SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the Year Ended: October 31, 2002

                         Commission File Number: 0-27002

                        INTERNATIONAL DISPLAYWORKS, INC.
             (Exact name of Registrant as specified in its charter)


            Delaware                                  94-3333649
            --------                                  ----------
   (State or Incorporation)               (I.R.S. Employer Identification No.)

   599 Menlo Drive, Suite 200, Rocklin, California                   95765
   -----------------------------------------------                   -----
      (Address of principal executive offices)                     (Zip Code)

                                 (916) 415-0864
                                 --------------
              (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock

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 Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [X] Yes   [ ] No

Check if there is no  disclosure of  delinquent  filers  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 the Form 10-K or any amendment of this
Form 10-K. [ ]

Indicate by a check mark whether the registrant is an accelerated filer.
[ ] Yes    [X] No

Aggregate  Market  Value  of the  voting  stock  held by  non-affiliates  of the
registrant  based on the closing  sale price as reported by the NASDAQ  OTCBB on
January 10, 2003 is $3,023,646.

The number of shares of the registrant's common stock, no par value, outstanding
on January 10, 2003 was 19,217,246.

Documents incorporated by reference:  None

<PAGE>

With the exception of historical facts stated herein,  the matters  discussed in
this  Form  10-K  are  "forward  looking"  statements  that  involve  risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to  statements  regarding  anticipated  levels  of  future
revenues and earnings from the operations of  International  DisplayWorks,  Inc.
and its subsidiaries,  (the "Company"),  projected costs and expenses related to
the operations of the Company, liquidity, capital resources, and availability of
future equity capital on commercially reasonable terms. Factors that could cause
actual results to differ  materially are discussed  under "Item 7 - Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity  and Capital  Resources  - Factors  That May Affect  Future  Results."
Readers of this Form 10-K are  cautioned  not to put undue  reliance on "forward
looking"  statements,  which,  by their nature,  are not reliable  indicators of
future  performance.  The Company disclaims any intent or obligation to publicly
update  these  "forward  looking"  statements,   whether  as  a  result  of  new
information, future events or otherwise.

                                     PART I
ITEM 1.  BUSINESS

     Granite Bay  Technologies,  Inc.  ("GBAY"),  merged  into its wholly  owned
subsidiary,  International  DisplayWorks,  Inc. (the  "Company,"  "IDW," "we" or
"us") on October 31, 2001.  IDW assumed the reporting  obligations of GBAY. As a
result of the  merger,  the  Company  is now a  Delaware  corporation.  GBAY was
originally  incorporated  under  Oregon  law  as  Morrow  Snowboards,  Inc.,  to
manufacture and market snowboard equipment and apparel. In 1999, Morrow sold the
snowboard  business to K2 and the apparel  business to Westbeach  and on January
31, 2000, Morrow purchased all of the outstanding  shares of Common Stock of IDW
from four  private  investors  and IDW became our wholly  owned  subsidiary.  On
February  1,  2000,   IDW   acquired   through  its   wholly-owned   subsidiary,
International DisplayWorks (Hong Kong) Ltd. ("IDWHK"), a company organized under
the  laws of  Hong  Kong,  SAR,  all of the  shares  of  MULCD  Microelectronics
(Shenzhen) Co., Ltd. ("MULCD") and IDW Technology (Shenzhen) Co., Ltd. ("IDWT"),
companies  organized under the laws of the People's Republic of China from Vikay
Industrial Ltd., a Singapore company operating under judicial management ("Vikay
Group"). (IDW, IDWHK, MULCD, and IDWT are collectively referred to as "IDW," the
"Group," the "Company," "we" or "us") (MULCD and IDWT are collectively  referred
to as the "PRC Companies"). IDW Singapore was incorporated by the Company in the
third quarter of 2000 and discontinued operations in June of 2001 as a result of
general cost cutting and reorganization programs.  Copies of our reports can  be
found on our website "www.idwlcd.com."

     Our  headquarters  are  located  in  Rocklin,  California.  The  design and
manufacturing of our products is conducted in our facilities in the PRC where we
employ approximately 1,250 people. The Company's  continuing  operations consist
of International DisplayWorks, Inc. (IDW), a Delaware corporation, International
DisplayWorks Hong Kong Limited.  (IDWHK), and IDW Technology (Shenzhen) Co. Ltd.

<PAGE>

(IDWT),  MULCD  Microelectronics  (Shenzhen)  Co., Ltd.  (MULCD).  We design and
manufacture a wide range of display  products  including liquid crystal displays
("LCD"),  LCD modules,  turnkey  assemblies,  front panel display  systems,  and
printed  circuit  board  assemblies  for use in the  end  products  of  Original
Equipment Manufacturers ("OEM") and products incorporating LCDs.

     The  LCDs  and   circuits   we   design   and   manufacture   are  used  in
telecommunications  (cell phones and other wireless  communication  devices), as
well  as in  medical  equipment,  household  appliances,  utility  applications,
automotive  equipment,  retail  and office  equipment  and  consumer  electronic
products.  Targeted  areas for new  applications  include  audio,  cash register
vending, lawn sprinklers and personal digital assistants (PDAs). In addition, we
are developing new distribution channels for existing applications.

     To  remain  competitive,   we  are  expanding  production   technology  and
capabilities,  and improving the organization and deployment of the staff at the
manufacturing   facilities.  We  are  focusing  on  high-volume  production  and
management  support to increase yields and decrease unit costs, and reducing the
inventory  to sales ratio  through  careful  planning  and  scheduling.  We have
established  internal systems to improve the level of  communications  among the
factory,  sales offices and customers to reduce lead times for price quotations,
design and production.

     These internal changes have laid the foundation for the future  development
of the Group and give us strength in designing prototypes and producing products
on a timely and cost-efficient basis, including a wide variety of custom design,
quality display modules  required in the end products of OEMs and increasing the
volume and efficiency throughout our LCD line.

Industry Overview

The Technology

     Since the commercial  production of the first light emitting diodes ("LED")
in the 1960s and twisted  nematic ("TN") liquid  crystal  displays in the 1970s,
the use of LCD and LED  indicators  has  become  widespread  in  industrial  and
consumer  electronics  products with LCD now the predominant display technology.
These technologies were developed to overcome  limitations in uses,  principally
in terms of size, life and power consumption of standard displays or indicators.

     An LCD modifies  light that passes  through or is  reflected by it,  rather
than emitting light like an LED. An LCD generally  consists of a layer of liquid
crystalline  material  suspended  between two glass plates.  The crystals  align
themselves in a predictable manner, which changes when stimulated  electrically.
The change in  alignment  produces a visual  representation  of the  information
desired when used in  conjunction  with  polarizers and either an external light
source or natural ambient light.

     The flexibility of liquid crystal  technology allows for easy customization
in both size and design.  Displays are manufactured in sheet form and the images
can be changed by generating  artwork to the  customer's  requirements.  Display
size  can  be  controlled  by  programming  the  cutting  tool  to  the  desired
dimensions.  There is no significant  additional  manufacturing cost for a fully
custom display that allows each product to have its own unique  appearance  such
as icons, annunciators and color printing.
<PAGE>

The Industry

     OEMs often  design their  products to contain  unique  display  modules and
features as a highly cost-effective means of differentiating their products from
those of  competitors.  OEMs  then make the  decision  whether  to use  standard
devices,  design  and  produce  devices  in-house  or  outsource  design  and/or
production.  In making the decision,  OEMs often  recognize  that their greatest
strengths are consumer  recognition  of their brand names,  market  research and
product  development  expertise and effective  sales and  distribution  channels
rather than in manufacturing.  OEMs also recognize that the time constraints and
limitations  of available  resources  often preclude them from  maintaining  the
specialized in-house expertise and equipment necessary to design and manufacture
custom  devices  and  that  standard   "off-the-shelf"  device  are  not  always
available. As a result, many OEMs outsource the design and production of devices
and  components  in which they lack the requisite  technology  and expertise and
focus their  resources on the areas where they have the greatest  expertise  and
leverage.  Outsourcing  allows  them to gain  access to  specialized  design and
manufacturing  technology and  expertise,  accelerate  the design  process,  and
reduce  their  own  investment  in  equipment,  facilities,  and  the  personnel
necessary  for  specialized  design  and  production.  By  reducing  design  and
manufacturing costs by utilizing the specialized  resources of a supplier,  such
as  ourselves,  and  concentrating  their  resources  on their  strengths in the
production  and   distribution  of  their  core  products,   they  can  maximize
profitability and reduce risk and time to market.  Our  specialization on design
and production provides a partnership  advantageous to both parties and provides
value through focus and economies of scale. This is further enhanced by locating
our manufacturing operations in the PRC.

     Several  major  OEMs  in the  electronics  industry  have  announced  their
decision  to  outsource  production  of  components  and final  assembly  of end
products,  including major cellular phone, PDA manufacturers and many others. We
believe that these  decisions  have been made to allow major OEMs to concentrate
on designing concepts for finished products,  marketing the finished product and
to better control costs by reducing the need for  specialized  equipment,  while
the Company can produce products for multiple companies.  IDW expects to benefit
from these  decisions  because it will  provide  us with more  design  input and
create  more  value-added  opportunities,  resulting  in  increased  module  and
assembly business, and solidified  relationships,  while providing our customers
with quality, reliability and lower overall product and service costs.

Products and Service

     Our products  consist of LCDs and  subassemblies,  ranging from the low-end
LCDs for  calculators,  watches  and  electronic  games to  STN-LCDs  for use in
applications  that require high multiplex  rates and wide viewing  angles.  Such
devices are used in cellular telephones,  consumer appliances, office equipment,
bar  code  readers,  hand  held  computers,  automotive  equipment  and  medical
electronics.  The display  company,  MULCD,  produces the LCDs. The  electronics
company,  IDWT, designs and manufactures  customized LCD modules adding value to
the basic displays with electronics, keypads, interface circuitry, back lighting
and mounting hardware. This division also produces assemblies without LCDs. IDWT
has   production   and  design   capability  in  module   processes,   including
chip-on-glass  (COG), surface mount technology ("SMT"),  chip-on-board  ("COB"),
tape automated bonding ("TAB"), keypads and back lighting.
<PAGE>

     We currently emphasize  custom-design  display modules.  Custom devices and
displays represent more than 90% of our current sales and we believe,  offer the
best  opportunity  for higher  profits  and  potential  growth.  For each custom
device,  we work  directly with our customer to develop and produce the original
design  and then  manufacture  the  device  in  accordance  with the  customer's
specifications.  We identify  the  specific  needs of existing  and  prospective
customer's applications. We then assign a cross-functional team of our engineers
to a custom design  project to develop the product  working with the  customer's
engineers throughout the design phase,  prototype  development and manufacturing
process.  This effort results in a complete system or product,  which requires a
specific visual display (cellular  telephones,  medical instruments or hand-held
data collection devices).  We, also, have an inventory of completed designs that
are currently generating revenue and are expected to generate additional revenue
in the future.

     We are instituting a careful  marketing and customer  selection  process to
more  closely  align our  growth  and  development  objectives  with that of the
customers and industries,  which offer the greatest  opportunity for growth. Our
research and development is focused upon technological developments and products
that meet the current and future requirements of those industries and companies.

Manufacturing

     We have a broad range of production  processes to  manufacture a variety of
LCD types and features,  including TN and STN displays, which incorporate a wide
variety of  interface  technologies,  as well as  appearance  and  environmental
options.  MULCD, the display  subsidiary,  has a fully automated,  LCD front-end
sheet  processing  production  line that started in 1998,  which is supported by
back-end  processing and testing operators.  MULCD's LCD line was awarded an ISO
9001  certification for quality.  (ISO is a quality standard  established by the
International Organization for Standardization.)

     IDWT, the module and assembly  subsidiary is an ISO 9001 certified  display
module and assembly production facility.  Current manufacturing technologies are
Chip on Glass (COG),  Chip on Board (COB),  Surface Mount Technology (SMT), Tape
Automated Bonding (TAB) assembly and heat seal flex circuitry  assembly to which
we have added  Quarter  VGA  (QVGA).  IDWT has the option to buy  displays  from
outside  sources in order to expand  its  production  capabilities  or to have a
second source to meet customers'  requirements.  IDWT's production  capabilities
include SMT lines for high-speed  electronic  component placement and production
lines for LCD  Modules,  Printed  Circuit  Board  Assemblies  (PCBA).  IDWT also
produces PCBAs without LCDs.

     Wage costs for manufacturing  are currently  materially lower in China than
in the mature  markets of the West.  We are thus  positioned  with a competitive
advantage to compete effectively for business in the United States and Europe as
well as Asia.  IDW may be less able to compete for  customers  outside  China or
with companies with closer manufacturing  facilities if this wage advantage were
to  decrease  or other cost  differentials  affecting  IDW's  ability to provide
products at competitive prices were eroded.
<PAGE>

     We seek to  increase  our  value  to  customers  by  providing  responsive,
flexible,  total  design  and  manufacturing  services.  To date,  manufacturing
services have been concentrated  towards the manufacture of LCDs and assembly of
custom design display modules. IDW will provide extended  manufacturing services
beyond those base  services if the customer  requests  them.  Extended  services
include design, process development and turnkey manufacturing.

Quality Control

     IDW has an aggressive quality control program and maintains quality systems
and processes that meet or exceed the  requirements set by many leading OEMs and
competitors in our targeted  industries.  IDW's quality control program is based
upon Total Quality Management ("TQM"). IDW routinely performs product testing on
its standard and custom products to ensure product reliability and quality.  IDW
analyzes test results and takes actions to adjust the  manufacturing  process or
enhance product design and quality.  IDW's customers generally evaluate price in
the  quotation  process,  while  delivery  and quality are  evaluated  after the
product is shipped.  Therefore,  many customers  evaluate a company's quality by
reviewing  the  quality  systems   employed.   IDW's  receipt  of  an  ISO  9001
certification  for quality for the MULCD facility and an ISO 9001  certification
for the IDWT  facility give its clients  assurance as to IDW's  quality  control
processes.  IDW is also  certified with QS9000 for  automotive  products,  which
qualifies it to work with North  American  automakers.  We are in the process of
obtaining certification for ISO 14001.

Sales and Marketing

     IDW  has  sales  representative   organizations  and  a  network  of  sales
representatives  covering  North  America  and key  markets  in the Far East and
Europe.  In  support of our sales  force,  we employ  design  and sales  support
engineers for technical backup.

     IDW's  sales in Asia were  approximately  39% of total sales in fiscal year
2002,  primarily  concentrated  in the  Hong  Kong  market.  The  United  States
accounted for 53% of total sales and Europe  accounted for  approximately  3% of
total sales in fiscal year 2002.

Customers

     IDW  operates  under  Non-Disclosure  Agreements  with  many  of its  major
customers  and thus,  cannot  provide  specific  customer  details.  Our largest
customer  accounted for approximately 30% of sales in fiscal year 2002. Sales to
our five  largest  customers  represented  more than 52% of sales in fiscal year
2002.

Research and Development

     IDW is currently  developing wide  temperature LCD displays for automotive,
appliance and outdoor utility meters; high density graphic displays for handheld
computers,  cell phones and personal digital assistants;  cold cathode and white
LED  backlighting  for black and  white,  half tone and color  displays;  and is
developing standard and custom chip-on-glass  displays for personal products and
appliances.
<PAGE>

     Additionally,  IDW will conduct research and development that is focused on
improving  technology,  developing  improved  designs,  improving  manufacturing
processes and  improving  the overall  quality of the products and services that
IDW offers. IDW expects to increase its research and development  efforts on new
display technologies and more sophisticated display technologies. IDW expects to
restore research and development funding activities to appropriate levels and is
hiring research personnel to accomplish that goal.

Seasonality and Backlog

     IDW's business experiences a minimal amount of seasonality.  Our production
tends to ramp up in the second calendar quarter,  continuing  through the fourth
quarter,  but  declines  somewhat  in  the  first  quarter  leading  up  to  and
immediately following the Chinese Lunar New Year. In common with most businesses
in China where the Lunar New Year is the major  festive  break of the year,  our
manufacturing facility is closed for a week or longer. We attempt to produce our
customers'  requirements  prior to the plant shut down.  Chinese  Lunar New Year
usually occurs in late January to mid February.  As of October 31, 2002, IDW had
a backlog of orders in excess of  $4,000,000  scheduled  for  delivery in fiscal
2003. The changing economic environment has encouraged customers to place orders
on a shorter order cycle, thus reducing overall value of IDW's backlog. However,
customers are ordering  consistently  and on a more frequent  basis.  We believe
that IDW will continue to receive  orders from its key  customers,  resulting in
increased revenues overall.

Intellectual Property

     IDW relies upon a combination of trade secrets, confidential procedures and
contractual provisions to protect its intellectual property. IDW's core business
is not dependent on any patent or trademark  protection  and IDW does not expect
to seek patent  protection  for any  technology  in the near future and does not
presently hold any patents for existing technology.

Raw Materials/Suppliers

     The principal raw materials used in producing IDW's products consist of raw
and coated glass, polarizers, liquid crystal, chemicals, printed circuit boards,
driver  integrated  circuits,  molded plastic parts,  electronic  components and
packaging  materials.  These are sourced from within the PRC,  Hong Kong,  other
locations  in  Asia  and  the US in both US  Dollars  and the  supplier's  local
currency.  IDW has  alternative  sources  of supply  for the  majority  of these
materials and believes that additional  sources would be available if any of our
existing  suppliers  were  to go out of  business  or not  be  able  to  furnish
materials.  Several of these materials,  however,  must be obtained from foreign
suppliers,  which subjects IDW to the risk inherent in obtaining  materials from
foreign sources,  including currency fluctuations and supply interruptions.  The
PRC Companies  electric  power plant requires the use of diesel fuel to generate
electricity.  We  regularly  evaluate  the  possibility  to  switch to the local
utility power grid,  which would eliminate the need for consuming diesel fuel to
generate electricity.

Employees

     As  of  October  31,  2002,  the  Company  and  its  subsidiaries  employed
approximately  1,270 persons.  Of those, most are employed by the PRC Companies,

<PAGE>

with 9 employed by IDW in California,  and 8 by IDW HK in Hong Kong. Over 90% of
our  employees  in the PRC  Companies  work in  manufacturing.  We consider  our
relationships  with employees to be good and that  compensation  provided to our
employees is similar to comparable  employers in the same geographic markets and
industry.  Our employees do not belong to a union or other collective bargaining
unit.

Environmental

     IDW's operations generate small amounts of hazardous waste as manufacturing
by products,  including various gases, epoxies, inks, solvents and other wastes.
The PRC Companies also operate a diesel-fired electricity plant on its property.
As IDW's  operations  expand,  the amount of such  hazardous  waste produced may
increase.  Over time,  hazardous  waste has received  increased  regulation from
federal,  state, local and foreign  governments.  Our operations comply with all
applicable  environmental  regulations  and all hazardous waste is being stored,
used, and disposed of in accordance with applicable laws.

Competition

     There are many competitors in IDW's industry. Some of these competitors are
larger   companies   that  have   greater   financial,   technical,   marketing,
manufacturing,  research and development and personnel resources than IDW. IDW's
success,  including its revenue and profitability,  depends substantially on its
ability to compete  with the other  suppliers  of display  modules.  There is no
assurance  that IDW will continue to be able to compete  successfully  with such
companies.  There are also other companies in the electronics industry that have
significantly greater resources than the Company and these other companies could
decide to enter the LCD market and become major competitors. However, we believe
that IDW can compete favorably on the basis of customer relationships,  service,
technical innovation, design capability,  product performance, cost, quality and
timely delivery.  To remain  competitive and increase market share, IDW needs to
develop more sophisticated, higher-end LCD displays.

Return Policy

     The Company  warrants its products  against  defects for fifteen days after
delivery to customers.  As the Company  manufactures custom products to customer
specifications and has not experienced significant returns, the Company does not
anticipate it will incur a material amount of warranty expense.

ITEM 2.  PROPERTY

     The PRC  Companies  own  manufacturing  facilities  which  consist of three
buildings totaling  approximately  270,000 square feet situated on four acres of
leased land in Heng Gang Industrial Estate located 30 minutes from the center of
the city of Shenzhen,  PRC and about one hour from Hong Kong.  The buildings are
approximately twelve years old, the LCD production line approximately five years
old, the SMT  production  machinery  approximately  three to five years old. The
Company also  operates its own diesel  power plant for  generation  of the power
requirements  of the  manufacturing  facilities.  There  is  sufficient  land to
accommodate  future  expansion and growth of the  business.  There is additional
production   floor  space  for   available   support  and   expansion  of  IDW's
manufacturing  operations.  The PRC  Companies'  facilities  are on land  leased

<PAGE>

pursuant  to a 50-year  land lease  expiring  in 2043 at an annual  land rent of
approximately $70,000, subject to certain periodic rent increases. We also lease
dormitory  facilities for our production  employees on an adjacent property from
the local government and ancillary accommodation in the area for senior staff

     The Group's corporate offices consist of 4,700 square feet in an industrial
park in Rocklin, California. The lease is for a term of 62 months and expires in
April 2005.  The rent is now  $69,000  per year  through the first 33 months and
$73,000 per year for the remainder of the lease. IDW pays a proportionate  share
of operating expenses of approximately $12,400 per year.

