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

                                   FORM 10-KSB
(Mark One)

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

                   For the fiscal year ended November 30, 2004

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


             For the transition period from _________ to _________.


                          Commission File No. 000-26337

                          Maxus Technology Corporation
                 (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
                          Delaware                                              82-0514605
<S>                                                                <C>
      (State or other jurisdiction of incorporation or             (I.R.S. Employer Identification No.)
                        organization)
</TABLE>


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

                    Issuer's telephone number: (408) 782-2005

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

Securities registered under Section 12(g) of the Exchange Act:


                          Common Stock, $0.01 par value
                                (Title of Class)

      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.
Yes |_| No |X|

      Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or in any
amendment to this Form 10-KSB. |X|

      The issuer's revenues for its most recently completed fiscal year were
$6,189,119.

      As of March 30, 2005, 22,790,650 shares of the Issuer's $.01 par value
common stock were outstanding and the aggregate market value of the shares held
by non-affiliates was approximately $3,130,702 based upon a closing bid price on
March 30, 2005 of $.25 per share of common stock on the OTC Bulletin Board.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

<PAGE>


      Check whether the issuer has filed all documents and reports required to
be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes |X| No |_|

      As of March 30, 2005, there were 22,790,650 shares of the Company's common
stock outstanding

      Transitional Small Business Disclosure format. Yes |_| No |X|

<PAGE>

                          MAXUS TECHNOLOGY CORPORATION
                                  ANNUAL REPORT
                                      INDEX

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                                                                                     Page
                                                                                      No.
                                                                                     ----
<S>                                                                                  <C>
PART I                                                                                 1
------
   ITEM 1.          DESCRIPTION OF BUSINESS                                            1
   ITEM 2.          DESCRIPTION OF PROPERTIES                                          5
   ITEM 3.          LEGAL PROCEEDINGS                                                  5
   ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                5


PART II                                                                                6
-------

   ITEM 5.          MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
                      SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES             6
   ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION          8
   ITEM 7.          FINANCIAL STATEMENTS
   ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                      AND FINANCIAL DISCLOSURE                                        20
   ITEM 8 A.        CONTROLS AND PROCEDURES                                           20
   ITEM 8 B.        OTHER INFORMATION                                                 21


PART III                                                                              22
---------

   ITEM 9.          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                      PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT      22
   ITEM 10.         EXECUTIVE COMPENSATION                                            25
   ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                      MANAGEMENT AND RELATED STOCKHOLDER MATTERS                      27
   ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    28
   ITEM 13.         EXHIBITS                                                          29
   ITEM 14.         PRINCIPAL ACCOUNTANT FEES AND SERVICES                            30

   SIGNATURES                                                                         32
   FINANCIAL STATEMENTS                                                              F-1
</TABLE>

<PAGE>

                                     PART I

      In addition to historical information, this annual report on Form 10-KSB
contains forward-looking statements, including statements using terminology such
as "can," "may," "should," "could," "believe," "designed to," "will," "expect,"
"plan," "intend," "anticipate," "estimate," "predict," "potential," or
"continue." Forward-looking statements involve risks and uncertainties and
actual results could differ materially from those discussed in the
forward-looking statements. All forward-looking statements and risk factors
included in this document are made as of the date hereof and we assume no
obligation to update any forward-looking statement or risk factors.


ITEM 1. DESCRIPTION OF BUSINESS.

Corporate Development

      We were incorporated as a Nevada corporation in September 1997 as
Netivation, Inc. In May 1999 we reincorporated as a Delaware corporation and
changed our name to Netivation.com, Inc. Subsequently, we changed our name to
Medinex Systems, Inc. in March 2000 and finally to Maxus Technology Corporation
in March 2004.

      Historically, our operations focused on developing and operating a
topic-specific Internet community in the political arena. We discontinued the
Netivation.com, Inc. line of business in March 2000. Next, we focused on the
development, design and marketing of software and websites focused on medical
communities. On November 27, 2002, while we were operating as Medinex Systems,
Inc., 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 (the
"Bankruptcy Court"). The Bankruptcy Court entered an Order Confirming the
Debtor's Plan (the "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 of our Medinex Operations assets. 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 Medinex Operations assets and our Medinex
Systems, Inc. corporate "shell" in conformity with the Reorganization Plan. As
such the Medinex Systems, Inc. line of business was sold and discontinued.

      We are now principally engaged in the business of refurbishing,
remarketing, dismantling and recycling of end-of-life, surplus
telecommunications equipment, computer systems, cellular technologies and other
electronic information technologies ("eWaste") through our operating
subsidiaries which are set forth below. We succeeded to the eWaste business
through a stock exchange transaction (the "Stock Exchange") that occurred in
November 2003 pursuant to which we acquired 901133 Alberta Ltd. ("901133").
901133 is the sole owner of the following subsidiaries: (i) Maxus Technology,
Inc., (ii) Triple-Too Communications, Inc., and (iii) Maxus Technology, S. DE
R.L. DE C.V. 901133 has approximately ten years of operating experience in the
eWaste sector.

      In connection with the Stock Exchange, two of our subsidiaries, Nova
Scotia Co. and Maxus Holdings, Inc., issued an aggregate of fifteen million
shares of common stock in exchange for all of the outstanding shares of Maxus
Alberta. Pursuant to the Stock Exchange Nova Scotia Co. issued 4,732,160 shares
of common stock and Maxus Holdings, Inc. issued 10,267,840 shares of common
stock. The shares issued by Maxus Holdings, Inc. are immediately exchangeable
for shares of our common stock on a one for one basis (the "Exchangeable
Shares"). Each Exchangeable Share entitles the holder to one vote at meetings of
stockholders of Maxus. The Exchangeable Shares are voted by Medallion Capital
Corp, a voting agent designated in the Voting and Exchange Agency Agreement
which was effected in accordance with the Stock Exchange. 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. 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 Maxus common stock enabling the
holders of Exchangeable Shares to proportionally share in assets available for
distribution after satisfaction of all liabilities and payments of the
applicable liquidation preferences.

                                       1

<PAGE>


      Upon consummation of the Stock Exchange, we assumed the business
operations of 901133.

Business Operations

      Maxus provides services in the areas of refurbishing, remarketing,
reselling, dismantling and recycling of eWaste. We target Fortune 1000
companies, government agencies, and other large organizations as our customers.
With over ten years of experience in its operating subsidiaries, Maxus has
developed a reputation for providing high quality and environmentally sound
eWaste refurbishing, remarketing, dismantling and recycling services. We believe
a combination of the following factors afford Maxus a significant competitive
advantage:

      o     Total Solution - Maxus is able to provide end-to-end asset
            management solutions, which include resale, logistics, fulfillment,
            repair, refurbishment, risk management, secure destruction and
            end-of-life recycling.

      o     Global Presence - A global presence enables us to work with
            multi-national corporations by servicing their operations throughout
            North America, Mexico, Latin America and Asia.

      o     Extensive Resale Networks - Maxus boasts an extensive network of
            customers, from which the Company sources and sells equipment. This
            network, developed over 10 years, allows for rapid disposition of
            inventory enabling customers to receive a higher return on
            investment on the disposition of equipment.

      o     Recycler of Choice - Maxus has positioned itself as one of the
            recyclers of choice for governments at the municipal, provincial and
            federal levels in Canada, the United States and, more recently,
            Latin America.

      o     Environmentally Responsible Recycling - Maxus has the technology and
            processes to commit to its customers that their eWaste will be
            recycled in an environmentally responsible manner. We are currently
            completing ISO9001 & 14001. Maxus is a eWaste collector, transporter
            and recycler for the Alberta government- and an approved eWaste
            collector for the State of California under Legislation SB20 and
            SB50.

      We buy and sell surplus telecom and information technology equipment with
customers and suppliers located around the world. We focus on selling our eWaste
management solutions to large corporations in the contract manufacturing,
telecommunications, networking equipment, leasing, internet and banking
industries as well as to OEMs. 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 sales structure is divided into two distinct functional groups:
Procurement and Product Sales. Members of our Procurement Group seek to acquire
surplus and end-of-life equipment from clients through the sales of our Asset
Management services, sometimes through direct purchase of equipment or via
consignment agreements. We currently have Procurement professionals in San Jose,
California; Chicago, Illinois; Calgary, Canada; Toronto, Canada and Mexico City,
Mexico. Our Product Sales Group remarkets the acquired material through a global
network of buyers. Sales transactions can involve the sale of few parts or an
entire warehouse. Any equipment deemed unsuitable for resale is directed to our
recycling division. We currently have Product Sales professionals in San Jose,
California; Calgary, Canada and Seoul, South Korea.

      We help clients capture unrealized revenue through the selling and
remarketing of surplus and end-of-life equipment and components. We currently
refurbish products at our Rimbey, Canada 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.


                                       2
<PAGE>

      We provide collection, evaluation and remarketing of excess, damaged or
obsolete assets including but not limited to IT equipment, telecom equipment,
electronics components, business equipment and consumer electronics. We capture
end-of-life products through customized asset management programs that support
systems upgrades return material authorization, warranty return, or the purging
of excess inventory. We offer the following modular services:

      o     Equipment testing and remarketing

      o     Environmentally sound eWaste recycling

      o     Physical destruction and destruction witnessing

      o     U.S. Department of Defense 5220.22-M compliant data erasure

      o     Asset tracking and asset tag removal

      o     Warehousing

      o     Logistics

      o     Product de-kitting

      o     Reverse logistics support

      We believe our business holds a number of advantages over other eWaste
management companies as that we feel we have the ability to deliver full service
solutions on a global scale which enables us to eliminate middlemen, resulting
in our customers potentially being able 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. 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.


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

      The recently enacted Electronic Waste Recycling Act of 2003 (SB 20) is a
California statute that 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/lb to recover and $0.28/lb to recycle the mandated
material." As of January of 2005 the Company is an Authorized Collector under SB
20. As of the time of this report the Company does not have the processing
capability in California to qualify as an Authorized Recycler under SB20. The
law went into affect January 1, 2005, however we will not began to collect
monies from California until July 2005.

The State of California has also enacted legislation to establish a funding
system for the collection and recycling of certain electronic waste. The
Electronic Waste Recycling Act of 2003 (SB 50) makes it unlawful to sell, on or
after July 1, 2004, a covered electronic device. 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 bill requires the amount of the electronic waste recycling
payment to be equal to $0.28 per pound of the total weight of covered electronic
waste received from an authorized collector and subsequently processed for
recycling. Maxus is an approved collector under SB 50.


                                       3
<PAGE>


Alberta Recycling Management Association

      The Province of Alberta, Canada enacted legislation in October 2004
allowing for a system for collection of certain types of electronic waste. The
scope of Alberta's new electronics recycling program, is the first of its kind
in Canada. Alberta Recycling Management Authority's (ARMA) mandate is to
effectively manage, the Advanced Disposal Surcharge (ADS) that Albertans pay at
point of purchase for new TVs, computers, printers, monitors, laptops and
peripherals (between Cdn $5.00 and $45.00). The funds ARMA collects go to five
key areas: collection, transportation and recycling of old electronics, as well
as public information/awareness and research.

      Qualified processors under the program have met the stringent
environmental, health and safety standards set by ARMA. Processor are paid a
processing incentive of Cdn $0.32 per pound to recycle eligible electronic
material, as well as, a transportation incentive of Cdn $0.02 - $0.09 depending
on geographical location. Maxus is an approved Alberta qualified processor and
transporter under ARMA and a designated collector for the City of Calgary.

Asset Disposition and eWaste Recycling Solutions

      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. We believe this allows us to provide secure destruction services
for proprietary data and 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.

Industry Overview

      According to the International Association of Electronics Recyclers
(IAER), in their Electronics Recycling Industry Report, issued in 2003, there
were more than 400 ewaste recycling companies in the United States. A recent
report published by Business Communications Co. estimates that the worldwide
eWaste market of $7.2 billion is expected to grow to $11 billion by 2009. The
broadly defined eWaste industry includes not only eWaste recyclers, but also
aftermarket electronic equipment brokers, OEMs with internal take-back programs,
non-profit recycling organizations, scrap dealers and asset management firms. At
present, most market participants are small, regionally focused, unsophisticated
operators.

      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 3 billion units of computer
equipment will become obsolete between 2005 and 2010. Consumers discard large
quantities 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 OEMs
to explore the idea of outsourcing costly return material authorization
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. Because
many industry participants rely heavily on their local market, they are subject
to limitations as to the type and quantity of material they can accept and
process. Lack of capital limits the ability of some competitors to develop or
acquire new technologies. Most competitors perform one or more eWaste recovery
functions, but few provide as comprehensive solution suite as that offered by
Maxus.

Employees

      As of March 15, 2005, we had 59 employees. We have 58 full time employees,
of which 25 work in our Rimbey, Alberta office, 19 work in our Calgary, Alberta
office, 10 work at our San Jose, California office and the remaining five
employees work at various other locations. Of these employees, 13 were in sales
and marketing, 33 were in remanufacturing and customer services, 3 were in
professional services, technical support and training and 10 were in finance,
human resources, legal, information systems and administrative functions. Our
employees are not represented by a labor organization and we consider our
employee relations to be satisfactory.


                                       4
<PAGE>


Reports to Security Holders

      The public may read and copy any materials we file with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling 1-800-SEC-0330. The SEC also maintains a web site at www.sec.gov that
contains reports, proxy, and information statements, and other information
regarding issues that file electronically. We assume no obligation to update or
revise any forward looking statement in this annual report, whether as a result
of new information, future events or otherwise, unless it is required to do so
by law.

ITEM 2. DESCRIPTION OF PROPERTY.


      On December 1, 2003 we acquired a lease for a facility in Morgan Hill,
California that serves as our corporate headquarters, by way of assignment from
RecycleNation, Inc. David Smith, our former Chief Executive Officer, 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 USD $9,751. We are presently searching for new larger facilities in
the San Jose area and expect we will have them committed to by the time of the
expiration of the lease.

      We lease 11,943 square feet of office and warehouse space in Calgary,
Canada pursuant to a lease expiring January 31, 2009 with current monthly
payments of Cdn $7,215 (USD $5,478) that increases on an annual basis to Cdn
$7,962 (USD $6,046) per month. Monthly payments pursuant to this lease increases
on a yearly basis beginning on January 1 of each year of the lease. This
facility is used for sales, administration, collection, refurbishing, secure
destruction 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, Canada.
This office has a book value of $219,034 and is subject to a mortgage with the
Business Development Bank of Canada. See "Liquidity and Capital Resources" in
Item 6 herein for more information. This facility is used for electronics
recycling operations. We are presently expecting to sell this building and
property and lease it back over the next five years.

