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

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED November 30, 2003

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

                FROM THE TRANSITION PERIOD FROM ______ TO ______
                        COMMISSION FILE NUMBER: 000-26337

                              MEDINEX SYSTEMS, INC.
            (Name of Small Business Issuer Specified in Its Charter)

                   Delaware                               82-0514605
           (State of incorporation)         (IRS Employer Identification Number)

18300 Sutter Boulevard, Morgan Hill, California             95037
   (Address of principal executive offices)               (Zip Code)

                                 (408) 782-2005
                (Issuer's telephone number, including area code)

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock, par value $0.001 per share

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


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


         The Issuer's revenue for its most recent fiscal year was $3,583,124.


         As of February 27, 2004,  21,660,446  shares of the Issuer's $0.001 par
value common stock were outstanding and the aggregate market value of the shares
held by non-affiliates  was  approximately  $25,559,326 based upon a closing bid
price on  February  27,  2004 of $1.18  per  share  of  common  stock on the OTC
Bulletin Board.

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PART I.........................................................................3
   ITEM 1. BUSINESS............................................................3
     HISTORY...................................................................3
     DESCRIPTION OF MEDINEX SYSTEMS, INC.......................................4
     BUSINESS OPERATIONS.......................................................5
     EFFECT OF THE ELECTRONIC WASTE RECYCLING ACT OF 2003 ON OUR BUSINESS......6
     RESEARCH AND DEVELOPMENT..................................................7
     ASSET DISPOSITION AND EWASTE RECYCLING SOLUTIONS..........................7
     CELLULAR TECHNOLOGY RECOVERY..............................................7
     INDUSTRY OVERVIEW.........................................................7
     EMPLOYEES.................................................................8
     INDEBTEDNESS..............................................................8
     RELATED CORPORATIONS......................................................9
   RISK FACTORS...............................................................10
     DIFFICULTY IN MAINTAINING PROFITABILITY..................................10
     COMPETITION..............................................................10
     SALES CYCLE AND MARKET CONDITIONS........................................10
     PRODUCT AND MARKET CONCENTRATION.........................................11
     ENVIRONMENTAL............................................................11
     DEPENDENCE ON KEY PERSONNEL..............................................11
     FAILURE TO ACHIEVE GROWTH................................................11
     RISKS ASSOCIATED WITH ACQUISITIONS.......................................11
     LIMITED WORKING CAPITAL; NEED FOR ADDITIONAL FINANCING...................12
     UNCERTAINTY OF THE MARKET CONDITIONS.....................................12
     THE LIQUIDITY OF OUR COMMON STOCK IS AFFECTED BY ITS LIMITED
     TRADING ABILITY..........................................................12
     OUR COMMON STOCK MAY BE SUBJECT TO REGULATIONS PRESCRIBED BY THE
     SECURITIES AND EXCHANGE COMMISSION RELATING TO "PENNY STOCK."........... 12
     OUR COMMON STOCK WILL LIKELY BE SUBJECT TO SUBSTANTIAL PRICE AND
     VOLUME FLUCTUATIONS......................................................12
     A SIGNIFICANT NUMBER OF OUR SHARES ARE ELIGIBLE FOR SALE AND THEIR
     SALE COULD DEPRESS THE MARKET PRICE OF OUR STOCK.........................13
     AFTER GIVING EFFECT TO THE STOCK EXCHANGE, CERTAIN OF OUR PRINCIPAL
     STOCKHOLDERS WILL CONTINUE TO HAVE SIGNIFICANT VOTING POWER AND MAY
     TAKE ACTIONS THAT MAY NOT BE IN THE BEST INTEREST OF OTHER STOCKHOLDERS..13
     WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, AND
     THE LACK OF DIVIDENDS MAY HAVE A NEGATIVE EFFECT ON THE STOCK PRICE......13
   ITEM 2. PROPERTIES.........................................................13
   ITEM 3. LEGAL PROCEEDINGS..................................................14
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................14
PART II.......................................................................14
   ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
     MATTERS..................................................................14
   ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
     PLAN OF OPERATIONS.......................................................16
     RESULTS FROM OPERATIONS..................................................16
     COMPANY OVERVIEW.........................................................16
     COMPARISON OF TWELVE MONTH PERIOD ENDED NOVEMBER 30, 2003 TO TWELVE
     MONTH PERIOD ENDED NOVEMBER 30, 2002.....................................17
     LIQUIDITY AND CAPITAL RESOURCES..........................................18
     USE OF ESTIMATES AND CERTAIN SIGNIFICANT ESTIMATES.......................20
     FORWARD LOOKING STATEMENTS...............................................20
   ITEM 7. FINANCIAL STATEMENTS...............................................20
   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
   FINANCIAL DISCLOSURE.......................................................20
   ITEM 8A. CONTROLS AND PROCEDURES...........................................20
PART III......................................................................21


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   ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE
     WITH SECTION 16(A) OF THE EXCHANGE ACT...................................21
     CODE OF ETHICS...........................................................21
    ITEM 10. EXECUTIVE COMPENSATION...........................................21
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....21
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................21
   ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..................................21
     STATEMENTS FILED AS PART OF THIS REPORT:.................................21
     EXHIBITS.................................................................22
     REPORTS ON FORM 8-K......................................................22
   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES............................23
   SIGNATURES.................................................................24
INDEX TO FINANCIAL STATEMENTS..................................................1
EXHIBIT 21.1...................................................................1
EXHIBIT 31.1...................................................................2
EXHIBIT 31.2...................................................................3
EXHIBIT 32.1...................................................................4
EXHIBIT 32.2...................................................................5





























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                                     PART I

ITEM 1. BUSINESS


     History

         Unless otherwise  indicated,  or unless the context otherwise requires,
all references in this Annual Report to the terms  "Company,"  "Medinex,"  "we,"
"our," or "us"  shall  mean  Medinex  Systems,  Inc.,  a  Delaware  corporation,
incorporated  in 1997, and our two  wholly-owned  subsidiaries  Maxus  Holdings,
Inc.,  a  corporation  incorporated  under the laws of the  Province  of Ontario
("Exchange  Co"),  and Maxus (Nova  Scotia)  Company,  a Nova  Scotia  Unlimited
Liability  Company  ("Nova  Scotia Co");  and 901133  Alberta Ltd, a corporation
incorporated  under the laws of the  Province of Alberta  ("Maxus")  and jointly
owned by Exchange Co and Medinex, as well as its wholly owned subsidiaries.

         On November 14, 2003, we acquired through a stock exchange  transaction
(the "Stock  Exchange")  three  Alberta,  Canada based  companies and one Mexico
based company.  These companies are: Maxus, Maxus Technology,  Inc.,  Triple-Too
Communications,  Inc. and Maxus  Technology,  S. DE R.L. DE C.V.  (collectively,
"Subsidiaries"). As a result of the Stock Exchange, we issued an aggregate of 15
million  shares of our common stock,  which number  includes  10,267,840  shares
issued by Exchange Co ("Exchangeable Shares") that are immediately  exchangeable
for  shares  of our  common  stock on a one for one  basis as more  particularly
discussed  below,  to the  stockholders  of Maxus.  The 15 million shares of our
common stock issued in the Stock Exchange represent  approximately 70.74% of our
issued  and  outstanding  common  stock  immediately  subsequent  to  the  Stock
Exchange.  Upon  consummation  of the Stock  Exchange,  we assumed the  business
operations  of the  Subsidiaries.  Through our  Subsidiaries,  we provide  asset
maximization  by helping  clients  maximize the use of their  telecommunications
assets whether through (a) finding buyers for surplus  equipment or refurbishing
older equipment or (b) electronic  waste  ("eWaste")  recycling,  which involves
recycling those assets that cannot be sold.

         We had minimal  operating  activities prior to the Stock Exchange.  The
Stock  Exchange was accounted  for as a  recapitalization  of our company.  As a
result  of the  transaction,  Maxus,  on a  consolidated  basis  with the  other
Subsidiaries,   became  the  accounting   survivor.   The   acquisition  of  the
Subsidiaries  has been accounted for under the purchase  method of accounting in
accordance  with the provisions of Statement of Financial  Accounting  Standards
(SFAS) No. 141.

         Prior to the Stock Exchange,  we formed Nova Scotia Co on September 22,
2003,  and  Exchange  Co on  November  12,  2003.  These two  subsidiaries  were
incorporated  to accommodate  certain tax  considerations  in the acquisition of
shares from Canadian stockholders of Maxus as a result of the Stock Exchange.

         On November  14, 2003 we,  through  Nova  Scotia Co,  issued  4,732,160
shares of common stock and, through Exchange Co, issued 10,267,840  Exchangeable
Shares in exchange for all of the outstanding  shares of Maxus. We have reserved
10,267,840  shares of common stock for  issuance to the holders of  Exchangeable
Shares.  The  holders  of  Exchangeable  Shares  have  equal  economic  value as
stockholders of common stock. Each Exchangeable Share entitles the holder to one
vote at meetings of  stockholders  of Medinex.  The holders of the  Exchangeable
Shares  will vote their  shares  through  the voting  agent  designated  in that
certain  Voting and  Exchange  Agency  Agreement.  The vote of the  holders of a
majority of the issued and outstanding  shares of common stock and  Exchangeable
Shares  entitled to vote thereon is sufficient to authorize,  affirm,  ratify or
consent  to any  action  coming  before the  stockholders,  except as  otherwise
provided by law. Holders of Exchangeable  Shares also have conversion  rights to
convert their shares into the identical  number of shares of common stock at any
time, and in the event of our  liquidation,  dissolution or winding-up,  whether
voluntary or involuntary,  the Exchangeable Shares will be redeemed for an equal
number of shares of common stock enabling the holders to proportionally share in
assets  available for  distribution  after  satisfaction  of all liabilities and
payments of the applicable liquidation preferences.

         Effective  November  19,  2003  the sole  director  of  Medinex,  Colin
Christie,  appointed  Michele Whatmore as a member of the Board of Directors and
subsequently resigned. The reconstituted Board of Directors then elected Michele
Whatmore as President,  David Smith as Chief  Executive  Officer,  James Ross as
Chief Financial Officer and Gary Powers as Chief Operations  Officer.  The Board
of Directors  subsequently  elected James Ross as Secretary and Charles Whatmore
as Vice President of Business Development on January 21, 2004.



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<PAGE>

         The  following  chart  displays  the  corporate   structure   following
completion of the Stock Exchange. Medinex owns 100% of the equity of each of its
respective  direct  subsidiaries  shown  below.  Exchange Co owns  approximately
48.43% of Maxus. Maxus owns approximately 99% of Maxus Technology, S. DE R.L. DE
C.V. and 100% of  Triple-Too  Communications,  Inc. and Maxus  Technology,  Inc.
Maxus Technology,  Inc. owns one percent of Maxus Technology, S. DE R.L. DE C.V.
Medinex  controls all of these entities.  Subsequent to the Stock  Exchange,  on
November 25, 2003,  we formed  another  subsidiary,  Maxus  Technology,  Inc., a
California corporation, of which Medinex owns 100%.


            -------------MEDINEX SYSTEMS, INC.---------
           |                   |    |                  |
   100%----|                   |    |                  |---100%
           |                   |    |                  |
Maxus (Nova Scotia) Company    |    |                  |
                               |    |           Maxus Holdings, Inc.
                               |    |                  |
                               |    |                  |----48.43%
                               |    |                  |
                               |   51.57% ----- 90113 Alberta Lt.
                               |                       |
            -------------------|                       |
    100%---|                        100%---------------|---------------100%
           |                               |           |               |
  Maxus Technology, Inc.                   |           |               |
                        Triple-Too Communications, Inc.|  Maxus Technology, Inc.
                                                       |                      |
                                                       |                      |
                                                 99%---|                      |
                                                       |                      |
                                     MAXUS Technology, S. DE R.L. DE C.V.-----1%


     Description of Medinex Systems, Inc.

         We  commenced  operations  as a Delaware  corporation  after  acquiring
technology  developed by our former  management  on September  26, 1997,  and we
formerly  were  known  as  "Netivation.com,   Inc."  We  historically  had  been
principally  engaged in the  development,  design and  marketing of software and
websites  focused on medical  communities.  Additionally,  we had  developed and
operated a  topic-specific  Internet  community in the political  arena.  All of
these lines of business have been sold or discontinued.

         On November 27, 2002, we filed a petition for protection  under Chapter
11 of the United States  Bankruptcy  Code in the U.S.  Bankruptcy  Court for the
District  of Idaho.  This  allowed us to  continue  to  operate  while a plan of
reorganization  was finalized.  On December 1, 2002, a motion was filed with the
Court for an emergency sale of our assets to protect their value. The motion was
conditionally  approved  on  February  19,  2003.  The  Court  entered  an Order
Confirming the Debtor's Plan ("Reorganization  Plan") on March 6, 2003. Pursuant
to the Reorganization Plan, the Bankruptcy Court approved and designated a Phase
I sale and a Phase II sale.  The Phase I and Phase II sales  were  conducted  on
March 26, 2003, and March 27, 2003, respectively.  On these dates we sold all of
our operating  assets and our corporate  "shell" in conformity  with the plan of
bankruptcy.

         After the Stock  Exchange,  we discontinued  our previous  business and
succeeded to the business of Maxus.


                                       4
<PAGE>

     Business Operations

         Maxus was  incorporated on October 12, 2000 under the provisions of the
Business  Corporations  Act of the  Province  of  Alberta,  Canada.  We are  now
principally  engaged  in  distributing  new  and  used   telecommunications  and
information  technology  equipment  and recycling  eWaste  through our operating
subsidiaries  Maxus Technology Inc.  (formerly  Admincomm  Warehousing Ltd.) and
Triple-Too  Communications  Inc. These  subsidiaries  were  incorporated  in the
Province of Alberta on December 7, 1994 and April 19, 1997 respectively.

