<PAGE>

     As filed with the Securities and Exchange Commission on April 24, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549

                                   FORM 10-KSB/A


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ending December 31, 2002          Commission File No. 001-15627


                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
               (Exact name of registrant as specified in charter)

                             WIRELESS VENTURES INC.
                          (Former name, if applicable)

           DELAWARE                                       042451506
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

             67 WALL ST.                                 212-943-1111
        NEW YORK, NY 1005-3198                      Registrant's Telephone
(Address of Principal Executive Offices)              No. incl. area code)

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

  Securities registered pursuant to               Common Stock, par value $0.001
      Section 12(g) of the Act:

      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 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes (X) No ( )

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

      For the fiscal year ended December 31, 2002, the Company's revenues from
continuing operations were $193,923.

      Based on the closing high bid price on March 21, 2003 of $0.08 per share
of common stock, as reported by the NASD's OTC Bulletin Board, the aggregate
market value of the voting and non-voting stock held by non-affiliates of the
registrant was approximately $2,549,707.

      On February 28, 2003, the number of shares outstanding of the registrant's
Common Stock was 61,991,106.

      Transitional Small Business Disclosure Format (Check One):    Yes    No  X


<PAGE>




                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.


         The business of Pivotal Self-Service Technologies Inc. ("Pivotal" or
the "Company")(formerly known as Wireless Ventures Inc. and Hycomp, Inc.) is
conducted through its wholly-owned Canadian subsidiary Prime Battery Products
Limited ("Prime Battery"). Effective November 1, 2002, Pivotal, through a newly
incorporated wholly-owned subsidiary named Prime Battery completed the
acquisition of certain business assets of DCS Battery Sales Ltd. ("DCS
Battery"). Prime Battery distributes value priced batteries and other ancillary
products to dollar stores in North America.

         The Company also conducted its business during part of fiscal 2002
through another wholly-owned subsidiary called Prime Wireless Inc. ("Prime
Wireless"). On June 7, 2002, the Company acquired Prime Wireless, which was in
the business of earning sales commissions from selling Vertex-Standard two way
radio products in Canada, under an exclusive distribution agreement. In
addition, prior to the acquisition, Prime Wireless had acquired certain assets
from Midland International Corp. ("Midland") including land mobile radio
products, the Midland trade name, tooling, and accounts receivable. Subsequent
to year end the Company disposed of all the issued and outstanding shares of
Prime Wireless to a third party (see Recent Developments below).

         Between June 2001 and February 2002, the business of Pivotal was
conducted through its wholly-owned Canadian subsidiary 4CASH ATM Services Canada
Inc. ("4CASH"). 4CASH operated in the self-service technology sector (defined as
the deployment of Automated Teller Machines ("ATMs"), information kiosks and
Point of Sale debit machines ("POS")). In February 2002, the Board of Directors
made the decision not to continue to pursue the self-service technology business
plan. On March 5, 2002, the Company sold 4CASH to IRMG Inc. ("IRMG"), a private
corporation controlled by the Company's former CEO and current CFO.

         On February 29, 2000, a special meeting of the shareholders of the
Company was held in Boston, Massachusetts. At the meeting, the Company's
shareholders approved its reincorporation as a Delaware company by merging it
with a Delaware company called eieiHome.com Inc. formed on February 25, 2000. As
a result of the reincorporation, the Company's name changed from HyComp, Inc. to
eieiHome.com Inc., the number of shares of common stock which the Company was
authorized to issue increased from 20,000,0000 shares of common stock to
75,000,000 shares and the par value of the common stock changed from $0.01 to
$0.001.

         Between October 1999 and June 2000, the business of the Company was
conducted through its wholly-owned Canadian subsidiary, eieiHome.com Inc., which
operated an Internet service, information and e-commerce web site, providing
information and related products and services for homeowners, home buyers, and
home service providers. eieiHome.com's revenue came from the sale of advertising
space to national and local home service providers and manufacturers of
home-related products supplemented with service fees for Internet web hosting,
web page design, e-commerce solutions, and e-mail services. Due to continuing
operating losses, effective June 26, 2000, the Company sold all of the shares of
its wholly-owned Canadian subsidiary.

         The Company was originally incorporated as Hycomp, Inc. in the
Commonwealth of Massachusetts in 1969. Through March 31, 1999, the Company (then
called HyComp, Inc.) was a designer, manufacturer and distributor of thin film
hybrid circuits, thin film resistor networks and various thin film components
mainly used for military purposes. In March 1999, HyComp, Inc. sold all of its
assets, excluding cash and receivables. The buyer assumed all liabilities other
than commercial and inter-company debt.

         On October 14, 1999, HyComp, Inc. acquired all of the issued and
outstanding common stock of eieiHome (Canada) from Simmonds Capital Limited
("SCL"). Following the transaction, eieiHome (Canada) was considered the
acquiring party and the surviving accounting entity because the former
stockholders of eieiHome (Canada) received an amount of voting shares of the
combined company which constituted an effective controlling interest in the
combined company. Accordingly, the transaction was accounted for as a reverse
acquisition. The acquisition of eieiHome (Canada) formally closed on October 14,
1999. eieiHome (Canada) was incorporated as Chargnet Inc. in June 1998 in the
province of Ontario, Canada. It operated as Chargnet until June 20, 1999 when it
was acquired by SCL and its name was changed to eieiHome.com Inc.

                                       2

<PAGE>

         Subsequent to the sale of eieiHome (Canada), the Canadian operating
subsidiary, at a special meeting of shareholders held on September 25, 2000, the
Company changed its name from eieiHome.com Inc. to Wireless Ventures, Inc.

         On September 21, 2001 at the annual general meeting of shareholders of
the Company, held in Markham, Ontario, the shareholders approved (i) name change
from Wireless Ventures Inc. to Pivotal Self-Service Technologies Inc. and (ii)
increase in the number of shares the Company is authorized to issue from
75,000,000 to 150,000,000.

         During 2002 the Company had one employee working for the Prime Wireless
subsidiary which was disposed of subsequent to year end. John G. Simmonds (CEO),
Carrie J. Weiler (Secretary) and Gary N. Hokkanen (interim CFO), provided
services to the Company on a consulting basis during fiscal 2002.

RECENT DEVELOPMENTS:

         On March 1, 2003, the Company entered into a Joint Venture Agreement
with Collectible Concepts Group Inc., an entity listed on the NASD
over-the-counter bulletin board trading under the symbol CCGI. The purpose of
the joint venture is to unite the battery products distributed by Prime Battery
with the licensing and merchandising relationships of Collectible Concepts. The
joint venture will be owned 50% by the Company and 50% by Collectible Concepts
Group and will operate as MightyCell(TM). The MightyCell brand of batteries and
battery related products will be marketed throughout North America and the
company will be targeting licensing opportunities in the entertainment and
sports industries. Management believes that the joint venture will develop new
channels to market for its battery business.

         On March 13, 2003, the Company sold all of the outstanding and
issued common shares of its wholly-owned subsidiary Prime Wireless including
all of the Midland related assets to Wireless Age Communications Inc. an
entity listed on the NASD over-the-counter bulletin board trading under the
symbol WLSA, in exchange for 1,500,000 common shares of Wireless Age. Under
the terms of the Prime Wireless June 7, 2002, acquisition agreement with
1500450 Ontario Limited, 750,000 of the common shares were transferred to
1500450 Ontario Limited. 1500450 Ontario Limited is a related party by virtue
of its shareholdings in the Company. Under the terms of the transaction with
Wireless Age, Mr. Simmonds the Company's CEO was appointed Chairman of
Wireless Age.

ITEM 2.  DESCRIPTION OF PROPERTY.

         The Company currently maintains corporate offices at 67 Wall St. New
York, NY, 1005-3198. Certain officers of the Company have offices at 13980
Jane Street, King City, Ontario, Canada, L7B 3A8 (tel. 905-833-3838, fax
905-833-6942). During fiscal 2002, the Company's wholly-owned subsidiaries
Prime Wireless (which was disposed of subsequent to year end) and Prime
Battery shared an office and distribution center with a related party at 85
Chambers Drive, Unit 7, Ajax, Ontario, Canada, L1Z 1E2 (tel. 905-683-4500,
fax 905-683-8074). In April 2003, the Prime Battery business moved to a
distribution and office facility at 6010 Tomken Road, Mississauga, Ontario,
Canada, (tel. 905-564-7200). The Prime Battery business occupies
approximately 4,500 square feet of a share facility under a sub-lease
agreement with a third party.

ITEM 3.  LEGAL PROCEEDINGS.

         To the knowledge of the Company, there are no material pending legal
proceedings to which the Company is a party or of which any of its property is
subject.

         The Company, however, wishes to disclose that during the year ended
December 31, 2001, the President of The Wireless Stock Xchange, Inc. had
requested that the Company return the sum of $200,000, which he paid to
purchase 200,000 shares of the Company's common stock in a private
transaction (facilitated by the Company) in October 2000. The Company
received $200,000 from the seller of the shares, which shares had been
pledged to the Company as security for other obligations. The President of
the Wireless Stock Xchange Inc. had registered complaints about the Company's
conduct with certain regulatory authorities, including the Securities and
Exchange Commission. The SEC requested certain information from the Company,
which the Company provided. During the year ended December 31, 2002, the
Company settled the disagreement with the mutual consent of this individual.
The Company allowed this individual to participate in a $.02 private
placement.

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

                                       3

<PAGE>

         There were no matters submitted to a vote of the security holders.



                                       4


<PAGE>

                                     PART II

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

         The price per share of Company Common Stock was quoted on the NASD's
OTC Bulletin Board under the symbol "WLSV" beginning on September 27, 2000.
Concurrently with the change in name from Wireless Ventures Inc. to Pivotal
Self-Service Technologies Inc., approved by the shareholders on September 21,
2001, the Company's common stock was quoted on the NASD's OTC Bulletin Board
under the symbol "PVSS" beginning on October 4, 2001.

         The following table sets forth for the periods indicated the high and
low close prices for the Common Shares in U.S. Dollars. These quotations reflect
only inter-dealer prices, without retail mark-up, mark-down or commissions and
may not represent actual transactions.
<TABLE>
<CAPTION>

------------------------------------------------------
QUARTER ENDED                    HIGH         LOW
------------------------------------------------------
<S>                            <C>          <C>
March 31, 2001                 $0.3125      $0.06
------------------------------------------------------
June 30, 2001                   $0.20       $.045
------------------------------------------------------
September 30, 2001              $0.14      $0.051
------------------------------------------------------
December 31, 2001               $0.09      $0.035
------------------------------------------------------
March 31, 2002                  $0.06       $0.04
------------------------------------------------------
June 30, 2002                   $0.05       $0.03
------------------------------------------------------
September 30, 2002              $0.07       $0.03
------------------------------------------------------
December 31, 2002               $0.10       $0.04
------------------------------------------------------
</TABLE>

         On December 31, 2002, the Company had approximately 350 shareholders of
record. The Company believes it has approximately 500 shareholders including
holders whose securities are held in street name or nominee accounts.


         The Company does not expect to pay a cash dividend on its common stock
in the foreseeable future. Payment of dividends in the future will depend on the
Company's earnings and its cash requirements at that time.



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

         Certain matters discussed in this Annual Report may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and as such may involve risks and uncertainties.
These forward-looking statements relate to, among other things, expectations of
the business environment in which the Company operates, projections of future
performance, perceived opportunities in the market and statements regarding the
Company's goals. The Company's actual results, performance, or achievements
expressed or implied in such forward-looking statements may differ.

OVERVIEW

         The Company operates through its Prime Battery Products Limited ("Prime
Battery") wholly-owned subsidiary which is in the business of distributing
batteries and other ancillary products in North America. Currently almost all of
the Company's revenues are derived from dollar stores, however management is
expanding the customer base to include sales to commercial clients and other
non-retail customers.

         During 2002, management with the consent of the Board of Directors made
the decision to change the business direction of the Company.

         Effective November 1, 2002, the Company, through a newly incorporated
wholly-owned subsidiary named Prime Battery acquired certain business assets of
DCS Battery Sales Ltd. ("DCS Battery").

         On June 7, 2002, the Company acquired Prime Wireless Inc., which earns
sales commissions from selling Vertex-Standard two way radio products in Canada,
under an exclusive distribution agreement. Prior to the acquisition Prime
Wireless

                                       5

<PAGE>

had acquired certain assets of Midland International Corp. ("Midland")
including land mobile radio products, the Midland trade name, tooling, and
accounts receivable.

         On June 15, 2001, the Company acquired all the assets of the 4CASH ATM
Services division from IRMG Inc. which was in the ATM, information kiosk and POS
marketplace (referred to herein as the "Self Service Technology Business"). On
July 31, 2001, the Company incorporated a wholly-owned subsidiary called 4CASH
ATM Services Canada Inc. and began to launch the business in the Canada.

         Subsequent to the end of fiscal year 2001, the non-executive members of
the Board of Directors decided that the Self Service Technology Business
opportunity was not in the best interests of the Company. The decision was based
primarily on the additional investment required to deploy equipment and due to
the operating losses experienced by 4CASH. On March 5, 2002, the Company
disposed of its wholly-owned subsidiary 4CASH ATM Services Canada Inc. together
with all the assets and intellectual property rights to operate the Self Service
Technology.

         During the quarter ended December 31, 2002, the Board of Directors made
the decision to focus on the battery business and to dispose of the Prime
Wireless subsidiary. On March 13, 2003, the Company disposed of all of the
issued and outstanding common shares of Prime Wireless and Midland related
assets to Wireless Age Communications Inc. in exchange for 1,500,000 common
shares of Wireless Age. Pursuant to the June 7, 2002 purchase and sale agreement
between the Company and 1500450 Ontario Limited, the Company transferred 750,000
of the Wireless Age common shares to 1500450 Ontario Limited. 1500450 Ontario
Limited is a related party be virtue of its ownership position in the Company.

         The Prime Wireless operating entity was acquired on June 7, 2002,
however due to the disposal of this subsidiary subsequent to year end on March
13, 2003, the operating results of Prime Wireless have been classified as
discontinued operations in the Consolidated Statement of Operations during 2002.

         The Prime Battery operating results have been included in Consolidated
Statement of Operations for 2002 as continuing operations effective November 1,
2002.


RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2001

         During the year ended December 31, 2002, the Company had a total net
loss of $125,374 ($0.00 per share) compared to a net loss of $2,619,013 ($0.09
per share) during the comparative period a year ago. The primary reasons for the
substantial year over year reduction in net loss are; 1) the Company incurred
substantial non-cash financing expenses during the year ended December 31, 2001
that were not repeated in the current year, and 2) the Company acquired two
operating businesses during fiscal 2002 (one of which it disposed of subsequent
to year end) both of which generated gross profit to offset operating expenses.

         The Company has classified the operating results attributable to 4CASH
and Prime Wireless as discontinued operations in the Consolidated Statement of
Operations. For a further explanation of the discontinued operations
classification please refer to the attached financial statements and the notes
thereto. The loss before discontinued operations was $237,327 during the twelve
month period ended December 31, 2002 compared to a loss before discontinued
operations of $2,590,965 during the year ended December 31, 2001. Income from
discontinued operations during the twelve month period ended December 31, 2002
was $111,953 compared to a loss of $28,048 during the comparative period in the
prior year.

CONTINUING OPERATIONS

         Revenues during the twelve month period ended December 31, 2002 were
$193,923 compared to zero in the prior year. Revenues of the battery business
for the period November 1, 2002 to December 31, 2002 were $193,923 consisting of
sales of batteries and other ancillary products to dollar stores. The Company
acquired the Prime Battery business during 2002.

                                       6

<PAGE>

         During the twelve month period ended December 31, 2002, the Company
earned $30,433 of gross profit (15.7% as a percentage of sales) compared to zero
in the comparative period a year ago. The Company shares gross profit from sales
with A.C. Simmonds and Sons, an entity associated with the party that the
Company acquired the battery business from, as stipulated by the terms of the
asset purchase agreement.

         Operating expenses during the twelve month period December 31, 2002
were $161,360 compared to $441,622 during the comparative period in the prior
year. The year over year reduction is primarily the result of reduced general
and administrative expenses and reduced interest expense. General and
administrative expenses were reduced from $353,812 during the twelve month
period ended December 31, 2001 to $95,735 during the twelve month period ended
December 31, 2002. General and administrative expenses during fiscal 2002
included $82,762 of expenses in the parent entity and $12,973 in expenses during
the period November 1, 2002 to December 31, 2002 in Prime Battery.