      We believe each of our facilities is adequately covered by insurance.


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 the 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 not delivering the
goods required and failing to supply a key component of the goods and seeks
monetary damages. We believe the claim to be without merit and accordingly have
made no provision in the accounts or in these financial statements with respect
to this matter. The case entered into discovery in October 2004.

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

      No matters were submitted to a vote of our security holders during the
fourth quarter of the fiscal year ended November 30, 2004.



                                       5
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES.

      Shares of our common stock are traded on the OTC Bulletin Board under the
symbol "MXUS.OB." On March 22, 2005, the OTC BulletinBoard placed an "e" after
our trading symbol due to the delinquency of this filing. The following table
sets forth the quarterly average high and low bid prices per share for our
common stock for the past two years. The source for the high and low closing bid
quotations is www.finance.yahoo.com. The quotations set forth below reflect
inter-dealer prices, without retail mark-up, mark-downs, or commissions and may
not represent actual transactions. All amounts have been adjusted to reflect our
one-for-one hundred reverse stock split of our outstanding shares of common
stock, which was effective in October 2003.


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


Fiscal Year Ended                               Common Stock
November 30, 2004                               ------------
                                  High                              Low
                                 ------                             ------

First Quarter                     $1.70                             $0.95
Second Quarter                    $1.65                             $1.15
Third Quarter                     $1.45                             $0.65
Fourth Quarter                    $0.75                             $0.27


First Quarter -- 2005
(through February 28,
2005)                             $0.70                             $0.25

      The last reported sale price of our common stock on the OTC Bulletin Board
on March 30, 2005 was $0.25. As of March 30, 2005 we had approximately 197
stockholders of record. This number does not include stockholders whose shares
are held in trust by other entities. The actual number of stockholders is
greater than this number of holders of record.

      Although our common stock is quoted on the OTC Bulletin Board it trades
with limited volume. Consequently, the information provided above may not be
indicative of the our common stock price under different conditions.

Dividends

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

Equity Compensation Plans

      The information required by this item regarding equity compensation plans
is incorporated by reference to the information set forth in Item 11 of this
Annual Report on Form 10-KSB.


                                       6
<PAGE>


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.

      During the period from November 2003 to January 2004, 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

      The above shares were issued to fund working capital and overhead.


      In February 2004, we issued a total of 130,000 shares of our common stock,
at a purchase price of $1.00 per share, to the following persons:

NAME                              SHARES            PRICE           AMOUNT
-----------------              ------------------------------------------------
Janlink Limited                   120,000          1.00          120,000.00
Robert and Martha Bachman         10,000           1.00           10,000.00
Total                             130,000                       $130,000.00

The above shares were issued to fund working capital and overhead.

Purchase of UDT Korea Co., Ltd.

Effective July 1, 2004 we acquired 75% of the common shares of UDT Korea Ltd
("UDT"), a South Korean corporation in exchange for 1 million shares of our
common stock and options to acquire an aggregate of 200,000 shares of our common
stock at $1.20 per share to certain key principals and employees of UDT.

Maxus has executed consulting agreements on April 19, 2004 with each of Trent
and Darren Wolodko whereby it is obligated to issue an aggregate of 41,670
common shares to Trent and Darren Wolodko, collectively, within six months of
signing of such agreements and an aggregate of another 50,000 common shares to
Trent and Darren Wolodko, collectively, within twelve months of signing,
provided that Trent and Darren Wolodko continue to provide services to the
Company on such date.


                                       7
<PAGE>


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

Results from Operations

<TABLE>
<CAPTION>
                                  For the Twelve                   For the Twelve
                                     Month                             Month
                                  Period Ended                     Period Ended
                                    11/30/04                          11/30/03
                                       $          % of Revenue           $           % of Revenue
                                   ----------       ----------       ----------       ----------
<S>                                <C>            <C>                <C>            <C>
Revenue                             6,189,119              100%       3,583,124              100%

Cost of Goods Sold                  3,806,100               61%       2,329,501               65%
                                   ----------       ----------       ----------       ----------
Gross Profit                        2,383,019               39%       1,253,623               35%
                                   ----------       ----------       ----------       ----------

Operating Expenses
General and Administrative          4,742,729               77%       1,829,142               51%
Impairment of Goodwill              1,435,138               23%
Stock Based Compensation              381,603                6%
Interest and Bank Charges             117,447                2%          69,240                2%
 Amortization                         276,504                5%         168,314                5%
                                   ----------       ----------       ----------       ----------
      Total Operating Expenses      6,953,421              112%       2,066,696               58%
                                   ----------       ----------       ----------       ----------
      Operating income (loss)      (4,570,402)             (74%)       (813,073)             (23%)
                                   ----------       ----------       ----------       ----------

Other Income                            3,670                0%           7,527              0.2%
Interest Income                           337                0%             364              0.0%
                                   ----------       ----------       ----------       ----------
                                        4,007             (0.1%)          7,891              (23%)
                                   ----------       ----------       ----------       ----------

Loss Before Income Taxes           (4,566,395)             (74%)       (805,182)             (62%)
                                   ----------       ----------       ----------       ----------

Income Taxes                                                                  0
Minority Interest                      80,840
                                   ----------       ----------       ----------       ----------
Net income (loss)                  (4,485,555)             (74%)       (805,182)             (22%)
                                   ----------       ----------       ----------       ----------
</TABLE>


Company Overview

      The following discussion of our financial condition and results of
operations should be read in connection with the section below in Item 6
entitled "Risk Factors" and our consolidated financial statements and notes
thereto. In addition to historical information, the discussion in this report
contains forward-looking statements that involve risks and uncertainties. Actual
results could differ materially from those anticipated by these forward-looking
statements due to factors including, but not limited to, those factors set forth
under "Risk Factors" and elsewhere in this report.

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

      Consignment Sales. Consignment sales generally involve contracts that
result in end of life and surplus equipment being delivered on consignment 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, 2004, we recorded revenues of $662,970 from consignment sales.

      Our consignment contract arrangements consists of existing contracts with,
Telus Communications, Sasktel, Aviza Technology Inc., Devon Energy, Talisman
Energy, and Rogers Communications, Best Buy, Ericson, Waste Management,
Logitech, Inc., the University of California at Berkeley, Amersham Biosciences
Corp. (a division of General Electric's GE Healthcare) and Advanced Fibre
Communications.

      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, 2004 we recorded
revenues in this unit of $1,709,260

      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,
2004 we recorded revenues of $1,986,086 in this unit.

      Recycling (Other Sales). We established a facility in Alberta for the tear
down and dismantling of electronic eWaste including computers, telephones, cell
phones, printers, TV's, monitors and photocopiers. Revenue is generated from
circuit board teardown, re-sales of metals, sales of parts and certified
destruction. Sales in both Mexico and South Korea are primarily recycling. In
the twelve month period ended November 30, 2004 we recorded revenues of
$1,830,803 in this unit.


                                       8
<PAGE>


Our growth strategy is three fold. Firstly, we will continue to pursue
longer-term consignment contracts with large companies. Secondly, we intend to
expand our recycling division to take advantage of proposed government
legislation and increased environmental sensitivity of large corporations.
Finally, we intend to 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, 2004 and November 30, 2003, respectively, for
each of our business units:

<TABLE>
<CAPTION>

Sales Type                2004         % of Revenue         2003       % of Revenue
----------                ----         ------------         ----       ------------
<S>                   <C>              <C>              <C>            <C>
Consignment Sales     $  662,970           11%           $  465,806         13%
Broker Sales          $1,709,260           28%           $1,576,575         44%
Equipment Resale      $1,986,086           32%           $  537,469         15%
Recycling             $1,830,803           29%           $1,003,274         28%
Total                 $6,189,119          100%           $3,583,124        100%
</TABLE>


Comparison of twelve month period ended November 30, 2004 to twelve month period
ended November 30, 2003.

      Revenues. Our total revenue was $6,189,119 and $3,583,124 for the twelve
month periods ended November 30, 2004 and November 30, 2003, respectively. For
the fiscal year ended November 30, 2004, our San Jose, California based
operations contributed $1,636,611 or 26% of our total revenues. Our Canadian
based operations generated revenue of $4,032,310 or approximately 65% of our
total revenues. This is an increase of $477,642 over the same period in the
preceding year. Revenue from our resale of computer and telecom equipment
increased $1,448,617 as compared to the same period in the preceding year. Our
revenue from recycling services were $1,830,803 in 2004 an increase of $827,529
over the same period in 2004.

      Gross Profit. Our gross profit totaled $2,383,019 and $1,253,623 for the
twelve month periods ended November 30, 2004 and November 30, 2003,
respectively. For the twelve month period ended November 30, 2004, our gross
profit margin of thirty nine percent (39%) represented an increase of four
percent (4%) or $1,129,396 from the twelve month period ended November 30, 2003.
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. Recycling is a
growing business unit that normally provides higher margins than resale.
Government incentives in Alberta have assisted in increasing recycling revenues
and margins.

      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 labor costs, while allowing for increased recycling our volume. This
technology may also allow for the reduction in logistics cost. This should allow
for a higher volume lower cost solution for our eWaste primarily in western
Canada but possibly in other areas as well.

      General and Administrative ("G&A") Expenses. Our G&A expenses totaled
$4,742,729 and $1,829,142 for the twelve month periods ended November 30, 2004
and November 30, 2003, respectively. For the twelve month period ended November
30, 2004, G&A expenses accounted for approximately seventy seven percent (77%)
of total revenue, up twenty six (26%) or $2,913,587 from the twelve month period
ended November 30, 2003. This increase in G&A was caused primarily by (i)
increased compensation and benefits of $1,551,736 associated with increased
corporate headcount, the establishment of a facility in Morgan Hill, California,
the establishment of a facility in Mexico and the acquisition of UDT Korea;
(ii) increased legal and outside professional costs of $218,280 primarily
associated with the cost of being public; (iii) higher travel costs of $145,358
associated with our sales and marketing programs and financing; (iv) increased
advertising of $101,837; (v) increased office and general of $388,246
associated with increase facilities and overhead and (vi) increased bad debt of
$559,266 primarily associated with UDT Korea.


                                       9
<PAGE>


      Impairment of Goodwill. In July 2004 we entered into an agreement with a
Korean company, UDT Korea Co Ltd and we purchased 75% of UDT's shares. UDT was
intended to provide us a facility and a foothold in Asia with some expertise in
component recovery. Due to cash flow concerns and lack of financing we were
unable to capitalize the business properly and grow it. The informal nature of
Korean business, the large number of cash transactions and the difficulty of
communication because of language barriers between UDT's principals and our
management has made it difficult to manage and grow. The impairment of Goodwill
is $1,435,138. Accordingly, we have determined that the goodwill incurred in the
purchase of UDT Korea should be considered impaired at this time.

      Stock Compensation Expense We maintain a 2004 Stock Option Plan and
accordingly we have expensed $381,603 pursuant to [SFAS 123].

      Interest and Bank Charges. Our interest and bank charges totaled $117,447
and $69,240 for the twelve month periods ended November 30, 2004 and November
30, 2003, respectively. For the twelve month period ended November 30, 2004,
interest and bank charges accounted for approximately two percent (2%) of total
revenue. For the twelve month period ended November 30, 2003, interest and bank
charges also accounted for approximately two percent (2%) of total revenue,
representing no percentage change during these reportable periods, although
interest and bank charges have increased $48,207 since the twelve month period
ended November 30, 2003. The increase was caused primarily from increased
financing costs associated with short term loans.

      Depreciation and Amortization. Our depreciation expense amounted to
$276,504 and $168,314 for the twelve-month periods ended November 30, 2004 and
November 30, 2003, respectively. For the twelve month period ended November 30,
2004, depreciation expense accounted for five percent (5%) of total revenue. For
the twelve month period ended November 30, 2003, depreciation expense accounted
for approximately five percent (5%) of total revenue, representing an increase
of $108,290. This increase is primarily the result of purchases of a accounting
and Management Information System and equipment over the previous year.

      Operating Loss. We had an operating loss of $4,570,402 or seventy four
percent (74%) of revenue for the twelve-month period ended November 30, 2004, as
compared with an operating loss $813,073 or twenty three percent (23%) of
revenue for the twelve-month period ended November 30, 2003. The operating loss
for the twelve month period ended November 30, 2004 increased $3,757,329 from
the prior period and was attributable principally to costs associated with an
increase in the number of facilities and employees, increased professional fees
related to being public, increased interest costs and amortization costs
associated with a management information system and equipment purchases and
increased travel and marketing costs.

Liquidity and Capital Resources

      As of November 30, 2004, we had cash and cash equivalents of $54,023
versus $116,759 at November 30, 2003. Our cash decreased by $62,736. 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.

      We do not presently anticipate that our existing cash resources will be
sufficient to meet our presently anticipated operating requirements for at least
the next 12 months. We are seeking to raise additional funds through public or
private debt or equity financing. We may not be able to raise sufficient funds
to continue operations. If we do not raise additional funds in the next 12
months we could be forced to cease operations.


                                       10
<PAGE>


      Additionally, we are currently in default under our credit facility with
the Royal Bank of Canada. We have outstanding obligations of $601,012 that the
Royal Bank of Canada could immediately declare due and payable. We do not have
the funds available to pay this amount. As such, the Royal bank of Canada could
foreclose on all of our assets which could result in our being forced to cease
operations.

      As of November 30, 2004, we had cash and cash equivalents of $54,023
versus $116,759 at November 30, 2003. Our cash decreased by $62,736. 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.

      Cash Flows from Operating Activities. Our net cash used in operating
activities was ($1,481,354) for the twelve-month period ended November 30, 2004.
As compared to fiscal 2003, our net cash used in operating activities was
$518,323 for the twelve month period ended November 30, 2003.