         We provide electronic asset recovery and eWaste recycling solutions. We
offer a worldwide exchange for high quality  information  technology and telecom
equipment,  surplus  computer  systems  and  cellular  technologies.  We have an
extensive global sourcing network that enables us to secure products that are in
demand.  We subject  equipment to rigorous  quality  assurance  processes before
reselling  on the  electronics  aftermarket.  We  offer  low-cost,  high-quality
alternatives to new products and serve as an eWaste recycling and asset recovery
solution. We target Fortune 1000 companies, government agencies, and other large
organizations as our customers.

         Our  business  involves (i)  delivering  comprehensive  asset  recovery
solutions  to  our   customers,   (ii)   providing  a  "one  stop"  solution  to
organizations  with global  operations,  (iii)  ensuring  secure  destruction of
proprietary data and hardware, (iv) exporting domestically-obsolete products for
resale in foreign markets where permitted, (v) expanding into developing markets
worldwide,  (vi)  decreasing  the  number  of  vendors  that  customers  need to
contract,  (vii)  providing  reliable  corporate  downsizing  services  and  the
cleaning  out of  company  warehouses  and  (viii)  providing  global  logistics
services and solutions.

         We buy and sell surplus  telecom and information  technology  equipment
with  customers  and  suppliers  located  around  the world.  Our buyer  network
primarily consists of telephone companies, Internet service providers, OEM's and
equipment  resellers.  We also  procure  computer  and  telecom  equipment  from
government, institutional and corporate clients for resale purposes.

         Our business holds a number of advantages over other eWaste  management
companies.  The ability to deliver  full  service  solutions  on a global  scale
enables us to  eliminate  middlemen,  which  allows our  customers  to receive a
higher return on investment on their disposition equipment.  Our global presence
enables  us  to  work  with  multi-national   corporations  by  servicing  their
operations worldwide.  Through our strategic alliances, we can provide logistics
solutions that reduce costs and reduce the amount of vendors contracted. We also
use licensed  technology and our strategic  alliances to provide low cost,  high
return  material  recovery  processes.  We are able to provide  true  end-to-end
recycling  solutions.  We also  maintain an extensive  network of customers  and
suppliers that allow for rapid  disposition  of inventory,  which helps increase
our revenue and profits.


         We focus on selling our electronic asset management  solutions to large
corporations in the following industries:

         o        Contract  manufacturing:  Solectron,  Flextronics,  Solestica,
                  Sanmina;

         o        OEMs:   Dell   Inc.,   Motorola,   Inc.,   Sony   Corporation,
                  International Business Machines Corporation (IBM), Canon Inc.;

         o        Telecommunications:    SBC   Communications    Inc.,   Verizon
                  Communications   Inc.,  Nextel   Communications   Inc.,  Nokia
                  Corporation, Nortel Networks Corporation, Alcatel;

         o        Networking  Equipment  Manufacturers:   Cisco  Systems,  Inc.,
                  Extreme Networks, Inc., Juniper Networks, Inc.;

         o        Leasing Companies: GE Capital, Trammell Crow Company;

         o        Internet Companies: Yahoo! Inc., eBay Inc., Amazon.com,  Inc.,
                  America Online, Inc. (AOL), Earthlink, Inc.; and

         o        Banking:  Wells  Fargo  &  Company,  CitiGroup  Inc.,  Bank of
                  America Corporation, Royal Bank of Canada, CIBC.


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<PAGE>

         Management  believes  that  the  recently  announced   exclusivity  and
cooperation  with MeWa  Recycling  Machinen und  Anlagenbau  GmbH may give us an
advantage in the  strategic  deployment  of regional  recycling  facilities.  We
recently  signed an  agreement  for  exclusive  rights to the  patented  MeWa QZ
technology for eWaste processing for the western hemisphere.  The patented,  low
capital and operating  cost  technology  for eWaste  processing is not presently
available to our competitors in the eWaste processing  industry.  We plan to use
this  relationship  to  develop  regional  partnerships  and/or  joint  ventures
throughout North America.

         Our sales  structure  consists of two distinct  teams.  One team's sole
focus is procurement  while the other focuses on product sales. In addition,  we
work with  industry-experienced  individuals  who act as agents  and who in turn
receive commission based compensation. An agent works primarily in a procurement
capacity or a as lead-provider for our procurement team.

         Our procurement team currently operates from Calgary,  Toronto, Denver,
San Jose and Tampa. Our sales team works from Calgary, San Jose and Portland. We
also  have an agent  located  in  Prague in the  Czech  Republic.  We  negotiate
purchase and consignment agreements for resale purposes.  These transactions can
involve a few parts or an entire warehouse.  Any material  unsuitable for resale
is directed to our recycling division.

         From our warehouses in Calgary,  Rimbey, Shelby (Montana) and San Jose,
we provide "just-in-time"  inventory for many of our equipment resellers and our
end-user telecom and information  technology  customers which we service through
our in-house  sales team.  When unable to supply or fill a request,  we leverage
our network of brokers and other equipment resellers.

         Electronics Asset Management Solutions.

         We provide collection, evaluation and remarketing of excess, damaged or
obsolete assets. We capture  end-of-life  products through  developing  programs
that support return material authorization  ("RMA"),  warranty return, or excess
inventory  purging.  We deploy asset  recovery  solutions  to various  locations
around the world. Through remarketing we are able to provide a return to clients
on a revenue share basis.

         Product Refurbishing and Remarketing.

         We help  clients  capture  unrealized  revenue  through the selling and
remarketing of end-of-life equipment and components.  Material undergoes quality
assurance  and testing  procedures  to ensure brand  preservation.  We currently
refurbish  products  at our Rimbey,  Alberta  facility  and  provide  less labor
intensive  remarketing at both our Rimbey,  Alberta and Morgan Hill,  California
facilities.  We often sell through  independent  material  brokers and equipment
buyers. Refurbished and remarketed products are sold in the after market.


     Effect of the Electronic Waste Recycling Act of 2003 on our Business

         The recently enacted  Electronic Waste Recycling Act of 2003 (SB 20) in
the State of  California  set up a "free  and  convenient"  statewide  recycling
program for Cathode Ray Tubes (CRTs) and other video display  devices.  The bill
requires  collection of an eWaste  recycling fee at the point of sale of certain
products to be  distributed  to qualified  entities to cover the costs of eWaste
collection  and  recycling.  The current  model of the  implementation  of SB 20
states:  "These qualified  entities will receive Recovery and Recycling Payments
(RRPs) in the  amount of  $0.20/lbs  to Recover  and  $0.28/lbs  to Recycle  the
mandated material." The Company is working to satisfy the requirements necessary
to become an Authorized Collector and an Authorized Recycler under SB 20.

         A  March  2001  study  conducted  by the  California  Integrated  Waste
Management Board estimates that California households currently have more than 6
million  obsolete  computer  monitors and  television  sets  stockpiled in their
homes. A study conducted in 2002 for the National  Safety Council  projects that
more than  10,000  computers  and  televisions  become  obsolete  in  California
everyday.  SB 20 is a comprehensive  and innovative  state law that encourages a
partnership between the state and product  manufacturers,  establishes recycling
targets and provides for the safe recycling and disposal of eWastes.  Management
hopes to capture a significant share of the collected  material and Recovery and
Recycling Payments.


                                       6
<PAGE>


     Research and Development

         We have developed core strategies and technologies  that complement the
full suite of solutions and services  offered by our  business.  We allocate one
percent of our gross revenues to further our research and  development  efforts.
The time spent on research  and  development  during each of the last two fiscal
years was not material in comparison to our operations.

         Our current  research and development  efforts  include  producing cost
effective  technology  that  increases  our  capacity  to process  eWaste  while
reducing our labor costs. We intend to continuously work towards  developing and
implementing  recycling  technologies that increase  efficiency and maximize our
return.

         Our research and development  efforts may require additional  resources
in the future. These resources include the people with the appropriate knowledge
and  experience  and  the  capital  expenditures  necessary  to  accelerate  our
development process and to integrate with our current services.


     Asset Disposition and eWaste Recycling Solutions

         We  provide  secure  destruction  services  for  proprietary  data  and
hardware. We employ U.S. Department of Defense 5220.22-M compliant standards for
erasing data from drives and we provide witnessing for the physical  destruction
of hardware.  All material is either refurbished or recycled in a Maxus-operated
facility or by an independent third party. We also offer logistics  solutions to
better serve clients with excess inventory and system upgrade needs. The service
offering  includes  consignment  and  storage  services,  global  transport  and
downsize consulting.


     Cellular Technology Recovery

         Cellular phones are collected through contracts with telecommunications
companies.  Phones  are  tested and a portion  are sold to  wholesale  firms for
reactivation and use in international markets through our commercial department.
Equipment  that cannot be refurbished  is recycled for their  electronic  parts,
plastic  and small  amounts  of metals at our  processing  facility  in  Rimbey,
Alberta.  The batteries are sorted  according to composition and forwarded to an
EPA accredited collection and recycling program.


     Industry Overview

         According to the  International  Association of  Electronics  Recyclers
(IAER),  in their  Electronics  Recycling  Industry Report for , issued in 2003,
there were more than 400 companies in the United  States that are  considered to
be electronics recyclers with a market  capitalization of $700 million.  Besides
competing  with  other  eWaste  recyclers,  we  also  compete  with  electronics
equipment brokers,  OEM's with internal take-back programs, non profit recycling
organizations, scrap dealers and asset management firms.

         The  National  Safety  Council  estimated  that  more  than 27  million
televisions and 26 million computer  monitors would be sold in the United States
in calendar  2003.  The IAER  estimates  that nearly 1 billion units of computer
equipment will become obsolete between 2003 and 2010.  Consumers discard massive
amounts of eWaste every year in the form of  information  technology and telecom
equipment,  computers,  monitors, cable scrap, office equipment, circuit boards,
components, computer peripherals and cellular technologies.

         The current  economic  environment  has caused an increasing  number of
OEM's to explore the idea of  outsourcing  costly RMA programs.  We believe that
few recyclers, however, have the infrastructure in place to handle the logistics
of such programs.  The industry is largely fragmented and primarily comprised of
small,  regional eWaste collectors with minimal  infrastructure,  and as such we
believe that large companies in the industry are  positioning  themselves for an
industry-wide consolidation.

         We believe that the eWaste recycling and asset  remarketing  industries
are fragmented and reaching the point of making market  consolidation  imminent.
In  addition to  allowing  for  economies  of scale,  we believe  that eWaste is
transportation  sensitive  and we need  to  respond  to  local  requirements  of
multinational  customers by expanding our geographic  reach.  Regional  presence


                                       7
<PAGE>

allows for rapid disposition of recycled electronics and reclamation of precious
metals,  which  can be  converted  to cash.  We  intend to  achieve  growth  and
geographic  diversification  through a merger  and  acquisition  strategy  in an
attempt to  benefit  from a  consolidation  of the  eWaste  recycling  and asset
remarketing  industries.  At the  present  time we have  not  entered  into  any
agreements or reached an understanding to acquire any complementary business.


     Employees

         We have 66 full time employees, of which 21 work in our Rimbey, Alberta
office;  27 work in our Calgary,  Alberta office; 14 work at our San Jose office
and the remaining four employees work at various other locations.


     Indebtedness

         We entered into  financial  arrangements  with the Royal Bank of Canada
and with the  Business  Development  Bank of Canada  pursuant to which the banks
have  security  interests  in our  assets.  The annual  principle  and  interest
payments expected to be paid on all long term indebtedness,  including the Royal
Bank  Operating  Line of Credit,  which is assumed to remain at its maximum,  in
each of the next four fiscal years is as follows: year ended November 30, 2004 -
$256,514  Cad  ($197,136  U.S.);  year ended  November  30, 2005 - $246,230  Cad
($189,233  U.S.);  year ended November 30, 2006 - $218,717 Cad ($168,089  U.S.);
and year ended November 30, 2007 - $158,822 Cad ($119,307 U.S.). There can be no
assurance that we will be able to meet these obligations.

         Conversion from Canadian to U.S. dollars is based on a ratio of 1.3012,
as quoted by the Royal Bank of Canada on November 30, 2003.

         Our  financial  arrangement  with the Royal  Bank of Canada  includes a
General  Security  Agreement,  and  certain  of  our  officers,   directors  and
stockholders  have issued  partial  guarantees  and  postponements  of claims as
follows,  in some  cases  through  holding  companies  owned  by such  officers,
directors and stockholders:

         o        746459 Alberta ltd.  (wholly owned by Charles  Whatmore,  Vice
                  President  of  Business  Development  and a  stockholder)  has
                  guaranteed up to $75,000 Cad ($57,639 U.S.);

         o        Postponement of related party loans by 746459 Alberta ltd.;

         o        775464  Alberta  ltd.  (wholly  owned  by  Michele   Whatmore,
                  President and a stockholder) has guaranteed up to $300,000 Cad
                  ($230,556 U.S.);

         o        Postponement of related party loans by 775464 Alberta ltd.;

         o        Postponement and assignment of claim by Michele Whatmore;

         o        741257   Alberta  ltd.   (wholly   owned  by  Rick  Shrum,   a
                  stockholder) has guaranteed up to $125,000 Cad ($96,065 U.S.);

         o        Postponement  of related  party loans by 741257  Alberta ltd.;
                  and

         o        Postponement of related party loans by 901133 Alberta ltd.

         The Royal Bank of Canada arrangements are as follows:

         o        Prime  based  loans of up to $188,000  Cad.  ($144,482  U.S.),
                  bearing  interest  at the  bank's  prime  rate  plus  1.0% for
                  purchase of software;

         o        Operating  line of credit of $600,000  Cad.  ($461,113  U.S.),
                  bearing interest at the U.S. business rate plus 1%;


                                       8
<PAGE>

         o        Foreign  Exchange  line of  $40,000  Cad.  ($30,741  U.S.)  to
                  facilitate forward contracts and spot transactions; and

         o        Up to $95,000 Cad ($73,010 U.S.) in lease financing.

