  markdowns,
price  concessions  and  warranty  costs.  Such  costs are based on  managements
evaluation  of  historical  experience,  current  industry  trends and estimated
costs.

The Securities and Exchange  Commission ("SEC") issued Staff Accounting Bulletin
101 ("SAB 101"),  as amended,  "Revenue  Recognition,"  which outlines the basic
criteria  that  must be met to  recognize  revenue  and  provides  guidance  for
presentation  of revenue  and for  disclosures  related  to revenue  recognition
policies in financial  statements filed with the SEC.  Management of the Company
believes that its revenue recognition policy conforms to SAB 101.

Warranty
--------

The  Company  provides  warranties  ranging  from  ninety  days to six months on
certain products sold.  Estimated future warranty obligations related to certain
products and services  are  provided by charges to  operations  in the period in
which the related revenue is recognized.  The Company has a warranty  reserve of
approximately  $40,000,  which is  included  in  accounts  payable  and  accrued
expenses in the accompanying consolidated balance sheet at December 31, 2002.

Advertising
-----------

The Company  expenses the cost of advertising  when incurred as selling expense.
Advertising expenses were approximately  $45,000 and $33,000 for the years ended
December 31, 2002 and 2001, respectively.

--------------------------------------------------------------------------------
Page F-17

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings Per Share
------------------

Under SFAS 128,  "Earnings Per Share,"  basic  earnings per share is computed by
dividing income available to common  stockholders by the weighted average number
of shares assumed to be outstanding  during the period of  computation.  Diluted
earnings per share is computed  similar to basic  earnings per share except that
the  denominator is increased to include the number of additional  common shares
that would have been  outstanding if the potential common shares had been issued
and if the  additional  common  shares were  dilutive (0 and 88,913  shares were
considered  additional  common stock  equivalents at December 31, 2002 and 2001,
respectively).  Because the Company has incurred  net losses,  basic and diluted
loss per share  are the same as  additional  potential  common  shares  would be
anti-dilutive (see Note 13).

Comprehensive Income
--------------------

SFAS 130, "Reporting  Comprehensive Income," establishes standards for reporting
and  display  of  comprehensive  income  and  its  components  in a full  set of
general-purpose financial statements.  For the years ended December 31, 2002 and
2001, the Company had no items of comprehensive income.

Segments
--------

SFAS 131, "Disclosures about Segments of an Enterprise and Related Information,"
changes the way public  companies  report  information  about  segments of their
business  in their  annual  financial  statements  and  requires  them to report
selected segment  information in their quarterly reports issued to shareholders.
It also  requires  entity-wide  disclosures  about the  products and services an
entity  provides,  the  material  countries in which it holds assets and how the
Company reports revenues and its major customers. The Company currently operates
in one segment,  as disclosed in the  accompanying  consolidated  statements  of
operations.

Business Combinations
---------------------

SFAS 141, "Business  Combinations," which is effective for business combinations
initiated  after June 30,  2001,  eliminates  the pooling of interest  method of
accounting for business combinations and requires that all business combinations
occurring  after July 1, 2001 are accounted for under the purchase  method.  The
adoption  of  SFAS  141  did  not  have  a  material  impact  on  the  Company's
consolidated financial statements.

--------------------------------------------------------------------------------
Page F-18

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Goodwill and Intangible Assets
------------------------------

SFAS 142, "Goodwill and Other Intangible  Assets," which is effective for fiscal
years  beginning after December 15, 2001,  addresses how intangible  assets that
are acquired  individually  or with a group of other assets  should be accounted
for in the financial  statements upon their acquisition and after they have been
initially  recognized  in the  financial  statements.  SFAS  142  requires  that
goodwill  and  intangible  assets  that  have  indefinite  useful  lives  not be
amortized but rather be tested at least annually for impairment,  and intangible
assets that have finite useful lives be amortized over their useful lives.  SFAS
142 provides  specific  guidance for testing goodwill and intangible assets that
will  not be  amortized  for  impairment.  In  addition,  SFAS 142  expands  the
disclosure  requirements about goodwill and other intangible assets in the years
subsequent   to  their   acquisition.   Impairment   losses  for   goodwill  and
indefinite-life  intangible assets that arise due to the initial  application of
SFAS 142 are to be reported as resulting from a change in accounting  principle.
The  adoption  of SFAS  142 did not  have a  material  effect  on the  Company's
consolidated  financial  statements.  The Company has no goodwill or  intangible
assets subject to amortization.

Recent Accounting Pronouncements
--------------------------------

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations."  SFAS No. 143  addresses  financial  accounting  and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  The purpose of SFAS No. 143 is to develop
consistent  accounting of asset retirement  obligations and related costs in the
financial  statements and provide more  information  about future cash outflows,
leverage,   and  liquidity  regarding  retirement   obligations  and  the  gross
investment  in  long-lived  assets.  SFAS No.  143 is  effective  for  financial
statements issued for fiscal years beginning after June 15, 2002. The Company is
required to adopt SFAS No. 143 effective  January 1, 2003.  The Company does not
anticipate  that the adoption of SFAS No. 143 will have a material effect on its
consolidated financial statements.

SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities," is
effective for such activities  initiated after December 31, 2002.  Activities of
this  type  include  restructurings  (such  as  relocation  of  a  business  and
fundamental  reorganizations of a business itself), which may give rise to costs
such as contract  cancellation  provisions,  employee  relocation,  and one-time
termination  costs.  SFAS 146 prohibits  liability  recognition  based solely on
management's intent, and requires that liabilities be measured at estimated fair
value.  Management  has not  determined  the effect,  if any, of SFAS 146 on the
Company's future consolidated financial statements.

In  November  2002,  the  FASB  issued   Interpretation   No.  45,  ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees of  Indebtedness of Others." FIN 45 requires a guarantor to
(i) include disclosure of certain  obligations,  and (ii) if applicable,  at the
inception of the  guarantee,  recognize a liability  for the fair value of other
certain obligations undertaken in issuing a guarantee. The disclosure provisions
of FIN 45 are  effective  for  financial  statements  for periods  ending  after
December  15,  2002  included  in interim or annual  reports and the Company has
adopted these requirements.  However, the provisions for initial recognition and
measurement are effective on a prospective  basis for guarantees that are issued
or modified after December 31, 2002, irrespective.  As of December 31, 2002, the
Company has not guaranteed the  indebtedness of its  subsidiaries or any related
parties.

--------------------------------------------------------------------------------
Page F-19

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)
--------------------------------------------

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable  Interest  Entities"  ("FIN 46").  This  interpretation  of  Accounting
Research  Bulletin  No.  51,  "Consolidated   Financial  Statements,"  addresses
consolidation  by business  enterprises  of variable  interest  entities.  Under
current practice,  two enterprises  generally have been included in consolidated
financial  statements  because one enterprise  controls the other through voting
interests.  FIN 46 defines  the concept of  "variable  interests"  and  requires
existing  unconsolidated  variable interest entities to be consolidated by their
primary  beneficiaries  if the entities do not effectively  disperse risks among
the  parties  involved.  This  interpretation  applies  immediately  to variable
interest entities created after January 31, 2003. It applies in the first fiscal
year or interim  period  beginning  after June 15,  2003,  to variable  interest
entities  in which an  enterprise  holds a variable  interest  that it  acquired
before  February 1, 2003. If it is reasonably  possible that an enterprise  will
consolidate or disclose information about a variable interest entity when FIN 46
becomes  effective,  the  enterprise  shall  disclose  information  about  those
entities  in all  financial  statements  issued  after  January  31,  2003.  The
interpretation may be applied prospectively with a cumulative-effect  adjustment
as of the date on which it is first  applied or by restating  previously  issued
financial  statements for one or more years with a cumulative-effect  adjustment
as of the beginning of the first year  restated.  Based on the recent release of
FIN 46, the Company has not  completed  its  assessment as to whether or not the
adoption  of FIN 46 will have a material  impact on its  consolidated  financial
statements.

Management  does not  believe  that,  or has not  determined  if,  other  recent
significant  accounting  pronouncements  will  have  a  material  effect  on the
Company's consolidated financial statements.


2.  BUSINESS COMBINATIONS

Reverse Merger
--------------

On February  27,  2001,  World  Internetworks,  Inc.  ("WINS")  entered  into an
Agreement and Plan of Reorganization  and Merger (the "Plan of Merger") with GTD
Acquisition,  Inc.  ("Newco") and GT Data  Corporation.  On March 20, 2001,  and
pursuant to a  Certificate  filed with the Nevada  Secretary of State,  the WINS
effected  a 1 for 2 reverse  split of all the  outstanding  shares of its common
stock,  options and warrants.  Immediately  following the reverse split WINS had
250,000,000  shares  authorized  and  355,206  shares  issued  and  outstanding.
Outstanding options and warrants were 11,225 and 40,750 respectively,  after the
reverse  split.  On March 22, 2001,  the Plan of Merger  became  effective  (the
"Merger"). Under the Merger, Newco merged with and into GT Data, with GT Data as
the  surviving  subsidiary  of the  Company.  On December  3, 2001,  the Company
changed  its name  from  WINS to GT Data  Corporation.  Pursuant  to the Plan of
Merger, all of the 384,420 outstanding  preferred B and common shares of GT Data
were  exchanged  for  shares of WINS 1 for 1 on a  post-split  basis and  37,500
shares were issued to Fairway  Capital  Partners,  LLC, a finder,  in connection
with the transaction. All of the outstanding shares of Newco were converted into
shares of GT Data as the surviving corporation,  with WINS as the sole holder of
those shares.  The  transaction was regarded as a reverse merger whereby GT Data
was  considered  to be the  accounting  acquirer as it retained  control of WINS
after the Merger.  Pursuant to the Plan of Merger,  certain  shareholders  of GT
Data  agreed  to  surrender   358,297  shares  of  common  stock  prior  to  the
consummation  of the Merger.  The number of shares  issued in exchange for Newco
and GT Data shares under the Plan of Merger is as follows:

--------------------------------------------------------------------------------
Page F-20

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

2.  BUSINESS COMBINATIONS (continued)

Reverse Merger (continued)
--------------------------


  GTD:
      Common shares, net of 358,297
         cancelled                         310,470  shares of the Company
      Series B preferred                    73,950  shares of the Company
                                         ---------

  Total shares issued                      384,420
                                         =========


Since  WINS'  continuing  operations  and  balance  sheet are  insignificant,  a
pro-forma  consolidated balance sheet and consolidated  statements of operations
are not presented here.