ITEM 3.  LEGAL PROCEEDINGS

     The  Company  is  currently  involved  in  the  litigation  and  proceeding
described below.

Nicolas  Steenolsen vs. Squaw Valley Ski Corporation,  Granite Bay Technologies,
Inc., Morrow Snowboards, Inc., et al., Superior Court of California, Los Angeles
County,  Case No. BC243817.  The case is a complaint for personal injuries which
arose from  plaintiff's  use of a  snowboard  allegedly  manufactured  by Morrow
Snowboards, Inc. The complaint seeks unspecified general damages and unspecified
past  and  future  medical  expenses.  The  Company  is  defending  the  action.
Indications  are that the Company will be dismissed from this action,  but there
has been no ruling to that affect.  There is no basis for determining the amount
of damages or probability of outcome at this time.

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

     There were no matters  submitted to a vote of the security  holders  during
the fiscal year ended October 31, 2002.


                                     PART II

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

     From December 14, 1995 until  February 18, 2000 the Company's  Common Stock
was trading under the symbol  "MRRW," from  February 18, 2000 until  November 8,
2001 the Company's  Common Stock was trading under the symbol  "GBAY," and since
November  8, 2001 under the symbol  "IDWK." On April 27,  1999,  the Company was
delisted from the NASDAQ National Market.  The Company traded on the NASDAQ Pink
Sheets  from  that  date  until it was  upgraded  to the OTC  Bulletin  Board on
September  21,  2001.  As of October  31,  2002,  there were  approximately  900
registered  holders  of Common  Stock of the  Company.  As many of the shares of
Common Stock are held in street name, there may be additional beneficial holders
of the Company's Common Stock.
<PAGE>

     The following table shows the range of high and low bid as reported by Pink
Sheets or Over-the-Counter  Bulletin Board while the Company was involved in its
current operations.

                                        Low                  High
                                        ---                  ----
Fiscal 2002:
------------
Fourth Quarter (to October 31)         $0.17                 $0.32

Third Quarter (to July 31)             $0.19                 $0.48

Second Quarter (to April 30)           $0.30                 $0.46

First Quarter (to January 31)          $0.21                 $0.51

*Fiscal 2001:
-------------
Fourth Quarter (to October 31)         $0.28                 $0.45

Third Quarter (to September 29)        $0.20                 $0.56

Second Quarter (to June 30)            $0.42                 $0.63

First Quarter (to March 31)            $0.47                 $0.87

*Note the Company changed its year end to October 31, effective October 31, 2001
(see note 3c to the Financial Statements)

Dividends

     The Company has paid no dividends on its Common Stock since its  inception.
For the  foreseeable  future any earnings will be retained to finance the growth
of the Company and  accordingly,  the Company does not anticipate the payment of
cash dividends.

Recent Sales of Unregistered Securities

     None.
<PAGE>

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

     The following table presents a summary of selected  financial data for each
of the year ended  October 31, 2002,  the ten months ended  October 31, 2001 and
the eleven months ended December 30, 2000 (in thousands, except per share date).
The  financial  data excludes the Company's discontinued  snowboard  operations,
except where noted.
<TABLE>
<CAPTION>
<S>                                               <C>                   <C>                 <C>

                                                October 31,          October 31,         December 30,
                                                   2002                 2001                 2000
                                                                                        (eleven months
                                              (twelve months)       (ten months)         of operations)

Net sales                                    $       20,928        $       14,658      $        17,804
Cost of goods sold                                   15,730                11,468               12,593
                                             ----------------      --------------      ----------------

         Gross profit                                 5,198                 3,190                5,211
                                             ----------------      --------------      ----------------

Operating expenses :
   General and administrative                         4,036                 4,071                5,124
   Selling, marketing and customer service            1,562                 1,231                1,545
   Engineering, advanced design and
      product management                                691                   901                  570
   Impairment of Machinery                              270                     -                    -
   Impairment of Goodwill                             5,287                     -                    -
                                             ----------------      --------------      ----------------

         Total operating expenses                    11,846                 6,203                7,239
                                             ----------------      --------------      ----------------

         Operating loss                              (6,648)               (3,013)              (2,028)

Other income (expenses) :
   Interest expense                                    (464)                 (530)                (442)
   Loss on investment                                     -                     -               (1,000)
   Other income (expense)                               170                   972                  (29)
                                             ----------------      --------------      ----------------

                                                       (294)                  442               (1,471)
                                             ----------------      --------------      ----------------

         Loss from continuing operations
            before income taxes                      (6,942)               (2,571)              (3,499)
                                             ----------------      --------------      ----------------

         Provision for Income taxes                       -                     -                    -
                                             ----------------      --------------      ----------------

         Loss from continuing operations             (6,942)               (2,571)              (3,499)
                                             ----------------      --------------      ----------------

         Loss from discontinued
            operations, net of taxes                      -                     -                 (581)


         Net loss                            $       (6,942)        $      (2,571)      $       (4,080)
                                             ================      ==============      ================


Basic and diluted loss per common share :
   Continuing operations                     $        (0.36)        $       (0.14)      $        (0.20)
   Discontinued operations                                -                     -                (0.03)
                                             ----------------      --------------      ----------------


                                             $        (0.36)        $       (0.14)      $        (0.23)
                                             ================      ==============      ================
<PAGE>

Weighted average common shares outstanding
   basic and diluted                             19,207,246            19,192,611           17,482,583
                                             ================      ==============      ================
</TABLE>

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

                                                                                       As Of
                                                              --------------------------------------------------------
                                                                October 31,         October 31,        December 30,
                                                                   2002                2001               2000
                                                              --------------------------------------------------------
                                                                  (in thousands, except share and per share data)
Balance Sheet Data
------------------

Cash and cash equivalents                                          1,556                 982                885

Net current assets from continuing operations                      6,618               5,950              6,151

Equipment, fixtures, and property, net                             5,197               6,389              7,297

Total assets from continuing operations                           11,815              18,058             19,543

Current liabilities                                                6,043               5,861              5,631
Long-term debt and capital lease obligations, net of
current portion                                                    1,280                 807                201

Shareholders' equity                                               4,442              11,390             13,735
</TABLE>


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

Overview

     Since its  formation in 1989 until 1999,  the Company  focused its business
activities on designing,  manufacturing  and marketing  premium  snowboards  and
related  products  under the "Morrow"  brand name. In 1999, the Company sold its
snowboarding  and  related   businesses   resulting  in  discontinuance  of  all
operations.  On January 31, 2000,  the Company,  through its  subsidiary IDW HK,
acquired 100% of the shares of the PRC Companies.  The PRC Companies are engaged
in the  manufacturing  and assembly of liquid crystal displays and assemblies in
the Peoples Republic of China ("PRC Companies").

     The following discussion is presented on a consolidated basis, and analyzes
the financial  condition  and results of operations of IDW and its  subsidiaries
for the twelve month fiscal period ended October 31, 2002, the ten-month  fiscal
year ended  October 31, 2001 and the eleven months from the  acquisition  of the
PRC Companies on January 31, 2000 through December 30, 2000.
<PAGE>

Comparison of the Periods Ended October 31, 2002 and October 31, 2001

     Continuing  operations - The  Company's  continuing  operations  consist of
International  Display Works Inc. a Delaware  corporation  (IDW),  International
DisplayWorks Hong Kong Limited.  (IDWHK), and IDW Technology (Shenzhen) Co., Ltd
(IDWT), MULCD  Microelectronics  (Shenzhen) Co., Ltd. (MULCD),  collectively the
PRC Companies, which manufacture liquid crystal displays and assemblies.

     Net sales - Net sales for the  fiscal  year  ended  October  31,  2002 were
$20,928,000 and for the ten months ended October 31, 2001 were  $14,658,000,  an
annualized  increase of 19%.  This  increase can be  attributed to the Company's
overall sales effort in all market areas.

     Cost of goods sold - Cost of sales  decreased to 75.2% of net sales for the
fiscal year ended  October 31, 2002 from 78.2% for the ten months ended  October
31,  2001.  This  decrease  can be  attributed  to the  Company's  overall  cost
containment  programs  implemented at the end of fiscal year 2001 and absorption
of fixed overhead over increased production.

     Operating  expenses - Operating  expenses  consist of  selling,  marketing,
customer  service,  engineering,  and general and  administrative  expenses  and
impairment  charges to reduce the carrying  value of certain  assets.  Operating
expenses  were  $11,846,000  for the fiscal  year  ended  October  31,  2002 and
$6,203,000 for the ten months ended October 31, 2001. The operating loss for the
current year includes  impairment charges to write off all unamortized  goodwill
at the year end of $5,287,000 (which is after charging  amortization in the year
of $432,000) and a charge to write off certain  machinery  that we are no longer
using with a net book value at the year end of  $270,000.  Were it not for these
impairment  charges,  the  operating  expenses  would  have been  $6,289,000,  a
decrease  of 16% on an  annualized  basis.  The  decrease is  attributed  to the
Company's cost containment  programs and overhead reductions begun at the end of
fiscal 2001 and the volume increase  causing a greater  absorption of attributed
overhead into cost of goods sold.

     General and  administrative  - General  and  administrative  expenses  were
$4,036,000 for the fiscal year ended October 31, 2002 and $4,071,000 for the ten
months ended October 31, 2001,  an annualized  decrease of 17%. The decrease can
be  attributed  to the  downsizing  of the Rocklin and Hong Kong  administrative
offices at the end of fiscal 2001.  Significant elements of this expense include
employee  related  expenses  of  $1,600,000,   professional  fees  of  $406,000,
amortization of goodwill of $432,000, rent and utilities of $172,000,  insurance
of  $191,000,  local PRC  government  fees of $197,000  and bad debt  expense of
$77,000.

     Selling,  marketing and customer service - Selling,  marketing and customer
service  expenses were $1,562,000 for the fiscal year ended October 31, 2002 and
$1,231,000 for the ten month fiscal period ended October 31, 2001, an annualized
increase  of 5.7%.  Significant  elements  of this  expense  consist of employee
related  expenses  of  $580,000,  commission  expense  of  $575,000  and rent of
$71,000.  The increase is largely  attributable  to higher  commission  from the
increased sales volume.

     Engineering, advanced design and project management - Engineering, advanced
design and project  management  expenses were $691,000 for the fiscal year ended
October 31, 2002 and $901,000 for the ten month fiscal  period ended October 31,
2001, an  annualized  decrease of 36%. The  significant  decrease was due to the
relocation  of design  and  project  management  to the PRC  resulting  in lower

<PAGE>

engineering salary costs.  Significant elements of this expense include employee
related expenses of $645,000 and travel and lodging of $40,000.

     Impairment  of  goodwill  - A review  of the  carrying  value  of  goodwill
resulting  from the  acquisition  of IDW Inc.  by the then  parent  Granite  Bay
Technologies  Inc.  (with which it later merged and gave its name) in the fourth
quarter stemming from the continued  depressed  markets,  uncertain  recovery in
global markets,  the  possibility of war with Iraq, and liquidity  issues facing
the  Company  suggested  that  the  undiscounted  future  cash  flows  were  not
sufficiently certain to support continued recognition of the unamortized portion
of this goodwill.  We commissioned an independent  professional  appraisal which
also concluded that the goodwill had become completely  impaired.  An impairment
charge of $5,287,000 has thus been charged.

     Impairment  of  machinery  - A review of the  carrying  value of long lived
assets in the fourth  quarter  suggested that we cannot be certain to recommence
the use of  certain  equipment  that  was  decommissioned  when it  became  more
economical  to outsource  rather than  manufacture  in house,  nor do we foresee
significant  proceeds from the sale of such  equipment,  we have thus written it
off by way of an impairment charge of $270,000.

     Interest expense - Interest expense reduced to $464,000 for the fiscal year
ended October 31, 2002 from $530,000 for the ten months ended October 31, 2001 a
reduction  of 27% on an  annualized  basis.  The  overall  decrease  in interest
expense is primarily  due to a reduction in  outstanding  loan notes in the year
and a reduction in the fixed commitment fee on a factoring line.

     Other income - Other income for the fiscal year ended  October 31, 2002 was
$170,000.  The significant  element included in other income was rental received
from a sublet of leased property of $63,000, duty drawback and bad debt recovery
of $52,000.  In the ten months ended October 31, 2001, other income was $972,000
which  included a gain on the issue of common stock from the settlement of a put
option,  rental  income from  subleased  property,  duty draw back and insurance
refunds.

     Net loss - The net loss for the year was  $6,942,000  including  impairment
charges for the write off of all goodwill at the year end and the charge for the
impairment of machinery.  Were it not for these two items the net operating loss
would have been $1,385,000  compared to $2,571,000 for the ten months to October
31, 2001 and a loss of $4,080,000 in the preceding  year;  this  improvement  is
primarily  due to a 3% increase in margin and a volume  increase in sales of 18%
on an annualized basis.

Comparison  of  the Ten Month Period Ended October 31, 2001 and the Eleven Month
Period Ended December 30, 2000

     Continuing  operations - The  Company's  continuing  operations  consist of
International  Display Works Inc. a Delaware  corporation  (IDW),  International
DisplayWorks Hong Kong Limited.  (IDWHK), and IDW Technology (Shenzhen) Co., Ltd
(IDWT), MULCD  Microelectronics  (Shenzhen) Co., Ltd. (MULCD),  collectively the
PRC Companies,  which manufacture liquid crystal displays and assemblies.  There
was no material income or expense from the discontinued operations in 2001.
<PAGE>

     Effective October 31, 2001, the Company changed its year end from a 52 week
year ending on the last Saturday of the calendar year closest to December  31st.
The effective  date of acquisition of the PRC companies was February 1 2000. The
comparison  of  performance  related to  continuing  operations  below  reflects
operations  for the ten  months  to  October  31,  2001 (a short  period  due to
accounting  year change and eleven  months  (post  acquisition)  to December 30,
2000.

     Net  sales - Net sales  for the ten  months  ended  October  31,  2001 were
$14,658,000 and for the eleven months ended December 30, 2000 were  $17,804,000,
an  annualized  reduction  of 9%. This  decrease  can be  attributed  to pricing
pressures and the overall  down-turn of the world economy first noticed in early
2001.

     Cost of goods sold - Cost of sales  increased to 78.2% of net sales for the
ten  months  ended  October  31,  2001 from 70.7% for the  eleven  months  ended
December 30, 2000. This increase can be attributed to pricing pressures from our
customers and under-absorption issues resulting from decreased production.

     Operating  expenses - Operating  expenses  consist of  selling,  marketing,
customer  service,   engineering,   and  general  and  administrative  expenses.
Operating  expenses  decreased  14.3% to  $6,203,000  for the ten  months  ended
October 31, 2001 from  $7,239,000 for the eleven months ended December 30, 2000.
These  expenses  included  a  fourth  quarter  charge  for the  costs  of  staff
reductions and downsizing of  administrative  and sales  operations in Hong Kong
during the period ended October 31, 2001.

     General and administrative - General and administrative  expenses decreased
21% to $4,071,000 for the ten months ended October 31, 2001 from  $5,124,000 for
the eleven  months ended  December 30, 2000.  The effects of cost  reductions in
this category are minimized by the accruals for the  downsizing of the Hong Kong
and Rocklin  offices.  Significant  elements of this  expense  include  employee
related expenses of $1,242,000,  professional fees of $786,000,  amortization of
goodwill of $360,000,  rent,  telephone and utilities of $314,000,  insurance of
$201,000,  local  PRC  government  fees of  $184,000  and bad  debt  expense  of
$113,000.

     Selling,  marketing and customer service - Selling,  marketing and customer
service  expenses  decreased 20% to $1,231,000  for the ten months ended October
31,  2001 from  $1,545,000  for the  eleven  months  ended  December  30,  2000.
Significant decreases in this category were made in the second quarter of fiscal
2000 by the closure of the Singapore Sales office and other cost reductions. The
effect was minimized by the accrual of expenses related to the downsizing of the
Hong Kong sales office. Significant elements of this expense consist of employee
related  expenses  of  $513,000,  commission  expense  of  $424,000  and rent of
$54,000.

     Engineering advanced design and project management - Engineering,  advanced
design and project  management  expenses  increased  58% to $901,000 for the ten
months ended October 31, 2001 from $570,000 for the eleven months ended December
30, 2000. The significant  increase was due to reclassification of some expenses
from General and Administrative to this category.  Significant  elements of this
expense  include  employee  related  expenses of  $844,000,  rent of $10,000 and
travel and lodging of $25,000.
<PAGE>


     Interest expense - Interest  expense  increased 20% to $530,000 for the ten
months ended October 31, 2001 from $442,000 for the eleven months ended December
31, 2000. The overall  increase in interest expense is a direct result of use of
lines of credit for the factoring of accounts receivable established this fiscal
year and the mortgage on the Company's manufacturing facility in the PRC.

     Other income - Other  income for the ten months ended  October 31, 2001 was
$972,000.  Significant  elements of this  category  include gain on the issue of
common stock to satisfy the put option,  rental income from subleased  property,
duty drawback;  and insurance refunds and recovery of bad debt from discontinued
operations.

     Discontinued  operations  - There was no  material  income  or charge  from
discontinued  operations in the year ended  October31,  2002 or ten months ended
October 31, 2001.  The loss from  discontinued  operations  in  the  year  ended
December 31, 2000 was $581,000.

     Net loss - The net loss  for the ten  months  ended  October  31,  2001 was
$2,571,000 compared to $4,080,000 for the twelve months ended December 30, 2000.
The loss from  continuing  operations  was  $2,571,000  for the ten months ended
October 31, 2001 compared to $3,499,000  for the period ended December 30, 2000.
This 39% decrease can be attributed to the loss of $1,000,000 from write-down of
the Company's investment in Globalgate,  an e-commerce company that had suffered
deteriorated  financial  condition  such  that  the  Company  believed  that its
investment had no market value.  The Company carried this investment at cost.

Liquidity and Capital Resources

     IDW requires  capital to repay certain existing fixed  obligations,  and to
provide for additional working capital and investment in capital equipment if it
is to grow in  accordance  with its plan.  As  discussed  below,  IDW intends to
generate  working capital to implement its current Business Plan but may require
additional debt and/or equity to refinance its borrowing and capital expenditure
program.

     The Company incurred net losses of $6,942,000, $2,571,000 and $4,080,000 in
fiscal periods ended October 31, 2002,  October 31, 2001, and December 30, 2000,
respectively  and has  $1,658,000 of debt falling due within a year. In addition
the  Company  produced  an  increase  in working  capital of $455,000 in the ten
months to  October  31,  2001.  In the year to October  31,  2002,  the  Company
decreased its working capital  requirement by $1,133,000 which stemmed primarily
from an increase in accounts payable of $1,120,000.

     The cash generated and improvement in working capital  resulted in net cash
of $1,268,000  being generated by operations in the year ended October 31, 2002.
$183,000 was applied to new capital  equipment and $522,000 to the retirement of
debt. In addition,  the Company was successful in  negotiating  the roll over of

<PAGE>

the  current  portion  of its  mortgage  in the PRC and loan  notes  that  would
otherwise  have fallen due.  As a result net cash  balances  rose by $574,000 to
$1,556,000.

     Liquidity  remains tight with  maturities of long-term  debt falling due in
2003 of $1,658,000 upon which the Company has not yet concluded negotiations for
rollover or extension.  The planned future expansion of IDW and its subsidiaries
includes  $1,976,000 of capital  expenditures in fiscal 2003 to enhance existing
production capabilities, assure product quality reduce costs and comply with the
investment  conditions under which the business license of IDWT was granted.  In
addition IDW may require additional working capital to fund growth.

     The Company  believes  that it has developed a viable plan to address these
issues and that its plan will enable the Company to continue as a going  concern
for the next twelve months.  The plan includes the  realization of revenues from
the sale of  products,  the  consummation  of debt or equity  financing  and the
reduction of certain operating expenses as required. The financial statements do
not  include  any  adjustments  to  reflect  the  uncertainties  related  to the
recoverability and classification of assets or the amounts and classification of
liabilities  that my result from the  inability  of the Company to continue as a
going  concern.  There is no assurance  that the Company will be able to achieve
additional  financing  or that such  events  will be on terms  favorable  to the
Company.

Factors That May Affect Future Results

     A wide  variety of factors will affect  IDW's  operating  results and could
impact net sales and  profitability.  Most  significant  will be our  ability to
continue to operate as a Going Concern which will require extension, rollover or
replacement of existing debt and / or additional equity.  Significant factors in
our success will be our ability to establish  new and maintain  existing  design
and  manufacturing  relationships  with key OEM  customers  that  will  generate
sufficient orders, including orders of high margin products to increase revenues
and profitability.

