<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 1O-KSB

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                   For the fiscal year ended December 31, 2002

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        Commission file number: 000-28883

                           Halifax International. Inc.
                           --------------------------
             (Exact Name of Registrant as Specified in its Charter)

Nevada
------                                           58-2212465
State or other jurisdiction of                     I.R.S. Employer
incorporation or organization)                   Identification No.)

                               1108 Oglethorpe Dr.
                             Atlanta, Georgia 30319
                                 (404) 816-6100
(Address and telephone number of principal executive offices and principal place
of business)

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange 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 such filing requirements for the past 90
days.
Yes [X] No[ ]

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part HI of this Form 10-KSB or any amendment to
this Form 10-KSB. ______

State issuer's revenue for its most recent fiscal year: $88,564.

As of March 15, 2003 the registrant had 20,841,486 shares of common stock
outstanding. The aggregate market value of the voting stock held by
non-affiliates as of that date was approximately $1,800,000.

Documents incorporated by reference: None.

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

<PAGE>

<TABLE>
<S>                                                                                                              <C>
                                                       PART I
Item 1.   Description of Business                                                                                 3
Item 2.   Description of Property                                                                                 4
Item 3.   Legal Proceedings                                                                                       4
Item 4.   Submission of Matters to a Vote of Security holders                                                     4

                                                       PART II

Item 5.   Market for Common Equity and Related Stockholder Matters                                                4
Item 6.   Management's Discussion and Analysis                                                                    5
Item 7.   Financial Statements                                                                                    7
Item 8.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                    7

                                                      PART III

Item 9.  Directors and Executive Officers; Promoters and Control Persons; Compliance with Section 16(a) of the
         Exchange Act                                                                                             7
Item 10. Executive Compensation                                                                                   8
Item 11. Security Ownership of Certain Beneficial Owners and Management                                          10
Item 12. Certain Relationships and Related Transactions                                                          10

                                                       PART IV

Item 13  Controls and Procedures                                                                                 11
Item 14. Exhibits and Reports on Form 8-K                                                                        11
</TABLE>

                                       2

<PAGE>

                           FORWARD LOOKING STATEMENTS

         In this annual report references to "Halifax," "we," "us," and "our"
         refer to Halifax International, Inc. and its subsidiaries.

         This annual report contains certain forward-looking statements. For
this purpose any statements contained in this annual report that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "estimate" or "continue" or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, many of which are not
within Halifax's control. These factors include but are not limited to economic
conditions generally and in the industries in which Halifax may participate;
competition within Halifax's chosen industry, including competition from much
larger competitors; technological advances and failure by Halifax to
successfully develop business relationships.

                                     PART I

                         ITEM 1: DESCRIPTION OF BUSINESS

Business Development

         Halifax International was originally incorporated on February 27, 1996
in the state of Nevada as Silver Strike Mining Company, Inc. On February 12,
1999, Silver Strike changed its name to Halifax International, Inc. On February
26, 1999, Halifax acquired Christopher Partners, Inc., a Georgia corporation, as
a wholly-owned subsidiary. Christopher Partners had a wholly owned subsidiary,
Palau Engineering & Construction Co., Ltd., a Bermuda corporation. On June 14,
2000, Halifax formed a wholly-owned subsidiary, Truscom, Inc., a Japanese
corporation, and on June 20, 2001, Halifax incorporated another wholly owned
subsidiary, Annapolis Valley Ventures, Inc. in the state of Delaware. In
November 2000 we discontinued Palau Engineering operations. On December 13,
2002, Halifax incorporated a majority owned subsidiary, X-VU, L.L.C. a limited
liability company under the laws of the state of Georgia.

Business

         Halifax International, Inc. is a holding company with two operating
subsidiaries; Annapolis Valley Ventures, Inc. and X-VU, L.L.C.

         X-VU, L.L.C. was formed to market specialty consumer electronic
products and services across North America and via the Internet. The Company is
negotiating an exclusive master distribution agreement with a Chinese
manufacturer to begin selling a unique virtual reality headgear that enhances
the viewing experience of games and other types of video entertainment. Other
follow on products may include portable DVD players and accessories. X-VU will
seek to add products that represent innovation at a compelling value. The
Company's immediate objective is to quickly build sales of the headgear which
has features not otherwise available in the marketplace, primarily a
light-emitting diode (LED) manufactured by Kopin Corporation (Nasdaq: KOPN), a
leading semi-conductor company. X-VU intends to market its products through a
combination of direct sales from a website, TV, print and Internet advertising
and indirect sales from video rental and retail electronics chain stores.
Whenever possible, X-VU will outsource business functions to minimize fixed
costs and to enhance its operational flexibility in pursuit of maximizing
short-term cash flows. The Company hopes to attain sufficient brand awareness
and market share to attract a corporate acquirer.

         Halifax has an investment in Truscom, Inc., a company specializing in
secure internet technology for financial transactions and governmental
applications. Through contracts entered into with X-Tec, a Florida based company
holding the exclusive patent on "Mediametrics"' the latest in secure "net"
technology, Truscom has

                                       3

<PAGE>

acquired the nonexclusive rights to distribute this technology, in its various
applications, throughout Asia and parts of Europe.

         Mediametrics(TM) is a non-finite state based, security solution that
enables business and organizations in the public and private sectors to securely
process, store, and manage proprietary information. Key areas of focus include
secure solutions for electric commerce, embedded systems, transaction and data
processing, access control, communications, and Internet banking. As of December
31, 2002 we have invested $1,100,000 in the development of Truscom.

         Through Annapolis Valley Ventures, Inc. a wholly owned subsidiary.
Halifax offers prepaid products and services, specializing in wireless
technology, long distance telephone services, local dial tone. Lack of capital
has restricted sales. This business will be curtailed within fiscal year 2003.

Employees.

         Halifax currently has one employee. X-VU is negotiating with an
individual to serve as a President/CEO of X-VU.

                         ITEM 2: DESCRIPTION OF PROPERTY

         Halifax does not currently own or lease any property.

                            ITEM 3: LEGAL PROCEEDINGS

         On July 16, 2002, Larry Rodammer ("Rodammer") filed a complaint against
the Company, Mr. Phillip Lundquist and Christopher Partners, Inc. in the Circuit
Court of the 15th Judicial Circuit In and For Broward County, Florida seeking
damages in excess of $210,000 and other unspecified relief. The litigation arose
out of failure to pay two promissory notes made by Christopher Partners, Inc. to
Rodammer and one promissory note made by the Company to Rodammer and includes
claims against Mr. Lundquist for alleged misrepresentations made to Rodammer. On
September 10, 2002, the Defendants filed an answer seeking dismissal of this
case. Defendants intend to vigorously defend against the claims in the
complaint.