         Our financial  arrangement with the Business Development Bank of Canada
includes a General Security  Agreement,  and the loans are the joint and several
obligation  of 775464  Alberta  Ltd.  Certain  of our  officers,  directors  and
stockholders have issued personal guarantees as follows:

         o        Personal   guarantee  of  Michele  Whatmore  for  25%  of  the
                  outstanding loans; and

         o        Personal   guarantee  of  Charles  Whatmore  for  25%  of  the
                  outstanding loans.

         The Business Development Bank of Canada arrangements are as follows:

         o        Business  Development  Bank of Canada loan with  $365,699 U.S.
                  outstanding  at November  30, 2003,  bearing  interest at bank
                  base  (currently  6.5%)  plus  0.75%  per annum  with  monthly
                  payments  of $2,100  U.S.  and final  payment  of $1,502  plus
                  interest, due March 15, 2018, secured by first mortgage on the
                  land and buildings we own in Rimbey,  Alberta and by a General
                  Security  Agreement provided by Maxus providing first security
                  interest in all present and after acquired personal property.

         o        Business  Development  Bank of  Canada  equipment  loan,  with
                  $168,116  U.S.)  outstanding  at November  30,  2003,  bearing
                  interest  at bank base  (currently  6.5%) plus 1.75% per annum
                  with  monthly  payments of $3,200 U.S.  plus  interest,  until
                  March  15,  2008,  secured  by a  General  Security  Agreement
                  provided by our company  providing a security  interest in all
                  present and after-acquired personal property,  subject only to
                  existing  personal  property  registrations  and  with a first
                  specific  charge on the equipment  being  purchased  with this
                  financing.

         o        Business  Development  Bank of Canada loan,  with $37,503 U.S.
                  outstanding  at November  30, 2003,  bearing  interest at bank
                  base (currently  6.5%) prime plus 1.75% per annum with monthly
                  payments of $600 U.S.  plus  interest,  until March 15,  2008,
                  secured  by a  General  Security  Agreement  provided  by  our
                  company  providing  a security  interest  in all  present  and
                  after-acquired  personal  property,  subject  only to existing
                  personal  property  registrations  and  with a first  specific
                  charge on the equipment being purchased with this financing.


     Related Corporations

         The  principal  stockholders  and key officers have  periodically  made
advances  to us and our  subsidiaries  in the form of short term  loans  through
their wholly owned holding companies,  with no set repayment terms. In addition,
we declared  dividends and bonuses to the holding  companies,  but they were not
entirely paid. The amounts due to related corporations are non-interest bearing,
having no specific  repayment  terms and are not  expected to be repaid prior to
December 1, 2004.  The fair value of the loan has been  estimated by discounting
future cash flows using an estimated rate of 6% per annum. The fair value of the
amounts is $687,000. The following table shows the balance we owe to each of the
holding  companies  as of  November  30,  2003 and the net  amounts  advanced or
bonuses and dividends not paid over the last 24 months.






                                       9
<PAGE>
<TABLE>
<CAPTION>

                                                                    Total Net Advanced to Maxus/
                                               Balance at                 Not Paid Since
Stockholder                                November 30, 2003 (1)         January 1, 2001
-----------                                -----------------             ---------------
<C>                                        <C>                           <C>
775464 Alberta Ltd. (Michele Whatmore)        $458,447 Cad                $273,044.Cad
                                             ($344,386 U.S.)             ($205,111 U.S.)
741257 Alberta Ltd.  (Rick Shrum)            $34,030.50 Cad              $34,030.50 Cad
                                             ($25,563 U.S.)              ($25,563 U.S.)
746459 Alberta Ltd. (Charles                  $392,697 Cad               $394,088.57 Cad
Whatmore)                                   ($294,995 U.S.)              ($296,040 U.S.)
Balances                                      $885,175 Cad                $701,163 Cad
                                            ($664,945 U.S.)              ($526,715 U.S.)
------------------------------------------------
(1) Includes  amounts  advanced and dividends and bonuses  declared but not paid
before 2001.
</TABLE>


RISK FACTORS

         An investment in our common stock  involves a high degree of risk.  You
should  consider  carefully the following  risks and other  information  in this
Annual Report,  including our financial statements and related notes, before you
decide to purchase  shares of our common stock.  If any of these risks  actually
occur,  our business,  financial  condition  and results of operations  could be
adversely  affected.  As a result,  the trading  price of our common stock could
decline,  perhaps  significantly,  and  you  could  lose  part  or all  of  your
investment.


     Difficulty in Maintaining Profitability

         We have  approximately  ten years  experience  in our present  business
operations,  and during the  majority of those  periods we  reported  profitable
operations.  We did not report a profit for the fiscal year ended  November  30,
2002.  If are  unable  to  achieve  and  maintain  profitability,  our  business
condition could be adversely affected.


     Competition

         The market for our  strategic  solutions  is  characterized  by rapidly
changing  technology,  evolving industry standards;  changing customer needs and
frequent changes in technology. Our future success will depend on our ability to
enhance our current  solutions,  develop new  solutions  and services  that meet
changing  customer  needs,  advertise  and market our  solutions  and respond to
emerging industry standards and other technological changes on a timely and cost
effective  basis.  There  can be no  assurance  that we will  be  successful  in
developing new solutions or enhancing our existing service offerings on a timely
basis or that such new enhancements will achieve market  acceptance.  If we fail
to  anticipate  or respond  adequately  to changes in  technology  and  customer
preferences  or  if  any   significant   delays  occur  in  the  development  or
introduction of new solutions, these events could have a material adverse affect
on our business, financial condition and results of operation.


     Sales Cycle and Market Conditions

         Other factors,  many of which are beyond our control, may contribute to
fluctuations  in quarterly  operating  results,  including the timing of product
introductions or enhancements from product manufacturers,  our suppliers and our
competitors,  competition  and  pricing in the sales of  aftermarket  electronic
products and asset  management  solutions,  market  acceptance of new solutions,
reduction in demand for existing solutions, solution quality problems, personnel
changes, and general economic conditions.

         The  sales  cycle for our  products  typically  ranges  from one to 100
weeks. However,  signing of new customers may be delayed for a number of reasons
outside of our control.  Since our services are  generally  sent when orders are
received,   we  have  historically  operated  without  significant  backlog.  In
addition,  we currently intend to increase operating expenses in anticipation of


                                       10
<PAGE>

continued growth and to fund expanded product development efforts. To the extent
such  expenses  come before,  or are not  subsequently  followed  by,  increased
revenues,  our business,  financial condition and results of operations could be
materially and adversely affected.


     Product and Market Concentration

         Our revenues are currently  derived from sales of solutions  along with
all  supporting  services and the sale of aftermarket  electronics  products and
recycled materials.

         In the near term,  our  solutions  and  related  support  services  are
expected to continue to account for substantially all of our revenues. Any event
that  adversely  affects  the sale of  products  or  services,  a change  in the
competitions'  solutions  strategies,  significant  quality  problems,  negative
publicity or  evaluation,  reduced  market  acceptance  or  obsolescence  of our
solutions,  or changes in environments in which we operate could have a material
adverse effect on our business, financial condition and results of operations.

         Our  business  depends  substantially  upon  the  capital  expenditures
relating to technology of small,  midsize and large companies and organizations.
A recession or other adverse  event  affecting the  marketplace  for  technology
spending in the United  States and Canada could impact such demand,  forcing the
companies in our target  market to curtail or postpone  such  expenditures.  Any
adverse change in the amount or timing of electronic surplus expenditures by our
target customers could have a material adverse effect on our business, financial
condition and results of operations.


     Environmental

         At times we engage in waste disposal  activities for our clients.  When
such activity is undertaken,  we are subject to various  environmental  laws and
regulations. Our failure to comply with applicable environmental laws could have
a material  adverse effect on our business,  financial  condition and results of
operation.


     Dependence on Key Personnel

         Our  success  depends  to a  significant  extent  upon a number  of key
employees  and members of our senior  management,  namely  Michele  Whatmore and
David  Smith.  The loss of service of one or more of these key  employees  could
have a materially  adverse affect.  We believe that our future success is highly
reliant  upon  recruiting   exceptionally  skilled  technical,   managerial  and
marketing personnel.  Competition for such personnel is intense. There can be no
assurance  that we will be successful in attracting  and retaining the personnel
we require.


     Failure to Achieve Growth

         We believe that the eWaste recycling and asset  remarketing  industries
are   fragmented   and  reaching  the  point  of  critical   mass  where  market
consolidation  is imminent.  In addition to allowing for economies of scale,  we
believe that eWaste is transportation sensitive, and we need to respond to local
requirements of multinational customers by expanding our geographic reach. If we
are unsuccessful in achieving sufficient growth and geographic expansion,  or if
our  competitors  achieve  these  goals more  quickly or more  efficiently,  our
ability to  compete  will  likely be  significantly  compromised.  We propose to
achieve growth through acquisitions.


     Risks Associated with Acquisitions

         As part of our  business  strategy,  we expect  to  review  acquisition
prospects  that  complement  our  existing  product  offerings,  augment  market
coverage or enhance technological capabilities that may otherwise present growth
opportunities  to our  competitors.  Acquisitions  could  result in  potentially
diluting  issuances,  equity  securities,  the incurrence of debt and contingent
liabilities or amortization  expenses  related to goodwill and other  intangible
assets, any of which could materially  adversely affect operating results and/or
the price of our common stock.  Acquisitions  entail numerous  risks,  including
difficulties  in the  assimilation  of  acquired  operations,  technologies  and
products,  diversion of  management's  attention from other  business  concerns,
risks of entering  markets in which we have no or limited prior  experience  and
potential loss of key employees of acquired  organizations.  No assurance can be
given as to our ability to  successfully  integrate  any  businesses,  products,
technologies or personnel that might be acquired in the future,  and the failure
to do so could have an adverse effect on our business,  financial  condition and
results of operations.


                                       11
<PAGE>

     Limited Working Capital; Need for Additional Financing

         We expect to  require  additional  funding in the near term to fund our
plans for expansion and our existing operations. We are not currently generating
profits and need cash for administrative expenses,  payment on our debts and our
proposed  acquisition  program.  There can be no assurances  that any additional
financing will be available to us on acceptable  terms, if at all. The inability
to obtain  financing  could  have a  material  adverse  effect on our  operating
results,  and as a result  we could be  required  to  significantly  reduce  our
operations,  seek a merger partner or sell  additional  securities on terms that
may be disadvantageous to stockholders.


     Uncertainty of the Market Conditions

         We participate in an immature marketplace, electronics recycling, which
is  susceptible  to the  risks of  market  change,  new  competition  and  other
currently unforeseen factors.


     The  liquidity  of our common  stock is  affected  by its  limited  trading
     ability.

         Shares of our common stock are traded on the OTC  Bulletin  Board under
the symbol "MNXS".  There is currently no broadly followed  established  trading
market for our common stock. An  "established  trading market" may never develop
or be  maintained.  Active  trading  markets  generally  result  in lower  price
volatility and more efficient  execution of buy and sell orders.  The absence of
an active trading market reduces the liquidity of our shares. The trading volume
of our common stock  historically has been limited and sporadic.  As a result of
this trading inactivity and the exchange,  the quoted price for our common stock
on the OTC Bulletin  Board is not  necessarily a reliable  indicator of its fair
market  value.  Further,  if we cease to be quoted,  holders  would find it more
difficult to dispose of, or obtain accurate quotations as to the market value of
our common stock, and the market value of our common stock would likely decline.


     Our common stock may be subject to regulations prescribed by the Securities
     and Exchange Commission relating to "penny stock."

         The Securities and Exchange  Commission  has adopted  regulations  that
generally define a penny stock to be any equity security that has a market price
(as  defined  in such  regulations)  of less than  $5.00 per  share,  subject to
certain  exceptions.  If our common stock meets the definition of a penny stock,
it will be  subjected  to  these  regulations,  which  impose  additional  sales
practice  requirements  on  broker-dealers  who sell such  securities to persons
other than  established  customers and  accredited  investors,  which  generally
include  institutions with assets in excess of $5,000,000 and individuals with a
net  worth  in  excess  of  $1,000,000  or  annual  income  exceeding   $200,000
(individually) or $300,000 (jointly with their spouse).


     Our common  stock will  likely be subject to  substantial  price and volume
     fluctuations.

         The  market  price of our  common  stock  has been  volatile  and could
fluctuate  widely in response to several  factors,  some of which are beyond our
control, including:

         o        our quarterly operating results;

         o        additions or departures of key personnel;

         o        changes  in  the  business,   earnings   estimates  or  market
                  perceptions of our competitors;

         o        the introduction of facilities;


                                       12
<PAGE>

         o        future  sales  of our  common  stock  by us or  other  selling
                  stockholders;

         o        changes in general market or economic conditions;

         o        announcements of legislative or regulatory change; and

         o        potentially significant downward selling pressure on the stock
                  price  during  the  first  years as  certain  current  and new
                  stockholders  seek to  liquidate  a  portion  or all of  their
                  holdings  for  various  reasons  subject  to  certain  lock-up
                  provisions where applicable.

         The stock market has experienced  extreme price and volume fluctuations
in recent  years  that have  significantly  affected  the  quoted  prices of the
securities of many companies,  including companies in our industry.  The changes
often  appear to occur  without  regard to specific  operating  performance.  In
addition, there has been a limited public market for our common stock. We cannot
predict the extent to which  investor  interest in us will be  maintained.  Such
interest is necessary for an active, liquid trading market for our common stock.
Active  trading  markets  generally  result in lower price  volatility  and more
efficient execution of buy and sell orders for investors.  The price and trading
volumes of our common  stock may  fluctuate  widely  due to the  limited  public
market for our stock.


     A  significant  number of our shares are  eligible  for sale and their sale
     could depress the market price of our stock.