     Our products are incorporated in a wide variety of communications, consumer
and  appliance  products.  A slowdown in demand for such  products  that utilize
IDW's  displays and modules as a result of economic or other  conditions and the
market  served by IDW or other factors could  adversely  affect IDW's  operating
results.  Our products are sold into an industry  characterized  by increasingly
rapid product turnaround, increasingly shorter lead times, product obsolescence,
order  cancellation  and other factors that make it difficult to forecast future
orders,  production and personnel needs and other resource  requirements  with a
high level of certainty.  Our ability to anticipate  such factors and respond to
them in a timely  fashion  will affect  IDW's  ability to utilize  manufacturing
capacity  effectively,  maintain a proper product mix and avoid downtimes due to
product   conversions  and  other  factors.   Such   uncertainty   also  creates
difficulties in maintaining  adequate supplies of raw materials to meet shifting
customer needs and customer orders placed on short notice.

     IDW's 2002 Operating  Results - The actual  performance of IDW for 2002 was
an improvement over 2001 operating results but reflected the general weakness in
the world economy and was  characterized by longer than expected lead times from
customers  in bringing  their new  products  to market due to the  uncertainties
associated with economic conditions.
<PAGE>

     IDW's Capital  Resources - An increasingly  difficult  environment in North
America  for  raising  new  capital  has  limited our ability to provide for the
financing  requirements  of the Company.  While the Company  produced a positive
cash flow in the year, if we are  unsuccessful in raising capital when required,
then the Company  could face the risk of loss of its  investment.  Further,  any
financing  involving equity or rights to acquire equity interests,  would result
in dilution in the  percentage  ownership  of  existing  stockholders  when such
equity  interest  were issued and,  depending on the sales price,  a dilution in
book value.  Further, to capitalize on certain growth  opportunities for the PRC
Companies or if projected  revenues are less and/or costs higher than projected,
we would have to raise additional  financing beyond that outlined above. Without
such expansion, we are limited; and this could affect the value of the Company's
Common Stock.

     Dependence on Key Personnel - Since our acquisition of the PRC companies we
have  endeavored  to involve  senior staff in the  management of the Company and
empower our staff at every  level.  In addition,  we have  codified and recorded
procedures.  While this process is on going we believe that no single  executive
is sufficiently key that their departure would disrupt the Company to the extent
it presents a significant risk.

     A Few Customers and Applications Account for a Significant Portion of IDW's
Sales - In fiscal 2002,  five customers  represented 51% of total sales revenue,
including one customer  representing 30% of the Company's revenue. This compares
with fiscal 2001 where five customers represented 57% of total sales revenue and
one customer  represented 35% of the Company's revenue. At our present size, the
loss of any one of these customers could have a material affect on the Company's
performance,  liquidity,  and prospects.  Customers have not made firm long-term
purchase  commitments.  Delay or  reduction  of customer  orders could result in
under-absorption of manufacturing capacity.  These risks are enhanced because of
the large percentage of sales to electronic  industry  customers who are subject
to severe competitive  pressures,  rapid technological  change and obsolescence.
While we expect to continue to receive orders from existing customers,  there is
no assurance orders will be received, and if received, not cancelled, delayed or
reduced,  which could have material  adverse effect on the Company's  results of
operations.  To reduce  this risk,  we expect to continue  to  emphasize  custom
devices where purchase orders are generally  longer term with lower  probability
of cancellation.

     Need for Additional  Financing - The  opportunities for long-term growth in
the Company's  lines of business are dependent  upon having  sufficient  capital
resources  available to fund rapid growth in significant OEM accounts,  which we
have identified and targeted. We may therefore need additional financing to fund
growth in both working capital and capital expenditure.

     IDW Faces Intense  Competition  - We operate in a  competitive  environment
that is characterized by price compression and rapid  technological  change. IDW
competes with major Asian and international companies. Some of IDW's competitors
have greater market recognition and substantially greater financial,  technical,
marketing,   distribution,   manufacturing,   and  other   resources  than  IDW.
Furthermore,  some of our competitors have  manufacturing  and sales forces that
are geographically  diversified allowing them to reduce  transportation,  tariff
costs and currency  fluctuations  for certain  customers in markets  where their
facilities are located.  Many  competitors have production lines that allow them
to  produce  more  sophisticated  and  complex  devices  than IDW and to offer a
broader range of display devices to customers. New emerging companies or

<PAGE>

companies in related  industries  may also increase their  participation  in the
display module market, which would increase competition.

     IDW's ability to compete successfully depends on a number of factors,  both
within  and beyond its  control.  These  factors  include:  the price,  quality,
performance,  reliability, ease of use and features of our products; the variety
of our product  solutions;  foreign currency exchange rates;  trade barriers and
customs duties which may effect the cost of products;  our ability to design and
manufacture new product solutions,  including incorporating new technology;  the
availability  and price of raw  materials;  our  ability  to fully  utilize  our
manufacturing  facility; new product technology or solutions by our competitors;
the  number  and  success  of  competitors;  and  general  market  and  economic
conditions.  Our competitive position could also be adversely affected if one or
more  of  our  customers,   including  key  customers,  decided  to  design  and
manufacture their own display modules, use different devices or purchase devices
from  competitors.  We cannot  assure that we will compete  successfully  in the
future.

     Risk of Inability to Produce  High-End  Products - IDW's  success is partly
dependent upon our ability to effectively offer higher-end  products which we do
not currently  produce,  including  color STN, TFT  products,  and OLED (organic
liquid  emissive  display)  graphic  displays,  as the market is  believed to be
moving in this direction.

     Some of these  products  would  offer  both  the  opportunity  to  increase
utilization  of existing  manufacturing  capacity  and also the  opportunity  to
generate higher margins and profits at given revenue  levels.  The production of
such products requires increased custom design and manufacturing, maintenance of
strong customer relationships and additional capital equipment.

     Changing  Technologies  - IDW  operates  in an  industry  characterized  by
frequent and rapid technological  advances, the introduction of new products and
new design and  manufacturing  technologies.  As a result,  IDW is  required  to
expend funds and to commit  resources  to  continuing  research and  development
activities,  possibly  requiring  additional  engineering  and  other  technical
personnel;   purchasing  new  design,   production,   and  test  equipment;  and
continually enhancing design and manufacturing  processes and techniques.  IDW's
future  operating  results will depend  significantly  on our ability to provide
timely design and manufacturing services for new products that compete favorably
with design and manufacturing capabilities of OEMs and third party suppliers.

     IDW could invest significant sums in design and manufacturing  services for
new  product  solutions  that may not  receive or  maintain  customer  or market
acceptance or effectively  address customer needs,  which could adversely affect
the Company's future operating results.  Further,  customers may change or delay
product  introductions  or terminate  existing  products  without notice for any
number of reasons  unrelated to IDW,  including lack of market  acceptance for a
product.

     We may also be required to increase  our design  staff and other  personnel
and  incur  other  expenses  on  capital  equipment  and  other  items  to  meet
anticipated  or  actual  demand of our  customers.  Those  additional  costs may
adversely impact operating margins in the short term.

     Maintenance   of   Satisfactory   Manufacturing   Yields  and   Capacities;
Variability of Customer  Requirements - The  profitability and operating results

<PAGE>

of IDW  are  dependent  upon a  variety  of  factors,  including:  product  mix,
utilization  rates  of  its  manufacturing   lines,   downtime  due  to  product
changeover,  impurities  in raw  materials  causing  shutdowns,  maintenance  of
contaminant-free operations and other factors.

     Risks Associated with International Operations - IDW has made a decision to
locate  all of its  manufacturing  operations  in China and to  establish  sales
offices in Asia, Europe and the United States. The geographical distance between
its  manufacturing  facilities  in China and its  customers in North America and
Europe create a number of logistical and communications  challenges.  Because of
the location of the  manufacturing  facilities in China,  IDW may be affected by
economic  and  political  conditions  in that  country,  as well as economic and
political  conditions in the countries in which it markets and  distributes  its
products, including, without limitation,  problems related to labor unrest, lack
of developed infrastructure, variances in payment cycles, currency fluctuations,
overlapping taxes and multiple taxation issues,  employment and severance taxes,
compliance with local laws and regulatory  requirements,  greater  difficulty in
collecting  accounts  receivable,  political  and economic  instability  and the
burdens of cost and compliance with a variety of foreign laws.

     Further,  changes  in  policies  by the  United  States  or  other  foreign
governments resulting in, among other things, increased duties, higher taxation,
currency  conversion  rates  or  limits,  limitations  and  restrictions  on the
transfer or repatriation  of funds or limitations on imports or exports,  or the
expropriation of private enterprises could also have a materially adverse effect
on IDW and  its  results  of  operations.  China  has a less  comprehensive  and
developed  system of laws,  particularly  with  respect  to  foreign  investment
activities  and  foreign  trade  than  the US  and  other  developed  economies.
Enforcement  of  existing  and  future  laws  and  contracts  is  uncertain  and
implementation and  interpretation of such laws may be inconsistent.  Changes in
existing laws,  the adoption of new laws and preemption of local  regulations by
national laws may adversely  affect foreign  investment in China. IDW could also
be adversely affected by other factors,  including:  the imposition of austerity
and other  monetary  measure to fight  inflation  or to achieve  other  economic
objectives;  inadequate development or maintenance of infrastructure,  including
adequate power and water supplies;  transportation;  raw materials availability;
or the deterioration in the general political, economic or social environment.

     Risks Associated with Collectibility of Receivables - IDW extends credit to
its  customers  based on  assessment  of a customer's  financial  circumstances,
generally without requiring collateral, in both the United States and in various
countries in the Far East and Europe.  These extended payment terms,  present an
exposure to risk of uncollected  receivables.  The inability to collect on these
accounts  receivable  could have a materially  adverse  effect on our results of
operations and profitability.

     Risks Associated with Currency Fluctuations and International Trade - Sales
in global markets,  primarily Europe, the United States and other parts of Asia,
are expected to increase significantly in fiscal year 2003 and subsequent years.
Economic and  political  conditions  internationally  may  adversely  affect the
manufacture and sale of IDW's products.  Protectionist  trade legislation in the
United  States  or  foreign  countries,  such as a change  in  export  or import
legislation  ,  tariff  or duty  structures,  or  other  trade  policies,  could
adversely  affect  our  ability to sell  products  in  foreign  markets,  and to
purchase raw materials or equipment from foreign suppliers.
<PAGE>

     IDW  transacts  business  in a variety of  currencies  including  Hong Kong
dollars,  Singapore  dollars,  US dollars and the Chinese Yuan Renminbi ("RMB").
Increased sales to Europe may result in receivables in other currencies, such as
the Euro.  Further,  IDW incurs a  significant  portion  of its  costs,  such as
payroll, land rent and other costs associated with running the facilities in the
PRC in RMB. Adverse  movements  between the selling  currency  (primarily the US
dollars) and the RMB would have a material impact or  profitability.  Changes in
exchange rates would affect the value of deposits of currencies  IDW holds.  The
RMB has been broadly  stable against US dollar in the past three years but as it
is not  fully  convertible  and fully  traded  there  are only  limited  options
available for the management of exchange risk which the Company is not currently
utilizing.  The Company is thus exposed to an increase in the RMB against the US
dollar.

     IDW May  Experience  Shortages  of Raw  Material  Supplies - Principal  raw
materials  used in producing  IDW's  products  consist of raw and coated  glass,
polarizers, liquid crystal, chemicals, printed circuit boards, drive ICs, molded
plastic parts,  electronic  components and packaging  materials.  For its energy
supply,  IDW uses diesel fuel. IDW purchases most of these materials in Asia. We
do not have long-term supply contracts with our suppliers.  IDW believes that it
has  secondary  sources of supplies for most of its products  and, if we were to
lose any of our primary or secondary  sources,  we could  develop new sources of
supply.  However,  because  IDW's  sources for many  materials  are from foreign
suppliers,  IDW may be subject to certain risks,  including:  tariffs,  currency
fluctuations and supply interruptions. The impact of price increases will affect
operating  costs  and  product  margins,  the  materiality  of which  cannot  be
presently determined.

     Environmental  Regulations  - Our  manufacturing  processes  result  in the
creation  of small  amounts  of  hazardous  wastes,  including:  various  gases,
epoxies, inks, solvents and other organic wastes. IDW is, therefore,  subject to
PRC  governmental  regulations  related to the use, storage and disposal of such
hazardous  wastes  used in the  manufacturing  processes.  IDW  also has its own
electrical  power  generation plant that operates on diesel fuel. The amounts of
such hazardous waste are expected to increase in the future as our manufacturing
operations increase. The failure to comply with present and future environmental
regulation  can  result in the  imposition  of fines,  suspension  or halting of
production or closure of manufacturing operations.  Environmental compliance may
also require IDW to purchase pollution-control equipment or to incur significant
capital or other  expenses.  Although we believe we are  operating in compliance
with  applicable  environmental  laws,  there  is no  assurance  that  IDW is in
compliance or will remain in compliance as such laws and regulations change.

     Governmental  Regulations - IDW is subject to numerous  foreign,  state and
local governmental regulations. We are subject to laws and regulations governing
our  relationship  with our employees,  including:  wage and hour  requirements,
working and safety conditions, citizenship requirements, work permits and travel
restrictions.  Further,  the PRC  Companies  are  leasing  the land under  their
facilities  under a 50-year  lease,  which expires in the year 2043. We are also
subject to  significant  government  regulation  to property  ownership and use,
import  restrictions,  currency  restrictions,  restrictions  on the  volume  of
domestic sales,  and other areas, all of which  consistently  impact profits and
operating results.

     Other Risks - Other  risks IDW faces  include  the  cyclical  nature of the
electronics  industry,  the  protection of IDW's trade  secrets and  technology,

<PAGE>

management of expected  rapid growth in personnel,  capital  equipment,  outside
sales force,  sales and accounts  receivable and other items and  maintenance of
adequate research and development efforts and personnel.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Inflation Risk

     While inflation has remained low in recent years in the markets in which we
sell and is  expected  to  remain  so for the  foreseeable  future  the  general
inflation  rate in the PRC is higher  with  wage  expectation  running  at 5-10%
annually. Such inflation represents a risk to our profitability if sustained and
not   compensated   for  by  a  movement  in  exchange  rates  or   productivity
improvements.

Interest Rate Risk

     The  Company's  principal  exposure  to  interest  rate  changes  is on the
factoring lines which are based on prime rates in the US and Hong Kong. Interest
on other financial obligations is fixed for the duration of the obligation

Foreign Currency Exchange Risk

     IDW derives the majority of its revenues in U.S. and Hong Kong dollars. The
Hong Kong  dollar  remained  "pegged"  to the U.S.  dollar in fiscal  year 2002,
therefore,  the  Company's  sales  proceeds  have a minimal  exposure to foreign
currency fluctuations.

     The Company incurs  approximately 30% of its operating  expenses in the PRC
currency, Renminbi yuan ("RMB"). An increase in the value of the RMB against the
U.S.  Dollar would result in an increase in operating  costs incurred in the PRC
and a translation  gain on cash balances held in RMB in  anticipation of meeting
payment obligations.  The Company generally does not hold more than two weeks of
RMB requirements and they are always less than total payment obligations.

     The Company has long term debt, repayable in installments over three years,
of RMB 10 million (US$ 1.2 million at current  exchange  rates),  designated  in
RMB. An increase in the value of the RMB against the US dollar would result in a
translation  loss in US dollar  terms which would be realized as US dollars from
sales revenues are utilized to meet the repayment obligation.



<PAGE>

                INTERNATIONAL DISPLAYWORKS, INC. AND SUBSIDIARIES
                CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Reports of Independent Certified Public Accountants                         F-2

Consolidated Financial Statements

   Consolidated Balance Sheets as of October 31, 2002 and 2001              F-4

   Consolidated Statements of Operations for the year ended
     October 31, 2002, ten-months ended October 31, 2001
     and the year ended December 30, 2000                                   F-5

   Consolidated Statements of Stockholders' Equity for the year
     ended October 31, 2002, ten-months ended October 31, 2001
     and the year ended December 30, 2000                                   F-6

   Consolidated Statements of Cash Flows for the year ended
     October 31, 2002, ten-months ended October 31, 2001 and the
     year ended December 30, 2000                                           F-7

   Notes to Consolidated Financial Statements                               F-8

Supplementary Information                                                   F-30





                                      F-1
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
International DisplayWorks, Inc. and Subsidiaries

We have audited the  accompanying  consolidated  balance sheet of  International
DisplayWorks,  Inc. and Subsidiaries (the "Company"), as of October 31, 2002 and
the related consolidated statements of operations, stockholders' equity and cash
flows, for the year then ended. These consolidated  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.  The  financial
statements  of the Company as of and for the  ten-months  and year ended October
31, 2001 and  December 30, 2000,  respectively,  were audited by other  auditors
whose report dated January 23, 2002,  expressed an unqualified  opinion on those
statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  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 International  DisplayWorks,
Inc. and  Subsidiaries as of October 31, 2002, and the results of its operations
and its cash  flows for the year  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company incurred a net loss of $6,942,000
during the year ended October 31, 2002, and, as of that date, the Company has an
accumulated  deficit  of  $36,845,000.   These  factors,   among  others,  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

In connection with our audit of the consolidated  financial  statements referred
to above, we have audited Schedule II - Valuation and Qualifying  Accounts,  for
the year ended October 31, 2002. In our opinion this schedule  presents  fairly,
in all material respects, the information required to be set forth therein.



/S/ GRANT THORNTON

Hong Kong
December 13, 2002





                                      F-2
<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
International DisplayWorks, Inc. and Subsidiaries

We have audited the  accompanying  consolidated  balance sheet of  International
DisplayWorks,  Inc. and subsidiaries (the "Company") as of October 31, 2001, and
the related consolidated statements of operations, shareholders' equity and cash
flows for the ten months ended October 31, 2001 and for the year ended  December
30, 2000. These consolidated  financial statements and the schedules referred to
on the following pages are the responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements and supplemental schedules based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
International DisplayWorks, Inc. and subsidiaries as of October 31, 2001 and the
consolidated results of their operations and their cash flows for the ten months
ended  October 31, 2001 and for the year ended  December 30, 2000, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, certain matters raise substantial doubt about
the  Company's  ability to continue  as a going  concern.  Management's  plan in
regard to these  matters  is  described  in Note 1. The  consolidated  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of asset carrying  amounts or the amount and  classification  of
liabilities  that might  result  should the  Company be unable to  continue as a
going concern.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The Supplemental Schedule of
Valuation and Qualifying Accounts is presented for purpose of complying with the
Securities  and  Exchange  Commission's  rules  and is not a part  of the  basic
consolidated  financial  statements.  This information has been subjected to the
auditing  procedures  applied in the audit of the basic  consolidated  financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic consolidated financial statements taken as a whole.