The plan of Merger also provides for a Registration Rights Agreement for certain
stockholders  of the Company's  common stock that hold shares  restricted  under
Section 144 whereby their shares will be registered as part of any  registration
filing  under  taken by the  Company  after  the  effective  date of the plan of
Merger. As of the date of the filing of this annual report,  the Company has not
yet filed a registration statement with the Securities and Exchange Commission.


3.  INVENTORIES

Inventories consist of the following at December 31, 2002:

  Raw materials                                       $   156,256
  Work in progress                                        196,151
  Finished goods                                          727,189
                                                      ------------
                                                      $ 1,079,596
                                                      ============

4.  PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 2002:

  Machinery and equipment                             $   511,509
  Automobiles                                              14,513
  Furniture and fixtures                                  352,216
  Software                                                148,009
  Leasehold improvements                                   88,063
                                                      ------------
                                                        1,114,310

  Less accumulated depreciation
    and amortization                                   (1,032,310)
                                                      ------------

                                                      $    82,000
                                                      ============

Depreciation  and  amortization  expense was $85,408 and  $176,507 for the years
ended December 31, 2002 and 2001, respectively.

--------------------------------------------------------------------------------
Page F-21

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

5.  NOTE RECEIVABLE

During the year ended December 31, 2001, the Company loaned Trace Affex $150,000
(the "Loan") for working capital  purposes.  The Loan bears interest at the rate
of 10% per annum,  was due and payable in full on May 31, 2002,  and was secured
by  substantially  all of the assets of Trace Affex. For the year ended December
31, 2001, the Company  recognized  interest  income of  approximately  $7,600 in
connection  with the Loan. As of December 31, 2002, the Company  determined that
the note and the related interest  receivable were  uncollectible  and wrote-off
the  entire  balance,   which  has  been  included  in  other  expenses  in  the
accompanying consolidated statements of operations.


6.  LINE OF CREDIT

The  Company  has a  revolving  line of credit  agreement  (the  "Line")  with a
financial  institution that matures in November 2003, as amended,  with one-year
renewal features,  as defined.  The Line bears interest at the greater of 10.00%
per annum or at the prime  rate  (4.25% at  December  31,  2002)  plus 5.00% per
annum,  but at no time shall the monthly  interest  expense be less than $4,000.
The Line is secured by substantially all of the assets of the Company. The terms
of the Line provide for  borrowing of up to the lesser of  $1,500,000  or 75% of
eligible accounts  receivable,  as defined,  of which  approximately  $7,000 was
available at December 31, 2002. At December 31, 2002, the Company's  outstanding
borrowings  totaled $704,077.  The Line requires the Company to maintain certain
financial and non-financial  covenants,  including,  but not limited to, certain
net worth and solvency ratio covenants,  which the Company was not in compliance
with certain covenants as of December 31, 2002. The Company is in the process of
obtaining a waiver from the financial institution.  Interest expense incurred on
the Line totaled approximately $68,000 for the year ended December 31, 2002.


7.  CURRENT DEBT

Current debt consists of the following at December 31, 2002:

Note payable to a financial  institution;  payable in weekly
     principal  installments  of $1,500.  In  addition,  the
     Company is to make  monthly  interest  payments  at the
     greater of 11% per annum or at the prime rate (4.25% at
     December  31,  2002) plus 6%. The note  matures in July
     2003.                                                      $     42,400

Note payable to a financial  institution;  payable in weekly
     principal installments of $1,500 through November 2003,
     at which time the entire  unpaid  principal  balance is
     due.  In  addition,  the  Company  is to  make  monthly
     interest payments at the greater of 11% per annum or at
     the prime rate (4.25% at December 31, 2002) plus 6%.
                                                                      68,500
                                                                -------------
                                                                $    110,900
                                                                =============

--------------------------------------------------------------------------------
Page F-22

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

8.  CONVERTIBLE NOTES PAYABLE

In July 2001, the Company sold $375,000 of convertible  subordinated  debentures
in an offering under Regulation S of the Securities and Exchange Commission. The
debentures  carried a 10% stated rate of interest  and matured on May 31,  2002.
The  debenture  holder also had the right,  at their  option,  at any time on or
before the close of  business on May 31,  2002,  to convert  the  principal  and
accrued,  but unpaid,  interest on these  debentures  into 62,494  shares of the
Company's common stock (at an embedded  conversion price of $0.16,  estimated to
be the fair market value of on the date of the debt issuance).  In addition, the
Company issued the debenture  holder a warrant,  with an expiration  date of May
31, 2002 for the right to purchase an additional  62,494 shares of the Company's
common  stock at a price of $8.00 per share and  valued at  $137,500  (estimated
based on the  pro-rata  market  value on the date of grant) and was to vest upon
conversion  and  amortized  to interest  expense upon  vesting.  The warrant was
cancelled  in  connection  with an  amendment  of the  convertible  subordinated
debenture (see below).

On September 12, 2002, pursuant to an amended conversion  agreement,  the holder
of the $375,000  convertible  debenture payable converted the entire amount owed
into  the  Company's  common  stock.  Per the  terms of the  amended  conversion
agreement,  the  holder of the note  received  937,500  shares of the  Company's
common  stock at a price of $0.40 per  share  (estimated  to be the fair  market
value on the date of  conversion  based on the  closing bid price on the date of
conversion).

In November  2002,  the Company  entered into a convertible  note agreement with
Linear Capital Holdings Corp ("Linear") in which the Company received $40,000 in
exchange for a convertible  promissory note. The note accrued interest at a rate
of 10% per annum,  matured one year from the date the note was entered  into and
was  convertible at $0.40 per common share  (estimated to the be the fair market
value  on the  date  of  debt  issuance).  Subsequent  to the  issuance,  Linear
converted the entire amount into 100,000 shares of the Company's common stock at
$0.40 per share. In addition,  the Company issued the finder of this convertible
note payable 124,500 shares of common stock (see Note 11).


9.  RELATED PARTY TRANSACTIONS

Notes Payable
-------------

Working  capital  loans  from  two  of the  Company's  major
stockholders.  The borrowings  accrue interest at 8% and are
due on demand.  Total  interest  expense  incurred  on these
borrowings  was  approximately  $44,000  and $45,000 for the
years ended  December  31, 2002 and 2001,  respectively,  of
which,  approximately  $102,000  is accrued  under  accounts
payable   and   accrued   expenses   in   the   accompanying
consolidated balance sheet at December 31, 2002.                $    182,766

--------------------------------------------------------------------------------
Page F-23

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

9. RELATED PARTY TRANSACTIONS (continued)

Notes Payable (continued)


Working  capital loans from a stockholder.  The  borrowings,
which  are  subordinated  to the Line  (see Note 6) and note
payable  to a  financial  institution  (see Note 7),  accrue
interest  at 7%  per  annum.  Pursuant  to  the  terms  of a
tentative agreement,  the Company is to make weekly payments
of $850 through  December 2003 and weekly payments of $1,000
until entire principal and interest balance is paid in full.
Total  interest  expense  incurred on these  borrowings  was
approximately $6,650 and $9,000 for the years ended December
31,  2002 and 2001,  respectively,  of which,  approximately
$49,000  is  accrued  under  accounts  payable  and  accrued
expenses in the accompanying  consolidated  balance sheet at
December 31, 2002.                                                    86,000

Working capital loans from related  parties.  The borrowings
accrue interest at 8% per annum,  matured  through  November
2002 and are due on demand.  Total interest expense incurred
on these  borrowings was  approximately  $9,000 for the year
ended December 31, 2002.                                              60,000
                                                                -------------



Total                                                           $    328,766
                                                                =============
Related Party Payables
----------------------

The Company had accrued  wages due to Robert  Genesi,  one of its  employees and
major  stockholders.  The balance due of approximately  $437,000 was forgiven by
Mr.  Genesi  during the year ended  December  31, 2002 and has been  included as
other income in the accompanying consolidated statements of operations.


10. COMMITMENTS AND CONTINGENCIES

Leases
------

The  Company  leases  certain  property  and  equipment  under  operating  lease
agreements,  which expire on various dates through  October 2007 and provide for
monthly lease payments ranging from $1,180 to $32,000.




--------------------------------------------------------------------------------
Page F-24

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------


10. COMMITMENTS AND CONTINGENCIES (continued)

Leases (continued)
------------------

The future minimum annual lease payments under these agreements approximate:



Year Ending December 31:
2003                                      $        398,000
2004                                               397,000
2005                                               384,000
2006                                               384,000
2007                                               320,000
                                          -----------------

Total minimum lease payments              $      1,883,000
                                          =================



For  the  years  ended  December  31,  2002  and  2001,   rent  expense  totaled
approximately $398,000 and $380,000, respectively.