         Sales of a  significant  number of shares  of our  common  stock in the
public  market  following  the merger and  related  transactions  could harm the
market price of our common stock.  Moreover,  as additional shares of our common
stock  become  available  for  resale  in  the  public  market  pursuant  to the
registration of the sale of the shares,  and otherwise,  our common stock may be
offered  from time to time in the open market  pursuant  to Rule 144,  and these
sales may have a depressive effect on the market for the shares of common stock.
In  general,  a person who has held  restricted  shares for a period of one year
may, upon filing with the SEC a  notification  on Form 144, sell into the market
common stock in an amount equal to the greater of one percent of the outstanding
shares or the average  weekly number of shares sold in the last four weeks prior
to such sale. Such sales may be repeated once each three months,  and any of the
restricted  shares may be sold by a non-affiliate  after they have been held two
years.


     After  giving  effect  to the  Stock  Exchange,  certain  of our  principal
     stockholders  will continue to have  significant  voting power and may take
     actions that may not be in the best interest of other stockholders.

         Certain of our officers,  directors and principal stockholders continue
to control a significant  percentage of our  outstanding  common stock. If these
stockholders act together,  they may be able to exert  significant  control over
our management and affairs requiring stockholder approval, including approval of
significant corporate transactions. This concentration of ownership may have the
effect of delaying or preventing a change in control and might adversely  affect
the market price of our common stock. This concentration of ownership may not be
in the best interests of all our stockholders.


     We do not anticipate  paying dividends in the foreseeable  future,  and the
     lack of dividends may have a negative effect on the stock price.

         We have never declared or paid any cash dividends or  distributions  on
our common stock.  We currently  intend to retain our future earnings to support
operations and to finance expansion and, therefore, do not anticipate paying any
cash dividends on our common stock in the foreseeable future.


ITEM 2. PROPERTIES

         We recently acquired a facility in Morgan Hill,  California that serves
as our corporate headquarters. We acquired such lease on December 1, 2003 by way
of assignment from RecycleNation, Inc. David Smith, our Chief Executive Officer,


                                       13
<PAGE>

also served as President  and director of  RecycleNation,  Inc.  until  November
2003.  The Morgan Hill facility  houses  executive and  administrative  offices,
material collection and sorting,  refurbishing and component retrieval services.
We lease 13,939 square feet  pursuant to a lease  expiring on June 30, 2005 with
current monthly payments of $9,751 U.S.

         We lease 11,943  square feet of office and  warehouse  space in Calgary
pursuant to a lease expiring  January 31, 2009 with current monthly  payments of
$7,215 Cad ($5,478  U.S.) that  increases to $7,962 Cad ($6,046  U.S.) per month
over the term of the lease.  This  facility  is used for  administration  and to
warehouse consignment inventory.

         We own  22,493  square  feet  of  office  and  warehouse  space  and an
additional  14,000  square ft of  warehouse  situated  on 5.43  acres in Rimbey,
Alberta.  This office has a book value of $219,034  and is subject to a mortgage
with the Business  Development Bank of Canada. See "Indebtedness" above for more
information. This facility is used for electronics recycling operations.

         We believe our  facilities  are  suitable  and adequate for our current
business  activities.  In  management's  opinion,  the facilities are adequately
covered  by  insurance.  Presently  we are  adding  equipment  to the  recycling
facility for which we are raising  money  through a capital  equipment  loan and
private placements.  The estimated cost of this improvement is $1.2 million. See
"Business  Operations"  and "Item 6.  Management's  Discussion  and  Analysis of
Financial Condition or Plan of Operations" for more information.


ITEM 3. LEGAL PROCEEDINGS

         As of the  date of this  Annual  Report  on Form  10-KSB,  there  is no
material  proceeding as to which any of our directors,  officers,  affiliates or
stockholders is a party adverse to our company.

         On September  10, 2003,  Tel-o-FAX  GmbH filed a claim in the amount of
$385,000  against  Maxus  Technology,  Inc.  in the  Court of  Queen's  Bench of
Alberta,  Canada.  The plaintiff  claims  breach of contract on delivering  more
goods than required and failing to supply a key component of the goods and seeks
monetary damages.  We have not received any documentation or discovery  relating
to the case as of yet, and we are  therefore  unable to assess the merits of the
claim. We believe the claim to be without merit based on the information we have
and  accordingly  have made no provision  in the accounts or in these  financial
statements with respect to this matter.


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


         No matters were  submitted to a vote of the holders of our common stock
during the fourth quarter of the fiscal year ended November 30, 2003.

                                     PART II

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

         Shares of our common stock are traded on the OTC  Bulletin  Board under
the symbol "MNXS".  There is currently no broadly followed  established  trading
market for our common stock. An established  trading market may never develop or
be maintained. Active trading markets generally result in lower price volatility
and more efficient execution of buy and sell orders.

         Holders.  As of February 27, 2004 we had approximately 195 stockholders
of common stock of record, and our common stock had a closing bid price of $1.18
per share and a closing ask price of $1.18 per share.

         The following  table sets forth the quarterly  average high and low bid
prices per share for the common stock for the past two years:






                                       14
<PAGE>

Fiscal Year Ended                   Common Stock
November 30, 2002                ------------------
                                  High         Low
                                 ------      ------
First Quarter                    $38.83      $33.15
Second Quarter                   $26.94      $24.03
Third Quarter                    $18.05      $14.92
Fourth Quarter                   $13.59      $11.56

Fiscal Year Ended                   Common Stock
November 30, 2003                ------------------
                                  High         Low
                                 ------      ------
First Quarter                    $2.80        $2.62
Second Quarter                   $1.13        $1.06
Third Quarter                    $1.19        $1.13
Fourth Quarter                   $3.11        $2.96

First Quarter -- 2004
(through February 29,
2004)                            $1.17        $1.15

         The  source  for  the  high  and  low  closing   bids   quotations   is
www.finance.yahoo.com  and does not reflect inter-dealer prices. Such quotations
are without retail  mark-ups,  mark-downs or commissions,  and may not represent
actual transactions and have not been adjusted for stock dividends or splits.

         Dividends.  We have  never  declared  or paid  any  cash  dividends  or
distributions  on our common  stock.  We  currently  intend to retain our future
earnings to support operations and to finance expansion and,  therefore,  do not
anticipate  paying any cash  dividends  on our common  stock in the  foreseeable
future.

         Recent Sales of Unregistered Securities.  Each issuance set forth below
was made in reliance upon the exemptions from  registration  requirements of the
Securities Act of 1933, as amended,  contained in Section 4(2) on the basis that
such transactions did not involve a public offering or Section 3(7) on the basis
that such  securities  were  issued by a  receiver  or by a trustee or debtor in
possession  in a case under title 11 of the United  States Code and  approved by
the court.  When  appropriate,  we determined  that the purchasers of securities
described below were  sophisticated  investors who had the financial  ability to
assume  the  risk of  their  investment  in our  securities  and  acquired  such
securities for their own account and not with a view to any distribution thereof
to the public. Where required by applicable law, the certificates evidencing the
securities bear legends stating that the securities are not to be offered,  sold
or transferred other than pursuant to an effective  registration statement under
the Securities Act or an exemption from such registration requirements.

         Pursuant to the plan of bankruptcy,  we issued  6,000,000 shares of our
common stock (the "1145  Shares"),  which,  under Section  1145(a) of the of the
United States Bankruptcy Code, were exempt from the registration requirements of
Section 5 of the Securities Act of 1933, and an additional 25,000,000 restricted
shares of our common  stock.  The 1145 Shares were issued on November  14, 2003.
The party entitled to receive the restricted  shares waived its right to receive
such  shares  in  consideration  for a cash  payment,  and  said  shares  remain
authorized and available for issuance.

         In  November  2003,  we issued a total of 456,998  shares of our common
stock, at a purchase price of $0.65 per share, to the following persons:

                 NAME           SHARES            PRICE              AMOUNT
         ----------------- ---------------- ------------------ -----------------
         Ted Moorhead               38,461            $ 0.65         $25,000.00
         Dave Bamber                29,000              0.65          18,850.00
         Jim Bannister             118,461              0.65          77,000.00
         Phil Sprung                38,461              0.65          25,000.00
         Gilbert Boddez             38,769              0.65          25,200.00
         Anthony Johnson            40,000              0.65          26,000.00
         Janlink Limited           153,846              0.65         100,000.00
         Total                     456,997                          $297,050.00


                                       15
<PAGE>
<TABLE>
<CAPTION>


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


     Results from Operations

                                           For the Twelve                             For the Twelve
                                               Month                                       Month
                                            Period Ended                               Period Ended
                                              11/30/03                                   11/30/02
                                                 $               % of Revenue                $              % of Revenue
                                                 -            ------------------             -              ------------
<S>                                       <C>                 <C>                    <C>                    <C>
Revenue                                           3,583,124                 100%              3,275,954                100%

Cost of Goods Sold                                2,329,501                  65%              2,351,304                 72%
                                          -----------------   ------------------     ------------------   -----------------
Gross Profit                                      1,253,623                  35%                924,650                 28%
                                          -----------------   ------------------     ------------------   -----------------

Operating Expenses
 General and Administrative                       1,829,142                  51%              1,115,415                 34%
 Interest and Bank Charges                           69,240                   2%                 12,327                  0%
 Amortization                                       168,314                   5%                 45,476                  1%
                                          -----------------   ------------------     ------------------   -----------------
      Total Operating Expenses                    2,066,696                  58%              1,173,218                 36%
                                          -----------------   ------------------     ------------------   -----------------
                                          -----------------   ------------------     ------------------   -----------------
      Operating income (loss)                      (813,073)                (23%)              (248,568)                (8%)
                                          -----------------   ------------------     ------------------   -----------------

Other Income                                           7527                 0.2%                  12602                0.4%
Gain on disposal of property and equipment                0                 0.0%                    297                0.0%
Interest Income                                         364                 0.0%                   7652                0.2%
                                          -----------------   ------------------     ------------------   -----------------
                                                       7891                 0.2%                  20551                0.6%
                                          -----------------   ------------------     ------------------   -----------------
                                          -----------------   ------------------     ------------------   -----------------
Loss Before Income Taxes                           (805,182)                (22%)              (228,017)                (7%)
                                          -----------------   ------------------     ------------------   -----------------
Income Taxes                                              0                                       9,386
                                          -----------------   ------------------     ------------------   -----------------
Net income (loss)                                  (805,182)                (22%)              (237,403)                (7%)
                                          -----------------   ------------------     ------------------   -----------------
</TABLE>


     Company Overview

         We operate under four significant  business units:  Consignment  Sales,
Broker Sales, Equipment Resale, and Other Sales.

         Consignment  Sales.  Consignment sales generally involve contracts that
result in end of life and surplus  equipment  being  delivered to on consignment


                                       16
<PAGE>

for potential sale. If the equipment is sold, revenues from the sale are divided
between  us and the  client as  agreed.  If the  equipment  is not sold by a pre
determined date, the client will often contract with us to recycle the equipment
in our recycling  division.  In the twelve month period ended November 30, 2003,
we reported gross revenues of $465,806 from consignment sales.

         Our consignment  contract backlog  consists of existing  contracts with
Xerox Corporation,  Telus Communications,  Sasktel, Aviza Technology Inc., Devon
Energy, Talisman Energy, and Waste Management.

         Broker Sales.  Broker sales involve  transactions  whereby equipment is
procured  and sold in one  transaction.  We act as a broker by matching a seller
and purchaser of equipment.  The equipment is shipped directly to the buyer from
the seller.  In the twelve  month  period  ended  November  30, 2003 we recorded
revenues of $1,576,575 in this unit.

         Equipment Resale. Equipment resale represents sales of equipment stored
at our warehouse.  This equipment may include written off inventory or equipment
bought for later resale.  This normally would include parts for different  types
of computer and telecom equipment. In the twelve month period ended November 30,
2003 we recorded revenues of $537,469 in this unit.

         Other Sales.  Other sales primarily  consist of revenue  generated from
recycling  revenue.  We established a facility for the tear down and dismantling
of electronic eWaste including computers, telephones, cell phones, printers, and
photocopiers.  Revenue is generated  from circuit  board  teardown,  re-sales of
metals,  sales of parts and  certified  destruction.  In the twelve month period
ended November 30, 2003 we recorded revenues of $1,003,274 in this unit.

         Our growth  strategy is to continue to pursue  longer term  consignment
contracts with large companies that provide  recurring,  multiple-year  revenues
with  attractive  gross profit  margins;  expand our recycling  division to take
advantage  of  proposed  government  legislation  and  increased   environmental
sensitivity of large corporations;  and increase the amount of revenue generated
through broker sales and equipment resale.

         The table below shows a comparison  of our sales figures for the twelve
month periods ended November 30, 2003 and November 30, 2002,  respectively,  for
each of our business units:

    Sales Type             2003      % of Revenue        2002       % of Revenue
    ----------             ----      ------------        ----       ------------
Consignment Sales        $465,806        13%           $458,634         14%
   Broker Sales        $1,576,575        44%        $ 2,031,091         62%
 Equipment Resale        $537,469        15%           $393,114         12%
   Other Sales         $1,003,274        28%           $393,115         12%
      Total            $3,583,124       100%         $3,275,954        100%


         Comparison  of twelve month  period  ended  November 30, 2003 to twelve
month period ended November 30, 2002.

         Revenues.  Our total  revenue was  $3,583,124  and  $3,275,954  for the
twelve  month   periods   ended   November  30,  2003  and  November  30,  2002,
respectively.

         Gross Profit.  Our gross profit totaled $1,253,623 and $924,650 for the
twelve  month   periods   ended   November  30,  2003  and  November  30,  2002,
respectively.  For the twelve month period  ended  November 30, 2003,  our gross
profit  margin of thirty five  percent  (35%)  represented  an increase of seven
percent (7%) or $328,973  from the twelve month period ended  November 30, 2002.
This increase  reflects the  continuing  shift into  recycling  and  consignment
contracts.  Consignment  sales  provide  higher  margins  by  providing  us with
exclusive  rights  to  equipment.  Exclusivity  allows us more time to find more
competitive buyers generally resulting in a higher sales price.


