FORM 10-KSB

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

|x| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2004.

                                       OR

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

                        NOVEX SYSTEMS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

       New York                       0-26112                   41-1759882
(State of Jurisdiction)       (Commission File Number)     (IRS Employer ID No.)

42 Forest Lane                             Bronxville, New York      10708
(Address of Principal Executive offices)                           (Zip Code)

Registrant's telephone number, including area code 914-441-3591

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

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

                                            Name of each exchange on
     Title of each class                        which registered
     -------------------                  -----------------------------
Common Stock $.001 par value              OTC Electronic Bulletin Board

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

Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. |_|.

Based on the closing sale price of $.02 on May 31, 2004, the aggregate market
value of the voting stock held by nonaffiliates of the registrant was
approximately $500,000. The company had 25,245,187 shares of its $.001 par value
common stock and no shares of its $.001 par value preferred stock issued and
outstanding on May 31, 2004.

                       DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-K                                      Incorporated Document
---------------------                                      ---------------------
None

<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.

                                Table of Contents

                                                                       Page No.
                                                                       --------
Part I

Item 1.    Business and Risk Factors                                       1

Item 2.    Properties                                                     11

Item 3.    Legal Proceedings                                              11

Item 4.    Submission of Matters to a Vote of Security                    11
           Holders

Part II

Item 5.    Market for Registrant's Common Equity and Related              12
           Stockholder Matters

Item 6.    Selected Financial Data                                        13

Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                            13

Item 8.    Financial Statements and Supplementary Data                    17

Item 9.    Changes in and Disagreements with Accountants on               18
           Accounting and Financial Disclosure

Part III

Item 10.   Directors and Executive Officers of the Registrant             18

Item 11.   Executive Compensation                                         19

Item 12.   Security Ownership of Certain Beneficial Owners and
           Management                                                     20

Item 13.   Certain Relationships and Related Transactions                 22

Part IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on
           Form 8-K                                                       23


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                                     PART I

Item 1. Business and Risk Factors

Novex Systems International, Inc. (hereinafter "Novex") will be subject to
numerous and substantial economic, operational and other risks which should be
carefully evaluated. For a more detailed discussion of the risk factors involved
in the investment being offered in this offering, see the following Risk
Factors.

                                  RISK FACTORS

Novex evolved from the development stage in mid-1998 and any evaluation of the
Company and its business should only be made after having given careful
consideration to the following risk factors, in addition to those appearing
elsewhere in this Form 10-KSB

Novex has had historical losses. Accept for the current fiscal year, Novex has
recorded net losses for each year of operation. In addition, a significant
portion of Novex's assets are attributable to goodwill. Management will
periodically review the recoverability of goodwill to determine if it has been
impaired. Events that may cause an impairment would be Novex's future intentions
regarding its operations and the operations forecasted undiscounted cash flows.
Any reduction in the value of goodwill would be to the extent that the present
value of the expected future cash flows are less than the carrying amount of
goodwill. This analysis may result in a complete or partial write-off or
acceleration of the amortization period. A write-down of part or all of the
goodwill will negatively impact Novex's operating results. See "Management's
Discussion and Analysis of Financial Conditions and Results of Operations" and
"Consolidated Financial Statements and Notes."

Because Novex has no patent protection for its product formulae, its competitors
could copy its products and market them under another name which could decrease
Novex's revenues and hamper its ability to achieve profitability. Since the
formulae would become public knowledge if Novex were to obtain patent
protection, Novex has chosen not to obtain patents on any of its proprietary
technology. Therefore, the absence of patent protection represents a risk in
that Novex will not be able to prevent other persons from developing competitive
products. If Novex's competitors were to learn of the secret formulae for making
its products, they could easily duplicate the products and offer them to Novex's
customers without any suggestion of patent infringement. As a result, Novex's
revenues would decline and its ability to achieve profitability would be
hampered.

Novex has only one executive officer who performs multiple functions and may not
be able to handle all financial and executive responsibilities required. Novex
relies considerably on the services of its president and chief executive
officer, who is the company's only executive officer and is now handling all
sales and marketing functions in conjunction with Novex's licensee. On February
1, 2003, Novex entered into an exclusive licensing deal with CGM, Inc., a
privately-held manufacturer and marketer of building materials (hereinafter
"Licensee") whereby all products sold under the trade names owned by Novex are
produced and shipped by CGM and a royalty is paid to Novex ("Licensing
Agreement"). To the extent that the services of Novex's current president become
unavailable, it would be very difficult to attract or retain personnel who would
be able to adequately perform the functions currently performed by Novex's
president, which would impair the company's ability to continue its operations
until a replacement is hired. See "Management".


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<PAGE>

Because our stock is presently considered to be a "penny stock", the
applicability of "Penny Stock Rules" could make it difficult for investors to
sell their shares in the future in the secondary trading market. Federal
regulations under the Exchange Act regulate the trading of so-called "penny
stocks" (the "Penny Stock Rules"), which are generally defined as any security
not listed on a national securities exchange or NASDAQ, priced at less than
$5.00 per share, and offered by an issuer with limited net tangible assets and
revenues. In addition, equity securities listed on NASDAQ that are priced at
less than $5.00 per share are deemed penny stocks for the limited purpose of
Section 15(b)(6) of the Exchange Act. Therefore, during the time which the
common stock is quoted on the NASDAQ OTC Bulletin Board at a price below $5.00
per share, trading of the common stock will be subject to the full range of the
Penny Stock Rules. Under these rules, broker dealers must take certain steps
prior to selling a "penny stock," which steps include: (i) obtaining financial
and investment information from the investor; (ii) obtaining a written
suitability questionnaire and purchase agreement signed by the investor; and
(iii) providing the investor a written identification of the shares being
offered and in what quantity. If the Penny Stock Rules are not followed by the
broker-dealer, the investor has no obligation to purchase the shares.
Accordingly, the application of the comprehensive Penny Stock Rules may be more
difficult for broker-dealers to sell the common stock, and purchasers of the
shares of common stock offered hereby may have difficulty in selling their
shares in the future in the secondary trading market.

If a trading market is not maintained, holders of the common stock may
experience difficulty in reselling such Common Shares or may be unable to resell
them at all. The Common Shares of the Company are presently quoted on the NASDAQ
Over-The-Counter (OTC) Bulletin Board, a regulated quotation service that
captures and displays real-time quotes and indications of interest in securities
not listed on The NASDAQ Stock Market, or any U.S. securities exchange. The
current trading ticker symbol for the Common Shares is "HARD". The Company may,
but has not, entered into any agreements with market makers to make a market in
the Company's Common Stock. In addition, any such market making activity would
be subject to the limits imposed by the Securities Act, and the Securities
Exchange Act of 1934, as amended, ("Exchange Act") and it is possible that the
market in the common stock can be discontinued at any time. Accordingly, if
there is no active market available for the common shares, no liquidity or if
the market is discontinued, holders of the common stock may have difficulty or
may be unable to sell the shares which he or she may hold.


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<PAGE>

Certain information included in this Form 10-KSB contain statements that are
forward-looking, such as statements relating to future anticipated direction of
Novex, plans for expansion, corporate acquisitions, anticipated sales growth and
capital funding sources. Such forward-looking information involves risks and
uncertainties that could significantly affect anticipated results in the future,
and accordingly, such results may even materially differ from those expressed in
any forward-looking statements made by or on behalf of Novex.

                                    BUSINESS

      a. General Business Development

      Novex is a corporation formed under the laws of New York and has its
principal place of business and executive offices located at 42 Forest Lane,
Bronxville, New York 10708, telephone 914-441-3591.

      Pursuant to the Licensing Agreement (defined above) Novex's currently
operates as a licensing entity that collects monthly royalty payments from its
Licensee that are derived from sales of building materials that bear Novex's
trade names. The royalties are paid monthly by the Licensee based on sales of
goods made one month from the payment date. For instance, the royalty for sales
of goods in August will be paid on October 1st. The royalty agreement provides
for a fixed licensing fee for each account. Novex continues to provide marketing
and sales support to the Licensee.

      In addition, management believes that Novex's publicly-traded status and
its net operating loss carryforward would be attractive to a privately-held
company that is interested in becoming public by way of a reverse merger into an
existing public company. Novex periodically reviews unsolicited requests to
merge with an operating company and its president actively seeks potential
businesses that would merit a merger with Novex to utilize its public-status.

      Until May 11, 1999, Novex was known as Stratford Acquisition Corp. and had
been a corporation on organized under the laws of Minnesota. Effective May 11,
1999, Stratford merged into its wholly-owned subsidiary, Novex Systems
International, Inc., a newly-formed New York corporation, which was the
surviving corporation. The purpose of the merger was to "redomesticate" the
company from the state of Minnesota where it had virtually no business activity,
to the State of New York where the company had its corporate headquarters. As a
result, the Minnesota company essentially dissolved into and became a part of
the surviving entity, Novex.

      Novex also had a wholly-owned operating subsidiary, Novex Systems
International, Ltd. (formerly known as Novacrete Technology (Canada) Inc.),
which is a company registered under the laws of the Province of Ontario, Canada
and is located at 2525 Tedlo Street, Unit B, Mississauga, Ontario L5A 4A8,
telephone 905-566-0716 ("Novex Canada"). The operations of Novex Canada were
discontinued in October, 2001 and the entity is now dormant.

      In September 1998, Novex's wholly-owned subsidiary, Novex Canada purchased
all of the issued and outstanding common stock of ARM PRO Inc. ("ARM PRO"),
located in Ontario, Canada. The funds used to purchase ARM PRO were derived from
Novex's sale of a 9% $800,000 (U.S.) debenture due to mature on September 4,
2000 and which included a warrant to purchase 1,500,000 shares of Novex's common
stock at an exercise price of $.45 per share. The warrant expired on September
4, 2000. Since 1986, ARM PRO has manufactured and marketed the trademarked
FIBERFORCE line of polypropylene fibers. Polypropylene fibers are blended into
cementitious products to provide secondary reinforcement and reduce cracking.
Novex Canada was discontinued after it had sold its fiber manufacturing business


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<PAGE>

to Interstar Admixture Co. and its cement product operation to QEP/Roberts, Ltd.
Novex retained the exclusive right to the Fiberforce brand name for use in the
consumer sector for building materials.

      On August 13, 1999, Novex acquired the Allied Composition/Por-Rok business
unit from The Sherwin-Williams Company ("Por-Rok"). Por-Rok manufactures a
well-known line of grouting and concrete patching products that are distributed
nationally. The purchase price for the Por-Rok acquisition was $2.1 million and
was paid for in part from the funds derived from a secured term loan from Dime
Commercial Corp. in the amount of $890,000. In exchange for the line of credit
from Dime, Novex was required to issue to Dime a warrant to purchase 233,365
shares of Novex's common stock, which expired unexercised on August 13, 2002.
The balance of the purchase price was provided by The Sherwin-Williams Company
in exchange for which Novex issued a 10% secured promissory note in the amount
of $1.3 million and 1 million shares of Novex's common stock.