Legal
-----

The  Company  may be  involved  from time to time in various  claims,  lawsuits,
disputes with third parties,  actions involving allegations or discrimination or
breach of contract actions  incidental in the normal operations of the business.
The Company is currently not involved in any such  litigation  which  management
believes  could have a material  adverse  effect on its  consolidated  financial
position or results of operations.

License Agreement
-----------------

Effective  May 18, 2001,  the Company  entered into a license  agreement  with a
third party.  The  agreement  would have  provided the Company with an exclusive
worldwide  license to manufacture  and sell the Starlite tape drive, an IBM 3590
compatible tape drive, as defined. The agreement required the Company to make an
initial payment of $300,000 on or before October 31, 2001, which the Company did
not make. In addition,  the Company was required to make two additional payments
of  $150,000  each no later  that 60 and 120 days after  delivery  of the actual
initial  payment.  Since the Company  did not make the  required  payments,  the
license was to continue on a non-exclusive basis. The Company was to be required
to pay a royalty to the third party for all sales  ranging from $250 to $950 for
each unit sold. In connection with this agreement, the Company granted the third
party warrants to purchase 15,000 shares of common stock at an exercise price of
$5.00  per  share,  valued  at  $75,000,  (pursuant  to SFAS  123  based  on the
Black-Scholes  pricing  model)  which the  Company had  originally  capitalized.
Effective  December 2001, the Company terminated the License agreement and wrote
off  the   capitalized   value  of  the  warrants  of  $75,000  to  general  and
administrative   expenses  in  the  accompanying   consolidated   statements  of
operations.

--------------------------------------------------------------------------------
Page F-25

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------



10. COMMITMENTS AND CONTINGENCIES (continued)

Consulting Agreements
---------------------

On March 28, 2002,  the Company  entered into a  consulting  agreement  with the
former Chief  Executive  Officer  ("former  CEO") of World  Internetworks,  as a
consultant  and  advisor to the  Company.  The former CEO had been  retained  to
assist the Company with its internet operations,  make introductions to possible
strategic  partners,  and to complete  the transfer of ownership of the internet
domain  names  related to the  Company.  The former  CEO will also  assist  with
corporate  communications  and  investor  relations.  The  agreement  expired in
December 2002.  Pursuant to the agreement,  the Company  granted  options to the
former  CEO to  purchase  12,500  shares of the  Company's  common  stock with a
non-cash  exercise  feature.  The options vest  immediately  and are exercisable
through March 2012.

On April 18, 2002, the Company  entered into an agreement with the former CEO of
World Internetworks,  Inc. to design,  develop, host and maintain a web site for
the Company and to also handle the Company's public/investor relations. Pursuant
to the  agreement,  the  Company  granted  options to the former CEO to purchase
20,000 shares of the Company's  common stock with a non-cash  exercise  feature.
The options vest immediately and are exercisable through April 2012.

On  June  14,  2002  the  former  CEO  of  World  Internetworks   exercised  the
above-mentioned   32,500  options   utilizing  the  non-cash  exercise  feature,
resulting in the Company issuing 32,500 shares of its common stock.

The above option  transactions  were  measured on the grant dates using the fair
value method of  accounting as required by SFAS No. 123 and FIN 44. As a result,
the Company  recognized total compensation  expense of approximately  $90,000 in
the  accompanying  consolidated  statements of operations  during the year ended
December 31, 2002.

Service Agreements
------------------

On June 20,  2002 the Company  engaged SBI  E2-Capital  Inc.  ("SBI"),  the U.S.
investment  banking  arm of  Softbank  Investment  Corp.,  and  General  Pacific
Partners,  LLC ("GPP") to assist in the  execution  of the  Company's  corporate
finance strategies.

The  Company  along  with SBI and GPP  prepared a Private  Placement  Memorandum
("PPM") in order to raise  $2,500,000  in cash through the sale of the Company's
common  stock.  The PPM provides for 6,250,000  shares of the  Company's  common
stock to be offered at $0.40 per share,  less any  commissions of  approximately
15%, as defined in the PPM. The offering was on a  best-efforts  basis,  with no
minimum amount guaranteed to be raised by either SBI or GPP.

Per the agreement,  the Company was to pay Softbank Investment Corp. $50,000 for
the  fairness  opinion in relation to the PPM and  entered  into a twelve  month
consulting  agreement  with GPP at a cost of $15,000 per month.  GPP was to work
with the  Company's  management  to  promote  the  Company's  stock and  provide
investor  relations  services.  In  addition,  upon  completion  of the PPM, the
agreement  would have required the Company to grant warrants to purchase  50,000
shares of the  Company's  common stock at $0.20 per share to GPP (On October 31,
2002,  the Company  canceled  the  warrant  agreement  and no warrants  had been
issued).

--------------------------------------------------------------------------------
Page F-26

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

10. COMMITMENTS AND CONTINGENCIES (continued)

Service Agreements (continued)
------------------------------

During the year ended  December  31,  2002,  the  Company  accrued  $160,000  of
consulting  fees relating to its agreement with GPP, which the Company  recorded
in  general  and  administrative  expenses  in  the  accompanying   consolidated
statement  of  operations  as  the  PPM  was  deemed  not  to be  successful  by
management.  In November 2002,  GPP agreed to convert  $115,000 of their accrued
fees into 287,500 common shares of the Company at $0.40 per share  (estimated by
the Company to be the fair market value based on the closing market price on the
date of  conversion).  In  December  2002,  GPP agreed to convert an  additional
$35,000 of such fees into 58,333 common shares of the Company at $0.60 per share
(estimated  by the  Company to be the fair  market  value  based on the  closing
market price on the date of conversion).

In  connection  with the PPM,  the Company has sold 86,250  shares of its common
stock for cash  totaling  $34,500  during the year ended  December 31, 2002 (see
Note 11). Subsequent to the issuance, the Company closed the PPM.


11. STOCKHOLDERS' EQUITY

Preferred Stock
---------------

The Company's  articles of  incorporation  authorize up to 27,000,000  shares of
$0.001 par value preferred stock. Shares of preferred stock may be issued in one
or more  classes  or series at such  time as the Board of  Directors  determine.
During  fiscal  2000,  the  Board of  Directors  designated  1 share of Series A
preferred stock  ("Preferred  A"). Each share of Preferred A is convertible into
common stock at a rate of $10.00 per share,  subject to future  adjustments,  as
defined.  As of December 31, 2002, the Company has 1 share of Preferred A issued
and outstanding.

During fiscal 2000, the Board of Directors had designated  10,000,000  shares of
Series B 7% convertible  preferred stock ("Preferred B"). Each Preferred B share
has a liquidation  preference of $10.00 per share plus accrued  dividends and is
convertible at anytime into such number of fully paid and non-assessable  shares
of common  stock as is  determined  by  dividing  $10.00  plus the amount of any
accrued and unpaid  dividends by the  conversion  price of $10.00 at the time of
conversion,  subject to future adjustments,  as defined.  The Preferred B shares
are automatically  converted in the event of an effective registration statement
filing or and  affirmative  vote of the preferred  holders  voting as a separate
class.  As of  December  31,  2002,  no shares  of  Preferred  B were  issued or
outstanding.

During  fiscal  2001,  the Company sold 1,100 shares of Preferred B to investors
for proceeds of $4,907 (net of commissions paid of $6,093).

In connection  with the reverse  merger (see Note 2), the Company  converted the
73,950  Preferred B shares into 73,950 shares of the Company's common stock (see
below).


--------------------------------------------------------------------------------
Page F-27

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

11. STOCKHOLDERS' EQUITY (continued)

Common Stock
------------

In October 1999,  the Company  issued 400,000 shares of common stock for a stock
subscription  receivable.  During the year ended  December 31, 2002, the Company
reclassified  $362,822 that was previously recorded as subscriptions  receivable
as a reduction to additional paid-in capital on the consolidated  balance sheet.
The  subscriptions  receivable  were related to founder's  stock  granted to the
founders of the  Company.  The Company did not  recognize  any  interest  income
related to the subscriptions receivable during the year ended December 31, 2002.

In connection  with the reverse  merger (see Note 2), the Company issued 466,656
shares  of  common  stock  (including  73,950  for the  conversion  of  Series B
Preferred  stock on a one to one  basis  and  37,500  shares  to a  finder).  In
addition,  certain  shareholders  agreed to surrender  358,297  shares of common
stock.

In May 2001,  the Company  sold 26,000  shares of common  stock to an  unrelated
investor  for proceeds of $112,680  (net of  commissions  paid of  $17,320).  In
addition,  the Company  granted the  investor a warrant to purchase up to 26,000
shares of the Company's  restricted  common stock at an exercise  price of $5.00
per share (see below).

In June 2002,  the Company  issued  31,500 shares of its common stock to certain
shareholders  in  connection  with  the  Company's  reverse  merger  with  World
Internetworks,  Inc. in April 2001 (see Note 2). The shares represent additional
shares  for the  fractional  shares  which  resulted  from  the  merger  and the
resulting reverse stock split. The Company did not value the shares as they were
a result of the stock exchange between the companies.

On June 14, 2002 the former CEO of World Internetworks  exercised 32,500 options
utilizing the non-cash exercise feature, resulting in the Company issuing 32,500
shares of its common stock (see Note 10).

Effective  September 12, 2002, Robert Genesi,  CEO and President of the Company,
and Tony  Giraudo,  a founder of the  Company,  agreed to convert  $300,000  and
$70,000,  respectively,  of funds owed them into the Company's common stock at a
conversion  price of $0.40 per share  (estimated  by the  Company to be the fair
market value based on the closing bid price on the date of conversion).  Per the
terms of the  conversion  agreement,  the Company  issued  750,000 shares of its
common stock to Mr. Genesi and 175,000 shares to Mr. Giraudo.