                                       17
<PAGE>

         On February 9, 2004 we entered  into an agreement  with MeWa  Recycling
Machinen  und  Anlagenbau  GmbH  that  grants  us  exclusive  rights to the MeWa
recycling technology in North and South America. We believe this technology will
reduce our labor costs,  while  increasing our volume.  This technology may also
allow for the reduction in logistics  cost. For the above  mentioned  reasons we
believe  the  utilization  of this  technology  may result in an increase in our
margins.

         General and Administrative  ("G&A") Expenses.  Our G&A expenses totaled
$1,829,142  and  $1,115,415 for the twelve month periods ended November 30, 2003
and November 30, 2002, respectively.  For the twelve month period ended November
30, 2003, G&A expenses  accounted for  approximately  fifty one percent (51%) of
total  revenue,  up seventeen  percent  (17%) or $713,727  from the twelve month
period ended November 30, 2002. This increase in G&A was caused primarily by (i)
increased  compensation  and  benefits of  $535,136  associated  with  increased
corporate   headcount  from  21  to  70  employees   primarily  related  to  the
establishment  of a  recycling  facility in Alberta;  (ii)  increased  legal and
outside  professional  costs of $257,252  primarily  associated with the cost of
going  public,;  and (iii) higher  travel costs of $40,269  associated  with our
sales and marketing programs.

         Interest  and Bank  Charges.  Our  interest  and bank  charges  totaled
$69,240 and $12,327 for the twelve  month  periods  ended  November 30, 2003 and
November 30, 2002, respectively.  For the twelve month period ended November 30,
2003,  interest and bank charges accounted for approximately two percent (2%) of
total  revenue,  up 1.7% or $56,913 from the twelve month period ended  November
30, 2002.  The increase was caused  primarily  from  increased  financing  costs
associated  with building and equipment from our recycling  facility  located in
Alberta.

         Depreciation and  Amortization.  Our  depreciation  expense amounted to
$168,314 and $45,476 for the twelve month  periods  ended  November 30, 2003 and
November 30, 2002, respectively.  For the twelve month period ended November 30,
2003,  depreciation expense accounted for five percent (5%) of total revenue, up
four  percent (4%) or $122,838  from the twelve month period ended  November 30,
2002.  This  increase is the result of increased  purchases of real property and
equipment for the Alberta recycling facility.

         Operating Income (Loss). We had an operating loss of $813,073 or twenty
three  percent  (23%) of revenue for the twelve month period ended  November 30,
2003,  as compared  with an  operating  loss  $248,568 or eight  percent (8%) of
revenue for the twelve month period ended  November 30, 2002. The operating loss
for the twelve month period ended November 30, 2003 increased  $564,505 from the
prior  period  and was  attributable  principally  to costs  associated  with an
increase in the number of employees,  increased  professional fees and increased
interest costs and amortization costs associated with our recycling facility.


     Liquidity and Capital Resources

         Our  Consolidated  Statements  of Cash Flows detail the cash flows from
operating,  investing and financing  activities.  Primary sources of funding for
our  operations  and growth have been cash  generated  from current  operations,
proceeds from the issuance of common  stock,  short term loans and advances from
related  parties,  proceeds  from long term debt to  supplement  the purchase of
capital  equipment  and the  increase  in our  operating  line of credit.  As of
November 30, 2003, we had cash and cash  equivalents of $116,759  versus $47,417
at November 30, 2002. Our cash increased by $69,342.

         Cash Flows from  Operating  Activities.  Our net cash used in operating
activities  was $518,323  for the twelve  month period ended  November 30, 2003.
This  reflects a loss of  $805,182,  amortization  of $168,314  and  decrease in
working capital of $118,545.

         As compared to fiscal 2003,  our net cash used in operating  activities
was $633,422 for the twelve month period ended  November 30, 2002.  Our net loss
was  $237,403,  amortization  was $45,476 and  increased  working  capital needs
required cash of $441,186.

         Cash  Used in  Investing  Activities.  Our net cash  used in  investing
activities  for the twelve  month  period  November  30, 2003 was  $362,605  and
resulted  principally from purchases of capital equipment related to the Alberta
recycling facility and purchase of software for a management information system.



                                       18
<PAGE>
<TABLE>
<CAPTION>

         For the twelve month period ended  November 30, 2002, our net cash used
in  investing  activities  was  $658,070,  which was  primarily  related  to the
acquisition  of real property and capital  equipment  for the Alberta  recycling
facility.

         Cash  Provided by  Financing  Activities.  For the twelve  month period
ended November 30, 2003, we generated  $957,527 from financing  activities.  The
financing  activities  included (i) $331,091  from  placements  of equity;  (ii)
$98,745  resulting from advances from  stockholders;  (iii) $225,702 in proceeds
from  long  term  debt and  (iv)  $311,808  resulting  from an  increase  in our
operating line of credit.

         For the twelve  month period  ended  November  30,  2002,  our net cash
generated from financing  activities totaled $1,128,355 and resulted principally
from advances from principal  stockholders of $444,362 and advances of long term
debt of $424,362.

         Subsequent to the year end we raised  $427,050  through share issuances
and $508,000 in short term loans.

         Credit  Facilities.  We  have an  operating  line  of  credit  of up to
$457,721 with the Royal Bank of Canada . Under the terms of this  facility,  the
Royal Bank of Canada will lend up to seventy five percent  (75%) of our accounts
receivable  up to the limit.  Interest  on this  facility is  calculated  at the
prevailing bank prime rate plus 1.0% on the average daily balance of the line of
credit.  The  facility is secured by a general  security  agreement  pursuant to
which  receivables  and general assets are pledged as collateral and by personal
guarantees of our management.

         Long Term Debt. We have four long-term debt facilities. The first three
are from the Business  Development Bank of Canada.  The first facility is a loan
against the building at the Rimbey  facility  with  $365,699  outstanding  as of
November  30,  2003.  The second  facility  is a loan in the amount of  $168,116
against  capital  equipment.  The third  facility is a working  capital  loan of
$37,503.  As at  November  30,  2003  Maxus  Technology  Inc.,  a  wholly  owned
subsidiary,  was not in compliance with a financial  covenant under the terms of
the Royal Bank of Canada borrowing agreement.  The Royal Bank of Canada issued a
waiver  regarding  this breach up to March 10, 2004 at which time the subsidiary
had remedied the breach.

         We also  received a loan from the Royal Bank of Canada for the purchase
of software. As of November 30, 2003 the outstanding balance was for $137,732.


         The following  table  summarizes our  contractual  cash  obligations at
November 30, 2003 and the effect these  obligations  are expected to have on our
liquidity and cash flow in future periods:


Principal Payments Due by Period (in dollars)
---------------------------------------------------------------------------------------
Contractual Cash                       Less than                                After
Obligations                 Total        2004         2005         2006         2007+
---------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
Line of Credit           $  450,312
---------------------------------------------------------------------------------------
Long Term Debt              776,315   $  138,850   $  140,543   $  127,688   $  389,234
---------------------------------------------------------------------------------------
Total Contractual Cash    1,226,627      138,850      140,543      127,688      389,234
---------------------------------------------------------------------------------------
</TABLE>

         Capital  Expenditure  Requirements.  We entered  into an  agreement  to
acquire  capital  equipment  for  recycling  from MeWa  Recycling  Machinen  und
Anlagenbau  GmbH  for  720,000  Euros  (US  $906,000).  This  equipment  will be
delivered  in July and we are  presently  raising  funds  through  both  capital
equipment financing and private placements.  This equipment will be portable and
initially located at our Rimbey, Alberta facility. Depending on demand it may be
relocated to either Toronto or California. We may commit to additional equipment
in 2004 as demand for recycling services increase.

         Research and Development

         We  are  currently   developing  in-house  software  that  acts  as  an
intelligent email  search/matching  system that matches buyers with sellers.  We
have currently committed approximately $50,000 U.S. per year to this initiative.



                                       19
<PAGE>

     Use of Estimates and Certain Significant Estimates

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

     Forward Looking Statements

         Some of the  statements  under  "Business" and elsewhere in this Annual
Report on Form 10-KSB constitute  forward-looking  statements.  These statements
involve known and unknown risks,  uncertainties and other factors that may cause
our actual  results,  levels of  activity,  performance  or  achievements  to be
materially different from any future results,  levels of activity,  performance,
or achievements expressed or implied by such forward-looking statements.

         Such  factors  include,  among other  things,  those  described in this
Annual Report on Form 10-KSB.  In some cases,  you can identify  forward-looking
statements by terminology such as "may," "should," "could,"  "expects," "plans,"
"intends,"  "anticipates,"  "believes,"  "estimates," "predicts," "potential" or
"continue"  or the  negative  of such  terms  or other  comparable  terminology.
Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance,  or  achievements.  Moreover,  neither  we nor any other
person  assumes  responsibility  for  the  accuracy  and  completeness  of  such
statements. We are under no duty to update any of the forward-looking statements
after the date of this Annual Report on Form 10-KSB.

ITEM 7. FINANCIAL STATEMENTS

         Reference is made to page F-1 herein for the Index to the  Consolidated
Financial Statements.


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

         Effective  November  19,  2003,  our Board of  Directors  approved  the
replacement of Williams & Webster,  P.S. ("W&W') as our independent  auditor for
the fiscal year ending  November 30, 2003, with Schwartz  Levitsky  Feldman LLP.
W&W was  terminated  effective  November  19,  2003.  The  reports of W&W on our
consolidated  financial  statements  for the year ended  December 31, 2002,  for
which W&W's Independent  Auditors' Report was dated April 14, 2003, contained no
adverse  opinion or  disclaimer of opinion and were not qualified or modified as
to uncertainty,  other than the ability to continue as a going concern, or audit
scope.

         There  were  no  disagreements  with  W&W  during  the  period  of  its
appointment as independent  auditor  through the date of its  termination on any
matter of accounting principals or practices,  financial statement disclosure or
auditing  scope or  procedure.  Additionally,  there  were no  other  reportable
matters,  as defined in Item 304(a)(1)(iv) of Regulation S-B, during that period
of time.


ITEM 8A. CONTROLS AND PROCEDURES

         We maintain  disclosure  controls and  procedures  that are designed to
ensure that information  required to be disclosed in our Exchange Act reports is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management,  including our Chief Executive Officer and Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure.  Such controls and  procedures,  by their  nature,  can provide only
reasonable assurance regarding management's control objectives.


                                       20
<PAGE>

         We  carried  out an  evaluation,  under  the  supervision  and with the
participation of our management, including our Chief Executive Officer and Chief
Financial  Officer,  on the  effectiveness  of the design and  operation  of our
disclosure  controls  and  procedures  pursuant to Exchange Act Rules 13a-15 and
15d-15 as of November 30, 2003. Based upon that evaluation,  our Chief Executive
Officer and Chief Financial Officer  concluded that our disclosure  controls and
procedures  are  effective  in  timely  alerting  them to  material  information
relating to us (including our consolidated subsidiaries) required to be included
in our Exchange Act reports.

         While we believe that our existing  disclosure  controls and procedures
have been  effective to accomplish  their  objectives,  we intend to continue to
examine,  refine and formulize our  disclosure  controls and  procedures  and to
monitor ongoing developments in this area.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE  OFFICERS OF THE  REGISTRANT;  COMPLIANCE  WITH
         SECTION 16(A) OF THE EXCHANGE ACT

         The information  called for by Item 9 with respect to identification of
our  directors  will be included  under the captions  "Proposal  1:  Election of
Directors,"  "Executive Officers and Compensation" and "Section 16(a) Beneficial
Ownership  Reporting  Compliance"  in the proxy  statement  for our 2004  Annual
Meeting of  Stockholders,  which is expected to be filed with the Securities and
Exchange  Commission  on or before March 11, 2004 (the "2004 Proxy  Statement"),
and is incorporated by reference herein.


     Code of Ethics

         The information called for by Item 9 with respect to our Code of Ethics
will be contained in the 2004 Proxy Statement under the caption "Code of Ethics"
and is incorporated by reference herein.


ITEM 10. EXECUTIVE COMPENSATION

         The  information  called for by Item 10 will be  contained  in the 2004
Proxy  Statement  under the captions  "Executive  Officers and  Compensation,  "
"Option  Grants in Last Fiscal Year" and "Option  Exercises and Holdings in Last
Fiscal Year," and is incorporated by reference herein.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  information  called for by Item 11 will be  contained  in the 2004
Proxy  Statement  under the caption  "Security  Ownership of Certain  Beneficial
Owners and Management" and is incorporated by reference herein.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  called for by Item 12 will be  contained  in the 2004
Proxy  Statement   under  the  caption   "Certain   Relationships   and  Related
Transactions" and is incorporated by reference herein.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

   Statements filed as part of this Report:


         1. Consolidated Financial Statements


See "Index to Consolidated Financial Statements" on page F-1 of this Report.



                                       21
<PAGE>

     Exhibits

         The  following  documents  are  filed  as  exhibits  herewith,   unless
otherwise specified, and are incorporated herein by this reference:

         Exhibit
         Number         Description of Exhibit
         ------------   --------------------------------------------------------
          2.1           Canadian  Share  Exchange  Agreement  dated November 14,
                        2003, among the Registrant, Maxus (Nova Scotia) Company,
                        Maxus Holdings, Inc., 901133 Alberta Ltd., and Medallion
                        Capital  Corporation  as  attorney  and  agent  for  the
                        stockholders  of  901133  Alberta  Ltd.  (schedules  and
                        exhibits omitted). (2)

         2.2            Voting and Exchange Agency  Agreement dated November 14,
                        2003,  among the Registrant,  Maxus Holdings,  Inc., and
                        Medallion  Capital  Corporation  (schedules and exhibits
                        omitted).   (2)

         3.1            Certificate of Incorporation of the Registrant, as filed
                        with the  Secretary  of State of the State of  Delaware.
                        (1)

         3.2            Bylaws of the Registrant. (1)

         16.1           Letter of Williams & Webster,  P.S.,  dated November 18,
                        2003. (2)

         21.1           Subsidiaries of the Registrant. *

         31.1           Statement of Chief Executive Officer Furnished  Pursuant
                        To Section  302 Of The  Sarbanes-Oxley  Act Of 2002,  18
                        U.S.C. Section 1350.*

         31.2           Statement of Chief Financial Officer Furnished  Pursuant
                        To Section  302 Of The  Sarbanes-Oxley  Act Of 2002,  18
                        U.S.C. Section 1350.*

         32.1           Statement of Chief Executive Officer Furnished  Pursuant
                        To Section  906 Of The  Sarbanes-Oxley  Act Of 2002,  18
                        U.S.C. Section 1350.*

         32.2           Statement   Financial  Officer  Furnished   Pursuant  To
                        Section 906 Of The Sarbanes-Oxley Act Of 2002, 18 U.S.C.
                        Section 1350.*
-----------------
*        Filed herewith.