/S/ PERRY-SMITH LLP

Sacramento, California
January 23, 2002


                                      F-3
<PAGE>




                INTERNATIONAL DISPLAYWORKS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Share Data)
                                   October 31,
<TABLE>
<CAPTION>
<S>                                                                  <C>                      <C>

                                                                     2002                    2001

                           Assets

Current  assets :
   Cash and cash equivalents                                    $         1,556         $           982
   Accounts receivable, net of allowance for doubtful
      accounts of $341 and $196, respectively                             3,064                   3,231
   Inventories                                                            1,460                   1,322
   Prepaid expenses and other current assets                                538                     415
                                                              --------------------    -------------------

          Total current assets                                            6,618                   5,950

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

Property, plant and equipment, net                                        5,197                   6,389

Goodwill, net                                                                 -                   5,719

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

         Total assets                                           $        11,815         $        18,058

                                                              ====================    ===================

            Liabilities and Stockholders' Equity

Current liabilities :
   Accounts payable                                             $         3,070         $         1,950
   Accrued liabilities                                                    1,365                   1,258
   Current portion of long-term debt - related parties                      200                     749
   Current portion of long-term debt                                      1,458                   1,905

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

         Total current liabilities                                        6,093                   5,862

Long-term debt, net of current portion - related parties                    474                       -
Long-term debt, net of current portion                                      806                     806

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

         Total liabilities                                                7,373                   6,668

Commitments and contingencies

Stockholders' equity :
   Preferred stock, no par value, 10,000,000 shares
      authorized, no shares issued or outstanding                             -                       -
   Common stock, no par value, 40,000,000 shares
      authorized, 19,217,246 and 19,321,246 shares issued
      and outstanding at October 31, 2002 and 2001,                      41,216                  41,205
      respectively
   Accumulated deficit                                                  (36,845)                (29,903)
   Accumulated other comprehensive income                                    71                      88

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

         Total stockholders' equity                                       4,442                  11,390

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

         Total liabilities and stockholders' equity             $        11,815         $        18,058

                                                              ====================    ===================

</TABLE>

                                      F-4
<PAGE>


                INTERNATIONAL DISPLAYWORKS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In Thousands, Except Per Share Data)

   For the Year Ended October 31, 2002, the Ten-months Ended October 31, 2001
                      and the Year Ended December 30, 2000
<TABLE>
<CAPTION>
<S>                                                <C>                     <C>                <C>

                                                October 31,          October 31,          December 30,
                                                    2002                 2001                 2000
                                              (twelve-months)        (ten-months)        (twelve-months)

Net sales                                    $       20,928        $       14,658       $        17,804
Cost of goods sold                                   15,730                11,468                12,593
                                             ----------------      --------------       ----------------

         Gross profit                                 5,198                 3,190                 5,211
                                             ----------------      --------------       ----------------

Operating expenses :
   General and administrative                         4,036                 4,071                 5,124
   Selling, marketing and customer service            1,562                 1,231                 1,545
   Engineering, advanced design and
      product management                                691                   901                   570
   Impairment of Machinery                              270                     -                     -
   Impairment of Goodwill                             5,287                     -                     -
                                             ----------------      --------------       ----------------

         Total operating expenses                    11,846                 6,203                 7,239
                                             ----------------      --------------       ----------------

         Operating loss                              (6,648)               (3,013)               (2,028)

Other income (expenses) :
   Interest expense                                    (464)                 (530)                 (442)
   Loss on investment                                     -                     -                (1,000)
   Other income (expense)                               170                   972                   (29)
                                             ----------------      --------------       ----------------

                                                       (294)                  442                (1,471)
                                             ----------------      --------------       ----------------
         Loss from continuing operations
            before income taxes                      (6,942)               (2,571)               (3,499)
         Provision for income taxes                       -                     -                     -
                                             ----------------      --------------       ----------------

         Loss from continuing operations             (6,942)               (2,571)               (3,499)


         Loss from discontinued
            operations, net of taxes                      -                     -                  (581)
                                             ----------------      --------------       ----------------

         Net loss                            $       (6,942)        $      (2,571)       $       (4,080)
                                             ================      ==============       ================

Basic and diluted loss per common share :
   Continuing operations                     $        (0.36)        $       (0.14)       $        (0.20)
   Discontinued operations                                -                     -                 (0.03)
                                             ----------------      --------------       ----------------

                                             $        (0.36)        $       (0.14)       $        (0.23)
                                             ================      ==============       ================
Weighted average common shares outstanding
   basic and diluted                             19,207,246            19,192,611            17,482,583
                                             ================      ==============       ================
</TABLE>

                                      F-5
<PAGE>



                INTERNATIONAL DISPLAYWORKS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 (In Thousands, Except Share and Per Share Data)

   For the Year Ended October 31, 2002, the Ten-months Ended October 31, 2001
                      and the Year Ended December 30, 2000
<TABLE>
<CAPTION>
<S>                                       <C>             <C>              <C>                  <C>               <C>

                                                                                             Accumulated
                                                                                                other
                                                Common Stock            Accumulated         comprehensive
                                          Shares          Amount          deficit           income (Loss)          Total

Balance at January 2, 2000             9,176,556       $  27,866       $    (23,252)       $          (11)       $  4,603

   Comprehensive income (loss) :
      Net loss - twelve-months                 -               -             (4,080)                    -          (4,080)
      Change in translation
      adjustment                               -               -                  -                    81              81

                                                                                                               -----------
      Total comprehensive loss                                                                                     (3,999)

   Stock issued for acquisition        2,680,000           7,236                  -                     -           7,236
   Stock issued in private placement   7,251,634           6,078                  -                     -           6,078
   Exercise of common stock options       42,350              18                  -                     -              18
   Common stock subject to put option          -            (201)                 -                     -            (201)

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

Balance at December 30, 2000          19,150,540          40,997            (27,332)                   70          13,735

   Comprehensive income (loss) :
      Net loss - ten-months                    -               -             (2,571)                    -          (2,571)
      Change in translation
      adjustment                               -               -                  -                    18              18

                                                                                                               -----------
      Total comprehensive loss                                                                                     (2,553)

   Stock issued                          170,706              59                  -                     -              59
   Warrants issued                             -             149                  -                     -             149

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

Balance at October 31, 2001           19,321,246          41,205            (29,903)                   88          11,390

   Comprehensive income (loss) :
      Net loss - twelve months                 -               -             (6,942)                    -          (6,942)
      Change in translation
      adjustment                               -               -                  -                   (17)            (17)

                                                                                                               -----------
      Total comprehensive loss                                                                                     (6,959)

   Stock Retired                        (134,000)              -                  -                     -               -
   Warrants issued                             -               4                  -                     -               4
   Exercise of common stock options       30,000               7                  -                     -               7

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

Balance at October 31, 2002           19,217,246      $   41,216       $    (36,845)       $           71       $   4,442

                                      ============    ============    ===============    ==================    ===========


</TABLE>

                                      F-6
<PAGE>






                INTERNATIONAL DISPLAYWORKS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

   For the Year Ended October 31, 2002, the Ten-months Ended October 31, 2001
                      and the Year Ended December 30, 2000
<TABLE>
<CAPTION>
<S>                                                       <C>                  <C>                    <C>

                                                      October 31,           October 31,            December 30,
                                                          2002                 2001                    2000
                                                    (twelve-months)        (ten-months)          (twelve-months)
Cash flows from operating activities:
   Net loss                                        $       (6,942)         $      (2,571)      $         (4,080)
   Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
         Loss from discontinued operations                     -                      -                     581
         Depreciation                                       1,096                    941                  1,912
         Impairment of goodwill                             5,287                      -                      -
         Amortization of goodwill                             432                    360                    395
         Loss on investment                                     -                      -                  1,000
         Impairment of machinery                              270                      -                      -
         Loss on disposal of fixed assets                       9                      -                     33
         Loss (income) on foreign currency
         translation                                          (17)                    18                      2
                                                   -----------------      ---------------     ------------------
                                                              135                 (1,252)                  (157)

         Changes in operating assets and
            liabilities, net of business
            combinations :
            (Increase) decrease in :
               Accounts receivable                            167                   (292)                (1,419)
               Inventories                                   (138)                   747                   (231)
               Prepaid expenses and other
               current assets                                (123)                  (129)                 1,002
               Accounts payable                             1,120                   (910)                (1,004)
               Accrued liabilities                            107                   (382)                   729
                                                   -----------------      ----------------    ------------------

                  Net cash provided by (used in)
                     operating activities                   1,268                 (2,218)                (1,080)

Cash flows from investing activities :
   Acquisitions, net of cash acquired                           -                      -                 (4,208)
   Acquisition of property, plant and equipment              (183)                   (33)                  (285)
   Proceeds   from   sale   of   warehouse   from
   discontinued operations                                      -                      -                  2,394
                                                   -----------------      ----------------    ------------------

                  Net  cash  used  in   investing
                  activities                                 (183)                   (33)                (2,099)


Cash flows from financing activities :
   Proceeds from issuance of common stock                      11                     59                  6,078
   Proceeds from long-term debt - related parties               -                    325                    349
   Proceeds from long-term debt                                 -                  2,636                  3,071
   Payments on long-term debt - related parties               (75)                     -                      -
   Payments on long-term debt                                (447)                  (821)                (7,141)
   Issuance of warrants                                         -                    149                      -
   Payment of loan fees                                         -                      -                   (223)
                                                   -----------------      ----------------    ------------------

                  Net cash provided by (used in)
                     financing activities                    (511)                 2,348                     35


Net increase (decrease) in cash and cash
   equivalents                                                574                     97                 (1,045)

Cash and cash equivalents at beginning period                 982                    885                  1,930
                                                   -----------------      ----------------    ------------------

Cash and cash equivalents at end of period         $        1,556         $          982      $             885
                                                   =================      ================    ==================
</TABLE>



                                      F-7

<PAGE>


                INTERNATIONAL DISPLAYWORKS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       BUSINESS AND LIQUIDITY

         a.    Description of Business

               International   DisplayWorks,    Inc.   and   subsidiaries   (the
               "Company"),    headquartered   in   Rocklin,    California,   was
               incorporated in the state of Delaware in July of 1999. On October
               31,  2001  the  Company  merged  with  its  parent,  Granite  Bay
               Technologies, Inc., a California corporation which was originally
               incorporated  in the State of Oregon as Morrow  Snowboards,  Inc.
               (Morrow) in October of 1989.

               The Company is engaged in the design,  manufacture  and worldwide
               distribution  of liquid crystal  displays  (LCDs),  modules,  and
               assemblies for major original equipment manufacturers (OEMs) with
               applications  in  telecommunications,   automotive,   industrial,
               medical,  and consumer  products.  The Company's  operations  are
               primarily in Shenzhen, People's Republic of China (PRC).

               Morrow was originally organized to design, manufacture and market
               snowboards and related  apparel and accessories to retail outlets
               in the United States, as well as internationally,  which business
               was  conducted  from  inception  through  discontinuance  of  the
               snowboard and apparel operations in November 1999. In March 1999,
               Morrow sold all of its "Morrow" intellectual property, along with
               all   snowboard   inventories   and  its  snowboard  and  binding
               production   equipment  for  $3,200,000.   In  November  1999,  a
               subsidiary,  Westbeach  Canada ULC,  sold all of its  "Westbeach"
               operations along with all apparel inventories for $2,680,000. The
               results  of  operations  for these  business  segments  have been
               reflected  as   discontinued   operations  in  the   accompanying
               consolidated statements of operations.

         b.    Going Concern

               The Company  incurred net losses of  $6,942,000,  $2,571,000  and
               $4,080,000 in fiscal periods ended October 31, 2002,  October 31,
               2001, and December 30, 2000,  respectively  and has $1,658,000 of
               debt falling due within a year. The Company has experienced tight
               liquidity as a result.  These  factors  raise  substantial  doubt
               about the Company's  ability to continue as a going concern.  The
               consolidated  financial statements do not contain any adjustments
               that might result from the outcome of this uncertainty.

               Management  believes,  based on current  forecasts  of  projected
               order volumes that it will be  successful  in extending,  rolling
               over or replacing  its current long term debt as it falls due and
               that  the  Company  will  generate   sufficient   liquidity  from
               operations,  such that it will be able to sustain  the  Company's
               operating needs in fiscal year 2003.  Further,  in the event of a
               shortfall,  management  believes that it has the ability to raise
               additional  equity  capital  and/or debt financing and ability to
               cut operating costs. However, there can be no assurances that the
               Company  will be  successful  in  raising  additional  capital.


                                      F-8


<PAGE>


2.        ACQUISITIONS

          On  January  31,  2000,  Morrow  Snowboards,   Inc.  DBA  Granite  Bay
          Technologies  acquired 100% of the outstanding shares of International
          DisplayWorks, Inc., (IDW), through the issuance of 2,680,000 shares of
          common  stock.  The  acquisition  was accounted for using the purchase
          method of accounting.

          On February 1, 2000,  International  DisplayWorks,  Inc. (IDW) through
          its wholly owned subsidiary,  International  DisplayWorks  (Hong Kong)
          Limited (IDWHK), acquired 100% of the shares of MULCD Microelectronics
          (Shenzhen) Co. Ltd.,  (MULCD) and IDW Technology  (Shenzhen) Co., Ltd.
          (IDWT)  from  Vikay  Industrial  (Hong  Kong)  Ltd.  MULCD  and  IDWT,
          collectively the "PRC Companies", are engaged in the manufacturing and
          assembly of LCDs and  modules in the PRC for  markets in the USA,  Far
          East and Europe.  This  acquisition,  which was  accounted  for by the
          purchase   method  of   accounting,   required  a  total   payment  of
          approximately  $8,481,000,  part of which was  deferred.  On April 11,
          2001, the final payment of $821,000 was made for all remaining amounts
          due under the sale and purchase  agreement and the  supplemental  deed
          and  charge,   thereby,   finalizing  all  matters   relating  to  the
          acquisition.

          The   consolidated   financial   statements   include   accounts   and
          transactions  of IDW and the PRC Companies  from February 1, 2000, the
          effective date of their acquisition.

          The following unaudited pro forma information  presents the results of
          operations  of the Company as if the  acquisitions  had taken place on
          January 2, 2000,  the first day of the year ended  December  30, 2000,
          (in thousands, except share data) :

            Net sales                                     $          19,320
            Cost of goods                                 $          13,804
            Operating expenses                            $           7,360
            Net loss                                      $          (3,916)
            Weighted average shares outstanding                  17,703,341
            Loss per share                                $           (0.22)

          These unaudited pro forma results of operations have been prepared for
          comparative  purposes  only and do not purport to be indicative of the
          results of  operations  which  actually  would have  resulted  had the
          acquisition occurred on the date indicated, or which may result in the
          future.


                                      F-9
<PAGE>





                INTERNATIONAL DISPLAYWORKS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   Principles of Consolidation

               The  consolidated  financial  statements  include  the  financial
               statements  of  IDW,  and  all  of  the  following   wholly-owned
               subsidiaries:

                  o   International  DisplayWorks  (Hong  Kong) Limited, (a Hong
                      Kong company)
                  o   MULCD  Microelectronics  (Shenzhen)  Co.,  Ltd.,  (a   PRC
                      company)
                  o   IDW Technology (Shenzhen) Co., Ltd. (a PRC company)
                  o   International DisplayWorks Ltd., (a BVI company)
                  o   International  DisplayWorks   Pte.,  Ltd.,  (a   Singapore
                      company)
                  o   Westbeach LLC., (a U.S. company)
                  o   Westbeach ULC., (a Canadian company)

               All significant  intercompany accounts and transactions have been
               eliminated on consolidation.

          b.   Equity Method of Accounting

               The equity  method of  accounting  is used when the Company has a
               20% to 50% interest in other entities. When the interest is below
               20% the  investment  is  carried  at  cost  less  provisions  for
               permanent diminution in value.

               In October 2000,  the Company wrote off an investment  carried at
               cost of $1,000,000 in Globalgate,  an e-commerce company that had
               suffered  deteriorated  financial condition such that the Company
               believed its investment had no market value.

          c.   Fiscal Year

               The Company  changed its fiscal year end to October 31 for fiscal
               year 2001.  Accordingly,  the financial information presented for
               the  fiscal  year ended  October  31,  2001 is a short  ten-month
               period.

               Previously,  the Company used a 52 week fiscal year ending on the
               Saturday nearest December 31.  Accordingly,  the 2000 fiscal year
               ended December 30, 2000.

          d.   Cash and Cash Equivalents

               The  Company   considers  all  highly  liquid   investments  with
               maturity, at date of purchase, of three months or less to be cash
               equivalents.


                                      F-10
<PAGE>



          e.   Financial Instruments

               The  carrying  value  of  the  Company's  financial   instruments
               approximates their fair value based on their short-term nature.

          f.   Inventories

               Inventories  are stated at the lower of cost or  market.  Cost is
               determined on the weighted  average-cost basis. Costs included in
               the  valuation  of  inventory  are  labor,  materials  (including
               freight and duty) and manufacturing overhead. Provisions are made
               for  obsolete  or  slow  moving  inventory  based  on  management
               estimates.

          g.   Property, Plant and Equipment

               Property,   plant  and   equipment  are  recorded  at  cost  less
               accumulated  depreciation  and any provision for impairment.  The
               cost of major  improvements  is  capitalized  whereas the cost of
               maintenance and repairs is expensed in the period incurred. Gains
               and losses from the disposal of property, plant and equipment are
               included in income/loss from operations.

               All land in the PRC is owned by the PRC government.  According to
               PRC law the  government  may sell the right to use the land for a
               specified  period  of  time.  Thus  all  of  the  Company's  land
               purchases in the PRC are  considered to be leasehold land and are
               amortized on the straight-line  basis over the respective term of
               the right to use the  land.  The  buildings  on the land are also
               depreciated over the same period.

               Amortization  of  leasehold  improvements  is provided  using the
               straight-line method over the shorter of the expected useful life
               of the asset or the remaining lease term.

               Depreciation rates computed using the straight-line method are as
               follows:

                  Land and Buildings                        30 years
                  Machinery                                 10 years
                  Furniture, fixtures, and equipment         5 years

          h.   Impairment of Long-Lived Assets

               Statement  of  Financial  Accounting  Standards  (SFAS) No.  121,
               "Accounting  for the  Impairment  of  Long-Lived  Assets  and for
               Long-Lived  Assets to Be Disposed Of " requires  that  long-lived
               assets and certain identifiable intangibles,  including goodwill,
               be  reviewed  for  impairment   whenever  events  or  changes  in
               circumstances  indicate that the carrying  amount of an asset may
               not be recoverable.  Recoverability of assets to be held and used
               is measured by a comparison of the carrying amount of an asset to
               future  undiscounted  net cash flows  expected to be generated by
               the asset.  If such assets are  considered  to be  impaired,  the
               impairment  to be  recognized  is measured by the amount by which
               the carrying  amount of the assets  exceeds the fair value of the
               assets. Assets to be disposed of are reported at the lower of the
               carrying  amount or fair value less cost to sell. See notes 6 and
               7.


                                      F-11

<PAGE>

          i.   Warranty Costs

               The Company  warrants  its products  against  defects for fifteen
               days after  delivery to  customers.  As the Company  manufactures
               custom   products   to  customer   specifications   and  has  not
               experienced  significant returns, the Company does not anticipate
               it will incur a material amount of warranty expense.


          j.   Advertising and Promotion Costs

               Advertising  and promotion costs are expensed as incurred and are
               included in selling,  marketing  and customer  service  expenses.
               Advertising  expenses  were  approximately  $2,200,  $17,000  and
               $73,000 for the periods ending October 31, 2002, October 31, 2001
               and December 30, 2000, respectively.

          k.   Revenue Recognition

               The Company recognizes revenue from the sale of its products when
               the products  are shipped  from its factory in the PRC,  provided
               collectability  is reasonably  assured from the  customer.  Sales
               revenue is  recorded  net of  discounts  and  rebates  except for
               prompt  payment  discounts  which are  accounted  for as interest
               expense.  Returns  and  adjustments  are  booked  as soon as they
               become known.

          l.   Income Taxes

               Deferred tax assets and liabilities are recognized for the future
               tax   consequences   attributable  to  differences   between  the
               financial  statement  carrying  amounts  of  existing  assets and
               liabilities and their respective tax bases.  Deferred tax assets,
               including tax loss and credit carry forwards, and liabilities are
               measured  using  enacted  tax rates  expected to apply to taxable
               income  in the years in which  those  temporary  differences  are
               expected to be recovered  or settled.  The effect on deferred tax
               assets and  liabilities of a change in tax rates is recognized in
               income in the period that includes the enactment  date.  Deferred
               income tax expense represents the change during the period in the
               deferred tax assets and deferred tax liabilities.  The components
               of the  deferred  tax assets  and  liabilities  are  individually
               classified   as   current   and   non-current   based   on  their
               characteristics.  Deferred  tax assets are reduced by a valuation
               allowance  when, in the opinion of management,  it is more likely
               than not that some portion or all of the deferred tax assets will
               not be realized in the foreseeable future.

          m.   Stock Options and Warrants

               SFAS No. 123, "Accounting for Stock-Based  Compensation",  allows
               companies which have stock-based  compensation  arrangements with
               employees to adopt a new fair value basis of accounting for stock
               options and other equity  instruments or to continue to apply the
               existing  accounting rules under APB Opinion No. 25,  "Accounting
               for Stock Issued to  Employees,"  but with  additional  financial
               statement  disclosure.  The  Company  continues  to  account  for
               stock-based  compensation  arrangements  under APB Opinion No. 25
               and provides additional  disclosures  required by SFAS No. 123 in
               note 11.


                                      F-12

          n.   Product Development Costs

               Expenditures  associated with the development of new products and
               improvements  to existing  products  are  expensed  as  incurred.
               Product  development costs were approximately  $28,000,  $636,000
               and $314,000 for the periods ended October 31, 2002,  October 31,
               2001 and December 30, 2000, respectively.

          o.   Net Loss per Share

               Basic net loss per common  share is computed by dividing net loss
               applicable to common shareholders by the weighted-average  number
               of common shares outstanding during the period.  Diluted net loss
               per common share is determined using the weighted-average  number
               of common shares outstanding during the period,  adjusted for the
               dilutive effect of common stock equivalents, consisting of shares
               that might be issued upon  exercise of common stock  options.  In
               periods where losses are reported, the weighted-average number of
               common  shares  outstanding  excludes  common stock  equivalents,
               because their inclusion would be  anti-dilutive.  For the periods
               ended  October  31,  2002  and  2001 and  December  30,  2000 the
               weighted-average  number of common  shares  outstanding  excludes
               common stock equivalents of 2,889,709,  2,457,709,  and 1,915,509
               shares, respectively.

          p.   Foreign Currency

               All transactions in currencies  other than functional  currencies
               during the year are translated at the exchange  rates  prevailing
               on  the  respective   transaction  dates.   Monetary  assets  and
               liabilities  existing at the balance  sheet date  denominated  in
               currencies other than functional currencies are translated at the
               exchange rates existing on that date.  Exchange  differences  are
               recorded in the  consolidated  statement of  operations.  For the
               periods ended October 31, 2002, October 31, 2001 and December 31,
               2000,  the exchange  differences  resulted in expense of $48,900,
               $14,000 and $27,400, respectively.