         General and administrative expenses during fiscal 2002 included; 1)
$27,344 in consulting fees, 2) accounting and audit fees of $24,685, 3) $10,639
in general wages, 3) $9,635 in storage costs, 4) $6,708 in transfer agent fees,
5) $6,435 in travel costs, 6) bad debt expense of $3,182 and 6) $7,108 in
miscellaneous costs and expenses. General and administrative expenses during
fiscal 2001 included; 1) $143,500 of IRMG (a related party) management fees, 2)
$53,400 in legal fees, 3) $48,564 in general consulting fees, 4) $44,171 in
accounting and audit fees, 5) $31,300 of directors fees, 6) $15,735 of transfer
agent fees, 7) travel costs of $9,260 and 8) $7,882 of various miscellaneous
costs and expenses.

         Occupancy costs increased from $13,294 during the twelve month
period ended December 31, 2001 to $40,096 during the twelve month period
ended December 31, 2002. Occupancy costs during the last two fiscal years
relate to a corporate office in Markham, Ontario that the Company no longer
utilizes. The Company was committed under a lease agreement to make monthly
payments until July 31, 2002. During fiscal 2002 the Company and the landlord
agreed to terminate the lease early. Under the terms of the settlement the
Company agreed to issue 541,300 common shares and pay $15,850. As of December
31, 2002, the Company remains in default under the cash payment portion of
the agreement.

         Interest expense was reduced from $74,516 during fiscal 2001 to $25,529
during 2002. The decrease is a result of many debenture holders converting
principal and interest outstanding into shares of the Company's common stock
during fiscal 2001. Included in interest expense for fiscal 2002 is $14,209
payable to related parties under two notes payable of $63,837 (Cdn$100,000)
each. During fiscal 2001 all of the interest expense related to senior
subordinated convertible debentures issued to third parties.

         During the twelve month period ended December 31, 2002 the Company
recorded non-cash financing expense of $92,000 compared to $2,317,594 during the
comparative period in the prior year.

         Non-cash financing expense during fiscal 2002 of $92,000 represented
the fair value of warrants to purchase 2,000,000 common shares at an exercise
price of $0.01 per share issued to two related parties that loaned the Company
$63,837 (Cdn$100,000) each.

         Non-cash financing expense of $2,317,594 during fiscal 2001 was a
result of a special offer made to the Company's debenture holders. Debenture
holders were offered the ability to exercise warrants received upon the
conversion of their convertible debenture at $0.05 per warrant rather than the
contracted $0.50 per warrant. The Company used the warrants as a financing
mechanism. In addition the conversion of the debentures substantially improved
the Company's financial condition. This special inducement offer resulted in
debenture holders converting debentures having a face value of $1,524,550 plus
accrued and unpaid interest of $55,324 into 6,319,525 shares of the Company's
common stock.

         The non-cash financing expense during fiscal 2001 represented the
difference in the exercise price between the contracted $0.50 per warrant and
the agreed upon $0.05 per warrant times 5,092,010 warrants actually exercised
plus 441,767 common shares, valued at $0.05 per share issued to debenture
holders who converted their debenture to common shares before the Company
improved the special offer to entice further conversion. The improved offer gave
the debenture holder a credit for unpaid interest against the amount owed for
exercising their warrants.

          In March 2000, the Company participated in private placement for
160,000 shares of common stock of Vianet Technologies Inc. ("Vianet") at $3.00
per share, which trades under the symbol "VNTK" on NASD's OTC Bulletin Board.
The Company invested $480,000 and received 160,000 common shares of Vianet
Technologies and warrants to purchase 240,000

                                       7

<PAGE>

additional common shares at $4.50 per share at any time over the next three
years. In 2001 the Company pledged the securities and granted power of attorney
rights to dispose of the shares to the Company's attorneys as part of a
settlement agreement on amounts owed.

         During the year ended December 31, 2002 the market value of the
securities declined from $16,000 to $1,600 and accordingly the Company recorded
a realized loss of $14,400. Effective December 31, 2002, the Company reflected
the transfer of ownership of the shares to the attorneys by offsetting the
remaining value of the securities with amounts owed to the Company's counsel.

         During the year ended December 31, 2001 the market value of the
securities declined from $33,000 to $16,000. Management determined that the
decline in value of this investment was not of a temporary nature and
accordingly the Company recorded a write down of $17,000 during the year ended
December 31, 2001.

         Other income recorded during the twelve month period ended December 31,
2001 included $5,000 representing a bad debt recovery on a note receivable
arising from the disposition of a wholly-owned subsidiary during fiscal 2000.

         During the twelve month period ended December 31, 2001, the Company
recorded a gain of $180,251 on cancellation of debt. The gain consisted of two
items:

<TABLE>
         <S>                                                     <C>
         Retired principal and interest
           related to convertible debentures                     $     103,430
         Legal fee debt forgiveness                                     76,821
                                                                 -------------
         Total                                                   $     180,251
</TABLE>

         During fiscal 2000, the Company sold eieiHome Canada and part of the
consideration was cancellation of certain of the Company's convertible
debentures. At time of closing certain of the assignment documents were
incomplete. During the third quarter of fiscal 2001, the Company received the
completed documentation and an acknowledgment from the purchaser that these
additional liabilities had in fact been transferred to the purchaser. As a
result the Company recorded the retirement of principal totaling $101,000 and
interest of $2,430 as a gain during the twelve month period ended December 31,
2001.

         During fiscal 2001, the Company settled $416,821 owed to the Company's
counsel by issuing 1,800,000 common shares, issuing a $160,000 short term note
and receiving debt forgiveness of $76,821. The debt forgiveness component of the
agreement was recorded as a gain on cancellation of debt.

DISCONTINUED OPERATIONS

         Accounting for the discontinued operations is summarized below:
<TABLE>
<CAPTION>

                                                                               2002            2001
                 <S>                                                    <C>             <C>
                 Loss from 4CASH operations                               (4,247)         (48,131)
                 Income from Prime Wireless operations                    23,160                -
                                                                     -----------      -----------
                 Income (loss) from operations of discontinued
                 operations, net of tax                                   18,913          (48,131)

                 Gain from management fee forgiveness                     54,037           20,083

                 Effect of disposal of 4CASH                              52,378                -
                 Loss from write off of 4CASH advances                   (13,375)               -
                                                                     -----------      -----------
                 Gain on disposal of subsidiary, net of tax               39,003                -
                                                                     -----------      -----------

                 Income (loss) from discontinued operations              111,953          (20,048)
                                                                     -----------      -----------
</TABLE>

                                       8

<PAGE>

4CASH

         During the twelve month period ended December 31, 2002 and 2001, the
Company also operated through wholly-owned Canadian subsidiary called 4CASH ATM
Services Canada Inc. On March 5, 2002 the Company sold the 4CASH operating
subsidiary to IRMG Inc. an entity owned by the Company's former CEO and current
CFO. The 4CASH operations had a net loss of $48,131 during fiscal 2001 and
$4,247 during fiscal 2002. The financial results of 4CASH for the last two
fiscal years is summarized below:
<TABLE>
<CAPTION>

                                                                               2002                 2001

                 <S>                                               <C>                   <C>
                 Revenues                                          $          729        $        2,499

                 Expenses
                      Direct costs                                           295                 1,016
                      Selling, general and administrative                  4,546                49,205
                      Depreciation                                           135                   409
                                                                  --------------        --------------
                                                                           4,976                50,630
                                                                  --------------        --------------

                      Net (loss)                                  $       (4,247)       $      (48,131)
</TABLE>

         The Company recorded a gain from management fee forgiveness of $54,037
during the twelve month period ended December 31, 2002. Under the terms of the
sale of the 4CASH subsidiary to IRMG, IRMG granted the Company an option to
satisfy, for full and complete settlement, the outstanding fees under the
management services agreement, totaling approximately $104,350, owed to IRMG for
a cash payment of $15,753. A reduction of approximately $34,560 was applied to
operating expenses of the current period and the remainder of $54,037 was
recognized as a gain from management fee forgiveness.

         On March 5, 2002 as a result of the disposition of 4CASH the Company
recorded the effect of the disposal of $52,378 (representing primarily net
losses of the subsidiary since acquisition) and wrote off advances and
intercompany amounts totalling $13,375 made by the Company to 4CASH since June
2001.

         Also during fiscal 2001, IRMG Inc., a corporation that provided
management services to the Company, agreed to forgive $185,083 in outstanding
fees in order to improve the Company's financial position. $20,083 of the amount
was recorded as a gain on cancellation of debt with the balance credited against
operating expenses.

PRIME WIRELESS


         The operations of Prime Wireless are summarized as follows:

<TABLE>
<CAPTION>

                                                                            2002
                 <S>                                                      <C>
                 Revenues
                      Commission income                                   65,923
                      Sales                                                  255
                                                                      ----------
                 Total revenues                                           66,178
                 Less:
                      Cost of sales                                          200
                                                                      ----------
                 Gross profit                                             65,978

                 Operating expenses                                       42,631
                                                                      ----------
                 Operating income                                         23,347

</TABLE>

                                       9

<PAGE>

<TABLE>
<CAPTION>
                                                                            2002
                     <S>                                                <C>

                      Depreciation                                           187
                                                                      ----------
                      Net income                                          23,160
                                                                      ----------
                                                                      ----------
</TABLE>

         Revenues of the Prime Wireless subsidiary were $66,178 for the period
June 7, 2002 to December 31, 2002 consisting of $65,923 in commissions earned on
sales of Vertex Standard two way radios in Canada and $255 of Midland two way
radios. Gross profits from Prime Wireless were $65,978. Prime Wireless earns
commissions from sales and therefore does not record cost of sales against these
revenues.

         General and administrative expenses of Prime Wireless during fiscal
2002 were $42,631 during the period June 7, 2002 to December 31, 2002. Selling,
general and administrative expenses included $25,860 of salaries and benefits
for one sales employee, $12,073 in selling expenses and $4,698 of various
general and administrative costs and expenses. Depreciation of equipment totaled
$187 during the period June 7, 2002 to December 31, 2002.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The discussion and analysis of results of operations and financial
condition are based upon the consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America (GAAP). The preparation of these consolidated financial
statements requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. Management evaluates the
estimates on an on-going basis, including those related to bad debts,
inventories, investments, customer accounts, intangible assets, income taxes,
and contingencies and litigation. Management bases its estimates on historical
experience and on various other assumptions that they believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Note 2 of the "Notes to
Consolidated Financial Statements" includes a summary of the significant
accounting policies and methods used in the preparation of the consolidated
financial statements. The following is a brief description of the more
significant accounting policies and methods the Company uses.

Revenue Recognition

         Revenue from product sale is recognized when the rights of ownership of
the product are transferred to the purchaser on shipment or delivery and
collection is reasonably assured.

Allowance for Doubtful Accounts

         The Company records an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible.
The criteria for allowance provision are determined based on historical
experience and the Company's assessment of the general financial conditions
affecting its customer base. If the Company's actual collections experience
changes, revisions to the allowance may be required.

Intangible Assets

         Long-lived assets, including intangible assets, are reviewed when facts
and circumstances indicate that the carrying value of the asset may not be
recoverable. When necessary, impaired assets are written down to estimated fair
value based on the best information available. Fair value is determined by
estimated future cash flows and appraised value of the assets.


FINANCIAL CONDITION

         Pursuant to FASB Statement No. 144, the assets and liabilities of 4CASH
and Prime Wireless have been disclosed separately as discontinued operations
assets and liabilities.

AS AT DECEMBER 31, 2002

                                       10

<PAGE>

         Total assets of the Company increased from $31,196 at December 31, 2001
to $581,806 at December 31, 2002. The increase in total assets during the year
ended December 31, 2002 is primarily the result of the Company's acquisition of
the Prime Wireless subsidiary on June 7, 2002 (which was disposed on subsequent
to year end on March 13, 2003) and the DCS Battery assets acquired by our
wholly-owned subsidiary, Prime Battery, effective November 1, 2002.

         Current assets at December 31, 2001 consisted of marketable securities
valued at $16,000, prepaid expenses of $5,879 and 4CASH receivables of $1,554.
Current assets at December 31, 2002 consisted of $122,129 of trade receivables
associated with the Prime Battery businesses, $40,000 note receivable, cash
reserves of $38,677 and Prime Wireless assets held for sale of $24,526. Current
assets at December 31, 2002 included $40,000 receivable from a third party from
which the Company had intended to acquire a license. The Company opted not to
pursue the transaction but has retained the exclusive rights to the products in
the United States. The note receivable is due and payable on June 30, 2003.

         During fiscal year 2000, the Company invested $480,000 in securities of
Vianet. The investment was in units consisting of 160,000 common shares and
warrants to purchase an additional 240,000 common shares. The common shares were
purchased at $3.00 per share and closed at a trading value of $0.10 per share on
December 30, 2001. The Company has applied a 25% valuation discount to the
market price at December 30, 2000 due to the restricted nature of the common
shares and valued the investment at $16,000 at December 31, 2001. During fiscal
year 2001, management judged the decline in market value as other than temporary
and accordingly recorded a $17,000 loss on marketable securities in the
statement of operations during the year ended December 31, 2001. During the
twelve month period ended December 31, 2002, the trading value of the securities
continued to erode and closed at $0.01 per share on December 31, 2002.
Accordingly, the Company has valued the marketable securities at $1,600 and
recorded a $14,400 loss on marketable securities in the statement of operations
during the year ended December 31, 2002. These shares were pledged to the
Company's counsel as part of a fee settlement during fiscal 2001, accordingly
the Company opted to reflect the transfer ownership of the shares by offsetting
the remaining value of the securities with amounts owed to the Company's US
counsel effective December 31, 2002.

         Effective November 1, 2002, the Company acquired certain battery
business assets from a related party in exchange for; 1) 6,000,000 shares of the
Company's common stock and 2) certain other operating commitments including but
not limited to additional shares to be issued based on certain performance
benchmarks. The battery business intangible assets primarily represent
tradenames, distribution agreements and other intellectual property rights.
Management has determined that the value of the intangible assets associated
with the DCS Battery acquisition is $240,000 representing the share value at
December 31, 2002. At December 31, 2001, there were no intangible assets
recorded by the Company.

         Total liabilities of the Company increased from $570,347 at December
31, 2001 to $752,816 at December 31, 2002. All of the liabilities at December
31, 2001 were current liabilities and $682,816 of the liabilities at December
31, 2002 were current.

         At December 31, 2001 the Company had a bank overdraft of $11,839
whereas the cash balance at December 31, 2002 was $38,677. During the year the
Company raised incremental financing through the issuance of notes payable and a
series of private placements of the Company's common stock. Accounts payable as
at December 31, 2001 was $169,982, including $90,593 due to related parties and
accounts payable at December 31, 2002 totaled $124,805, including $27,356 due to
related parties. The reduction in accounts payable is primarily due to the
Company's ability to raise incremental financing. Notes payable increased from
$155,000 at December 31, 2001 to $387,774 ($70,000 of which has been classified
as a long term liability) at December 31, 2002. Accrued expenses decreased from
$92,026 as at December 31, 2001 to $79,137 at December 31, 2002. Senior
subordinated convertible debentures were unchanged at $141,500 during fiscal
2002.

         The increase in notes payable during the twelve month period ended
December 31, 2002 relates to a 5-year note payable recorded at $106,000 (which
has been discounted at a rate of 5% from $120,000 representing its estimated
present value) issued in the purchase of Prime Wireless and two new notes
payable issued to related parties of $63,837 each. Proceeds from the latter
notes payable were utilized to finance working capital of the Prime Battery
business.

         The decrease in accrued expenses is the result of decreases in accrued
professional fees and other miscellaneous accrued expenses partially offset by
an increase in accrued interest expenses. Other miscellaneous accrued expenses
decreased from $29,500 at December 31, 2001 to $7,152 at December 31, 2002. The
December 31, 2002 balance represents amounts owed to a third party with respect
to a settlement agreement on a premise lease the Company was obligated under for
its former

                                       11

<PAGE>

corporate office. Accrued interest expense increased from $21,226 at December
31, 2001 to $43,035 at December 31, 2002. Over one-half of the increase
($14,209) relates to interest payable under two new $63,837 notes payable issued
to related parties while $11,320 relates to accrued and unpaid interest on
$141,500 of the Company's senior subordinated convertible debentures. Accrued
professional fees decreased from $23,000 at December 31, 2001 to $10,650 as at
December 31, 2002. The decrease is a result of payments made.