(1) Previously  filed as an exhibit to the Company's  Registration  Statement on
Form SB-2 as filed on March 17, 1999 with the Commission,  which is incorporated
herein by reference.

(2) Previously  filed as an exhibit to the Company's  Current Report on Form 8-K
as filed on November 20, 2003 with the Commission,  which is incorporated herein
by reference.


     Reports on Form 8-K


         We filed a Current Report on Form 8-K with the SEC on November 20, 2003
reporting,  (i) the  change  in  control  of our  company;  (ii)  change  in our
certifying  accountant and (iii) Financial Statements and Exhibits filed as part
of the Current Report.


         We filed a Current  Report on Form 8-K/A  with the SEC on  January  23,
2004 to include Pro Forma Financial  Information  for the previously  filed Form
8-K referenced above.


         There  were no other  reports on Form 8-K filed with the SEC during the
last quarter of fiscal year ended November 30, 2003.

                                       22
<PAGE>

ITEM 14. Principal Accountant Fees and Services

         The response to this Item will be contained in the 2004 Proxy Statement
under the caption  "Relationship with Independent  Auditors" and is incorporated
by reference herein.




































                                       23
<PAGE>

                                   SIGNATURES


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


                                                   Medinex Systems, Inc.

Dated:  March 11, 2004                             By: /s/ Michele Whatmore
                                                      --------------------------
                                                      Michele Whatmore
                                                      President




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


Dated:  March 11, 2004                             By: /s/ Michele Whatmore
                                                      --------------------------
                                                      Michele Whatmore
                                                      President
                                                      Director


Dated:  March 11, 2004                             By: /s/ David Smith
                                                      --------------------------
                                                      David Smith
                                                      Chief Executive Officer


Dated:  March 11, 2004                             By: /s/ James Ross
                                                      --------------------------
                                                      James Ross
                                                      Chief Financial Officer
























                                       24
<PAGE>

                              MEDINEX SYSTEMS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                        AS OF NOVEMBER 30, 2003 AND 2002

                  Together With Report of Independent Auditors

                        (Amounts expressed in US Dollars)

                                TABLE OF CONTENTS

Report of Independent Auditors                                                 1
Consolidated Balance Sheets as of November 30, 2003 and 2002               2 - 3
Consolidated Statements of Operations for the years ended
     November 30, 2003 and 2002                                                4
Consolidated Statements of Cash Flows for the years ended November 30,
     2003 and 2002
Consolidated Statements of Changes in Stockholders' Deficiency for the
     years ended November 30, 2003 and 2002                                    6
Notes to Consolidated Financial Statements                                7 - 23


<PAGE>

Schwartz Levitsky Feldman lip
CHARTERED ACCOUNTANTS
TORONTO, MONTREAL, OTTAWA


                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of Medinex Systems, Inc.

We have  audited  the  consolidated  balance  sheets of  Medinex  Systems,  Inc.
(incorporated in Delaware) as of November 30, 2003 and 2002 and the consolidated
statements of operations, cash flows and changes in stockholders' deficiency for
each of the years then ended.  These consolidated  financial  statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial position of the Corporation as of November 30,
2003 and 2002 and the results of its operations and its cash flows for the years
then ended in conformity with generally  accepted  accounting  principles in the
United States of America.

                                                 "SCHWARTZ LEVITSKY FELDMAN LLP"
Toronto, Ontario
January 16, 2004, except for
      note 9(a) which is as of March 10, 2004              Chartered Accountants














1167 Caledonia Road
Toronto, Ontario M6A 2X1
Fax: 416 785 5663
Tel: 416 785 5353

<PAGE>


MEDINEX SYSTEMS, INC.
Consolidated Balance Sheets
As of November 30, 2003 and 2002
(Amounts expressed in US Dollars)
                                                              2003         2002

                                     ASSETS
                                                                $           $
CURRENT ASSETS

           Cash                                              116,759      47,417
           Marketable and other securities                       970         805
           Accounts receivable (note 3)                      420,477     420,600
           Income tax recoverable                             17,959      22,734
           Inventory (note 4)                                 74,703       9,592
           Prepaid expenses                                   12,078      19,292
                                                           ---------   ---------

                                                             642,946     520,440
LOAN RECEIVABLE (note 5)                                      10,744
                                                                       ---------

PROPERTY, PLANT AND EQUIPMENT (note 6)                     1,025,674     674,922
                                                           ---------   ---------






                                                           1,679,364   1,195,362
                                                           =========   =========










The accompanying notes are an integral part of these consolidated financial
statements.












                                                                               2





<PAGE>
<TABLE>
<CAPTION>

MEDINEX SYSTEMS, INC.
Consolidated Balance Sheets
As of November 30, 2003 and 2002
(Amounts expressed in US Dollars)

                                                                    2003          2002
                                                                     $             $
<S>                                                            <C>            <C>

                                 LIABILITIES
CURRENT LIABILITIES

           Bank indebtedness (note 7)                             450,312        90,565
           Accounts payable and accrued liabilities (note 8)      377,118       243,444
           Current portion of long-term debt                      138,850        58,675
                                                               ----------    ----------
                                                                  966,280       392,684

LONG-TERM DEBT (note 9)                                           637,465       380,722
DUE TO RELATED CORPORATIONS (note 10)                             728,439       514,979
                                                               ----------    ----------
                                                                2,332,184     1,288,385

CONTINGENCIES AND COMMITMENTS (note 15 and 16)

                            STOCKHOLDERS' DEFICIENCY

CAPTIAL STOCK (note 11)                                           213,609       203,653

ADDITIONAL PAID-IN-CAPITAL (DISCOUNT)                             117,545      (203,590)

ACCUMULATED OTHER COMPREHENSIVE LOSS                              (96,552)      (10,846)

DEFICIT                                                          (887,422)      (82,240)
                                                               ----------    ----------

                                                                 (652,820)      (93,023)
                                                               ----------    ----------

                                                                1,679,364     1,195,362
                                                               ==========    ==========

</TABLE>









The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                                                               3

<PAGE>
<TABLE>
<CAPTION>

MEDINEX SYSTEMS, INC.
Consolidated Statements of Operations
For the years ended November 30, 2003 and 2002
(Amounts expressed in US Dollars)

                                                            2003           2002

                                                              $              $
<S>                                                       <C>            <C>

SALES                                                     3,583,124      3,275,954

Cost of sales                                             2,329,501      2,351,304
                                                        -----------    -----------

GROSS PROFIT                                              1,253,623        924,650
                                                        -----------    -----------

OPERATING EXPENSES

           General and administrative expenses            1,829,142      1,115,415
           Long-term debt interest                           69,240         12,327
           Amortization                                     168,314         45,476
                                                        -----------    -----------

                                                          2,066,696      1,173,218
                                                        -----------    -----------

LOSS FROM OPERATIONS                                       (813,073)      (248,568)
                                                        -----------    -----------

OTHER INCOME

           Other income                                       7,527         12,602
           Gain on disposal of property and equipment          --              297
           Interest income                                      364          7,652
                                                        -----------    -----------

                                                              7,891         20,551
                                                        -----------    -----------

LOSS BEFORE INCOME TAXES                                   (805,182)      (228,017)

           Income taxes (note 13)                              --            9,386
                                                        -----------    -----------

NET LOSS                                                   (805,182)      (237,403)
                                                        ===========    ===========

Net loss per share, basic and diluted                         (0.04)         (0.02)
                                                        ===========    ===========

Weighted average common shares outstanding               20,932,143     15,000,000
                                                        ===========    ===========
</TABLE>










The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                                                               4


<PAGE>
<TABLE>
<CAPTION>

MEDINEX SYSTEMS, INC.
Consolidated Statements of Cash Flows For the years ended November 30, 2003 and
2002 (Amounts expressed in US Dollars)
                                                                      2003          2002

                                                                        $             $
<S>                                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                            (805,182)     (237,403)
Adjustments for items not affecting cash
            Amortization                                             168,314        45,476
            Gain on disposition of property and equipment               --            (297)
            Write-down of marketable securities                         --           3,038
            (Increase) decrease in accounts receivable                78,781      (141,706)
            (Increase) decrease in inventory                         (57,706)        5,079
            (Increase) decrease in prepaid expenses                   10,201       (13,772)
            Increase (decrease) in accounts payable and accrued
                liabilities                                           78,653      (244,533)
            Increase (decrease) in income taxes                        8,616       (49,304)
                                                                  ----------    ----------

Net cash used in operating activities                               (518,323)     (633,422)
                                                                  ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisitions of property and equipment                              (362,605)     (658,070)
                                                                  ----------    ----------

Net cash used in investing activities                               (362,605)     (658,070)
                                                                  ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES

        Proceeds from issuance of capital stock                      331,091          --
        Proceeds from due to related corporations                     98,745       444,410
        Proceeds from long-term debt                                 225,702       424,362
        Increase in bank indebtedness                                311,808        90,565
        (Increase) decrease in loan receivable                        (9,819)        8,052
        Decrease in loan receivable from related individuals            --         160,966
                                                                  ----------    ----------


        Net cash provided by financing activities                    957,527     1,128,355
                                                                  ----------    ----------

     EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES                 (7,257)          213
                                                                  ----------    ----------

     NET INCREASE (DECREASE) IN CASH                                  69,342      (162,924)

        Cash, beginning of year                                       47,417       210,341
                                                                  ----------    ----------

     CASH, END OF YEAR                                               116,759        47,417
                                                                  ==========    ==========

INCOME TAXES PAID                                                     15,990         9,386
                                                                  ==========    ==========

INTEREST PAID                                                         69,240        13,823
                                                                  ==========    ==========
</TABLE>





The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                                                               5
<PAGE>
<TABLE>
<CAPTION>

MEDINEX SYSTEMS, INC.
Consolidated Statements of Changes in Stockholders' Deficiency
For the years ended November 30, 2003 and 2002
(Amounts expressed in US dollars)

                                            Common                    Additional                                  Accumulated
                                             Stock         Common        Paid-In       Retained                         Other
                                         Number of          Stock        Capital       Earnings  Comprehensive  Comprehensive
                                            Shares         Amount     (Discount)      (Deficit)           Loss           Loss
                                       -----------    -----------    -----------    -----------    -----------    -----------
<S>                                    <C>            <C>            <C>            <C>            <C>            <C>
                                                           $              $              $              $              $
Balance as of November 30, 2001         16,923,080        169,231       (169,168)       155,163           --          (10,518)
Issuance of shares                       3,442,208         34,422        (34,422)          --             --             --
Foreign currency translation                  --             --             --             --             (328)          (328)
Net loss for the year                         --             --             --         (237,403)      (237,403)          --
                                       -----------    -----------    -----------    -----------    -----------    -----------

Balance as of November 30, 2002         20,365,288        203,653       (203,590)       (82,240)      (237,731)       (10,846)
                                       ===========    ===========    ===========    ===========    ===========    ===========

   Reverse stock split 1:100           (20,161,635)      (201,616)       201,616           --             --             --
   Issuance of shares                   31,000,000        310,000       (310,000)          --             --             --
   Cancellation of shares              (25,000,000)      (250,000)       250,000           --             --             --
   Shares issued pursuant to reverse
      acquisition                       15,000,000        150,000         78,891           --             --             --
   Shares issued pursuant to private
      placement                            157,230          1,572        100,628           --             --             --
   Foreign currency translation               --             --             --             --          (85,706)       (85,706)
   Net loss for the year                      --             --             --         (805,182)      (805,182)
                                       -----------    -----------    -----------    -----------    -----------    -----------

Balance as of November 30, 2003         21,360,883        213,609        117,545       (887,422)      (890,888)       (96,552)
                                       ===========    ===========    ===========    ===========    ===========    ===========

</TABLE>

























The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                                                               6


<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)

1.   GENERAL

     a)   Background information

          Medinex  Systems,  Inc. (the  "Corporation"  or  'Medinex'),  a public
          company,  was  incorporated  in the  State of  Delaware  in  1997.  On
          November 27, 2002,  Medinex  filed a petition for relief under Chapter
          11 of the  federal  bankruptcy  laws in the United  States  Bankruptcy
          Court for the District of Idaho. The Court entered an Order Confirming
          the Debtor's Plan  ("Reorganization  Plan") on March 6, 2003. Pursuant
          to  the  Reorganization   Plan,  the  Bankruptcy  Court  approved  and
          designated  a Phase One sale and a Phase Two  sale.  Both  Phase I and
          Phase II sales were  completed on March 26, 2003,  and March 27, 2003,
          respectively.

          901133 Alberta Ltd.  ("901133") was  incorporated  on October 12, 2000
          under the provisions of the Business  Corporations Act of the Province
          of Alberta,  Canada and is principally engaged in distributing new and
          used telecommunications equipmentand recycling electronic wastethrough
          its operating subsidiaries.