               The Company and its  subsidiaries  have adopted the U.S.  dollar,
               Hong  Kong  dollar  and  the PRC  renminbi  as  their  functional
               currencies.  The financial  statements of all  subsidiaries  with
               functional  currencies  other than the U.S. dollar are translated
               in accordance with SFAS No. 52, "Foreign  Currency  Translation".
               All  assets  and  liabilities  are  translated  at the  rates  of
               exchange  ruling at the  balance  sheet  date and all  income and
               expense  items are  translated  at the average  rates of exchange
               over  the  year.  All  exchange   differences  arising  from  the
               translation of subsidiaries' financial statements are recorded as
               a component of comprehensive income.

               The  exchange  rate  between  the Hong Kong  dollar  and the U.S.
               dollar has been pegged  (HK$7.80 to US$1.00)  since October 1983.
               The exchange  rate  between the  renminbi and the U.S.  dollar is
               based on the prevailing  market rate, which was Renminbi 8.3, 8.3
               and 8.4 to US$1.00 at October  31,  2002,  October  31,  2001 and
               December 30, 2000, respectively.


                                      F-13
<PAGE>



          q.   Segment Reporting

               The Company  accounts for its  segments  pursuant to SFAS No. 131
               "Disclosures   about   Segments  of  an  Enterprise  and  Related
               Information." Operating segments, as defined in SFAS No. 131, are
               components  of  an  enterprise  for  which   separate   financial
               information  is  available  and  is  evaluated  regularly  by the
               Company in deciding  how to allocate  resources  and in assessing
               performance. The financial information is required to be reported
               on the  basis  that  it is used  internally  for  evaluating  the
               segment performance. The Company believes it operates in only one
               segment.

          r.   New Accounting Pronouncements

               i. On July 20, 2001,  the Financial  Accounting  Standards  Board
                  (FASB) issued  SFAS No. 141, "Business Combinations", and SFAS
                  No. 142, "Goodwill  and  Intangible  Assets".  SFAS  No.141 is
                  effective for  all  business combinations completed after June
                  30, 2001. SFAS No. 142 is effective for fiscal years beginning
                  after December 15, 2001;  however,  certain provisions of this
                  Statement  apply  to  goodwill  and  other  intangible  assets
                  acquired  between July 1, 2001  and the effective date of SFAS
                  No. 142. Major  provisions  of  these  Statements  and   their
                  effective dates for the Company are as follows:

                  o  All  business  combinations  initiated  after June 30, 2001
                     must  use the purchase method of accounting. The pooling of
                     interest  method  of  accounting  is  prohibited except for
                     transactions initiated before July 1, 2001.

                  o  Intangible  assets  acquired in a business combination must
                     be  recorded  separately  from  goodwill if they arise from
                     contractual or other legal rights or are separable from the
                     acquired  entity  and  can  be sold, transferred, licensed,
                     rented or exchanged, either individually  or  as  part of a
                     related contract, asset or liability.

                  o  Goodwill,  as  well  as  intangible  assets with indefinite
                     lives, acquired after June 30, 2001, will not be amortized.
                     Effective  November  1,  2002,  all  previously  recognized
                     goodwill and intangible assets with indefinite lives are no
                     longer to be subject to amortization.

                  o  Effective  November 1, 2002, goodwill and intangible assets
                     with  indefinite  lives  will  be  tested  for   impairment
                     annually  and whenever there is an impairment indicator all
                     acquired  goodwill  must be assigned to reporting units for
                     purposes of impairment testing and segment reporting.

                  o  The Company  adopted  SFAS No. 141  during the fiscal  year
                     ending October 31, 2002 and it did not impact the Company's
                     financial statements.  The Company has adopted SFAS No. 142
                     on November 1, 2002, and has determined  that there will be
                     no material impact on the Company's  fiscal 2003  financial
                     position and results of operations.

               ii. In June 2001, the FASB issued SFAS No. 143,  "Accounting  for
                   Asset Retirement Obligations,"   which  addresses   financial
                   accounting and reporting for obligations associated  with the
                   retirement  of  tangible long-lived assets and the associated
                   asset  retirement  costs.  SFAS No. 143 is effective  for the


                                      F-14
<PAGE>

                   Company's  fiscal  year  beginning   November  1,  2002   and
                   management does not believe  that the impact of the  adoption
                   of SFAS No. 143 will be material.

              iii. In August 2001 the FASB issued SFAS No. 144,  "Accounting for
                   the  Impairment  or  Disposal  of Long-Lived  Assets",  which
                   among  other things,  establishes  one  accounting  model for
                   long-lived assets to be disposed of by sale.  SFAS No. 144 is
                   effective for financial statements issued for years beginning
                   after December  15, 2001 (November 1, 2002  for the Company),
                   and  interim  periods  within  those   financial  statements.
                   Management does not believe the adoption of SFAS No. 144 will
                   have a material impact on the Company's financial position or
                   results of operations.

               iv. In April 2002,  the FASB issued SFAS No. 145,  "Rescission of
                   FASB Statements No. 4, 44 and 64, amendment of FASB Statement
                   No. 13, and Technical Corrections," which among other things,
                   restricts the classification   of  gains  and   losses   from
                   extinguishment of debt  as   extraordinary   to  only   those
                   transactions  that  are  unusual  and infrequent in nature as
                   defined by APB Opinion No. 30 as extraordinary, SFAS No.  145
                   for the  Company's  fiscal  year beginning  November 1, 2002.
                   Upon   adoption,   gains   and   losses   on   certain   debt
                   extinguishment,  if  any,  will  be recorded in income (loss)
                   before income taxes.  The impact of the  adoption of SFAS No.
                   145 is not expected to be material.

               v.  In June 2002, the FASB issued SFAS No. 146,  "Accounting  for
                   Costs Associated with Exit or Disposal  Activities." SFAS No.
                   146 addresses  financial  accounting  and reporting for costs
                   associated with  exit  or  disposal  activities and nullifies
                   Emerging Issues  Task  Force  Issue  No.   94-3,   "Liability
                   Recognition for  Certain  Employee  Termination  Benefits and
                   Other Costs  to  Exit  an  Activity  (including Certain Costs
                   Incurred in a Restructuring)."  SFAS No. 146  requires that a
                   liability for  a  cost  associated  with  an exit or disposal
                   activity be recognized  when the  liability is incurred.  The
                   provisions of SFAS No. 146 are effective for exit or disposal
                   activities that are  initiated  after December 31, 2002.  The
                   impact of the adoption of SFAS No. 146 is  not expected to be
                   material.

               vi. In December 2002,  the FASB issued SFAS No. 148,  "Accounting
                   for  Stock-Based  Compensation - Transition  and Disclosure".
                   SFAS No. 148  amends  the  disclosure  and certain transition
                   provision  of  SFAS  No. 123,  "Accounting   for  Stock-Based
                   Compensation".  In  summary,  the  significant  provisions of
                   SFAS No. 148 include:

                   o  Requires entities with stock-based  employee  compensation
                      arrangements  to  provide additional  disclosures in their
                      summary accounting policies  note.  For entities  that use
                      the intrinsic value  method of Opinion 25, "Accounting for
                      Stock Issued to  Employees", to account for employee stock
                      compensation for any period  presented,  their  accounting
                      policies note should include a tabular presentation of pro
                      forma net income and earnings per  share  using  the  fair
                      value method.

                   o  Permits  entities  changing  to  the  fair value method of
                      accounting for employee stock compensation to choose  from
                      one of three transition methods--the  prospective  method,
                      the  modified  prospective  method,  or   the  retroactive
                      restatement method.


                                      F-15


<PAGE>

                   o  Requires interim-period pro forma  disclosures  if  stock-
                      based compensation is accounted for  under  the  intrinsic
                      value method in any period presented.

                    The provisions of SFAS No. 148 are effective for the Company
                    on  November  1, 2002.  As noted in Note 3(m),  the  Company
                    currently  accounts for its stock-based  compensation  under
                    the provisions of APB Opinion No. 25 and will continue to do
                    so for the foreseeable future.

          s.   Reclassifications

               Certain amounts in the prior periods'  financial  statements have
               been reclassified to conform to the current year presentation.

          t.   Use of Estimates

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

4.        INVENTORIES

          Inventories consisted of the following at October 31 (in thousands) :
<TABLE>
<CAPTION>
<S>                                                                  <C>                    <C>

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

        Finished goods                                       $             165      $             326
        Work-in-progress                                                   250                    126
        Raw materials                                                    1,414                  1,455
        Less : reserve for obsolete inventory                             (369)                  (585)

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

                                                             $           1,460      $           1,322

                                                             ===================    ====================
</TABLE>

5.        PREPAID EXPENSES AND OTHER CURRENT ASSETS

          Prepaid  expenses and other current assets  consisted of the following
          at October 31 (in thousands) :
<TABLE>
<CAPTION>
<S>                                                                 <C>                     <C>

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

        Prepaid expenses                                     $             206      $             144
        Advances to suppliers                                              172                    105
        PRC - VAT tax refund                                               135                     52
        Other                                                               25                    114

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

                                                             $             538      $             415

                                                             ===================    ====================
</TABLE>

                                      F-16
<PAGE>


6.        PROPERTY, PLANT AND EQUIPMENT

          Property, plant and equipment consisted of the following at October 31
          (in thousands):
<TABLE>
<CAPTION>
<S>                                                                  <C>                    <C>

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

        Land and buildings                                   $           1,185      $           1,187
        Furniture, fixtures and equipment                                1,837                  1,637
        Machinery                                                        4,720                  5,247
        Leasehold improvements                                              83                     57

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

                                                                         7,825                  8,128

        Less accumulated depreciation                                   (2,628)                (1,739)

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

                                                             $           5,197      $           6,389

                                                             ===================    ====================
</TABLE>


          Depreciation  expense totaled $1,096,000,  $941,000 and $1,912,000 for
          the periods ended October 31, 2002, October 31, 2001, and December 30,
          2000, respectively.

          In October  2002,  the  Company  assessed  the  recoverability  of the
          carrying  value of a certain PRC based machine under the provisions of
          SFAS No. 121. The  assessment  resulted in an  impairment  loss of the
          machine's  entire net book value of $270,000.  This loss  reflects the
          amount  by which  the  carrying  value  of the  machine  exceeded  its
          estimated fair value.  The impairment  loss is recorded as a component
          of operating expenses in the statement of operations for fiscal 2002

          In December  2000,  the Company  sold its Salem,  Oregon  facility for
          $2,700,000,  less related expenses, and recorded a loss on the sale of
          $348,565.  The  proceeds  were used to retire a note  payable  and for
          working  capital.  The  loss is  included  in loss  from  discontinued
          operations.

7.        GOODWILL

          Costs in  excess  of net  assets  of  businesses  acquired  (goodwill)
          represents the unamortized  excess of the cost of acquiring a business
          over  the  fair  values  of the net  assets  received  at the  date of
          acquisition.

          In accordance  with SFAS No.121  management  periodically  reviews the
          operating  environment  and performance of the Company to determine if
          there are any grounds for reviewing the carrying  value of goodwill to
          determine whether impairment may exist. The Company considers relevant
          cash flow and profitability  information,  including  estimated future
          operation  results,  trends,  and  other  available  information,   in
          assessing whether the carrying value of goodwill can be recovered.  If
          the Company determines that the carrying value of goodwill will not be
          recovered  from the  undiscounted  future  cash flows of the  acquired
          business,  the Company considers the carrying value of the goodwill as
          impaired and reduces it by a charge to operations by the amount of the
          impairment.  An impairment charge is measured as any deficiency in the
          amount of  estimated  undiscounted  future cash flows of the  acquired
          business  available  to  recover  the  carrying  value of the  related
          goodwill.


                                      F-17
<PAGE>

          In  October  2002,  the  Company  recorded a  goodwill  impairment  of
          $5,287,000,  which  eliminated all remaining  goodwill of the Company.
          Goodwill  was  determined  to have been  impaired  because the Company
          incurred  losses of  $6,942,000,  $2,571,000  and $4,080,000 in fiscal
          periods ended October 31, 2002, October 31, 2001 and December 30, 2000
          and has  $1,708,000  of debt falling due within one year.  This caused
          management  to  commission  an  independent  valuation of the goodwill
          under the  provisions of SFAS No. 121.  Goodwill was  determined to be
          impaired  and is  included  as a component  of  operating  expenses in
          fiscal 2002.

          Goodwill was being amortized on a  straight-line  basis over 15 years.
          Amortization expense charged to operations was $432,000,  $360,000 and
          $395,000 for the periods ended  October,  31, 2002,  October 31, 2001,
          and December 30, 2000, respectively.


8.        ACCRUED LIABILITIES

          Accrued  liabilities  consisted  of the  following  at  October 31 (in
          thousands) :
<TABLE>
<CAPTION>
<S>                                                                 <C>                     <C>

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

        Accrued payroll and related liabilities              $             523      $             454
        Accrued staff hostel expenses                                      247                    230
        Accrued inventory purchases                                        165                    101
        Accrued PRC government management fees                             115                     95
        Accrued commissions                                                102                     97
        Other accrued liabilities                                          213                    281

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

                 Total accrued liabilities                   $           1,365      $           1,258


                                                             ===================    ====================
</TABLE>

9.        LONG-TERM DEBT

          Long-term debt consisted of the following at October 31 (in thousands,
          except interest payments) :
<TABLE>
<CAPTION>
<S>                                                                 <C>                     <C>

                                                                October 31,             October 31,
                                                                    2002                   2001
                                                             -------------------    --------------------

        Notes payable to a major shareholder,
          officer and director of the Company and
          his immediate family, interest only
          payments due in monthly installments of
          approximately $2,700 at a yearly interest
          rate ranging from 12.00% to 12.68%;
          principal balance due and payable in full
          December 31, 2003, collateralized by the
          accounts receivable, inventory, equipment
          and other tangible assets of the Company.          $             274      $             274

        Notes payable to major shareholders and
          director of the Company, interest only
          payments due in monthly installments of
          $2,400 at a yearly interest rate of 12.68%;
          principal balance due and payable in full

                                      F-18
<PAGE>

          December 31, 2003, collateralized by the
          accounts receivable, inventory, equipment
          and other tangible assets of the Company.                        150                    225


        Note payable to a shareholder of the Company,
          interest only payments due in monthly
          installments of $500 at a yearly interest
          rate of 12.00%; principal balance due and
          payable in full December 31, 2003,
          collateralized by the accounts receivable,
          inventory, equipment and other tangible
          assets of the Company.                                            50                      50

        Note payable to a shareholder of the Company,
          interest only payments due in monthly
          installments of $500 at a yearly interest
          rate of 12.00%; principal balance due and
          payable in full December 31, 2002,
          collateralized by the accounts receivable,
          inventory, equipment and other tangible
          assets of the Company. The Company is in the
          process of extending the due date of the note
          for one year.                                                     50                      50

        Note payable to a major shareholder and director
          of the Company, interest only payments due in
          monthly installments of $1,600 at a yearly
          interest rate of 12.68%; principal balance due
          and payable in ten monthly installments of
          $10,000 each and one final payment of $50,000
          on October 25, 2003, collateralized by the
          accounts receivable, inventory, equipment and
          other tangible assets of the Company.                            150                     150

        Notes payable to a third-party, interest only
          payments due in monthly installments of $3,993
          at a yearly interest rate of 12.68%; principal
          balance due and payable in full April 15, 2002,
          collateralized by the accounts receivable,
          inventory, equipment and other tangible assets
          of the Company. The note was repaid during
          fiscal 2002.                                                       -                     275

        Note payable to a third-party, interest only
          payments due in monthly installments of $1,585
          at 12.68% interest; principal balance due and
          payable in full October 26, 2001 collateralized


                                      F-19

<PAGE>

          by the accounts receivable, inventory, equipment
          and other tangible assets of the Company. The
          note was repaid during fiscal 2002.                                -                     150

        Factoring line, at 2.25% over the prime lending
          rate (approximately 7.4% at October 31, 2002),
          collateralized by accounts receivable.                           219                     488

        Credit line at 3% over U.S. prime (approximately)
          7.75% at October 31, 2002), collateralized by
          the accounts receivable, inventory, equipment
          and intangible assets of the Company with
          minimum interest charge of $7,800 and $12,500,
          respectively, per month.  The credit line
          expires in March 2003.                                           837                     588

        Mortgage loan, at 8.3% yearly interest, to be
          repaid in three annual installments,
          collateralized by the three factory buildings
          in Shenzhen, PRC.                                              1,208                   1,210
                                                             -------------------    --------------------

                                                                         2,938                  3,460

        Less: current portion                                          (1,658)                (2,654)

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

                                                             $           1,280      $             806

                                                             ===================    ====================
</TABLE>

         Maturities of long-term debt are as follows:

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

            Year Ending
            October 31,               Related parties            Third parties                  Total
        --------------------    ------------------------    ---------------------   --------------------

               2003             $                 200       $            1,458      $           1,658
               2004                               474                      403                    877
               2005                                 -                      403                    403

                                ------------------------    ---------------------   --------------------
                                $                 674       $            2,264      $           2,938

                                ========================    =====================   ====================
</TABLE>

          During the ten-month period ended October 31, 2001, the Company issued
          approximately  $1,100,000 of  collateralized  notes to a key employee,
          board  members and other  individual  investors.  The related  parties
          received  warrants to purchase  185,000 shares of the Company's common
          stock at prices  ranging  from $0.36 to $0.75 per share.  The proceeds
          were used for general working  capital,  capital  expenditures  and to
          retire maturing debt.

          In  the  quarter  ended   December  30,  2000,   the  Company   issued
          approximately  $499,000 of  collateralized  notes payable due December
          15,  2001  to a key  employee,  board  members  and  other  individual
          investors.  The due dates were extended to April 15, 2002. The related
          parties  received  warrants to purchase 99,861 shares of the Company's
          common stock at $0.75 per share.  The  proceeds  were used for general
          working capital.

                                      F-20

<PAGE>

          During the year ended October 31, 2002,  the Company  extended the due
          dates on all  but $50,000 of the unpaid  notes  payable due to related
          parties and others to October 25, 2003 or December 31, 2003.

          On March 23, 2001,  the Company  entered  into an asset based  lending
          program  for a  $3,000,000  line of credit  secured  by the  Company's
          accounts  receivable,   inventory,  equipment,  and  intangibles.  The
          agreement  is for twelve  months at an  interest  rate of 3% above the
          "prime  rate"  (7.75%  at  October  31,  2002) with a minimum  monthly
          charge of $12,500 in the periods  ending  October 31, 2002 and October
          31, 2001.  In March 2002 the  agreement was extended to March 2003 but
          the facility  reduced to $2,000,000 and minimum monthly charge reduced
          to $7,800.  The Company has been incurring the minimum interest charge
          since  inception of the agreement.  As of October 31, 2002 the Company
          has available  approximately  $1,163,000  for use under this facility,
          subject to eligible receivables.

          In August of 2001 and as amended in July 2002,  the  Company,  through
          its wholly owned subsidiary, IDWHK, entered into a factoring agreement
          collateralized  by accounts  receivable  and  inventory of IDWHK.  The
          agreement is  guaranteed by the Company.  The facility  provides for a
          maximum  borrowing of $1,282,000  with an interest rate of 2.25% above
          the prime lending rate. The prevailing rate was approximately  7.4% at
          October 31,  2002.  As of October  31, 2002 the Company has  available
          $1,063,000   for  use  under  this   facility,   subject  to  eligible
          receivables.

          In June of 2001,  the Company,  through its wholly  owned  subsidiary,
          IDWT,  entered into a mortgage on the three  buildings  located at its
          manufacturing  facility in  Shenzhen,  PRC.  The amount  borrowed  was
          approximately  $1,200,000  for three years at an interest rate of 8.3%
          per  year.  The  loan  is  scheduled  to be  repaid  in  three  annual
          installments,  the first  originally  being due in June 2002. The loan
          agreement  was amended in June 2002,  deferring  each  installment  by
          one-year.