         The stockholders' deficit decreased from $539,151 at December 31, 2001
to $171,010 at December 31, 2002. The decrease of $368,141 is attributable to a
net increase in common stock, common subscribed and additional paid-in capital
partially offset by the loss for the year. Common stock and additional paid in
capital increased by $282,015 and is comprised of the following:

     1.   9,950,000 common shares issued at share prices between $0.01 and $0.05
          under private placements for total net proceeds of $141,500,
     2.   A $92,000 non-cash financing fee recorded as an increase to additional
          paid in capital representing the fair value of warrants to purchase
          2,000,000 common shares issued to related parties providing loans to
          the Company,
     3.   420,000 common shares issued in connection with services provided
          valued at $21,450, and
     4.   541,300 common shares issued in debt settlements valued at $27,065.

         In addition the Company recorded a net increase of $211,500 in common
stock subscribed from $41,250 at December 31, 2001 to $252,750 at December 31,
2002. The increase is the result of: 1) 500,000 shares valued at $22,500 (net of
a 10% commission paid) issued in 2002 but subscribed for in 2001, 2) 375,000
shares issued in 2002 for services provided in 2001 valued at $18,750, more than
offset by: 3) 6,000,000 shares issued subsequent to year end and associated with
the 2002 DCS Battery acquisition (valued at $240,000), and 4) 637,500 shares
subscribed for in 2002 but not issued until 2003 (valued at $12,750).

         The Company's deficit increased from $8,391,552 at December 31, 2001 to
$8,516,926 at December 31, 2002 as a result of the $125,374 loss for the year.

SUMMARY OF DISCONTINUED ASSETS AND LIABILITIES

The major categories of discontinued operations assets and liabilities at
December 31, 2002 were as follows:
<TABLE>
<CAPTION>

                                                                            2002
                <S>                                                  <C>
                Assets of discontinued operations:
                Prime Wireless:
                Cash                                                 $          836
                Accounts receivable                                          22,913
                                                                     --------------
                Assets of discontinued operations - current          $       23,749
                                                                    ---------------

                Prime Wireless:
                Equipment, net                                                  777
                Intangible assets                                           116,474
                                                                     --------------

                Assets of discontinued operations - non current      $      117,251
                                                                    ---------------
</TABLE>

                                       12

<PAGE>

<TABLE>

                <S>                                                  <C>
                Liabilities of discontinued operations:
                Prime Wireless:
                Accounts payable                                     $       19,600
                                                                    ---------------

                Liabilities of discontinued operations - current     $       19,600
                                                                    ---------------
</TABLE>

         On June 7, 2002 the Company acquired the Prime Wireless subsidiary from
a related party for; a) $40,000 cash, b) a $120,000 note payable (which has been
discounted to $106,000 representing its present value using a 5% discount rate),
and c) a commitment to share 50% of the sale of the business with the vendor.
The excess of the purchase consideration ($146,000) over the assets acquired
($29,526) was allocated to intangible assets ($116,474) representing primarily
tooling, trade names and other intellectual property. Accordingly, at December
31, 2002 the intangible assets associated with the Prime Wireless acquisition
were valued at $116,474.

LIQUIDITY AND CAPITAL RESOURCES

         The Company made two acquisitions (one of which was disposed of
subsequent to year end) during the year ended December 31, 2002 and began to
generate operating cashflows. Overall the Company did not generate sufficient
earnings to offset its operating expenses. However, the Company continues to be
able to raise incremental financing by way of private placements and notes
payable.

         At December 31, 2002, the Company had a working capital deficit of
$458,261 slightly improved from the working capital deficit of $546,914 at
December 31, 2001. Included in current assets were $122,129 of trade accounts
receivable and $38,677 in cash reserves evidencing operating cashflows that were
not present a year ago.

         During 2002, the Company issued 9,950,000 common shares under private
placements for total net proceeds of $141,500. The Company issued 500,000 common
shares at $0.05 per share, 2,450,000 common shares at $0.02 per share and
7,000,000 common shares at $0.01 per share. In addition, related parties
provided a total of $127,674 under short term notes payable. Proceeds from these
notes and private placements were used to pay operating costs and to provide the
initial funding of purchases of battery products in the Prime Battery
subsidiary.

         At December 31, 2002 there remained 1,227,515 issued but unexercised
warrants outstanding and 696,184 warrants issuable upon the conversion of the
Company's remaining unconverted debentures (all exercisable at $0.50 per
warrant) that could provide a financing source in the future. Related parties
also hold 7,000,000 warrants to purchase the Company's common stock at exercise
prices of between $0.01 and $0.50 per share. However, the Company cannot offer
any assurances that the existing debenture or warrant holders would agree to
convert to common shares or exercise their resulting warrants.

         In order to continue to build upon the early success shown by the new
operating subsidiaries, management believes that substantial incremental
financing will be required. The Company anticipates sourcing additional
financing through a mixture of debt and equity private placements, which may be
prove to be dilutive to existing common shareholders.

     The Company does not have any material sources of liquidity of off balance
sheet arrangements or transactions with unconsolidated entities.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

     The Company has a variety of contractual debt obligations and other
commercial commitments that represent prospective cash requirements in
addition to any capital expenditure programs. The following is a summarized
table of contractual obligations. See additional details in Notes 8 and 14 to
the Consolidated Financial Statements.

<Table>
<Caption>
                                 Total       Short-term     1-3 years    4-5 years
                                 -----       ----------     ---------    ---------
<S>                             <C>           <C>            <C>           <C>
Notes payable                   $387,774      $314,488       $63,592       $9,694
Operating leases                  24,706        13,476        11,230            -
Premises lease                    11,412        11,412             -            -
                                --------      --------       -------       ------

Total cash obligations          $423,892      $339,376       $74,822       $9,694
</Table>


    In addition the Company is contractually obligated as follows:

     1.   The Company's obligation to issue up to an additional 10,000,000
          common shares to the owner of DCS Battery, subject to certain
          performance benchmarks within two years of November 1, 2002 under the
          November 1, 2002 DCS Battery asset purchase agreement, and

     2.   The Company's obligation to pay the owner of DCS Battery sales
          commissions as agreed on April 1, 2003.

                                       13

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.

                           DECEMBER 31, 2002 AND 2001

                                    CONTENTS





Independent Auditor's Report                                                F-1

Consolidated Balance Sheet                                                  F-3

Consolidated Statements of Operations                                       F-4

Consolidated Statements of Changes in Stockholders' Deficiency              F-5

Consolidated Statements of Cash Flows                                       F-6

Notes to Consolidated Financial Statements                                  F-8



<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



To the Directors of
Pivotal Self-Service Technologies Inc.

We have audited the accompanying consolidated balance sheet of Pivotal
Self-Service Technologies Inc., as of December 31, 2002, and the related
consolidated statements of operations, changes in stockholders' deficiency
and cash flows for the year ended December 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Pivotal Self-Service
Technologies Inc. at December 31, 2002, and the results of its operations and
its cash flows for the year ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. At December 31, 2002 the Company
had a working capital deficit of $458,261 and an accumulated deficit of
$8,516,926. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Management's plans in regard to these matters are also discussed in note 1.



Toronto, Ontario                                          Mintz & Partners, LLP
April 7, 2003                                            Chartered Accountants

                                                                            F-1.
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To the Directors of
Pivotal Self-Service Technologies Inc.

We have audited the statement of operations, changes in stockholders' deficiency
and cash flows of Pivotal Self -Service Technologies Inc. for the year ended
December 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with 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 results of operations and cash flows of Pivotal
Self-Service Technologies Inc. for the year ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. During 2002, the Company sold its operating
subsidiary. Additionally, at December 31, 2001 the Company had a working capital
deficit of $546,914 and an accumulated deficit of $8,391,552. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. Management's plans in regard to
these matters are also discussed in note 1.





                                                    /s/  PKF
New York, New York                                  Certified Public Accountants
April 9, 2002                                         A Professional Corporation


                                                                            F-2.
<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
AS AT DECEMBER 31, 2002
---------------------------------------------------------------------------------------------------------------------------
                                                         A S S E T S
CURRENT
<S>                                                                                                        <C>
    Cash                                                                                                   $        38,677
    Accounts receivable                                                                                            122,129
    Note receivable (note 4)                                                                                        40,000
    Assets of discontinued operations (note 6)                                                                      23,749
                                                                                                           ---------------

TOTAL CURRENT ASSETS                                                                                               224,555

INTANGIBLE ASSETS (note 5)                                                                                         240,000
ASSETS OF DISCONTINUED OPERATIONS (note 6)                                                                         117,251
                                                                                                           ---------------

TOTAL ASSETS                                                                                               $       581,806
                                                                                                           ===============

                  L I A B I L I T I E S   A N D   S T O C K H O L D E R S'   D E F I C I E N C Y

CURRENT LIABILITIES
    Accounts payable, including amounts due to affiliates
       of $27,356 (note 9)                                                                                  $      124,805
    Accrued liabilities
       Interest, including amounts owed to affiliates of $10,489 (note 9)                                           43,035
       Professional fees                                                                                            10,650
       Director's fees                                                                                              18,300
       Other                                                                                                         7,152
    Notes payable (note 8)                                                                                         317,774
    Senior subordinated convertible debentures (note 7)                                                            141,500
    Liabilities of discontinued operations (note 6)                                                                 19,600
                                                                                                           ---------------

TOTAL CURRENT LIABILITIES                                                                                          682,816

    NOTES PAYABLE (note 8)                                                                                          70,000
                                                                                                           ---------------

TOTAL LIABILITIES                                                                                                  752,816
                                                                                                           ---------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $100 par value, 8%, non-voting, convertible,
2,000 shares authorized, no shares issued and outstanding                                                                -
Common stock, $.001 par value, 150,000,000 shares authorized,
53,953,606 shares issued and outstanding (note 12)                                                                  53,953
Common stock subscribed (note 12)                                                                                  252,750
Additional paid-in capital                                                                                       8,039,213
Accumulated deficit                                                                                             (8,516,926)
                                                                                                           ---------------
    TOTAL STOCKHOLDERS' DEFICIENCY                                                                                (171,010)
                                                                                                           ---------------
    TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                         $       581,806
                                                                                                           ===============
</TABLE>
--------------------------------------------------------------------------------
                            SEE ACCOMPANYING NOTES                          F-3.
<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                     DECEMBER 31
FOR THE YEARS ENDED                                                                            2002                2001
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                  <C>
Revenues                                                                                  $       193,923      $            -

Cost of goods sold                                                                                163,490                   -
                                                                                          ---------------      --------------

Gross profit                                                                                       30,433                   -

Operating expenses
     Selling, general and administrative (note 9)                                                  95,735             353,812
     Occupancy (note 14)                                                                           40,096              13,294
     Interest (notes 7 and 8)                                                                      25,529              74,516
                                                                                          ---------------      --------------
                  Total operating expenses                                                        161,360             441,622

Other (income) expense
     Non-cash financing expense (note 10)                                                          92,000           2,317,594
     Realized loss/write down of marketable securities (note 3)                                    14,400              17,000
     Other income                                                                                       -              (5,000)
                                                                                          ---------------      --------------

                  Total expenses                                                                  267,760           2,771,216
                                                                                          ---------------      --------------

 Loss before extraordinary item and discontinued operations                                      (237,327)         (2,771,216)

Extraordinary item
     Cancellation of indebtedness (note 11)                                                             -             180,251
                                                                                          ---------------      --------------

 Loss before discontinued operations                                                             (237,327)         (2,590,965)

Discontinued operations (note 6)
     Income (loss) from operations of discontinued operations, net of tax                          18,913             (48,131)
     Gain from management fee forgiveness                                                          54,037              20,083
     Gain on disposal of subsidiary, net of tax                                                    39,003                   -
                                                                                           --------------      --------------
Income (loss) from discontinued operations                                                        111,953             (28,048)
                                                                                           --------------      --------------

 Net loss                                                                                 $      (125,374)     $   (2,619,013)
                                                                                          ===============      ==============

Basic net loss per share of common stock (note 2)
Weighted average number of common shares outstanding (note 2)                                  45,917,502          27,576,124
     Basic loss per share                                                                 $       (0.00)      $       (0.09)
     Loss from continuing operations                                                      $       (0.00)      $       (0.10)
     Extraordinary item                                                                               -       $         0.01
     Loss from discontinued operations                                                    $       (0.00)      $       (0.00)
</TABLE>

--------------------------------------------------------------------------------
                            SEE ACCOMPANYING NOTES                          F-4.
<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                         Common Stock                Common        Additional                              Total
                                 -----------------------------       Stock           Paid-In          Accumulated      Stockholders'
                                    Shares           Amount        Subscribed        Capital            Deficit         Deficiency
                                 -------------    ------------    -------------    ------------     -------------      -------------
<S>                              <C>              <C>             <C>              <C>              <C>                <C>
Balance, December 31, 2000        16,651,278      $   16,651      $         -      $  1,262,273     $ (5,772,539)      $ (4,493,615)

Exercise of warrants               5,533,777           5,534                -         2,564,841              -            2,570,375

Issuance of common
 stock in connection
 with conversion of notes
 and accrued interest              8,431,251           8,431                -         3,683,166              -            3,691,597

Shares cancelled in
 connection with purchase
 of subsidiary                    10,000,000          10,000                -           (10,000)             -                  -

Stock issue costs                          -               -                -            (3,245)             -               (3,245)

Issuance of common stock in
 settlement of outstanding
 debts                             2,426,000           2,426                -           271,074              -              273,500

Common stock subscribed                    -               -            41,250                -              -               41,250

Net (loss) for year ended
 December 31, 2001                         -               -                -                 -       (2,619,013)        (2,619,013)
                                 -------------    ------------    -------------    ------------     -------------      -------------

Balance, December 31, 2001        43,042,306          43,042           41,250         7,768,109       (8,391,552)          (539,151)

Issuance of common
 stock in connection with
 private placements                9,950,000           9,950          (22,500)          131,550              -              119,000

Adjustment arising from
 warrants issued pursuant
 to notes payable (note 12)                                                              92,000                              92,000

Issuance of common stock in
 connection with services
 provided                            420,000             420          (18,750)           21,030              -                3,000

Issuance of common stock in
 settlement of outstanding
 debts (note 14)                     541,300             541                -            26,524              -               27,065

Common stock subscribed
 (note 12)                                 -               -           252,750                -              -              252,750

Net loss for year ended
 December 31, 2002                         -               -                -                 -         (125,374)          (125,374)
                                 -------------    ------------    -------------    ------------     -------------      -------------

Balance, December 31, 2002        53,953,606      $   53,953      $     252,750    $  8,039,213     $(8,516,926)       $   (177,010)
                                 -------------    ------------    -------------    ------------     -------------      -------------
</TABLE>

--------------------------------------------------------------------------------
                            SEE ACCOMPANYING NOTES                          F-5.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                    DECEMBER 31
FOR THE YEARS ENDED                                                                          2002                 2001
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                    Year Ended
                                                                                                    December 31
                                                                                         -----------------------------------
                                                                                              2002                2001
                                                                                         ----------------    ---------------
<S>                                                                                   <C>                 <C>
Cash flows from operating activities
     Net (loss)                                                                       $       (125,374)   $     (2,619,013)
     Adjustment to reconcile net (loss) to net cash
      (used) by operating activities
         Common stock issued and subscribed for services                                        21,450              26,750
         Common stock issued in rent settlement                                                 27,065                   -
         Cancellation of indebtedness                                                                -            (200,334)
         Non-cash financing expense                                                             92,000           2,317,594
         Realized loss/write down of marketable securities                                      14,400              17,000
     Changes in operating assets and liabilities
         Receivables                                                                          (120,575)             (1,554)
         Other receivable                                                                      (40,000)                  -
         Prepaid expenses                                                                        5,879                 306
         Accounts payable                                                                      (45,177)             80,077
         Accrued expenses                                                                      (12,889)             29,261
                                                                                         ----------------    ---------------
                  Net cash (used) by operating activities                                     (182,681)           (349,913)
                                                                                         ----------------    ---------------

Cash flows used in investing activities
     Purchase of equipment                                                                           -              (7,806)
     Acquisition and disposal of subsidiaries                                                   (6,577)                  -
                                                                                         ----------------    ---------------
                  Net cash used in investing activities                                         (6,577)             (7,806)
                                                                                         ----------------    ---------------

Cash flows from financing activities
     Change in bank overdraft                                                                  (11,839)             11,882
     Proceeds from issuance of notes payable                                                   126,774                   -
     Payment of stock issue costs                                                                    -              (3,245)
     Proceeds from common stock subscribed                                                           -              22,500
     Proceeds from exercise of warrants                                                              -             159,937
     Proceeds from issuance of common stock                                                    113,000                   -
     Payment on note payable                                                                         -              (5,000)
     Payment on note payable - shareholder                                                           -                   -
     Due to/from related parties, net                                                                -             171,548
                                                                                         ----------------    ---------------
                  Net cash provided by financing activities                                    227,935             357,622
                                                                                         ----------------    ---------------

Net increase (decrease) in cash                                                                 38,677                 (97)

Cash, beginning of year                                                                              -                  97
                                                                                         ----------------    ---------------

Cash, end of year                                                                     $         38,677    $              -
                                                                                         ----------------    ---------------
</TABLE>

--------------------------------------------------------------------------------
                            SEE ACCOMPANYING NOTES                          F-6.
<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

Supplemental disclosure of non-cash financing activities

     -    During 2002, the Company issued 6 million common shares valued at
          $240,000 to acquire certain business assets. At December 31, 2002
          these shares had not yet been issued and were recorded in common stock
          subscribed.