      Cash Used in Investing Activities. Our net cash used in investing
activities for the twelve month period November 30, 2004 was $527,009 and
resulted principally from purchases of capital equipment related to the Alberta
recycling facility and purchase of software for a management information system.
For the twelve month period ended November 30, 2003, our net cash used in
investing activities was $362,605, 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, 2004, we generated $1,726,023 from financing activities. The
financing activities included (i) $324,850 from placements of equity; (ii)
$252,338 resulting from advances from related parties; (iii) $119,959 in
repayments of long term debt; (iv) $791,841 resulting from an increase in short
term debt (v) $350,500 in proceeds from a convertible promissory note and (vi)
124,450 in an increase in bank indebtedness.

      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.

      Subsequent to the year-end we raised $212,500 through a convertible
promissory note.

      Credit Facilities. We have an operating line of credit of up to $506,000
with the Royal Bank of Canada, all of which is currently drawn down upon. We are
currently in default under our credit facility with the Royal Bank of Canada and
do not have the funds to pay down the current amount due. As such, the Royal
bank of Canada could foreclose on all of our assets which could result in our
being forced to cease operations. 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 (currently 4.25%) 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, inventory, land and building and
general assets are pledged as collateral and by personal guarantees of Michele
Whatmore, our President and a member of our board of directors, Charles
Whatmore, a former executive officer and former member of our board of
directors, and Rick Shrum. Maxus owns a 75% interest in UDT Korea. UDT has
entered into term loans with three Korean Banks for approximately $306,671 at
varying interest rates ranging from 7.5% to 8.56% per annum.

      We also received a loan from the Royal Bank of Canada for the purchase of
software. Interest on this facility is calculated at the bank's prime rate
(currently 4.25%) plus 1%. As of November 30, 2004 the outstanding balance was
$95,012.


                                       11
<PAGE>


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 $372,648 outstanding as of November 30,
2004. The second facility is a loan in the amount of $141,653 against capital
equipment. The third facility is a working capital loan of $32,580. These
facilities are secured by a mortgage against a building and a general security
agreement.

Short term Notes. For the twelve-month period ended November 30, 2004, short
term notes consisted of the following: Doug Evasuik - $100,000, 826079 Alberta
Ltd, - $100,000 Tracy Topilka - $100,000, Dawn Holdings (Israel) Ltd. - $90,774,
Tazbaz Holdings - $401,066. These notes become due from March 31, 2005 to
October 31, 2005 and accrue interest at rate of 7% to 9.5% per year. The Tazbaz
Holdings Note is secured by a building mortgage and general security agreement.
UDT's management estimates that UDT owes approximately $552,088 in short term
obligations and current liabilities.

Convertible Promissory Notes. For the twelve-month period ended November 30,
2004, we have promissory note in the principal amount of $350,500 from Janlink
Ltd. This note matures on December 31, 2006 and accrues interest at the rate of
6% per annum. This note can be converted into securities at market price at the
date of Maturity.

Leases. For the twelve month period ended November 2004, we have the following
total obligations under lease; GMAC (USD $5,530), HSBC (USD $24,115) and RBC
Leasing (USD $46,419).

Related Party Transactions. For the twelve-month period ended November 30, 2004,
the following related parties made advances: 741257 Ab Ltd., wholly owned by
Rick Shrum) ($45,840)($71,839 outstanding), 775464 Ab Ltd., wholly owned by
Michele Whatmore ($65,631)($400,397 outstanding), 746459 Alberta Ltd, wholly
owned by Charles Whatmore, ($115,228) ($415,249 outstanding) and David Smith,
our former Chief Executive Officer, ($22,000). Charles Whatmore, who was the
Company's Executive Vice President of Business Development and member of our
board of directors, is the husband of Michele Whatmore, our President and a
member of our board of directors. Charles Whatmore resigned from the Company
effective as of March 25, 2004.

Other. The following table summarizes our contractual cash obligations at
November 30, 2004 and the effect these obligations are expected to have on our
liquidity and cash flow in future periods:

<TABLE>
<CAPTION>

                           Payments Due by Period (in dollars)
-------------------------------------------------------------------------------------------
Contractual
Cash                               Less than                                    After
Obligations           Total          1 Year       2-3 Years      4-5 Years      5 Years
-------------------------------------------------------------------------------------------
<S>                <C>            <C>            <C>            <C>            <C>
Short Term         $  791,841     $  791,841     $        0     $        0     $        0
Notes
-------------------------------------------------------------------------------------------
Line of Credit     $  506,000     $  506,000     $        0     $        0     $        0
-------------------------------------------------------------------------------------------
Bank Loans         $  306,671     $  306,671
-------------------------------------------------------------------------------------------
Convertible        $  350,500                    $  350,500
Promissory
Notes
-------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------
Long Term          $  717,962     $  159,329     $  248,515     $   77,100     $  233,018
Debt
-------------------------------------------------------------------------------------------
Total              $2,672,974     $1,763,841     $  599,015     $   77,100     $  233,018
Contractual
Cash
-------------------------------------------------------------------------------------------
</TABLE>


                                       12
<PAGE>

Capital Expenditure Requirements. We entered into an agreement as of ______ to
acquire capital equipment for recycling from MeWa Recycling Machinen und
Anlagenbau GmbH for 720,000 Euros (USD $906,000).

We may commit to additional equipment in 2005 as demand for recycling services
increase. This could include expenditures on information technology and
leaseholds.

Research and Development

Presently the company is not undertaking any significant Research and
Development efforts.

Off-Balance Sheet Arrangements

During fiscal year 2004 the Company did not engage in any off-balance sheet
arrangements as defined in Item 303(c)(2) of the SEC's Regulation S-B.

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.

                     Factors That May Affect Future Results

We are cash constrained and may not have the liquidity to support our operations
or future capital requirements.

      We have received a report from our independent auditors containing an
explanatory paragraph that describes doubt about our ability to continue as a
going concern due to our historical operating losses and recurring negative
working capital. Our cash balance at March 30, 2005 was $23,400. At November 30,
2004, we had no additional amount available to borrow under our operating line
of credit with the Royal Bank of Canada. We have significant ongoing financial
obligations that we will not be able to meet if we are not able to raise
additional funding. Additionally, capital expenditures, which are largely driven
by facility costs, could be up to $1 million in the next twelve months.

      As a result of these and other obligations, we will need to generate
significantly higher revenue and gross profit to maintain positive cash flow.
Whether we can achieve cash flow levels sufficient to support our operations,
and whether we will then be able to maintain positive cash flow, cannot be
accurately predicted. Unless such cash flow levels are achieved, we will need to
borrow additional funds or sell debt or equity securities, or some combination
thereof, to provide funding for our operations. There can be no assurances that
any additional debt or equity financing will be available to us on acceptable
terms, if at all. The inability to obtain debt or equity financing could have a
material adverse effect on our operating results, and as a result we could be
required to cease or significantly reduce our operations, seek a merger partner
or sell additional securities on terms that may be disadvantageous to
stockholders.



                                       13
<PAGE>


We are in default under certain of our debt obligations and are significantly
leveraged.

As at November 30, 2004, we did not meet the financial covenants under our
operating line of credit with the Royal Bank of Canada which constitutes an
event of default. As such the bank could require us to apply all of our cash to
repay the indebtedness under such credit facility or prevent us from making debt
service payments on any other indebtedness we owe. If we are unable to repay
these borrowings when due, the Royal Bank of Canada could proceed against its
collateral, which includes most of the assets we own, including the stock and
assets of our subsidiaries. We do not have funds available to pay the Royal bank
of Canada. The Royal Bank of Canada could foreclose on our assets causing us to
cease business operations.

In addition to the Royal Bank of Canada, we have had and will continue to have a
substantial amount of outstanding indebtedness with significant debt service
requirements. At November 30, 2004, our consolidated debt was approximately
$5.44 million and our debt to total capitalization was 139%. The degree to which
we are leveraged could have important consequences. If we default under our
other promissory notes, those lenders could also cause all of our outstanding
debt obligations under such facilities to become due and payable, require us to
apply all of our cash to repay the indebtedness under such credit facility or
prevent us from making debt service payments on any other indebtedness we owe.
If we are unable to repay any borrowings when due, the Royal Bank of Canada, the
Business Development bank of Canada and Tazbaz Holdings could proceed against
their collateral, which includes most of the assets we own, including the stock
and assets of our subsidiaries. In addition, any default under our agreements
governing our indebtedness could lead to an acceleration of debt under our other
debt instruments that contain cross acceleration or cross-default provisions.
Our ability to comply with these provisions of our credit facility and other
agreements governing our other indebtedness may be affected by changes in the
economic or business conditions or other events beyond our control.

Finally, we cannot assure you that we will be able to refinance any of our
indebtedness, including our operating line of credit with the Royal Bank of
Canada, on commercially reasonable terms or at all. We may also need to
refinance our promissory notes and/or other indebtedness to pay the principal
amounts due at maturity. There can be no assurance that we will be able to
obtain sufficient funds to enable us to repay or refinance our debt obligations
on commercially reasonable terms or at all.

Our significant leverage may make it difficult for us to service our debt and
operate our business.

For example, it could:

      o     make it more difficult for us to satisfy our obligations with
            respect to our debt;

      o     require us to dedicate a substantial portion of our cash flow from
            operations to payments on our indebtedness, which would reduce the
            availability of our cash flow to fund internal growth through
            working capital and capital expenditures and for other general
            corporate purposes;

      o     increase our vulnerability to economic downturns in our industry;

      o     increase our vulnerability to interest rate increases to the extent
            any of our variable rate debt is not hedged;

      o     limit our flexibility in planning for or reacting to changes in our
            business and our industry; and

      o     limit, among other things, our ability to borrow additional funds or
            obtain other financing capacity.

We may not be able to generate sufficient net revenue in the future to achieve
or sustain profitability.

We have incurred significant net losses since our inception and, at November 30,
2004, we had an accumulated deficit of $5,453,817 million and no cash reserves.
To achieve or sustain profitability, we will need to generate and sustain higher
net revenue while maintaining reasonable cost and expense levels. Because many
of our expenses are fixed in the short term, or are incurred in advance of
anticipated sales, we may not be able to decrease our cost and expenses in a
timely manner to offset any shortfall of sales. We may not be able to achieve
profitability at all, and even if we achieve profitability, we may not be able
to sustain or increase profitability on a quarterly or an annual basis.


                                       14
<PAGE>

We have limited experience in the business of recycling, refurbishing,
dismantling and remarketing of eWaste assets and may not be successful in our
efforts to compete in this market.

We did not begin operations in the recycling, refurbishing, dismantling and
remarketing of end-of-life, surplus telecommunications equipment, computer
systems, cellular technologies and other electronic information technologies,
eWaste, until the first quarter of 2003. Additionally, the recycling of eWaste
assets is an immature marketplace which is susceptible to the risks of market
change, new competition and other currently unforeseen factors. Our limited
operating history and the immature marketplace in which we operate makes it
difficult to evaluate our prospects. If our operating results do not meet the
expectations of securities analysts or investors, and they issue an adverse
opinion regarding our stock or fail to regularly publish reports on us and we
lose visibility in the financial markets, the market price of our common stock
would likely decline. As a result, you should not rely on quarter to quarter
comparisons of our operating results as an indicator of future performance.
Additionally, to the extent that we cannot successfully compete in the eWaste
recycling, refurbishing and electronic asset remarketing market, our growth
strategy could be harmed.

The loss of one or more of our major suppliers could adversely affect our
results of operations and financial condition, and an inability to increase our
sources of eWaste assets could adversely affect our growth rates.

Historically, a limited number of eWaste asset suppliers have accounted for a
substantial portion of our revenues. In the first quarter of fiscal 2005, eWaste
assets supplied by our two largest suppliers accounted for approximately 7% and
7% of our revenues, respectively. Supplier arrangements are either written or
oral agreements typically subject to cancellation by either party upon 30 to 90
days notice. There can be no assurance that our existing agreements will not be
cancelled. Furthermore, there can be no assurance that we will be able to enter
into future agreements with eWaste asset suppliers or that we will be able to
retain our existing supply of eWaste assets. A reduction in eWaste assets from a
significant supplier or any material changes in the terms of an arrangement with
a substantial supplier could have a material adverse effect on our results of
operations and financial condition. In addition, a failure to increase our
sources of eWaste assets supply could adversely affect our earnings and revenue
growth rates.

The eWaste industry is highly competitive and we may not be able to compete
successfully.

We face intense competition in each area of our business, and many of our
competitors have greater resources and a more established market position than
we have. Our primary competitors include:

o     privately and publicly owned businesses such as Redemptech, Solectron,
      Image Micro and Noranda Recycling each of which offers asset management
      and or end-of-life product refurbishment and remarketing services; and

o     online competitors and auction sites, such as e-Bay.

If demand for our recycled, refurbished and remarketed eWaste assets and
dismantled parts from eWaste assets declines or does not grow, we will be unable
to increase or sustain our net revenue and our operating results will be
severely harmed.

We derive substantially all of our net revenue from the sale of recycled,
refurbished and remarketed eWaste assets and dismantled parts from eWaste
assets. We currently expect our sales of such products to account for
substantially all of our net revenue for the foreseeable future. The markets for
our products are characterized by frequent introduction of new electronics
technologies with significant price competition that compete with the
refurbished and remarketed goods that we market and sell. If we or our customers
are unable to manage product transitions in a timely and cost-effective manner,
our net revenue would suffer. In addition, frequent technology changes and
introduction of next generation products may result in inventory obsolescence,
which would increase our cost of revenue and adversely affect our operating
performance.


                                       15
<PAGE>


Acquisitions, partnerships or investments may impair capital and equity
resources, divert our management's attention or otherwise negatively impact our
operating results.

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. In the future we may acquire, enter into partnerships or
joint ventures with or relating to, or make investments in, other businesses,
products or technologies. While we currently have no such agreements, any future
acquisition, partnership or investment may require that we pay significant cash,
issue stock or incur substantial debt. Acquisitions, partnerships or investments
may also result in the loss of key personnel and the dilution of existing
stockholders as a result of issuing equity securities. In addition,
acquisitions, partnerships or investments may require significant managerial
attention, which may be diverted from our other operations. These capital,
equity and managerial commitments may impair the operation of our business.
Furthermore, acquired businesses may not be effectively integrated, may be
unable to maintain key pre-acquisition business relationships, may contribute to
increased fixed costs and may expose us to unanticipated liabilities and
otherwise harm our operating results. [In connection with any acquisition made
by us, there may be liabilities that we fail to discover or are unable to
discover including liabilities arising from non-compliance with environmental
laws by prior owners and for which we, as successor owner, may be responsible.