         On March 14, 2002, Cellcards of Illinois, L.L.C. ("Cellcards") filed a
complaint against Annapolis Valley Ventures, Inc., a wholly owned subsidiary of
the Company ("Annapolis") in the State of Illinois seeking actual damages of
approximately $100,000, and other unspecified relief. The litigation arose out
of orders placed by Annapolis with Cellcards for prepaid cellular products. In
July 2002, judgment was entered against Annapolis.

         In November 2001, Cellmart Wireless, Inc. ("Cellmart") filed a
complaint against the Company, Annapolis Valley Ventures, Inc. and Messrs.
Lundquist and Brisker in the State of Texas seeking actual damages of
approximately $40,000 and unspecified exemplary damages. The litigation arose
out of a NonExclusive Distributor Agreement dated July 6, 2001 by and between
Cellmart and the Company, and the conduct of the parties thereunder. On August
13, 2002, judgment was entered in favor of the plaintiff against the defendants.

         On October 7, 2002 in the Circuit Court of the 17th judicial circuit
Broward County, Florida, the law suit Victor A. Hinojosa, third party plaintiff
in Halifax International and Philip E. Lundquist was settled in a confidential
stipulation.

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

We have not submitted a matter to a vote of our shareholders during the fourth
quarter of the 2002 fiscal year.

                                       4

<PAGE>

                                     PART II

        ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         We have had minimal trading activity in our stock since June, 2002,
when our common stock was removed from the NASD OTC Electronic Bulletin Board
quotation service. The Company is seeking to have its common stock included in
the NASD OTC Electronic Bulletin Board quotation service under the symbol HFAX.

         The following table represents the range of the high and low bid prices
of our stock as reported by the Nasdaq Trading and Market Services for each
fiscal quarter for the last two fiscal years ending December 31, 2002. Such
quotations represent prices between dealers and may not include retail markups,
markdowns, or commissions and may not necessarily represent actual transactions.
We have approximately 400 stockholders of record holding 20,841,486 common
shares and five persons hold 976,500 shares of preferred stock. As of March 15,
2003, 5,661,248 shares of common stock are unrestricted and the balance,
15,180,238 shares, are restricted shares as that term is defined in Rule 144.

<TABLE>
<CAPTION>
Year              Quarter ended                      High              Low
----              -------------                      ----              ---
<S>               <C>                               <C>              <C>
2001              March 31,                         $1.125           $ 0.50
                  June 30,                             .61             0.10
                  September 30,                        .16             0.08
                  December 31,                         .15            0.025

2002              March 31,                            .37             .010
                  June 30,                            0.23             0.01
</TABLE>

DIVIDENDS

         We have not declared dividends on our common stock and do not
anticipate paying dividends on our common stock in the foreseeable future.
However, in September 2000 we issued 976,500 shares of preferred stock to five
persons to satisfy demand notes payable of $976,500, with principal and
interest. The preferred stock has no voting rights. The preferred stock is
entitled to receive cumulative dividends at the rate of eight dollars ($8) per
share per annum, payable on the first day of January and July each year. No
dividends will be paid to common shareholders until the accumulated dividends
have been paid. Upon dissolution or liquidation of Halifax, the preferred stock
is entitled to $100 per share and, in the case of voluntary liquidation, a
premium equal to five dollars ($5) per share. The preferred stock is convertible
for three years at the holders' option into one share of common stock at $1.00.

b) Recent Sales of Unregistered Securities

         The following shares were sold without registration by Halifax during
the fourth quarter 2002 and as of a recent date.

         On October 17, 2002 we sold 50,000 shares to one investor for .10 cents
a share. We relied on an exemption from registration under the Securities Act of
1933 provided by Section 4(2) as a private transaction not involving a public
distribution.

         On November 12, 2002 we sold 100,000 shares to one investor for .10
cents a share. We relied on an exemption from registration under the Securities
Act of 1933 provided by Section 4(2) as a private transaction not involving a
public distribution.

                                       5

<PAGE>

         On November 29, 2002 we sold 15,000 shares to one investor for .10
cents a share. We relied on an exemption from registration under the Securities
Act of 1933 provided by Section 4(2) as a private transaction not involving a
public distribution.

         On December 12, 2002 we sold 40,000 shares to one investor for .25
cents a share. We relied on an exemption from registration under the Securities
Act of 1933 provided by Section 4(2) as a private transaction not involving a
public distribution.

         On December 17, 2002 we sold 200,000 to one investor for .25 a share.
We relied on an exemption from registration under the Securities Act of 1933
provided by Section 4(2) as a private transaction not involving a public
distribution.

                  ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

General. The following discussion and analysis explains trends in the Company's
financial condition and results of operations for the years ended December 31,
2002 and 2001. The consolidated financial statements and notes thereto included,
as part of the financial statements should be read in conjunction with these
discussions.

         The Company incurred a net loss for the twelve months ended December
31, 2002 of $1,240,286 which included a net loss from operations of $231,820 and
a write down of investments of $1,008.466. This compares to a loss of $802,399
for the same period in 2001, an increase of $437.867.

         The Company recorded revenues of $88,564 for the year ended December
31, 2002 compared to $446,529 for the year ended December 31, 2001. The increase
in net loss is the result of a write down of investment of $1,008,466 compared
to a write down of $233,520 for the twelve month ended December 31, 2001. Other
factors included an increase in consulting fees of $50,399 paid to one
individual.

                  * Decrease in professional fees of $159,800 as the result of
our undertaking no acquisition activities during the year.

                  * Decrease in interest expenses of $900 for the year ended
December 31, 2002 over the same period ending November 31, 2001.

                  * Decrease in travel expenses of $95,669 for the year ended
December 31, 2002 over the same period ending December 31, 2001 as the result of
no international activities.

                  * Decrease in entertainment and promotion expenses of $16,047
as the result of fewer clients.

                  * Decrease in salaries and wages of $48,900 as a result of a
reduction in employees.

                  * Decrease in rent expenses of $84,524 as a result of
eliminating office space.

         In fiscal 2002 the company generated sales of $88,564 through the sale
of its POS terminals and prepaid products. A lack of funding caused us to
discontinue sales.