     -    During 2002, the Company acquired a subsidiary with net assets of
          $29,526 in exchange for $40,000 in cash and a note payable of $120,000
          ($106,000 discounted value, see note 8c).

     -    During 2002, the Company issued 541,300 common shares valued at
          $27,065 to a third party as partial settlement on an office lease.

     -    During 2002, the Company issued 375,000 common shares valued at
          $18,750 for investor and public relations services provided and 45,000
          common shares valued at $2,700 for general consulting services
          provided.

     -    During 2001, Simmonds Capital Limited converted its $2 million
          convertible debenture plus accrued interest of $194,195 partially
          offset by an amount payable to the Company of $82,469 into 2,111,726
          shares of common stock.

     -    During 2001, $1,524,550 of senior subordinated convertible debentures
          plus accrued interest of $55,324 were converted into 6,319,525 shares
          of common stock.

     -    During 2001, the purchaser of a former subsidiary confirmed its
          liability for $101,000 of the senior subordinated convertible
          debentures previously reflected as a liability by the Company.
          Accordingly, $101,000 plus related accrued interest of $2,430 was
          reflected as cancellation of debt.

     -    During 2001, the Company issued 10 million shares of its common stock
          as partial consideration for the purchase of certain intangible assets
          valued at $ -0-.

     -    During 2001, a portion of accounts payable in the amount of $416,821
          was satisfied by issuance of a note payable of $160,000 and issuance
          of 1.8 million shares of common stock valued at $180,000, resulting in
          a cancellation of debt of $76,821.

     -    During 2001, accrued directors' fees in the amount of $93,500 were
          satisfied by issuance of 626,000 shares of common stock.

     -    During 2001, a portion of accounts payable in the amount of $20,083
          was forgiven and was reflected in cancellation of debt.

     -    During 2001, the Company issued 160,000 shares of its common stock and
          375,000 shares of common stock were subscribed in settlement for
          services valued at $26,750.

     -    During 2001, $84,841 of accrued interest to convertible debenture
          holders was utilized to satisfy exercise of warrants.

--------------------------------------------------------------------------------
                            SEE ACCOMPANYING NOTES                          F-7.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

1.       DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

         GOING CONCERN BASIS OF PRESENTATION

         The consolidated financial statements have been prepared on a going
         concern basis, which contemplates the realization of assets and the
         liquidation of liabilities in the ordinary course of business. As shown
         in the accompanying financial statements, the Company has assets of
         $581,806, has a working capital deficit of $458,261 and a stockholders'
         deficiency of $171,010 at December 31, 2002. As a result, substantial
         doubt exists about the Company's ability to continue to fund future
         operations using its existing resources.

         In order to ensure the success of the new business, the Company will
         have to raise additional financing to satisfy existing liabilities and
         to provide the necessary funding for future operations.

         DESCRIPTION OF BUSINESS

         Pivotal Self-Service Technologies Inc. ("Pivotal" or the "Company"),
         formerly known as Wireless Ventures, Inc., conducts it business through
         a wholly-owned Canadian subsidiary Prime Battery Products Limited.
         ("Prime Battery"). Prime Battery distributes batteries and other
         ancillary products in North America. During the year ended December 31,
         2002, the Company acquired certain assets of DCS Battery Products
         Limited through a newly incorporated Prime Battery subsidiary (see note
         5).

         The Company also conducted its business during a part of fiscal 2002
         through another wholly-owned Canadian subsidiary known as Prime
         Wireless Inc. ("Prime Wireless"). The Company acquired all of the
         issued and outstanding Prime Wireless common shares on June 7, 2002 and
         disposed of the subsidiary on March 13, 2003 (see note 6b).

         Between June 2001 and February 2002, the business of Pivotal was
         conducted through a wholly-owned Canadian subsidiary called 4CASH ATM
         Services Canada Inc. ("4CASH"). 4CASH operated in the self-service
         technology sector (defined as the deployment of Automated Teller
         Machines, information kiosks and Point of Sale debit machines). During
         February 2002, the Board of Directors made the decision not to continue
         to pursue the self-service technology business plan. On March 5, 2002,
         the Company sold its wholly-owned subsidiary, 4CASH, to IRMG Inc.
         ("IRMG"), a private corporation controlled by the Company's former CEO
         and current CFO (see note 6a).

         Between October 1999 and June 2000, the business of the Company was
         conducted through its wholly-owned subsidiary, eieiHome.com Inc. Due to
         continuing operating losses, effective June 26, 2000 the Company sold
         all of the shares of eieiHome.com Inc.

         Subsequent to the sale of eieiHome.com Inc., at a special meeting of
         shareholders held on September 25, 2000, the Company changed its name
         from eieiHome.com Inc. to Wireless Ventures, Inc.

         On June 15, 2001, Pivotal acquired the 4CASH from IRMG and began to
         execute a business plan involved in the self-service technology sector.

--------------------------------------------------------------------------------
/CONTINUED...                                                               F-8.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

         On September 21, 2001, the Company changed its name from Wireless
         Ventures, Inc. to Pivotal Self-Service Technologies Inc. and increased
         the number of authorized shares from 75,000,000 to 150,000,000.

         The financial statements in 2002 include the accounts of the Company
         and its wholly-owned subsidiary Prime Battery. The operating results of
         Prime Wireless in 2002 and 4CASH in 2002 and 2001 have been classified
         as discontinued operations. The assets and liabilities of Prime
         Wireless and 4CASH have been separately disclosed as held for sale. All
         intercompany accounts and transactions are eliminated in consolidation.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Use of estimates

                  The preparation of consolidated financial statements in
                  conformity with generally accepted accounting principles
                  requires management to make estimates and assumptions that
                  affect the reported amounts of assets and liabilities and
                  disclosures of contingent assets and liabilities at the date
                  of the financial statements and the reported amounts of
                  revenue and expenses during the period. Actual results will
                  differ from these estimates.

         Revenue recognition

                  Revenue from product sale is recognized when the rights of
                  ownership of the product are transferred to the purchaser on
                  shipment or delivery and collection is reasonably assured.

         Shipping and delivery costs

                  The Company includes shipping and delivery costs in cost of
                  goods sold.

         Allowance for Doubtful Accounts

                  The Company records an allowance for doubtful accounts based
                  on specifically identified amounts that management believes to
                  be uncollectible. The criteria for allowance provision are
                  determined based on historical experience and the Company's
                  assessment of the general financial conditions affecting its
                  customer base. If the Company's actual collections experience
                  changes, revisions to the allowance may be required.

         Acquisitions and business combinations

                  The Company accounts for acquisitions and business
                  combinations under the purchase method of accounting. The
                  Company includes the results of operations of the acquired
                  business from the acquisition date. Net assets of the
                  companies acquired are recorded at their fair value at the
                  acquisition date. The excess of the purchase price over the
                  fair value of net assets acquired are included in intangible
                  assets in the accompanying consolidated balance sheets.

         Intangibles and goodwill

                  The Company regularly reviews all of its long-lived assets,
                  including goodwill and other intangible assets, for impairment
                  whenever events or changes in circumstances indicate that the
                  carrying value may not be recoverable. Factors

--------------------------------------------------------------------------------
/CONTINUED...                                                               F-9.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

                  the Company considers important that could trigger an
                  impairment review include, but are not limited to, significant
                  underperformance relative to historical or projected future
                  operating results, significant changes in the manner of use of
                  the acquired assets or the strategy for the Company's overall
                  business, and significant negative industry or economic
                  trends. When management determines that an impairment review
                  is necessary based upon the existence of one or more of the
                  above indicators of impairment, the Company measures any
                  impairment based on a projected discounted cash flow method
                  using a discount rate commensurate with the risk inherent in
                  our current business model. Significant judgement is required
                  in the development of projected cash flows for these purposes
                  including assumptions regarding the appropriate level of
                  aggregation of cash flows, their term and discount rate as
                  well as the underlying forecasts of expected future revenue
                  and expense. To the extent that events or circumstances cause
                  assumptions to change, charges may be required which could be
                  material.

         Investments

                  The Company's marketable securities are classified as
                  available-for-sale and are recorded at fair value. Available
                  for sale unrealized gains and losses, net of tax, are recorded
                  in stockholders' equity. Realized fair value gains or losses
                  and other than temporary declines in value, if any, are
                  reported in other income or expense as incurred.

         Advertising and marketing costs

                  The Company expenses the costs of advertising and marketing as
                  incurred. The Company did not incur any advertising and
                  marketing expenses for the years ended December 31, 2002 and
                  2001.

         Income taxes

                  The Company accounts for income taxes in accordance with
                  Statement of Financial Accounting Standards ("SFAS") No. 109,
                  Accounting for Income Taxes. Under SFAS No. 109, deferred tax
                  assets and liabilities are determined based on temporary
                  differences between the financial statement and tax bases of
                  assets and liabilities and net operating loss and credit
                  carryforwards using enacted tax rates in effect for the year
                  in which the differences are expected to reverse. Valuation
                  allowances are established when necessary to reduce deferred
                  tax assets to the amounts expected to be realized. A provision
                  for income tax expense is recognized for income taxes payable
                  for the current period, plus the net changes in deferred tax
                  amounts.

         Financial instruments

                  The fair values of the financial assets and liabilities are
                  indicated by their carrying value.

         Net loss per share

                  For both 2002 and 2001, net loss per share has been computed
                  using the net loss for the year divided by the weighted
                  average number of shares outstanding.

                  Diluted loss per share is not presented as the effects of
                  convertible debentures, warrants and options are
                  anti-dilutive.

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-10.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

         Foreign currency

                  The functional currency of the company is the U.S. dollar and
                  the functional currency of the wholly owned subsidiary located
                  in Canada is the Canadian dollar. Assets and liabilities of
                  this subsidiary are translated to U.S. dollars at year-end
                  exchange rates and income statement items are translated at
                  the exchange rates present at the time such transactions
                  arise. Resulting translation adjustments, if material, are
                  recorded as a separate component of accumulated other
                  comprehensive income, a component of stockholders' equity
                  (deficit). The net exchange differences resulting from these
                  translations were included in the statement of operations in
                  2001 and 2002. For both 2002 and 2001 such exchange
                  differences were not material.

         Comprehensive income

                  The only component of Comprehensive Income would be net
                  exchange differences arising from the translation of
                  Canadian dollar transactions as recorded in the statement of
                  operations. As described above for 2002 and 2001 these
                  differences were not material.

3.       MARKETABLE SECURITIES

         In 2000, the Company purchased 160,000 shares of common stock of a
         publicly-traded entity for $480,000. In 2001 the Company pledged the
         securities and granted power of attorney rights to dispose of the
         shares to the Company's attorneys as part of a settlement agreement on
         amounts owed (note 8a).

         During the year ended December 31, 2002 the market value of the
         securities declined from $16,000 to $1,600 and accordingly the Company
         recorded a realized loss of $14,400. Effective December 31, 2002, the
         Company reflected the transfer of ownership of the shares to the
         attorneys by offsetting the remaining value of the securities with
         amounts owed to the Company's counsel.

         During the year ended December 31, 2001 the market value of the
         securities declined from $33,000 to $16,000. Management determined that
         the decline in value of this investment was not of a temporary nature
         and accordingly the Company recorded a write down of $17,000 during the
         year ended December 31, 2001.

4.       NOTE RECEIVABLE

         On October 15, 2002, the Company entered into a letter of intent to
         acquire an exclusive license for the manufacture and sale of a new line
         of high-end stone like products in the United States from a third
         party. Subsequently the Company, with the consent of the third party
         opted not to pursue the opportunity. During 2002 the Company had
         advanced $40,000 to the third party. On December 6, 2002, the advances
         were converted to a note receivable secured by the Company retaining
         the exclusive rights for the products. The note is non-interest bearing
         and is due and payable on June 30, 2003.

5.       PRIME BATTERY ACQUISITION AND INTANGIBLE ASSET


         Effective November 1, 2002, the Company, through a newly incorporated
         wholly owned subsidiary named Prime Battery, acquired certain assets
         of DCS Battery Products Ltd. ("DCS Battery").

         DCS Battery is owned by a relative of the Company's Chief Executive
         Officer and one of its Directors.

         Under the terms of the agreement Prime Battery acquired assets as
         follows:

               -    All assets and intellectual property rights of DCS Battery
                    including all trademarks, tradenames, distribution
                    agreements with Konnoc Battery in

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-11.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

                    Canada and the United States of America, and all agreements
                    OR relationships with dollar stores in Canada and the United
                    States,
               -    All inventory, and
               -    All contracts, books and records.

         in exchange for:

               -    6,000,000 newly issued common shares of the Company's common
                    stock, and
               -    The right to earn an additional 2,000,000 newly issued
                    common shares of Pivotal for every $100,000 of net profit
                    earned by the Prime Battery business during the two year
                    period beginning on November 1, 2002 to a maximum of
                    10,000,000 additional shares.

         Under the terms of the agreement the Company also agreed as follows:

               -    To finance the newly acquired business with $126,780
                    (CAD$200,000) in cash,
               -    To share up to 50% of the net gross profit (subject to the
                    Prime Battery business earning a minimum gross profit of
                    15%) of the business with A.C. Simmonds and Sons ("ACS" an
                    entity also owned by a relative of the Company's Chief
                    Executive Officer) in exchange for management, distribution
                    and logistical services provided by ACS to the Prime
                    Battery business, and
               -    To sell any battery products to ACS intended to be sold to
                    industrial accounts at cost plus 10%.

         During the year ended December 31, 2002 the Company opted not to
         acquire any of the inventories owned by DCS Battery for its own
         account. All inventory transferred between DCS Battery and the Company
         was sold to third parties.

         The purchase price has been allocated to intangible assets and
         represents the trade name and other intellectual property associated
         with the acquisition. Management has valued the Prime Battery
         intangible assets at $240,000 based on the share price of the Company's
         common stock on December 31, 2002.

6.       DISCONTINUED OPERATIONS

         In 2002, the Board of Directors made the decision to focus the business
         of the Company on the battery distribution business unit.

         During the first quarter of 2002 the Board of Directors committed to
         sell or close down the 4CASH subsidiary primarily due to the
         incremental financing that would be required to make the business
         successful. Two of the Company's directors, through a company they
         controlled IRMG Inc. ("IRMG") offered to acquire the subsidiary. The
         4CASH subsidiary was sold to IRMG on March 5, 2002.

         During the fourth quarter of 2002, the Company committed to a plan ,
         approved by the Board of Directors prior to year end, to dispose of the
         Prime Wireless subsidiary. Management initiated an active plan to sell
         the subsidiary at a price in relation to its market value and held
         discussions with a prospective buyer. The Company came to terms on a
         transaction and sold the subsidiary on March 13, 2003.

         The Company has accounted for the disposition of 4CASH and Prime
         Wireless in accordance with Financial Accounting Standards Board
         ("FASB") Statement No. 144.

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-12.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

         Under FASB No. 144 the net gain or loss from the disposition of these
         assets is classified as discontinued operations in the Consolidated
         Statements of Operations and the assets and liabilities of 4CASH and
         Prime Wireless are separately disclosed as held for sale in the
         Consolidated Balance Sheets.