If we are able to expand our operations pursuant to our acquisition strategy,
our failure to manage growth could harm our business and adversely affect our
results of operations and financial condition.

Our ability to manage growth will not only be dependent on our ability to
successfully integrate newly acquired eWaste management businesses and
facilities, but also on our ability to:

      o     hire, train and manage additional qualified personnel;

      o     establish new relationships or expand existing relationships with
            eWaste suppliers;

      o     identify and acquire or lease suitable premises on competitive
            terms;

      o     secure adequate capital;

      o     maintain the supply of eWaste from eWaste suppliers; and

      o     compete successfully in the eWaste recycling, refurbishing and
            electronic asset remarketing sector.

Our inability to control or manage these growth factors effectively could have a
material adverse effect on our results of operations and financial condition.

Our annual and quarterly performance may fluctuate, causing the price of our
stock to decline.

Our revenues and operating results have fluctuated in the past and can be
expected to continue to fluctuate in the future on a quarterly and annual basis
as a result of a number of factors, many of which are beyond our control.
Factors that may affect our operating results include, but are not limited to,
the following:

      o     fluctuations in the market value of recycled, refurbished or
            remarketed eWaste assets;

      o     the availability of eWaste assets;

      o     variations in the rates of recycling of eWaste assets;

      o     buyer interest in purchasing recycled, refurbished or remarketed
            eWaste assets;

      o     the announcement of new eWaste asset supply agreements by us or our
            competitors;

      o     acceptance of sellers of our eWaste asset services; and

      o     our ability to integrate and manage our acquisitions successfully.

Due to the foregoing factors, our operating results in one or more future
periods can be expected to fluctuate. As a result, we believe that
period-to-period comparisons of our results of operations are not necessarily
meaningful and should not be relied upon as any indication of future
performance. In the event such fluctuations result in our financial performance
being below the expectations of public market analysts and investors, the price
of our common stock could decline substantially.


                                       16
<PAGE>

We rely on third-party sales representatives to assist in selling our products,
and the failure of these representatives to perform as expected could reduce our
future sales.

We sell our products to some of our customers through third-party sales
representatives. Our relationships with some of our third-party sales
representatives have been established within the last [two] years, and we are
unable to predict the extent to which our third-party sales representatives will
be successful in marketing and selling our products. Moreover, many of our
third-party sales representatives also market and sell competing products. Our
third-party sales representatives may terminate their relationships with us at
any time. Our future performance will also depend, in part, on our ability to
attract additional third-party sales representatives that will be able to market
and support our products effectively, especially in markets in which we have not
previously distributed our products. If we cannot retain our current third-party
sales representatives or recruit additional or replacement third-party sales
representatives, our sales and operating results could be harmed.

A customer may decide to cancel or change its product plans, which could cause
us to lose anticipated sales.

We have no assurances that a customer that sells refurbished recycled or
remarketed eWaste assets will ultimately be able to market and sell such product
or that such efforts by our customer will be successful increasing the risk that
a customer will decide to cancel or change its product plans. From time to time,
we have experienced changes and cancellations in the purchase plans of our
customers. A cancellation or change in plans by a customer could cause us to not
achieve anticipated net revenue and result in volatility of the price of our
common stock. In addition, our anticipated sales could be lost or substantially
reduced if a significant customer reduces or delays orders.

Government regulation of the eWaste recycling, refurbishing, dismantling and/or
remarketing industry may impair our operations, increase our costs of doing
business and create potential liability.

Participants in the eWaste recycling, refurbishing, dismantling and/or
remarketing industry are subject to, and may be required to expend funds to
ensure compliance with a variety of U.S. or Canadian, federal, state, provincial
and local governmental, regulatory and administrative rules, regulations, land
use ordinances, licensure requirements and procedures, including those related
to the environment, zoning and land use. Failure to comply with present or
future regulations or changes in interpretations of existing regulations may
result in impairment of our operations and the imposition of penalties and other
liabilities. At various times, we may be involved in disputes with local
governmental officials regarding the development and/or operation of our
business facilities. We believe that we are in compliance in all material
respects with applicable regulatory requirements. We may be subject to similar
types of regulations by federal, provincial, state, and local governmental
agencies in new markets. In addition, new regulatory requirements or changes in
existing requirements may delay or increase the cost of opening new facilities
potentially adversely affecting our ability to effect our acquisition strategy.


                                       17
<PAGE>

The operation of our eWaste recycling, refurbishing, dismantling and/or
remarketing facilities poses certain environmental risks, which could adversely
affect our results of operations and financial condition.

Our operations are subject to federal, state, provincial and local laws and
regulations regarding the protection of the environment. Environmental issues
resulting from potential soil, surface water or groundwater contamination in
connection with the storage, dismantling and recycling of eWaste assets, or
similar problems may also be present at our eWaste recycling, refurbishing,
dismantling and/or remarketing facilities. Additionally, at times we engage in
waste disposal activities for our suppliers. 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. We could incur
substantial expenditures for preventative, investigative or remedial action and
could be exposed to liability arising from our operations, contamination by
previous users of certain of our acquired facilities, or the disposal of our
waste at off-site locations. Environmental laws and regulations could become
more stringent over time and there can be no assurance that our operations or we
will not be subject to significant costs in the future. Although we have
obtained indemnification for pre-existing environmental liabilities from many of
the persons and entities from which we have acquired recycling, refurbishing,
dismantling and/or remarketing facilities, there can be no assurance that such
indemnifications will be adequate. Any such expenditures or liabilities could
have a material adverse effect on our results of operations and financial
condition.

We rely on third party technologies to provide certain of our eWaste processing
services and our inability to use such technologies in the future would harm our
ability to remain competitive.

We rely on third parties for technology to provide certain of our eWaste
processing services, including the license of patented technology from MeWa
described in Item 1 of this Annual Report on 10-KSB. If we are unable to
continue to use or license these technologies on reasonable terms, or if these
technologies fail to operate properly, we may not be able to secure alternatives
in a timely manner and our ability to remain competitive would be harmed.

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
"MXUS.OB". 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.

If we experience problems with our providers of fleet operations, our business
could be harmed.

We rely upon independent subhaulers to pick up and deliver recycled, refurbished
and remarketed eWaste assets and dismantled parts from eWaste assets to and from
our facilities. In addition, our failure to pick up and deliver recycled,
refurbished and remarketed eWaste assets and dismantled parts from eWaste assets
in a timely and accurate manner could harm our reputation and brand, which could
have a material adverse effect on our business. Further, the increase in fuel
cost may lead to increased prices charged by our independent subhaulers, which
may significantly increase our cost. These costs may not be passed on to our
sellers or buyers.

Our executive officers, directors and their affiliates hold a large percentage
of our stock and their interests may differ from other stockholders.

Our executive officers, directors and their affiliates beneficially own, in the
aggregate, approximately 45% of our common stock as of November 30, 2004. If
they were to act together, these stockholders would have significant influence
over most matters requiring approval by stockholders, including the election of
directors, any amendments to our certificate of incorporation and certain
significant corporate transactions, including potential merger or acquisition
transactions. In addition, without the consent of these stockholders, we could
be delayed or prevented from entering into transactions that could be beneficial
to us or our other investors. These stockholders may take these actions even if
our other investors oppose them.


                                       18
<PAGE>

If we lose key management or are unable to attract and retain the talent
required for our business, we may not be able to successfully manage our
business or achieve our objectives.

Our future success depends in large part upon the leadership and performance of
our executive management team, all of whom are employed on an at-will basis and
none of whom are subject to any agreements not to compete. If we lose the
service of one or more of our executive officers or key employees, in particular
Patrick Mulvey, our Chief Executive Officer, or if he decides to join a
competitor or otherwise compete directly or indirectly with us, we may not be
able to successfully manage our business or achieve our business objectives.
Furthermore, our future success depends on our ability to continue to attract,
retain and motivate other senior management and qualified personnel. Competition
for these employees is intense.

Compliance with new rules and regulations concerning corporate governance may be
costly and time consuming.

      The Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, requires, among other
things, that companies adopt new corporate governance measures and imposes
comprehensive reporting and disclosure requirements, sets stricter independence
and financial expertise standards for board and audit committee members and
imposes increased civil and criminal penalties for companies, their chief
executive officers and chief financial officers for securities law violations.
These laws, rules and regulations will increase the scope, complexity and cost
of our corporate governance, reporting and disclosure practices, which could
harm our results of operations and divert management's attention from business
operations. These new rules and regulations may also make it more difficult and
more expensive for us to obtain director and officer liability insurance and
make it more difficult for us to attract and retain qualified members of our
board of directors, particularly to serve on our audit committee.

While we believe that we currently have adequate internal control procedures in
place, we are still exposed to potential risks from recent legislation requiring
companies to evaluate internal controls under Section 404 of the Sarbanes-Oxley.

      We are evaluating our internal controls systems in order to allow
management to report on, and our independent auditors to attest to, the
effectiveness of our internal controls over financial reporting, as required by
this legislation. We will be performing the system and process evaluation and
testing (and any necessary remediation) required in an effort to allow our
management to assess the effectiveness of our system of internal control as of
November 30, 2005, the end of our current fiscal year. Our independent auditors
must then attest to and report on that assessment by our management to comply
with the management certification and auditor attestation requirements of
Section 404 of Sarbanes-Oxley (Section 404). As a result, we have and expect to
continue to incur significant additional expenses and diversion of management's
time. We may fail to timely complete our evaluation, testing and remediation
actions in order to allow for this assessment by our management or our
independent auditors may not be able to timely attest to our management's
assessment. If we are not able to implement the requirements of Section 404 in a
timely manner or with adequate compliance, we might be subject to sanctions or
investigation by regulatory authorities, such as the Securities Exchange
Commission. Further, if our independent auditors are not satisfied with our
internal control over financial reporting or with the level at which it is
documented, designed, operated or reviewed, they may decline to attest to
management's assessment or may issue a qualified report identifying a material
weakness in our internal controls. Any such action could adversely affect our
financial results and could cause our stock price to decline.


                                       19
<PAGE>


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 Auditor's 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.

Evaluation of disclosure controls and procedures

Our management evaluated, with the participation of our Chief Executive Officer
("CEO") and our Chief Financial Officer ("CFO"), the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
Annual Report on Form 10-KSB. Based on this evaluation, our Chief Executive
Officer and our Chief Financial Officer have concluded that our disclosure
controls and procedures were not effective as of November 30, 2004. As indicated
in the Report of Independent Registered Accounting Firm, we were not able to
confirm the financial condition as of November 30, 2004, of UDT Korea Co., Ltd.
on Korea industry. We are currently in negotiations with UDT Korea Co., to
reach an agreement that will enable us to audit our consolidated financial
materials in a timely manner.

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting that
occurred during the period covered by this Annual Report on Form 10- KSB that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

                                       20
<PAGE>


ITEM 8B. OTHER INFORMATION.

      None.



                                       21
<PAGE>


                                    PART III

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

(a) Executive Officers

The following table sets forth certain information regarding our executive
officers as of March 30, 2005, and their ages as of such date:

The following table lists the names, ages and positions held by all directors of
the Company as of March 30, 2005. Executive officers serve at the discretion of
the Board of Directors.

Background of Executive Officers

      Name                         Office(s)                        Age
      ----                         ---------                        ---

Patrick Mulvey         Chief Executive Officer                      55
Michele Whatmore       President                                    36
James Ross             Chief Financial Officer and Secretary        47

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

Patrick J. Mulvey was named our Chief Executive Officer and appointed to our
Board of Directors in October 2004. From July 1995 through the present he has
been Chairman, MusiCom LLC, an independent music retailer in Southern California
with 6 retail stores and headquartered in Chula Vista, California. From 1999
until October 2004, he has been involved in consulting projects worldwide
working with investment banks and also strategically involved in the operations
and growth of MusiCom LLC. In 1998 through 1999 Mr. Mulvey was CEO of the
Military Channel, a private independent cable television programmer, in
Louisville, KY. From 1997 through 1998 he was Senior Vice President, Marketing
at Cablevision Systems in Nassau County, New York. Cablevision is one of the
largest cable television systems in the USA. Prior to the founding of MusiCom
LLC, Mr. Mulvey held executive positions at W. W. Grainger (1993-1994), General
Electric (1990-1993) and FEDEX Corporation (1981-1990). Mr. Mulvey is a graduate
of the Rensselaer Polytechnic Institute, Troy New York with an MBA and M.S. in
Industrial Engineering. He has B.S. in Industrial Technology from New York
Institute of Technology in Old Westbury, New York.

Michele Whatmore has been the President and Director of Maxus since November
2003. She was a co-founder and served as President of 901133 since its inception
in 1994. Michele has received an honours diploma from Northern Alberta Institute
of Technology in Business Administration with major in Marketing. She is asked
to speak across North America on the topics of eWaste and sustainability and
sits on the Board of Directors for the Recycling Council of Alberta. Shelley was
named as a Global 2003 Woman of Vision by _____________________ for her work
with Maxus.

James S. Ross has served as the Chief Financial Officer of Maxus since November
2003 and as the Secretary of the Company since January 2004. Mr. Ross has served
as Chief Financial Officer of 901133 since October 2002. Since September 1993,
Mr. Ross has been the President of JSR Capital Inc. through which he has
performed interim financial management and corporate finance functions for a
variety of companies, including 901133. From 1998 to 2001, Mr. Ross served as
President of Northstone Power Corporation, an independent power generation
company. He received a Masters of Business Administration degree from York
University in 1987.


                                       22
<PAGE>

The Military Channel, where Mr. Mulvey was CEO from January 1998 until June
1990, filed a petition for protection under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of Louisville,
Kentucky in June 2000. Mr. Mulvey was assessed approximately $1.5 million plus
annual interest by the Internal Revenue Service in 2000, as a result of unpaid
payroll taxes during the time when Mr. Mulvey was CEO of the Military Channel
(March-June 1999). Mr. Mulvey has paid over $250,000 as a result of such fines.
In March 2005, Mr. Mulvey was a prosecution witness for the U.S. Government in
U.S. Federal District Court for the district of Louisville, Kentucky in a
criminal proceeding brought against the former Chairman of the Board of the
Military Channel for events occurring during the years 1997-2000. Mr. Mulvey
asserts that he was not in control of the financial functions of the Military
Channel at the time that such payroll taxes were not paid. Based on sworn
testimony from Mr. Mulvey and others at the criminal trial attesting to his lack
of financial control of the Military Channel, Mr. Mulvey will be appealing the
judgments immediately.