          On November 14, 2003, Medinex and two of its subsidiaries entered into
          a  Securities  Exchange  Agreement  with  901133.  In exchange for the
          acquisition  of 100% interest in 901133,  the  shareholders  of 901133
          were issued a total of  15,000,000  common  shares of which  4,732,160
          shares  were  issued by Maxus (Nova  Scotia)  Company  and  10,267,840
          shares of common  stock  (exchangeable  shares)  were  issued by Maxus
          Holdings, Inc. The exchangeable shares are immediately exchangeable at
          the option of the  holder at any time,  for shares of Medinex on a one
          for one basis.  Following the share exchange,  the former shareholders
          of 901133  held  70.74% of the  shares  of  common  stock of  Medinex.
          Consequently,   even  though  Medinex  is  the  legal  acquirer,  this
          transaction  is  treated  as an  acquisition  of  Medinex  by  901133.

          Concurrently  with this  transaction,  Medinex changed its year end to
          coincide with those of its  subsidiaries.  The  comparative  financial
          statements are those of 901133, the accounting acquirer.

     b)   Management's plans to mitigate certain adverse financial conditions

          As at  year-end,  there  were  certain  indicators  in  the  financial
          statements of adverse financial conditions. These include:

          i.   Recurring operating losses
          ii.  Stockholders' deficiency
          iii. Working capital deficiency
          iv.  Bank covenant breach

          Included  in  operating   losses  are  certain   one-time  charges  of
          approximately  $170,000 and a payment of $200,000 as consideration for
          the cancellation of the right to receive shares in connection with the
          reverse  merger  transaction  referred  to  above.  In  addition,  the
          Corporation's  bankers to March 10,  2004 have waived a breach of bank
          covenant by a subsidiary, at which date, the breach was remedied.



                                                                               7
<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)

1.   GENERAL (cont'd)

     b)   Management's  plans to mitigate certain adverse  financial  conditions
          (cont'd)

          Management  has initiated  certain  plans  subsequent to the year-end,
          which it believes will mitigate and alleviate these adverse conditions
          and events including:

          i.   Expansion of recycling business

          ii.  Implementation of cost-cutting measures

          iii. Injection  of cash  from the  Corporation  to its  subsidiary  to
               remedy the breach of the banking covenant

          iv.  Ongoing negotiations with alternative sources of financing

          v.   Raised  additional  capital  through  private  placements  in the
               amount of $325,000

          vi.  Obtained short-term financing in the amount of $508,000

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a)   Basis of Consolidated Financial Statements

          The consolidated  financial statements as of November 30, 2003 include
          the  accounts  of  Medinex   Systems,   Inc.,  and  its   wholly-owned
          subsidiaries:  901133 Alberta Ltd., Maxus Technology Inc.,  Triple-Too
          Communications  Inc.,  Maxus Technology S DE RL DE CV, Maxus Holdings,
          Inc., Maxus Technology, Inc. and Maxus (Nova Scotia) Company.

          All  material   inter-company   accounts  and  transaction  have  been
          eliminated.

     b)   Cash

          Cash includes cash on hand,  amounts from and to banks,  and any other
          highly liquid investments purchased with a maturity of three months or
          less. The carrying amount approximates fair value because of the short
          maturity of those instruments.

     c)   Marketable and other securities

          Marketable and other securities  consist  principally of an investment
          in a  publicly  traded  corporation.  Investments  are  classified  as
          held-to-maturity,   trading  or  available-for-sale  at  the  time  of
          purchase.  At  November  30, 2003 and 2002,  all of the  Corporation's
          investment   in    marketable    securities    were    classified   as
          available-for-sale  and  were  carried  at fair  market  value,  which
          approximated  cost. Fair market value is based on quoted market prices
          on the last day of the year.  The cost of the  security  is based upon
          the specific identification method.



                                                                               8
<PAGE>
<TABLE>
<CAPTION>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

     d)   Fair Value of Financial Instruments

          The  carrying  amount  of  the  Corporation's  marketable  securities,
          account  and  other   receivables   and  account  and  other  payables
          approximates  fair  value  because  of the  short  maturity  of  these
          instruments.

     e)   Inventory

          inventory is recorded at the lower of cost and fair market value. Cost
          is determined on the firstin  first-out  basis and consists of various
          telecommunications   equipment  and  scrap  components.

     f)   Long-Term Financial Instruments

          The fair value of each of the Corporation's long-term financial assets
          and debt  instruments  is based on the  amount  of future  cash  flows
          associated with each instrument  discounted  using an estimate of what
          the Corporation's  current  borrowing rate for similar  instruments of
          comparable maturity would be.

          It is of the management's  opinion that the Corporation is not exposed
          to  significant  interest  rate risk,  credit risk or  currency  risks
          arising from these financial instruments.

     g)   Property, Plant and Equipment

          Property,  plant and  equipment  are recorded at cost and amortized on
          the basis of their estimated  useful lives at the undernoted rates and
          methods, except for land, which has been recorded at cost:
          <S>                                 <C>           <C>

          Automobiles                              30%                            declining balance
          Building                            40 years       straight-line, $100,000 residual value
          Utility building                    20 years        straight-line, $10,000 residual value
          Computer hardware                        30%                            declining balance
          Computer hardware under
                            capital lease          30%                            declining balance
          Computer software                       100%                            declining balance
          Equipment, furniture and fixtures        20%                            declining balance
          Leasehold improvements                                   straight-line over term of lease

</TABLE>



          Amortization  for property,  plant and equipment  acquired  during the
          year  is  recorded  at  one-half  of  the   indicated   rates,   which
          approximates when they were put into use.





                                                                               9
<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

     h)   Income Taxes

          The  Corporation  accounts  for  income  tax  under the  provision  of
          Statement of Financial  Accounting  Standards No. 109,  which requires
          recognition  of deferred tax assets and  liabilities  for the expected
          future  tax  consequences  of events  that have been  included  in the
          financial statement or tax returns. Deferred income taxes are provided
          using the  liability  method.  Under the  liability  method,  deferred
          income taxes are recognized for all significant  temporary differences
          between  the  tax  and  financial   statement   bases  of  assets  and
          liabilities.

          Effects  of changes in  enacted  tax laws on  deferred  tax assets and
          liabilities  are reflected as adjustments to tax expense in the period
          of enactment.  Deferred tax assets may be reduced, if deemed necessary
          based on a judgmental assessment of available evidence, by a valuation
          allowance  for the amount of any tax  benefits  which are more likely,
          based on current circumstances, not expected to be realized.

          The  Corporation's  subsidiaries  maintain  their books and records in
          Canadian dollars (the functional  currency).  The financial statements
          are  converted  to  US  dollars  (the   reporting   currency)  as  the
          Corporation  has  elected  to report in US  dollars.  The  translation
          method used is the current rate method which is the method mandated by
          SFAS 52 where the functional  currency is the foreign currency.  Under
          the current rate method all assets and  liabilities  are translated at
          the current  rate,  stockholder's  equity  accounts are  translated at
          historical  rates and revenues and expenses are  translated at average
          rates for the year.

          Due to the fact  that  items in the  financial  statements  are  being
          translated at different rates according to their nature, a translation
          adjustment is created.  This translation  adjustment has been included
          in accumulated other comprehensive loss.

     i)   Foreign Currency Translation

          The  Corporation's  subsidiaries  maintain  their books and records in
          Canadian dollars (the functional  currency).  The financial statements
          are  converted  to  US  dollars  (the   reporting   currency)  as  the
          Corporation  has  elected  to report in US  dollars.  The  translation
          method used is the current rate method which is the method mandated by
          SFAS 52 where the functional  currency is the foreign currency.  Under
          the current rate method all assets and  liabilities  are translated at
          the current  rate,  stockholder's  equity  accounts are  translated at
          historical  rates and revenues and expenses are  translated at average
          rates for the year.

          Due to the fact  that  items in the  financial  statements  are  being
          translated at different rates according to their nature, a translation
          adjustment is created.  This translation  adjustment has been included
          in accumulated other comprehensive loss.







                                                                              10





<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)



2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

     j)   Revenue Recognition

          The  Corporation  generates  sales through three  significant  revenue
          streams:

          i)   Broker Sales

               A broker sale is a transaction  whereby equipment is procured and
               sold in one  transaction.  The  Corporation  acts as a broker  by
               finding a buyer and seller for the  equipment.  The  equipment is
               shipped  directly to the buyer from the seller.  The  Corporation
               recognizes revenue upon shipment to the buyer.

          ii)  Equipment Sales

               These  represent  sales of  equipment  owned  and  stored  at the
               Corporation's  warehouse. The Corporation recognizes revenue upon
               passage of title to the customer, provided that collection of the
               proceeds of sale is reasonably assured.

          iii) Consignment Sales

               These represent sales of a third party's equipment that is stored
               at  the  Corporation's   warehouse.  The  Corporation  recognizes
               revenue upon shipment to the customer.

     k)   Comprehensive Income

          The  Corporation  has  adopted  SFAS No. 130  Reporting  Comprehensive
          Income.  This standard  requires  companies to disclose  comprehensive
          income in their financial statements. In addition to items included in
          net income,  comprehensive  income includes items currently charged or
          credited  directly to stockholders'  equity,  such as foreign currency
          translation adjustments.

     I)   Long-Lived Assets

          The Corporation adopted the provisions of SFAS No. 121, Accounting for
          the Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be
          Disposed of which has been  superseded  by SFAS No. 144.  SFAS No. 144
          requires  that  long-lived  assets to be held and used by an entity be
          reviewed for impairment  whenever  events or changes in  circumstances
          indicate that the carrying  amount of an asset may not be recoverable.
          Management  used its best estimate of the  undiscounted  cash flows to
          evaluate the carrying  amount and have  determined  that no impairment
          has occurred.



                                                                              11





<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

     m)   Use of Estimates

          The  preparation of  consolidated  financial  statements in conformity
          with generally accepted accounting  principles in the United States of
          America  requires  management to make estimates and  assumptions  that
          affect  certain   reported  amounts  of  assets  and  liabilities  and
          disclosures  of contingent  assets and  liabilities at the date of the
          consolidated financial statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates. These estimates are reviewed periodically and as
          adjustments  become  necessary,  they are  reported in earnings in the
          period in which they become known.

     n)   Concentrations of Credit Risks

          The  Corporation's  receivables are unsecured and are generally due in
          30 Days. Currently,  the Corporation's  customers are primarily local,
          national   and   international   telecommunications   companies.   The
          Corporation's receivables do not represent significant  concentrations
          of credit risk as at November  30,  2003,  due to the wide  variety of
          customers,  markets and  geographic  areas to which the  Corporation's
          products are sold.

     o)   Earnings or Loss Per Share

          The Corporation has adopted FAS No. 128,  'Earnings per Share',  which
          requires  disclosure  on  the  financial  statements  of  "basic"  and
          "diluted"  earnings (loss) per share.  Basic earnings (loss) per share
          are  computed by dividing net income  (loss) by the  weighted  average
          number of common shares  outstanding  for the year.  Diluted  earnings
          (loss) per share is  computed  by  dividing  net income  (loss) by the
          weighted average number of common shares outstanding plus common stock
          equivalents  (if  dilutive)  related to stock options and warrants for
          each year.

     p)   Recent Pronouncements

          SFAS  No.  145 -  Rescission  of  FASB  Statements  No.4,  44 and  64,
          Amendment of FASB  Statement No. 13, and Technical  Corrections.  SFAS
          145   updates,    clarifies   and   simplifies   existing   accounting
          pronouncements.  SFAS 145 rescinds  Statement No.4, which required all
          gains and losses from  extinguishment of debt to be aggregated and, if
          material,  classified as an extraordinary  item, net of related income
          tax effect.  As a result,  the criteria in APB Opinion No. 30 will now
          be used to classify those gains and losses because Statement No. 4 has
          been  rescinded.  Statement No. 44 was issued to establish  accounting
          requirements  for the effects of transition to provisions of the Motor
          Carrier  Act of 1980.  Because  the  transition  has  been  completed,
          Statement No. 44 is no longer necessary.




                                                                              12





<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)




2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

     p)   Recent Pronouncements (cont'd)

          SFAS No. 146 - Accounting  for Cost  Associated  with Exit or Disposal
          Activities.  SFAS 146 requires companies to recognize costs associated
          with exit or disposal activities when they are incurred rather than at
          the  date  of a  commitment  to an  exit or  disposal  plan.  Previous
          accounting  guidance  was  provided  by  Emerging  Issues  Task  Force
          ("EITF") Issue No. 94-3. SFAS 146 replaces EITF94-3.  The Statement is
          to be applied  prospectively to exit or disposal activities  initiated
          after December 31, 2002.

          SFAS  No.147 -  Acquisition  of  certain  Financial  Institutions,  an
          amendment of SFAS 72 and 144 and SFAS  interpretation  number 9 issued
          October 2002 and relates to acquisitions of financial institutions.

          SFAS No. 148 - Accounting for Stock Based  Compensation-Transition and
          Disclosure,  an amendment of SFAS 123 issued December 2002 and permits
          two  additional  transition  methods for entities  that adopt the fair
          value based method of accounting for stock based employee compensation
          to avoid the ramp-up effect arising from prospective application. This
          statement  also improves the  prominence  and clarity of the pro-forma
          disclosures required by SFAS 123.

          SEAS No. 149 - Amendment of statement  133 on  derivative  instruments
          and hedging activities.  This statement amends and clarifies financial
          accounting and reporting for derivative  instruments embedded in other
          contracts  (collectively  referred to as derivatives)  and for hedging
          activities  under FASB 133 accounting for derivative  instruments  and
          hedging activities.

          SFAS No.  150-  Accounting  for  certain  financial  instruments  with
          characteristics  of  both  liabilities  and  equity.   This  statement
          establishes  standards  for  how an  issuer  classifies  and  measures
          certain financial instruments with characteristics of both liabilities
          and equity.

          The  Corporation  believes  that  the  above  standards  do not have a
          material  impact on its financial  position,  results of operations or
          cash flows.

