<PAGE>   1
                                                                     EXHIBIT 13



















CINTECH
TELE-MANAGEMENT
SYSTEMS, INC.

Financial Statements for the Years Ended
June 30, 2000 and 1999 and Independent
Auditors' Report


<PAGE>   2

Deloitte & Touche LLP
250 East Fifth Street
P.O. Box 5340
Cincinnati, Ohio 45201-5340

Tel:(513) 784-7100
www.us.deloitte.com



                                                                        DELOITTE
                                                                        & TOUCHE


INDEPENDENT AUDITORS' REPORT

To the Stockholders of
  Cintech Tele-Management Systems, Inc.

We have audited the accompanying balance sheets of Cintech Tele-Management
Systems, Inc. (the "Company") as of June 30, 2000 and 1999 and the related
statements of income, stockholders' equity and cash flows for the years then
ended (all expressed in U.S. dollars) which, as described in Note 1, have been
prepared on the basis of accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of June 30, 2000 and 1999 and
the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

/s/  Deloitte & Touche LLP

August 25, 2000





DELOITTE
TOUCHE
TOHMATSU
<PAGE>   3

<TABLE>
<CAPTION>

CINTECH TELE-MANAGEMENT SYSTEMS, INC.

BALANCE SHEETS
JUNE 30, 2000 AND 1999

------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>


ASSETS                                                     2000               1999

CURRENT ASSETS:
  Cash and cash equivalents (Note 1)                        $ 2,521,039        $1,500,081
  Marketable securities (Note 2)                              5,828,194         4,864,847
  Accounts receivable, trade - (net of
    allowance of $24,509 and $50,601
     in 2000 and 1999, respectively) (Note 1)                   869,435         1,022,153
  Inventory (Note 1)                                             45,969            25,781
  Prepaid expenses                                               31,131            30,172

  Deferred income taxes (Note 6)                                584,067           298,960
                                                            -----------        ----------
           Total current assets                               9,879,835         7,741,994
                                                            -----------        ----------



FIXED ASSETS (Note 1):
  Equipment                                                   1,178,783           757,190
  Furniture and fixtures                                        288,773           151,433
                                                            -----------        ----------
           Total                                              1,467,556           908,623
  Less accumulated depreciation                                (974,166)         (786,988)
                                                            -----------        ----------
           Total fixed assets - net                             493,390           121,635
                                                            -----------        ----------

SOFTWARE DEVELOPMENT COSTS-
  Net (Note 1)                                                1,250,148           578,156
DEFERRED INCOME TAXES (Note 6)                                                    274,996
                                                            -----------        ----------
           Total other assets                                 1,250,148           853,152
                                                            -----------        ----------


TOTAL                                                      $ 11,623,373        $8,716,781
                                                           ============        ==========
</TABLE>



<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS'
   EQUITY                                                  2000                1999
<S>                                                        <C>               <C>

   CURRENT LIABILITIES:
     Accounts payable                                         $  347,664        $   270,434
     Accrued liabilities:
       Accrued wages and compensation                            660,074            755,715
       Accrued income taxes                                       75,678             58,340
       Warranty reserve                                          126,323            119,078
       Other                                                     171,558            182,610
     Deferred maintenance revenue (Note 1)                       832,528            728,678
                                                              ----------        -----------
                Total current liabilities                      2,213,825          2,114,855
                                                              ----------        -----------


   DEFERRED INCOME TAXES (Note 6)                                 83,822
                                                              ----------        -----------

   STOCKHOLDERS' EQUITY (Notes 1,4,5):
     Common stock                                              9,005,433          8,993,777
     Contributed capital                                         675,757            675,757

     Treasury stock                                               (2,290)            (2,290)
     Accumulated deficit                                        (353,174)        (3,065,318)
                                                              ----------         ----------
               Total stockholders' equity                      9,325,726          6,601,926
                                                              ----------        -----------



   TOTAL                                                    $ 11,623,373        $ 8,716,781
                                                            ============        ===========
</TABLE>

See notes to financial statements.


                                      - 2 -


<PAGE>   4

<TABLE>
<CAPTION>

CINTECH TELE-MANAGEMENT SYSTEMS, INC.