(b) Board of Directors

The following table sets forth certain information regarding our Board of
Directors as of March 30, 2005, and their ages as of such date:

      Name                                 Age      Position(s)
      ----                                 ---      -----------

Patrick Mulvey                             55       Director

Michele Whatmore                           36       Director

James S. Ross                              47       Director

William E. Thomson                         63       Director

Set forth below is the biographical information on William E. Thomson. All other
members of the Board of Directors of Maxus are also officers of the Company and
their biographical information may be found in the section entitled "Executive
Officers" above.

William E. Thomson is President of Thomson Associates Inc. is a leading merchant
banking company specializing in providing corporate finance expertise and
management leadership to businesses. Founded in 1978, Thomson Associates has
developed a legacy of achievement in obtaining Private Equity and Equity-related
capital for emerging growth companies, and in providing the critical guidance
required by corporations to successfully steer though crisis and towards
positive growth.

Thomson Associates is also focused on the operation of companies in crisis,
monitoring the clients of financial institutions, counseling Boards of
Directors, Chief Executive Officers and senior management during periods of
change, growth, initial public offerings (IPO) and other financings, and general
consulting and financial intermediation services. Thomson Associates has
operated companies in diverse fields including information technology,
manufacturing, hospitality, forest products, medical services, financial
services, transportation and tier two automotive supplies, amongst others.

Mr. Thomson's current directorships are: Nasdaq - China Automotive Systems Inc.
(Auto Parts), Maxus Technology Inc. (Technology Waste Recycling); TSX - Asia
Media Group Ltd. chm. (Media), Score Media Inc. (formerly Headline Media Group
Inc.) (Media), YTW Weslea Growth Capital Corporation (Capital Pool Company);
Private - Corbett Waste Solutions Corporation (Barbados) (Waste Management
Solutions), Electrical Contacts Ltd. (Electrical Contacts), Redpearl Funding
Corporation (IT Financing), Wright Tech Systems Inc. (Waste Management
Solutions), YTW Growth Capital Management Corporation (Vice Chairman); Not For
Profit - World Education Services.


                                       23
<PAGE>

Mr. Thomson is a Chartered Accountant, holds a Bachelor of Commerce degree from
Dalhousie University and is a member of the Institute of Corporate Directors.

(c) Family Relationships

Michele Whatmore, director and President of the Company, is the wife of Charles
Whatmore, who was the Company's Executive Vice President of Business Development
and member of the board of directors. Charles Whatmore resigned from the Company
effective as of March 25, 2004. Except as disclosed herein, there are no family
relationships among the Company's directors or officers.

(d) Disclosure re Audit Committee and Audit Committee Financial Expert

The Company does not have a standing audit committee. The entire board is
currently performing the functions normally assigned to an audit committee.
Director William Thomson has the attributes of an audit committee financial
expert as set forth in Item 401(e)(2) of Regulation S-B.

(e) Changes to Security Holder Recommendation Procedures for Nominees to the
Maxus' Board of Directors

The Company does not currently have a policy with regard to a process for
communications by stockholders to directors or the consideration of any director
candidates recommended by the stockholders.

(f) Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities ("10%
Stockholders") to file with the Securities and Exchange Commission (the "SEC")
reports of ownership on Form 3 and reports on changes in ownership on Form 4 or
Form 5. Such executive officers, directors, and 10% Stockholders are also
required by SEC rules to furnish the Company with copies of all Section 16(a)
forms that they file. Maxus believes all reporting requirements under Section
16(a) for the fiscal year ended November 30, 2004 were met by its executive
officers, Board members and greater than ten-percent stockholders.

(g) Code of Ethics and Complaint Procedures

The Company has not adopted a Code of Ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or any person performing a similar function with the Company. The
Company has been focused on raising funds to continue the Company's operations,
assimilating its new business operations, [and integrating a new management
team]. The Company determined that in order to have a meaningful Code of Ethics
it would be in the Company's best interest to take the time to carefully
consider issues related to a Code of Ethics tailored to our Company prior to
adoption of such a code. The Company intends to prepare a Code of Ethics and
present it to its full Board of Directors during the current fiscal year. Upon
adoption of its Code of Ethics, the Company will post the Code of Ethics on its
Internet website at www.maxustech.com and disclose in our subsequently filed
annual report the fact that such Code of Ethics has been posted on our website.


                                       24
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

Executive Compensation and Related Information

The following table provides information concerning the compensation received
for services rendered to our company in all capacities during the years ended
November 30, 2004, 2003 and 2002 by each person who served as Chief Executive
Officer during fiscal 2004 and by each of our other most highly compensated
executive officers whose aggregate compensation exceeded $100,000 during fiscal
2004. This table is based on earned compensation. All option grants during the
fiscal year were made under our 2004 Stock Plan.

<TABLE>
<CAPTION>
                                                                                          Long-Term
                                                     Annual Compensation                 Compensation
                                          -----------------------------------------      ------------
                                                                       Other Annual       Securities
                                Fiscal                                 Compensation       Underlying        All Other
 Name and Principal Position     Year     Salary ($)        Bonus ($)      (1)            Options (#)     Compensation
-----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>            <C>       <C>           <C>            <C>               <C>
Patrick Mulvey(2)                2004           22,914         --           --                --                --
Chief Executive Officer          2003               --         --           --                --                --
                                 2002               --         --           --                --                --

David Smith (3)                  2004           96,667         --           --           225,000                --
Former Chief Executive           2003               --         --           --                --                --
Officer                          2002               --         --           --                --                --

Michele Whatmore                 2004           91,680         --           --           150,000                --
President                        2003           51,524         --           --                --                --
                                 2002           41,762         --           --                --                --

James S. Ross (4)                2004           64,176         --           --           150,000                --
Chief Financial Officer          2003           59,000         --           --                --                --
                                 2002           11,390         --           --                --                --

Gary Powers (5)                  2004           64,176         --           --           150,000                --
Former Chief Operating           2003           14,000         --           --                --                --
Officer                          2002               --         --           --                --                --

Charles Whatmore (6)             2004           53,480         --           --           150,000                --
Former Vice President,           2003           50,873         --           --                --                --
Business Development             2002           41,870         --           --                --                --
</TABLE>

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

(1)   Excludes certain perquisites and other amounts that, for any executive
      officer, in the aggregate did not exceed the lesser of $50,000 or 10% of
      the total annual salary and bonus for such executive officer.

(2)   Commenced employment in October 2004 and thus compensation for fiscal year
      ended November 30, 2004 is only for a partial year; his base salary
      annualized is $150,000.

(3)   Employment terminated in September 2004.

(4)   Mr. Ross' payments from the Company are made to his consulting company,
      JSR Capital Inc.

(5)   Employment terminated in March 2005.

(6)   Employment terminated in March 2005.



                                       25
<PAGE>

Option Grants in Last Fiscal Year

The following table shows all grants of stock options to the executive officers
listed in the Summary Compensation Table during fiscal year ended November 30,
2004. These grants are options to purchase the common stock of the Company.

<TABLE>
<CAPTION>
                        OPTION GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)

                                                   Percent of Total
                                                    Options Granted
                            Number of               to Employees in
                            Securities                Year Ended       Exercise
                            Underlying               November 30,       or Base
Name                        Options Granted            2004 (1)        Price (2)     Expiration Date
-------------------------------------------------------------------------------------------------------
<S>                         <C>                     <C>              <C>            <C>
Patrick Mulvey                    --                       --            --                    --
David Smith                  225,000(3)                  12.78%        $1.09         December 2008
Michele Whatmore             150,000(4)                   8.52%         $.99         December 2008
James S. Ross                150,000(5)                   8.52%         $.99         December 2008
Gary Powers                  150,000(6)                   8.52%         $.99         December 2008
Charles Whatmore             150,000(7)                   8.52%         $.99         December 2008
</TABLE>

------------------
(1)   Based on an aggregate of 1,760,000 options granted by us in the year ended
      November 30, 2004 to our employees, employee directors and consultants,
      including the executive officers and highly compensated employees listed
      in the Summary Compensation Table.

(2)   Options were granted at an exercise price equal to the fair market value
      on the date of grant as determined pursuant to the closing price of our
      common stock on the OTCBB on the trading day immediately preceding the
      date of grant.

(3)   This option was granted on December 12, 2004 and vests as to one-fourth of
      the shares on December 12, 2005 and as to one-fourth of the balance of the
      shares at the end of each year thereafter, subject to the employee's
      continued employment with our company. Mr. Smith's employment with our
      company terminated on September 24, 2004 and his right to exercise options
      expired on October 25, 2004. Mr. Smith did not exercise any such options.

(4)   This option was granted on December 12, 2004 and vests as to one-fourth of
      the shares on December 12, 2005 and as to one-fourth of the balance of the
      shares at the end of each year thereafter, subject to the employee's
      continued employment with our company.

(5)   This option was granted on December 12, 2004 and vests as to one-fourth of
      the shares on December 12, 2005 and as to one-fourth of the balance of the
      shares at the end of each year thereafter, subject to the employee's
      continued employment with our company.

(6)   This option was granted on December 12, 2004 and vests as to one-fourth of
      the shares on December 12, 2005 and as to one-fourth of the balance of the
      shares at the end of each year thereafter, subject to the employee's
      continued employment with our company. Mr. Powers' employment with our
      company terminated on March 23, 2005.

(7)   This option was granted on December 12, 2004 and vests as to one-fourth of
      the shares on December 12, 2005 and as to one-fourth of the balance of the
      shares at the end of each year thereafter, subject to the employee's
      continued employment with our company. Mr. Whatmore's employment with our
      company terminated on March 25, 2005.

      The following table provides information concerning option exercises
during fiscal 2004 and the exercisable and unexercisable options held as of
November 30, 2004, by the executive officers and highly compensated employees
listed in the Summary Compensation Table:

Aggregated Option Exercises In Last Fiscal Year and Fiscal Year-End Option
Values

<TABLE>
<CAPTION>

                                                              Number of Securities          Value of Unexercised
                           Number of                         Underlying Unexercised        In-the-Money Options at
                           Share                              Options at 11/30/04               11/30/04 (1)
                           Acquired on                    ----------------------------   -----------------------------
Name                       Exercise       Value Realized   Exercisable   Unexercisable    Exercisable   Unexercisable
----------------------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>            <C>             <C>            <C>             <C>
Patrick Mulvey                    -                    -             -               -              -               -
David Smith                       -                    -             -               -              -               -
Michele Whatmore                  -                    -             -         150,000              -         112,500
James S. Ross                     -                    -             -         150,000              -         112,500
Gary Powers                       -                    -             -         150,000              -         112,500
Charles Whatmore                  -                    -             -         150,000              -         112,500
</TABLE>

-----------------
(1) This number is calculated by subtracting the option price from the closing
price of common stock as reported by the OTCBB on November 30, 2004 ($0.50) to
get the "average value per option," and multiplying the average value per option
by the number of exercisable and unexercisable options. The amounts in this
column may not represent amounts actually realized by the executive officers
listed in the Summary Compensation Table.


                                       26
<PAGE>

Compensation of Directors

The Company does not currently pay its directors a fee for attending scheduled
and special meetings of the Board of Directors. The Company does not pay the
expenses of its directors for attending board meetings.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information with respect to beneficial
ownership of the Company's Common Stock as of March 30, 2005 by: (i) each person
known by the Company to be the beneficial owner of more than 5% of the Company's
Common Stock, (ii) by each director, (iii) by each of our named executive
officers and (iv) all directors and executive officers as a group. Except as
otherwise indicated, the address for each person is 18300 Sutter Boulevard,
Morgan Hill, CA 95037. Beneficial ownership is determined in accordance with the
rules of the SEC and includes voting or investment power with respect to the
securities. Except as otherwise indicated in the footnotes to the table, and
subject to community property laws, where applicable, the persons and entities
identified in the table below have sole voting and investment power with respect
to all shares beneficially owned. The number of shares of Common Stock
outstanding used in calculating the percentage for each listed person includes
shares of common stock underlying options or warrants held by such person that
are exercisable within 60 calendar days of March 30, 2005 ("Vested Options"),
but excludes shares of common stock underlying options or warrants held by any
other person. Percentage of beneficial ownership is based on 22,790,850 shares
of common stock outstanding as of March 30, 2005.

<TABLE>
<CAPTION>

                                                                                          Beneficial Ownership (1)
                                                                                          ------------------------

                                                                                         Number of        Percentage
                Beneficial Owner Name                                                       Shares          Ownership
---------------------------------------------------------------------------------------------------------------------
Holders of 5% or More of Maxus Stock
<S>                                                                                     <C>              <C>
Michele Whatmore (2).............................................................        5,837,204              25.6%
David Smith  (3).................................................................        4,203,360               5.3%
741257 Alberta Ltd.  (4).........................................................        1,911,568               8.3%

Directors and Officers
Patrick Mulvey, Director and Chief Executive Officer (5).........................
Michele Whatmore, Director and President  (2)....................................        5,837,204              25.6%
James S. Ross, Chief Financial Officer and Director  (6).........................          160,000              70.7%
William E. Thomson, Director  (7) ...............................................
Gary Powers, Former Chief Operating Officer  (8).................................          250,000               1.0%
Charles Whatmore, Former Vice President, Business Development  (9)...............        1,911,568               8.3%
All executive officers and directors as a group persons..........................        8,056,272              35.4%
</TABLE>

------------------
* Represents beneficial ownership of less than 1% of the outstanding shares of
common stock.

(1)   Beneficial ownership is determined in accordance with the Rules of the SEC
      and generally includes voting and investment power with respect to
      securities. Beneficial ownership also includes shares subject to options
      currently exercisable within 60 days of this table.

(2)   Address is 207 East Chestermere Drive, Chestermere, Alberta, T1X 1A2.
      5,734,704 are shares held through her holding company 775464 Alberta Ltd.
      The rest are options exercisable in the next 60 days

(3)   Terminated employment in September of 2004.