      On August 7, 2000, Novex and The Sherwin-Williams Company entered into an
agreement whereby, Sherwin-Williams agreed to convert the entire principal
amount of its outstanding note having a face value of $1,281,351, plus all
accrued and outstanding interest of $109,037 into 1,390,388 shares of Series A
Redeemable Convertible Preferred Stock ("Preferred Stock"). The Series A
Redeemable Preferred Stock pays an annual dividend of 139,038 shares of
Preferred Stock for two consecutive years and if the Preferred Stock is not
redeemed prior to August 7, 2002, an additional 208,558 shares of Preferred
Stock shall be issued to Sherwin-Williams. If on August 7, 2002, any of the
Preferred Stock that has not been redeemed shall be converted into common stock
at a rate equal to 85% of the Novex' average closing trading price for Novex'
$.001 par value common stock for twenty consecutive trading days prior to August
7, 2002. On September 3, 2003 Sherwin-Williams tendered certificates
representing all shares of preferred and common stock that it owned for
cancellation. See Subsequent Events.

      On August 1, 2000, Novex acquired substantially all of the assets of the
The Sta-Dri Company located in Odenton, Maryland ("Sta-Dri"). Sta-Dri
manufactured a well-known line of waterproofing and building material products
that have been in existence for over 40 years. Upon purchasing the Sta-Dri
assets, Novex relocated the manufacturing processes, marketing and
administration of the Sta-Dri products into its Clifton, New Jersey facility.
The purchase price for the Sta-Dri acquisition was 1,000,000 shares of Novex'
common stock that was valued at $137,000 based on the average trading price
three days before and after the date the acquisition was agreed to and
announced, which was August 1, 2000. As of August 1, 2001 and until August 1,
2002, Novex will had to pay an additional $6,000 each month in the aggregate to
the Sta-Dri shareholders in the event that the common stock of the Company has
not traded above $1.00 per share for twenty consecutive trading days prior to
August 1, 2001. If and when Novex common stock shall trade in excess of $1.00
per share for twenty consecutive trading days the $6,000 monthly obligation
shall terminate. Sta-Dri shareholders have received a judgment against Novex in
the amount of $95,000 for unpaid royalties that stemmed from Novex's cash flow
problems and its litigation with Dime.

      b. Financial Information About Industry Segments

      All assets, revenues and operating expenses are dedicated to one business
segment -- the marketing of building materials. Accordingly, Novex accounts for
its business operations within one industry, i.e. the building materials
industry.

      Based upon its current operations and its operating activity for the past
three fiscal years, Novex believes that its financial information is adequately
presented in its audited financial statements and is cross-referenced in this
Form 10-KSB to Novex's consolidated balance sheet and consolidated statement of
operations appearing on pages F-3 and F-4, respectively.


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<PAGE>

      c. Subsequent Events

      Effective June 18, 2004, the settlement reached with Dime was released
from escrow with the appropriate releases and warrant of satisfaction being
filed and disseminated accordingly. All litigation with Dime is now final.

      d. Novex's Current Business Operation

      Novex is engaged in the business of marketing premium building product
materials through the Licensing Agreement. The first line of products are
pre-packaged concrete repair and floor resurfacing products that are marketed to
contractors directly and also to distributors of building material products
under the tradenames Por-Rok and Dash Patch. The second line of products are
masonry waterproofing products also marketed to contractors and distributors of
building materials and paint products under the brand name Sta-Dri. The third
line of products is a line of polypropylene concrete reinforcing fibers that are
sold under the Fiberforce trade name. (See Description of Products).

      Novex currently has its executive offices at 42 Forest Lane, Bronxville,
New York 10708.

      e. How Novex Markets Its Products

      Novex markets all its products in conjunction with the sales and marketing
staff of its Licensee. Most of these efforts involve direct contact with
existing and new customers and periodic incentive based promotions to attract
new sales.

      f. Description of Novex' Products

      As of the filing of this registration statement, the following is a list
of the Por-Rok and Fiberforce products marketed by Novex:

POR-ROK PRODUCTS (A Line of Grouts and Patching Products)

POR-ROK Anchoring Cement - non-shrink expansion cement that requires only water
at the job site to create a pourable, yet durable, anchoring, patching or
grouting compound.

SUPER POR-ROK Exterior Anchoring Cement - non-shrink expansion cement for
exterior applications that requires only water at the jobsite to create
exceptionally high early strengths in the first three days from installation.

POR-ROK Halco Grout - contains expansive agents and flow enhancers to provide
high strengths yet exceptional flowability for ease of application.

POR-ROK Aqua Plug - durable water resistant hydraulic cement which sets in 3-5
minutes. Designed to stop leaks or running water, patch cracks and fill holes in
masonry surfaces. Can be used in interior and exterior surfaces and sets under
water.

POR-ROK Concrete Patch - requires only mixing of water at jobsite, will level or
smooth most concrete or masonry surfaces and can be used to repair and patch
spalled concrete, cracks in masonry, broken steps and porches. Sets in 40-80
minutes and is stronger than ordinary concrete. Can be used in interior and
exterior surfaces.


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POR-ROK Dash Patch - powder-based product that when mixed with water bonds well
to concrete, wood or plaster that is used to smooth surfaces before the
placement of carpeting or wood floors. Fills cracks, ruts and score lines,
strong bond adhesion and no shrinkage.

POR-ROK Super Dash Patch - powder-based product that when mixed with water bonds
well to concrete, wood or plaster that is used to smooth surfaces before the
placement of tile, carpeting or wood. Fills cracks, ruts and score lines, strong
bond adhesion and no shrinkage.

POR-ROK Dash Flow - powder-based product that when mixed with water is used to
self-level floors prior to the installation of new flooring products. This
product is used primarily when old floors and being converted into flooring
surfaces and in new construction when newly poured concrete is either not level
or rough and requires a smoother surface.

POR-ROK Lev-L-Astic - used as an underlayment over concrete, wood, quarry tile,
terrazzo, before installing asphalt or vinyl asbestos, tile, linoleum, and other
types of floor surfaces. Eliminates the need for felt paper over wood surfaces,
eliminates high spots on floor, improves bonding base to new tile and linoleum.

STA-DRI PRODUCTS

STA-DRI Waterproofing Paint (Powder form) - this product is a cement-based
product that is mixed with water and can be applied to all types of interior and
exterior masonry surfaces with a brush or roller to provide a waterproof
surface.

STA-DRI Heavy-Duty Waterproofing Paint - this product is an oil-based redi-mixed
product that can be applied with a brush or roller and required no addition of
water. It can be used on interior and exterior masonry surfaces and can be
tinted with different color additives.

STA-DRI Latex Waterproofing Paint - this product is a latex-based redi-mixed
product that can be applied with a brush or roller and required no addition of
water. It can be used on interior and exterior masonry surfaces and can be
tinted with different color additives.

Sta-Dri All Purpose Sealer - Clear, colorless sealer for all masonry and wood
surfaces. Can be used as a primer for most paint systems, and as a curing
membrane for new concrete. The product is designed to protect surfaces against
deterioration and weathering.

LINK Superbonding Agrent - Liquid bonding agent that enhances the bond of most
surface applied products to masonry. Can be used as a primer for hard-to-paint
surfaces and when mixed with STA-DRI Waterproofing Paint (Powder form) it
enhances the adhesion of this product, al it would for most paints and coatings.

STA-DRI Concrete Patch - acrylic resin fortified material that is mixed with
water and used to patch all types of concrete surfaces: sidewalks, patios,
driveways and walls.

STA-DRI Waterstop - quick-setting cement product that is mixed with water and
can be used to plug holes in concrete surfaces even if and will water may be
trickling through. The product hardens in 3-5 minutes and can be applied under
water.


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STA-DRI Anchoring Cement - fast-setting expanding cement that is mixed with
water and used to anchor posts, railings, mailboxes, bolts, hooks and other
devises that require a strong, permanent attachment to a wall or floor surface.

FIBERFORCE PRODUCTS - Fiberforce products are made from monofilament
polypropylene fibers that are cut into specified lengths. Novex currently
markets this product in 4 oz. bags.

      g. Novex's Competitors

      The principal methods of competition in our industry are price, service
and the reliability of the product as demonstrated by performance. Each product
offered by Novex currently has been on the market for at least 10 years and in
some cases over 50 years. Because the products have been used for so long, they
have achieved a level of market acceptance. It is very unlikely that someone
would claim that Novex's Por-Rok, Sta-Dri or Fiberforce products don't work
inasmuch as customers have been using them for years. Novex's prices are
competitive with other like products and it does not aim to be the lowest nor
the highest price on the market, but to be competitive. When it comes to
competing with major manufacturers, Novex cannot offer the full range of
products that they can so consequently it cannot offer volume price discounts to
the extent larger competitors can. To remain competitive, Novex aims to provide
customers with exceptional service and very favorable pricing and payment terms
with respect to the product currently in our line.

      As of the filing of this annual report, Novex competes with several other
companies nationwide that manufacture and distribute construction products that
are substantially similar to those manufactured and distributed by Novex. Until
Novex can effect its business strategy, which will eliminate some competition,
at least in certain markets, Novex believes the following companies will be its
primary competitors.

Brand                                   Major Competitors
-----                                   -----------------

Por-Rok                                 Conspec
Anchoring Cement                        Tamms
                                        Master Builders
                                        Quikcrete
                                        Sonneborn
                                        Sika
                                        W.R. Meadows
                                        ChemMasters
                                        Rockite
                                        UGL
                                        THORO
                                        Oldcastle

Super Por-Rok                           (Same as above)
Exterior Anchoring
Cement &
Sta-Dri Anchoring Cement

Por-Rok                                 (Same as above)
Aqua Plug &


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Sta-Dri Waterstop

Por-Rok                                              (Same as above)
Concrete Patch &
Sta-Dri Concrete Patch

Por-Rok                                              Mapei
Halco Grout                                          Tamms

Por-Rok                                              Mascrete
Lev-L-Astic                                          Tamms
                                                     Dependable
                                                     Mapei
                                                     Dap

Por-Rok                                              Dependable
Dash Patch &                                         Mascrete
Super Dash Patch                                     Tamms
                                                     Armstrong
                                                     QEP/Roberts

Por-Rok Dash Flow                                    Ardex
                                                     Dependable
                                                     Dayton-Richmond

Sta-Dri Waterproofing Paint (Powder)                 Thoro
                                                     UGL
                                                     Quikcrete

Sta-Dri Waterproofing Paint (Latex)                  Thoro
                                                     UGL
                                                     Quikcrete

Sta-Dri Waterproofing Paint (Oil)                    Thoro
                                                     UGL
                                                     Quikcrete

Sta-Dri Sealer                                       Thompson

Link All Purpose Sealer                              Thoro
                                                     Quikcrete

Fiberforce  Products                                 Columbian Fiber

      Some of Novex's competitors may be better capitalized, better financed,
more established and more experienced than Novex and may offer products at lower
prices or with greater sales incentives to its customers than Novex. Should
Novex be unable to compete effectively, Novex's results of operations and
financial position would be materially and adversely affected.