         Our current liabilities increased by $47,210 to $489,000 as of December
31, 2002. The increase in total current liabilities was the result of higher
legal expenses.

Factors Affecting Future Performance Our management intends to actively develop
our subsidiaries during the next twelve months. However, because of limited
capital available for such development, we may be unsuccessful in these
endeavors. Acquisitions of complementary service product lines, technologies or
businesses may also adversely affect our operations. These acquisitions may
result in a potentially dilutive issuance of equity securities, the incurrence
of debt and contingent liabilities, and amortization of expenses related to
goodwill and other

                                       6

<PAGE>

intangible assets. In addition, acquisitions involve numerous risks, including
difficulties in the assimilation of the operations, technologies, services, and
products of the acquired companies, along with the diversion of management's
attention from other business concerns, risks of entering markets in which we
have no or limited direct prior experience and the potential loss of key
employees of the acquired company.

Financing and Liquidity As of December 31, 2002, we had a cash balance of
$36,228, and $342,328 in total assets. Our current liabilities increased from
$441,790 to $489,000. Net cash used by operations was $192,320 related to the
costs and expense of generating business. Net cash provided by financing
activities was $219,010 for the year ended December 31, 2002 and came from the
sale of common stock. Net cash used for investments in subsidiaries was $1,000.
Currently we have no material commitments. Notes payable on demand of $227,500
bear an interest rate of 12% per annum and a twelve month maturity. We are
obligated to pay preferred stock dividends of approximately $22,000 due January
1, 2003 and $44,000 due January 30, 2003.

         We have financed our operations primarily through the sale of common
stock and cash flow from operations.

         We believe that our cash needs for the next twelve months will be met
by sales of our common shares in private placements, debt financings and, if
necessary, loans from our directors, officers and shareholders. However, we
cannot assure that private placements will provide sufficient funds needed for
the development of our business. We also note that if we issue more shares of
our common stock our shareholders may experience dilution in the value per share
of their common stock.

         We continue to investigate the availability, source and terms for
external financing, but have not entered in to any agreements at this time for
such financing. We can not assure that funds will be available from any source,
or, if available, that we will be able to obtain the funds on terms agreeable to
us. Any additional debt could result in a substantial portion of our cash flows
from operations, if any, being dedicated to the payment of principal and
interest on the indebtedness, and could render us more vulnerable to competitive
and economic downturns.

                          ITEM 7: FINANCIAL STATEMENTS

         Reference is made to the financial statements for the years ended
December 31, 2002 and 2001 which are attached to this Form 1 0-KSB report.

              ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         The Jeffries Group, Certified Public Accountants has served as the
Company's principal independent accountant continuously since February 1999.

                                    PART III

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

a)  DIRECTORS AND EXECUTIVE OFFICERS

         Our executive officers and directors and their respective ages,
positions and term of office are set forth below. Biographical information for
each of those persons is also presented below. Our bylaws require three
directors who serve until our next annual meeting or until each is succeeded by
another qualified director. Our officers are chosen by our Board of Directors
and serve at its discretion. There are no existing family relationships between
or among any of our executive officers or directors.

                                       7

<PAGE>

<TABLE>
<CAPTION>
                                                                                            Director or
       Name                         Age                 Position Held                      Officer Since
       ----                         ---                 -------------                      -------------
<S>                                 <C>      <C>                                         <C>
Philip E. Lundquist                 67       Chairman/Chief Executive Officer/           January 26, 1999
                                             President/Secretary/Treasurer, Director
Ronan A. Harris                     31       Director                                    December 3, 1999

Stephen E. Brisker                  51       Director                                    July 21, 2001
</TABLE>

PHILIP E. LUNDQUIST - Mr. Lundquist served as Secretary/Treasurer and a Chairman
of the Board of Christopher Partners since 1996. He was appointed to the same
offices for Halifax in January of 1999. On May 1, 2003 Mr. Lundquist was elected
President and Chief Executive Officer of Halifax. From 1988 to the present he
has served as President of Lundquist Advisory Company, a company which provides
corporate finance advisory services. He has held management positions at
Reynolds Securities, Montgomery Securities, Inc. and Alex Brown & Sons in Miami,
San Francisco and Baltimore, He was Director of Corporate Finance of Deloitte &
Touche, Atlanta, Georgia. Mr. Lundquist graduated from Williams College with a
bachelors degree in political science and economics in 1957. During 1962 to
1964, he attended the Institute of Investment Banking at the Wharton School of
Business, University of Pennsylvania.

RONAN A. HARRIS - Mr. Harris is the Chief Operating Officer for Truscom and has
served in that position since June 2000. In January 1999 he founded Aubyn
Management Ltd. which specializes in developing new markets and business
opportunities in Japan. From 1996 to January 1999 he was employed as a
consultant for JJ International, a financial consulting business, From December
1993 to February 1996 he was employed as an engineer at Mitsubishi Corporation.
He graduated with honors from The University of Dublin with a degree in
Electrical Engineering. Following his graduation, Mr. Harris was recruited by
Mitsubishi Chemical Corporation and moved to Japan.

STEPHEN E. BRISKER - Mr. Brisker is the President and CEO of DVS Communications,
Executive Vice-President of Business Affairs for Smash Media and is
Vice-President and Chief Operating Officer of Skgrilla Entertainment. From
September 1999 through September 2000 he was employed as Executive Vice
President of Urban Radio Broadcasting, LLC. He founded Sheridan Gospel Network
in September of 1996 and remained with that company until May 1999. From July
1995 through July 1997 he was President and CEO of Hartcom, Inc. WKND Radio. He
received a bachelors degree from Yale University, a masters degree from Wesleyan
University and attended New York University of School of Law.

b.  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than ten percent of a registered
class of our equity securities, to file with the Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of changes in
ownership of common stock and our other equity securities. Officers, directors
and greater than ten-percent beneficial owners are required by SEC regulations
to furnish us with copies of all Section 16(a) reports they file. During the
year ended December 31, 2002, Form 4s for Mr. Lundquist and Mr. Brisker were not
timely filed.