STATEMENTS OF INCOME
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
------------------------------------------------------------------------------------------------------------------------

                                                                                         2000               1999
<S>                                                                                      <C>                <C>
NET SALES (Note 1):
   Product sales                                                                        $ 9,915,210       $ 10,449,635
   Services and other sales                                                               2,704,293          1,938,222
                                                                                        -----------       ------------
      Total net sales                                                                    12,619,503         12,387,857
                                                                                        -----------       ------------

COST OF PRODUCTS SOLD AND SERVICES PROVIDED (Note 1):
   Cost of products sold                                                                  2,428,894          2,937,497
   Cost of services and other sales                                                         788,173            621,433
                                                                                        -----------       ------------
      Total cost of products sold and services provided                                   3,217,067          3,558,930
                                                                                        -----------       ------------

GROSS PROFIT                                                                              9,402,436          8,828,927

RESEARCH AND DEVELOPMENT                                                                    672,847            415,657

SELLING, GENERAL AND ADMINISTRATIVE (Notes 1,3)                                           5,761,836          4,949,538
                                                                                        -----------       ------------

INCOME FROM OPERATIONS                                                                    2,967,753          3,463,732

OTHER INCOME                                                                                327,218            121,776
                                                                                        -----------       ------------

INCOME BEFORE INCOME TAX PROVISION/(BENEFIT)                                              3,294,971          3,585,508

INCOME TAX PROVISION/(BENEFIT) (Note 6)                                                     582,827           (467,211)
                                                                                        -----------       ------------

NET INCOME                                                                              $ 2,712,144       $  4,052,719
                                                                                        ============      ============

BASIC EARNINGS PER COMMON SHARE (Note 4)                                                $      0.22       $       0.33
                                                                                        ============      ============

DILUTED EARNINGS PER COMMON SHARE (Note 4)                                              $      0.21       $       0.32
                                                                                        ============      ============
</TABLE>

See notes to financial statements.


                                      - 3-
<PAGE>   5

<TABLE>
<CAPTION>

CINTECH TELE-MANAGEMENT SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
-----------------------------------------------------------------------------------------------------------------------------
                                                COMMON                                                             TOTAL
                                                 STOCK         CONTRIBUTED      TREASURY       ACCUMULATED      STOCKHOLDERS'
                                              NO PAR VALUE       CAPITAL         STOCK           DEFICIT            EQUITY

<S>                                            <C>               <C>             <C>           <C>                <C>
BALANCE AT JUNE 30, 1998                          $8,982,842        $675,757        $ (2,290)      $(7,118,037)   $ 2,538,272

STOCK OPTIONS EXERCISED (21,434 shares)               10,935                                                           10,935

NET INCOME                                                                                           4,052,719      4,052,719
                                                  ----------        --------        ---------      -----------    -----------

BALANCE AT JUNE 30, 1999                           8,993,777         675,757          (2,290)       (3,065,318)     6,601,926

STOCK OPTIONS EXERCISED (20,143 shares)               11,656                                                           11,656

NET INCOME                                                                                           2,712,144      2,712,144
                                                  ----------        --------        ---------      -----------    -----------


BALANCE AT JUNE 30, 2000                          $9,005,433        $675,757        $ (2,290)      $  (353,174)    $9,325,726
                                                  ==========        ========        =========      ============    ==========
</TABLE>

See notes to financial statements.


                                     - 4 -
<PAGE>   6

<TABLE>
<CAPTION>


CINTECH TELE-MANAGEMENT SYSTEMS, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
------------------------------------------------------------------------------------------------------------------------

                                                                                         2000               1999

<S>                                                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                             $ 2,712,144       $ 4,052,719
                                                                                        ------------       -----------
  Adjustments to reconcile net income to net cash provided by
    operating activities:
    Depreciation                                                                             207,219            85,394
    Amortization of software development costs                                               121,815           157,189
    Deferred income taxes                                                                     73,711          (573,956)
    Provision for doubtful accounts                                                          (26,092)           22,204
    Changes in assets and liabilities:
      Decrease in accounts receivable                                                        178,810           478,701
      (Increase) decrease in inventory                                                       (20,188)           61,692
      Increase in other assets                                                                  (959)           (1,722)
      Increase in accounts payable                                                            77,230            69,141
      Increase (decrease) in accrued expenses                                                (82,110)          492,437
      Increase in deferred maintenance revenue                                               103,850           286,067
                                                                                        ------------       -----------
           Total adjustments                                                                 633,286         1,077,147
                                                                                        ------------       -----------
           Net cash provided by operating activities                                       3,345,430         5,129,866
                                                                                        ------------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of marketable securities                                                         (963,347)       (3,948,015)
  Purchase of fixed assets                                                                  (578,974)          (96,176)
  Expenditures for software development costs                                               (793,807)         (510,228)
                                                                                        ------------       -----------
           Net cash used in investing activities                                          (2,336,128)       (4,554,419)
                                                                                        ------------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES-
  Proceeds from exercise of stock options                                                     11,656            10,935
                                                                                        ------------       -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                  1,020,958           586,382