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<PAGE>

      h. Seasonality

      Most of Novex's products are used in the maintenance of existing
structures and have interior and exterior applications. Even in winter months a
significant portion of construction and building maintenance continues,
especially on interior projects where the company's products are used most.
Although the high points of the construction season tends to be the busier
period for sales, Novex does experience stable sales in the winter months.

      i. Customer Dependence

      Novex is not dependent upon any one customer nor does it anticipate
becoming dependent upon one customer in the future. Its marketing strategy is to
diversify its sales through major distributors that are located in various
geographical areas and to a large number of construction professionals, such as
engineers, architects, contractors, construction managers and end-users all of
whom are involved in separate construction projects. The Por-Rok, Sta-Dri and
Fiberforce products are sold to various distributors and retailers none of which
account for more than 5% of the respective line of product sales.

      j. Raw Materials

      The raw materials used in manufacturing products using Novex's tradenames
are readily available in the United States and Canada. The raw materials are
purchased on an as needed basis and at market prices at the time of purchase.
Novex does not anticipate that the prices and supplies of the raw materials will
fluctuate substantially since the majority of the raw materials are commodity
items such as sands and cement.

      k. Intellectual Property Rights

      Novex received a certificate of registration for the use of the trademark
"Novacrete" from the Canadian Intellectual Property Office on June 15, 1997. The
Certificate remains in effect until June 5, 2012 and can be renewed by Novex. On
March 3, 1998, Novex received a Certificate of Trademark Registration No.
2,140,062 to use the trademark "Novacrete" in the United States. The term of the
U.S. trademark registration is for ten years. With Novex's acquisitions of
Por-Rok in August 1999 and Sta-Dri in August 2000, Novex acquired the registered
trade names for all Por-Rok, Dash Patch and Sta-Dri products currently being
produced.

      Novex has not filed an application for a patent on its proprietary
technology. The core technology that is used in each of Novex's products is not
easily replicated. However, if patented the technology would ultimately become
public information. Novex has developed internal controls to protect the
confidentiality of its technology and does not believe that the lack of legal
patent protection will impair its ability to effectively compete with other
manufacturers of like products or cause Novex to incur unnecessary risk of loss
of the technology. Even if Novex had patent protection over its technology, it
still assumes the risk that a competitor may misappropriate the technology and
then its only recourse would be to commence costly and time consuming
litigation. The existence or absence of a patent poses no commercial
disadvantage to marketing Novex's products.

      Novex has learned that other companies have been issued a trademark for
the name "Novex". We do not believe that our company will be injured by these
uses of the name Novex nor do we consider our use of the name Novex to be an
infringement upon any of these trademarks since these trademarks relate to
companies, goods and services which are entirely distinguishable and unrelated
to the construction products industry. Even if Novex were required to change its
corporate name, this would


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<PAGE>

not diminish our sales since our products are marketed under the brand names
"Por-Rok" "Sta-Dri" and "Fiberforce". These product names are protected by
registered trademarks in the United States, Canada and the United Kingdom.

      l. Novex's Working Capital Requirements To Operate Its Business

      For the fiscal year ended May 31, 2004, Novex experienced substantially
less fluctuations in its working capital requirements to finance its operations
due to it having entered into the Licensing Agreement Novex currently requires
approximately $20,000 to cover its fixed operating expenses before interest
charges and it has no variable expenses.

      m. No Backlog Orders

      As of May 31, 2004, Novex did not have any backlog orders on account of
its new business operation as a licensing company .

      n. Government Contracts

      Novex does not have any material contracts with the Government or any
government agency and therefore does not have any exposure to these types of
agreements.

      o. Financial Information About Foreign and Domestic Operations and Export
Sales.

      Novex exports a small percentage of its annual sales to customers located
outside of the United States. Whenever goods are sold outside of the United
States the invoice is either paid in full prior to the shipment, or the goods
are released upon confirmation of an irrevocable letter of credit. (See Note 16
Segment Information of Consolidated Financial Statements.)

      p. Novex's Research and Development Activities

      Novex currently markets products that have been widely accepted in the
marketplace for building materials in both the commercial and consumer channels.
Novex is not actively seeking to develop new innovative products, but to
capitalize on sales of its existing products.

      q. Environmental Compliance

      Novex does not manufacture its products nor does it use raw materials in
its products that are deemed to be subject to rules or regulations relating to
the discharge of certain materials into the environment. With the conveyance of
its real property to Dime on July 17, 2003, Novex no longer has any exposure to
environmental claims on the property, although in its best judgment it does not
believe there are any environmental liabilities at the property.

      r. Novex's Future Operations

      Novex's plan to combine its Licensee's sales and marketing staff with its
own efforts to increase sales of products sold under Novex's tradenames and
consequently its monthly royalty payments. Novex


                                       10

<PAGE>

will also continue to assess the prospects of merging with an operating business
to better utilize Novex's publicly-traded status.

      s. Number of Employees

      As of May 31, 2004, Novex, on a consolidated basis, employed two (2)
full-time employees.

Item 2. Properties.

      In November, 1999 Novex's principal executive offices were moved from 67
Wall Street, Suite 2001, New York, New York 10005, 212-825-9292 to 16 Cherry
Street, Clifton, New Jersey 07014 973-777-2307, which is the location of the
offices and manufacturing operation that Novex acquired from The
Sherwin-Williams Company in August 1999. This facility was conveyed to Dime on
July 17, 2003 in satisfaction of a judgment Dime has received for unpaid. The
current office is located at 42 Forest Lane, Bronxville, New York 10708,
telephone number 914-441-3591. See, Subsequent Events, Legal Proceedings.

      Until October, 2000, Novex's subsidiary, Novex Canada operated from a
facility housing its executive offices and a 12,500 square foot manufacturing
facility located at 2525 Tedlo Street, Unit B, Mississauga, Ontario, Canada L5A
4A8, 905-566-0716. This facility was closed in October 2000 upon the sale of the
Fiberforce business.

      Item 3. Legal Proceedings

      On June 18, 2004 the settlement agreement with Dime was released from
settlement. Dime Commercial Corp. v. Novex Systems International, Inc., Superior
Court of New Jersey, Docket No. PAS-L-1577-2.

      The former shareholders of the Sta-Dri company filed a lawsuit for unpaid
royalty payments and received a judgment in the amount of $95,000.

      The Company is involved in several lawsuits arising from the non-payment
of recorded payables. These claims are unsecured and subordinate to a properly
perfected security interest of a financial creditor that is willing to work with
the company.

      On August 12, 1997, a shareholder who was once a director and officer of
Novex ("the Plaintiff") commenced an action against Novex and its former
president, Mr. A. Roy Macmillan, to enjoin Novex from taking any action that
would restrict the sale of up to 300,000 shares of common stock that he
allegedly owns and for the costs he will incur to conduct the lawsuit. He has
not asked for, nor does Novex expect him to ask for, damages. The Plaintiff has
since named Novex's current president, Mr. Dowe, in the lawsuit. The Plaintiff
has no other affiliation with Novex other than for being a shareholder and the
matter has been dormant for three years. Mel Greenspoon vs. Stratford
Acquisition Corporation, et. al., Ontario Court (General Division), Index No.
97-CV-126814.

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

      During the fiscal year ended May 31, 2004, there were no proposals
submitted to a vote of the shareholders.


                                       11

<PAGE>

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

      Novex's common stock, $.001 par value, is traded on the Over-the-Counter
("OTC") Bulletin Board operated by the National Association of Securities
Dealers under the ticker symbol "HARD". The table below presents the high and
low closing bid prices for each of the quarters of the fiscal years ending May
31, 2004 and May 31, 2003, respectively. The quotations reflect interdealer
prices without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions. Novex's common stock became actively traded in
July, 1995. On May 31, 2004, the closing bid price was $.01. Novex has never
paid a cash dividend and does not expect to change its dividend policy in the
foreseeable future.

                     Quarterly Common Stock Bid Price Ranges

         Quarter           High           Low               Last Day of Quarter
         -------           ----           ---               -------------------
         1st               $.01           $.01              August 31, 2003
         2nd               $.01           $.01              November 30, 2003
         3rd               $.01           $.01              February 28, 2004
         4th               $.01           $.01              May 31, 2004

         Quarter           High           Low               Last Day of Quarter
         -------           ----           ---               -------------------
         1st               $.01           $.01              August 31, 2002
         2nd               $.01           $.01              November 30, 2002
         3rd               $.01           $.01              February 28, 2003
         4th               $.01           $.01              May 31, 2003

      Novex may, but has not, entered into any agreements with market makers to
make a market in Novex's common stock. In addition, any market making activity
would be subject to the limits imposed by the Securities Act, and the Securities
Exchange Act of 1934, as amended. For example, federal regulations under the
Exchange Act regulate the trading of so-called "penny stocks" (the "Penny Stock
Rules"), which are generally defined as any security not listed on a national
securities exchange or NASDAQ, priced at less than $5.00 per share, and offered
by an issuer with limited net tangible assets and revenues. In addition, equity
securities listed on NASDAQ that are priced at less than $5.00 per share are
deemed penny stocks for the limited purpose of Section 15(b)(6) of the Exchange
Act. Therefore, during the time which the common stock is quoted on the NASDAQ
OTC Bulletin Board at a price below $5.00 per share, trading of the common stock
will be subject to the full range of the Penny Stock Rules. Under these rules,
broker dealers must take certain steps before selling a "penny stock," which
steps include: (i) obtaining financial and investment information from the
investor; (ii) obtaining a written suitability questionnaire and purchase
agreement signed by the investor; and (iii) providing the investor a written
identification of the shares being offered and in what quantity. If the Penny
Stock Rules are not followed by the broker-dealer, the investor has no
obligation to purchase the shares. Given the application of the comprehensive
Penny Stock Rules it may be more difficult for broker-dealers to sell the common
stock.

      Accordingly, no assurance can be given that an active market will always
be available for the Common stock, or as to the liquidity of the trading market
for the Common stock. If a trading market is not


                                       12

<PAGE>

maintained, holders of the Common stock may experience difficulty in reselling
them or may be unable to resell them at all. In addition, there is no assurance
that the price of the Common stock in the market will be equal to or greater
than the offering price when a particular offer of securities is made by or on
behalf of a Selling Securityholder, whether or not Novex employs market makers
to make a market in Novex's stock.