         Accounting for the discontinued operations is summarized below:
<TABLE>
<CAPTION>

                                                                            2002            2001

                 <S>                                                     <C>             <C>
                 Loss from 4CASH operations                               (4,247)         (48,131)
                 Income from Prime Wireless operations                    23,160                -
                                                                     -----------      -----------
                 Income (loss) from operations of discontinued
                 operations, net of tax                                   18,913          (48,131)

                 Gain from management fee forgiveness                     54,037           20,083

                 Effect of disposal of 4CASH                              52,378                -
                 Loss from write off of 4CASH advances                   (13,375)               -
                                                                     -----------      -----------
                 Gain on disposal of subsidiary, net of tax               39,003                -
                                                                     -----------      -----------

                 Income (loss) from discontinued operations              111,953          (28,048)
                                                                     -----------      -----------
</TABLE>

         (a)      4CASH ACQUISITION AND DISPOSITION

         On June 15, 2001, the Company acquired certain intangible assets of
         4CASH from IRMG (an affiliated entity by virtue of its ownership
         position in the Company) through an asset purchase agreement. Pursuant
         to the Asset Purchase Agreement, the Company issued 10 million shares
         of its common stock to IRMG and issued warrants to purchase 1.1 million
         common shares at $0.10 per share to the President of IRMG. In addition,
         (1) the Company issued three-year warrants to IRMG to purchase 5
         million common shares at $0.10 per share which vest subject to the
         achievement of cumulative net profits from the date of closing and (2)
         subject to achieving cumulative pre-tax net profits of $1 million
         within 2 years from closing, the Company agreed to issue an additional
         10 million common shares to IRMG. The Company also agreed to enter into
         a 3-year management services agreement with IRMG under which IRMG would
         provide certain management services to the Company. The historical cost
         basis of the intangible assets acquired amounted to $-0- and,
         accordingly, no value was assigned to the assets acquired or the
         consideration paid.

         On March 5, 2002, the Company entered into an agreement whereby the
         4CASH subsidiary was sold back to IRMG. In exchange for the 4CASH
         subsidiary, IRMG and certain directors of IRMG agreed to surrender and
         cancel; 1) its rights to obtain an additional 10 million common shares
         subject to achieving certain net profit levels, and 2) warrants to
         purchase 6.1 million shares as originally issued as part of the
         acquisition in June 2001. The original 10 million shares of the
         Company's common stock issued in the purchase transaction in June 2001
         were retained by IRMG.

         The discontinued operations of 4CASH are summarized as follows:
<TABLE>
<CAPTION>

                                                                            2002            2001
                 <S>                                                      <C>            <C>
                 Revenues                                                    729            2,499
                                                                     -----------      -----------
</TABLE>

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-13.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
<TABLE>
                 <S>                                                      <C>            <C>
                 Expenses
                      Direct costs                                           295            1,016
                      Selling, general and administrative                  4,546           49,205
                      Depreciation                                           135              409
                                                                     -----------      -----------
                                                                           4,976           50,630
                                                                     -----------      -----------

                             Net loss from discontinued operations        (4,247)         (48,131)
                                                                    ============     ============
</TABLE>

         Under the terms of the sale of the 4CASH subsidiary to IRMG, IRMG
         granted the Company an option to satisfy, for full and complete
         settlement, the outstanding fees under the management services
         agreement, totalling approximately $104,350, owed to IRMG for a cash
         payment of $15,753 (CAD$25,000). During the year ended December 31,
         2002 the payment was made and the Company recorded a $34,560 credit to
         general and administrative expenses in respect of expenses previously
         recorded in 2002. Additionally $54,037 was recorded as a gain from
         forgiveness of management fees representing fees accrued in prior
         years.

         On March 5, 2002 as a result of the disposition of 4CASH the Company
         recorded the effect of the disposal of $52,378 (representing primarily
         net losses of the subsidiary while owned by the Company) and wrote off
         advances and intercompany amounts totalling $13,375 made by the
         Company to 4CASH since June 2001.

         During 2001 IRMG forgave management fees of $185,083 which was recorded
         as a $165,000 reduction of management fees expense for the year ended
         December 31, 2001 and $20,083 as a gain on forgiveness of accrued
         management fees.

        (b)      PRIME WIRELESS ACQUISITION AND DISPOSITION

         On June 7, 2002, the Company purchased all of the issued and
         outstanding common shares of Prime Wireless from an affiliate in
         exchange for:

        (1)  $40,000 in cash,
        (2)  A non-interest bearing note payable for $120,000 payable over 5
             years at $2,000 per month commencing July 1, 2002 (this note has
             been discounted to $106,000 representing its present value using
             a 5% discount rate), and
        (3)  Fifty percent (50%) of all net proceeds from the sale of any
             related asset payable 30 days after receipt of funds, such assets
             are recorded on the Company's books at a nominal value.

         Prime Wireless, prior to the acquisition was, owned by a shareholder
         of the Company.

         Accounting for the acquisition is summarized as follows:

<TABLE>
                           <S>                                                  <C>
                           Net working capital assets acquired                  $       29,526

                           Intangible assets acquired                                  116,474
                                                                                --------------
                           Purchase consideration                               $      146,000
                                                                                ==============
</TABLE>

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-14.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

         The excess of purchase price over net assets acquired has been
         allocated to intangible assets and represents mainly tooling, trade
         name and intellectual property associated with the acquisition.

         Subsequent to the end of the year, on March 13, 2003, the Company
         disposed of its investment in Prime Wireless and related assets to
         another publicly traded company in exchange for 1,500,000 common shares
         of the purchaser (of which 750,000 shares were transferred, pursuant to
         the June 7, 2002 purchase and sale agreement, to the related party that
         the Company acquired Prime Wireless from).

         The proforma financial operating results, assuming the Prime Wireless
         acquisition was made as of the January 1, 2001, have not been included
         herein due to the sale of Prime Wireless subsequent to year end and
         as that proforma information would not materially add to the
         disclosure.

         The discontinued operations of Prime Wireless are summarized as
         follows:
<TABLE>

                 <S>                                                        <C>
                 Revenues
                      Commission income                                      65,923
                      Sales                                                     255
                                                                            -------
                 Total revenues                                              66,178
                 Less:
                      Cost of sales                                             200
                                                                            -------
                 Gross profit                                                65,978

                 Operating expenses                                          42,631
                                                                            -------
                 Operating income                                            23,347

                      Depreciation                                              187
                                                                            -------
                       Net income from discontinued operations               23,160
                                                                            =======
</TABLE>

         In accordance with FASB Statement No. 144 the major categories of
         Prime Wireless assets and liabilities held for sale as at December 31,
         2002 were as follows:

<TABLE>
                 <S>                                                 <C>

                Cash                                                 $          836
                Accounts receivable                                          22,913
                                                                     --------------
                Assets of discontinued operations - current          $       23,749
                                                                     --------------

                Equipment, net                                       $          777
                Intangible assets                                           116,474
                                                                     --------------
                Assets of discontinued operations - non current      $      117,251
                                                                     --------------

                Liabilities of discontinued operation - current
                - accounts payable                                   $       19,600
                                                                     --------------
</TABLE>

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-15.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

7.       SENIOR SUBORDINATED CONVERTIBLE DEBENTURES

         The senior subordinated convertible debentures totalling $141,500 at
         December 31, 2002, are subordinated to all other indebtedness, and bear
         interest at 8% payable in arrears annually commencing March 6, 2001.
         The principal portions mature on March 6, 2005. Each $0.25 of principal
         is convertible into one share of common stock and one three year
         warrant (see note 12) to purchase an additional share of common stock
         at an exercise price of $0.50 per share. Management had determined that
         the value attached to the conversion feature and the related warrants
         is insignificant and, therefore has not made an adjustment to the
         debentures' carrying amount for these features. Interest expense on
         these notes during 2002 and 2001 amounted to $11,320 and $74,516,
         respectively. No payments of interest have been made by the Company.
         The notes are technically in default and therefore have been classified
         as current liabilities.

         During the year ended December 31, 2001, $1,524,550 of senior
         subordinated convertible debentures plus accrued interest of $55,324
         was converted to 6,319,525 common shares. Also, certain accrued
         interest was effectively repaid during the year upon the exercise of
         warrants under the revised warrant exercise offer as discussed in
         notes 10 and 12. In addition, the Company recorded the cancellation of
         $101,000 of existing debentures during the year as confirmation was
         received during the year that the debenture liability had been
         transferred to the purchaser of eieiHome.com Inc. (note 1)

8.       NOTES PAYABLE

<TABLE>
                   <S>                                                    <C>
                   Non-interest bearing note payable (a)                  $     155,000

                   90 day note payable - director (b)                            63,387

                   90 day note payable - affiliate (b)                           63,387

                   5 year non-interest bearing note payable (c)                 106,000
                                                                          -------------

                          Total                                           $     387,774

                   Less: current portion                                        317,774

                   Long term portion (c)                                  $      70,000
                                                                          =============
</TABLE>

        (a)     During the year ended December 31, 2001, the Company
                restructured a $416,821 payable with a creditor, whereby $76,821
                was forgiven (see note 11), $180,000 was satisfied through the
                issuance of 1.8 million shares of the Company's common stock,
                and a note payable of $160,000 was issued. The note is
                non-interest bearing and is repayable with progressively
                increasing payments over a period of 15 months with final
                payment due in December 2002. The Company's marketable
                securities have been pledged as security for the note payable
                (see note 3). The Company is currently in default of the
                agreed-upon payment terms.

        (b)     On November 12, 2002, a director and an affiliate of the Company
                each provided $63,387 (CAD$100,000) 90-day loans to the Company.
                Under the terms of the agreements the lenders will receive a 5%
                fee of the amount borrowed, monthly interest of 2% of the
                balance borrowed (24% on an annual basis), warrants to purchase
                1,000,000 common shares at $0.01 per share for each 30 days the
                loan is outstanding and another 5% of the loan balance if not
                repaid in 90 days.

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-16.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

        (c)     On June 7, 2002, the Company issued a non-interest bearing note
                payable to an affiliate for $120,000 payable over 5 years at
                $2,000 per month commencing July 1, 2002 (this note has been
                discounted to $106,000 representing its present value using a 5%
                discount rate). The Company issued this note as part of the
                acquisition of Prime Wireless that was later disposed of on
                March 13, 2003 (note 6b).

9.       RELATED PARTY TRANSACTIONS

         Amounts due to/from related parties, which are included in accounts
         payable, generally result from transactions with companies under
         common control and are non-interest bearing with no specific terms for
         repayment. As at December 31, 2002 $27,356 was due to related parties.

         During 2001, IRMG provided management services to the Company. The
         agreement was renegotiated and fees charged during 2001 amounted to
         $162,800. The parties have informally agreed that monthly fees will be
         charged at $19,300 beginning November 1, 2001 to February 22, 2002. In
         conjunction with the sale of 4CASH, the agreement was terminated
         effective February 22, 2002. Subsequent to February 22, 2002 a
         shareholder and officer of IRMG agreed to provide consulting services
         to the Company on an hourly basis for the period up to October 31, 2002
         and for the period after October 31, 2002 for a monthly fee of $1,585
         (CAD$2,500).

         During 2002, the Company acquired certain assets of DCS Battery from
         DCS Battery Products Ltd. an entity owned by a relative of the
         Company's Chief Executive Officer and one of its Directors and
         agreed to share a portion of the gross profit earned from sales
         generated by these assets with ACS (note 6). During 2002 ACS earned
         $8,168 (CAD$12,886) under this agreement, all of which remained unpaid
         at December 31, 2002.

         During 2002, the Company also entered into a management services
         agreement with a shareholder of DCS Battery who is also related to the
         Company's Chief Executive Officer. Under the terms of the agreement the
         Company will pay $4,754 (CAD$7,500) per month for the services.

         In November 2002, a director of the Company provided a $63,387
         (CAD$100,000) 90 day loan to the Company (see note 8). In addition, a
         shareholder of an affiliate of the Company provided another $63,387
         (CAD$100,000) loan on the same basis. These loans were issued in the
         normal course of business with terms as described in Note 8.

10.      NON-CASH FINANCING EXPENSE

         During the year ended December 31, 2002, the Company issued warrants to
         purchase 2,000,000 common shares of the Company at $0.01 per share to
         related parties who had provided short term loans to the Company (note
         8b and 12). The warrants are immediately exercisable and have a term to
         expiry of the later of December 31, 2004 or 90 days after the
         effectiveness of a registration statement. Management has valued the
         warrants, using a Black-Scholes pricing model at an aggregate value of
         $92,000.

         Management used the following assumptions in the valuation;
         1) expected life of 2.1 years, 2) 5% risk free interest rate, 3)
         expected volatility of 183.6% based on twenty share price observations
         between May 2001 and December 2002, and 4) 0% expected dividend yield.
         Accordingly, $92,000 has been recorded as a non-cash financing expense
         during the year ended December 31, 2002.

         During the year ended December 31, 2001, as an incentive to senior
         subordinated convertible debenture holders to convert their debentures
         to common stock (Note 7), the Board of Directors approved a special
         resolution. Upon the conversion of the debenture to shares

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-17.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

         of the Company's common stock, the warrant exercise price would be
         reduced from $0.50 to $0.05 per share for warrants exercised through
         July 31, 2001.

         The Board of Directors approved another resolution, also during 2001,
         to further enhance the offer as an incentive to debenture holders to
         convert and exercise their warrants. Under the revised offer, debenture
         holders who chose to convert their debenture and exercise their
         warrants had the total costs of the warrants reduced by the accrued
         interest to date. In effect, the accrued interest was paid to the
         debenture holders if they exercised their warrants. This offer expired
         on September 30, 2001. As a result, approximately 5,100,000 warrants
         were exercised in 2001 at the reduced price of $0.05 per share. In
         addition, the Company agreed to issue approximately 440,000 shares of
         its common stock (valued at $0.05 per share) to stockholders who
         exercised their warrants prior to the enhanced offer. In connection
         with these warrant exercises, the Company recorded a non-cash financing
         expense in the amount of $2,317,594.

11.      EXTRAORDINARY ITEM

         The Company recorded a gain from cancellation of indebtedness of
         $180,251 as an extraordinary item during the year ended December 31,
         2001. The balance includes $103,430 of debentures payable and accrued
         interest payable that was transferred from the Company to the purchaser
         of eieiHome.com Inc. During 2001, the purchaser of eieiHome.com Inc.
         confirmed its liability for debentures with principal balance of
         $101,000 and corresponding accrued interest of $2,430. The balance also
         includes $76,821 that resulted from a settlement with the Company's US
         legal counsel on amounts owed for services provided.

12.      CAPITAL STRUCTURE

         Capital stock

                  The Company is authorized to issue up to 150,000,000 common
                  shares.

         Common stock subscribed

                  During 2002, 6,637,500 shares of the Company's common stock
                  valued at $252,750 have been subscribed (6,000,000 of which
                  are to be issued in an acquisition made by the Company as
                  described in note 5).

         Voting rights

                  The holders of shares of common stock are entitled to receive
                  notice of, attend and vote at all meetings of the
                  stockholders. Each share of common stock carries one vote at
                  such meetings.

         Warrants

                  The following is a summary of warrant activity for 2002 and
                  2001:

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-18.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Number of Shares to
                                                            Purchase under Warrants             Expiry Date
                                                           -------------------------      ---------------------------
                  <S>                                              <C>                    <C>
                  Balance, December 31, 2000                        5,000,000
                  Issued                                           12,419,525             Between July 31, 2001
                                                                                          and July 31, 2004
                  Exercised                                        (5,092,010)
                                                                   ----------
                  Balance, December 31, 2001                       12,327,515
                  Issued                                            2,000,000             December 31, 2004(1)
                  Surrendered and cancelled                        (6,100,000)
                  Exercised                                                 -
                                                                   ----------
                   Balance, December 31, 2002                       8,227,515
</TABLE>

                  (1) Warrants issued on December 12, 2002 expire on the later
                  of December 31, 2004 or 90 days after the effectiveness of a
                  registration statement.

                  Warrants outstanding at December 31, 2002 are summarized as
                  follows:

<TABLE>
<CAPTION>
                        Number               Price           Year of Issue      Vesting Period            Term
                   -----------------    ----------------    ---------------    -----------------    ----------------
<S>                   <C>            <C>                        <C>                <C>                    <C>
                      5,000,000      $           0.50           1999               Immediately             5 years
                      1,227,515                  0.50           2001               Immediately             3 years
                      2,000,000                  0.01           2002               Immediately             2 years(1)
                      ---------
                      8,227,515
                      ---------
</TABLE>

                  Should all outstanding warrants be exercised, the total
                  additional consideration available to the Company is
                  approximately $3,133,758. A maximum of 8,227,515 common shares
                  would be issued.