In October  2002, a related party note holder  converted  $20,000 of its $40,000
note payable into the Company's  common stock at a conversion price of $0.40 per
share (estimated by the Company to be the fair market value based on the closing
bid price on the date of conversion). Per the terms of the conversion agreement,
the Company issued 50,000 shares of its common stock.

In November  2002, a service  provider  converted  $115,000 of accrued fees into
287,500 common shares of the Company at $0.40 per share (see Note 10).

--------------------------------------------------------------------------------
Page F-28

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

11. STOCKHOLDERS' EQUITY (continued)

Common Stock (continued)
------------------------

In December  2002,  a service  provider  converted  $35,000 of accrued fees into
58,333 common shares of the Company at $0.60 per share (see Note 10).

During the year ended December 31, 2002, the Company issued  1,037,500 shares of
restricted  common stock in connection with the conversion of convertible  notes
(see Note 8).

Through  the PPM,  the Company  has sold  86,250  shares of its common  stock in
November and December 2002 at an exercise  price of $0.40 per share for proceeds
of $34,500.

During the year ended  December  31,  2002,  the  Company  issued to a finder of
convertible  debt,  124,500 shares of restricted  common stock valued at $49,800
(estimated  based on the  market  price on the date of grant)  (see Note 8). The
Company recorded the amount as interest expense in the accompanying consolidated
statement of operations.

Stock Options
-------------

In February  2000,  the Company's  Board of Directors and majority  shareholders
approved and adopted the GT Data  Corporation  2000 Stock Option Plan ("the 2000
plan"). As amended, a total of 3,333,333 shares of common stock are reserved for
issuance  under the 2000 plan. The exercise price for each option shall be equal
to 100% to 110% of the  fair  market  value of the  common  stock on the date of
grant, as defined. The 2000 plan shall terminate ten years after its adoption by
the Board of Directors  and may be  terminated  by the Board of Directors on any
earlier date, as defined.

In March 2001,  the  Company's  Board of  Directors  and  majority  shareholders
approved and adopted the GT Data  Corporation  2001 Stock Option Plan ("the 2001
plan").  A total of 45,000,000  shares of common stock are reserved for issuance
under the 2001 plan.  The  exercise  price for each option shall be no less than
100% to 110% of the fair market  value of the common stock on the date of grant,
as defined.  The 2001 plan shall  terminate  ten years after its adoption by the
Board of  Directors  and may be  terminated  by the  Board of  Directors  on any
earlier date, as defined.

During the year ended December 31, 2000, the Company issued options  pursuant to
the 2000 plan to  purchase  291,400  shares  of the  Company's  common  stock at
exercise  prices  ranging from $1.50 per share to $1.80 per share (the estimated
fair market  values at the dates of grant).  The options  vest over a three-year
period from the dates of grant and are  exercisable  through  December 20, 2008.
During fiscal 2001 and pursuant to the reverse  merger  agreement with WINS (see
Note 2), the Company  cancelled the remaining  285,075  options  outstanding and
issued new options from the reorganized Company to purchase 95,000 shares of the
Company's  common stock at an exercise  price of $2.70 per share.  All terms and
vesting requirements remained identical to the original options issued.


--------------------------------------------------------------------------------
Page F-29

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

11. STOCKHOLDERS' EQUITY (continued)

Stock Options (continued)
-------------------------

Under the terms of the TSLI acquisition agreement and pursuant to the 2000 plan,
the Company granted options to purchase 725 shares of the Company's common stock
at an exercise  price of $1.50 per share (the estimated fair market value on the
date of grant by the  Company)  to  employees  of TSLI for  options  which  were
previously  issued to purchase  1,740  shares of TSLI common  stock.  Due to the
exercise  price per share being  equal to the  estimated  fair market  value per
share,  no  additional  amount  was  allocated  to  the  purchase  price  of the
acquisition  related  to the value of these  options.  The  options  vest over a
three-year  period from the date of grant and are exercisable  through  December
20, 2008.  During fiscal 2001 and pursuant to the reverse merger  agreement with
WINS (see Note 2), the Company  cancelled the 725 options and issued new options
from the  reorganized  Company to purchase  242 shares of the  Company's  common
stock  at  an  exercise  price  of  $2.70  per  share.  All  terms  and  vesting
requirements remained identical to the original options issued.

During the year ended December 31, 2001, the Company issued options  pursuant to
the 2001  plan to  purchase  91,084  shares  of the  Company's  common  stock at
exercise prices ranging from $2.40 to $2.70 per share (the estimated fair market
value at the date of grant).  The options vest over a three-year period from the
dates of grant and are exercisable through October 2011.

During the year ended December 31, 2002, the Company issued options  pursuant to
the 2001 plan purchase  33,333 shares of the Company's  common stock at exercise
prices  ranging from $2.00 to $4.00,  including  the options to purchase  32,500
shares of common stock issued to the former CEO of World Internetworks (see Note
10).

The following is a status of the stock options  outstanding at December 31, 2002
and the changes during the two years then ended:

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


                                                                    Year Ended December 31,
                                             -----------------------------------------------------------------
                                                          2002                              2001
                                             -------------------------------   -------------------------------
                                                                 Weighted                         Weighted
                                                                  Average                          Average
                                                 Options           Price          Options           Price
                                             --------------   --------------   --------------   --------------
Outstanding, beginning of year                     186,834       $     3.60          285,800       $     1.60
    Granted                                         33,333             2.00          186,326             2.56
    Options outstanding
      Pursuant to the Reorganization
      of WINS (see Note 2)                               -                -           11,225            20.20
    Exercised                                      (32,500)            2.00               -                -
    Cancelled/Forfeited                            (15,000)            2.60         (296,517)            1.60
                                             --------------   --------------   --------------   --------------

Outstanding, end of year                           172,667       $     3.71          186,834       $     3.60
                                             ==============   ==============   ==============   ==============

Exercisable, end of year                           100,785       $     4.58           54,261       $     6.32
                                             ==============   ==============   ==============   ==============

Weighted average fair
    value of options granted                                     $     2.02                        $     2.40
                                                              ==============                    ==============



--------------------------------------------------------------------------------------------------------------
Page F-30

</TABLE>

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------



11. STOCKHOLDERS' EQUITY (continued)

Stock Options (continued)
-------------------------

161,442 of the  outstanding  options at December 31, 2002 have  exercise  prices
between  $2.00 per share to $4.00 per share,  with a weighted  average  exercise
price of $2.60 and a weighted  average  remaining  contractual  life of 8 years.
89,560 of these  options are  exercisable  at December 31,  2002.  11,225 of the
options outstanding at December 31, 2002 have exercise prices between $16.00 per
share to $50.00 per share,  with a weighted average exercise price of $20.20 per
share and a weighted average  remaining  contractual life of 2 years. All of the
11,225 options are exercisable at December 31, 2002.

Had  compensation  costs for the  Company's  2002 and 2001  options  granted  to
employees been determined under SFAS 123, the minimum value of each option would
have been estimated using the Black-Scholes  option pricing model on the date of
grant using the  following  assumptions:  (i) no dividend  yield,  (ii)  average
volatility  ranging from 366% to 470%, (iii) weighted average risk free interest
rate of approximately 4% and (iv) average expected useful life of 5 years.

Warrants
---------

From time to time, the Company issues  warrants  pursuant to various  consulting
agreements.

In May 2001,  the  Company  granted to an  investor a warrant to  purchase up to
26,000 shares of the Company's  restricted  common stock at an exercise price of
$5.00 per  share  (see Note  11).  The  warrant  vested on the date of grant and
expired  in  October  2002.  As  the  warrant  was  issued  in  connection  with
fundraising activities, no consulting expense was recognized in the consolidated
statements of operations.

In May 2001, the Company granted to a third party service  provider a warrant to
purchase up to 15,000  shares of the  Company's  restricted  common  stock at an
exercise price of $5.00 per share valued at $75,000  (pursuant to SFAS 123 using
the Black-Scholes pricing model). The warrant vested on the date of grant and is
exercisable  through May 2006. The Company  originally  capitalized the value of
the warrant under a license agreement that the Company  terminated during fiscal
year 2001 (see Note 10). As a result, the Company wrote off the entire amount of
$75,000 to general and administrative expense in the accompanying  statements of
operations for the year ended December 31, 2001.

In July 2001,  the  Company  granted to an  investor a warrant to purchase up to
62,494 shares of the Company's  restricted  common stock at an exercise price of
$8.00 per share valued on a pro-rata basis at approximately  $137,500  (pursuant
to SFAS 123 using the  Black-Scholes  pricing model).  The warrants were to vest
upon conversion of the related note payable. The related warrant was canceled in
connection  with an  amendment  to the  convertible  note  payable  prior to the
recognition of any related expense (see Note 8).

In December 2001, the Company  granted to a note holder a warrant to purchase up
to 5,000 shares of the Company's restricted common stock at an exercise price of
$5.00 per share valued on a pro-rata basis at approximately $14,000 (pursuant to
SFAS 123 using the  Black-Scholes  pricing  model),  that was recorded as a debt
discount  and  immediately  amortized  to interest  expense in the  accompanying
statements  of  operations.  The  warrant  vested  on the date of  grant  and is
exercisable through December 2006. The Company paid off the related note payable
totaling approximately $62,000 during the year ended December 31, 2002.