Item 6. Selected Financial Data

      The following selected historical consolidated statement of operations for
the three years ended May 31, 2004, 2003 and 2002and balance sheet as of May 31,
2004 and 2003 have been derived from the consolidated financial statements of
Novex that are included elsewhere in this Form 10-KSB and that have been audited
by Radin & Glass, P.C. (except as noted below) whose reports with respect to the
consolidated financial statements are also included elsewhere in this
Prospectus. This information should be read in conjunction with the consolidated
financial statements and notes to the consolidated financial statements
appearing elsewhere in this Form 10-KSB and "Management's Discussion and
Analysis of Financial Condition and Results of Operations".

                                                Years Ended May 31
                                     -----------------------------------------
                                         2002           2003           2004
                                     -----------    -----------    -----------
STATEMENT OF OPERATIONS
    DATA:
Net Sales ........................   $ 1,866,914    $ 1,046,673    $   230,275
Gross Profit .....................       672,313        341,634    $   230,275
Net Profit/(Loss) ................    (1,103,360)    (1,566,685)   $   226,094

Net Income/(Loss) Per Common Share   $      (.04)   $      (.07)   $      (.01)

BALANCE SHEET DATA:
Working Capital Deficit ..........   $(2,954,752)   $(4,007,260)   $(2,963,356)
Intangibles, net .................       628,784        591,694    $   541,183
Total Assets .....................     2,570,791      1,430,326    $   577,776
Long Term Debt ...................            -0-            -0-            -0-
Stockholders' Deficiency .........    (1,094,569)    (2,648,267)    (2,422,171)

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

Results of Operations

Year ended May 31, 2004 (Fiscal 2004) as compared to May 31, 2003 (Fiscal 2003)

      While net sales for the year ending May 31, 2004 were $230,275 net sales
for the same period ended May 31, 2003, were $1,046,673. The decrease in sales
was attributable principally to the Company's new business operation being a
licensing company versus a manufacturer. Prior to entering into the Licensing
Agreement Novex would record revenues based on the invoice value of goods sold.
In the current fiscal year Novex recorded revenue based on the royalty payments,
which are a percentage of the invoice value of goods sold and, therefore, net
sales are now much lower than the invoice value of goods sold. However, Novex


                                       13

<PAGE>

has eliminated a substantial amount of its fixed and variable expenses by
terminating its manufacturing expenses.

      Novex achieved a gross profit of 100% for the year ending May 31, 2004.
Due to the change in the manner in which Novex conducts its business it is not
relevant to compare the gross margin achieved in Fiscal Year 2004 with prior
fiscal periods years that consisted of mostly manufacturing activity. In Fiscal
2003, Novex had operated a manufacturing business for eight months and a
licensing business for four months.

      For the year ending May 31, 2004, the Company generated a profit of
$226,094. Included in this profit was a one-time gain of $393,517 for the
closing of the Novex's manufacturing operation and exchange of its real property
for outstanding debt. Novex also recorded non-cash expenses for depreciation and
amortization of $37,884.

      On a monthly basis, Novex now incurs approximately $20,000 in selling,
general and administrative expenses expense.

      As of May 31, 2004, the Company had $36,593 in current assets, which
consisted principally of royalty receivables of $36,413, with the remaining
balance in cash. The Company has intangibles of $541,183, which is attributable
to the two acquisitions that the Company completed in 1999 and 2000.

Year ended May 31, 2003 (Fiscal 2003) as compared to May 31, 2002 (Fiscal 2002)

      Net net sales for the year ending May 31, 2003 were $1,046,673, while net
sales for the same period ended May 31, 2002 were $1,866,914. The decrease in
sales was attributable principally to Novex converting from a manufacturing
company to a licensing company that collects royalties.

      Novex only achieved a gross margin of 33% for the year ending May 31,
2003. The change in gross margin during this period was immaterial over the
previous year.

      For the year ending May 31, 2003, the Company generated a loss from
operations of $1,566,685 versus $65,481 in the previous fiscal year. The larger
lose in 2003 related to several expenses that the company incurred to change its
operation from a manufacturing operation to a licensing company.

      As of May 31, 2003, the Company had $71,334 in current assets, which
consisted principally of accounts receivable of $68,169 and cash of $3,165. The
Company's net property, plant and equipment totaled $767,298 and goodwill of
$591,695 which is attributable to the three acquisitions that the Company
completed in 1998, 1999 and 2000.

Liquidity and Financial Resources

      As of May 31, 2004, the Company had $2,999,947 in current liabilities,
which includes loans (including interest) that are now due totaling $2,123,515,
which were used to fund the Company's operations. It had accounts payable of
$423,127 and accrued taxes of $403,677.

      Of the principal loans outstanding, $1,061,000 is held by one person that
has properly perfected security interest against Novex's remaining assets, being
all its intangible property.


                                       14

<PAGE>

      Novex is planning to increase its royalty revenue and use excess cash
proceeds to pay down its debt while it continues to pursue a new business that
could be merged with Novex. With any merger Novex will seek to refinance its
debt by either paying off all debt in cash or an offer of cash and stock.
Although Novex is required to carry its intangible property at a net value of
$592,000, it believes that the fair market value for these assets are
$1,500,000. Assuming another business could be merged into Novex with all of
Novex's current expenses being applied to the new business, the royalty
payments, even if not improved, would produce $30,000 on average of monthly cash
flow, which under current valuation methods to for measuring the worth of a
business would merit a value of $1,500,000. As such, Novex believes that a
refinancing that would enable creditors to receive cash and some additional
equity in the company will eliminate all debts.

      Until such time as Novex shall merge with another entity, its current cash
flow is sufficient to meet its fixed monthly expenses.

Inflation and Changing Prices

      Novex no longer manufacturers its products and is no longer subject to
risks associated with inflation or substantial price increase in the near
future.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amount of assets and liabilities, revenues
and expenses, and related disclosure on contingent assets and liabilities at the
date of our financial statements. Actual results may differ from these estimates
under different assumptions and conditions.

Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially result in materially
different results under different assumptions and conditions. We believe that
our critical accounting policies are limited to those described below. For a
detailed discussion on the application of these and other accounting policies
see our note 2 to our financial statements.

Long-Lived Assets (including Tangible and Intangible Assets)

We acquired businesses in recent years, which resulted in tangible assets being
recorded. The determination of the value of such intangible assets requires
management to make estimates and assumptions that affect our consolidated
financial statements. We assess potential impairment to the intangible and
tangible assets on a quarterly basis or when evidence that events or changes in
circumstances indicate that the carrying amount of an assets may not be
recovered. Our judgments regarding the existence of impairment indicators, if
any, and future cash flows related to these assets are based on operational
performance of our business, market conditions and other factors.

Accounting for Income Taxes

As part of the process of preparing our financial statements we are required to
estimate our income taxes. Management judgment is required in determining our
provision of our deferred tax asset. We recorded a valuation for the full
deferred tax asset from our net operating losses carried forward due to the
Company


                                       15

<PAGE>

not demonstrating any consistent profitable operations. In the event that the
actual results differ from these estimates or we adjust these estimates in
future periods we may need to adjust such valuation recorded.

Going Concern

The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern. The Company has had negative working
capital for each of the last two years ended May 31, 2004 and 2003. The Company
has recently relinquished title to its property and equipment due to default of
its bank line of credit and mortgage on its property. The Company is in arrears
with paying payroll taxes for several months. Those conditions raise substantial
doubt about the abilities to continue as a going concern. The financial
statements of the Company do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.


                                       16

<PAGE>

Item 8. Financial Statements and Supplementary Data

                                                                           Page

Report of Independent Registered Public
Accounting Firm                                                            F-2

Financial Statements:

Balance Sheet as of May 31, 2004                                           F-3

Statement of Operations for the years ended
May 31, 2004 and 2003                                                      F-4

Statement of Changes in Shareholders'
Deficiency for the years ended May 31, 2004 and 2003                       F-5

Statement of Cash Flows for years ended May 31,
2004 and 2003                                                              F-6

Notes to Financial Statements                                              F-7


                                       17

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Directors
Novex Systems International, Inc.

      We have audited the accompanying balance sheet of Novex Systems
International, Inc. as of May 31, 2004, and the related statements of
operations, changes in shareholders' deficiency, and cash flows for each of the
two years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of May 31,
2004, and the results of its operations and cash flows for each of the two years
then ended in conformity with accounting principles generally accepted in the
United States.

      The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered from
recurring losses from operations, has a negative working capital and shareholder
deficiency as of May 31, 2004. The Company is in arrears with paying payroll
taxes by several months. These factors raise substantial doubt the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                          /s/ Radin, Glass & Co., LLP
                                          Certified Public Accountants

New York, New York
October 13, 2004


                                      F-2
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                                  BALANCE SHEET
                                  May 31, 2004

                                     ASSETS

<TABLE>
<CAPTION>
CURRENT ASSETS:
<S>                                                                     <C>
    Cash                                                                $        180
    Royalty/Licensee receivable                                               36,413
                                                                        ------------

         Total Current Assets                                                 36,593

INTANGIBLES - net                                                            541,183
                                                                        ------------

                                                                        $    577,776
                                                                        ============

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES:

    Current portion of long term debt                                      1,570,958
    Accounts payable                                                         423,127
    Loans payable - shareholder                                              150,322
    Accrued expenses and other current liabilities                           451,863
    Accrued payroll taxes                                                    403,677
                                                                        ------------

         Total Current Liabilities                                         2,999,947
                                                                        ------------

COMMITMENTS AND CONTINGENCY

SHAREHOLDERS' DEFICIENCY:
    Preferred stock - $0.001 par value, 10,000,000 shares authorized,
       0 shares issued and outstanding                                             0
    Common stock - $0.001 par value, 40,000,000 shares authorized
       25,245,187 shares issued and outstanding                               25,245
    Additional paid-in capital                                             8,058,400
    Accumulated deficit                                                  (10,505,816)
                                                                        ------------

          Total shareholders' deficiency                                  (2,422,171)
                                                                        ------------

                                                                        $    577,776
                                                                        ============
</TABLE>

                       See notes to financial statements.