3.   ACCOUNTS RECEIVABLE

                                               2003      2002

                                                $         $

     Accounts receivable                     420,477   420,600
     Less: Allowance for doubtful accounts      --        --
                                             -------   -------

                                             420,477   420,600
                                             =======   =======





                                                                              13

<PAGE>


MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)

3.   ACCOUNTS RECEIVABLE (cont'd)

     The Corporation  carries accounts  receivable at the amounts it deems to be
     collectible.  Accordingly, the Corporation provides allowances for accounts
     receivable  it  deems  to  be  uncollectible  based  on  management's  best
     estimates.  Recoveries are recognized in the period they are received.  The
     ultimate  amount of accounts  receivable that becomes  uncollectible  could
     differ from those estimated.

4.   INVENTORY 2003 2002

                                                                $           $
    Inventory is comprised of the following:

    Scrap materials                                           37,021        --
    Finished goods                                            37,682       9,592
                                                           ---------   ---------

                                                              74,703       9,592
                                                           =========   =========

5.   LOAN RECEIVABLE

     The  loan  receivable  from an  unrelated  party is  non-interest  bearing,
     unsecured and without specified terms of repayment.

6.   PROPERTY, PLANT AND EQUIPMENT, NET

                                                               2003        2002
                                                                $           $

     Automobiles                                             121,851      79,826
     Building                                                440,454     361,112
     Utility building                                        176,118     108,666
     Computer hardware                                        34,024      18,484
     Computer hardware under capital lease                    32,580        --
     Computer software                                       206,303       3,824
     Equipment, furniture and fixtures                       300,093     196,200
     Leasehold improvements                                    2,078        --
     Land                                                     38,488      31,948
                                                           ---------   ---------


     COST                                                  1,351,989     800,060
                                                           =========   =========




                                                                              14





<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)


6.   PROPERTY, PLANT AND EQUIPMENT, NET (cont'd)

                                                   2003        2002

     Less: Accumulated amortization                  $           $

        Automobiles                                61,414      43,443
        Building                                   17,970       7,430
        Utility building                           14,049       5,114
        Computer hardware                          19,551      13,793
        Computer hardware under capital lease       5,230        --
        Computer software                         105,455       2,168
        Equipment, furniture and fixtures         102,439      53,190
        Leasehold improvements                        207        --
                                                ---------   ---------

                                                  326,315     125,138
                                                ---------   ---------
     NET                                        1,025,674     674,922
                                                =========   =========

7.   BANK INDEBTEDNESS

     The  Corporation  has entered into a financing  arrangement  with the Royal
     Bank of Canada  ("the  bank") for which a General  Security  Agreement  and
     guarantees  and  postponements  of claims from  related  parties  have been
     provided. All amounts outstanding under this facility are due on demand and
     include the following:

     Prime based loans of up to $188,000 Canadian ($145,000 U.S.), bear interest
     at the bank's prime rate plus 1.0%;

     U.S. dollar operating line of credit of $600,000 Canadian  ($460,000 U.S.),
     bear interest at the U.S. business rate plus 1.0%;

     Foreign  Exchange  line of $40,000  Canadian  ($30,000  U.S.) to facilitate
     forward exchange contracts.

















                                                                              15





<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)

8.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

     Accounts payable and accrued liabilities are comprised of the following:

                                                            2003          2002

                                                              $             $

     Trade payable                                         336,960       234,919
     Accrued liabilities                                    40,158         8,525
                                                        ----------   -----------

                                                           377,118       243,444
                                                        ==========   ===========

9.   LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                             2003      2002

                                                                               $         $
          <S>                                                                 <C>       <C>

     a)   Long-term debt consist of the following:

          Business Development Bank of Canada mortgage, interest
          at bank prime plus 0.75% per annum monthly payments
          of $2,100 and final payment of $2,400 plus interest, due
          March 15, 2018, secured by first mortgage on the land
          and buildings in Rimbey, Alberta. Also secured by a
          General Security Agreement provided by the Corporation
          providing first security interest in all present and after
          acquired personal property                                        365,699    279,873

          Business Development Bank of Canada loan, interest at
          bank prime plus 1.75% per annum monthly payments of
          $3,200 plus interest, until March 15, 2008, secured by a
          General Security Agreement provided by the Corporation
          providing a security interest in all present and after-acquired
          personal property, subject only to existing personal property
          registrations and with a first specific charge on the
          equipment being purchased with this financing                     168,116    124,601

          Business Development Bank of Canada loan, interest at bank
          prime plus 1.75% per annum, monthly payments of $600
          plus interest, until September 15, 2008, secured by joint
          and several guarantee of two directors                             37,503       --








                                                                              16


<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)


9.   LONG-TERM DEBT (cont'd)

                                                                             2003      2002

                                                                               $         $
          General Motors Acceptance Corporation Conditional
          Sales Contract, interest at 11.0% per annum, monthly
           payments of principal and interest of $400 until
          September 6, 2005. The automobile financed
          by this loan is held as security for the loan                        9,610    11,244

          Royal Bank of Canada loan, interest at bank prime plus
          1.0% per annum, monthly payments of principal and
          interest of $4,500 until August 2006, secured by a General
          Security Agreement provided by the corporation                     137,732      --

          Royal Bank of Canada capital lease, interest at 7.2% per
          annum, monthly payments of principal and interest of
          $900 until December 27, 2006, secured by specific charge
          on the computer hardware under capital lease                        32,579      --

          HSBC Bank Canada High Performance Auto Loan, interest
          at 6.95% per annum, monthly payments of principal
          and interest totaling $400, until October 29, 2007
          with $9,000 remaining unpaid. The automobile
          financed by this loan is held as security for the loan              25,076    23,679
                                                                             -------   -------

                                                                             776,315   439,397

          Less: Current portion                                              138,850    58,675
                                                                             -------   -------

                                                                             637,465   380,722
                                                                             =======   =======
</TABLE>

          As at November 30, 2003, a wholly-owned  subsidiary of Medinex was not
          in  compliance  with a financial  covenant of the Royal Bank of Canada
          (the  "bank")  borrowing  agreement.  The bank has  issued a waiver to
          March 10, 2004 at which date the subsidiary had remedied the breach.





                                                                              17


<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)


9.   LONG-TERM DEBT (cont'd)

     b)   The estimated  principal  repayments on long-term debts in each of the
          next five fiscal years are as follows:

          2004                                                        $  138,850
          2005                                                           140,543
          2006                                                           127,688
          2007                                                            86,115
          2008                                                            44,893
          2009 and thereafter                                            238,226
                                                                      ----------

                                                                      $  776,315
                                                                      ==========

     c)   Interest  expense  related to long-term  debt was $69,240  ($12,327 in
          2002).

10.  DUE TO RELATED CORPORATIONS

     The amounts due to related corporations are non-interest  bearing,  have no
     specific repaymentterms and are not expected to be repaid prior to December
     1,  2004.  The fair  value of the loan has been  estimated  by  discounting
     future cash flows using an  estimated  rate of 6% perannum.  The  fairvalue
     amounts to $687,000.

11.  CAPITAL STOCK

     a)   Authorized

          10,000 Preferred shares, $0.01 par value
          100,000,000 Common shares, $0.01 par value

     b)   Issued                                              2003        2002

                                                                $           $

          21,360,883 Common shares (20,365,288 in 2002)      213,609     203,653
                                                           =========   =========







                                                                              18






<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)


11.  CAPITAL STOCK (cont'd)

     c)   Changes to Issued Share Capital

          Transactions prior to reverse acquisition
          -----------------------------------------

          i.   During 2002,  the  Corporation  issued  679,208  shares of common
               stock to extinguish liabilities.

          ii.  During 2002, the Corporation  issued  2,763,000  shares of common
               stock for cash.

          iii. On October 10, 2003,  the  Corporation  underwent a 1:100 reverse
               stock split of its common shares.

          iv.  Pursuant to the Orders of the United States  Bankruptcy Court for
               the  District of Idaho,  the  Corporation  was  directed to issue
               31,000,000 shares of common stock.

          v.   On November  14, 2003,  the  Corporation  repurchased  25,000,000
               shares of common stock.

          Transaction pursuant to reverse acquisition
          -------------------------------------------

          vi.  On November 14, 2003, the Corporation  issued  15,000,000  common
               shares,  which includes  10,267,840  exchangeable shares of Maxus
               Holdings,  Inc., in exchange for 100% interest in 901133  Alberta
               Ltd.

          Transactions subsequent to reverse acquisition
          ----------------------------------------------

          vii. On November  25,  2003,  the  Corporation  entered into a private
               placement agreement whereby 456,997 common shares would be issued
               at a price of $0.65  each.  As at year  end,  157,230  shares  of
               common stock had been issued pursuant to the private placement.

12.  COMPREHENSIVE LOSS

     The components of comprehensive loss are as follows:

                                                             2003        2002

                                                               $           $

     Net loss                                              (805,182)   (237,403)
     Foreign currency translation                           (85,706)       (328)
                                                           --------    --------

     COMPREHENSIVE LOSS                                    (890,888)   (237,731)
                                                           ========    ========

     The accumulated other comprehensive loss of the Corporation consists solely
     of foreign exchange translation adjustments.




                                                                              19


<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)


13.  INCOME TAXES
                                                              2003        2002

                                                                $           $

     a)   Current                                               --         9,386
                                                           =========   =========

     b)   The tax  effect  of  significant  temporary  differences  representing
          deferred tax assets is as follows:

                                                           2003          2002

                                                             $             $

     Deferred tax assets:

        Operating loss carryforwards                      370,000        80,000
        Valuation allowance                              (370,000)      (80,000)
                                                       ----------    ----------

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

     These losses expire in varying amounts between 2009 and 2023.

14.  RELATED PARTY TRANSACTIONS

     Amount due from or payable  to  companies  and  related  parties  which are
     related through common ownership are as follows:

                                                              2003        2002

                                                                $           $

     Balances, end of the year:

     Due to related corporations                             728,439     514,979

     These  transactions are in the normal course of operations and are measured
     at the exchange amount of consideration established and agreed upon between
     the Corporation and the related parties.

15.  CONTINGENCY

     On September 10, 2003, the Corporation  received a statement of claim for a
     breach of contract on delivering more goods than required and by failing to
     supply a key component of the goods  required  under contract in the amount
     of  $385,000.  Management  believes  that the  claim is  without  merit and
     accordingly  has made no provision  in the  accounts or in these  financial
     statements with respect to this matter.


                                                                              20


<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)



16.  COMMITMENTS

     Minimum   payments   under   operating   leases  for  premises   amount  to
     approximately $66,500 per annum, exclusive of insurance and other occupancy
     charges. The future minimum lease payments are as follows:

     Payable during the following periods:

     Within one year                                                  $   66,500
     Over one year but not exceeding two years                            68,500
     Over two years but not exceeding three years                         69,000
     Over three years but not exceeding four years                        73,000
     Over four years but not exceeding five years                         73,500
     Over five years                                                      12,500
                                                                      ----------


                                                                      $  363,000
                                                                      ==========

17.  SUBSEQUENT EVENTS

     a)   Subsequent to the year-end,  the Corporation entered into an agreement
          with MeWa  Recycling  of  Germany to  purchase a Platform 1  Shredding
          facility at a cost of approximately $906,000.

     b)   Subsequent to the year end, the Corporation  raised additional capital
          through  private  placements in the  aggregate  amount of $325,000 and
          obtained  short  term (120  days)  loans in the  amount  of  $508,000,
          bearing interest at 7% which are secured by promissory notes.

18.  SEGMENTED INFORMATION

     The  Corporation  has adopted FAS No. 131 - "Disclosures  About Segments of
     Enterprise and Related Information".

     The Corporation  operates under four  significant  business  units:  Broker
     Sales,  Equipment  Resales,  Consignment Sales and other sales. Other sales
     include  Circuit  Board  Teardown  revenue,  Re-Sales  of Metals  and other
     Miscellaneous sales, none of which represents more than 10% of revenue.









                                                                              21






<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)


18.  SEGMENTED INFORMATION (cont'd)

     a)   The breakdown of sales by business unit is as follows:

                                                          2003          2002

                                                            $             $

          Broker sales                                  1,576,575     2,031,091
          Equipment resales                               537,469       393,114
          Consignment sales                               465,806       458,634
          Other sales                                   1,003,274       393,115
                                                      -----------   -----------

                                                        3,583,124     3,275,954
                                                      ===========   ===========

     b)   The breakdown of sales by geographic area is as follows:

          United States of America                     2,400,693      2,620,763
          Canada                                         859,950        458,634
          Other                                          322,481       196,557
                                                      -----------   -----------

                                                        3,583,124     3,275,954
                                                      ===========   ===========

     c)   The breakdown of net loss by geographic area is as follows:

          The   Corporation's   accounting   records  do  not  readily   provide
          information  on net  loss by  geographic  area.  Management  is of the
          opinion that the  proportion of net loss based  principally  on sales,
          presented  below,  would fairly  present the results of  operations by
          geographic area.

                                                          2003          2002

                                                            $             $

          United States of America
                                                         (539,472)     (189,922)
          Canada                                         (193,244)      (33,236)
          Other                                           (72,466)      (14,245)
                                                      -----------   -----------

                                                         (805,182)     (237,403)
                                                      ===========   ===========

     d)   All of the Corporation's identifiable assets are located in Canada.





                                                                              22





<PAGE>

MEDINEX SYSTEMS, INC.
Notes to Consolidated Financial Statements
November 30, 2003 and 2002
(Amounts expressed in US Dollars)


18.  SEGMENTED INFORMATION (cont'd)

     e)   Sales to major customers are as follows:           2003        2002
                                                          ---------   ---------

          Sales                                           $    --     $ 917,267
                                                          ---------   ---------

          % of total sales                                       --%         28%
                                                          ---------   ---------

          Amounts included in accounts receivable         $    --     $   3,690
                                                          ---------   ---------

f)   Purchases from major suppliers are as follows:

                                                             2003       2002
                                                          ---------   ---------

               Purchases                                  $    --     $ 411,332
                                                          ---------   ---------

               % of total purchases                              --%         25%

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

                Amounts included in accounts payable      $    --     $    --
                                                          ---------   ---------







                                                                              23