United States Securities and Exchange Commission 
  Washington, D.C. 20549

Form 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE
  ACT OF 1934

For the quarterly period ended December 31, 2002

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
  OF THE EXCHANGE ACT
  For the transition period from _________ to __________________

Commission File Number: 000-29925

Surge Technologies Corp.
  (Name of Small Business Issuer in its charter)

|Nevada                          | 95-4784883                
|------------------------------- | --------------------------
|(state or other jurisdiction of | (I.R.S. Employer I.D. No.)
|incorporation or organization)  |                           

#14  700 58thAvenue
  S.W., Calgary, Alberta, Canada T2H 2E2 
  (Address of principal executive offices)

(403) 250 - 2442 
  Issuers telephone number

Boundless Vision Incorporated 
  Former name, former address, and former fiscal year, if changed since last report

Check whether the registrant (1) filed all reports required
  to be filed by sections 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 [X] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
  PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports
  required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court.

YES [ ]    NO [ ]    N/A

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
  classes of common equity, as of the latest practicable date:

As of February 14, 2003, the registrants outstanding common stock consisted
  of 16,561,352 shares.

Transitional Small Business Disclosure Format (Check one): YES [ ]    NO
  [X]

---

TABLE OF CONTENTS

PAGE

|PART I- FINANCIAL INFORMATION                |   
|-------------------------------------------- | --
|                                             |   
|Item 1. Financial Statements                 | 3 
|                                             |   
|Item 2. Managements Discussion and Analysis | 16
|                                             |   
|Item 3. Controls and Procedures              | 17
|                                             |   
|PART II- OTHER INFORMATION                   |   
|                                             |   
|Item 1. Legal Proceedings                    | 18
|                                             |   
|Item 2. Changes in Securities                | 18
|                                             |   
|Item 3. Defaults Upon Senior Securities      | 18
|                                             |   
|Item 4. Submission of Matters to a Vote of   |   
|Security Holders                             | 18
|                                             |   
|Item 5. Other Information                    | 18
|                                             |   
|Item 6. Exhibits and Report on Form 8-K      | 19
|                                             |   
|SIGNATURES                                   | 19
|                                             |   
|Section 302 Certification                    | 20
|                                             |   
|Exhibit 99.1                                 | 22







2

---

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements



Surge Technologies Corp. and Subsidiaries
  
  (formerly known as Boundless Vision Incorporated)(A Development Stage Company)

Third Quarter Interim Consolidated Financial Statements 
  For the nine month period ended December 31, 2002 and 2001 (unaudited prepared
  by management) 
  And the year ended March 31, 2002.









3

---

Surge Technologies Corp. and Subsidiaries (formerly known as Boundless Vision Incorporated)
  (A Development Stage Company) 
  Consolidated Balance Sheets
  (Unaudited)