                                       F-3
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS

                                                         Year Ended May 31,
                                                        2004           2003
                                                        ----           ----

ROYALTY REVENUE                                         230,275        110,558
NET SALES                                                     0        936,115
                                                    -----------    -----------
                              TOTAL SALES               230,275      1,046,673
COST OF GOODS SOLD                                            0        705,034
                                                    -----------    -----------
GROSS PROFIT                                            230,275        341,639

SELLING, GENERAL AND ADMINISTRATIVE                     228,283      1,555,358
                                                    -----------    -----------

INCOME /(LOSS) FROM OPERATIONS                            1,992     (1,213,719)
                                                    -----------    -----------

OTHER INCOME( EXPENSES):
    Interest (expense)                                 (169,416)      (315,877)
    Amortization or debt discount                                      (37,089)
    Gain on property conveyance                         393,517              0
                                                    -----------    -----------
        OTHER INCOME (EXPENSES), net                    224,102       (352,966)
                                                    -----------    -----------

NET INCOME (LOSS)                                       226,094     (1,566,685)

Less: Preferred stock dividend                           45,214        164,413
                                                    -----------    -----------

NET INCOME (LOSS) TO COMMON SHAREHOLDERS                180,880     (1,731,098)
                                                    ===========    ===========

INCOME (LOSS) PER COMMON SHARE, basic and diluted   $      0.01    $     (0.07)
                                                    ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING, basic and diluted            25,745,187     26,557,687
                                                    ===========    ===========

                       See notes to financial statements.


                                       F-4
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                                                                        Additional
                                 Preferred Stock                  Common Stock            Paid-in     Accumulated
                              Shares          Amount          Shares         Amount       Capital        Deficit         Total
                           ------------    ------------    ------------    ----------   -----------   ------------    ------------

                           ------------    ------------    ------------    ----------   -----------   ------------    ------------
<S>                        <C>             <C>             <C>             <C>           <C>          <C>             <C>
BALANCE, May 31, 2002      $  1,644,133    $  1,644,133    $ 26,870,187    $   26,870    $6,399,653   $ (9,165,225)   $ (1,094,569)
Share repurchase                                               (625,000)         (625)       (8,750)                        (9,375)
Warrant contribution                                                                         22,364                         22,364
Preferred stock dividend                                                                                                        --
Net loss                                                                                                (1,566,685)     (1,566,685)
                           ------------    ------------    ------------    ----------    ----------   ------------    ------------
BALANCE, May 31, 2003      $  1,644,133    $  1,644,133    $ 26,245,187    $   26,245    $6,413,267   $(10,731,910)   $ (2,648,265)
Share cancellation           (1,644,133)     (1,644,133)     (1,000,000)       (1,000)    1,645,133                             --
Net income                                                                                                 226,094         226,094
                           ------------    ------------    ------------    ----------    ----------   ------------    ------------
BALANCE, May 31, 2004      $         --    $         --    $ 25,245,187    $   25,245    $8,058,400   $(10,505,816)   $ (2,422,171)
                           ============    ============    ============    ==========    ==========   ============    ============
</TABLE>

                       See notes to financial statements.


                                       F-5
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   Year ended May 31,
                                                                              --------------------------
                                                                                  2004           2003
                                                                                  ----           ----
<S>                                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
            Net income (loss)                                                 $   226,094    $(1,566,685)
            Adjustments to reconcile net loss to net cash
                 used in operating activities:
                     Depreciation and impairment of equipment                                    464,101
                     Amortization of goodwill                                      50,512         37,089
                     Gain on property conveyance                                 (393,517)             0
                     Reversal of excess accruals                                   66,830              0
                     Amortization of debt discount                                      0         22,364
            Changes in assets and liabilities, net of the
                 effect from acquisition:
                     Accounts receivable                                           68,169        318,049
                     Royalty/Licensee receivable                                  (36,413)             0
                     Inventories                                                       --        156,284
                     Prepaid and other current assets                                  --        143,477
                     Accounts payable                                            (129,040)       210,864
                     Accrued expenses and other current liabilities                93,735        194,776
                     Accrued payroll taxes                                         26,842              0
                                                                              -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                                             (26,788)       (19,681)
                                                                              -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:                                                   0              0
                                                                              -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
                 (Repayment of ) proceeds from loans payable - shareholders        23,803        (26,152)
                 (Repayment of) proceeds from bank line of credit                       0       (158,292)
                 Proceeds from debt financing                                           0        192,036
                 Repurchase of common stock                                             0         (9,375)
                                                                              -----------    -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                   23,803         (1,783)
                                                                              -----------    -----------

NET INCREASE(DECREASE) IN CASH                                                     (2,985)       (21,464)

CASH AT BEGINNING OF YEAR                                                           3,165         24,629
                                                                              -----------    -----------

CASH AT END OF PERIOD                                                         $       180    $     3,165
                                                                              ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
            Cash paid during the period for:
                     Interest                                                 $         0    $   260,783
                                                                              ===========    ===========
                     Income taxes                                                       0              0
                                                                              ===========    ===========
            Non-cash flow and investing and financing activities:
                     Accrued preferred stock dividend                                   0              0
                                                                              ===========    ===========
                     Foreclosure of property and equipment                        767,298
                                                                              ===========    ===========
                     Reversal of accrued liabilities related to foreclosure       138,943
                                                                              ===========    ===========
                     Satisfaction of bank debt via foreclosure                    414,018
                                                                              ===========    ===========
                     Contribution of preferred and common equity                1,645,133
                                                                              ===========    ===========
</TABLE>

                       See notes to financial statements.


                                       F-6
<PAGE>

                        NOVEX SYSTEMS INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        YEARS ENDED MAY 31, 2004 AND 2003

1.    DESCRIPTION OF BUSINESS

      Novex Systems International, Inc. ("Novex" or the "Company") currently
      receives a monthly royalty from the business of manufacturing and
      marketing a diversified line of construction products including
      pre-packaged concrete repair, grouting and patching products and masonry
      waterproofing products. The principal markets for the Company's products
      are retailers, construction professionals and distributors located
      throughout the United States and in certain areas of Canada.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a.    Basis of Presentation - The accompanying financial statements have
            been prepared assuming that the Company will continue as a going
            concern. The Company has incurred net income of $226,094 for the
            year ended May 31, 2004 "2004" and a net loss of $1,566,685 for the
            year ended May 31, 2003 "2003". Such net income for 2004 was
            primarily a result of the property conveyance for satisfaction of
            certain secured outstanding debt. Additionally, the Company had a
            net working capital deficiency, a shareholders' deficiency and
            negative cash flow from operations for the years ended May 31, 2004
            and 2003. The Company is also in arrears with paying payroll taxes
            by several months. These factors raise substantial doubt as to the
            Company's ability to continue as a going concern. Management expects
            to incur additional losses in the foreseeable future and recognizes
            the need to raise capital to achieve their business plans. The
            accompanying financial statements do not include any adjustments
            that might be necessary should the Company be unable to continue as
            a going concern.

      b.    Property, Plant and Equipment - As of May 31, 2003, property and
            equipment had been recorded at cost. Depreciation was provided on
            the straight-line method based upon the estimated useful lives of
            the respective assets. Property and equipment had been depreciated
            over a period of five years. Maintenance, repairs and minor renewals
            were charged to operations as incurred, whereas the cost of
            significant betterments was capitalized.

            In March 2002, Dime Commercial Corp. commenced a legal action
            against Novex to secure payment on the two outstanding notes and a
            separate action to seek foreclosure on the real property in an
            attempt to force the company to pay-off the notes in a reasonable
            time period. In April 2003 Dime received a judgment for $1,336,000
            and a judgment in foreclosure on Novex's real property, which was
            conveyed to Dime, along with Novex's personal tangible property
            located at the real property on July 1, 2003 in what Novex believed
            to be full satisfaction of the judgment. On January 16, 2004, Novex,
            certain directors, officers and key shareholders of Novex common
            stock signed a definitive settlement agreement. Upon the transfer of
            the property and equipment in July 2003, the related costs and
            accumulated depreciation were eliminated from the accounts and gains


                                      F-7
<PAGE>
            or losses were reflected in operations.

      c.    Impairment of Long-Lived Assets - The Company reviews long-lived
            assets, certain identifiable assets and goodwill related to those
            assets on a quarterly basis for impairment whenever circumstances
            and situations change such that there is an indication that the
            carrying amounts may not be recovered. Any impairment losses have
            been recorded in the statement of operations. In 2003, the Company
            had written down its equipment for an amount in excess of $300,000
            due the restructuring of its operations, whereby the Company no
            longer manufactures its products. The manufacturing of its products
            is performed by an unrelated party effective January 31, 2003 and
            the Company now receives a royalty for each product sold. The
            equipment was transferred to Dime as part of the settlement
            agreement of January 16, 2004. (See Note 2(b) above.)

      d.    Fair Value of Financial Instruments - The carrying value of cash and
            cash equivalents, accounts receivable, other receivables, due to
            factor, accounts payable and accrued expenses approximate their fair
            values based on the short-term maturity of these instruments. The
            carrying amounts of long-term debt were also estimated to
            approximate fair value.

      e.    Revenue Recognition - Revenue is recognized when the product is
            shipped by the Licensee to its customer. Allowances for estimated
            bad debts, sales returns and allowances are provided when sales are
            recorded.

      f.    Shipping and Handling Fees - Prior to the commencement of the
            license agreement in January 2003, the Company recorded the amounts
            billed to customers for shipping and handling in net sales and the
            related costs in selling, general and administrative expenses. For
            the years ended May 31, 2004 and 2003, the Company recorded shipping
            and handling fees of $0 and $135,587, respectively.

      g.    Advertising Costs - All advertising costs, excluding cooperative
            advertising programs, are expensed as incurred or the first time the
            advertisement takes place. Novex establishes an allowance for
            cooperative advertising costs at the time the related sale is
            recognized. Advertising expense charge to operations for the years
            ended May 31, 2004 and 2003 amounted to approximately $11,769 and
            $10,225, respectively.

      h.    Income (loss) Per Share - Basic net income (loss) per common share
            is computed by dividing net income (loss) by the weighted average
            number of shares of common stock outstanding. For the year ended May
            31, 2004 and 2003, diluted income (loss) per share is the same as
            basic income (loss) per share since the inclusion of stock options
            and warrants would be antidilutive.

      i.    Stock-Based Compensation - The Company accounts for its stock-based
            compensation plans under Accounting Principles Board Opinion 25,
            (APB25) Accounting for Stock Issued to Employees and the related
            interpretation, for which no compensation cost is recorded in the
            statement of operations for the estimated fair value of stock
            options issued with an exercise price equal to the fair value of the
            common stock on the date of grant. Statement of Financial Accounting
            Standards No. 123 (SFAS 123) Accounting for Stock-


                                      F-8
<PAGE>

            Based Compensation, as amended by Statement of Financial Accounting
            Standards No. 148 (SFAS 148) Accounting for Stock-Based Compensation
            - Transition and Disclosure, requires the companies, which do not
            elect to account for stock-based compensation as prescribed by this
            statement, to disclose the pro-forma effects on earnings and
            earnings per share as if SFAS 123 has been adopted. No options or
            warrants have been granted to employees, officers and directors
            during fiscal years ended 2004 and 2003.