CASH AND CASH EQUIVALENTS:
  Beginning of year                                                                        1,500,081           913,699
                                                                                        ------------       -----------

  End of year                                                                           $  2,521,039       $ 1,500,081
                                                                                        ============       ===========

SUPPLEMENTAL CASH FLOW INFORMATION-Taxes paid                                           $    491,778          $ 62,747
                                                                                        ============       ===========
</TABLE>

See notes to financial statements.



                                     - 5 -


<PAGE>   7

CINTECH TELE-MANAGEMENT SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
-------------------------------------------------------------------------------

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      NATURE OF BUSINESS - The Company develops and markets Internet technology
      solutions exclusively for small to mid-size entities within the Fortune
      1000 and small businesses to manage and analyze interactions with their
      customers, partners, and associates for improved relationships and
      informed decisions. In concert with the Internet technology solutions, the
      Company also provides services, such as installation, training, project
      management, consulting and maintenance support.

      FINANCIAL STATEMENT PRESENTATION - These financial statements have been
      prepared in accordance with accounting principles generally accepted in
      the United States of America and are expressed in United States dollars.
      The differences in accounting principles generally accepted in the United
      States of America and Canada are described in Note 7.

      USE OF ESTIMATES - The preparation of the 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.

      REVENUE - Generally, the Company records product and service revenue when
      the product is shipped and the service is provided. Also, the Company
      records an estimate of potential future returns of product sold at the
      time of sale.

      DEFERRED MAINTENANCE REVENUE - The Company sells product maintenance
      agreements which provide for no-cost upgrade of software. These agreements
      normally cover periods ranging from 1-5 years with revenue being
      recognized on a straight-line basis over the maintenance period.

      WARRANTY RESERVE - At the time of sale, the Company accrues for warranty
      costs relating to software replacement or on site support to be provided
      during the first twelve months following the sale. Costs associated with
      supporting product under warranty are charged to the reserve instead of
      current period cost. The reserve is adjusted periodically based upon
      actual experience.

      DEPRECIATION - Fixed assets are carried at cost. Depreciation is computed
      using an accelerated method over the following useful lives:

         Equipment                                                3-5 years
         Furniture and fixtures and leasehold improvements        2-7 years



                                     - 6 -
<PAGE>   8

INVENTORY - Inventories are valued at the lower of cost or market, with cost
being computed using the first-in, first-out method. Inventories consist of:

                                                    2000            1999

Literature and other documentation                $ 40,318         $14,309
Computer hardware                                    9,068          21,621
Allowance for obsolete inventory                    (3,417)        (10,149)
                                                  --------         -------

Total inventory                                   $ 45,969         $25,781
                                                  ========         =======


SIGNIFICANT CUSTOMERS - Most of the Company's sales are to distributors in the
telephony industry. The Company had sales to major distributors, as follows:

                                     SALES FOR THE YEARS ENDED JUNE 30,

                                 2000                           1999
                        ----------------------      -------------------------
                        AMOUNT            %             AMOUNT           %

Distributor A           $8,548,116       68 %        $ 8,779,085        71 %
Distributor B            1,234,124       10 %          1,022,011         8 %
                        ----------       ----        -----------        ---

Total                   $9,782,240       78 %        $ 9,801,096        79 %
                        ==========       ====        ===========        ===



The Company had gross accounts receivable from major distributors, each of which
was in excess of 10% of the Company's total accounts receivable, as follows:

                                                 PERCENT OF
                                                    GROSS
                                                  ACCOUNTS
                                  DISTRIBUTORS   RECEIVABLE

June 30, 2000                             1             74 %
June 30, 1999                             2             83 %

INTERNATIONAL SALES - The Company had international sales as follows:

                              SALES FOR THE YEARS ENDED JUNE 30,
                                 2000                          1999
                       -------------------------  --------------------------
                        AMOUNT           %            AMOUNT          %

Canada                 $134,648          1 %        $ 99,996          1 %
Other                                                  7,089
                       --------          ---        --------          ---

Total                  $134,648          1 %        $107,085          1 %
                       =========         ===         =========        ===


SOFTWARE DEVELOPMENT COSTS - Costs incurred internally for creation of the
computer software product are charged to research and development expense when
incurred until technological feasibility has been established for the product.
Thereafter, until general release, all software production costs are capitalized
and subsequently reported at the lower of amortized cost or net realizable
value. The capitalized costs are amortized on a straight-line basis over the
estimated economic life of the product.