                                       8

<PAGE>

                         ITEM 10: EXECUTIVE COMPENSATION

         The following table shows the compensation paid to our executive
officers and directors for services rendered to Halifax and our subsidiaries in
all capacities during the past three fiscal years.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION                   LONG-TERM COMPENSATION
                               ------------------------------------    -----------------------------------
                                                                               AWARDS             PAY-OUTS
                                                                       -----------------------------------
                                                          OTHER                     SECURITIES
                                                         ANNUAL        RESTRICTED     UNDER-                  ALL OTHER
                                                         COMPEN           STOCK       LYING                    COMPEN-
     NAME AND                   SALARY     BONUS         SATION         AWARD(S)     OPTIONS       LTIP         SATION
PRINCIPAL POSITION      YEAR     ($)        ($)            ($)             ($)       SARS(#)      PAYOUTS        ($)
------------------------------------------------------------------------------------------------------------------------
<S>                     <C>    <C>        <C>         <C>              <C>          <C>           <C>         <C>
Steven E. Brisker       2002   $ 97,000               $ 43,000(1)(2)                166,667(9)
President/ Chief        2001
Executive
Officer/Director
Resigned 5/1/2003
------------------------------------------------------------------------------------------------------------------------
Victor A. Hinojosa      2001   $      0   $      0    $ 44,100(2)
President               2000   $      0   $      0    $311,276(4)
Resigned 7/20/2001      1999   $      0   $      0    $198,376(3)
                        2002              $ 97,000
------------------------------------------------------------------------------------------------------------------------
Philip E. Lundquist     2002   $      0   $      0    $ 93,553(3)
Secretary/Treasurer/    2001   $      0   $      0    $ 65,380(3)
Director/Chairman       2000   $      0   $      0    $289,818(3)
Elected Chief
Executive and
President 5/1/2003
------------------------------------------------------------------------------------------------------------------------
Roanan A. Harris        2001                          $  8,800(5)
Director                2000   $      0   $      0    $ 26,000(5)
                        1999   $      0   $      0
------------------------------------------------------------------------------------------------------------------------
Yoshio Komatsubara      2001                          $ 10,000(6)
                        2000   $      0   $      0    $ 10,000(7)(8)
                        1999   $      0   $      0    $      0
Director

Resigned 6/29/2001
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes $18,000 for consulting services and expense reimbursement and
     2,500,000 shares of common stock valued at $125,000

(2)  2,500,000 shares of common stock issued to Brisker and valued at $125,000.

(3)  Paid for consulting services and expense reimbursement for business
     development.

(4)  Includes $111,507 paid for consulting services and expense reimbursement
     and 100,000 shares of common stock valued at $50,000.

(5)  Includes 44,000 shares of common stock valued at $8,800.

(6)  Includes 86,000 shares of common stock valued at $26,000.

(7)  Includes 100,000 shares of common stock valued at $10,000.

(8)  Includes 50,000 shares of common stock valued at $10,000.

(9)  This represents the portion of Mr. Brisker's stock option that vested
     during the year ended December 31, 2002

                                       9

<PAGE>

         On July 21, 2001, our Board appointed Stephen E. Brisker as Chief
Operating Officer and as a Director. Mr. Brisker will serve as an interim
director until the next annual meeting of shareholders. Philip E. Lundquist was
appointed to serve as President, CEO, and Secretary/Treasure. Then on October 8,
2001, our Board appointed Mr. Brisker President and Chief Executive Officer. Mr.
Hinojosa resigned as President and Chief Executive Officer on July 20, 2001, and
resigned as a Director on January 21, 2002. Mr. Lundquist will continue to serve
as our Secretary/Treasurer. Yoshio Komatsubara resigned on July 15, 2001. On May
1, 2003, Mr. Brisker resigned as President and Chief Executive Officer and Mr.
Lundquist was elected as President and Chief Executive Officer of Halifax.

                   OPTIONS / SAR GRANTS IN LAST FINANCIAL YEAR

<TABLE>
<CAPTION>
                                              INDIVIDUAL GRANTS

                            NUMBER OF       % OF TOTAL
                            SECURITIES     OPTIONS/SARS     EXERCISE                   MARKET VALUE OF COMMON
                            UNDERLYING      GRANTED TO      OR BASE                   SHARES UNDERLYING OPTIONS
                           OPTIONS/SARS    EMPLOYEES IN      PRICE      EXPIRATION      ON THE DATE OF GRANT
      NAME                   GRANTED       FISCAL YEAR       ($/SH)        DATE           ($/COMMON SHARE)
---------------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>              <C>         <C>           <C>
Steven E. Brisker           166,667(1)         100%          $0.25       10/2004              $16,666
</TABLE>

(1) This represents the portion of Mr. Brisker's stock option that vested during
the year ended December 31, 2002.

Compensation of Directors

         We do not have any standard arrangement for compensation of our
directors for any services provided as director, including services for
committee participation or for special assignments.

Employment Contracts and Termination of Employment, and change-in-control
Arrangements.

         On June 1, 2001, we entered into a 4-year Employment Agreement with Mr.
Brisker. Mr. Brisker's employment term is automatically extended for an addition
year after the initial term unless we or Mr. Brisker terminate the Employment
Agreement at least 180 days prior to the expiration of the initial term for any
reason. The term is extended from year to year thereafter, unless we or Mr.
Brisker terminate the Employment Agreement for any reason. We may terminate the
Employment Agreement at any time "for cause" as defined in that Agreement. The
Employment Agreement provides for an annual salary of $180,000 and an annual
bonus of up to $60,000 as determined by the Board of Directors. Pursuant to the
terms of the Employment Agreement, we issued 500,000 shares of our common stock
to Mr. Brisker on July 1, 2001 and we issued 2,000,000 shares of our common
stock to Mr. Brisker on October 1, 2001. The Employment Agreement provides for
the payment by us of premiums on a $1,000,000 ten (10) year term life insurance
policy on Mr. Brisker's life. Such policy is to be owned by Mr. Brisker or his
designee. The Employment Agreement contains non-solicitation of our employees,
non-solicitation of our customers and non-competition provisions. On May 1, 2003
Mr. Brisker resigned as an officer of Halifax and his Employment Agreement with
Halifax was terminated. Mr. Brisker has made a claim under his Employment
Agreement totaling $439,000. Halifax is reviewing Mr. Brisker's claim. Upon
completion of its review, Halifax intends to commence discussions with Mr.
Brisker regarding his claim.

         In the event we have a "change of control" as defined in the Employment
Agreement, Mr. Brisker may treat the Employment Agreement as terminated, and
upon such termination Mr. Brisker will be entitled to one year's salary and all
non-vested stock grants will immediately vest.