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

      k.    Comprehensive Income - SFAS No. 130, "Reporting Comprehensive
            Income", establishes standards for reporting and displaying
            comprehensive income, comprising net income and other non-owner
            changes in equity, in the financial statements. For all periods
            presented, comprehensive income was the same as net income.

      l.    Segment Information - SFAS No. 131, "Disclosure About Segments of an
            Enterprise and Related Information", defines operating segments as
            components of an enterprise for which separate financial information
            is available that is evaluated regularly by the chief operating
            decision maker in deciding how to allocate resources and in
            assessing performance. Based on the way it organizes its business
            for making operating decisions and assessing performance, the
            Company has determined that it has a single reportable operating
            segment.

      m.    Recent Accounting Pronouncements -

            In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
            Certain Financial Instruments with Characteristics of both
            Liabilities and Equity." This Statement establishes standards for
            how an issuer classifies and measures certain financial instruments
            with characteristics of both liabilities and equity. It requires
            that an issuer classify a financial instrument that is within its
            scope as a liability (or an asset in some circumstances). This
            statement is effective for financial instruments entered into or
            modified after May 31, 2003, and otherwise is effective at the
            beginning of the first interim period beginning after June 15, 2003,
            except for mandatory redeemable financial instruments of nonpublic
            entities, if applicable. It is to be implemented by reporting the
            cumulative effect of a change in an accounting principle for
            financial instruments created before the issuance date of the
            Statement and still existing at the beginning of the interim period
            of adoption. The Company does not expect the adoption of SFAS No.
            150 to have a material impact on our financial statements.

            In December 2003, the FASB revised SFAS No. 132 Employers'
            Disclosures about Pensions and Other Post Retirement Benefits. This
            revision requires additional disclosures to those in the original
            SFAS No. 132 about assets, obligations, cash flows and net periodic
            benefit cost of deferred benefit pension plans and other deferred
            benefit post-retirement plans. The required information should be
            provided separately for


                                      F-9
<PAGE>

            pension plans and for other post-retirement benefit plans. This
            statement revision is effective for fiscal year ending after
            December 14, 2003 and interim periods beginning after December 15,
            2003. The adoption of this revision is not expected to have a
            material impact on our results of operations, financial position or
            disclosures.

3.    CONCENTRATION OF CREDIT RISK

      The Company's accounts receivable are concentrated 100% with one customer.

4.    ROYALTY AGREEMENT

      On January 31, 2003, Novex entered into a licensing agreement, until
      December 2004, with C.G.M., Inc. of Ben Salem, Pennsylvania ("Licensee"),
      to manufacture, market and distribute Novex's Por-Rok, Dash Patch and
      Sta-Dri products in exchange for monthly royalty payments ranging from 15%
      to 25% of the net invoice value to the customer. The Licensee purchased at
      cost the inventory on hand from the Company, payable in three installments
      through March 31, 2003. Although the Licensee had the right to terminate
      the agreement within 180 days from the commencement date of the agreement,
      the Licensee did not exercise that right. Had the Licensee elected to
      terminate this licensing agreement, the Company would have been obligated
      to purchase all inventory that cannot be used by the Licensee due to the
      termination of the licensing agreement. Licensor reserves the right to
      terminate the licensing agreement for the following reasons; failure to
      ship a minimum of $375,000 of merchandise in two consecutive quarters,
      Licensee having become subject to a 50% change in control, Licensee
      becoming subject to involuntary or voluntary bankruptcy.

5.    PROPERTY, PLANT AND EQUIPMENT

      In March 2002, Dime Commercial Corp. commenced a legal action against
      Novex to secure payment on the two outstanding notes and a separate action
      to seek foreclosure on the real property in an attempt to force the
      company to pay-off the notes in a reasonable time period. In April 2003
      Dime received a judgment for $1,336,000 and a judgment in foreclosure on
      Novex's real property. The real property was conveyed to Dime, along with
      Novex's personal tangible property located at the real property, all with
      a recorded value of $767,298, on July 1, 2003 in what Novex believed to be
      full satisfaction of the judgment. On January 16, 2004, Novex, certain
      directors, officers and key shareholders of Novex common stock signed a
      definitive settlement agreement. The Company recorded a net gain of
      $393,517 as a direct result of the property conveyance.

6.    ACCRUED EXPENSES AND OTHER LIABILITIES

      As of May 31, 2004, accrued expenses and other liabilities consist of the
      following:

                  Accrued interest payable                $ 412,235
                  Other accrued                              39,628
                                                          ---------

                                                          $ 451,863
                                                          =========


                                      F-10
<PAGE>

7.    INTANGIBLES

      Intangibles arose in connection with the acquisitions of Arm Pro in
      September 1998, and with the acquisition of Allied / Por-Rok lines in
      August 1999 and Sta-Dri in August 2000. The intangible assets have been
      re-characterized pursuant to SFAS 142 from "Goodwill" to be "Intangibles",
      since such intangibles are actually comprised of trademarks, acquired
      proprietary technology and customer lists. These intangibles are being
      amortized over a fifteen-year life on a straight-line basis. The Company
      continues to periodically review these long-lived assets for impairment
      whenever circumstances and situations change such that there is an
      indication that the carrying amounts may not be recovered.

8.    LOANS PAYABLE -SHAREHOLDER

      Loans payable to shareholders bear interest at 10% per annum and the
      principal plus accrued interest is due on demand.

9.    INCOME TAXES

      At May 31, 2004, the Company has available unused net operating loss
      carryforward ("NOL") of approximately $10,500,000 that may be applied
      against future taxable income and expire at various dates through 2020.
      The Company has a deferred tax asset arising from such net operating loss
      deductions and has recorded a valuation allowance for the full amount of
      such deferred tax asset since the likelihood of realization of the tax
      benefits cannot be determined.

                                                 2004
                                              -----------

      Deferred tax asset:

            Net operating loss carryforward   $ 3,570,000

            Valuation allowance                (3,570,000)
                                              -----------

      Net deferred tax asset                  $        --
                                              ===========

      A reconciliation of the statutory federal income tax benefit to actual tax
      benefit is as follows:

                                                 2004         2003
                                               --------    ---------
      Income tax (benefit) at statutory rate   $ 61,500    $(510,000)
      NOL (utilized) not utilized               (61,500)     510,000
                                               --------    ---------
      Actual tax benefit                       $     --    $      --
                                               ========    =========

      If the Company has a greater than 50% change in ownership of certain stock
      holdings by shareholders of the Company pursuant to Section 382 of the
      Internal Revenue Code, the net operating losses may be limited. Currently
      no such evaluation has been performed.


                                      F-11
<PAGE>

10.   BANK LINE OF CREDIT

      In connection with the acquisition of the Allied/Por-Rok division of The
      Sherwin Williams Company, Novex Systems International, Inc. obtained a
      $750,000 line of credit from Dime Commercial Corp. The line provided
      working capital and was secured by accounts receivable and inventory.
      Advances under the line were based on 80% of eligible accounts receivables
      and 50% of eligible inventory. Interest was computed on the average
      monthly balance under the line based on 4% above the prime rate at May 31,
      2003, the prime rate was 4.25%.

      As of May 31, 2003, the Company was not in compliance with several of the
      financial covenants. The Company satisfied its debt to Dime through the
      conveyance of its collateral to Dime in July 2003 as confirmed by a
      settlement agreement dated January 16, 2004.

11.   LONG TERM DEBT

      At May 31, 2004, long-term debt consists of:

      Notes payable (a)                              $1,120,958

      Debenture payable (b)                             125,000

      Dime note payable (c)                                   0

      Notes payable (d)                                 325,000
                                                     ----------

                                                      1,570,958

      Less: Unamortized debt discount                         0
                                                     ----------

                                                      1,570,958

      Less: Current portion                           1,570,958
                                                     ----------

                                                     $       --
                                                     ==========

   a) In the year ended May 31, 2002, the Company raised an additional $125,000
      from the same holder of the notes payable of $886,000 at May 31, 2001. The
      notes payable bear interest at 10% per annum and the principal plus
      accrued interest is due on demand. The notes payable are secured by a
      subordinated security interest in Novex's property, plant and equipment.
      The notes payable are due to parties associated with a director of the
      Company and provide the holder with piggyback registration rights. In
      connection with the notes payable the Company issued 750,000 shares of
      common stock as consideration for the financing and recorded as debt
      discount of $95,950 during the year ended May 31, 2001. During the year
      ended May 31, 2002, the Company issued 261,000 shares of common stock
      relating to the issuance and extension of the existing debt. These common
      shares were valued at $27,597 and recorded as an expense.


                                      F-12
<PAGE>

      In December 2002, a note holder signed an agreement to forbear from
      pursuing any claims against the Company to seek repayment of outstanding
      principal and interest due on the promissory notes purchased from the
      Company. In consideration for signing the agreement, the Company agreed to
      pay the note holder $50,000 on the additional condition that the note
      holder tender to the Company for cancellation, 625,000 shares of the
      Company's $.001 par value common stock it is holding. The $50,000 payment
      was allocated $40,625 to interest expense and $9,375 to the repurchase of
      common stock.

   b) Included in long-term debt are debentures owing to a stockholder of the
      company, Quilcap, Corp., in the amount of $125,000. This debenture from
      February 25, 1999, bears interest at 15% per annum and matured on May 31,
      1999.

   c) The Company had been obligated to Dime Commercial Corp. for $704,668 under
      a term loan. The term loan has been recorded net of a discount of $8,200
      as a result of a put warrant. Amortization of discount charged to
      operations for fiscal year 2003 was $37,089. The loan provided for monthly
      interest payments based on the prime rate plus four percent. Installments
      due under the loan began on March 13, 2000 in the amount of $7,722 per
      month. The loan matured on August 13, 2002 with a balloon payment of
      $655,000. There was a put warrant granted with the term loan, exercisable
      at $.25 and having an expiration date of September 1, 2002. In accordance
      with Emerging Issues Task Force No. 96-13 "Accounting for Derivative
      Financial Instruments Indexed to, and Potentially Settled In, a Company's
      Own Stock," we had allocated $21,037, to the put warrant and recorded the
      amount as part of long-term debt as of May 31, 2002. The put warrant
      expired in August 2002 and the remaining recorded value of such warrant
      was recorded as a contribution to equity. The note was collateralized by
      all of Novex's property, plant and equipment at the Clifton facility. As
      of May 31, 2003, the Company was not in compliance with several of the
      financial covenants and has not received a waiver from the bank.
      Therefore, long-term debt was classified in the balance sheet as current
      liabilities.