10.       COMMITMENTS AND CONTINGENCIES

          a.   Lease Obligations

               The Company is currently  obligated under the following operating
               leases:

                 i.  The Company leases its land in the PRC pursuant  to  a land
                     lease expiring in 2043 at an annual rent of $70,000.

                ii.  In March  2000, the Company entered into a 5-year lease for
                     office space in Rocklin, California. The payment terms were
                     $106,000 per year for the first 32 months and then $111,000
                     per  year  for  the  last  28 months. In February 2002, the
                     lease was amended such that the  Company  surrendered 4,600
                     square feet back to the lessor  in exchange for a reduction
                     in  the  yearly  rent.  The  rent  is  now $69,000 per year
                     through the first 33  months  and  $73,000 per year for the
                     remainder  of  the  lease.  The   Company   also   pays   a
                     proportionate share of  operating expenses of approximately
                     $12,400 per year.

               iii.  The  Company  leases office space in Hong Kong at $24,000 a
                     year.  The lease is month-to-month and can be terminated at
                     will.

                iv.  The  Company  has  entered  into  a  lease  agreement for a
                     workers'  dormitory  in  Shenzhen,  PRC.  The lease  on the
                     workers'  dormitory  expires  on  August  3, 2020 and costs
                     $233,700 per year.

                                      F-21

<PAGE>

                 v.  On December 31, 2002, the lease on the staff  quarters  was
                     terminated effective February 23, 2003, without penalty. On
                     the same day a new dormitory was leased for  a term of five
                     years commencing February 1, 2003 at a  cost of $23,100 per
                     year.

                vi.  The Company has entered into various lease  agreements  for
                     individual employee quarters in Shenzhen,  PRC.  The  lease
                     terms of these quarters range from six to sixty months. The
                     yearly lease payments range from $1,800 to  $13,000. During
                     the fiscal year ended October 31, 2002, the Company entered
                     into  nine  of  the  aforementioned  leases  with  terms of
                     between six and sixty months and  yearly  lease payments of
                     between $1,800 and $13,000.

               vii.  On October 31, 2002 the Company gave notice to  terminate a
                     lease  on  a  housing  accommodation  for an officer of the
                     Company on  December 9, 2002, without penalty.  In November
                     2002 the  Company entered  into  a  one-year  lease  at  an
                     annual  cost  of  $40,600  for housing accommodation for an
                     officer of the Company to replace the housing accommodation
                     vacated on December 9, 2002.

               The  following  is a schedule of future  minimum  lease  payments
               under non-cancelable  operating leases as of October 31, 2002 (in
               thousands):
<TABLE>
<CAPTION>
<S>                                        <C>                      <C>                     <C>

                                        Minimum Lease                                       Net Lease
                                          Commitments           Sublease Income           Commitments
                                   ---------------------     ---------------------    ------------------

            2003                   $              470        $             (67)       $           403
            2004                                  406                      (43)                   363
            2005                                  380                         -                   380
            2006                                  377                         -                   377
            2007                                  322                         -                   322
            Thereafter                          5,442                         -                 5,442

                                   ---------------------     ---------------------    ------------------
                                   $            7,397        $            (110)       $         7,287

                                   =====================     =====================    ==================
</TABLE>

               For the year ended October 31, 2002, ten-months ended October 31,
               2001  and  year-ended   December  30,  2000  rental  expense  was
               $117,000, $241,000 and $91,000, respectively.

          b.   Legal Matters

               The Company is currently involved in the following litigation and
               proceeding:

               Nicolas Steenolsen vs. Squaw Valley Ski Corporation,  Granite Bay
               Technologies,  Inc.,  Morrow  Snowboards,  Inc., et al., Superior
               Court of California,  Los Angeles County, Case No. BC243817.  The
               case is a complaint  for personal  injuries  which arose from the
               plaintiff's use of a snowboard  allegedly  manufactured by Morrow
               Snowboards,  Inc. The complaint seeks unspecified general damages
               and unspecified past and future medical expenses.  The Company is
               defending  the action.  Indications  are that the Company will be
               dismissed from this action,  but there has been no ruling to that
               effect.  There is no basis for determining the amount of damages,
               if any, at this time.


                                      F-22
<PAGE>

               From time to time the  Company is subject  to  exposure  to legal
               proceedings  and claims  which  arise in the  ordinary  course of
               business.  In the opinion of  management,  the amount of ultimate
               liability  with  respect  to  any  such  current actions will not
               materially affect the financial position or results of operations
               of the Company.

          c.   Employment Agreement

               In  November  2002,  the  Company   entered  into  an  employment
               agreement  with one of its officers.  The agreement has a term of
               two years expiring on October 31, 2004.  Annual  compensation  is
               approximately  $163,000  inclusive  of the annual cost of $40,600
               for housing accommodation (see note 10(a)(vii).

          d.   Registered Capital

               To obtain a license  to do  business  in the PRC, Wholly  Foreign
               Owned Enterprises  (WFOE's) commit to a certain investment over a
               period of time. This investment must comprise expenditures by the
               Company on  productive  fixed assets such as land,  buildings and
               property,  plant and equipment.  IDWT's total required commitment
               was  $8,100,000  of  which  the  Company  has  made   $6,321,000.
               Therefore, as of October 31, 2002 IDWT has a remaining commitment
               to invest a further $1,779,000,  which must be fulfilled by April
               30, 2003,  unless  extended  further by the PRC  government.  The
               Company has recently purchased assets costing $110,000,  which it
               believes  satisfies  the  criteria.  Over the  course of the next
               eighteen  months  the  Company  forecasts  it will be  purchasing
               sufficient   qualifying   assets  to   fulfill   the   investment
               requirement. Furthermore, if necessary, the Company believes that
               the PRC government will grant additional extensions of time.

          e.   Purchase Commitment:

               The  Company  enters into  forward  purchase  commitments  in the
               normal  course  of  business  in   anticipation  of  orders  from
               customers  not  all  of  which  are  matched  by  contracts  from
               customers.  The Company  believes that such  commitments  will be
               required  for future  production  or could be  cancelled  without
               material  cost.  In  July  2002,  the  Company   entered  into  a
               commitment  to  purchase  certain  inventory  from a  vendor  for
               $261,000.  The  Company is under no certain  deadline to purchase
               the inventory.

11.       STOCKHOLDERS' EQUITY

          a.   Stock Issued

               In September  2001, in settlement of a put option entered into in
               December 2000,  the Company made a cash payment of $201,000,  and
               issued  125,000  shares of the Company's  common stock at a stock
               price of $0.34 per share  together  with 75,000  warrants with an
               exercise price of $0.75.

          b.   Stock Option Plans

               The Company  maintains  the Morrow  Snowboard,  Inc.  1990 Equity
               Incentive Plan for selected  executives,  employees and directors
               for which 1,102,500 shares of


                                      F-23
<PAGE>

               common stock have been reserved for issuance  under the plan. The
               plan  permits the granting of options for terms not to exceed ten
               years from the date of grant. The options  generally vest ratably
               over a  four-year  period  and are  exercisable  subject to terms
               established  in the  plan  document.  The  exercise  price of the
               options  granted  under the plan must be equal to or greater than
               the fair  market  value of the  shares  on the date of grant  for
               incentive  stock options and not less than 85 percent of the fair
               market value for nonqualified  stock options.  The exercise price
               of the options granted by the Company has generally been equal to
               or greater than fair market value at the date of grant. There was
               no activity in the plan in the year ended October 31, 2002, there
               were 240,000 options cancelled  in the ten months  ended  October
               31, 2001  and  there  were 477,500 options  granted  and  191,450
               options cancelled in the year ended December 30, 2000.  This Plan
               has now expired and no new options are available for grant.

               In  September  2000,  the  Company  established  the  Granite Bay
               Technologies 2000 Equity Incentive Plan for certain key employees
               of the  Company.  The plan also  permits  the  granting  of stock
               options,  restricted  stock awards,  stock  appreciation  rights,
               stock  units and other  stock  grants to certain  persons  with a
               relationship  with the Company,  including  agents,  consultants,
               advisors,   independent   contractors,   sales   representatives,
               distributors,  principals and retail distribution outlets for the
               Company's products. The plan provides for up to 882,800 shares of
               stock that are authorized  for issuance.  The price of each share
               of stock  covered by an option shall not be less than 100% of the
               fair value of the  Company's  common  stock on the date of grant.
               Each  option  certificate  shall have an  exercise  period of six
               months to ten  years.  There were  515,000  options  granted  and
               68,000 options  cancelled during the year ended October 31, 2002;
               there were 255,000  options granted and 62,500  cancelled  during
               the ten months  ended  October 31,  2001;  and there were 131,000
               options  granted  during the year ended  December  30,  2000.  At
               October 31, 2002 approximately  112,300 options are available for
               grant under the plan. In December  2002,  the Company  granted an
               additional 82,000 options to employees under the plan.

               In October 1999, the Company  established the Morrow  Snowboards,
               Inc. 1999 Stock Option Plan for non-employee directors. This plan
               provides  for  the  issuance  of  up to  300,000  shares  of  the
               Company's common stock to existing  directors and, in the case of
               extra  services  or  duties,  past  directors.  Unless  otherwise
               provided  in the option  grant,  the  options  vest over the year
               following  the date of grant and  expire  after the later of five
               years after the date of grant or five years after  termination as
               a director.  At October  31, 2002 there are no options  available
               for grant under the plan.  During the year ended October 30, 2002
               there were 30,000 options  exercised under the plan. There was no
               activity in this plan for the ten months ended  October 31, 2001.
               During  the year ended  December  31,  2000  there  were  215,000
               options  granted,  42,350  options  exercised and 39,800  options
               cancelled.

               The  board  has  granted  235,000  options  that  are not part of
               compensation  plans.  There are 150,000 share options  granted in
               fiscal 2001 to the Company's  former President and Director at an
               exercise  price of  $0.50,  50,000  share  options  granted  to a
               Director in fiscal 1999 at an exercise price of $0.75, 25,000 and
               10,000 share  options  granted to a Director in fiscal 2000 at an
               exercise price of $0.78 and $0.75, respectively.


                                      F-24
<PAGE>


               The  following is a summary of the status of all of the Company's
               stock option  plans as of October 31, 2002,  October 31, 2001 and
               December 30, 2000 and changes  during the periods  ended on those
               dates:

<TABLE>
<CAPTION>
<S>                                                                  <C>                   <C>
                                                                                         Weighted
                                                                   Number                 Average
                                                                 Of Shares            Exercise Price
                                                            ---------------------   --------------------

            Options outstanding at
               January 1, 2000                                         550,448      $            1.84

               Granted                                                 858,500                   1.64
               Exercised                                               (42,350)                   .43
               Cancelled                                              (231,250)                  3.69

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

            Options outstanding at
               December 30, 2000                                     1,135,348                   1.36

               Granted                                                 405,000                    .58
               Exercised                                                     -                      -
               Cancelled                                              (302,500)                   .95

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

            Options outstanding at
               October 31, 2001                                      1,237,848                   1.21

               Granted                                                 515,000                    .42
               Exercised                                               (30,000)                   .25
               Cancelled                                               (68,000)                   .76

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

            Options outstanding at
               October 31, 2002                                      1,654,848      $            1.00

                                                            =====================   ====================


            Options exercisable at :
               October 31, 2002                                      1,038,332      $            0.93

                                                            =====================   ====================

               October 31, 2001                                        806,852      $            0.87

                                                            =====================   ====================

               December 30, 2000                                       665,707      $            0.79

                                                            =====================   ====================
</TABLE>



                                      F-25
<PAGE>

        b.     Stock Option Plans (continued)


               The following table  summarizes  information  about stock options
               outstanding and exercisable at October 31, 2002 :
<TABLE>
<CAPTION>
<S>              <C>                <C>                 <C>               <C>              <C>                  <C>

                                                      Weighted
                                  Number of           Average           Weighted         Number of          Weighted
                                    Shares           Remaining          Average            Shares            Average
               Range of          Outstanding        Contractual         Exercise        Exercisable         Exercise
            Exercise price        at October        Life (Years)       price per         at October         Price per
                                   31, 2002                              Share            31, 2002            Share

            $  .01 - $ 5.00        1,614,848              3.34        $      0.87         1,038,332       $       .87

            $ 5.01 - $10.00           40,000              2.82               6.02                 -                 -

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

                                   1,654,848              3.33        $      1.00         1,038,332       $       .87

                                ===============    ===============    =============    ===============    ==============
</TABLE>

          c.   Pro forma Results of Operations

               The Company has computed,  for pro forma disclosure purposes, the
               value of all options  granted  during the periods  ending October
               31,  2002,  October  31,  2001 and  December  30,  2000 using the
               Black-Scholes  option pricing model,  and the following  weighted
               average assumptions for grants for the periods ended :
<TABLE>
<CAPTION>
<S>                                         <C>                     <C>                   <C>

                                           October 31,           October 31,         December 30,
                                              2002                  2001                 2000
                                         ----------------    --------------------   --------------------

               Risk-free interest rate            3.7%                  6.0%                   6.0%
               Expected dividend yield            0.0%                  0.0%                   0.0%
               Expected life (years)                5                     5                      5
               Expected volatility              100.1%                 82.8%                  90.0%
</TABLE>

               Using the Black-Scholes  methodology,  the total value of options
               granted during the periods  ending October 31, 2002,  October 31,
               2001 and  December 30, 2000 was  $94,025,  $76,826 and  $576,928,
               respectively,  which would be amortized on a pro forma basis over
               the vesting  period of the options  (typically  four years).  The
               weighted  average fair value per share of options  granted during
               the  periods  ending  October  31,  2002,  October  31,  2001 and
               December 30, 2000 was $0.42, $0.49 and $0.91 respectively.

               Had the  measurement  provisions  of SFAS No.  123 been  adopted,
               results of  operations  computed  on a pro forma basis would have
               been as follows (in thousands, except per share information):
<TABLE>
<CAPTION>
<S>                             <C>            <C>          <C>            <C>            <C>          <C>

                                      Year ended                 Ten-months                 Year ended
                                   October 31, 2002            October 31, 2001           December 30, 2000
                                   As           Pro            As            Pro           As           Pro
                                Reported       Forma        Reported       Forma        Reported       Forma

            Net loss            $ (6,942)    $(7,072)       $ (2,571)     $(2,636)     $ (4,080)      $(4,726)
            Net loss per
              share basic
              and diluted:      $  (0.36)    $ (0.37)       $  (0.14)     $ (0.14)     $  (0.23)      $ (0.27)
</TABLE>


                                      F-26
<PAGE>

          d.   Stock Warrants

               The  Company,  from time to time has  issued  stock  warrants  as
               payment for fees, interest and services rendered. For the periods
               ended  October 31, 2002,  October 31, 2001 and December 30, 2000,
               the Company  had  outstanding  warrants  to  purchase  1,234,861,
               1,291,861 and 780,161 shares of common stock,  respectively.  All
               warrants are exercisable at a weighted average price per share of
               $0.78., have a term of five years and are exercisable immediately
               or over the term of the related note if any. In fiscal 2002, 2001
               and 2000,  no warrants to purchase  common stock were  exercised.
               During 2002, 15,000 warrants were granted and none lapsed. During
               2001,  460,000 warrants were granted and none lapsed.  100,000 of
               these  2001  warrants  were  issued to a member of the  Company's
               Board of  Directors,  at an exercise  price of $0.36 per share as
               compensation for consulting  services to the Company resulting in
               compensation  expense of $28,300.  During 2000,  780,161 warrants
               were granted and none lapsed.

12.       INCOME TAXES

          The Company has not  recorded an income tax expense or benefit for the
          periods  ended  October 31,  2002,  October 31, 2001 and  December 31,
          2000.

          The  reconciliation  between the actual  income tax expense and income
          tax computed by applying the statutory U.S. Federal and State, PRC and
          Hong Kong income tax rates to  earnings  before  provision  for income
          taxes for the periods  ended  October 31,  2002,  October 31, 2001 and
          December 30, 2000 is as follows (amounts in thousands):
<TABLE>
<CAPTION>
<S>                                                 <C>                 <C>                  <C>

                                                 October 31,         October 31,         December 30,
                                                     2002               2001                 2000

        Pre-tax loss                            $    (6,942)        $    (2,571)        $    (4,080)
                                                ------------        ------------        -------------
        Computed Federal income tax benefit
          at 34.0%                                   (2,360)               (874)             (1,387)
        Computed state income tax benefit
          at 4.4% net of federal income
          benefit                                      (202)                (75)               (118)

        Effect of difference between Hong
          Kong and PRC tax rates and U.S.
          Federal and state tax rates                   207                 267                  41


        Impairment of goodwill                        1,937                   -                   -
        Other permanent differences                     561                (393)               (137)

        Elimination of net operating
          loss carry forwards due to
          Section 382 limitation                          -               8,692                   -

        Change in valuation allowance                  (143)             (7,617)              1,601

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

                                                $         -        $          -         $         -
                                                ==============     ==============       =============
</TABLE>



          The tax effects of temporary differences that give rise to significant
          portions  of  deferred  tax assets and  deferred  tax  liabilities  at
          October 31, 2002 and 2001 are presented below (amounts in thousands):

                                      F-27
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                        <C>                    <C>

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

        Deferred tax assets :                                     $                      $
          Net operating loss (NOL) carry forwards                        3,255                  2,961
          Depreciation and amortization                                    (4)                    (8)
          Allowance for doubtful accounts receivable                        38                      -
          Unrealized loss on investment                                      -                    384
          Write-off of machinery                                            41                      -
          Accrued expenses                                                 (23)                   113

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

            Total gross deferred tax assets                              3,307                  3,450

            Less valuation allowance                                    (3,307)                (3,450)

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

              Net deferred tax asset                              $          -           $          -
                                                                  ===================    ====================
</TABLE>

          The Company has provided a valuation allowance for all of its deferred
          tax assets at October  31,  2002 and  October  31,  2001  because  the
          Company  could not  conclude  that it was more likely than not that it
          would realize these assets due principally to the Company's history of
          losses.

          At October 31, 2002 and October 31, 2001, the Company had an estimated
          federal net operating loss carry forward of  approximately  $8,027,000
          and $7,711,000, respectively, expiring through 2020.

          Due to the discontinuation of its snowboard and apparel operations and
          the purchase of IDW and the PRC  Companies  (Note 2), the Company does
          not meet the continuity of operations  requirement of Internal Revenue
          Code  Section  382.  Accordingly,  approximately  $22,636,000  in  net
          operating  losses was eliminated.

          PRC Taxation:

          The fiscal year end of the PRC  Companies is December 31. The tax rate
          for both  companies  is 15%. At December  31, 2001 IDWT had a tax loss
          carry forward of $51,300.  Management  expects both companies to incur
          tax losses in the year ending December 31, 2002. A valuation allowance
          for the  deferred  tax  assets  has been  provided  as it could not be
          concluded  that it was more likely than not that these assets would be
          realized given the history of trading losses.

          Hong Kong Taxation:

          The rate of  taxation in Hong Kong is 16%.  The  Company has  incurred
          losses since its inception. A valuation allowance for the deferred tax
          assets has been provided as it could not be concluded that it was more
          likely than not that these assets would be realized  given the history
          of trading losses

13.       SUPPLEMENTAL CASH FLOW DISCLOSURES

          Supplemental cash flow disclosures are as follows (in thousands):

                                      F-28
<PAGE>


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

                                                                           Periods Ended
                                                   October 31,              October 31,        December 30,
                                                      2002                     2001                2000

        Supplemental disclosure:
          Cash paid for interest                   $     458                $       531        $       442
          Cash paid for taxes                      $       -                $         -        $         -
        Non-cash investing transactions:
          Assets acquired under capital lease      $       -                $         -        $     4,272
</TABLE>


          During the year ended  December 30, 2000,  IDW HK purchased all of the
          outstanding  securities of the PRC Companies for cash. In  conjunction
          with  the  acquisition,  liabilities  were  assumed  as  follows:  (in
          thousands):

         Fair value of assets acquired                     $          12,017
         Liabilities assumed                                          (2,213)
         Deposit paid in 1999 by IDW HK                               (1,000)
         Payment due to complete acquisition                          (4,532)
         Less : cash acquired                                            (64)
                                                           --------------------
         Cash paid to acquire PRC Companies                $           4,208
                                                           ====================

14.       RETIREMENT PLANS

          The Company  maintains  the "IDW 401(k) Plan" (the  "Plan")  under the
          provisions of Section  401(k) of the Internal  Revenue Code.  The Plan
          covers substantially all full-time U.S. employees.  At its option, the
          Company can make  discretionary  matching  contributions.  To date the
          Company has not made such a contribution.

          For  its  Hong  Kong  employees,  the  Company  currently  contributes
          approximately  $12,000 per year to a "Mandatory  Provident Fund" (MPF)
          under the laws of the Hong Kong Special  Administrative  Region of the
          PRC.

15.       SEGMENT AND GEOGRAPHIC INFORMATION

          The Company  produces  displays or display modules for end products of
          OEMs  manufacturers  and hence operates in one segment.  However,  the
          Company  has two  major  geographic  territories  where it  sells  and
          distributes  essentially the same products. The geographic territories
          are the  United  States,  Hong Kong  (including  China)  and all other
          locations.  The following represents  geographical data for continuing
          operations (in thousands).