         Pursuant to the terms of the Employment Agreement, we agreed to issue
to Mr. Brisker 500,000 shares of our common stock according to a schedule based
on the number of our POS terminals installed.

         Mr. Brisker will be granted stock options to purchase 500,000 shares of
our common stock. The stock options are to be incentive stock options and will
be granted upon the adoption of a stock option plan and its

                                       10

<PAGE>

approval by our stockholders. These were the only stock options which were
provided for during 2001. The stock options vest at the rate of 166,666 shares
each July 1, commencing July 1, 2002.

                ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth the beneficial ownership of our
outstanding common stock of; (i) each of our executive officers, (ii) each of
our directors and (iii) all executive officers and directors as a group. There
is not any other person or group known by us to own beneficially more than 5% of
our outstanding common stock. Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power with
respect to securities. Except as indicated by footnote, the persons named in the
table below have sole voting power and investment power with respect to all
shares of common stock shown as beneficially owned by them. The percentage of
beneficial ownership is based on 20,841,486 shares of common stock outstanding
as of March 15, 2003.

                                   MANAGEMENT

<TABLE>
<CAPTION>
                                                             Common Stock Beneficially Owned
                                                             -------------------------------
        Name and Address of                          Number of Shares of                 Percentage
         Beneficial Owners                              Common Stock                      of Class
        -----------------                               ------------                      --------
<S>                                                  <C>                                 <C>
Stephen E. Brisker                                      2,666,666(1)                       12.7%
1735 Lake Winds Dr.
Missouri City, Texas

Victor A. Hinojosa                                        887,334                           4.2%
515 East Las Olas Blvd., #1150
Ft. Lauderdale, Florida 33301

Philip E. Lundquist                                     2,282,252                          10.9%
1108 Oglethorpe Drive
Atlanta, Georgia 30319

Ronan A. Harris                                           239,323                           1.1%
Aoyama Palacio Tower liE
3-6-7 Kita-Aoyama
Minato-ku, Tokyo 107-0061, Japan

All executive officers and directors
as a group                                              6,075,575                          29.0%
</TABLE>

(1) This includes 166,666 shares of common stock which may be purchased by Mr.
Brisker upon exercise of stock options granted to him by the Company. The
percentage in this table assumes the portion of the stock option granted to Mr.
Brisker that has vested has been exercised by him.

             ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The following information summarizes certain transactions we have
either engaged in the last two years or propose to engage in involving our
executive officers, directors, more than 5% stockholders, or immediate family
members of such persons.

         During fiscal year 2002, we paid Stephen Brisker, our President and
Chief Executive Officer $97,000.

         During fiscal year 2001, we paid Philip E. Lundquist $65,380 for salary
and expense reimbursement for business development.

                                       11

<PAGE>

         During fiscal year 2002 we paid Philip Lundquist, our
Secretary/Treasurer, $93,553 for consulting services and business development.
Philip Lundquist purchased 465,419 shares for .10 cents a share from the Company
in October, 2002.

                                     PART IV

                        ITEM 13: CONTROLS AND PROCEDURES

         Based on their most recent evaluation, which was completed in
consultation with management within 90 days of the filing of this Form 10-K, the
Company's Chief Executive Officer and Chief Financial Officer believe the design
and operation of the Company's disclosure controls and procedures (as defined in
Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) were effective as of the date of such
evaluation in timely alerting the Company's management to material information
required to be included in this Form 10-K and other Exchange Act filings. There
were no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in the Company's internal
controls or other factors that could significantly affect these controls
subsequent to the date of the evaluation described above.

                    ITEM 14: EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit No.                                Description
<S>               <C>
    2.1           Agreement and Plan of Reorganization between Silver Strike
                  Nevada and Christopher Partners, Inc., dated January 29, 1999.
                  (Incorporated by reference to Exhibit No. 8.1, to Form 10-SB,
                  filed January 13, 2000.)

    3,1           Articles of Incorporation of Silver Strike Mining Company,
                  Inc. (Incorporated by reference to Exhibit No. 2.1, to Form
                  10-SB, filed January 13,2000.)

    3.2           Certificate of Amendment to the Articles of Incorporation
                  filed July 8, 1996. (Incorporated by reference to Exhibit No.
                  2.2, to Form 10-SB, filed January 13, 2000.)

    3.3           Articles of Merger filed July 18, 1996. (Incorporated by
                  reference to Exhibit No. 2.3, to Form 10-SB, filed January 13,
                  2000.)

    3.4           Certificate of Amendment to Articles of Incorporation filed
                  July 23, 1998. (Incorporated by reference to Exhibit No. 2.4,
                  to Form 10-SB, filed January 13, 2000.)

    3.5           Certificate of Amendment to Articles of Incorporation filed
                  February 12, 1999. (Incorporated by reference to Exhibit No.
                  2.5, to Form 10-SB, filed January 13, 2000.)

    3.6           Articles of Share Exchange filed February 26, 1999.
                  (Incorporated by reference to Exhibit No. 2.6, to Form 10-SB,
                  filed January 13, 2000.)

    3.7           Amended and Restated Bylaws of Halifax International, Inc.
                  (Incorporated by reference to Exhibit No. 2.7, to Form 10-SB,
                  filed January 13, 2000.)

    4.1           Preferred Stock Document. (Incorporated by reference to
                  Exhibit No.4.1 to Form 1 0-QSB, filed November 13, 2000.)

   10.1           Exclusive Sales Representative Agreement between Truscom and
                  XTec, dated October 11, 2000. (Incorporated by reference to
                  Exhibit No. 10.1 to the Form 10-QSB, filed November 13, 2000.)

   10.2           Consultant Agreement between Halifax and Columbia Financial
                  Group, Inc., dated January 2, 2001. (Incorporated by reference
                  to Exhibit 10.2 to the Form 10-KSB, filed March 29, 2001).

   10.3           Employment Agreement between Stephen E. Brisker and Halifax
                  International, Inc., dated June 1, 2001. (Incorporated by
                  reference to Exhibit 10.3 to Form 10-KSB filed April 15, 2002)

   99.1           Statement of Chief Executive Officer pursuant to Section 1350
                  of Title 18 of the United States Code.
</TABLE>

                                       12

<PAGE>

<TABLE>
<S>               <C>
   99.2           Statement of Chief Financial Officer pursuant to Section 1350
                  of Title 18 of the Untied States Code.
</TABLE>

(b) Reports of Form 8-K

         No reports on Form 8-K were filed by the Company during the last
quarter of the most recent fiscal year.