(4)   Address is 52 Mount Selkirk Close SE, Calgary AB, T2Z 2R6. Owned by Rick
      Shrum

(5)   Address is 5249 Prosperity Lane San Diego, CA 92115

(6)   Address is 59 Woodacres Dr SW, Calgary, Alberta

(7)   Address is 390 Bay Street, Suite 1102, Toronto, ON M5H 2Y2

(8)   Terminated employment in March 2005.

(9)   Terminated employment in March 2005 Address is 207 East Chestermere Drive,
      Chestermere Alberta, T1X 1A2. Shares owned through holding company 746459
      Alberta Ltd.


                                       27
<PAGE>

Equity Compensation Plans

The following table gives information about our common stock that may be issued
upon the exercise of options, warrants and rights under all of our existing
equity compensation plans as of November 30, 2004.

<TABLE>
<CAPTION>

                                         Number of                                  Number of securities
                                         securities to be      Weighted-average   remaining available for
                                         issued upon            exercise price     future issuance under
                                         exercise of            of outstanding      equity compensation
                                         outstanding               options,           plan (excluding
                                         options, warrants       warrants and     securities reflected in
         Plan                            and rights                 rights              column (a))
         ----------------------------------------------------------------------------------------------------
         <S>                             <C>                                        <C>
         Equity compensation plan              1,540,000                                  460,000
         approved by stockholders (1)
</TABLE>

(1)   The referenced plan is our 2004 Stock Option Plan.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Since November 30, 2002, we have not been a party to any transaction or
series of similar transactions in which the amount involved exceeds $60,000 and
in which any director, executive officer, or holder of more than 5% of our
common stock had or will have a direct or indirect material interest other than:

      o     compensation arrangements which are described under the heading
            "Employment Contracts and Termination of Employment and Change in
            Control Arrangements" above;

      o     advances to the Company from the following: (i) $45,840 from 741257
            Ab Ltd., wholly owned by Rick Shrum, (ii) $50,143 from 775464 Ab
            Ltd., wholly owned by Michele Whatmore, (iii) $115,228 from 746459
            Alberta Ltd, wholly owned by Charles Whatmore, and (iv) $22,000 from
            David Smith - former CEO ($22,000);

      o     a Memorandum of Understanding between the Company and Charles
            Whatmore and Gary Powers, former officers of Maxus, entered into on
            March 24, 2005 to sell our MeWa equipment and technology to a joint
            venture to be operated by Messrs. Powers and Whatmore. Pursuant to
            the Memorandum of Understanding, Maxus will receive a minority
            interest in the joint venture and cash payments.

      o     For the twelve-month period ended November 30, 2004, the following
            related parties made advances: 741257 Ab Ltd., wholly owned by Rick
            Shrum in the amount of $45,840, 775464 Ab Ltd., wholly owned by
            Michele Whatmore in the amount of $65,631, 746459 Alberta Ltd,
            wholly owned by Charles Whatmore in the amount of $115,228 and David
            Smith, our former Chief Executive Officer, in the amount of $22,000.

      o     We have an operating line of credit of up to $506,000 with the Royal
            Bank of Canada, all of which is currently drawn down upon. We are
            currently in default under our credit facility with the Royal Bank
            of Canada and do not have the funds to pay down the current amount
            due. As such, the Royal bank of Canada could foreclose on all of our
            assets which could result in our being forced to cease operations.
            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 (currently 4.25%) 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, inventory, land
            and building and general assets are pledged as collateral and by
            personal guarantees of Michele Whatmore, our President and a member
            of our board of directors, Charles Whatmore, a former executive
            officer and former member of our board of directors, and Rick Shrum.

      o     In July 2004 we entered into an agreement with a Korean company, UDT
            Korea Co Ltd and we purchased 75% of their shares. we have
            determined that the goodwill incurred in the purchase of UDT Korea
            should be considered impaired at this time. UDT has entered into
            term loans with three


                                       28
<PAGE>


            Korean Banks for approximately $306,671 at varying interest rates
            ranging from 7.5% to 8.56% per annum. UDT Korea owes approximately
            $306,371 to three banks under interest -Additionally, UDT's
            management estimates that UDT owes approximately $552,088 in short
            term obligations and current liabilities.

      Our Certificate of Incorporation and Bylaws provide that we shall
indemnify our directors and officers to the fullest extent permitted by Delaware
law. We have also entered into indemnification agreements with our officers and
directors containing provisions that may require us, among other things, to
indemnify our officers and directors against liabilities that may arise by
virtue of their status or service as directors or officers and to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified.

ITEM 13. EXHIBITS.

      Statements filed as part of this Report:

      1.    Consolidated Financial Statements

            See "Index to Consolidated Financial Statements" on page __ of this
Annual Report on Form 10-KSB.


      2.    Exhibits

            The following documents are filed as exhibits herewith, unless
otherwise specified, and are incorporated into this Annual Report on Form 10-KSB
by 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)

         3.3      Certificate of Amendment to Certificate of Incorporation, as
                  filed with the Secretary of State of the State of Delaware.
                  (3)

         10.1     Stock Exchange Agreement dated July 22, 2004 by and between
                  Registrant and Pyeng Jim Kim. (4)

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


                                       29
<PAGE>


         21.1     Subsidiaries of the Registrant.

         23.1     Consent of Independent Registered Public Accounting Firm.

         24.1     Power of Attorney is contained on the signature pages hereto.

         31.1     Certification of Chief Executive Officer pursuant to
                  Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.

         31.2     Certification of Chief Financial Officer pursuant to
                  Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.

         32.1     Statement of Chief Executive Officer and Chief Financial
                  Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

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

(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.

(3) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-QSB as filed on April 14, 2004.

(4) Previously filed as an exhibit to the Company's Current Report on Form 8-K
as filed on August 2, 2004 with the Commission, which is incorporated herein by
reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table is a summary of the fees billed to us by Schwartz Levitsky
Feldman LLP for professional services for the years ended November 30, 2004 and
November 30, 2003:


                                                         2004           2003
                                                       -------        -------
Audit fees                                             $77,191        $25,350
Audit-related fees                                     $              $
Tax fees                                               $              $
All other fees
                                                       -------        -------

Total                                                  $77,191        $25,350


                                       30
<PAGE>

Audit Fees. Consists of fees billed for professional services rendered for the
audit of our consolidated financial statements and review of our quarterly
interim consolidated financial statements, as well as services that are normally
provided by Schwartz Levitsky Feldman LLP in connection with statutory and
regulatory filings or engagements.

Audit-Related Fees. Consists of fees billed for acquisition-related work,
registration statements, assistance in responding to SEC inquiries, audits
required by statute in certain locations outside the US where the Company has
operations, procedures performed in connection with restatement of the Company's
historical financial statements, accounting consultations and acquisition
required audits.

Tax Compliance Fees. Consists of fees billed for professional services including
assistance regarding federal, state and international tax compliance and related
services and professional services for tax advice and tax planning.

All Other Fees. Consists of fees billed for special investigation services
requested by the Board of Directors concerning management and accounting
practices.


Maxus does not have an audit committee. As such, before selecting and prior to
determining to continue its engagement for 2005 with Schwartz Levitsky Feldman
LLP, the Board of Directors carefully considered Schwartz Levitsky Feldman
LLP's qualifications as independent registered auditors. This included a review
of the qualifications of the engagement team, the quality control procedures the
firm has established, as well as its reputation for integrity and competence in
the fields of accounting and auditing. The Board of Directors' review included
inquiry concerning any litigation involving Schwartz Levitsky Feldman LLP and
any proceeding by the SEC against the firm. In this respect, the Board of
Directors has concluded that the ability of Schwartz Levitsky Feldman LLP to
perform services for Maxus is in no way adversely affected by such litigation or
investigation. The Board of Directors' review also included matters required to
be considered under the Securities and Exchange Commission's rules on auditor
independence, including the nature and extent of non-audit services, to ensure
that the auditors' independence will not be impaired. The Board of Directors
pre-approves all audit and non-audit services provided by Schwartz Levitsky
Feldman LLP, or subsequently approves non-audit services in those circumstances
where a subsequent approval is necessary and permissible. All of the services
provided by Schwartz Levitsky Feldman LLP described under "Audit-Related Fees,"
"Tax Compliance Fees," "Tax Consulting Fees" and "All Other Fees" were
pre-approved by the Board of Directors. The Board of Directors has determined
that the provision of services by Schwartz Levitsky Feldman LLP other than for
audit related services is compatible with maintaining the independence of
Schwartz Levitsky Feldman LLP as our independent auditors.

[COMPLETE THIS SECTION]


                                       31
<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, on April 5, 2005.

                                        MAXUS TECHNOLOGY CORPORATION


                                        By: /s/ PATRICK MULVEY
                                            -----------------------
                                            Patrick Mulvey
                                            Chief Executive Officer



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Patrick Mulvey and James S. Ross, and each or any
one of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Annual Report on
Form 10-KSB, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming our signatures as they may be
signed by ours said attorney-in-fact and any and all amendments to this Annual
Report on Form 10-KSB.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report on Form 10-KSB has been signed by the following persons in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                                    Title                            Date
               ---------                                    -----                            ----
<S>                                          <C>                                        <C>

    /s/ PATRICK MULVEY                       Chief Executive Officer                    April 5, 2005
-----------------------------                (Principal Executive Officer) and
    Patrick Mulvey                           Director


    /s/ JAMES S. ROSS                        Chief Financial Officer (Principal         April 5, 2005
-----------------------------                Financial and Accounting Officer)
    James S. Ross                            and Director


    /s/ MICHELE WHATMORE                                                                April 5, 2004
-----------------------------                President and Director
    Michele Whatmore


    /s/ WILLIAM E. THOMSON
-----------------------------                Director                                   April 5, 2004
    William E. Thompson
</TABLE>


                                       32

<PAGE>

                          MAXUS TECHNOLOGY CORPORATION
                        (Formerly Medinex Systems, Inc.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2004 AND 2003

      Together With Report of Independent Registered Public Accounting Firm

                        (Amounts expressed in US Dollars)


<PAGE>


                          MAXUS TECHNOLOGY CORPORATION
                        (Formerly Medinex Systems, Inc.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                        AS OF NOVEMBER 30, 2004 AND 2003

      Together With Report of Independent Registered Public Accounting Firm

                        (Amounts expressed in US Dollars)


                                TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm                      1

Consolidated Balance Sheets as of November 30, 2004 and 2003             2 - 3

Consolidated Statements of Operations for the years ended
    November 30, 2004 and 2003                                               4

Consolidated Statements of Cash Flows for the years
    ended November 30, 2004 and 2003                                         5

Consolidated Statements of Changes in Stockholders' Deficiency
    for the years ended November 30, 2004 and 2003                           6

Notes to Consolidated Financial Statements                              7 - 26


<PAGE>


Schwartz Levitsky Feldman llp
CHARTERED ACCOUNTANTS
TORONTO, MONTREAL, OTTAWA


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)


We have audited the consolidated balance sheets of Maxus Technology Corporation
(Formerly Medinex Systems, Inc.) (incorporated in Delaware) as of November 30,
2004 and 2003 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
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.

Included in the consolidated financial statements, are certain current
liabilities to third parties amounting to $605,293 payable by the Corporation's
75% owned subsidiary, UDT Korea Co., Ltd., located in Ansan-city, South Korea.
As described in note 2 to the consolidated financial statements, we were unable
to confirm these liabilities as of November 30, 2004. Furthermore, we have not
been able to satisfy ourselves whether there are additional material unrecorded
liabilities of UDT Korea Co., Ltd. at that date which have not been recorded due
to the above.

In our opinion, except for the effects of such adjustments, if any, as might
have been determined to be necessary had we been able to confirm the amount
recorded on account of these liabilities, as described in the preceding
paragraph, at November 30, 2004 and had we been able to satisfy ourselves that
there are no material unrecorded liabilities, these consolidated financial
statements present fairly, in all material respects, the financial position of
the Corporation as of November 30, 2004 and 2003 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.

The accompanying consolidated financial statements have been prepared assuming
that the Corporation will continue as a going concern. As discussed in note 1 to
the consolidated financial statements, the Corporation has suffered significant
losses from operations and has recurring negative working capital that raise
substantial doubt about its ability to continue as a going concern. Management's
plan in regard to those matters is also described in note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                                 "SCHWARTZ LEVITSKY FELDMAN LLP"
Toronto, Ontario, Canada                         Chartered Accountants
March 18, 2005


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


                                                                               1
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Consolidated Balance Sheets
As of November 30, 2004 and 2003
(Amounts expressed in US Dollars)
                                                            2004          2003

                                                              $             $
                                     ASSETS
       CURRENT ASSETS

           Cash                                             54,023       116,759
           Marketable and other securities                   1,697           970
           Accounts receivable (note 5)                    564,623       420,477
           Income tax recoverable                           36,598        17,959
           Inventory (note 6)                              118,408        74,703
           Prepaid expenses                                 47,102        12,078
                                                            ------        ------

                                                           822,451       642,946


       LOAN RECEIVABLE (note 7)                              8,661        10,744


       PROPERTY, PLANT AND EQUIPMENT (note 8)            1,464,326     1,025,674
                                                         ---------     ---------



                                                         2,295,438     1,679,364
                                                         =========     =========




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



       APPROVED ON BEHALF OF THE BOARD

                                            Director
       -------------------------------------

                                            Director
       -------------------------------------



                                                                               2
<PAGE>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Consolidated Balance Sheets
As of November 30, 2004 and 2003
(Amounts expressed in US Dollars)
                                                           2004          2003

                                                             $             $
                                   LIABILITIES
CURRENT LIABILITIES

    Bank indebtedness (note 9)                            924,359       450,312
    Accounts payable and accrued liabilities (note 10)  1,786,987       377,118
    Short Term Notes (Note 11)                            791,841
    Current portion of long-term debt                     199,367       138,850
                                                        ---------     ---------


                                                        3,702,554       966,280

CONVERTIBLE PROMISSORY NOTE (note 12)                     350,500            --

LONG-TERM DEBT (note 13)                                  518,590       637,465

DUE TO RELATED PARTIES (note 14)                        1,158,195       728,439
                                                        ---------     ---------

                                                        5,729,839     2,332,184
                                                        ---------     ---------


CONTINGENCIES AND COMMITMENTS (note 19 and 20)

                     STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK (note 15)                                   227,907       213,609