        Year Ended October 31, 2002
                                                                 "Long-Lived"
                                            Revenues                Assets

        United States                       $ 11,169              $    162
        Hong Kong (including China)            8,130                 5,035
        Other                                  1,629                     -
                                            ---------             ---------
                                            $ 20,928              $  5,197
                                            =========             =========


                                      F-29
<PAGE>



        Ten Months Ended October 31, 2001

                                                                 "Long-Lived"
                                            Revenues                Assets
        United States                       $  7,642              $  5,902
        Hong Kong (including China)            5,634                 6,206
        Other                                  1,382                     -
                                            --------              ---------
                                            $ 14,658              $ 12,108
                                            ========              =========


        Year Ended December 30, 2000
                                                                 "Long-Lived"
                                            Revenues                Assets
        United States                       $  7,300              $  6,283
        Hong Kong (including China)            9,804                 7,109
        Other                                    700                     -
                                            --------              ---------
                                            $ 17,804              $ 13,392
                                            ========              =========


Major Customer

Sales to one customer  for the year ended  October 31,  2002,  ten-months  ended
October 31, 2001 and year ended December 30, 2000,  accounted for  approximately
30%, 35% and 28%, respectively of total sales.







                                      F-28



<PAGE>




                            SUPPLEMENTARY INFORMATION










                                      F-30
<PAGE>






                INTERNATIONAL DISPLAYWORKS, INC. AND SUBSIDIARIES

                                   SCHEDULE II

                        VALUATION AND QUALIFYING ACCOUNTS
                                 (In Thousands)

   For the year Ended October 31, 2002, the Ten-months Ended October 31, 2001
                      and the Year Ended December 30, 2000
<TABLE>
<CAPTION>
<S>                                              <C>               <C>               <C>                 <C>

                                             Balance at         Charged to                             Balance
                                             beginning          costs and          Deductions          at End
             Description                     of Period           Expenses         (write-offs)        of Period
---------------------------------------    ---------------    ---------------    ---------------    --------------

December 30, 2000
  Allowance for doubtful accounts         $      1,006       $    (1,006)       $        127       $       127
  Allowance for obsolete inventory        $         42       $       (42)       $        482       $       482

October 31, 2001
  Allowance for doubtful accounts         $        127       $         69       $          -       $       196
  Allowance for obsolete inventory        $        482       $        103       $          -       $       585

October 31, 2002
  Allowance for doubtful accounts         $        196       $        237       $       (92)       $       341
  Allowance for obsolete inventory        $        585       $      (216)       $          -       $       369

</TABLE>



                                      F-31
<PAGE>



                                    PART III
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

         None

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      NAME                AGE     SINCE     POSITION WITH THE COMPANY

Stephen C. Kircher         49      1999     Chairman and Chief Executive Officer

William H. Hedden          50      1999     Director

Anthony G. Genovese        60      2000     Vice-Chairman, Chief Technology
                                            Officer and Assistant Secretary

Timothy Nyman              52      2000     Director

Ronald A. Cohan            62      2000     Director

Ian Bebbington             47      2001     Chief Financial Officer and
                                            Secretary


Messrs  Nyman,  Cohan and Hedden are the  Companies  independent  Directors  and
comprise the Audit and Compensation committees.



(a)  Corporate Directors

     The following is the business background for the Directors of the Company:

     Stephen  C.  Kircher,  age 49,  has  served  as  Chairman  of the  Board of
Directors of the Company  since  February  2000 and as a director  since October
1999. Mr. Kircher was appointed as the Chief Executive Officer of the Company in
July 2001.  Since 1993, he served as Chairman and majority  owner of Capitol Bay
Group,  Inc., and as Chairman of Capitol Bay  Securities,  Inc.  (securities and
investment banking) and Capitol Bay Management,  Inc. (Investment Company). Both
Capitol Bay Securities,  Inc. and Capitol Bay Management,  Inc. are wholly owned
subsidiaries  of  Capitol  Bay  Group,  Inc.  Mr.  Kircher  closed  Capital  Bay
Securities  in February  of 2001.  Mr.  Kircher was also a founding  Director of
Burlingame Bancorp and served on its Board from 1984 to 1991. Prior to 1993, Mr.
Kircher  formed and managed  Spinner  Corporation,  which  engaged in  leveraged
buyouts of  troubled  companies.  Mr.  Kircher  has  extensive  experience  as a

<PAGE>

principal  in equity  private  placements,  sale and  leaseback  financing,  and
multiple forms of debt financing and initial public offerings. Mr. Kircher began
his career with Dean  Witter in 1975 before  joining  Bateman,  Eichler,  Hill &
Richards, a regional investment-banking firm in 1978. Mr. Kircher has a Bachelor
of Arts degree from the University of California, San Diego.

     Anthony G. Genovese, 60, has been a Director of the Company since September
2000,  Chief  Technology  Officer since 2000 and Assistant  Secretary since July
2001.  He  founded  IDW in June 1999 to  purchase  the shares of MULCD and Vikay
Industrial  (Shenzhen)  Limited  ("IDWT").  IDW operated  MULCD and IDWT under a
management contract with Vikay Industrial (Singapore) Limited ("Vikay"), MULCD's
and IDWT's parent company,  from August 1, 1999. From 1997 to 1999, Mr. Genovese
was President, joint member of the Office of the Chief Executive and Director of
Vikay.  Vikay entered Judicial  Management,  a form of bankruptcy  proceeding in
Singapore,  in  December  1997.  The  Judicial  Managers of Vikay  selected  Mr.
Genovese to oversee  continuing  operations.  In 1986, Mr. Genovese founded VGI,
Inc, a joint venture  company with Vikay to market Vikay LCD's and enter the LCD
module business in the United States.  In 1992, VGI became a subsidiary of Vikay
and was renamed Vikay America,  Inc. Mr. Genovese continued as President and CEO
of  Vikay  America  from  1992 to 1997.  Prior  to  Vikay,  Mr.  Genovese  was a
technologist and Marketing Executive for PCI Displays (1977 to1986), and founded
the  LCD   operations  at  Beckman   Instruments   (1972  to1976)  and  Rockwell
International  (1966 to 1969).  Mr.  Genovese  received a Bachelor of Science in
Physics  from  Manhattan  College  in 1964,  a Master of  Science  in  Physics &
Mathematics  from NYU & Courant  Institute of Mathematical  Sciences in 1966 and
attended  USC for 18  graduate  credits  towards  a  Master  Degree  in  Systems
Management in 1975 and 1976.

     William H.  Hedden,  age 50, has served as a Director of the Company  since
1999.  Mr.  Hedden  has  served as  President  and Chief  Executive  Officer  of
Consolidated Adjusting, Inc. (construction insurance adjusting) since 1992. From
1985 to 1992,  Mr.  Hedden  served as a Director of  Burlingame  Bancorp and its
subsidiary,  Burlingame  Bank & Trust Co. In 1984, Mr. Hedden served as Chairman
of the Board of Bayhill Service  Corporation,  a mortgage-banking  subsidiary of
Delta Federal  Savings & Loan.  From 1983 to 1987, Mr. Hedden served as Chairman
of the Board and  majority  stockholder  of Delta  Federal  Savings & Loan.  Mr.
Hedden  received his Juris Doctor degree from  Hastings  College of the Law, San
Francisco in 1979 and a Bachelor of Arts degree from Stanford  University,  Palo
Alto in 1975. He has been a director of the Company since October 1999.

     Timothy B. Nyman, 52, has served as a Director of the Company since October
2000.  Mr.  Nyman is the  Senior  Vice  President  of Global  Services  at GTECH
Corporation,  the  world's  largest  supplier  of  online  lottery  systems  and
services.  In 1979, Mr. Nyman went to work with the predecessor company of GTECH
Corporation, which was the gaming division of Datatrol, Inc. In his twenty-three
years with GTECH and its  predecessors,  Mr. Nyman has held various positions in
operations  and marketing.  He has directed a full range of corporate  marketing
activities  and  participated  in the  planning and  installation  of new online
lottery systems domestically and internationally.  Mr. Nyman received a Bachelor
of Science  degree in  Marketing,  Accounting  and Finance from  Michigan  State
University in 1973.

     Ronald A. Cohan,  62, has served as a Director of the Company since October
2000.  Since  1995,  Mr.  Cohan has  served as a  consultant  to High  Integrity
Systems,  Inc., a subsidiary of Equifax Inc. Prior to that, Mr. Cohan joined the

<PAGE>

San  Francisco  law  firm of  Pettit & Martin  as an  Associate  in 1968 and was
admitted  as a Partner  in 1972.  He opened the Los  Angeles  office of Pettit &
Martin in October of 1972 and was  partner in charge  until  March of 1983.  Mr.
Cohan left Pettit & Martin in February of 1992 and became  principal  of his own
law firm.  Mr.  Cohan has  specialized  in  government  procurement  matters for
various institutional clients such as Honeywell, 3M, Mitsui, Centex and Equifax.
Mr. Cohan received a Bachelor of Arts degree from Occidental College in 1963 and
a Juris Doctor degree from the University of California,  Berkeley  (Boalt Hall)
Law School in 1966.

(b)  Corporate Officers

     The  following  table  sets  fourth  certain  information  with  respect to
executive officers of the Company.  There is no family relationship  between any
of the officers and directors.

     Ian  Bebbington,  age  47,  is a  chartered  accountant  and has  been  the
Company's  Chief  Financial  Officer  since July 2001.  Mr.  Bebbington  founded
Findatsys Worldwide Ltd., an internet start-up company where he worked from 1995
to 2001.  He was the  Chief  Financial  Officer  from 1991 to 1993 and the Chief
Executive Officer from 1993 to 1995 of Contimach Ltd., and its PRC subsidiaries,
a subsidiary of Fenner PLC, a U.K.  public  company.  He held various  financial
positions in eight countries with  subsidiaries of Inchcape PLC, a UK "FTSE 100"
quoted  company from 1980 to 1991. Mr.  Bebbington  earned a Bachelor of Science
degree in Economics and Commerce from the  University  of  Southampton.  He is a
member of the Institute of Chartered Accountants of England and Wales qualifying
whilst with KPMG London.

(c)  Compliance with Section 16 of the Securities Exchange Act of 1934

     Based  solely upon a review of Forms 3, 4 and 5 delivered to the Company as
filed with the Securities and Exchange Commission ("Commission"),  directors and
officers  of the  Company  and  persons  who own more than 10% of the  Company's
common stock timely filed all required  reports pursuant to Section 16(a) of the
Securities Exchange Act of 1934, except that Ian Bebbington, the Company's Chief
Financial  Officer,  was late reporting one purchase of common stock and Stephen
Kircher,   the  Company's  Chief  Executive   Officer  was  late  reporting  one
acquisition of common stock, seven warrants and one option.
<PAGE>


ITEM. 11.  EXECUTIVE COMPENSATION.

Compensation Summary

     The following table  summarizes all  compensation  earned by or paid to the
Company's  Chairman and Chief Executive Officer,  Chief Financial  Officer,  and
other  executive  officers,  whose  total  compensation  exceeded  $100,000  for
services rendered in all capacities for the year ended October 31,2002,  the ten
months ended October 31,2001 and the year ended December 30, 2000.

                           Summary Compensation Table
<TABLE>
<CAPTION>
<S>                                          <C>        <C>          <C>            <C>            <C>

                                                                                               Securities
                Name and                                                           Other       Underlying
           Principal Position              *Period     Salary        Bonus     Compensation      Options
           ------------------              -------     ------        -----     ------------      -------
                                                          $            $             $
                                                          -            -

Stephen C. Kircher,                          2002      $138,542        -             -              -
Chief Executive Officer & Chairman           2001      $ 61,417        -             -           100,000
                                             2000         -            -             -              -


Anthony Genovese,                            2002      $214,850        -        $ 9,000(1)          -
Chief Technology Officer                     2001      $145,833        -        $ 7,500(1)        30,000
& Vice Chairman                              2000      $200,833        -        $ 9,000(1)       260,000


Ian Bebbington,                              2002      $102,194     $30,967     $54,065(4)        50,000
Chief Financial Officer                      2001      $ 33,848        -        $17,436(4)        50,000
                                             2000         -            -             -              -


Philip Gregory,                              2002      $150,000        -        $20,580(2)        10,000
Vice President of Manufacturing              2001      $141,583        -        $11,772(2)        30,000
                                             2000      $114,583        -        $ 5,000(2)        60,000


Alan Lefko,                                  2002      $107,588        -        $ 5,000(1)          -
Former Chief Financial Officer of IDW        2001      $112,280        -        $ 5,000(1)        50,000
Current Corporate Controller                 2000      $109,375        -        $13,250(3)          -
</TABLE>


--------------------------
Footnotes:

The periods covered by the above table are the year ended October 31st 2002, the
ten months ended October 31,2001 and the year ended December 31 2000.

 (1) Represents vehicle allowance.
 (2) Represents moving allowance in 2000 and housing & subsistence allowance for
     the PRC in 2001 and 2002.
 (3) Represents $8,000 moving allowance and $5,250 vehicle  allowance.
 (4) Housing  allowance  in  2001,  $17,436;  2002,  housing  allowance $52,645,
     pension $1,420.
<PAGE>



Option Grants in 2002

     The following table provides  information relating to stock options granted
during the year ended October 31, 2002.

                                Individual Grants
<TABLE>
<CAPTION>
<S>                            <C>                     <C>               <C>            <C>         <C>               <C>
                                                                                                     Potential Realizable
                                                                                                             Value
                                                                                                       at Assumed Annual
                                                                                                             Rates
                             Number of             Percent of Total                                      of Stock Price
                             Securities           Options Granted to     Exercise                         Appreciation
                            Underlying                  to                Price                         For Option Terms
                           Warrants and              Employees             Per      Expiration    ---------------------------
        Name              Options Granted          In Fiscal Year         Share        Date          5%                 10%
        ----              ---------------          --------------       ---------   ----------    -------             -------
Ian Bebbington                 50,000                   9.7%              $0.42       02/01/07     $7,000             $16,500
Philip Gregory                 10,000                   1.2%              $.042       02/01/07     $1,400              $3,300
</TABLE>

     The exercise price of each option was equal to or more than the fair market
value of our Common  Stock on the date of the  grant.  Percentages  shown  under
"Percent of Total  Options  Granted to  Employees  in the Last Fiscal  Year" are
based on an aggregate of 515,000 options granted to our employees under the 2000
Equity Incentive Plan during the year ended October 31, 2002.

     Potential realizable value is based on the assumption that our Common Stock
appreciates  at the annual rate  shown,  compounded  annually,  from the date of
grant until the expiration of the five-year  term.  These numbers are calculated
based on Securities and Exchange Commission  requirements and do not reflect our
projection or estimate of future stock price growth. Potential realizable values
are computed by:

     o  Multiplying  the  number of shares of Common  Stock  subject  to a given
        option by the exercise  price;
     o  Assuming  that  the  aggregate stock value derived from that calculation
        compounds at the annual 5% or 10% rate shown in the table for the entire
        five-year term of the option;  and
     o  Subtracting from that result the aggregate option exercise price.

                         Ten-Year Options/SAR Repricings

There was no repricing of options for the fiscal year ended October 31, 2002.
<PAGE>

Fiscal Year End Option Values

     The following table sets forth for each of the executive  officers named in
the  Summary  Compensation  Table  the  number  and  value  of  exercisable  and
un-exercisable options for the year ended October 31, 2002.
<TABLE>
<CAPTION>
<S>     <C>                 <C>              <C>              <C>            <C>                <C>              <C>

                                                               Number of Securities
                           Shares                              Underlying Unsecured               Value of Unexercised
                          Acquired          Value              Options and Warrants               In-The-Money Options
                             on                                at October 31, 2002                at October 31, 2002
        Name              Exercise       Realized ($)     Exercisable     Unexercisable     Exercisable      Unexercisable
        ----              --------       ------------     -----------     -------------     -----------      -------------
Stephen Kircher               -                -            595,861             -                -                 -

Anthony Genovese              -                -            222,500           97,500             -                 -

Phil Gregory                  -                -             65,000           35,000             -                 -

Alan Lefko                    -                -             37,500           12,500             -                 -

Ian Bebbington                -                -             37,500           62,500             -                 -
</TABLE>


Compensation of Directors

     Board members are  currently not  compensated  for  participation  in Board
meetings. This policy may change in the future. All Directors are reimbursed for
expenses incurred in attending Board and committee meetings.  Additionally,  the
Board may grant stock  options to its members for service as  directors.  During
the fiscal year ended October 31, 2002,  non-employee directors were not granted
options. Performance Measurement Comparison

COMPARISON OF CUMULATIVE TOTAL RETURN ON INVESTMENT

[GRAPHIC OMITTED]

<PAGE>


     There  can be no  assurance  that  the  Company's  stock  performance  will
continue into the future with the same or similar  trends  depicted in the graph
above.  The  market  price of the  Company's  common  stock in recent  years has
fluctuated  significantly  and it is likely  that the  price of the  stock  will
fluctuate in the future.  The Company does not endorse any predictions of future
stock performance. Furthermore, the stock performance chart is not considered by
the Company to be (i) soliciting material, (ii) deemed filed with the Securities
and  Exchange  Commission,  and (iii) to be  incorporated  by  reference  in any
filings by the  Company  under the  Securities  Act of 1933,  or the  Securities
Exchange Act of 1934.

Compensation Committee Report on Executive Compensation

     The executive  compensation  policies and programs developed by the Company
are designed to retain and motivate  executive officers and to ensure that their
interests  are aligned with the  interests of the  Company's  stockholders.  The
Company's  policy is to offer  competitive  compensation  opportunities  for its
employees based on a combination of factors, including Company growth, corporate
performance and the individual's personal contribution to the business.

     The Company's  compensation  programs are  implemented by the  Compensation
Committee of the Board of Directors  ("Board").  Such  programs  consist of base
salary, annual incentives and long-term  incentives.  Executive officers who are
also directors do not participate in decisions affecting their own compensation.

Base Salary

     The Compensation  Committee considered its own assessment of the individual
performances of each executive officer and its own subjective  assessment of the
Company's overall financial performance.  There is no fixed relationship between
base salary and corporate performance or between base salary and the competitive
range of salaries that may be offered by competitive companies. The Compensation
Committee  members   considered  their  business  judgment  in  light  of  their
experience to be an important factor in establishing executive compensation.

Annual Incentives

     On an annual  basis,  the  Compensation  Committee  considers  the grant of
annual  incentive  bonuses to each  executive  officer.  Incentive  bonuses  are
discretionary and are determined  subjectively,  with the Compensation Committee
taking  into  consideration  the  individual's  performance,   contribution  and
accomplishments  during  the  past  fiscal  year  and  the  Company's  financial
performance. Neither the decision to award a bonus, nor the specific size of the
incentive bonus, is based on any specific measure of corporate  performance.  In
fiscal 2002, an incentive bonus was awarded to the Chief Financial Officer.
<PAGE>




Stock Incentive Compensation

     The Board  believes  that stock  ownership  by  executive  officers and key
employees  provides  valuable  incentives  for those  persons  to benefit as the
Company's Common Stock price increases,  and that stock  option-based  incentive
compensation arrangements help align the interests of executives,  employees and
stockholders.

     The Board has granted stock options to executives and key employees through
the Company's  Employee Equity  Incentive Plan  (formerly,  the 1990 Amended and
Restated Stock Option Plan) (the "Plan"),  approved by the stockholders in 1991.
The Plan was  amended  by the  Board in 1995 to  increase  the  number of shares
available  under the Plan to  1,102,500,  which  amendment  was  approved by the
Company's  stockholders.  The Plan was  again  amended  by the  Board in 1997 to
change the name of the Plan,  add  certain  additional  types of equity  grants,
provide  for  acceleration  of vesting on certain  changes in control or sale of
substantially  all the Company's  assets and a number of  immaterial  changes to
update,  modernize and reorganize the Plan, which amendment was also approved by
the Company's stockholders. This Plan has now expired.

     Effective  October 12, 1999,  the Board  adopted the 1999 Stock Option Plan
for Non-Employee  Directors (the "Directors'  Plan").  The Plan provides for the
issuance of up to 300,000  shares of the  Company's  Common Stock (as  presently
constituted) to existing  directors and, in the case of extra service or duties,
to prior  directors.  Options may be awarded in such amounts,  at such times, at
such exercise prices and on such other terms as the Board determines, subject to
any limitations in the Plan. Unless otherwise designated, options vest uniformly
over the year  following  the date of grant.  The  options,  subject  to earlier
termination  under the Plan or option grant,  expire after the later of (i) five
years  after  the  date of grant  or (ii)  five  years  after  termination  as a
director. In 2002, the Board did not grant any options to directors.

     Effective September 28, 2000, the Board and the stockholders of the Company
approved the 2000 Employee Equity  Incentive Plan ("Equity  Incentive  Plan"). A
total of 882,800  shares of Common Stock were  reserved  for issuance  under the
Equity  Incentive  Plan. The purpose of the Equity  Incentive Plan is to attract
and retain the services of key employees,  directors,  officers and  consultants
and to help  such  individuals  realize  a direct  proprietary  interest  in the
Company.  In 2002,  the Board issued  options to purchase  515,000  shares at an
exercise price of $0.42.