      In March 2002, Dime Commercial Corp. commenced a legal action against
      Novex to secure payment on the two outstanding notes and a separate action
      to seek foreclosure on the real property in an attempt to force the
      company to pay-off the notes in a reasonable time period. In April 2003
      Dime received a judgment for $1,336,000 and a judgment in foreclosure on
      Novex's real property, which was conveyed to Dime, along with Novex's
      personal tangible property located at the real property on July 1, 2003 in
      what Novex believed to be full satisfaction of the judgment. On January
      16, 2004, Novex, certain directors, officers and key shareholders of Novex
      common stock signed a definitive settlement agreement.

   d) In May and June 2002, the Company raised $325,000 from outside investors.
      The note payable bears interest at 10% per annum and the principal plus
      accrued interest was due on July 23, 2002, by which time the parties had
      expected to close a sale-leaseback of Novex's property. In connection with
      this loan the Company issued 400,000 stock options as consideration for
      the financing and recorded as debt discount $16,000, of which $1,600 has
      been expensed. The investors aborted the transaction immediately prior to
      closing. In April 2004 the investors commenced litigation against Novex ad
      its president for repayment of the loans.


                                      F-13
<PAGE>

12.   SHAREHOLDERS' DEFICIENCY

      Preferred Stock

      On August 7, 2000, the Company issued cumulative 10% series A convertible
      redeemable preferred stock ("series A preferred stock") for $1,281,351 in
      notes payable plus accrued interest of $109,037. The series A preferred
      stock had a liquidation preference of $1.00 per share plus declared and
      unpaid dividends. The series A preferred stock could have been redeemed at
      the option of the issuer at any time and any number of shares including
      unpaid dividends until August 7, 2002. Furthermore, the Company had
      provided the holder with the right to purchase any shares of the Company's
      common stock offered for sale or securities convertible into its common
      stock from August 7, 2000 until August 12, 2002. Additionally, the Company
      could not declare and pay any cash or stock dividends to any other class
      of equity securities until the series A preferred stock had been redeemed
      or converted to common stock.

      The series A preferred stock accrued dividends at a rate of 10% per year
      and on each anniversary date of the issuance of these shares the Company
      was to have issued one additional share of series A preferred stock for
      each one-dollar amount of unpaid dividends payable.

      After August 7, 2002, if any shares of the series A preferred stock are
      outstanding, including unpaid dividends, the Company will be required to
      declare a "special dividend" equal to 15% of the value of the series A
      preferred stock and therefore issues additional shares of series A
      preferred stock. Further, the series A preferred stock will automatically
      convert to common stock at a rate equal to 85% percent of the average
      trading price for the twenty consecutive days prior to August 7, 2003.
      Should the Company's common stock remain at its current low prices, upon
      the maturity date of August 7, 2003, the Company may be required to issue
      sufficient common shares to effectuate a change in control of the Company.

      During 2002, the Company issued 253,745 shares of preferred stock for
      dividends attributed to the terms of the preferred stock through May 31,
      2002.


                                      F-14
<PAGE>


      During 2003, the Company did not issued the 164,413 dividends attributed
      to the terms of the preferred stock through May 31, 2003, since the
      Company was in active negotiations to acquire or eliminate such series A
      preferred stock.

      On September 3, 2003, The Sherwin-Williams Company ("Sherwin") surrendered
      for cancellation all of its 1,000,000 shares of common stock and all of
      its 1,644,133 shares of preferred stock, including accrued dividends after
      February 28, 2003. The decision was based solely on Sherwin's review of
      its mandatory right to convert its preferred shares into common stock
      pursuant to an agreement reached on August 7, 2000, which upon exercise
      would have resulted in Sherwin ownng over 90% of the company's common
      stock. Under the circumstances Sherwin preference was to terminate its
      entire ownership interest in the Company, versus having to assume a
      substantial controlling interest in the Company pursuant to the terms and
      conditions of the August 7, 2000 agreement.

      Effective September 3, 2003, the Company has terminated all of its
      preferred shares having had a liquidation preference of $1.00 per share,
      or a face value of $1,644,133, and has reduced its issued and outstanding
      common stock by 1,000,000 shares to 25,245,187.

Common Stock

      a.    During fiscal 1996, former management of the Company issued
            1,800,000 shares for an amount that present management is unable to
            determine. The Company has been contacting the registered
            shareholders to determine if appropriate consideration was received
            for these shares. The shares have been recorded as outstanding with
            no consideration received for their issuance. During the years ended
            May 31, 1999 and 1998, a total of 120,000 and 483,750 shares of
            common stock, respectively, were returned by the registered
            shareholders and have been canceled by the Company. The Company
            intends to continue to pursue litigation against the remaining
            shareholders that it alleges have received securities without paying
            fair consideration to the Company.

      b.    Equity transactions during fiscal year 2003 were as follows:

                  o     The Company reacquired 625,000 shares of common stock as
                        part of a debt forbearance agreement with its single
                        largest non-institutional creditor.

                  o     The Dime put warrant expired in August 2002, resulting
                        in a contribution to capital in the amount of $22,364.

      c.    Equity transactions during fiscal year 2004 were as follows:

                  o     The Sherwin Williams Company surrendered for
                        cancellation all of its 1,000,000 shares of common stock
                        ad all of its 1,644,133 shares of preferred stock
                        including accrued dividends after May 31, 2002 paid with
                        preferred stock.

                  o     The Company terminated all of its preferred stock having
                        had a liquidation preference of $1.00 per share on a
                        face value of $1,644,133 and has reduced its o issued
                        and outstanding common stock by 1,000,000 shares to
                        25,245,187, resulting in a contribution to capital in
                        the amount of $1 million. The recorded values of the
                        preferred shares and common shares have been recorded as
                        contributed capital


                                      F-15
<PAGE>

13.   STOCK OPTIONS

      The following table summarizes the activity with regard to options and
      warrants for the years ended May 31, 2003 and 2004. No options or warrants
      were granted, cancelled or exercised in fiscal 2004.

<TABLE>
<CAPTION>
                      Stock Options                                        Warrants
      ----------------------------------------------   -----------------------------------------------
         Shares      Exercise Price    Exercisable         Shares       Exercise Price   Exercisable
      ------------   --------------   --------------   --------------   --------------   ------------
<S>                   <C>               <C>                <C>           <C>                <C>
         1,773,424    0.07 - 0.50       1,773,424          810,365       0.20 - 20.00       810,365
</TABLE>

14.   COMMITMENTS AND CONTINGENCY

      a.    The Company leased an automobile, telecommunication and reproduction
            equipment under long-term lease agreements. These lease agreements
            require cumulative monthly payments of approximately $880 per month
            for the terms of the respective leases expiring between December
            2003 and February 2004. All leases expired, without renewal, and no
            further commitments exist.

            Total rental expenses for the years ended May 31, 2004 and 2003 was
            approximately $883 and $1,000, respectively. The Company currently
            operates within the home of the CFO/CEO and no rent is accrued or
            paid for such use.

      b.    The Company has a licensing agreement for certain concrete related
            products, including an admixture that is capable of enhancing the
            basic characteristic of cementitious products. The Company is
            obligated to pay royalties based on a percentage of sales, subject
            to an annual guaranteed minimum royalty. Currently, the Company has
            not had to pay royalties as the licensed products are still in the
            development stage and therefore have not been ready for sale to
            customers. Furthermore, the Company has had several discussions with
            the licensor who has agreed to defer the minimum royalty payments
            until the Novacrete Admixture product emerges from the research and
            development stage.

      c.    During fiscal 1997, a shareholder commenced an action against the
            Company and its former President to enjoin the Company and the
            former President from taking any action that would restrict the sale
            of common stock that he allegedly owns. In the opinion of
            management, this action is without merit and will not have a
            material adverse effect on the Company's financial position or
            results of operations.

      d.    As of August 1, 2001 and until August 1, 2002, the Company will have
            to pay an additional $6,000 each month to the former owners of The
            Sta-Dri Company in the event that common stock of the Company has
            not traded above $1.00 per share for twenty consecutive trading days
            in each month. In the event that the common stock trades in excess
            of $1.00


                                      F-16
<PAGE>

            per share for twenty consecutive days the $6,000 monthly obligation
            shall terminate. The Company's common stock did not trade above the
            questioned time period and therefore has accrued for such payments
            due. These payments due and outstanding are recorded in accounts
            payable.

      e.    The Company is involved in several lawsuits arising from the
            non-payment of recorded payables.


                                      F-17
<PAGE>

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

      Novex has engaged the certified public accounting firm of Radin, Glass &
Co., LLP as its outside auditors to audit the company's annual financial
statements for the fiscal year ending May 31, 2004 and has had no disagreements
with them.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

      The following provides certain information concerning the directors and
executive officers of Novex and its subsidiaries as of May 31, 2004.

Name                            Aqe                     Position
----                            ---                     --------

William K. Lavin                60                Chairman, Secretary

Daniel W. Dowe                  42                Director, President
                                                  and Chief Executive Officer

Edward J. Malloy                68                Director

Kevin DeMatteis                 40                Director

William K. Lavin. Mr. Lavin became a director in October, 1997 and currently
operates his own consulting business that he formed in 1994. Before forming his
firm, he was Chief Executive Officer of Woolworth Corporation (renamed
"Venator") from 1993 to 1994 and immediately before that position he served as
Woolworth's Chief Administrative and Financial Officer. Mr. Lavin also serves on
the board of directors of the Allegheny Corporation (NYSE:Y) and Chicago Title
Corporation (NYSE:CTZ).

Daniel W. Dowe. Mr. Dowe became a director in March, 1997, Acting President on
November 17, 1997 and President and Chief Executive Officer on April 1, 1998.
Mr. Dowe has agreed to serve in this capacity for a three year period pursuant
to a written employment agreement and will have an option to serve for an
additional three year period. He was the founder of Dowe & Dowe, a New York
City-based law firm that provided legal services to Novex. From 1993 to November
17, 1997, Mr. Dowe practiced corporate and securities law at his firm. Before
practicing law, he was employed by Alliance Capital Management Company, Salomon
Brothers (Salomon Smith Barney, a division of Citigroup, Inc. ) and J.P. Morgan
Bank.

Edward J. Malloy. Mr. Malloy became a director of Novex in January, 1998. Since
1993 he has been President of the Building and Construction Council of Greater
New York. Mr. Malloy represents the interests of over 200,000 laborers involved
in the building trades in the Greater New York City area. He is responsible for
developing building projects in both the public and private sectors to ensure an
adequate level of work for his union members. Mr. Malloy brings to Novex an
extensive level of contacts and industry experience.


                                       18

<PAGE>

Kevin DeMatteis. Mr. DeMatteis became a director of Novex in January 2001. Mr.
DeMatteis is part of the DeMatteis Development Organization, which is a
closely-held developer of large scale real estate projects in the United States
and in international markets.