                                   SIGNATURES

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

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

Date: May 6, 2003                             By: /s/ Philip E. Lundquist
                                                  ------------------------------
                                              Philip E. Lundquist, CEO/President
                                              Director and Treasurer

Date: May 6, 2003                             By: /s/ Ronan A. Harris
                                                  ------------------------------
                                              Ronan A. Harris, Director

                                       13

<PAGE>

                                  CERTIFICATION

I, PHILIP E. LUNDQUIST, CHIEF EXECUTIVE OFFICER OF HALIFAX INTERNATIONAL, INC.
CERTIFY THAT:

1. I HAVE REVIEWED THIS ANNUAL REPORT ON FORM 10-K OF HALIFAX INTERNATIONAL,
INC..

2. BASED ON MY KNOWLEDGE, THIS ANNUAL REPORT DOES NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS
WERE MADE, NOT MISLEADING WITH RESPECT TO THE PERIOD COVERED BY THIS ANNUAL
REPORT;

3. BASED ON MY KNOWLEDGE, THE FINANCIAL STATEMENTS, AND OTHER FINANCIAL
INFORMATION INCLUDED IN THIS ANNUAL REPORT, FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE
REGISTRANT AS OF, AND FOR, THE PERIODS PRESENTED IN THIS ANNUAL REPORT.

4. THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I ARE RESPONSIBLE FOR
ESTABLISHING AND MAINTAINING DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN
EXCHANGE ACT RULES 13a-14 AND 15d-14) FOR THE REGISTRANT AND WE HAVE:

                  a. DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES TO ENSURE
                  THAT MATERIAL INFORMATION RELATING TO THE REGISTRANT,
                  INCLUDING ITS CONSOLIDATED SUBSIDIARIES, IS MADE KNOWN TO US
                  BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE
                  PERIOD IN WHICH THIS ANNUAL REPORT IS BEING PREPARED;

                  b. EVALUATED THE EFFECTIVENESS OF THE REGISTRANT'S DISCLOSURE
                  CONTROLS AND PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR TO
                  THE FILING DATE OF THIS ANNUAL REPORT (THE "EVALUATION DATE");
                  AND

                  c. PRESENTED IN THIS ANNUAL REPORT OUR CONCLUSIONS ABOUT THE
                  EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED
                  ON OUR EVALUATION AS OF THE EVALUATION DATE;

5. THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I HAVE DISCLOSED, BASED ON OUR
MOST RECENT EVALUATION, TO THE REGISTRANT'S AUDITORS AND THE AUDIT COMMITTEE OF
REGISTRANT'S BOARD OF DIRECTORS (OR PERSONS PERFORMING THE EQUIVALENT FUNCTION):

                  a. ALL SIGNIFICANT DEFICIENCIES IN THE DESIGN OR OPERATION OF
                  INTERNAL CONTROLS WHICH COULD ADVERSELY AFFECT THE
                  REGISTRANT'S ABILITY TO RECORD, PROCESS, SUMMARIZE AND REPORT
                  FINANCIAL DATA AND HAVE IDENTIFIED FOR THE REGISTRANT'S
                  AUDITORS ANY MATERIAL WEAKNESSES IN INTERNAL CONTROLS; AND

                  b. ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES
                  MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN
                  THE REGISTRANT'S INTERNAL CONTROLS; AND

6. THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I HAVE INDICATED IN THIS
ANNUAL REPORT WHETHER OR NOT THERE WERE SIGNIFICANT CHANGES IN INTERNAL CONTROLS
OR IN OTHER FACTORS THAT

                                       14

<PAGE>

COULD SIGNIFICANTLY AFFECT INTERNAL CONTROLS SUBSEQUENT TO THE DATE OF OUR MOST
RECENT EVALUATION, INCLUDING ANY CORRECTIVE ACTIONS WITH REGARD TO SIGNIFICANT
DEFICIENCIES AND MATERIAL WEAKNESSES.

DATE: MAY 6, 2003                         /s/ PHILIP E. LUNDQUIST
                                          -----------------------
                                          PHILIP E. LUNDQUIST
                                          CHIEF EXECUTIVE OFFICER

                                       15

<PAGE>

                                  CERTIFICATION

I, PHILIP E. LUNDQUIST, CHIEF FINANCIAL OFFICER OF HALIFAX INTERNATIONAL, INC.
CERTIFY THAT:

1. I HAVE REVIEWED THIS ANNUAL REPORT ON FORM 10-K OF HALIFAX INTERNATIONAL,
INC.

2. BASED ON MY KNOWLEDGE, THIS ANNUAL REPORT DOES NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS
WERE MADE, NOT MISLEADING WITH RESPECT TO THE PERIOD COVERED BY THIS ANNUAL
REPORT;

3. BASED ON MY KNOWLEDGE, THE FINANCIAL STATEMENTS, AND OTHER FINANCIAL
INFORMATION INCLUDED IN THIS ANNUAL REPORT, FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE
REGISTRANT AS OF, AND FOR, THE PERIODS PRESENTED IN THIS ANNUAL REPORT.

4. THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I ARE RESPONSIBLE FOR
ESTABLISHING AND MAINTAINING DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN
EXCHANGE ACT RULES 13a-14 AND 15d-14) FOR THE REGISTRANT AND WE HAVE:

                  a. DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES TO ENSURE
                  THAT MATERIAL INFORMATION RELATING TO THE REGISTRANT,
                  INCLUDING ITS CONSOLIDATED SUBSIDIARIES, IS MADE KNOWN TO US
                  BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE
                  PERIOD IN WHICH THIS ANNUAL REPORT IS BEING PREPARED;

                  b. EVALUATED THE EFFECTIVENESS OF THE REGISTRANT'S DISCLOSURE
                  CONTROLS AND PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR TO
                  THE FILING DATE OF THIS ANNUAL REPORT (THE "EVALUATION DATE");
                  AND

                  c. PRESENTED IN THIS ANNUAL REPORT OUR CONCLUSIONS ABOUT THE
                  EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED
                  ON OUR EVALUATION AS OF THE EVALUATION DATE;

5. THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I HAVE DISCLOSED, BASED ON OUR
MOST RECENT EVALUATION, TO THE REGISTRANT'S AUDITORS AND THE AUDIT COMMITTEE OF
REGISTRANT'S BOARD OF DIRECTORS (OR PERSONS PERFORMING THE EQUIVALENT FUNCTION):

                  a. ALL SIGNIFICANT DEFICIENCIES IN THE DESIGN OR OPERATION OF
                  INTERNAL CONTROLS WHICH COULD ADVERSELY AFFECT THE
                  REGISTRANT'S ABILITY TO RECORD, PROCESS, SUMMARIZE AND REPORT
                  FINANCIAL DATA AND HAVE IDENTIFIED FOR THE REGISTRANT'S
                  AUDITORS ANY MATERIAL WEAKNESSES IN INTERNAL CONTROLS; AND

                  b. ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES
                  MANAGEMENT OR OTHER EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN
                  THE REGISTRANT'S INTERNAL CONTROLS; AND

6. THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I HAVE INDICATED IN THIS
ANNUAL REPORT WHETHER OR NOT THERE WERE SIGNIFICANT CHANGES IN INTERNAL CONTROLS
OR IN OTHER FACTORS THAT

                                       16

<PAGE>

COULD SIGNIFICANTLY AFFECT INTERNAL CONTROLS SUBSEQUENT TO THE DATE OF OUR MOST
RECENT EVALUATION, INCLUDING ANY CORRECTIVE ACTIONS WITH REGARD TO SIGNIFICANT
DEFICIENCIES AND MATERIAL WEAKNESSES.

DATE: MAY 6, 2003                         /s/ PHILIP E. LUNDQUIST
                                          -----------------------
                                          PHILIP E. LUNDQUIST
                                          CHIEF FINANCIAL OFFICER

                                       17

<PAGE>

                           HALIFAX INTERNATIONAL, INC.

                                 BALANCE SHEETS

                           DECEMBER 31, 2002 AND 2001

                                     ASSETS

<TABLE>
<CAPTION>
                                                                       2002                      2001
<S>                                                                <C>                       <C>
CURRENT ASSETS
    Cash                                                           $    36,328               $    10,638

OTHER ASSETS
  Investment in Annapolis Valley Ventures, Inc.                    $     5,000               $    95,000
  Investment in Truscom, Inc.                                      $   300,000               $ 1,093,466
  Investment in WTI Advantage Products, Inc.                       $       -0-               $   125,000
  Investment in X-VU, LLC                                          $     1,000                         -
     Total Other Assets                                            $   306,000               $ 1,313,466

                 TOTAL ASSETS                                      $   342,328               $ 1,324,104
                                                                   ===========               ===========

                      LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
  Accounts Payable                                                 $   261,500               $   222,000
  Notes Payable                                                    $   227,500               $   219,790
            Total Current Liabilities                              $   489,000               $   441,790

STOCKHOLDERS' EQUITY
  Common Stock - 30,000,000 shares authorized,                     $ 6,386,849               $ 6,175,549
   20,803,486 issued and outstanding
  Preferred Stock                                                  $   976,500               $   976,500
   10,000,000 shares authorized,
   976,500 issued and outstanding
  Retained earnings                                                $(6,268,035)              $(6,036,215)
  Accumulated Other Comprehensive Income                           $(1,241,986)              $  (233,520)
                                                                   -----------               -----------

            Total Stockholders' Equity                             $   146,672               $   882,314

                 TOTAL LIABILITIES AND
                 STOCKHOLDERS' EQUITY                              $   342,328               $ 1,324,104
                                                                   ===========               ===========
</TABLE>

                                       18

<PAGE>

                           HALIFAX INTERNATIONAL, INC.
                         STATEMENT OF INCOME AND EXPENSE
             FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                       2002                      2001
                                                                       ----                      ----
<S>                                                                <C>                       <C>
INCOME                                                                                       $
Sales                                                              $    88,564               $   446,529
COST OF SALES                                                      $    11,415               $   334,022

GROSS MARGIN                                                       $    77,149               $   112,507

EXPENSES
  Automobile expenses                                              $    19,702               $    12,013
  Bank charges                                                     $     4,183               $     3,855
  Consulting Fees                                                  $   158,126               $   107,721
  Contributions                                                    $       160               $       150
  Dues and subscriptions                                           $       263               $       500
  Entertainment and promotion                                      $    24,919               $    40,966
  Insurance                                                        $     3,012               $    13,081
  Interest                                                         $         -               $       900
  Licenses                                                         $       275               $       662
  Marketing                                                        $       888               $         -
  Miscellaneous                                                    $         -               $       370
  Office expenses                                                  $     1,276               $    17,684
  Postage and courier                                              $        26               $       108
  Professional fees                                                $    41,906               $   201,706
  Rent                                                             $    11,732               $    96,256
  Salaries and Wages                                               $         -               $    48,900
  Telephone                                                        $     5,311               $     3,664
  Travel                                                           $    37,190               $   132,859
                                                                   -----------               -----------
       Total Expenses                                              $   308,969               $   681,395

NET INCOME FROM OPERATIONS                                         $  (231,820)              $  (568,888)

OTHER INCOME AND EXPENSES
  Interest Income                                                            -                         9
                                                                   -----------               -----------
  Unrealized loss on investment                                    $(1,008,466)              $   233,520
                                                                   -----------               -----------

            NET INCOME                                             $(1,240,286)              $  (802,399)
                                                                   ===========               ===========
</TABLE>

                                       19

<PAGE>

                           HALIFAX INTERNATIONAL, INC.

                         STATEMENTS OF RETAINED EARNINGS

             FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                       2002                      2001
                                                                       ----                      ----
<S>                                                                <C>                       <C>
RETAINED EARNINGS - BEGINNING OF YEAR                              $(6,036,215)              $(5,467,336)

NET INCOME FROM OPERATIONS                                         $  (231,820)              $  (568,879)
                                                                   -----------               -----------

RETAINED EARNINGS - END OF YEAR                                    $(6,268,035)              $(6,036,215)
                                                                   ===========               ===========
</TABLE>

                                       20

<PAGE>

                           HALIFAX INTERNATIONAL, INC.