                  In 2002, 2,000,000 warrants were issued to related parties
                  pursuant to the terms of loan agreements (note 8b and 10). The
                  Company has determined the fair value of these warrants to be
                  $92,000 and accordingly has recorded a charge to non-cash
                  financing expense during the current period.

                  Also, 6,100,000 warrants issued to IRMG in 2001 were
                  subsequently cancelled in 2002 (see note 6a).

                  During 2001, in connection with the conversion of debentures
                  along with of accrued interest into common stock, the Company
                  issued warrants to purchase 6,319,525 shares of common stock
                  at $0.50 per share. During 2001, 5,092,010 of these warrants
                  were exercised (see note 10). Accordingly, 1,227,515 warrants
                  remain outstanding at December 31, 2002. Management has
                  determined that the value attached to the warrants is
                  insignificant and therefore no amount has been recorded in the
                  accounts.

                  In 1999, 5,000,000 five-year warrants to purchase an aggregate
                  of 5,000,000 common shares, at exercise prices of between $1
                  per share and $3 per share, were issued to a stockholder. As
                  part of the agreement to convert debentures into equity in
                  2001, the exercise price of the warrants was reduced to $0.50,
                  the expiration was revised to December 31, 2004 and all
                  warrants became immediately exercisable.

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-19.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

         Stock options

                  In connection with the Company's reorganization in 1999, the
                  2000 stock option plan (2000 Plan) was established. The
                  Company reserved a maximum of 3,000,000 options to be issued
                  under the 2000 Plan.

                  Options granted under both plans are being accounted for under
                  Accounting Principles Board Opinion No. 25 (APB Opinion No.
                  25), "Accounting for Stock Issued to Employees". All options
                  have been granted at a price equal to or greater than the fair
                  value of the Company's common stock at the date of the grant.

                  The following is a summary of stock option activity for 2002
                  and 2001:

<TABLE>
<CAPTION>
                                                                                        2000 Plan
                                                                       ---------------------------------------------
                                                                                                    Weighted
                                                                                                     Average
                                                                                                    Exercise
                                                                            Shares                    Price
                                                                       ------------------      ---------------------

                  <S>                                                        <C>                <C>
                  Balance, December 31, 2000                                  1,750,000         $       0.25
                  Surrendered and cancelled                                  (1,500,000)                0.25
                  Granted                                                     1,500,000                 0.10
                                                                             -----------
                   Balance, December 31, 2001                                  1,750,000         $       0.12
                  Surrendered and cancelled                                    (500,000)                0.10
                  Expired                                                      (100,000)                0.10
                                                                             -----------
                  Balance, December 31, 2002                                  1,150,000         $       0.13
</TABLE>

                  During the year 2001, as part of a restructuring of management
                  of the Company, 1,500,000 options issued to former directors
                  were surrendered. Additionally in 2001, 1,500,000 options were
                  issued to current and former directors and to employees.

                  During the year 2002, 500,000 options issued in 2001 to
                  directors were returned to the Company. In addition 100,000
                  options issued in 2001 to employees were amended to expire on
                  December 31, 2002 and expired unexercised.

                  Options outstanding at December 31, 2002 are summarized as
                  follows:
<TABLE>
<CAPTION>
                        Number               Price           Year of Issue      Vesting Period            Term
                   -----------------    ----------------    ---------------    -----------------    ----------------
                     <S>             <C>         <C>            <C>                <C>                <C>
                        250,000      $           0.25           2000               Immediately        3 to 5 years
                        500,000                  0.10           2001                   2 years            10 years
                        400,000                  0.10           2001               Immediately             3 years
                     ----------
                      1,150,000
                     ----------
</TABLE>

                  At December 31, 2002, options exercisable according to the
                  vesting period amounted to 962,500 with a weighted average
                  exercise price of $0.14. The weighted average remaining
                  contractual life of options outstanding and exercisable was
                  4.8 years and 4.0 years, respectively at December 31, 2002.

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-20.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

                  In 2001, the fair value of the options granted in 2001 was
                  estimated at $-0. There were no options granted during 2002.
                  The fair value has been estimated on the date of grant using
                  the Black-Scholes option-pricing model with the following
                  weighted average assumptions, dividend yield of 0%; expected
                  volatility of 0%; risk-free interest rate of 6%; and expected
                  life of 3 to 5 years.

13.      INCOME TAXES

         The deferred tax asset results from net operating loss carryforwards
         (for U.S. tax purposes) which approximate $1,700,000 as of December
         31, 2002 and expire in the years 2019 and 2020. Under certain
         conditions and subject to certain limitations, these operating losses
         may be utilized to offset future taxable income.

         The deferred tax asset and valuation allowance at December 31, 2002
         are as follows:

<TABLE>
<CAPTION>
                 <S>                                                 <C>
                 Deferred tax assets resulting from
                   operating loss carryforwards                      $    579,000
                 Valuation allowance                                      (579,000)
                                                                     -------------
                                                                     $           -
                                                                     -------------
</TABLE>

         The Company has recorded a 100% valuation allowance against the
         deferred tax assets due to uncertainties surrounding their
         realization. The change in the valuation allowance from 2001 to 2002
         is not material.

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-21.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

14.      COMMITMENTS AND CONTINGENCIES

         Commitments

         The Company was committed under an operating lease for rental of
         premises to July 30, 2002. Monthly lease payments approximate $6,800.
         During 2001, certain monthly payments due under the lease were assumed
         by IRMG. Subsequent to December 31, 2001, the Company and the landlord
         entered into an agreement to terminate the lease whereby the landlord
         is to receive $15,850 in cash and 541,300 shares of the Company's
         common stock. The Company has not made the cash payment and is in
         default under the agreement at December 31, 2002. The amount remains
         accrued in the balance sheet.

         In October 2002, the Company entered into a vehicle lease extension
         agreement under which the Company will pay monthly lease payments of
         approximately $1,123 until October 31, 2004.

         Subsequent to the end of the year, on January 31, 2003, the Company
         entered into an office lease with an entity that an officer and
         director of the Company is a shareholder in. The Company is committed
         under the lease agreement for rental payments until January 31, 2004.
         Minimum monthly lease payments are approximately $951.

         Contingencies

         During 2001, the President of an entity the Company planned to acquire
         in 2001, had requested that the Company return the sum of $200,000,
         which he paid to purchase 200,000 shares of the Company's common stock
         in a private transaction (facilitated by the Company) in October 2000.
         The Company received $200,000 from the seller of the shares, which
         shares had been pledged to the Company as security for other
         obligations. The individual registered complaints about the Company's
         conduct with certain regulatory authorities, including the Securities
         and Exchange Commission. The SEC requested certain information from the
         Company, which the Company provided. During the year ended December 31,
         2002 the Company settled the disagreement with this individual by
         allowing him to participate in a $.02 private placement.

15.      SEGMENT INFORMATION

         During the year the Company operated primarily in one segment - the
         purchase and sale of batteries. All other businesses are categorized
         as discontinued operations.

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-22.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

16.      SUBSEQUENT EVENTS

         In addition to the sale of Prime Wireless described in note 6b the
         events occuring subsequent to December 31, 2002 are as follows:

         Loan Agreement

         On January 23, 2003, subsequent to the end of the year, the Company
         entered into loan and security agreements with a third party to borrow
         up to $253,560 (CAD$400,000) to finance the working capital
         requirements of the Prime Battery business. Under the terms of the
         agreements the lender provided a 90 day loan in exchange for a $2,536
         (CAD$4,000) facility fee and interest payable at 18% per annum. The
         Company provided inventory, accounts receivable and other personal
         property as security for the loan.

         On March 14, 2003, the Company and the lenders mutually agreed to
         increase the limit of the loan to $412,035 (CAD$650,000) and to extend
         the term of the loan to May 23, 2003 in exchange for a $7,924
         (CAD$12,500) extension fee.

         Joint Venture

         On March 1, 2003, the Company entered into a joint venture agreement
         with Collectible Concepts Group, Inc. to market batteries and related
         products that include various licensed logos, images and brand names.
         Under the terms of the agreement the Company will own 50% of the joint
         venture. The joint venture will operate under the name MightyCell.

         Amendment to DCS Battery Asset Purchase Agreement

         On April 1, 2003 the Company and vendor of the DCS Battery Assets
         agreed to amend the November 1, 2002 (note 5) purchase agreement as
         follows:

          -    ACS (note 5) will no longer provide logistic operations to Prime
               Battery, and

          -    The former owner of DCS Battery will become the exclusive sales
               agent to certain Canadian retailers, distributors, etc., and
               will receive a commission based on net margins on DCS Battery
               customers as follows:

               -    8% on gross margins of 25% or less,

               -    9% on gross margins between 25% and 35%,

               -    10% on gross margins above 35%, and

--------------------------------------------------------------------------------
/CONTINUED...                                                              F-23.

<PAGE>

                     PIVOTAL SELF-SERVICE TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------

17. ECONOMIC DEPENDENCE

         During 2002 the Company derived 98% of its revenue from two customers.
         The following table summarizes revenues from customers during 2002:

<TABLE>
                  <S>                        <C>                    <C>
                  Customer A                 $150,302               78%
                  Customer B                   38,173               20%
                  All others                    5,448                2%
</TABLE>

         During 2002, the Company purchased 99% of its purchases from two
         suppliers. The following table summarizes purchases from suppliers
         during 2002:

<TABLE>
                  <S>                        <C>                    <C>
                  Supplier A                 $136,125               71%
                  Supplier B                   53,557               28%
                  All others                    2,024                1%
</TABLE>

18.      COMPARATIVE FIGURES

         The comparative figures have been reclassified in accordance with the
         current year presentation.

--------------------------------------------------------------------------------
                                                                           F-24.

<PAGE>

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

         On February 26, 2003, Pivotal Self-Service Technologies Inc. dismissed
PKF, Certified Public Accountants, A Professional Corporation ("PKF") as its
principal accountants. Such action had been previously approved by the
Registrant's Board of Directors. PKF's reports on the financial statements of
the company for the past two years did not contain an adverse opinion or
disclaimer of opinion, and were not modified as to audit scope or accounting
principles. PKF's reports dated April 9, 2002 and April 5, 2001 each contained a
paragraph expressing substantial doubt about the Registrant's ability to
continue as a going concern. From the time of PKF's appointment as the company's
auditors on April 2, 2001 through February 26, 2003, there had been no
disagreements with PKF on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PKF, would have caused it
to make reference to the subject matter of the disagreements in connection with
its reports. During the two most recent fiscal years and through February 26,
2003 there have been no reportable events.

         On February 26, 2003, the Registrant retained Mintz & Partners LLP of
Toronto, Ontario, as the company's independent accountants to conduct an audit
of the Registrant's financial statements for the fiscal year ended December 31,
2002. This action was previously approved by the Registrant's Board of
Directors.

                                       14

<PAGE>

                                    PART III

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

         BRIAN USHER-JONES, 56, Director, was appointed to the Board on June 15,
2001. Mr. Usher-Jones has been a merchant banker since 1995 and was the former
President of MB Capital Corporation and Thomson Kernaghan Co. Ltd., a brokerage
house in Toronto, Ontario. Mr. Usher-Jones currently serves as a director of
various public companies including Xplore Technologies Corp. and Calvalley
Petroleum Inc.

         JOHN G. SIMMONDS, 51, CEO and Director, has served as a Director of
the Company since October 15, 1999. Mr. Simmonds was appointed CEO of the
Company on February 22, 2002. Mr. Simmonds is an entrepreneur with several
years' experience in the wireless communications industry. Mr. Simmonds has
been involved in many business opportunities including distribution, golf
course development, gaming, wireless products, and manufacturing. Mr.
Simmonds founded Simmonds Capital Limited in 1991 and also launched
TrackPower Inc. (OTCBB: TPWR) in 1998. Mr. Simmonds principal occupation
since 1991 was CEO of Simmonds Capital Limited and since January 1998 CEO of
TrackPower Inc. Mr. Simmonds is a director of TrackPower, Inc. and has served
on several boards during his business career.

         GARY N. HOKKANEN, 47, CFO since July 5, 2001. Mr. Hokkanen, who holds a
Bachelor of Arts degree from the University of Toronto and is a Certified
Management Account, is interim CFO of the Company. Mr. Hokkanen is also a
Director and Officer of IRMG, a Toronto based management consulting firm. Mr.
Hokkanen was CFO of Simmonds Capital Limited from July 1998 to January 2001 and
was CFO of Trackpower Inc from February 1998 to June 2001. For the period April
1996 to July 1998, Mr. Hokkanen was Treasurer of Simmonds Capital Limited. Mr.
Hokkanen was a Director of the Company beginning on July 5, 2001 until his
resignation on February 22, 2002.

         CARRIE J. WEILER, 44, Secretary. Ms. Weiler was appointed Secretary of
the Company in 2002. Ms. Weiler joined the Simmonds Capital Limited group of
companies in 1979. Ms. Weiler was promoted to Vice President of Corporate
Development for Simmonds Capital Limited and its divisions in 1994. Ms. Weiler
continues to serve as a key liaison between the various committees and the Board
of Directors.

                                       15

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                                                                                      Long-Term
                                                 Annual Compensation                 Compensation
                                                 -------------------                 ------------
                                                                                        Awards            Payouts
                                                                                        ------            -------
                                                                   Other Annual                          All Other
Name and Principal           Year       Salary        Bonus        Compensation         Options         Compensation
Position                                 ($)           ($)             ($)                (#)               ($)
-----------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>           <C>            <C>                <C>               <C>
John G. Simmonds             2002        ---           ---             ---                ---               ---
Chief Executive              2001        ---           ---             ---              250,000             ---
Officer(1)(2)(3)             2000        ---           ---             ---              300,000             ---
-----------------------------------------------------------------------------------------------------------------------

Gary N. Hokkanen,  Chief     2002        ---           ---             ---                ---             10,340
Financial                    2001        ---           ---             ---              250,000             ---
Officer(4)(2)(3)(5)          2000        ---           ---             ---              150,000             ---
-----------------------------------------------------------------------------------------------------------------------

Paul K. Hickey (6)           2002        ---           ---             ---                ---               ---
                             2001        ---           ---             ---              100,000             ---
                             2000        ---           ---             ---              300,000             ---
-----------------------------------------------------------------------------------------------------------------------

Angelo G. MacDonald (7)      2002         ---          ---             ---                ---               ---
                             2001        ---           ---             ---              100,000             ---
                             2000       38,000         ---             ---              400,000             ---
-----------------------------------------------------------------------------------------------------------------------

David C. O'Kell, (8)(2)      2002        ---           ---             ---                ---               ---
                             2001        ---           ---             ---              100,000             ---
                             2000        ---           ---             ---              300,000             ---
-----------------------------------------------------------------------------------------------------------------------

Stephen L. Cussons (9)(5)    2002        ---           ---             ---                ---               ---
                             2001        ---           ---             ---              250,000             ---
                             2000        ---           ---             ---                ---               ---
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Mr. Simmonds was appointed CEO of the Company on July 10, 2000 and resigned
     on March 23, 2001. The 300,000 options granted to Mr. Simmonds in his
     capacity as a director in 2000 were returned to the Company on June 15,
     2001. Mr. Simmonds was reappointed CEO of the Company on February 22, 2002.

(2)  For the period October 15, 1999 to December 31, 2000 the services of Mr.
     Hokkanen, Mr. O'Kell and Mr. Simmonds were provided to the Company as part
     of the services pursuant to the management services contract with Simmonds
     Capital Limited ("SCL") pursuant to which the Company paid SCL a fee of
     $15,000 per month for certain management services including the part time
     services of Mr. Hokkanen, Mr. O'Kell, and Mr. Simmonds.

(3)  For the period January 1, 2001 to June 15, 2001 the Company agreed to pay
     IRMG $15,000 per month for certain management services including the part
     time services of Mr. Hokkanen and Mr. Simmonds.

(4)  Mr. Hokkanen served as CFO of the Company from October 15, 1999 to March
     23, 2001 and was reappointed CFO on July 5, 2001. Mr. Hokkanen also served
     as Secretary for the period July 5, 2001 to February 22, 2002. The 250,000
     options granted to Mr. Hokkanen in his capacity as a director during 2001
     were returned to the Company on February 22, 2002. Mr. Hokkanen received
     $10,340 in fees for financial consulting services during the year ended
     December 31, 2002.