ADDITIONAL PAID-IN-CAPITAL                              1,859,700       117,545

ACCUMULATED OTHER COMPREHENSIVE LOSS                      (68,191)      (96,552)

DEFICIT                                                (5,453,817)     (887,422)
                                                        ---------     ---------

                                                       (3,434,401)     (652,820)
                                                        ---------     ---------

                                                        2,295,438     1,679,364
                                                        =========     =========


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


                                                                               3
<PAGE>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Consolidated Statement of Operations For The Years Ended
November 30, 2004 and 2003
(Amounts expressed in US Dollars)
                                                           2004          2003

                                                             $             $

SALES                                                  6,189,119      3,583,124

    Cost of sales                                      3,806,100      2,329,501
                                                      ----------       --------

GROSS PROFIT                                           2,383,019      1,253,623
                                                      ----------       --------

OPERATING EXPENSES

    General and administrative expenses                4,742,729      1,829,142
    Impairment of Goodwill                             1,435,138             --
    Stock-based compensation                             381,603             --
    Long-term debt interest                              117,447         69,240
    Amortization                                         276,504        168,314
                                                      ----------       --------
                                                       6,953,421      2,066,696
                                                      ----------       --------
LOSS FROM OPERATIONS                                  (4,570,402)      (813,073)
                                                      ----------       --------


OTHER INCOME

    Other income                                           3,670          7,527
    Interest income                                          337            364
                                                      ----------       --------
                                                           4,007          7,891
                                                      ----------       --------


LOSS BEFORE INCOME TAXES AND MINORITY INTEREST        (4,566,395)      (805,182)

    Income taxes (note 17)                                    --             --
    Minority Interest                                     80,840             --
                                                      ----------       --------

NET LOSS                                              (4,485,555)      (805,182)
                                                      ==========       ========

Net loss per share, basic and diluted                      (0.20)         (0.04)
                                                      ==========       ========

Weighted average common shares outstanding            22,177,371     20,932,143
                                                      ==========       ========

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


                                                                               4
<PAGE>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Consolidated Statement of Cash Flows For The Years Ended
November 30, 2004 and 2003
(Amounts expressed in US Dollars)
                                                           2004          2003
                                                             $             $
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                           (4,485,555)     (805,182)
    Adjustments for items not affecting cash
         Amortization                                     276,504       168,314
         Impairment of goodwill                         1,435,138            --
         Stock-based compensation                         381,603            --
         Minority Interest                                (80,840)           --
         (Increase) decrease in accounts receivable       (78,189)       78,781
         (Increase) decrease in inventory                  (6,327)      (57,706)
         (Increase) decrease in prepaid expenses          150,926        10,201
         Increase (decrease) in accounts payable and
             accrued liabilities                          942,108        78,653
         Increase (decrease) in income taxes payable      (16,722)        8,616
                                                       ----------      --------

    Net cash used in operating activities              (1,481,354)     (518,323)
                                                       ----------      --------

CASH FLOWS FROM INVESTING ACTIVITIES

    Acquisitions of property and equipment               (533,448)     (362,605)
    Increase (decrease in investments)                      6,439            --
                                                       ----------      --------

    Net cash used in investing activities                (527,009)     (362,605)
                                                       ----------      --------
CASH FLOWS FROM FINANCING ACTIVITIES

    Proceeds from issuance of capital stock               324,850       331,091
    Proceeds from related parties                         252,338        98,745
    Proceeds from (repayments of) long-term debt         (119,959)      225,702
    Proceeds from short term notes                        791,841            --
    Proceeds from Convertible Promissory Note             350,500            --
    Increase in bank indebtedness                         124,450       311,808
    Decrease (Increase) in loan receivable                  2,003        (9,819)
                                                       ----------      --------
    Net cash provided by financing activities           1,726,023       957,527
                                                       ----------      --------
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES          219,604        (7,257)
                                                       ----------      --------
NET INCREASE (DECREASE) IN CASH                           (62,736)       69,342

    Cash, beginning of year                               116,759        47,417
                                                       ----------      --------
CASH, END OF YEAR                                          54,023       116,759
                                                       ==========      ========
INCOME TAXES PAID                                              --        15,990
                                                       ==========      ========
INTEREST PAID                                             117,447        69,240
                                                       ==========      ========

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


                                                                               5
<PAGE>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Consolidated Statements of Changes in Stockholders Deficiency
For The Years Ended November 30, 2004 and 2003
(Amounts expressed in US Dollars)
<TABLE>
<CAPTION>
                                                     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>             <C>
                                                                   $          $           $                 $            $
Balance as of November 30, 2002                         100         63                   (82,240)                     (10,846)
    Issuance of shares                            5,442,160    228,891
    Recapitalization pursuant to reverse
        acquisition                              15,761,393    (16,917)     16,917            --            --           --
    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)

    Issuance of shares for cash                     429,767      4,298     320,552            --            --           --

    Issuance of shares pursuant to                1,000,000     10,000   1,040,000            --            --           --
    Purchase of UDT Korea

    Stock-based compensation                                               381,603            --            --           --

    Minority Interest                                    --         --          --       (80,840            --           --

    Foreign currency translation                         --         --          --            --        28,361       28,361

    Net Loss for the year                                --         --          --    (4,485,555)   (4,485,555)          --
                                                 ----------    -------   ----------   ----------   -------------   --------------

    Balance as of November 30, 2004              22,790,650    227,907   1,859,700    (5,453,817)   (4,457,194)     (68,191)
                                                 ==========    =======   =========    ==========    ============   ==============

</TABLE>
                          The accompanying notes are an
           integral part of these consolidated financial statements.


                                                                               6
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)


1. GOING CONCERN AND BACKGROUND INFORMATION

      a)    Background information

            Maxus Technology Corporation or "Maxus" or the "Corporation"
            (formerly Medinex Systems Inc. ), 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 equipment and recycling
            electronic waste through its operating subsidiaries.

            On November 14, 2003, Maxus 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 Maxus 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
            Maxus. Consequently, even though Maxus is the legal acquirer, this
            transaction is treated as an acquisition of Maxus by 901133.

            Concurrently with this transaction, Maxus changed its year-end to
            coincide with those of its subsidiaries. On March 24, 2004, the
            Corporation changed it's name to Maxus Technology Corporation

      b)    Going concern


            Certain principal conditions and events are prevalent which indicate
            that there could be substantial doubt about the company's ability to
            continue as a going concern for a reasonable period of time. These
            include:

            i.    Recurring operating losses
            ii.   Stockholders' deficiency
            iii.  Working capital deficiency
            iv    Breach of financial covenants (note 9)


<PAGE>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

1.    GOING CONCERN AND BACKGROUND INFORMATION (cont'd)

      Management has initiated certain plans, which it believes will mitigate
      and alleviate these adverse conditions and events including:

            i.    Expansion of the recycling business
            ii.   Implementation of cost-cutting measures
            iii.  Selling building and recycling equipment (note 21)
            iv.   Divestment of non producing assets
            v.    Reached agreement with a financial institution on financing
                  (note 21)


2.    RISK OF DOING BUSINESS IN KOREA

      On July 1, 2004, Maxus acquired a 75% interest in UDT Korea Co. Ltd in
      Ansan, South Korea. In common with certain other Asian countries, the
      economic environment in South Korea continues to be volatile. In addition,
      the Korean government and the private sector continue to implement
      structural reforms to historical business practices including corporate
      governance and the recording of transactions in their accounting systems.
      The accompanying financial statements reflect management's assessments of
      the impact of the economic environment on the financial position and the
      results of operations of the Company. Due to potential lack of control
      over the Company's recording system certain liabilities have been
      estimated by management and others potentially not recorded at all. Thus,
      actual results could differ materially from management's current
      evaluation.

      Management has accrued its best estimates of these liabilities in the
      amount of $605,293 under current liabilities in the consolidated financial
      statements; based on historical experience, best knowledge of current
      events and of the operations of the Company. As these estimates are based
      on the aforementioned matters, they may be incomplete and uncertain.
      Therefore consequently, any changes or omission could materially impact
      the consolidated financial statements.


3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a)    Basis of Consolidated Financial Statements

            The consolidated financial statements as of November 30, 2004
            include the accounts of Maxus Technology Corporation and its
            wholly-owned subsidiaries: 901133 Alberta Ltd., Maxus Technology
            Inc., Triple-Too Communications Inc., Maxus Technology S DE RL DE
            CV, Maxus Mexicana S.A. de C.V and Servicios Maxustech S.A. de C.V,
            Maxus Holdings, Inc., Maxus Technology, Inc. and Maxus (Nova Scotia)
            Company. The consolidated financial statements also consolidate,
            with minority interest, the Corporation's 75% investment in UDT
            Korea Co, Ltd

            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.


                                                                               8
<PAGE>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

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

      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, 2004 and 2003, 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.

      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 first-in 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:

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


                                                                               9
<PAGE>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

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

      g)    Property, Plant and Equipment (cont'd)

            Leasehold improvements straight-line over term of lease

            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.

      h)    Goodwill

            Goodwill represents the excess of the purchase price over the fair
            value of the underlying net identifiable assets arising on
            acquisition. Goodwill is evaluated for impairment at least on an
            annual basis or when impairment indicators are present. An
            impairment write-down to fair value would occur if discounted cash
            flows from the underlying assets net of the fair value of the
            long-lived assets was less than the carrying amount of the goodwill.
            Management has determined that goodwill was impaired at year end and
            has recorded an impairment loss of $1,435,138

      (i)   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.


      j)    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>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

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

      k)    Revenue Recognition

            The Corporation generates sales through four 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.

            iv)   Recycling

                  These sales involve 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.

      l)    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.

      m)    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>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

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

      n)    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. Changes in
            these estimates could materially impact the consolidated financial
            statements (see Note 2)

      o)    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, 2004, due to the
            wide variety of customers, markets and geographic areas to which the
            Corporation's products are sold.

      p)    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.

      q)    Stock Based Compensation

            The Company has adopted SFAS 123 in respect of stock based
            compensation. This statement requires that a fair value based method
            of accounting be applied to all stock based payments to
            non-employees and to direct awards of stock to employees. The
            standard requires the recognition of a compensation expense for
            grants of stock, stock options, and other equity instruments to
            employees based on the estimated fair value of the instruments at
            the grant date.

      r)    Recent Pronouncements

            SFAS 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.


                                                                              12
<PAGE>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

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

      r)    Recent Pronouncements (cont'd)

            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.

            SFAS No. 151 - "Inventory Costs, an Amendment of ARB No. 43, Chapter
            4." SFAS No. 151 retains the general principle of ARB No. 43,
            Chapter 4, "Inventory Pricing," that inventories are presumed to be
            stated at cost; however, it amends ARB No. 43 to clarify that
            abnormal amounts of idle facilities, freight, handling costs and
            spoilage should be recognized as current period expenses. Also, SFAS
            No. 151 requires fixed overhead costs be allocated to inventories
            based on normal production capacity. The guidance in SAFS No. 151 is
            effective for inventory costs incurred during fiscal years beginning
            after June 15, 2005.

            SFAS 123 (Revised) - "Share Based Payment," which will require the
            Company to measure the cost of employee services received in
            exchange for an award of equity instruments based on the grant-date
            fair value of the award. That cost will be recognized over the
            period during which an employee is required to provide service in
            exchange for the award the requisite service period. No compensation
            cost is recognized for equity instruments for which employees do not
            render the requisite service. The grant-date fair value of employee
            share options and similar instruments will be estimated using
            option-pricing models adjusted for the unique characteristics of
            those instruments. SFAS No. 123 (Revised) eliminates the use of APB
            Opinion No. 25. SFAS No. 123 (Revised) is effective for the first
            interim or annual reporting period that begins after December 15,
            2005. Early adoption for interim or annual periods for which
            financial statements or interim reports have not been issued is
            encouraged.

            SFAS 152 - In December 2004, the FASB issued SFAS No. 152
            "Accounting for Real Estate Time-Sharing Transactions - an amendment
            of FASB Statements No. 66 and 67" ("SFAS 152"). This statement
            amends FASB Statement No. 66 "Accounting for Sales of Real Estate"
            to reference the financial accounting and reporting guidance for
            real estate time-sharing transactions that is provided in AICPA
            Statement of Position 04-2 "Accounting for Real Estate Time-Sharing
            Transactions" ("SOP 04-2"). SFAS 152 also amends FASB Statement No.
            67 "Accounting for Costs and Initial Rental Operations of Real
            Estate Projects" to state that the guidance for incidental
            operations and costs incurred to sell real estate projects does not
            apply to real estate time-sharing transactions, with the accounting
            for those operations and costs being subject to the guidance in SOP
            04-2. The provisions of SFAS 152 are effective in fiscal years
            beginning after June 15, 2005.

            SFAS 153 - In December 2004, the FASB issued SFAS No. 153 "Exchanges
            of Non-monetary Assets - an amendment of APB Opinion No. 29" ("SFAS
            153"). SFAS 153 replaces the exception from fair value measurement
            in APB Opinion No. 29 for non-monetary exchanges of similar
            productive assets with a general exception from fair value
            measurement for exchanges of non-monetary assets that do not have
            commercial substance. A non-monetary exchange has commercial
            substance if the future cash flows of the entity are expected to
            change significantly as a result of the exchange. SFAS 153 is
            effective for all interim periods beginning after June 15, 2005.
            Maxus Technology Corporation (Formerly Medinex Systems, Inc.) Notes
            to Consolidated Financial Statements November 30, 2004 and 2003
            (Amounts expressed in US Dollars)



                                                                              13
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

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

      r)    Recent Pronouncements (cont'd)

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

4.    ACQUISTION

      Purchase of UDT Korea Co., Ltd.

      The Corporation acquired 75% of the common shares of UDT Korea Ltd
      ("UDT"), of Seoul, South Korea effective July 1, 2004. The terms are as
      follows:

      (i)   The Corporation acquired 75% of the outstanding shares of UDT in
            exchange for paying the shareholders owning 75% of UDT at the
            closing date, a total consideration of 1,000,000 common shares of
            the Corporation.

      (ii)  Further, the Corporation was to issue 200,000 options to acquire
            common shares of the Corporation at the market price on the day of
            closing to the key principals and employees of UDT in amounts to be
            determined, however this was never consummated.