--------------------------------------------------------------------------------
Page F-31

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

11. STOCKHOLDERS' EQUITY (continued)

Warrants (continued)
--------------------

The following  represents a summary of warrants  outstanding for the years ended
December 31, 2002 and 2001:

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


                                                                              Year Ended December 31,

                                               -----------------------------------------------------------------
                                                             2002                              2001
                                               -------------------------------   -------------------------------
                                                                  Weighted                          Weighted
                                                                   Average                           Average
                                                  Warrants          Price          Warrants           Price
                                               --------------   --------------   --------------   --------------
                                                     149,244    $       26.80                -    $           -
Outstanding, beginning of year
   Granted                                                 -                -          108,494             6.80
   Warrants outstanding
     Pursuant to the Reorganization
     of WINS (see Note 2)                                  -                -           40,750            80.00
   Exercised                                               -                -                -                -
   Cancelled/Forfeited                              (129,244)           30.00                -                -
                                               --------------   --------------   --------------   --------------

Outstanding, end of year                              20,000    $        5.00          149,244    $       26.80
                                               ==============   ==============   ==============   ==============

Exercisable, end of year                              20,000    $        5.00           86,750    $       40.20
                                               ==============   ==============   ==============   ==============

Weighted average fair
   value of warrants granted                                                                      $        4.80
                                                                                                  ==============

</TABLE>

All of the warrants  outstanding  at December 31, 2002 have an exercise price of
$5.00 per share and a weighted average remaining  contractual life of 3.5 years.
All of the warrants are exercisable at December 31, 2002.

The fair  value of each  warrant  granted  during  2001(there  were no  warrants
granted during 2002) for services is estimated using the  Black-Scholes  pricing
model on the date of grant  using the  following  assumptions:  (i) no  dividend
yield,  (ii)  average  volatility  of 380%,  (iii)  weighted  average  risk free
interest rate of approximately 4.5%, and (iv) average expected life of 5 years.


--------------------------------------------------------------------------------
Page F-32

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------


12. INCOME TAX PROVISION

Income tax expense for the years ended  December 31, 2001 and 2000 differed from
the amounts  computed by applying the U.S. Federal income tax rate of 34 percent
to the income from continuing  operations before provision for income taxes as a
result of the following:


                                                    2002             2001
                                               -------------   -------------

Computed "expected" tax (benefit) expense      $   (172,000)   $   (438,000)

Reduction in income taxes resulting from:
     Change in deferred tax assets
        valuation allowance                         207,000         523,000
     Other                                               -            1,600
     State and local income taxes,
       net of federal benefit                       (35,000)        (85,000)
                                               -------------   -------------

                                               $          -    $      1,600
                                               =============   =============

The tax effects of temporary  differences that give rise to significant portions
of deferred tax assets at December 31, 2002 are presented below:

Deferred tax assets:
     Accounts receivable, principally due to
        allowance for doubtful accounts                        $     60,000
     Inventories, principally due to allowance
        for obsolete inventory                                      180,000
     Goodwill, principally due to impairment                        185,000
     Net operating loss carryforwards                               611,000
                                                               -------------
           Total gross deferred tax assets                        1,036,000

           Less valuation allowance                              (1,036,000)
                                                               -------------

           Net deferred tax assets                             $          -
                                                               =============


The valuation allowance for deferred tax assets from continuing operations as of
January 1, 2001 was $829,000.  The net change in the total  valuation  allowance
for the year ended  December  31, 2002 and 2001 was an increase of $207,000  and
$523,000, respectively.

As of December 31, 2001, the Company had tax net operating loss carryforwards of
approximately $1,700,000 and $812,000 available to offset future taxable Federal
and state  income,  respectively.  The  carryforward  amounts  expire in varying
amounts between 2002 and 2022.

Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,  net
operating  loss  carryforwards  for Federal  income tax  reporting  purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss  carryforwards  may  be  limited  as  to  use  in  future  years.  Further,
utilization of the Company's state NOLs for tax years beginning in 2002 and 2003
will be suspended under provisions of California law.


--------------------------------------------------------------------------------
Page F-33

<PAGE>

--------------------------------------------------------------------------------
                      GT DATA CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Years Ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

13. EARNINGS PER SHARE

The following is a  reconciliation  of the  numerators and  denominators  of the
basic and diluted  earnings per share  computations for the years ended December
31, 2002 and 2001:

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


                                                                 2002             2001
                                                            --------------   --------------

Numerator for basic and diluted earnings per share:
   Net loss charged to common stockholders                  $    (504,122)   $  (1,288,471)
                                                            --------------   --------------

Denominator for basic and diluted earnings per share:
   Weighted average shares                                      1,567,646          770,979
                                                            --------------   --------------

Basic and diluted earnings per share                        $       (0.32)   $       (1.67)
                                                            ==============   ==============

</TABLE>

14. EMPLOYEE BENEFIT PLAN

The Company  sponsors a defined  contribution  401(k)  plan.  Substantially  all
employees  of the Company who have  attained the age of 21 and  completed  three
months of service are eligible  participants  of the plan.  The Company does not
match contributions of the plan. As a result, the costs related to the plan were
insignificant to the Company during fiscal 2002 and 2001.


15. SUBSEQUENT EVENTS

Subsequent to December 31, 2002,  the Company's  Board of Directors and majority
stockholders  approved an increase in the Company's  2001 stock option plan from
10,000,000 shares to 45,000,000 shares. In addition, the Company granted options
to its  employees  totaling  1,597,050  shares,  with the exercise  price set at
$0.60.



--------------------------------------------------------------------------------
Page F-34

<PAGE>

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

       Effective January 18, 2002, the Company dismissed Corbin & Wertz as its
principal accountant. There were no disagreements between the Company and Corbin
& Wertz during the interim periods in which the Company retained Corbin & Wertz
as its principal accountant.

       Effective January 18, 2002, the Company engaged Squar, Milner, Reehl &
Williamson, LLP to act as the Company's principal accountant and auditor. The
board of directors of the Company recommended the engagement of Squar, Milner,
Reehl & Williamson, LLP as the Company's principal accountant.


                                    Part III

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

       The following table sets forth the names and ages of the current
directors and executive officers of the Company, the principal officers and
positions with the Company held by each person and the date each person became a
director or executive officer of the Company. The executive officers of the
Company are elected annually by the Board of Directors. The directors serve
one-year terms until their successors are elected. The executive officers serve
one year terms or until their death, resignation or removal by the Board of
Directors. There was no arrangement or understanding between any executive
officer and any other executive officer.

                                       20
<PAGE>

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

                                                                    Date of        Date of
                                                                    Election or    Termination or
Name                  Age    Positions Held                         Designation    Resignation
------------------    ---    -----------------------------------    -----------    --------------

Robert Genesi (1)      65    Chief Executive Officer President,         3/01               *
                             Secretary and Chairman of the Board

John Genesi (1)        38    Chief Financial Officer TSLi               3/01               *
                             Chief Financial Officer GTDA              10/02               *
                             Director                                  10/02               *

Mark Brennan (1)       38    Director                                  10/02               *

Jerry DeCiccio (2)     44    Director                                  11/02             2/03

Larry Gluck (1)        49    Chief Executive Officer - TSLi             1/03               *

Robert Mullaney (3)    45    Executive Vice President- Sales            3/01             1/03
                             and President TSLi

Gary Potts (4)               Director                                  12/01             3/02

</TABLE>
-------------
(1)   These persons presently serve in the capacities indicated.

(2)   Jerry DeCiccio resigned as a member of the Company's Board of Directors
      and as head of its Audit Committee on February 28, 2003.

(3)   Effective January 13, 2003, Mr. Mullaney was no longer an employee of the
      Company or its wholly-owned subsidiary, TSLi.

(4)   Mr. Potts resigned as the Chief Financial Officer of GTDATA in March 2002.


       ROBERT GENESI. Mr. Genesi is a co-founder of GTData Corporation and CEO,
Secretary and Chairman of the Board. He has extensive experience with start-up
companies and turnaround situations in the technology sector, including the
storage industry sector. He has in excess of 25 years of operating experience in
senior and corporate level positions with a variety of major technology firms.
Prior to co-founding GTData Corporation, Mr. Genesi was President and CEO of
IData Corporation, a company that develops linear storage products. Mr. Genesi
was President and COO or Read-Rite Corporation from 1987 to 1993, President and
CEO of Rexon Corporation from 1994 to 1996, and President and CEO of DAS Devices
from 1997 to 1998. He has been involved in many different areas during his
career, including production, finance, marketing, and human resources. Mr.
Genesi is an engineer by training.

                                       21
<PAGE>

       JOHN GENESI. Mr. Genesi is currently CFO of TSLi and GTDATA and has been
since March, 2000 and October 2002, respectively. He is also a member of the
Board of Directors. Prior to joining TSLi, he was Controller and Accounting
Manager of DAS Devices, Inc., a data storage related company from February 1997
to April 1999. Mr. Genesi has more than 12 years of financial management
experience and is experienced in all facets of financial reporting, systems and
control.

       MARK BRENNAN. Mr. Brennan is currently a member of the Company's Board of
Directors, a position he has held since October 2002. Mr. Brennan is a founding
Partner of Linear Capital Corp., and has been an active participant in the
investment community in North America and Europe for over 15 years. Mr. Brennan
has extensive experience in the areas of Institutional Sales, Trading, Corporate
Finance, Corporate Advisory and Marketing services. Previously, Mr. Brennan was
a financial Investor Relations consultant to a number of private and publicly
traded companies in the entertainment, technology and biotechnology segments and
held Institutional Sales positions at First Marathon UK Ltd. and Richardson
Greenshields. Mr. Brennan holds a Bachelor of Arts (Economics) degree from the
University of King's College.