(5)  For the period June 15, 2001 through October 31, 2001, the Company agreed
     to pay IRMG for the full time services of Mr. Cussons and Mr. Hokkanen at a
     rate of $55,000 per month. For the period November 1, 2001 to February 22,
     2002 IRMG agreed to a reduced rate of $19,300 per month. IRMG agreed to
     write-off the majority of the fees accrued prior to October 31, 2001.

(6)  Mr. Hickey served as interim CEO from August 10, 1999 to October 15, 1999
     and interim CEO and CFO from March 23, 2001 to June 15, 2001. The 300,000
     options granted to Mr. Hickey in his capacity as a director in 2000 were
     returned to the Company on June 15, 2001 and replaced with 100,000 options.

(7)  Effective November 1, 1999 Mr. MacDonald was appointed CEO of the Company
     with an annual salary of $114,000. Mr. MacDonald resigned as CEO on July
     10, 2000. Mr. MacDonald was granted 700,000 options during the fiscal year
     ended December 31, 2000. Three hundred thousand (300,000) were granted in
     his capacity as a director of the Company and 400,000, vesting over three
     years, were granted in his capacity as CEO. As a result of his resignation
     as CEO 300,000 of the options granted in his capacity as CEO expired. The
     300,000 options granted to Mr. MacDonald in his capacity as a

                                       16

<PAGE>

     director in 2000 were returned to the Company on June 15, 2001 and
     replaced with 100,000 options. Mr. MacDonald also served as Secretary from
     November 21, 2000 to June 15, 2001.

(8)  Mr. O'Kell served as Secretary from October 15, 1999 to November 21, 2000.
     The 300,000 options granted to Mr. O'Kell in his capacity as a director in
     2000 were returned to the Company on June 15, 2001 and replaced with
     100,000 options.

(9)  Mr. Cussons was CEO of the Company from June 15, 2001 to February 22, 2002.
     The 250,000 options granted to Mr. Cussons in his capacity as a director
     during 2001 were returned to the Company on February 22, 2002.



OPTION GRANTS TABLE FOR FISCAL 2002

          During the fiscal year ended December 31, 2002 there were no options
granted under the Company's 2000 Stock Option Plan to the executive officers
named in the Summary Compensation table.
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------
                                                 Individual Grants
----------------------------------------------------------------------------------------
                                       % of Total
                                         Options
                                        Granted to
                          Options        Employees     Exercise
                         Granted(#)      in Fiscal       Price        Expiration
    Name                    (1)            2002        ($/Share)          Date
----------------------------------------------------------------------------------------
<S>                         <C>            <C>           <C>              <C>
NA                           NA             NA            NA               NA
----------------------------------------------------------------------------------------
</TABLE>

              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES

         The following table sets forth information regarding the exercise of
stock options during the last fiscal year by the executives named in the Summary
Compensation Table and the fiscal year-end value of unexercised options.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                                  Value of
                                                                                                 Unexercised
                                                                                                 In-the-Money
                                                                            Number of              Options at
                                                                           Unexercised          December 31, 2002
                                 Shares Acquired          Value             Options at            exercisable/
      NAME                         ON EXERCISE           REALIZED        DECEMBER 31, 2002       unexercisable(1)
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>               <C>                       <C>
John G. Simmonds                        0                  $0                250,000                   (2)
--------------------------------------------------------------------------------------------------------------------
Gary N. Hokkanen                        0                  $0                150,000                   (2)
--------------------------------------------------------------------------------------------------------------------
Angelo G. MacDonald                     0                  $0                200,000                   (2)
--------------------------------------------------------------------------------------------------------------------
Paul K. Hickey                          0                  $0                100,000                   (2)
--------------------------------------------------------------------------------------------------------------------
David C. O'Kell                         0                  $0                100,000                   (2)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents the difference between the fair market value of securities
     underlying the options and the exercise price of the options at fiscal year
     end.

(2)  None of options outstanding at December 31, 2002 under the 2000 Stock
     Option Plan were In-the-Money.


COMPENSATION OF DIRECTORS

         The Company currently does not compensate directors.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS

         The Company does not have any employment agreements with any of its
current officers.

                                       17

<PAGE>

         No retirement, pension or similar program has been adopted by the
Company.

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

(a) As of February 28, 2003, there were 61,991,106 shares of Company Common
Stock, par value, $.001, issued and outstanding. To the knowledge of the
Company, the following persons are the beneficial owners of more than five
percent of the Company's voting securities:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Title of Class          Name and Address of Beneficial      Amount and Nature of     Percent of
                        Owner                               Beneficial Ownership     Class
--------------------------------------------------------------------------------------------------
<S>                     <C>                                      <C>                   <C>
Company common stock,   1500450 Ontario Limited                  16,213,426(1)         24.2%(2)
par value  $0.001       119 Alexis Blvd., Toronto, Ontario
                        M3H 2P8
--------------------------------------------------------------------------------------------------
Company common stock,   Brian Usher-Jones                         8,277,346(3)         12.5%(4)
par value  $0.001       81 Glengowan Rd.
                        Toronto, Ontario
                        M4N 1G5
--------------------------------------------------------------------------------------------------
Company common stock,   David C. Simmonds                          6,000,000             9.7%
par value  $0.001       6240 Main Street
                        Uxbridge, Ontario
                        L9P 1R4
--------------------------------------------------------------------------------------------------
Company common stock,   IRMG Inc. (5)                              5,000,000             8.1%
par value  $0.001       60 Dersingham Crescent
                        Thornhill, Ontario
                        L3T 4E8
--------------------------------------------------------------------------------------------------
Company common stock,   Neil Greenberg                            4,150,000(6)         6.3%(7)
par value  $0.001       119 Alexis Blvd.,
                        Toronto, Ontario
                        M3H 2P8
--------------------------------------------------------------------------------------------------
</TABLE>

(1)  This number includes 11,213,426 shares of Company Common Stock and
     warrants to purchase 5,000,000 shares of Company Common Stock at $.50
     per share. See "Certain Relationships and Related Transactions".

(2)  The beneficial ownership percent is based upon a total of 66,991,106 shares
     of Company Common Stock assuming the exercise of the warrants.

(3)  This number includes 4,027,346 shares of Company Common Stock, the exercise
     of 250,000 stock options granted on August 28, 2001 and the exercise of
     warrants to purchase 4,000,000 shares of Company Common Stock.

(4)  The beneficial ownership percent is based upon a total of 66,178,606 shares
     of Company Common Stock assuming the exercise of the vested options and
     warrants.

(5)  IRMG Inc. is 50% owned by Mr. Hokkanen, who is interim CFO of the Company.

(6)  This number includes 150,000 shares of Company Common Stock and the
     exercise of warrants to purchase 4,000,000 shares of Company Common Stock.
     Does not include; 1) 11,213,426 common shares owned by 1500450 Ontario
     Limited and warrants to purchase 5,000,000 shares of the Company's Common
     Stock. Mr. Greenberg is a shareholder of 1500450 Ontario Limited. See
     "Certain Relationships and Related Transactions".

(7)  The beneficial ownership percent is based upon a total of 65,991,106 shares
     of Company Common Stock assuming the exercise of the vested options and
     warrants.

                                       18

<PAGE>

    (b) As of February 28, 2003, Directors and Officers of the Company had the
following beneficial interest in the shares of Company Common Stock:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Title of Class          Name and Address of Beneficial      Amount and Nature of     Percent of
                        Owner                               Beneficial Ownership(1)  Class(2)
--------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>                  <C>
Company common stock,   John G. Simmonds(3)                          979,000             1.6%
par value  $0.001       13980 Jane Street
                        King City, Ontario, Canada
                        L7B 1A3
--------------------------------------------------------------------------------------------------
Company common stock,   Brian Usher-Jones(4)                       8,277,346            12.5%
par value  $0.001       81 Glengowan Rd.
                        Toronto, Ontario
                        M4N 1G5
--------------------------------------------------------------------------------------------------
Company common stock,   Gary N. Hokkanen(5)                        5,650,000             9.1%
par value  $0.001       60 Dersingham Crescent
                        Thornhill, Ontario, Canada
                        L3T 4E8
--------------------------------------------------------------------------------------------------
Company common stock,   Carrie J. Weiler                           1,250,000             2.0%
par value  $0.001       13980 Jane Street
                        King City, Ontario, Canada
                        L7B 1A3
--------------------------------------------------------------------------------------------------
                        Total Directors and Officers               16,156,346           24.2%
                        (5 persons)
--------------------------------------------------------------------------------------------------
</TABLE>

(1)  Except as otherwise indicated below, each named person has voting and
     investment power with respect to the securities owned by such persons.

(2)  Based on 61,991,106 shares outstanding on February 28, 2003.

(3)  Includes (a) 579,000 shares of the Company's Common Stock; (b) 100,000
     shares of the Common Stock owned by Mr. Simmonds' wife; (c) 50,000 shares
     of the Common Stock held by Mr. Simmonds' wife in trust for Mr. Simmonds'
     son Jack Simmonds; and (d) 250,000 options to acquire Common Stock granted
     under the Stock Option Plan effective August 28, 2001, at an exercise price
     of $0.10 per share, vesting over two years from grant date.

(4)  Includes (a) 4,027,346 shares of the Company's Common Stock; (b) 250,000
     options to acquire Common Stock granted under the Stock Option Plan
     effective August 28, 2001, at an exercise price of $0.10 per share, vesting
     over two years from grant date; and (c) 250,000 options to acquire Common
     Stock granted under the Stock Option Plan effective August 28, 2001, at an
     exercise price of $0.10 per share, vesting over two years from grant date.

(5)  Includes (a) 500,000 shares of the Company's Common Stock; (b) 150,000
     options to acquire the Common Stock granted under the Stock Option Plan
     effective March 29, 2000, at an exercise price of $.25 per share, all of
     which are fully exercisable; and (c) 5,000,000 shares of the Common Stock
     owned by IRMG Inc in which Mr. Hokkanen is a shareholder.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the past three fiscal years and through December 31, 2002, there
have been no material transactions in which the Company or any of its
subsidiaries was a party, and in which any director or officer of the Company
had a direct or indirect material interest, except as set forth below.

                                       19

<PAGE>

         On October 13, 1999, a group of investors, which included SCL and
certain officers and directors both of the Company and of SCL entered into a
Stock Purchase Agreement with MicroTel International, Inc.("MicroTel") and XIT
Corporation (formerly known as XCEL Corporation), a wholly-owned subsidiary of
MicroTel, pursuant to which the investors listed on Schedule I thereto (the
"Investors") purchased 9,041,498 shares of Company Common Stock (representing
approximately 90% of the then outstanding shares of Company Common Stock) for
US$150,000, with John G. Simmonds acting as representative of the Buyers. Each
of the Investors acquired the shares of Company Common Stock for his or her own
account and there are no contracts, agreements or understandings with respect to
the holding , disposition or voting of any of such shares among the Investors.

         On October 14, 1999, SCL entered into a Stock Purchase Agreement with
the Company (then known as HyComp, Inc.) for the purchase of 120,000 shares of
common stock, no par value, of eieiHome (Canada), which constituted all of the
issued and outstanding shares of capital stock of eieiHome (Canada) and a
$500,000 inter-company loan made by SCL to eieiHome (Canada), in exchange for:

         (a)      5,250,000 shares of Company Common Stock;

         (b)      A demand promissory note in the amount of U.S. $500,000;

         (c)      A convertible debenture in the principal amount of U.S.
                  $2,000,000, convertible into shares of Company Common Stock at
                  a conversion price of $1.00 per share (subject to adjustment
                  as provided therein); and

         (d)      Five year warrants for the purchase of an aggregate of
                  5,000,000 shares of Company Common Stock (subject to
                  adjustment as provided therein), as follows: (i) 1,000,000
                  shares of Company Common Stock at an exercise price of $1.00
                  per share exercisable immediately after the Closing; (ii)
                  1,000,000 shares of Company Common Stock at an exercise price
                  of $1.50 per share exercisable after one year from the
                  Closing; (iii) 1,000,000 shares of Company Common Stock at an
                  exercise price of $2.00 per share exercisable after two years
                  after the Closing; (iv) 1,000,000 shares of Company Common
                  Stock at an exercise price of $2.50 per share exercisable
                  after three years after the Closing; and (v) 1,000,000 shares
                  of Company Common Stock at an exercise price of $3.00 per
                  share exercisable after four years after the Closing.

         In addition, the Company issued 1,125,000 million shares of Company
Common Stock to each of the two founding shareholders of eieiHome (Canada), Paul
Dutton and Max Hahne, as consideration for the cancellation of their option to
repurchase up to 30% of eieiHome (Canada). In connection with the sale of
eieiHome (Canada) to the Company, the Company also issued 500,000 restricted
shares of Company Common Stock to Lawrence Fox for services rendered in
connection with the sale.

         The 12,250,000 shares of Company Common Stock acquired by SCL in this
transaction, together with the 151,700 shares of Company Common Stock they
acquired in the transaction with MicroTel, constituted approximately 52% of the
outstanding shares of Company Common Stock, assuming the conversion of the
debenture and the exercise of all of the warrants.

         The Company entered into a Management Services Agreement with SCL as of
October 14, 1999 to pay $15,000 per month for certain management services
including the part time services of Mr. Hokkanen and Mr. Simmonds. This
arrangement remained in place until December 31, 2000. For the period January 1,
2001 until June 15, 2001 IRMG Inc., a corporation controlled by Mr. Cussons and
Mr. Hokkanen provided certain management services including the part time
services of Mr. Hokkanen and Mr. Cussons for a fee of $15,000 per month. From
June 15, 2001 to October 31, 2001 IRMG provided the full time management
services of Mr. Cussons and Mr. Hokkanen for a fee of $55,000 per month.
Effective November 1, 2001 and until the termination of the agreement on
February 22, 2002 IRMG agreed to a reduced fee of $19,300 per month. During the
four quarter of fiscal 2001 IRMG agreed to write off the majority of the pre
June 15, 2001 management fees which were outstanding as part of a restructuring
of the Company.

         On June 15, 2001, the Company acquired 4Cash ATM Services a division of
IRMG Inc. In consideration for all of the 4Cash assets, the Company issued to
IRMG, 10,000,000 common shares and 1,100,000 million five-year warrants to Mr.
Stephen L. Cussons to purchase the Company's Common Stock at an exercise price
of $0.10 per share. Subject to the achievement of certain net profit objectives,
IRMG would earn an additional 10,000,000 common shares and 5,000,000 three years
warrants. As part of the transaction Mr. Cussons and Mr. Hokkanen were appointed
CEO and CFO, respectively. Mr. Cussons and Mr. Hokkanen were also appointed
directors of Pivotal.

         Subsequent to June 15, 2001, IRMG repurchased the IRMG common stock of
certain IRMG shareholders (including Mr. Simmonds, a director of the Company)
with 5,000,000 shares of Common Stock, 2,000,000 of 10,000,000 additional

                                       20

<PAGE>

shares of Common Stock to be issued subject to certain net profit performance
criteria and 1,000,000 of 5,000,000 warrants also subject to certain net profit
performance criteria. After the repurchase transaction described above IRMG
retained a direct investment in 5,000,000 shares of Common Stock.

         On June 25, 2001, the Company entered into an exclusive three year
services agreement with TrackPower Inc., a corporation in which Mr. Simmonds is
an officer. Under the terms of the agreement, Trackpower granted to 4Cash the
exclusive right to act as their ATM partner to install, maintain and operate
ATMs in locations that Trackpower contracts with at any Racetrack or Gaming
related facility. On November 1, 2001, the Company, with the mutual consent of
Trackpower, terminated the June 25, 2001 services agreement.

         On June 28, 2001, SCL agreed to convert the principal and interest due
under its $2 million convertible debenture to Pivotal common stock at $1.00 per
share. The conversion resulted in SCL receiving 2,111,726 shares of the
Company's Common Stock in exchange for $2 million in principal under the
debenture, $194,195 of accrued but unpaid interest offset by $82,469 owed by SCL
to Pivtoal. As part of the conversion agreement, the warrants to purchase
5,000,000 shares of the Company's common shares issued to SCL on October 14,
1999 with exercise prices ranging between $1.00 and $3.00 were all repriced to
$0.50 per share. In addition, the original expiry dates, which ranged from
October 14, 2005 to October 14, 2009 were all revised to December 31, 2004.

         On February 18, 2002, SCL transferred 7,513,426 shares of the Company's
common stock and warrants to purchase 5,000,000 additional common shares to
1500450 Ontario Limited as part of settlement with a secured lender.