     In determining the number of options granted to executive  officers and key
employees,  the Board  considered  the person's  opportunity to affect the share
price of the Company's Common Stock, the level of the person's performance based
on past  performance,  future  contribution  to the Company and the  anticipated
incentive effect of the number of options granted.
<PAGE>

     The Board  believes  that the policies and plans  described  above  provide
competitive   levels  of  compensation   and  effectively  link  executives  and
stockholder interests.  Moreover, the Board believes such policies and plans are
consistent with the long-term investment objectives  appropriate to the business
in which the Company is engaged.

                                            Respectfully Submitted,
                                            Compensation Committee of
                                            International DisplayWorks, Inc.


                                            William H. Hedden
                                            Ronald Cohan
                                            Timothy Nyman

Employment Agreement

     In November 2002, the Company entered into an employment agreement with the
Company's Chief Financial Officer,  Ian Bebbington.  The agreement has a term of
two years expiring on October 31, 2004.  Annual  compensation  is  approximately
$163,000, inclusive of the annual cost of $40,600 for leasehold accomodation. In
the event of earlier termintion by the Company,  the Company will be required to
pay the balance of salary due until  expiration and continue  accommodation  and
schooling of Mr. Bebbington's children until the end of the current school year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Stockholders

     The following table sets forth certain  information as of January10,  2003,
with  respect  to the  beneficial  ownership  of our  common  stock for (i) each
director,  (ii) all of our  directors  and  officers as a group,  and (iii) each
person  known  to us to own  beneficially  five  percent  (5%)  or  more  of the
outstanding shares of our Common Stock.

     Unless  otherwise  indicated,  the address for each listed  stockholder is:
International   DisplayWorks,   Inc.,  599  Menlo  Drive,  Suite  200,  Rocklin,
California 95765. To our knowledge, except as indicated in the footnotes to this
table or pursuant to applicable  community  property  laws, the persons named in
the table have sole voting and  investment  power with  respect to the shares of
common stock indicated.


                                             Number of
         Name of Beneficial Owner            Shares(1)            Percent(2)
         ------------------------            ---------            ----------

         Stephen C. Kircher                 2,801,861(3)           14.1%
         William H. Hedden                     67,000(4)             *
         Anthony Genovese                   1,596,353(5)            8.2%
         Ronald Cohan                         156,000(6)             *
         Timothy Nyman                        338,664(7)            1.8%
         All directors and executive        5,061,878(8)           25.1%
          officers as a group
         (six persons)

-------------------
Footnotes:

*        Does not exceed 1% of the class.
(1)      "Beneficial  Ownership"  is  defined  pursuant  to  Rule  13d-3  of the
         Exchange Act, and generally means any person who directly or indirectly
         has  or shares voting or investment power with respect to a security. A
         person shall be deemed to be the beneficial owner of a security if that
         person  has  the  right to acquire beneficial ownership of the security

<PAGE>

         within 60 days, including, but not limited to, any right to acquire the
         security through the  exercise  of any option or warrant or through the
         conversion  of  a  security.  Any  securities  not outstanding that are
         subject  to  options  or warrants shall be deemed to be outstanding for
         the purpose  of  computing  the percentage of outstanding securities of
         the  class  owned  by  that  person,  but  shall  not  be  deemed to be
         outstanding  for  the purpose  of computing the percentage of the class
         owned by any other person.
(2)      Based on 19,217,246 shares of the Company's Common Stock outstanding at
         January  10,  2003,  plus  that  number  of  shares  subject to options
         exercisable  within  60  days  of  January  10,  2003,  owned  by  each
         individual or group of individuals.
(3)      Includes  2,079,000  shares,  options  to  purchase  87,000  shares and
         warrants  to  purchase 435,861 shares in Mr. Kircher's name and 125,000
         shares  held  by  Capital  Bay Securities, Inc. ("CBS") and warrants to
         purchase 75,000. CBS is a  wholly owned subsidiary of Capital Bay Group
         ("CBG") and Mr. Kircher is a majority shareholder in CBG.
(4)      Includes 30,000 shares held in the name of Mr. Hedden and 37,000 shares
         subject to options exercisable within 60 days after January 10, 2003.
(5)      Includes 670,000 shares held in joint tenancy with Mr. Genovese's wife,
         Mrs. Sharon  Genovese,  694,353 shares held by an individual retirement
         account for Anthony  Genovese and 172,000 shares subject to options and
         60,000 shares subject to  warrants  exercisable  within  60  days after
         January 10, 2003.
(6)      Includes  134,000  shares  and  options  to  purchase   22,000   shares
         exercisable within 60 days after January 10, 2003.
(7)      Includes  316,664  shares  and  options  to  purchase   22,000   shares
         exercisable within 60 days after June 30, 2001.
(8)      Includes  3,940,899  shares,  options  to  purchase  325,000 shares and
         warrants  to  purchase  495,861 shares exercisable within 60 days after
         January 10, 2003  owned  by  the  Directors and 50,000 share options to
         purchase  52,000  shares  exercisable  within 60 days after January 10,
         2003 owned by Mr. Bebbington.

Equity Compensation Plan Information

Compensation Plan Table

     The following  table  provides  aggregate  information as of the end of the
fiscal  year ended  October  31,  2002 with  respect to all  compensation  plans
(including individual  compensation  arrangements) under which equity securities
are authorized for issuance.
<TABLE>
<CAPTION>
<S>     <C>                               <C>                        <C>                             <C>

        Plan category          Number of securities to be    Weighted-average exercise      Number of securities
                                issued upon exercise of        price of outstanding        remaining available for
                                  outstanding options,     options, warrants and rights     future issuance under
                                  warrants and rights                                     equity compensation plans
                                                                                            (excluding securities
                                                                                          reflected in column (a))
                                          (a)                           (b)                          (c)
  Equity compensation plans
approved by security holders           1,419,818                       $0.87                       835,452

  Equity compensation plans
  not approved by security               235,000                       $0.48                          -
           holders

            Total                      1,654,848                       $0.87                       835,452
</TABLE>

     A description of the equity compensation plans approved by the stockholders
can be found in Note 11 to the Financial Statements.

Equity Compensation Plans Not Approved by Security Holders

     The Board has granted  235,000  options  that are not part of  compensation
plans approved by the security holders.  There are 150,000 share options granted
in the fiscal 2001 to the Company's former President and Director at an exercise
price of $.050,  50,000 share options granted to a Director in fiscal 1999 at an
exercise price of $0.75,  25,000 and 10,000 share options  granted to a Director
in fiscal 2000 at an exercise price of $0.78 and $0.75 respectively.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On November 20, 2002 loan notes to the Company from  Directors and Officers
and parties related to a Director of the Company totaling $474,304 had their due
dates extended for one year by the holders to December 31, 2003.
<PAGE>

     On August  30,  2001,  the  Company's  Vice-Chairman  and Chief  Technology
Officer loaned the Company  $150,000 and was granted warrants to purchase 30,000
shares of common stock at $.36 per share expiring August 29, 2006.

     On October 15, 2001, a party related to the a member of the Company's Board
of Directors  agreed to assume the loan to the Company of $100,000 from a former
Director of the Company and to extend the repayment date until October 15, 2001.
For the extension,  the Company  granted a warrant to purchase  20,000 shares of
common stock at $0.36 per share expiring November 1, 2006.

ITEM 14.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

Within the 90 days prior to the date of this Form 10-K, the Company  carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including  the  Company's  Chief  Executive  Officer along with the
Company's  Chief  Financial  Officer,  of the  effectiveness  of the  design and
operation  of the  Company's  disclosure  controls  and  procedures  pursuant to
Exchange  Act Rule  13a-14.  Based upon that  evaluation,  the  Company's  Chief
Executive  Officer along with the Company's  Chief Financial  Officer  concluded
that the Company's  disclosure  controls and  procedures are effective in timely
alerting  them to material  information  relating to the Company  required to be
included in this Form 10-K.

Changes in Internal Controls

There have been no significant  changes in the Company's internal controls or in
other factors which could  significantly  affect internal controls subsequent to
the date the Company carried out its evaluation.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

         1.     Financial Statements (see Item 8.)

                o     Report of  Independent Public Accountants (Grant Thornton,
                      Hong Kong)
                o     Report  of  Independent  Public  Accountants (Perry-Smith,
                      LLP)
                o     Consolidated Balance Sheets - October 31, 2002 and October
                      31, 2001
                o     Consolidated Statements of Operations - Year Ended October
                      31, 2002, ten months ended October 31, 2001 and year ended
                      December 30, 2000.
                o     Consolidated  Statements  of  Stockholders'  Equity - Year
                      Ended October 31, 2002, ten months ended October  31, 2001
                      and year ended December 30, 2000.
                o     Consolidated  Statements  of  Cash  Flows  -  Years  Ended
                      October  31,  2002,  ten months ended October 31, 2001 and
                      year ended December 30, 2000.
                o     Notes to Consolidated Financial Statements
<PAGE>

         2.     Financial Statement Schedules

                o     Schedule  II - Valuation and Qualifying Accounts (accounts
                      not required or not material have been omitted)

         3.     Exhibits

                See Exhibit Index.

         (b)    Reports on Form 8-K

                The  following  reports  on Form 8-K were filed  during the last
                quarter of the period covered by this report:

         Date of Event Reported             Item Reported
         ----------------------             -------------

         None filed


<PAGE>


                                   SIGNATURES

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

                                    INTERNATIONAL DISPLAYWORKS, INC.,
                                    A Delaware corporation


Dated: January 27, 2003             By: /S/ STEPHEN C. KIRCHER
       ----------------                 ----------------------------------------
                                        Stephen C. Kircher,
                                        Chairman and Chief Executive Officer
                                        (Principal Executive Officer)

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

                                    INTERNATIONAL DISPLAYWORKS, INC.,
                                    A Delaware corporation


Dated: January 27, 2003             By: /S/ STEPHEN C. KIRCHER
       ----------------                 ----------------------------------------
                                        Stephen C. Kircher,
                                        Chairman and Chief Executive Officer
                                        (Principal Executive Officer)



Dated: January 27, 2003             By: /S/ ANTHONY GENOVESE
       ----------------                 ----------------------------------------
                                        Anthony Genovese,
                                        Vice-Chairman and Chief Technology
                                        Officer



Dated: January 28, 2003             By: /S/ WILLIAM H. HEDDEN
       ----------------                 ----------------------------------------
                                        William H. Hedden, Director



Dated: January 24, 2003             By: /S/ RONALD A. COHAN
       ----------------                 ----------------------------------------
                                        Ronald Cohan, Director



Dated: January 24, 2003             By: /S/ TIMOTHY NYMAN
       ----------------                 ----------------------------------------
                                        Timothy Nyman, Director

<PAGE>


Dated: January 28, 2003             By: /S/ IAN BEBBINGTON
       ----------------                 ----------------------------------------
                                        Ian Bebbington,
                                        Chief Financial Officer
                                        (Principal Financial Officer)


<PAGE>



                                  CERTIFICATION

I, Stephen C. Kircher,  Chief Executive Officer for International  DisplayWorks,
Inc., certify that:

1.  I  have  reviewed   this  annual  report  on  Form  10-K  of   International
DisplayWorks, 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 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.


Dated: January 27, 2003              By: /S/ STEPHEN C. KIRCHER
       ----------------                 ----------------------------------------
                                        Stephen C. Kircher
                                        Chief Executive Officer
                                        (Principal Executive Officer)


<PAGE>



                                  CERTIFICATION

I, Ian Bebbington, Chief Financial Officer for International DisplayWorks, Inc.,
certify that:

1.  I  have  reviewed   this  annual  report  on  Form  10-K  of   International
DisplayWorks, 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 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.


Dated: January 27, 2003             By: /S/ IAN BEBBINGTON
       ----------------                 ----------------------------------------
                                        Ian Bebbington
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer)


<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           --------------------------

                                    EXHIBITS

                                 Filed with the

                                ANNUAL REPORT ON

                                    FORM 10-K

                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 2001

                                      UNDER

                       THE SECURITIES EXCHANGE ACT OF 1934
                            ------------------------

                        INTERNATIONAL DISPLAYWORKS, INC.



<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                                                      Description

   2.1     Agreement  and  Plan  of  Merger merging Morrow Snowboards, Inc. into
           Granite Bay Technologies, Inc. (1)
   2.2     Agreement  and  Plan of Merger merging Granite Bay Technologies, Inc.
           into International DisplayWorks, Inc.(2)
   3.1     Certificate of Incorporation (2)
   3.2     Bylaws38
   4.2     Securities  Purchase  Agreement  dated  October  31,  1997  among the
           Registrant, Morrow, LLC, Morrow  Snowboards  ULC, Westbeach Snowboard
           Canada  Ltd.  and  the security holders of Westbeach Snowboard Canada
           Ltd. listed therein (6)
  10.1     Forms of Warrant (3)
  10.2     Morrow Snowboards, Inc. Employee Equity Incentive Plan as amended and
           restated February 13, 1997 (4)
  10.3     Form of Nonqualified Stock Option Agreement (3-4)
  10.4     Form of Incentive Stock Option Agreement (3-4)
  10.5     Form of Indemnification Agreement (3-4)
  10.6     Stock Option Plan for Non-Employee Directors (3-4)
  10.7     Securities  Purchase  Agreement  dated  October  31,  1997  among the
           Registrant,  Morrow, LLC, Morrow  Snowboards ULC, Westbeach Snowboard
           Canada  Ltd.  and  the Security holders of Westbeach Snowboard Canada
           Ltd. listed therein (6)
  10.8     Guarantee and Postponement of Claim by Morrow Westbeach Canada ULC in
           favor  of  Foothill  Capital  Corporation  dated  as  of  May 7, 1998
           (as assigned to Capitol Bay Management, Inc.) (19)
  10.9     Intellectual Property and Security Agreement dated as of May 7, 1998,
           between Morrow Snowboards, Inc.  and Foothill Capital Corporation (as
           assigned to Capitol Bay Management, Inc.)(19)
  10.10    General  Security  Agreement  dated as of May 7, 1998, between Morrow
           Westbeach Canada ULC and Foothill Capital Corporation (as assigned to
           Capitol Bay Management, Inc.)(19)
  10.11    Security  Agreement-Stock  Pledge  dated  as  of May 7, 1998, between
           Morrow Snowboards, Inc. and Foothill Capital Corporation (as assigned
           to Capitol Management, Inc.)(19)
  10.12    Assignment  and  Acknowledgment  Agreement dated May 7, 1999, between
           Capitol Bay Management, Inc. and  Foothill  Capital  Corporation, the
           Registrant and Westbeach Snowboard U.S.A. Inc.(19)
  10.13    Acquisition  Agreement  dated as of March 26, 1999, by and between K2
           Acquisitions, Inc. and the Registrant (10)
  10.14    Memorandum  of Understanding between Capitol Bay Management, Inc. and
           the Company (11)
  10.15    Payment  Agreement  effective  June 17, 1999 among Morrow Snowboards,
           Inc.,  certain Petitioning Creditors  named  therein  and  Robert  K.
           Morrow,  Inc.,  a Disbursing Agent for the Petitioning Creditors (12)
  10.16    Promissory  Note  dated  August 25, 1999, given by Morrow Snowboards,
           Inc. to Dennis and Carol Pekkola (12)
  10.17    Trust Deed dated August 25, 1999, given by Morrow Snowboards, Inc. to
           Robert  Smejkel,  as  Trustee,  with  Dennis  and  Carol  Pekkola  as
           beneficiaries (13)
  10.18    Subordination   Agreement   dated   August  25,  1999,  among  Morrow
           Snowboards,  Inc.,  Robert  K.  Morrow,  as  Escrow Agent for certain
           creditors of the Company and the Pekkolas (13)
  10.19    Morrow  Snowboards,  Inc.  1999  Stock  Option  Plan for Non-Employee
           Directors (14)
  10.20    Asset  Purchase  Agreement  dated  as  of  November  12,  1999, among
           Westbeach Canada ULC and Westbeach Sports Inc.(15)
  10.21    General   Assignment   dated   as   of   November   12,  1999,  among
           Westbeach Canada ULC and Westbeach Sports Inc.(15)
  10.22    Assignment of Lease and Consent among Westbeach Canada ULC, Westbeach
           Sports Inc. and Western Immo  Holdings, Inc. dated as of November 12,
           1999 (15)
  10.23    Assignment of Lease and Consent among Westbeach Canada ULC, Westbeach
           Sports Inc. and Welf Arne Von Dehn dated as of November 12, 1999 (15)
  10.24    Bill  of  Sale between Westbeach Canada ULC and Westbeach Sports Inc.
           dated as of November 12, 1999 (15)
  10.25    Letter from Arthur Andersen, LLP dated January 24, 2000 (16)
  10.26    Placement  Agent  Agreement  dated  January  13, 2000, between Morrow
           Snowboards, Inc. and Capitol Bay Securities, Inc (17)
  10.27    Securities Purchase Agreement effective as of January 31, 2000, among
           Morrow Snowboards, Inc. and the Sellers (18)
  10.28    Sale  and  Purchase Agreement February 1, 2000 among Vikay Industrial
           (Hong Kong) Ltd. and International DisplayWorks, Inc. (19)
  10.29    Supplemental  Deed  and  Charge  dated  February  1,  2000,   between
           International  DisplayWorks  (Hong  Kong)  Ltd.   and   International
           DisplayWorks,  Inc.,  as  Chargors,  and  Vikay  Industrial  Ltd. (in
           Judicial  Management)  and  Vikay  Industrial  (Hong  Kong)  Ltd.  as
           Chargees (18)
  10.30    2000 Equity Incentive Plan for Non-Employee Directors (21)

<PAGE>

  10.31    Stock Option Agreements [Form of} (22)
  10.32    Equity Incentive Plan (21)
  10.33    Employment Contract with Ian Bebbington
   23.1    Consent of Auditor (Grant Thornton)
   23.2    Consent of Auditor (Perry Smith)
     99    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 906 for the Sarbanes-Oxley Act of 2002

(1)        Incorporated herein by reference from the Company's Current Report on
           Form 8-K dated November 6, 2000 (File No. 0-753683).

(2)        Incorporated by reference from  the  Company's Current Report on Form
           8-K dated October 31, 2001 (File No. 0-27002).

(3)        Incorporated  herein  by  reference  from  the Company's Registration
           Statement on Form S-1 (File No. 33-97800).

(4)        Management contract or compensatory plan or arrangement.

(5)        Incorporated  herein  by  reference  from  the  Company's 1995 Annual
           Report on Form 10-K (File No. 0-27002).

(6)        Incorporated  by  reference from the Company's Current Report on Form
           8-K dated October 31, 1997 (File No. 0-27002).

(7)        Incorporated  by  reference from the Company's Current Report on Form
           8-K dated November 11,1997 (File No. 0-27002).

(8)        Incorporated  by  reference  from the Company's 1997 Annual Report on
           Form 10-K (File No. 0-27002).

(9)        Incorporated  by  reference from the Company's Current Report on Form
           8-K dated May 8, 1998 (File No. 0-27002).

(10)       Incorporated  by  reference from the Company's Current Report on Form
           8-K dated March 26, 1999 (File No. 0-27002).

(11)       Incorporated  by  reference from the Company's Current Report on Form
           8-K dated April 27, 1999 (File No. 0-27002).

(12)       Incorporated  by  reference from the Company's Current Report on Form
           8-K dated June 28, 1999 (File No. 0-27002).

(13)       Incorporated  by  reference from the Company's Current Report on Form
           8-K dated August 25, 1999 (File No. 0-27002).

(14)       Incorporated  by  reference from the Company's Current Report on Form
           8-K dated September 30, 1999 (File No. 0-27002).

(15)       Incorporated  by  reference from the Company's Current Report on Form
           8-K dated November 12, 1999 (File No. 0-27002).

(16)       Incorporated  by  reference from the Company's Current Report on Form
           8-K dated January 14, 2000 (File No. 0-27002).

(17)       Incorporated  by  reference from the Company's Current Report on Form
           8-K dated January 31, 2000 (File No. 0-27002).

(18)       Incorporated  by  reference from the Company's Current Report on Form
           8-K dated January 31, 2000 (File No. 0-27002).

(19)       Incorporated  by  reference  from the Company's Annual Report on Form
           10-K for the year ended January 1, 2000 (File No.0-27002).

(20)       Incorporated  by reference from the Company's Proxy Statement for the
           meeting held on September 28, 2000 (File No. 707647).

(21)       Incorporated  by  reference from the Company's current report on Form
           8-K filed October 15, 1999 (File No. 000-27002).

(22)       Incorporated  by  reference from the Company's current report on Form
           S-8 effective May 1, 2002 (File No. 333-87296).