       JERRY DECICCIO. Mr. DeCiccio joined the Company in November 2002 as a
Director and the head of the Company's Audit Committee. Mr. DeCiccio has over
twenty years experience in the financial and accounting field. Mr. DeCiccio is
currently the Chief Financial Officer at GTC Telecom Corporation (GTCC.OB).
Prior to joining GTC, Mr. DeCiccio was the Vice President of Finance and
Administration for National Telephone & Communications, Inc., ("NT&C"), a $150
million inter-exchange carrier and provider of communications products and
services. While at NT&C, Mr. DeCiccio managed NT&C's finance, accounting, human
resources, and legal departments. Between 1995 and 1997, Mr. DeCiccio was the
Corporate Controller for Newport Corporation, a $140 million multi-national
manufacturer/distributor of laser and optics products. Prior to that, Mr.
DeCiccio was the Director of Audit and Quality Systems for Sunrise Medical,
Inc., a $750 million multi-national manufacturer/distributor of health care
products

       LARRY GLUCK. Mr. Gluck is currently the Chief Executive Officer of TSLi,
the Company's wholly-owned subsidiary. Mr. Gluck is also currently the President
of Foxtec Corporation, a position he has held since 1994. Mr. Gluck has held
engineering and manufacturing management positions with Philips Electronics and
Mitel. His areas of expertise include disk drive manufacturing, servers, and
test systems.

       ROBERT MULLANEY. Mr. Mullaney was Executive Vice President -Sales for
GTDATA and CEO and President of TSLi, a company that he led from 1996 up through
year-end 2002. TSLi is engaged in the mass storage service business and provides
solutions for hard drives, tape drives and other mass storage products. Mr.
Mullaney has more than 22 years of direct mass storage service and manufacturing
experience at companies including, Rexon Corporation and DEI. His areas of
expertise include critical growth components such as market distribution and
sales, major program negotiations, new product marketing and senior management
assembling and implementation.

       GARY POTTS. Mr. Potts was the President and CEO of MaxOptix Corporation
from 1995 to 2001, a company that develops, manufacturers and sells optical disk
drives and media supporting high performance data acquisition and archiving. He
has over 10 years experience in the technology industry. Mr. Potts was also Vice
President and CFO of Mountain Network Solutions, Inc. and National Water
Management Corporation. In addition, he has significant experience in raising
venture capital.

Family Relationships
--------------------

       Robert Genesi, the President and CEO of GTDATA Corp., and the Chairman of
the Company's Board of Directors, is the father of John Genesi, the Company's
CFO and a member of the Company's Board of Directors. There are no other family
relationships between or among the directors, executive officers, or persons
nominated or charged by the Company to become directors or executive officers.

                                       22
<PAGE>

Involvement in Legal Proceedings
--------------------------------

       To the best of the Company's knowledge, during the past five years, none
of the following occurred with respect to a present or former director or
executive officer of the Company: (1) any bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time; (2) any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3)
being subject to any order, judgment, or decree not subsequently reversed,
suspended, or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending, or otherwise limiting his
involvement in any type of business, securities, or banking activities; and (4)
being found by a court of competent jurisdiction (in a civil action) by the SEC
or the Commodities Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

       Section 16(a) of the Securities Exchange Act of 1934 requires that
officers, directors and persons who beneficially own more than 10% of the
Company's common stock file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Except as described below, based solely
upon a review of reports submitted and representations made to the Company, we
believe that during fiscal 2002, our executive officers, directors and 10%
stockholders complied with all applicable Section 16(a) filing requirements,
except that Mr. Robert Genesi and Mr. John Genesi each filed on late report on
Form 5.

Key Employees
-------------

     GARY MENDELSOHN. Mr. Mendelsohn is the Director of Customer Service for
TSLi and has been since 1997. He has been in the tape drive and storage industry
for more than 20 years. Mr. Mendelsohn has managed customer service and inside
sales operations, with a direct emphasis on tape OEM qualification and support.

ITEM 10. EXECUTIVE COMPENSATION.

       The summary compensation table shows certain compensation information for
services rendered for the years ended December 31, 2002, 2001 and 2000. Other
than as set forth herein, no executive officers' salary and bonus exceeded
$100,000 in any of the applicable years. The following information includes the
dollar value of base salaries, bonus awards, the number of stock options granted
and certain other compensation, if any, whether paid or deferred.

<TABLE>
<CAPTION>
                                             SUMMARY COMPENSATION TABLE

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

                                               Long Term Compensation
-------------------------------------------------------------------------------------------------------------------
                                Annual Compensation                                     Awards            Payouts
----------------------------------------------------------------------------  -------------------------  ----------
                                                                                            Securities
                                                                                            Underlying
Name and                Year       Salary       Bonus        Other Annual      Restricted   SARs (#)      All
Principal                                       Comp.        Comp.             Stock        Options/      Other
Position                                                                       Comp.        Payouts ($)   Payouts
--------------------  --------  ------------  ----------  ------------------  ------------  -----------  ----------

Robert Genesi,          2002       $130,000        -0-           $60,437(2)           --           --          --
Chief Executive         2001       $206,000        -0-           $81,965(3)           --           --          --
Officer, President
and Secretary(1)
--------------------  --------  ------------  ----------  ------------------  ------------  -----------  ----------
Robert Mullaney,        2002       $230,946     $29,500          $32,400(4)           --           --          --
Executive Vice          2001       $230,935     $39,500          $84,639(5)           --    35,000/0(6)        --
President-Sales
and President -
TSLi(1)
--------------------  --------  ------------  ----------  ------------------  ------------  -----------  ----------
John Genesi,            2002       $114,340      $4,500          $12,000(7)           --           --          --
Chief Financial         2001       $104,625     $21,500          $11,507(8)           --    20,000/0(6)        --
Officer - TSLi(1)
--------------------  --------  ------------  ----------  ------------------  ------------  -----------  ----------
Steven H. Hansen        2001        $96,000        -0-                -0-             --           --          --
President(9)            2000        $84,800        -0-                -0-     $262,500(10)         --          --
--------------------  --------  ------------  ----------  ------------------  ------------  -----------  ----------

                                       23
<PAGE>
<FN>

(1)   Compensation is only included for fiscal 2002 and 2001 for Messrs. Robert Genesi, Robert Mullaney, and John Genesi since they
      first became executive officers in fiscal 2001.

(2)   Includes $46,630 for housing allowance and $13,807 for car allowance.

(3)   Includes $67,665 for housing allowance and $14,300 for car allowance.

(4)   Includes $12,000 for golf membership and $20,400 for car allowance.

(5)   Includes $27,830 for repayment of a personal loan, $20,000 for cashed out accrued vacation, and $16,800 for car allowance.

(6)   The option grants during fiscal year 2001 have been adjusted to reflect the 1 for 20 reverse stock split effective
      February 17, 2003.

(7)   Includes $12,000 for car allowance.

(8)   Includes $11,507 for car allowance.

(9)   Mr. Hansen resigned as President in March 2001.

(10)  Mr. Hansen received $262,500 for services paid for with common stock.

</FN>
</TABLE>
<TABLE>
<S>                  <C>                    <C>              <C>                 <C>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                             % of Total
                        Number of            Options/SARs
                        Securities           Granted to
                        Underlying Options   Employees in      Exercise Price Per
        Name            Granted (#)          Fiscal Year (1)   Share ($/SH)         Expiration Date
---------------------   ------------------   ---------------   ------------------   ----------------

Robert Genesi                 --                  --                 --                  --
Robert Mullaney               --                  --                 --                  --
John Genesi                   --                  --                 --                  --

</TABLE>


(1) During fiscal year 2002, there were no options issued to these individuals.


                                       24
<PAGE>


          AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
<TABLE>
<S>                   <C>                  <C>                <C>                     <C>


                                                               Number of Securities     Value of Unexercised
                                                               Underlying Unexercised   In-the-Money
                                                               Options/SARs at FY-End   Options/SARs at FY-End
                        Shares                                     (#)                         ($)
                        Acquired on                            Exercisable/             Execersable/
        Name            Exercise (#)         Value Realized    Unexercisable            Unexercisable(1)
---------------------   ------------------   ---------------   ----------------------   -----------------------

Robert Genesi                   -0-                -0-              33,334/0                 0/0
Robert Mullaney                 -0-                -0-              31,251/20,416            0/0
John Genesi                     -0-                -0-              19,167/11,667            0/0

</TABLE>

(1)    The stock price for the Company's stock on the Over the Counter Bulletin
       Board at December 31, 2002 was $0.60 per share on a post-split basis. The
       above-mentioned options have been adjusted for the 1 for 20 reverse stock
       split that was effective February 17, 2003.


       In February 2000, GT Data Delaware board of directors and majority
shareholders approved and adopted the GT Data Corporation 2000 Stock Option Plan
(the "2000 Plan"). As amended, a total of 3,333,333 shares of common stock are
reserved for issuance under the 2000 Plan. The exercise price for each option
shall be equal to 100% to 110% of the fair market value of the common stock on
the date of grant, as defined. The 2000 Plan shall terminate ten (10) years
after its adoption by the board of directors and may be terminated by the board
of directors on any earlier date, as defined.

       In March 2001, the Company's board of directors and majority shareholders
approved and adopted the GTDATA Corporation 2001 Stock Option Plan (the "2001
Plan"). As amended, a total of 45,000,000 shares of common stock are reserved
for issuance under the 2001 Plan. The exercise price of each option shall be no
less than 100% to 110% of the fair market value of the common stock on the date
of grant, as defined. The 2001 Plan shall terminate ten years after its adoption
by the board of directors and may be terminated by the board of directors on any
earlier date, as defined.

       On February 13, 2003, the Company's Board of Directors and majority
shareholders approved an increase in the Company's 2001 Stock Option plan from
10,000,000 shares to 45,000,000 shares. On March 3, 2003, the Company granted
options to its employees totaling 1,597,050 shares, with the exercise price set
at $0.60.