         On March 5, 2002 the Company sold the self-service technology business,
acquired on June 15, 2001 back to IRMG. Under the terms of the sale the Company
sold its wholly-owned subsidiary, 4CASH ATM Services Canada Inc., together with
all the intellectual property rights to operate the business and the name
"Pivotal Self-Service Technologies" to IRMG in exchange for:

     (a)  The cancellation of warrants to purchase 5,000,000 Common Shares of
          Pivotal issued to IRMG,

     (b)  The cancellation of IRMG's right to earn 10,000,000 Common Shares of
          Pivotal upon achievement of certain net profit performance criteria,

     (c)  The cancellation of warrants to purchase 1,100,000 Common Shares of
          Pivotal issued to Mr. Cussons, and

     (d)  Cancellation of the IRMG management services contract.

         In connection with the transaction, Mr. Cussons and Mr. Hokkanen
resigned as directors of the Company and Mr. Cussons resigned as President and
CEO. Mr. Hokkanen agreed to serve as interim CFO until a new business
opportunity was found for the Company. Effective February 22, 2002 Mr. John G.
Simmonds was appointed CEO.

         During the year ended December 31, 2002, Mr. Hokkanen received $10,340
for financial consulting services provided to the Company.

         On June 7, 2002, the Company acquired all the issued and outstanding
common of shares Prime Wireless Inc. and certain assets of Midland International
Corporation from 1500450 Ontario Limited an entity which is a shareholder of the
Company, in exchange for:

     (a)  $40,000 in cash,

     (b)  $120,000 non-interest bearing note. Payable $2,000 per month
          commencing July 1, 2002 for a period of 5 years, such payments
          contingent upon revenue and the continued distribution agreement
          between the Prime Wireless Inc. and Vertex Standard, and

     (c)  Fifty percent (50%) of all net proceeds from the sale of any Midland
          related asset payable 30 days after receipt of funds, such assets are
          recorded on the Prime Wireless' books at a nominal value.

                                       21

<PAGE>

         Subsequent to the end of the year, on March 13, 2003, the Company
disposed of all of the issued and outstanding common shares of its Prime
Wireless including all of the Midland related assets to Wireless Age
Communications Inc. an entity listed on the NASD over-the-counter bulletin board
trading under the symbol WLSA, in exchange for 1,500,000 common shares of
Wireless Age. Under the terms of the Prime Wireless June 7, 2002, acquisition
agreement with 1500450 Ontario Limited, 750,000 of the common shares were
transferred to 1500450 Ontario Limited. Under the terms of the transaction with
Wireless Age, Mr. Simmonds the Company's CEO was appointed Chairman of Wireless
Age.

         On December 31, 2002, the Company, through a newly incorporated
wholly-owned subsidiary named Prime Battery Products Limited, entered into an
Asset Purchase Agreement with DCS Battery Sales Ltd. to acquire certain assets
of DCS Battery. Although the transaction closed on December 31, 2002 the
effective date of acquisition was November 1, 2002.

         DCS Battery is owned by David C. Simmonds and his immediate family.
David C. Simmonds is a brother of John G. Simmonds the Company's Chief Executive
Officer and one of its Directors.

         Under the terms of the Agreement Prime Battery acquired the following
assets:

     (a)  All assets and intellectual property rights of DCS Battery including
          all trademarks, tradenames, distribution agreements with Konnoc
          Battery in Canada and the United States of America, and all agreements
          or relationships with dollar stores in Canada and the United States,
     (b)  All inventory, and
     (c)  All contracts, books and records.

     in exchange for:

     (d)  6,000,000 newly issued common shares of Pivotal, and

     (e)  The right to earn an additional 2,000,000 newly issued common shares
          of Pivotal for every US$100,000 of net profit earned by Prime Battery
          during the two year period beginning on November 1, 2002 to a maximum
          of 10,000,000 additional shares.

     Under the terms of the Agreement Prime Battery also agrees as follows:

     (1)  To finance the newly acquired business with Cdn$200,000 in cash,
     (2)  To share up to 50% of the net gross profit of the business with A.C.
          Simmonds and Sons, an entity also owned by David C. Simmonds (subject
          to Prime Battery earning a minimum gross profit of 15%) in exchange
          for management, distribution and logistical services provided by ACS
          to Prime Battery,
     (3)  To sell any battery products to ACS intended to be sold to industrial
          accounts at cost plus 10%,
     (4)  To appoint David C. Simmonds as President of Prime Battery and to pay
          a Cdn$7,500 monthly fee for his services,
     (5)  To pay Pivotal a Cdn$10,000 monthly fee for the services of John G.
          Simmonds, Neil Greenberg and Carrie J. Weiler, and
     (6)  The Board of Directors of Prime Battery will consist of David C.
          Simmonds, John G. Simmonds and one other mutually acceptable party.

         During the year ended December 31, 2002, the Company opted not to
acquire any of the inventories owned by DCS Battery for its own account. All
inventory transferred between DCS Battery and the Company was sold to third
parties.

         On November 12, 2002, Mr. Brian Usher-Jones, a shareholder and director
of the Company, provided a $63,837 loan by way of note payable. Under the terms
of the loan agreement Mr. Usher-Jones will receive:

     (1)  A 5% fee of the amount borrowed,

     (2)  2% of the outstanding balance paid as interest on a monthly basis,

                                       22

<PAGE>

     (3)  Warrants to purchase 1,000,000 shares of the Company's common stock
          for each 30 day period or part thereof that the borrowed funds are
          outstanding, and

     (4)  A further 5% fee if the loan is not repaid in 90 days.

         On April 1, 2003 the Company and the vendor of the DCS Battery assets
agreed to amend certain terms of the November 1, 2002 (note 5) purchase and
sale agreement as follows:

     a)   ACS will no longer provide logistic operations to the Company, and

     b)   The vendor will become the exclusive agent to certain Canadian
          retailers, distributors, etc., and will receive sales commissions
          based on certain net margins as follows:

              -   8% on net margins of 25% or less,

              -   9% on net margins between 25% and 35%,

              -   10% on net margins above 35%

     c)   The vendor will be responsible for all their own operating costs
          including commissions to sub agents, and

     d)   David Simmonds will resign as president and Director of Prime
          Battery Products Limited.

         On November 12, 2002, Mr. Neil Greenberg, a shareholder of the Company
and an individual who is a shareholder in 1500450 Ontario Limited, who is a
shareholder of the Company, also provided a $63,837 loan to the Company on the
same basis as Mr. Usher-Jones.

         The Company shares executive offices and pays $951 per month rent
for 1,800 square feet to King Stables an entity in which Mr. Simmonds, the
Company's CEO is a shareholder.

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

   (a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT NO.        DESCRIPTION
-----------        -----------
<S>                <C>
     3.1           Certificate of incorporation, as amended to date. (1)

     3.2           Bylaws as currently in effect. (1)

     4.1           Specimen certificate for Company Common Stock. (1)

     4.2           U.S. $2,000,000 8% Convertible Debenture due April 15, 2003 issued by HyComp, Inc. to Simmonds Capital
                   Limited. (1)

     4.3           U.S. $500,000 demand promissory note issued by HyComp, Inc. to Simmonds Capital Limited. (1)

     4.4           Warrants for the purchase of up to 1,000,000 shares of Common Stock of HyComp, Inc. issued by HyComp, Inc.
                   to Simmonds Capital Limited as of October 14, 1999 for $.01 per share. (1)

     4.5           Warrants for the purchase of up to 1,000,000 shares of Common Stock of HyComp, Inc. issued by HyComp, Inc.
                   to Simmonds Capital Limited as of October 14, 2000 for $.01 per share. (1)

     4.6           Warrants for the purchase of up to 1,000,000 shares of Common Stock of HyComp, Inc. issued by HyComp, Inc.
                   to Simmonds Capital Limited as of October 14, 2001 for $.01 per share. (1)

     4.7           Warrants for the purchase of up to 1,000,000 shares of Common Stock of HyComp, Inc. issued by HyComp, Inc.
                   to Simmonds Capital Limited as of October 14, 2002 for $.01 per share. (1)

     4.8           Warrants for the purchase of up to 1,000,000 shares of Common Stock of HyComp, Inc. issued by HyComp, Inc.
                   to Simmonds Capital Limited as of October 14, 2003 for $.01 per share. (1)

     4.9           Share purchase agreement by and among the Company, the Canadian Former Subsidiary and 1412531 Ontario Inc.,
                   an Ontario corporation, dated as of June 26, 2000. (2)

     4.10          Promissory note given by the purchaser to the Company in the principal amount of $718,850.00. (2)

     4.11          Guarantee of Paul Dutton, Max Hahne and the Canadian Former Subsidiary dated as of June 26, 2000. (2)

     4.12          General security agreement issued by the Canadian Former Subsidiary dated as of June 26, 2000. (2)

</TABLE>

                                       23

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.        DESCRIPTION
-----------        -----------
<S>                <C>

    10.1           Stock purchase agreement, dated as of October 14, 1999, by and between Simmonds Capital Limited and HyComp,
                   Inc. (1)

    10.2           Management services agreement dated as of October 14, 1999, by and between Simmonds Capital Limited and
                   HyComp, Inc. (1)

    10 .3          Stock purchase agreement, dated as of October 13, 1999, by and among MicroTel International, Inc., XIT
                   Corporation (formerly known as XCEL Corporation), a wholly-owned subsidiary of MicroTel International, Inc.
                   as Seller, each of the persons listed in Schedule I thereto as Buyers and John G. Simmonds, as
                   representative of the Buyers. (1)

    10.4           Assignment, assumption and indemnification Agreement dated as of October 13, 1999, by and between MicroTel
                   International, Inc., XIT Corporation and HyComp, Inc. (1)

    10.5           Asset purchase agreement dated June 15, 2001 by and between Wireless Ventures Inc. and IRMG Inc. (3)

    10.6           ATM services agreement dated June 12, 2001 by and between 4Cash a division of IRMG Inc. and Trackpower, Inc. (3)

    10.7           Purchase and Sale Agreement by and between Pivotal Self-Service Technologies Inc. and IRMG Inc. dated
                   March 5, 2002. (6)

    10.8           Purchase and Sale Agreement by and between Pivotal Self-Service Technologies Inc. and 1500450 Ontario Limited
                   dated June 7, 2002. (7)

    10.9           Purchase and Sale Agreement by and between Prime Battery Products Limited and wholly-owned subsidiary of Pivotal
                   Self-Service Technologies Inc. and DCS Battery Sales Ltd. dated December 31, 2002. (8)

    10.10          Loan Agreement by and between Prime Battery Products Limited, Pivotal Self-Service Technologies Inc., 3686469
                   Canada Inc., and Elliott & Andrews Studios Inc. dated January 23, 2003. *

    10.11          Loan Agreement by and between Prime Battery Products Limited, 3686469 Canada Inc. and Elliott & Andrews Studios
                   Inc. dated March 14, 2003. *

    10.12          Purchase and Sale Agreement by and between Pivotal Self-Service Technologies Inc. and Wireless Age Communications
                   Inc. dated March 13, 2003 *

    10.13          Joint Venture Agreement by and between Pivotal Self-Service Technologies Inc. and Collectible Concepts Group Inc.
                   dated March 1, 2003. *

    10.14          Amendment to Agreement by and between David C. Simmonds, A.C. Simmonds & Sons and Prime Battery Products Limited
                   dated April 1, 2003. *

    22.1           Proxy Statement dated February 7, 2000, in respect of the Special Meeting of Stockholders. (1)

    22.2           Proxy Statement dated September 13, 2000, in respect of a Special Meeting of Stockholders. (4)

    22.3           Proxy Statement dated August 27, 2001, in respect of the Annual Meeting of Stockholders. (5)

    99.1           Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                   of 2002. *
</TABLE>

                                       24

<PAGE>

(1) Incorporated by reference to the Company's Registration Statement on Form
    10-SB filed with the SEC on January 19, 2000, as amended by the first and
    second amendments to the Form 10-SB filed with the SEC on February 17, 2000
    (File no. 1-15627).

(2) Incorporated by reference to the exhibits of the Company's Form 8-K filed
    with the SEC on August 4, 2000.

(3) Incorporated by reference to the exhibits of the Company's Form 8-K filed
    with the SEC on June 26, 2001.

(4) Incorporated by reference to the Company's Form DEF14A filed with the SEC
    on September 11, 2000.

(5) Incorporated by reference to the Company's Form DEF14A filed with the SEC
    on August 27, 2001.

(6) Incorporated by reference to the Company's Form 10-KSB filed with the SEC
    on April 15, 2002.

(7) Incorporated by reference to the exhibits of the Company's Form 8-K filed
    with the SEC on September 26, 2002.

(8) Incorporated by reference to the exhibits of the Company's Form 8-K filed
    with the SEC on January 8, 2003.

-----------

* Filed herewith

(b) Reports on Form 8-K - None.


                                                            25

<PAGE>

                                   SIGNATURES

         In accordance with sections 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized individual.

   Date:  April 24, 2003
                                PIVOTAL SELF-SERVICE TECHNOLOGIES INC.

                           By:

                                /s/ John G. Simmonds
                                -----------------------------------------------
                                    JOHN G. SIMMONDS,  CEO



         In accordance with the Securities Exchange 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.
<TABLE>
<CAPTION>

                NAME                                     TITLE                              DATE
                ----                                     -----                              ----

<S>                                           <C>                                        <C>
/s/ John G. Simmonds
--------------------------------------
     JOHN G. SIMMONDS                            Chairman/CEO/Director                 April 24, 2003
                                             (principal executive officer)


/s/ Brian Usher-Jones
--------------------------------------
     BRIAN USHER-JONES                                  Director                       April 24, 2003


/s/ Gary N. Hokkanen
--------------------------------------
     GARY N. HOKKANEN                                 Interim CFO                      April 24, 2003
                                             (principal accounting officer)
</TABLE>


                                                            26


<PAGE>

                    PRINCIPAL EXECUTIVE OFFICER CERTIFICATION


I, John G. Simmonds, certify that:


1.   I have reviewed this annual report on Form 10-KSB/A of Pivotal Self-Service
     Technologies Inc.;

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

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in the 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
               quarterly 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 quarterly report (the "Evaluation Date"); and

          (c)  Presented in this quarterly 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 the registrant's board of directors (or persons performing the
     equivalent function):

          (a)  All significant deficiencies in the design or operations 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
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  April 24, 2003                By:            /s/ JOHN G. SIMMONDS
                                                   ----------------------------
                                                   John G. Simmonds
                                                   Principal Executive Officer



                                       27

<PAGE>


                    PRINCIPAL FINANCIAL OFFICER CERTIFICATION



I, Gary N. Hokkanen, certify that:



1.   I have reviewed this annual report on Form 10-KSB/A of Pivotal Self-Service
     Technologies Inc.;

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

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly report.

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in the 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
               quarterly 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 quarterly report (the "Evaluation Date"); and

          (c)  Presented in this quarterly 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 the registrant's board of directors (or persons performing the
     equivalent function):

          (a)  All significant deficiencies in the design or operations 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
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  April 24, 2003                   By:        /s/ GARY N. HOKKANEN
                                                   ----------------------------
                                                   Gary N. Hokkanen
                                                   Principal Financial Officer


                                       28


<PAGE>


                                                                   EXHIBIT 99.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                               SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, JOHN G. SIMMONDS, the CEO of Pivotal Self-Service Technologies Inc. (the
"Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that:

(1)      The Annual Report on Form 10-KSB/A of the Company for the twelve month
         period ended December 31, 2002, (the "Report") fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities and Exchanges
         Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.


                                                     By:   /s/ JOHN G. SIMMONDS
                                                           --------------------
                                                           CEO


A signed original of this written statement required by Section 906 has been
provided to Pivotal Self-Service Technologies Inc. and will be retained by
Pivotal Technologies Self-Service Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.



                              Date: April 24, 2003


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                               SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, GARY N. HOKKANEN, the interim CFO of Pivotal Self-Service Technologies Inc.
(the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that:

(3)      The Annual Report on Form 10-KSB/A of the Company for the twelve month
         period ended December 31, 2002, (the "Report") fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities and Exchanges
         Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(4)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.




                                                     By:   /s/ GARY N. HOKKANEN
                                                           --------------------
                                                           Interim CFO

                                       29

<PAGE>


                              Date: April 24, 2003

A signed original of this written statement required by Section 906 has been
provided to Pivotal Self-Service Technologies Inc. and will be retained by
Pivotal Technologies Self-Service Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.



                                       30