Committees of the Board of Directors

      The Board of Directors does not have a standing audit or nominating
committee or any other committees performing similar functions. Novex does have
a compensation committee consisting of Messrs. Lavin and Malloy (the
"Compensation Committee"). The Compensation Committee is responsible for
assuring that the officers and key management of Novex are effectively
compensated in terms of salaries, incentive compensation and benefits which are
internally equitable and externally competitive. The Compensation Committee is
responsible for setting the compensation of the executive officers.

Executive Officers

      At present, Mr. Dowe is Novex's only executive officer. As a result, Mr.
Dowe is handles all financial matters with certain bookkeeping and
administrative duties being performed by clerical workers and certain accounting
and tax-related matters being performed by outside professionals.

Item 11. Executive Compensation

The following table shows all remuneration in excess of $100,000 paid by Novex
and its subsidiaries through May 31, 2004, to all directors and officers:

                                     Table 1

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                    Long-Term Compensation
                  Annual compensation                                               Awards          Payouts
                  -------------------                                               ------          -------
                                                                        Securities
Name                                        Other          Restricted   Underlying                   All
and                                         Annual         Stock        Options                      Other
Principal               Salary     Bonus    Compensation   Awards       SARs                 LTIP    Compensation
Position      Year       ($)        ($)     ($)            (#)          (#)         Payout   ($)     ($)
-------------------------------------------------------------------------------------------------------------------
<S>           <C>     <C>            <C>     <C>            <C>          <C>          <C>     <C>    <C>
Daniel Dowe
President     2004    $180,000
(1)(2)        2003    $180,000
              2002    $180,000
</TABLE>

(1)   Commencing April 1, 1998, Mr. Dowe became an employee of Novex at an
      annual salary of $180,000. In the fiscal year ending May 31, 1999, Mr.
      Dowe received $150,000 in cash compensation and deferred the remaining
      $30,000 until Novex closed the Por-Rok transaction. As of the filing of
      this registration statement, Novex has paid to Mr. Dowe the balance of the
      deferred compensation. In addition, Mr. Dowe made an interest-free loan to
      Novex of $30,378 in the fiscal year 1999 to cover working capital
      shortfalls. In June 2001, Mr. Dowe converted his loan into 284,573 shares
      of common stock and a warrant to purchase 94,858 shares of common stock at
      a price of $.20 per share for a three year exercise period. The terms of
      the


                                       19

<PAGE>

      conversion were the same as those offered to new investors that purchased
      common stock and warrants offered by the company through a private
      placement of securities. Mr. Dowe does not receive any additional
      remuneration for serving as a director.

(2)   On April 1, 1998, Novex entered a three-year employment agreement with Mr.
      Dowe providing for an additional three years at his option and a minimum
      annual salary of $180,000 which the Compensation Committee reviews
      annually. As of the date of this Form 10-KSB, the Agreement has been
      amended to include a payment from Novex to Mr. Dowe in the amount of
      $800,000 if a Change of Control were to occur. The term "Change of
      Control" is defined in the Agreement as:

      (i)   termination of Mr. Dowe's employment by Novex for reasons other than
            for cause;

      (ii)  a significant reduction by Novex of his position, duties or
            responsibilities;

      (iii) the removal and/or replacement or any increase in the number of
            directors of Novex which removal, replacement or increase shall
            result in a change of 50% or more of the current board of directors,
            or

      (iv)  the accumulation or acquisition by any one shareholder or group of
            shareholders acting in concert resulting in that shareholder(s)'
            control over or beneficial ownership of 40% or more of Novex
            outstanding capital stock.

Item 12. Security Ownership of Certain Beneficial Owners

                        DIRECTORS AND EXECUTIVE OFFICERS

The following table shows the amount of common stock owned as of May 31, 2004 by
each director and officer and affiliates and by all directors and officers as a
group. Each individual has beneficial ownership of the shares which are subject
to unexercised stock options and stock warrants held by him, and each individual
has sole voting power and sole investment power with respect to the number of
shares beneficially owned:


                                       20

<PAGE>

                                     Table 1

         Security Ownership of Certain Beneficial Owners and Management

                                     Amount and Nature
Name and Address                       of Beneficial               Percent of
of Beneficial owner (1)                 Ownership(2)                Class(2)
-----------------------              -----------------             ----------

Daniel W. Dowe                            2,869,690                   11.00%
Director, President, (4)

William K. Lavin                            105,316                    1.22%
Chairman, Secretary(5)

Kevin DeMatties, Director                   200,000                    1.00%

Edward J. Malloy, Director (6)               65,316                     .33%
                                          ---------                   ------

All Directors and Officers
as a group                                3,240,322                   12.85%
                                          =========                   =====

A.    The class includes stock options and stock warrants granted to the
      directors and officers before May 31, 2003 which are deemed by Novex to be
      acquirable by the beneficial owner within 60 days of the date of this Form
      10-KSB by exercise of the option or warrant. As of May 31, 2004 there were
      25,245,187 shares issued and outstanding and 25,795,187 on a fully diluted
      basis. Percentages are stated on a fully diluted basis.

Director Compensation

      None of Novex's directors are compensated for serving as directors.

                                     Table 2

                 Security Ownership of Certain Beneficial Owners
                                (Non-Management)

                                     Amount and Nature
Name and Address                       of Beneficial               Percent of
of Beneficial owner                     Ownership(1)                 Class(1)
-----------------------              -----------------             ----------

Not Applicable.


                                       21

<PAGE>

Item 13. Certain Relationships and Related Transactions

In August 2001, Mr. Dowe's spouse, Janet L. Dowe became an employee of the
company serving in an administrative capacity. On occasion, Mrs. Dowe renders
legal and administrative services to Novex. Any payments to Mrs. Dowe for legal
services rendered to Novex are approved by the Board of Directors, except for
Mr. Dowe who was not entitled to vote on these matters.

      In May 1999, Mr. Daniel Dowe made an interest free loan to Novex in the
amount of $30,378 to provide it with cash flow during the operating deficit that
occurred during the last quarter of fiscal 1999. In June 2001, Mr. Dowe
converted his loan into 284,573 shares of common stock and a warrant to purchase
94,858 shares of common stock at a price of $.20 per share for a three year
exercise period. The terms of the conversion were the same as those offered to
new investors that purchased common stock and warrants offered by the company
through a private placement of securities.

      David A. Dowe who is the brother of Daniel W. Dowe has made loans to the
company and has purchased common stock under the same terms and conditions as
other non-affiliated investors that either loaned money to the company or
purchased securities..

      With respect to the foregoing transactions, Novex believes that the terms
of these transactions were as fair to Novex as could be obtained from an
unrelated third party. Future transactions with affiliates including loans will
be on terms no less favorable than could be obtained from unaffiliated parties
and will be approved by a majority of the independent disinterested members of
the board of directors.


                                       22

<PAGE>

Item 14. Principal Accountant Fees and Services

Audit Fees

      The aggregate fees billed and unbilled for the fiscal year ended May 31,
2004, and 2003 for professional services rendered by our principal accountants
for the audits of our annual financial statements, and the review or our
financial statements included in our quarterly reports on Form 10-QSB were
approximately $15,000 and $27,500, respectively.

Tax and Other Fees

      There aggregate fees billed for the fiscal years ended May 31, 2004 and
2003 for tax related or other services rendered by our principal accountants in
connection with the preparation of our federal and state tax returns was $-0-.

Approval of Non-Audit Services and Fees

      We did not have independent directors or an audit committee during fiscal
2004 or 2003. We plan to form an Audit Committee consisting solely of
independent directors and, consistent with SEC policies and guidelines regarding
audit independence, the audit Committee will be responsible for the pre-approval
of all audit and permissible non-audit services provided by our principal
accountants on a case-by-case basis.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(A)         The financial statements and supplementary data are included in Part
            II Item 8

None.


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<PAGE>

(B) Exhibits to be incorporated herein by reference:

Exhibit
   No.        Description of Exhibit
--------      ----------------------

2.1           Plan of Merger of Stratford Acquisition Corp. and the Registrant
              into the Registrant

3.1(i)        Articles of Incorporation of Stratford Acquisition Corp.

3.1(ii)       Certificate of Incorporation of the Registrant

3.1(iii)      New York Certificate of Merger of Stratford Acquisition Corp. into
              Registrant

3.1(iv)       Minnesota Certificate of Merger of Stratford Acquisition Corp.
              into Registrant

3.2           By-Laws

4.1           Specimen Common Stock Certificate

4.2           Form of Class B Warrants

4.3           Form of 10% $550,000 Convertible Debenture and Stock Warrant
              Agreement

4.4           Form of 9% $800,000 Convertible Debenture and Stock Warrant
              Agreement

4.5           Form of 15% $250,000 Senior Debenture and Stock Warrant Agreement

4.6           Term Sheets re Director Loans to Company dated July 29, 1998;
              August 13, 1998; August 20, 1998; August 27, 1998; September 4,
              1998; and May 14, 1999

10.1          Employment Agreement between Registrant and Daniel W. Dowe

10.2          Amendment to Employment Agreement between Registrant and Daniel
              W. Dowe

10.3          Amended and Restated Purchase Agreement between The
              Sherwin-Williams Company and Registrant

10.4          Form of Promissory Note to Dime Commercial Corp.

10.5          Form of Promissory Note to The Sherwin-Williams Company

10.6          Bill of Sale from The Sherwin-Williams Company to Registrant

10.7          Designation Certificate

10.8          Form of Promissory Notes to Alfonso DeMatteis

24.1          Power of Attorney (contained on signature pageof this Prospectus).

99.1          Battista Agreement

99.2          Supercrete N/A Limited Agreement dated December 20, 1996

(B) Exhibits filed herein:

21            Subsidiaries of Novex

31            Certification of Principle Executive and Financial Officer
              Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32            Certification Pursuant to 18 U.S.C. Section 1350 As Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


                                       24

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, Novex Systems International, Inc. has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized:

NOVEX SYSTEMS INTERNATIONAL , INC.


By: /ss/ Daniel W. Dowe
   ----------------------------------
   Daniel W. Dowe, Chief Executive Officer
   And Chief Financial Officer

Dated: October 14, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in capacities and on the dates indicated:

                                                         Dated
                                                    ----------------


  /ss/ Daniel W. Dowe              Director         October 14, 2004
----------------------------
Daniel W. Dowe


 /ss/ William K. Lavin             Director         October 14, 2004
----------------------------
William K. Lavin


 /ss/ Edward J. Malloy             Director         October 14, 2004
----------------------------
Edward J. Malloy


 /ss/ Kevin DeMatteis              Director         October 14, 2004
----------------------------
Kevin DeMatteis


                                       25