                                     - 7 -
<PAGE>   9

      Costs capitalized were $793,807 and $510,228 and related amortization was
      $121,815 and $157,189 for 2000 and 1999, respectively. The Company
      periodically evaluates the capitalized cost relative to potential sales
      and accelerates the write-off when appropriate.

      LICENSING FEE - The Company has agreements with distributors which require
      the payment of a license fee on certain software sales made by the
      distributors. This license fee is for the distribution of the Company's
      products. License fee expense was $1,977,347 and $2,281,314 for 2000 and
      1999, respectively.

      FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying value of certain of the
      Company's financial instruments, such as cash, trade accounts receivable
      and trade accounts payable, approximate their fair values.

      ACCOUNTING PRONOUNCEMENTS - In 1999, the Securities and Exchange
      Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition
      in Financial Statements." The bulletin had no impact on the Company's
      financial statements.

      In 1998, the Financial Accounting Standards Board (FASB) issued Statement
      No. 133, "Accounting for Derivative Instruments and Hedging Activities."
      This statement, as amended, which is effective for fiscal year 2001, will
      have no impact on the Company's reported financial position, results of
      operations or cash flows.

      CASH AND CASH EQUIVALENTS - For purposes of reporting cash flows, the
      Company considers all money market instruments to be cash equivalents.

      RECLASSIFICATION - Certain fiscal 1999 amounts have been reclassified in
      order to conform to fiscal 2000 presentation.

2.    MARKETABLE SECURITIES

      The Company maintains various investments in federal agency notes which
      are classified as held-to-maturity and are reported at amortized cost in
      accordance with FASB Statement No. 115 "Accounting for Certain Investments
      in Debt and Equity Securities". All items mature within one year. The cost
      and market value of the investments are summarized below:

<TABLE>
<CAPTION>

                                                                                      NET
                                                AMORTIZED                          UNREALIZED
DESCRIPTION                                       COST              MARKET        GAIN (LOSS)

<S>                                            <C>               <C>                <C>
June 30, 2000 - Federal Agency Notes              $5,828,194        $ 5,831,140        $ 2,946
                                                  ===========       ============       =======

June 30, 1999 - Federal Agency Notes              $4,864,847        $ 4,858,395        $(6,452)
                                                  ===========       ============       =======
</TABLE>


3.    OPERATING LEASES

      OPERATING LEASES - The Company leases its office facility in Norwood,
      Ohio. This operating lease, which began in March 1995 and expires in April
      2002, calls for escalating lease payments over the term of the lease. The
      Company records lease expense on a straight-line basis over the life of
      the lease.




                                     - 8 -
<PAGE>   10


      The annual minimum rent to be paid under the operating lease agreement for
      the facility in Norwood, Ohio is as follows:

Year Ending June 30:
  2001                                   $233,816
  2002                                    175,365


      Rent expense for the leased office space was $308,729 and $293,105 for
      2000 and 1999, respectively.

4.    CAPITAL STOCK AND INCOME PER SHARE

      The following schedule is a summary of the Company's shares of capital
stock.

<TABLE>
<CAPTION>

                                                            COMMON                              IN
                                       AUTHORIZED           ISSUED          OUTSTANDING      TREASURY

<S>                                    <C>                <C>               <C>               <C>
Balance at June 30, 2000               15,000,000         12,323,328        12,321,328        2,000
                                       ===========        ===========       ===========       =====

Balance at June 30, 1999               15,000,000         12,303,185        12,301,185        2,000
                                       ===========        ===========       ===========       =====
</TABLE>



      Income per common share was based on the weighted average number of common
      shares outstanding during each period.

      The Company's basic and diluted earnings per share were determined as
      follows:

<TABLE>
<CAPTION>

                                                   2000                                      1999
                                 ---------------------------------------   ---------------------------------------
                                   INCOME         SHARES       PER SHARE     INCOME         SHARES       PER SHARE
BASIC EPS                       (NUMERATOR)   (DENOMINATOR)    AMOUNT      (NUMERATOR)  (DENOMINATOR)     AMOUNT
<S>                              <C>              <C>           <C>         <C>             <C>            <C>
Income available to
  common stockholders            $ 2,712,144      12,311,524    $ 0.22      $ 4,052,719     12,292,802     $ 0.33

EFFECT OF DILUTIVE SECURITIES

Stock options                                       697,899                                   339,608
                                 -----------      ---------     ------      -----------     ---------      ------
DILUTED EPS

Income available to
  common stockholders
  and assumed conversions        $ 2,712,144      13,009,423    $ 0.21      $ 4,052,719     12,632,410     $ 0.32
                                 ===========      ==========    ======      ===========     ==========     ======
</TABLE>

      Stock options representing 20,000 shares in 2000 and 145,000 shares in
      1999 were not included in computing diluted earnings per share because
      their effects were antidilutive.