                            STATEMENTS OF CASH FLOWS

             FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                       2002                      2001
                                                                       ----                      ----
<S>                                                                <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                                       $(1,240,286)              $  (568,879)
  Accumulated Other Comprehensive Income                           $ 1,008,466               $   233,520
   Changes in:
    Accounts payable                                               $    39,500               $   222,000
    Accrued Interest                                               $         -               $     6,720
  Net cash used by operating activities                            $  (192,320)              $  (587,119)

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of Promissory notes                                     $    (7,710)              $    78,190
  Issuance of Common Stock                                         $   211,300               $ 1,046,650
                                                                   -----------               -----------
    Net cash provided by financing activities                      $   219,010               $ 1,124,840

CASH FLOWS FROM INVESTING ACTIVITIES
  Investments in Related Companies                                 $     1,000               $  (608,466)
                                                                   -----------               -----------
    Net cash used by investing activities                          $     1,000               $  (608,466)

      NET INCREASE (DECREASE) IN CASH                              $    25,690               $   (70,745)

CASH - BEGINNING OF PERIOD                                         $    10,638               $    81,383
                                                                   -----------               -----------

CASH - END OF PERIOD                                               $    36,328               $    10,638
                                                                   ===========               ===========
</TABLE>

                                       21

<PAGE>

                           HALIFAX INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002

NOTE 1 - PLAN OF REORGANIZATION AND ACQUISITION

On February 26, 1999, Halifax International, Inc. (formerly Silver Strike Mining
Company, "the Company") acquired Christopher Partners, Inc. through the issuance
of 5,414,111 shares of common stock. Shareholders of Silver Striker Mining
Company received a total of 1,022,500 shares of Halifax International, Inc.
common stock and $125,000. The Company also authorized a name change to Halifax
International, Inc. upon the effective date of the merger. This merger is
treated as a reverse acquisition and, therefore, all historical information is
that of the accounting survivor Christopher Partners, Inc.

NOTE 2 - CONSOLIDATION POLICY

These consolidated financial statements include the books of Halifax
International, Inc. (formerly Silver Strike Mining Company) and its wholly owned
subsidiaries Christopher Partners, Inc. and Truscom, Inc. All intercompany
transactions and accounts have been eliminated.

NOTE 3 - USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to use estimates and assumptions.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, and the reported revenues and expenses. Actual results could differ
from the estimates used in preparing the financial statements.

NOTE 4 - RELATED PARTY TRANSACTION

Fees and expenses paid to related parties (officers and shareholders) for the
twelve months ended December 31, 2002 consisted of the following:

<TABLE>
<CAPTION>
       Payee                                Amount
       -----                                ------
<S>                                         <C>
Philip E. Lundquist                         $93,553
</TABLE>

NOTE 5 - INVESTMENT IN TRUSCOM, INC.

Truscom, Inc. is a wholly-owned subsidiary of Halifax International, Inc.
Truscom, Inc. owns a non-exclusive sales representation agreement for Japan with
XTEC, Inc. of Miami, Florida and is valued at cost less $793,466. While it is
reasonably possible that this estimate of value may

                                       22

<PAGE>

change in the near term, no estimate can be made of the range of additional loss
that is at least reasonably possible.

NOTE 6 - INVESTMENT IN WTI ADVANTAGE PRODUCTS, INC.

The acquisition of WTI Advantage Products, Inc. has been terminated.

NOTE 7 - INVESTMENT IN X-VU, LLC

On December 13, 2002, X-VU, LLC was incorporated in Georgia to market specialty
consumer electronic products and services across North American and via the
Internet.

NOTE 8 - NOTES PAYABLE

Notes payable bear interest at the annual rate of 12% and have a maturity of 12
months.

NOTE 9 - WARRANTS

In January 2001, a total of 500,000 warrants to purchase common stock; 250,000
at exercise price of $1.00 for 3 years, 250,000 at exercise price of $2.00 for 5
years, were granted.

In March 2001, a total of 1,761,583 warrants to purchase common stock at
exercise price of $1.50, expiring March 2003, were issued to investors who
purchased stock from 1996 through 1998.

                                       23

<PAGE>

                           HALIFAX INTERNATIONAL, INC.

                        SCHEDULE OF STOCKHOLDERS' EQUITY
          FROM SEPTEMBER 25, 1995 (INCEPTION) THROUGH DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                       Common Stock                  Preferred Stock
                                       ------------                  ---------------          Retained     Stockholders'
                                 Shares            Amount       Shares           Amount       Earnings        Equity
                                 ------            ------       ------           ------       --------        ------
<S>                            <C>               <C>            <C>              <C>         <C>           <C>
Founders' Stock, 9/25/95        6,000,000
Issuance of Common Stock        1,000,000        $  100,000
(Investor group)               -----------       ----------
Balance, 12/31/95               7,000,000           100,000
Issuance of Common Stock          754,500           754,500
Services                          672,500
Net Income                                                                                     (734,591)
Balance, 12/31/96               8,427,000           854,500                                    (734,591)      119,909
Issuance of Common Stock          444,900           444,900
Services                          285,500
Net Income                                                                                     (435,353)
Balance, 12/31/97               9,157,400         1,299,400                                  (1,169,944)      129,456
Issuance of Common Stock        1,064,990           990,434
Services                          605,832
Net Income                                                                                     (905,505)
Balance, 12/31/98              10,828,222         2,289,834                                  (2,075,449)      214,385
Revere stock split (2:1)
2/26/99                        (5,414,111)
Issuance of Common Stock        1,022,500          (125,000)
And cash
Issuance of Common Stock          634,200           565,805
Services                          311,410
Net Income                                                                                   (1,924,426)
Balance, 12/31/99               7,382,221         2,730,639                                  (3,999,875)   (1,269,236)
Issuance of Common Stock        1,744,000         2,023,260
Conversion of Notes Payable                                     976,500          976,500
Into Preferred Stock, 9/30/00
Conversion of Note Payable        375,000           375,000
Into Common Stock
Services                          884,000
Net Income                                                                                   (1,467,461)
Balance, 12/31/2000            10,385,221         5,128,899     976,500          976,500     (5,467,336)      638,063
Issuance of Common Stock        3,008,583         1,046,650
Services                        4,951,750
Net Income                                                                                     (568,879)
Accumulated Other                                                                                            (233,520)
Comprehensive Income
Balance, 12/31/2001            18,345,554         6,175,549     976,500          976,500     (6,036,215)      882,314
Issuance of Common Stock        1,607,800           211,300
Services                          850,132
Net Income                                                                                     (231,820)
Accumulated Other                                                                                          (1,008,466)
Comprehensive Income
                               ----------        ----------     -------          -------     ----------    ----------
Balance, 12/31/2002            20,803,486         6,386,849     976,500          976,500      6,268,035       146,672
                               ==========        ==========     =======          =======     ==========    ==========
</TABLE>

                                       24