       During the year ended December 31, 2000, the Company issued options
pursuant to the 2000 Plan to purchase 291,400 shares (6,325 were cancelled
during fiscal 2000) of the Company's common stock at exercise prices ranging
from $1.50 per share to $1.80 per share (the estimated fair market values at the
dates of grant). The options vest over a three-year period from the dates of
grant and are exercisable through December 20, 2008. During fiscal 2001 and
pursuant to the reverse merger agreement with WINS, the Company cancelled the
remaining 285,075 options and issued new options from the reorganized Company to
purchase 95,000 shares of the Company's common stock at an exercise price of
$2.70 per share. All terms and vesting requirements remained identical to the
original options issued.

       Under the terms of the TSLi acquisition agreement and pursuant to the
2000 Plan, the Company granted options to purchase 725 shares of the Company's
common stock at an exercise price of $1.50 per share (the estimated fair market
value on the date of grant by GT Data Delaware) to employees of TSLi for options
which were previously issued to purchase 1,740 shares of TSLi common stock. Due
to the exercise price being equal to the estimated fair market value, no
additional amount was allocated to the purchase price of the acquisition related
to the value of these options. The options vest over a three-year period from
the date of grant and are exercisable through December 20, 2008. During fiscal
2001 and pursuant to the reverse merger agreement with WINS, the Company
cancelled the 725 options and issued new options from the reorganized Company to
purchase 242 shares the Company's common stock at an exercise price of $2.70 per
share. All terms and vesting requirements remained identical to the original
options issued.

                                       25
<PAGE>


       During the year ended December 31, 2001, the Company issued options
pursuant to the 2001 Plan to purchase 91,084 shares of the Company's common
stock at exercise prices ranging from $2.40 to $2.70 per share (the estimated
fair market value at the date of grant). The options vest over a three-year
period from the dates of grant and are exercisable through October 2011.

       During the year ended December 31, 2002, the Company issued options
pursuant to the 2001 Plan to purchase 33,333 shares of the Company's common
stock at exercise prices ranging from $2.00 to $4.00 per share (the estimated
fair market value at the date of grant). The options vest over a three-year
period from the dates of grant and are exercisable through October 2012.

Director Compensation
---------------------

       For the fiscal years ended 1999, 2000, and 2001, directors of the Company
received no compensation. During fiscal year 2002, Jerry DeCiccio, the head of
the Company's Audit Committee, earned compensation totaling $1,750. At the time
of this filing, the compensation earned by Mr. DeCiccio in fiscal year 2002 has
been accrued but not paid. On February 28, 2003, Mr. DeCiccio resigned as a
director and as head of the Company's audit committee, with the Company owing
him $8,000 in unpaid compensation.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       The following table sets forth, as of December 31, 2002, the number of
shares of GTDATA common stock owned by (1) each person or entity known to
beneficially own more than 5% of the outstanding shares; (2) each of the
officers named in the Summary Compensation Table; (3) each director; and (4) all
directors and executive officers as a group.


                                       26
<PAGE>



------------------------------------- ------------------------ ----------------
                                       Number of Shares           Percentage
  Name and Address                     Beneficially Owned         of Class (1)
------------------------------------- ------------------------ ----------------

First Wave Inc (2)                       937,500                    27.3%
87 Front Street East
4th Floor, Suite 400
Toronto, Ontario  M5E-1B8
------------------------------------- ------------------------ ----------------
Robert Genesi (3)                        866,039                    25.0%
625 Cochran Street
Simi Valley, California  93065
------------------------------------- ------------------------ ----------------
Robert Mullaney (4)                      57,612                     1.7%
625 Cochran Street
Simi Valley, CA  93062

------------------------------------- ------------------------ ----------------
John Genesi (5)                          31,186                     0.9%
625 Cochran Street
Simi Valley, CA  93605
------------------------------------- ------------------------ ----------------
Anthony Giraudo (6)                      355,550                    10.3%
625 Cochran Street
Simi Valley, California  93065
------------------------------------- ------------------------ ----------------
General Pacific Partners (7)             345,834                    10.1%
2333 East Pacific Coast Highway
Suite D
Newport Beach, CA  92625
------------------------------------- ------------------------ ----------------
Linear Capital Corp. (8)                 124,500                    3.6%
55 University Ave
Suite 1212
Toronto, Ontario  M5J-2H7
------------------------------------- ------------------------ ----------------
Mark Brennan (9)                         124,500                    3.6%
625 Cochran Street
Simi Valley, California 93065
------------------------------------- ------------------------ ----------------
Larry Gluck (10)                         *                          *
625 Cochran Street
Simi Valley, California 93065
------------------------------------- ------------------------ ----------------
Jerry DeCiccio (11)                      *                          *
625 Cochran Street
Simi Valley, California 93065
------------------------------------- ------------------------ ----------------
Gary Potts (12)                          *                          *
625 Cochran Street
Simi Valley, California 93065
------------------------------------- ------------------------ ----------------

All directors and executive              1,079,337                  30.6%
officers as a group (5 persons
named above) (13)
------------------------------------- ------------------------ ----------------
* Less than 1% of the Company's common stock.


                                       27
<PAGE>


All share data in the preceding table has been adjusted to reflect the 1 for 20
reverse stock split that was effective February 17, 2003.

(1)    The number and percentage of shares beneficially owned is determined in
       accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
       amended and the information is not necessarily indicative of beneficial
       ownership for any other purpose. Under this rule, beneficial ownership
       includes any shares as to which the individual or entity has voting power
       or investment power and any shares, which the individual has the right to
       acquire within 60 days of March 31, 2003 through the exercise of any
       stock option or other right. Unless otherwise indicated in the footnotes,
       each person or entity has sole voting and investment power or shares
       voting and investment power with his or her spouse with respect to the
       shares shown as beneficially owned.

(2)    First Wave Inc. is a third party investor who originally invested
       $375,000 in the Company via a convertible note in June 2001. First Wave
       Inc. converted the $375,000 note in September 2002 at a post-split
       conversion price of $0.40 per share.

(3)    Includes 125,513 shares held directly, 707,192 shares held indirectly by
       Genesi Family Partnership, Ltd., 1 share held jointly with Anthony
       Giraudo, and 33,334 stock options exercisable within sixty (60) days of
       March 31, 2003.

(4)    Includes 7,500 shares held jointly with his wife, 14,000 shares held
       directly, and 36,112 stock options exercisable within sixty (60) days of
       March 31, 2003. Effective January 13, 2003, Mr. Mullaney was no longer an
       employee of GTDATA Corporation or its wholly-owned subsidiary, TSLi.

(5)    Includes 9,241 shares held directly and 21,945 stock options exercisable
       within 60 days of March 31, 2003.

(6)    Includes 328,798 shares held directly, 23,418 shares held indirectly by
       the Giraudo Special 2000 Family Trust, 1 share held jointly with Robert
       Genesi, and 3,334 stock options exercisable within sixty (60) days of
       March 31, 2003.

(7)    General Pacific Partners (GPP) is a promoter/outside consultant who was
       hired by the Company in June 2002. In November 2002 GPP converted
       $115,000 of its fees into 287,500 shares of the Company's common stock,
       which equates to a post-split conversion price of $0.40 per share. In
       December 2002, GPP converted the final $35,000 of fees owed them into
       58,334 shares of the Company's common stock, with the post-split
       conversion price equaling $0.60 per share.

(8)    Linear Capital Corp. (LCC) is a finder who has secured $415,000 in
       funding for the Company since June 2001. In November 2002, LCC converted
       $49,800 of its commission (the total commission earned by LCC on the
       $415,000 was $66,400) into the Company's common stock at a post-split
       price of $0.40 per share, resulting in 124,500 shares of the Company's
       common stock being issued to LCC.

       Mark Brennan, who's a member of the Company's Board of Directors, is a
       partner at LLC. As a result, the shares owned by LLC are included in the
       total number of shares owned by officers and directors of the Company
       (See notes 9 and 12).

(9)    Mark Brennan, who is a member of the Company's Board of Directors, is a
       partner at LLC. As a result, the shares owned by LLC are included in the
       total number of shares owned by Mark Brennan and by LLC (See notes 8 and
       12).

(10)   Larry Gluck was named Chief Executive Officer of the Company's
       wholly-owned subsidiary, TSLi, on January 14, 2003. At this time, Mr.
       Gluck does not own, nor have options to purchase, any shares of the
       Company's common stock.

(11)   Jerry DeCiccio was nominated to the Company's Board of Directors in
       December 2002, pursuant to his being hired to oversee the Company's Audit
       Committee. Mr. DeCiccio subsequently resigned from the Company's board,
       and its audit committee, effective February 28, 2003. At the time of his
       resignation, Mr. DeCiccio did not own, nor have options to purchase, any
       shares of the Company's common stock.

(12)   Gary Potts was appointed to the Company's Board of Directors in December
       2001. Mr. Potts resigned as a member of the Board of Directors of the
       Company's in March 2002. At the time of his resignation, Mr. Potts did
       not own, nor have options to purchase, any shares of the Company's common
       stock.

(13)   In calculating shares owned by the Company's officers and directors, the
       only individuals included were Robert Genesi, Robert Mullaney, John
       Genesi, and Mark Brennan, who oversees the shares owned by Linear Capital
       Corporation. Mr. Gluck, Mr. DeCiccio, and Mr. Potts do not own any shares
       of the Company's common stock, nor do they have options to purchase
       shares of the Company's common stock.