5.    STOCK OPTION PLAN

      During 1994, the Board of Directors approved a plan providing for the
      granting, to employees, options for the purchase of a maximum of 1,500,000
      shares of common stock. In 1996, the plan was amended to provide for
      non-employee eligibility. In 2000, the plan was amended and restated to
      include in one document all previous amendments and other non-material
      changes designed to improve the operation




                                     - 9 -
<PAGE>   11

      of the plan and to reserve an additional 1,000,000 shares for issuance
      under the plan. Excluding the options granted in February 1994, all
      options have been granted at an exercise price equal to the fair market
      value at the date of grant and become exercisable equally over a period
      ranging from one to four years. The February 1994 options were granted at
      a price below fair market value at the date of grant and were subsequently
      adjusted to market. The 1994 options granted become exercisable equally
      over a two-year period. All options expire at the end of ten years from
      the date of grant or are subject to the performance provisions of specific
      grants.

      The Company has adopted the disclosure only provision of SFAS No. 123 and
      applies APB Opinion No. 25 in accounting for its stock options. Had
      compensation cost for stock option grants made in fiscal years 2000 and
      1999 been determined using the fair value method consistent with SFAS No.
      123, the Company's net income and net income per share would have been
      effected as follows:

                                                         2000          1999

        For the year ended June 30:
          Net income  - as reported                   $2,712,144  $ 4,052,179
          Net income  - proforma                       2,653,137    4,000,985
        Basic earnings per share - as reported              0.22         0.33
        Basic earnings per share - proforma                 0.22         0.33
        Diluted earnings per share - as reported            0.21         0.32
        Diluted earnings per share - proforma               0.20         0.32



      The fair value of each option is estimated on the date of grant using the
      Black-Scholes option pricing model with the following weighted average
      assumptions:

                                                            2000        1999

        Expected volatility                                  223 %       232 %
        Risk-free interest rate                             6.18 %      6.16 %
        Expected term of options                           5 years     5 years
        Expected dividend yield                              0%           0%



                                     - 10 -
<PAGE>   12

      Information regarding the Company's stock option plan for the years ended
      June 30, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>

                                                                 2000                            1999
                                                  -------------------------------- ------------------------------
                                                                      WEIGHTED                        WEIGHTED
                                                                       AVERAGE                         AVERAGE
                                                                      EXERCISE                        EXERCISE
                                                      OPTIONS           PRICE          OPTIONS          PRICE
                                                  ----------------- -------------- ----------------  ------------

<S>                                                 <C>               <C>             <C>             <C>
Outstanding at beginning of year                    900,623           $ 0.82          921,649         $0.68
Granted                                             242,190             1.71          207,000          1.28
Forfeited                                           (43,207)            1.29         (206,592)         0.68
Exercised                                           (20,143)            0.58          (21,434)         0.44
                                                  ---------           ------         --------

Outstanding at end of year                        1,079,463           $ 1.01          900,623         $0.82
                                                  =========                          ========

Options exercisable at end of year                  539,649           $ 0.81          361,154         $0.80
                                                  =========                          ========

Weighted average fair value of options
  granting during year                            $    0.45                          $   0.34

</TABLE>



<TABLE>
<CAPTION>

                                                       OUTSTANDING                            EXERCISABLE
                                        -------------------------------------------   ---------------------------
                                                          WEIGHTED       WEIGHTED                      WEIGHTED
                                                          REMAINING      AVERAGE                       AVERAGE
                                                         CONTRACTUAL     EXERCISE                      EXERCISE
                                            OPTIONS      LIFE (YEARS)     PRICE          OPTIONS        PRICE
<S>                                     <C>             <C>            <C>             <C>           <C>
Range of exercise price
 .29  -.69                                     249,003         6.98          $ 0.40       151,543       $ 0.46
 .71 - .80                                     267,280         8.04            0.72       148,801         0.72
 .88 - 1.47                                    329,305         6.43            1.20       239,305         1.09
1.50 - 3.90                                   233,875         9.12            1.71
                                            ---------                                    -------
                                            1,079,463         7.54          $ 1.01       539,649       $ 0.81
                                            =========                                    =======
</TABLE>