      (iii) In addition, up to 100,000 performance shares could be issued to the
            President of UDT based on the financial performance of UDT in 2004.
            Twenty Thousand common shares in the Corporation will be issued for
            every $100,000 in Net Profit generated by UDT up to 100,000 shares.
            Since UDT Korea was not profitable no shares were issued.

5.    ACCOUNTS RECEIVABLE
                                                           2004          2003

                                                             $             $

Accounts receivable                                    1,745,913         420,477
Less:  Allowance for doubtful accounts                 1,181,290              --
                                                       ---------         -------

                                                         564,623         420,477
                                                       =========         =======



            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 that estimated.



                                                                              14
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars


6.    INVENTORY

                                                             2004          2003

                                                             $             $

Inventory is comprised of the following:

Scrap materials                                             16,581        37,021
Finished goods                                             101,827        37,682
                                                           -------        ------
                                                           118,408        74,703
                                                           =======        ======


7.    LOAN RECEIVABLE

      The loan receivable from an unrelated party is non-interest bearing,
      unsecured and without specified terms of repayment and not expected to be
      paid before December 1, 2005.


8.    PROPERTY, PLANT AND EQUIPMENT, NET 2004 2003

                                                           2004          2003

                                                             $             $

Automobiles                                              155,912         121,851
Building                                                 482,457         440,454
Utility building                                         192,913         176,118
Computer hardware                                         41,496          34,024
Computer hardware under capital lease                     52,892          32,580
Computer software                                        321,136         206,303
Equipment, Furniture and fixtures                        953,576         300,093
Leasehold improvements                                     2,277           2,078
Land                                                      42,158          38,488
                                                       ---------       ---------
COST                                                   2,244,817       1,351,989
                                                       ---------       ---------


                                                                              15
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars


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


                                                           2004          2003

                                                             $             $
Less: Accumulated amortization

      Automobiles                                          100,286        61,414
      Building                                              29,637        17,970
      Utility building                                      24,613        14,049
      Computer hardware                                     26,805        19,551
      Computer hardware under capital lease                 17,297         5,230
      Computer software                                    273,556       105,455
      Equipment, furniture and fixtures                    307,614       102,439
      Leasehold improvements                                   683           207
                                                         ---------     ---------
     ACCUMULATED AMORTIZATION                              780,491       326,315
                                                         ---------     ---------
     NET                                                 1,464,326     1,025,674
                                                         =========     =========


9.    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:

      Variable rate term loan of up to $143,328 Canadian ($120,000 U.S.), bear
      interest at the bank's prime rate plus 3.0%;

      Demand operating line of credit of $600,000 Canadian ($506,000 U.S.), bear
      interest at the U.S. business rate plus 1.0%;

      As at November 30, 2004, the Corporation did not meet the financial
      covenants under its arrangement with the bank. As a result the loan has
      been classified as current.

      The Corporation, through the UDT subsidiary, has entered into financing
      arrangements with three Korean Banks at varying interest rates ranging
      from 7.5% to 8.56% per annum. These loans are small business loans renewed
      on a yearly basis and are presently current.


                                                                              16
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)


10.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

      Accounts payable and accrued liabilities are comprised of the following:

                                                    2004                  2003

                                                      $                     $

Trade payable                                      1,638,006             336,960
Accrued liabilities                                  148,981              40,158
                                                   ---------             -------
                                                   1,786,987             377,118
                                                   =========             =======


11.   SHORT TERM NOTES

      The short-term notes are unsecured and are payable to certain third party
      individuals and bear interest at 7% to 9% per annum and have payment
      schedules beginning in April of 2005 ending in December 2005. Interest
      expense for the year amounted to $19,833.

12.   CONVERTIBLE PROMISSORY NOTE

      The convertible promissory note is payable to a shareholder, and is for an
      amount of up to US $500,000 and bears interest at 6% per annum, compounded
      annually. The note is due and payable on December 31, 2006. At the option
      of the company, the unpaid principal amount of the note, including all
      accrued and unpaid interest, during the period commencing 30 days prior to
      December 31, 2006, can be converted into common stock based on the closing
      price on the date of conversion. Interest expense for the year amounted to
      $7,132.


13.   LONG-TERM DEBT 2004 2003

                                                          2004            2003

                                                           $                $

      a)    Long-term debt consist of the following:

            Business Development Bank of
            Canada mortgage, interest at bank prime
            plus 0.75% per annum with 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
                                                        372,648          365,699



                                                                              17
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
 (Amounts expressed in US Dollars)

13.   LONG-TERM DEBT (cont'd)

      a)    (cont'd)

            Business Development Bank of Canada
            loan, interest at bank prime plus
            1.75% per annum with 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         141,653          168,116

            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                   32,580           37,503

            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                 5,530            9,610

            Royal Bank of Canada loan, interest at
            bank prime plus 1.0% per annum,
            monthly payments of principal and
            interest of $4,900 until August 2006,
            secured by a General Security
            Agreement provided by the corporation
                                                         95,012          137,732

            Royal Bank of Canada capital lease,
            interest at varying amounts ranging
            from 8.51% to 9.475% per annum,
            monthly payments of principal and
            interest of $1,531until November 30,
            2007 secured by specific charge on the
            computer hardware under capital lease
                                                         46,419           32,579




                                                                              18
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

13. LONG-TERM DEBT (cont'd)

            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
                                                         24,115           25,076
                                                       --------       ----------
                                                        717,957          776,315
                                                       --------       ----------
            Less: Royal Bank of Canada loan (see
            below)                                       95,012               --

            Less: Current portion                       104,355          138,850
                                                       --------       ----------
                                                        199,367               --
                                                       --------       ----------
                                                        518,590          637,465
                                                       ========       ==========


            The Royal Bank of Canada loan has been classified as a current
            liability due to the breach of financial covenants as disclosed in
            note 9.

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

            2005                                                         159,329
            2006                                                         139,849
            2007                                                         108,666
            2008                                                          49,174
            2009                                                          27,926
            2010 and thereafter                                          233,013
                                                                        --------
                                                                        $717,957
                                                                        ========


      c)    Interest expense related to long-term debt was $117,212 ($69,240 in
            2003).

14.   DUE TO RELATED PARTIES

      The amounts due to related corporations are non-interest bearing, have no
      specific repayment terms and are not expected to be repaid prior to
      December 1, 2005. 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 loans have been estimated at $1,093,000


                                                                              19
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

15.   CAPITAL STOCK

      a)    Authorized

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

      b)    Issued                                      2004        2003

                                                          $           $

            22,790,650 Common shares
            (21,360,883 in 2003)                       227,907     213,609
                                                       =======     =======

      c)    Changes to Issued Share Capital

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

            i.    During the period from December 1, 2002 to November 13, 2003
                  the Corporation issued 5,442,160 shares of Common Stock for
                  net proceeds of $228,891

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

            ii.   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
            ----------------------------------------------

            iii.  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 November 30, 2003
                  157,230 shares of common stock had been issued pursuant to the
                  private placement.

            iv.   In January 2004, the Corporation completed the private
                  placement described in (iii) above

            v.    In February, 2004, the Corporation entered into a private
                  placement agreement whereby 130,000 common shares were issued
                  at a price of $1.00 each.

            vi.   On July 1, 2004, the Corporation issued 1,000,000 common
                  shares pursuant to the acquisition of UDT as described in Note
                  4.


                                                                              20
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars

15.   CAPITAL STOCK (cont'd)

      d)    Stock Option Plans

            On March 24, 2004, a stock option plan (the "plan") was approved at
            the Corporation's annual general meeting pursuant to which 2,000,000
            shares of Common Stock were reserved for issuance. Options may be
            granted to full-time employees, directors and advisors of the
            Corporation and its subsidiaries. The following stock options were
            granted in 2004.
<TABLE>
<CAPTION>
        <c>            <C>            <C>       <C>           <C>         <C>       <C>         <C>          <C>

                                      Option                  Fair Value  Risk      Expected    Expected     Expected
        Date            Quantity      Price     Expiry                    Free      Life        Volatility   Dividends
                                                                          Rate

                                                December,
        March, 2004     1,254,000     $0.99     2008          $568,786    1.17%     5 years     52%          NIL


        March, 2004        60,000     $1.20     February,     $37,323     1.17%     5 years     61%          NIL
                                                2009

        March, 2004       225,000     $1.19     December,     $90,641     1.17%     5 years     52%          NIL
                                                2008
        July 2004
                          235,000     $1.20     July, 2009    $107,714    1.17%     5 years     42%          NIL
                        ---------     -----     ----------    --------    ----      -------    ---           ---

                        1,774,000                             $804,464
                        =========                             ========

</TABLE>


            All the options to date vest over 5 years. Fair Value was calculated
            using the Black-Scholes Option Pricing Model. Compensation expense
            of $381,603 has been recorded in the current year based on the
            graded vesting method


                                                                              21
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

15.   CAPITAL STOCK (cont'd)

      (d)   Stock Option Plans (cont'd)

            The following summarizes options outstanding as of November 30:


<TABLE>
<CAPTION>

                                               2004                             2003
                                               Weighted Average                 Weighted Average
                                    Number     Exercise Price     Number        Exercise Price
<S>                               <c>          <C>                <c>           <C>
Outstanding, beginning of year                 $                                $

Granted                           1,774,000                1.05        --                     --
Expired
Exercised
Forfeited                          (234,000)              .0.99        --                     --
Cancelled
                                 ==========    ================   =======       ================
Outstanding, end of year          1,540,000    $           1.06        --       $             --
                                 ==========    ================   =======       ================
Exercisable, end of year                 --    $             --        --       $             --
                                 ==========    ================   =======       ================
</TABLE>



16.   COMPREHENSIVE LOSS

      The components of comprehensive loss are as follows:

                                                          2004           2003

                                                            $              $

Net loss                                               (4,485,555)     (805,182)
Foreign currency translation                               28,361       (85,706)
                                                       ----------      --------

COMPREHENSIVE LOSS                                     (4,457,194)     (890,888)
                                                       ==========      ========


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


                                                                              22
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

17.   INCOME TAXES 2004 2003

                                                          2004           2003

                                                            $              $
     a)    Current                                          --
                                                       ==========      ========

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

                                                        2004                2003

                                                          $                   $
             Deferred tax assets:

                Operating loss carryforwards          1,350,000         370,000
                Valuation allowance                  (1,350,000)       (370,000)
                                                     ----------        --------
             Net deferred tax assets                         --              --
                                                     ==========        ========



18.   RELATED PARTY TRANSACTIONS

      Amount due from or payable to companies and related parties which are
      related through common ownership are as follows:
                                                          2004           2003

                                                            $              $

      Balances, end of the year:

      Due to related parties                          1,158,195          728,439

      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.


19.   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 $422,000. 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.


                                                                              23
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

20.   COMMITMENTS

      a)    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                                                         $100,098
Over one year but not exceeding two years                                 75,525
Over two years but not exceeding three years                              80,560
Over three years but not exceeding four years                             80,560
Over four years but not exceeding five years                              13,428
Over five years
                                                                        --------

                                                                        $350,171
                                                                        ========


      b)    During the fourth quarter of 2004 the Corporation has executed
            agreements with two consultants whereby it is obligated to issue
            41,670 common shares within six months of signing and another 50,000
            common shares within twelve months of signing

21.   SUBSEQUENT EVENTS

      a)    In March of 2005 Maxus Technology Inc. accepted an offer from a 3rd
            party purchaser to sell its' building in Rimbey for $583,333. The
            transaction is expected to close in April 2005

      b)    In March 2005 the Corporation reached a tentative agreement to sell
            its' MeWa recycling equipment to a joint venture for cash and a
            minority interest in the venture which will recycle electronics.

      c)    In March 2005 the Corporation also entered into a financing
            agreement with a financial institution to finance $2 million under a
            convertible debenture. An agreement with the same financial
            institution to advance up to $10 million under a Standby Equity
            Distribution Agreement was also entered into.

      d)    During March of 2005, $212,500 was advanced under the Convertible
            Promissory Note


                                                                              24
<PAGE>

Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
 (Amounts expressed in US Dollars)


22.   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 Recycling sales.

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

                                                       2004              2003

                                                        $                  $

Broker sales                                        1,709,260         1,576,575
Equipment resales                                   1,986,086           537,469
Consignment sales                                     662,970           465,806
Recycling (Other Sales)                             1,830,803         1,003,274
                                                    ---------         ---------
                                                    6,189,119         3,583,124
                                                    =========         =========


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

United States of America                            4,782,898         2,400,693
Canada                                                940,923           859,950
Other                                                 465,378           322,481
                                                    ---------         ---------
                                                    6,189,199         3,583,124
                                                    =========         =========


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

      The Corporation's accounting records provide partial information on net
      loss by geographic area. Below is fair representation of loss by
      geographic area in the opinion of management.

                                                        2004            2003

                                                         $                $

United States of America                           (1,200,285)         (539,472)
Canada                                             (3,158,518)         (193,244)
Other                                                (126,752)          (72,466)
                                                    ---------         ---------
                                                   (4,485,555)         (805,182)
                                                    =========         =========


                                                                              25
<PAGE>


Maxus Technology Corporation
(Formerly Medinex Systems, Inc.)
Notes to Consolidated Financial Statements
November 30, 2004 and 2003
(Amounts expressed in US Dollars)

22.   SEGMENTED INFORMATION (cont'd)

      d)    The breakdown of assets by geographical area is as follow

                                                        2004                2003

                                                          $                   $

United States of America                               174,186                --
Canada                                               1,813,786         1,679,364
Mexico                                                 226,094                --
Other                                                   81,372                --
                                                     ---------         ---------
                                                     2,295,438         1,679,364
                                                     =========         =========




      e)    Sales to major customers are as follows:
                                                         2004           2003
                                                      ----------     ----------


Sales                                                 $2,032,164     $  917,267
                                                      ----------     ----------

     % of total sales                                         33%            26%
                                                      ----------     ----------
     Amounts included in accounts receivable          $   86,224     $    3,690
                                                      ----------     ----------

      f)    Purchases from major suppliers are as follows:

                                                          2004             2003
                                                      ----------     ----------

Purchases                                             $1,114,496     $  411,332
                                                      ----------     ----------
% of total purchases                                          29%            18%
                                                      ----------     ----------
Amounts included in accounts payable                  $  289,057     $       --
                                                      ----------     ----------

                                                                              26