                                       28
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

       In September 2002, the Company issued 750,000 shares of its common stock,
on a post-split basis, to a Founder of the Company in exchange for the Founder
converting a $300,000 loan made to the Company into the Company's common stock.
On a post-split basis, the conversion price was $0.40 per share.

       In September 2002, the Company issued 175,000 shares of its common stock,
on a post-split basis, to a Founder of the Company in exchange for the Founder
converting a $70,000 loan made to the Company into the Company's common stock.
On a post-split basis, the conversion price was $0.40 per share.

       In October 2002, the Company issued 50,000 shares of its common stock, on
a post-split basis, to a related party in exchange for that party converting a
$20,000 loan made to the Company into the Company's common stock. On a
post-split basis, the conversion price was $0.40 per share.

       Robert Genesi, Chairman and CEO of the Company, agreed to forgive
approximately $436,000 in accrued, unpaid, back wages that were owed to him. The
agreement was effective December 31, 2002 and is included in the accompanying
Consolidated Statement of Operations.

       During the year ending December 31, 2002, the Company reclassified to
additional paid-in capital $360,789 that was previously recorded as
subscriptions receivable on the Consolidated Balance Sheet. The subscriptions
receivable were related to founder's stock granted to Robert Genesi, the
Company's CEO and President, and Tony Giraudo, a founder of the Company. The
Company reclassed $348,588 as a reduction to additional paid-in capital at
December 31, 2002.

       The Company paid Linear Capital Corp. (LCC), a finder, commissions
totaling $66,400 for their efforts in securing $415,000 in financing for the
Company. The $415,000 consists of a $375,000 convertible note payable and a
$40,000 convertible note payable, both of which were converted into the
Company's common stock during fiscal year 2002. Per the terms of the Finders
Agreement, LCC was to receive a 16% commission, of which 50% was to be paid in
cash and the remaining 50% in the Company's common stock. The actual payment of
the $66,400 consisted of a cash payment totaling $16,600, with the remaining
$49,800 being paid by the issuance of 124,500 shares of the Company's common
stock at $0.40 per share (fair market value based on the market price on the
date of grant). Mark Brennan, a member of the Company's Board of Directors, is a
partner at LCC.

       During fiscal year 2001, GTDATA received working capital loans from
certain shareholders in the amount of $130,000. The borrowings accrue interest
at 8% per annum and mature through November 2002.

       Fairway Capital Partners, LLC, a stockholder of GTDATA, received a
finder's fee of 750,000 shares of common stock, for the consummation of the
merger with GTData Delaware that took place in March 2001.

       On April 30, 2001, GTDATA sold all of the assets of its pre-existing
Internet business to Steven K. Hansen, a former director and officer of GTDATA
Corporation. GTDATA sold the operations at a loss of $100,183.

Transactions with Promoters
---------------------------

         During fiscal year 2002, the Company recorded $160,000 in fees relating
to its consulting agreement with General Pacific Partners (GPP), which include a
$25,000 engagement fee, monthly consulting fees of $105,000 (7 months at $15,000
per month), and a $30,000 buy-out fee to terminate the relationship effective
December 31, 2002. The $160,000 in fees was paid as follows:

         $10,000 was paid in cash,

         $115,000 was paid by issuing GPP 287,500 shares of the Company's common
            stock at a conversion price of $0.40 per share

         $35,000 was paid by issuing GPP 58,333 shares of the Company's common
            stock at a conversion price of $0.60 per share

                                       29
<PAGE>


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

(a)      Exhibits

         3.1 Articles of Incorporation filed March 17, 1986, which is
incorporated herein by reference to Exhibit 3.1 to the Registrant's Statement on
Form SB-2, Registration No. 333-35766, as amended (Registrant's Form SB-2)

         3.2  Articles of Amendment filed September 5, 1996, which is
incorporated herein by reference to Exhibit 3.1 to the Registrant's Statement on
Form SB-2.

         3.3 Certificate Pursuant to section 78.207(4) of the Nevada Revised
Statues filed October 11, 1996, which is incorporated h herein by reference to
Exhibit 3.1 to the Registrant's Statement on Form SB-2.

         3.4 Certificate Pursuant to section 78.207(4) of the Nevada Revised
Statues filed October 24, 1996, which is incorporated herein by reference to
Exhibit 3.1 to the Registrant's Statement on Form SB-2.

         3.5 Certificate of Amendment filed March 30, 1998, which is
incorporated herein by reference to Exhibit 3.1 to the Registrant's Statement on
Form SB-2.

         3.6  Certificate of Amendment filed August 31, 1998, which is
incorporated herein by reference to Exhibit 3.1 to the Registrant's Statement on
Form SB-2.

         3.7 Certificate Pursuant to Section 78.207(4) of the Nevada Revised
Statutes filed March 16, 2001.

         3.8  Amended Bylaws of World Internetworks, Inc.

         3.9 Certificate of Amendment filed November 30, 2001.

         10.1 Agreement and Plan of Reorganization and Merger dated February 27,
2001 between GTDATA, Inc., GTD Acquisition, Inc. and GTData Corporation, which
is incorporated herein by reference to Exhibit 2.1 to the Registrant's Statement
on Form 8-K dated March 22, 2001.

         21.1*  Subsidiaries of Registrant.

         99.1  Certificate pursuant to section 906

         99.2  Certificate pursuant to section 906

(b) Forms 8-K filed during the fiscal year ended December 31, 2002 and to date.

         (i) 8-K Current Report dated January 24, 2002

         (ii) 8-K Current Report dated December 13, 2002

                                       30
<PAGE>

ITEM 14. CONTROL AND PROCEDURES

       Bob Genesi and John Genesi, the Company's Chief Executive Officer and
Chief Financial Officer, respectively, have evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Rule 13a-14(c) under
the Securities Exchange Act of (1934) as of a date within 90 days of the filing
of this report. Based on that evaluation, we have concluded that the Company's
disclosure controls and procedures are adequate and effective. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to the date Mr.
Genesi and Mr. Genesi completed their evaluation.


                                   SIGNATURES

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

Date:  April 14, 2003        GTDATA CORPORATION

                             /s/ Robert Genesi
                             -------------------------------------------------
                             Robert Genesi, Chief Executive Officer

                             /s/ John Genesi
                             -------------------------------------------------
                             John Genesi, Chief Financial Officer and Director


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

Date: April 14, 2003         /s/ Robert Genesi
                             ---------------------------------------------------
                             Robert Genesi, Chief Executive Officer and Director

Date: April 14, 2003         /s/ John Genesi
                             ---------------------------------------------------
                             John Genesi, Chief Financial Officer and Director

                                       31
<PAGE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


I, Robert Genesi, certify that:

1.       I have reviewed that annual report on Form 10-KSB of GTDATA
         Corporation;

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

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

4.       I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
         the registrant and we have:

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

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

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

5.       I have disclosed, based on our most recent evaluation, to the
         registrant's auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent functions):

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

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

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

         Date:    April 14, 2003            By:      /s/ Robert Genesi
                                                     --------------------------
                                                     Robert Genesi
                                                     Chief Executive Officer

                                       32
<PAGE>



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


I, John Genesi, certify that:

1. I have reviewed that annual report on Form 10-KSB of GTDATA Corporation;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

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

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

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

5. I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

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

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

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

         Date:    April 14, 2003              By:  /s/ John Genesi
                                                   -------------------------
                                                   John Genesi
                                                   Chief Financial Officer



                                       33
<PAGE>



                                  EXHIBIT 21.1

                         SUBSIDIARIES OF THE REGISTRANT

Subsidiaries of GTDATA Corporation, a Nevada corporation:

GT Data Corporation, a Delaware corporation (100%)

        Technical Services & Logistics, Inc. (100% owned by GT Data Corporation)



                                       34
<PAGE>


                                  EXHIBIT 99.1

Certification

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code]

         Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 [subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code], the
undersigned officer of GTDATA Corporation, a Nevada corporation ("the Company"),
does hereby certify with respect to the Annual Report of the Company on Form
10-KSB for the fiscal year ended December 31, 2002 as filed with the Securities
and Exchange Commission (the "10-KSB Report") that:

     (1) the 10-KSB Report fully complies with the requirements of section 13(a)
         or 15(d) of the Securities and Exchange Act of 1934; and

     (2) the information contained in the 10-KSB Report fairly presents, in all
         material aspects, the financial condition and results of operations of
         the Company.

     A signed original of this written statement as required by section 906 has
been prepared by GTDATA Corporation and will be retained by GTDATA Corporation
and furnished to the Securities and Exchange Commission or its staff upon
request.

         Date:    April 14, 2003           By:      /s/ Robert Genesi
                                                    ----------------------------
                                                    Robert Genesi
                                                    Chief Executive Officer



                                       35
<PAGE>




                                  EXHIBIT 99.2

Certification

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code]

         Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 [subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code], the
undersigned officer of GTDATA Corporation, a Nevada corporation ("the Company"),
does hereby certify with respect to the Annual Report of the Company on Form
10-KSB for the fiscal year ended December 31, 2002 as filed with the Securities
and Exchange Commission (the "10-KSB Report") that:

                  (1)   the 10-KSB Report fully complies with the requirements
                        of section 13(a) or 15(d) of the Securities and Exchange
                        Act of 1934; and

                  (2)   the information contained in the 10-KSB Report fairly
                        presents, in all material aspects, the financial
                        condition and results of operations of the Company.

     A signed original of this written statement as required by section 906 has
been prepared by GTDATA Corporation and will be retained by GTDATA Corporation
and furnished to the Securities and Exchange Commission or its staff upon
request.

         Date:    April 14, 2003           By:      /s/ John Genesi
                                                    ---------------------------
                                                    John Genesi
                                                    Chief Financial Officer




                                       36