6.    INCOME TAXES

      Deferred income tax assets and liabilities are computed for differences
      between the financial statement and tax basis of assets and liabilities
      that will result in taxable or deductible amounts in the future based on
      enacted tax laws and rates applicable to the periods in which the
      differences are expected to affect taxable income. Valuation allowances
      are established when necessary to reduce deferred tax assets to the amount
      expected to be realized. Income tax expense is the tax payable or
      refundable for the period plus or minus the change during the period in
      deferred tax assets and liabilities.



                                     - 11 -
<PAGE>   13

      Deferred taxes consist of the following:

<TABLE>
<CAPTION>

                                                                                    JUNE 30,          JUNE 30,
                                                                                      2000              1999
<S>                                                                                <C>                <C>
Current deferred tax asset:
   Deferred revenue                                                                $ 333,011          $ 247,751
   Accrued expenses                                                                  126,674             30,554
   Reserves and allowances                                                           114,163             20,655
   State taxes                                                                        10,219
                                                                                   ---------          ---------

Net current asset                                                                  $ 584,067          $ 298,960
                                                                                   =========          =========

Non-current deferred tax asset:
   Net operating loss carryforward                                                                    $ 815,977
   Research and development credits                                                $ 284,418            201,125
   Alternative minimum tax credit                                                     96,545             63,581
   Fixed assets                                                                       35,274
                                                                                   ---------          ---------
              Total                                                                  416,237          1,080,683
Non-current deferred tax liability:
   Deferred software development costs                                              (500,059)          (196,573)
                                                                                   ---------          ---------
  Net non-current deferred tax asset (liability)                                     (83,822)           884,110
  Less valuation allowance                                                                             (609,114)
                                                                                   ---------          ---------

Net non-current asset (liability)                                                  $ (83,822)         $ 274,996
                                                                                   ===========        =========
</TABLE>


      The provision (benefit) for income taxes for the year ended June 30, 2000
      and 1999 consists of the following:

<TABLE>
<CAPTION>

                                                                                  2000               1999

<S>                                                                             <C>                <C>
Current provision                                                              $  509,116        $   106,745
Deferred provision                                                                682,825          1,439,028
                                                                                 --------         ---------
           Total                                                                1,191,941          1,545,773
Decrease in the valuation allowance                                              (609,114)        (2,012,984)
                                                                                ---------         ----------

Income tax provision (benefit)                                                 $  582,827        $  (467,211)
                                                                               ==========        ===========
</TABLE>

      The primary differences between the statutory rate for federal income tax
      and the effective income tax rate are the utilization of net operating
      losses to offset current income and the change in the valuation allowance.
      At June 30, 2000, the Company has utilized all available net operating
      loss carryforwards for U.S. Federal tax purposes. Also at June 30, 2000,
      for U.S. Federal tax purposes, the Company has research and development
      credit carryforwards available to offset future income taxes of
      approximately $284,000 which will begin to expire in 2009.

7.    RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
      PRINCIPLES ("CANADIAN GAAP AND U.S. GAAP")

      These financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States.



                                     - 12 -
<PAGE>   14

      During the years ended June 30, 2000 and 1999, differences between
      Canadian GAAP and U.S. GAAP arose as a result of depreciation. For U.S.
      GAAP purposes, furniture and fixtures, equipment, leasehold improvements,
      and computer equipment are depreciated over useful lives of seven, five,
      two, and three years, respectively, using an accelerated method. For
      Canadian GAAP purposes, furniture and fixtures, equipment, leasehold
      improvements, and computer equipment are to be depreciated over useful
      lives of five, three, two, and three years, respectively, using a
      straight-line method. The difference in methodology results in a reported
      U.S. GAAP net income in excess of Canadian GAAP of $68,240 and $4,446 for
      the years ended June 30, 2000 and 1999, respectively. The difference does
      not have a material effect on the earnings per share calculation for
      either year.

8.    SIGNIFICANT FOURTH QUARTER ADJUSTMENTS

      The Company's fiscal 1999 results are inclusive of significant adjustments
      recorded in the fourth quarter. In 1999, the Company reduced the deferred
      income tax valuation allowance to $609,114 based on present and expected
      future profitability of the Company (see Note 6). The effect of the
      adjustment on income and related per share amount was $510,375, or $0.04
      per share.

                                   * * * * * *



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