|                                                           |   |              |   |   |              |   |   |           |  
|---------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | --------- | -
|                                                           |   | December 31, |   |   | December 31, |   |   | March 31, |  
|                                                           |   | 2002         |   |   | 2001         |   |   | 2002      |  
|                                                           |   |              |   |   |              |   |   |           |  
|ASSETS                                                     |   |              |   |   |              |   |   |           |  
|Current                                                    |   |              |   |   |              |   |   |           |  
|Cash
      and cash equivalents                            | $ | 28,094       |   | $ | 17,541       |   | $ | 1,093     |  
|Trade
      accounts receivable                            |   | 160,800      |   |   | 290,951      |   |   | 295,842   |  
|Inventory
      (Note 4)                                   |   | 218,706      |   |   | 116,955      |   |   | 202,618   |  
|Prepaid
      expenses                                     |   | 61,554       |   |   | 40           |   |   | 1,583     |  
|                                                           |   |              |   |   |              |   |   |           |  
|                                                           |   |              |   |   |              |   |   |           |  
|                                                           |   | 469,154      |   |   | 425,487      |   |   | 501,136   |  
|Property, plant and equipment(Note
      5)                |   | 112,388      |   |   | 95,864       |   |   | 92,114    |  
|Intangible assets(Note 6)                                  |   | 2,673        |   |   | 3,197        |   |   | 2,852     |  
|                                                           |   |              |   |   |              |   |   |           |  
|                                                           |   |              |   |   |              |   |   |           |  
|                                                           | $ | 584,215      |   | $ | 524,548      |   | $ | 596,102   |  
|                                                           |   |              |   |   |              |   |   |           |  
|LIABILITIES AND SHAREHOLDERS DEFICIENCY                   |   |              |   |   |              |   |   |           |  
|                                                           |   |              |   |   |              |   |   |           |  
|Current                                                    |   |              |   |   |              |   |   |           |  
|Accounts
      payable and accrued liabilities             | $ | 630,741      |   | $ | 591,318      |   | $ | 694,909   |  
|                                                           |   |              |   |   |              |   |   |           |  
|Due to related parties(Note 7)                             |   | 291,729      |   |   | 426,041      |   |   | 208,049   |  
|                                                           |   |              |   |   |              |   |   |           |  
|                                                           |   | 922,470      |   |   | 1,017,359    |   |   | 902,958   |  
|                                                           |   |              |   |   |              |   |   |           |  
|Shareholders deficiency                                   |   |              |   |   |              |   |   |           |  
|Capital
      stock (Note 8)                               |   |              |   |   |              |   |   |           |  
|Authorized                                                 |   |              |   |   |              |   |   |           |  
|25,000,000
      of common shares with par value of $0.001 |   |              |   |   |              |   |   |           |  
|Issued
      and outstanding                               |   |              |   |   |              |   |   |           |  
|December
      31, 2002  15,654,000 common shares         |   |              |   |   |              |   |   |           |  
|December
      31, 2001  1,167,971 common shares          |   |              |   |   |              |   |   |           |  
|March
      31, 2002  9,002,435 common shares             |   | 15,654       |   |   | 1,167        |   |   | 9,002     |  
|Additional
      paid in capital                           |   | 404,324      |   |   | 22,884       |   |   | 257,814   |  
|Share
      subscriptions received in advance (Note 16)    |   | 211,352      |   |   | -            |   |   | -         |  
|Equity
      adjustments from foreign currency translation |   | 5,566        |   |   | 13,037       |   |   | 6,183     |  
|Deficit,
      accumulated during the development stage    |   | (975,151     | ) |   | (529,899     | ) |   | (579,855  | )
|                                                           |   |              |   |   |              |   |   |           |  
|                                                           |   | (338,255     | ) |   | (492,811     | ) |   | (306,856  | )
|                                                           |   |              |   |   |              |   |   |           |  
|                                                           | $ | 584,215      |   | $ | 524,548      |   | $ | 596,102   |  
|                                                           |   |              |   |   |              |   |   |           |  
|Nature of Operations and Going Concern(Note
      1)       |   |              |   |   |              |   |   |           |  
|Acquisition of Surge Technologies Inc.(Note
      3)       |   |              |   |   |              |   |   |           |  
|Commitments(Note 11)                                       |   |              |   |   |              |   |   |           |  
|Economic Dependence(Note 14)                               |   |              |   |   |              |   |   |           |  
|Subsequent Event(Note 16)                                  |   |              |   |   |              |   |   |           |  

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

4

---

Surge Technologies Corp. and Subsidiaries (formerly known as Boundless Vision Incorporated)
  (A Development Stage Company) 
  Consolidated Statements of Operations and Deficit
  (Unaudited)

|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|--------------------------------------------- | ------------ | -------------------- | ------------ | ----------- | ------------ | - | ------------ | ------------ | ------------ | ---------- | ------------ | - | ---------- | ------------ | -
|                                              |              | Cumulative           |              |             | For the      |   |              | For the      |              |            | For the      |   |            | For the      |  
|                                              | amounts from |                      |              | three month |              |   | three month  |              |              | nine month |              |   | nine month |             
|                                              |              | inception
        to |              |             | period ended |   |              | period ended |              |            | period ended |   |            | period ended |  
|                                              | December 31, |                      | December 31, |             | December 31, |   | December 31, |              | December 31, |           
|                                              |              | 2002                 |              |             | 2002         |   |              | 2001         |              |            | 2002         |   |            | 2001         |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|SALES                                         | $            | 4,536,117            |              | $           | 352,291      |   | $            | 439,761      |              | $          | 1,217,576    |   | $          | 1,297,090    |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|COST OF SALES                                 |              | 3,948,967            |              |             | 285,208      |   |              | 383,436      |              |            | 1,040,279    |   |            | 1,111,129    |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|GROSS PROFIT                                  |              | 587,150              |              |             | 67,083       |   |              | 56,325       |              |            | 177,297      |   |            | 185,961      |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|EXPENSES                                      |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|Amortization
      of intangible asset        |              | 2,612                |              |             | 433          |   |              | 363          |              |            | 1,156        |   |            | 1,091        |  
|Amortization
      of property and equipment  |              | 32,072               |              |             | 4,547        |   |              | 3,957        |              |            | 15,443       |   |            | 9,880        |  
|Consulting                                    |              | 208,242              |              |             | 109,757      |   |              | 9,835        |              |            | 157,686      |   |            | 29,506       |  
|General
      and administrative              |              | 399,853              |              |             | 40,284       |   |              | 27,551       |              |            | 121,910      |   |            | 50,746       |  
|Interest                                      |              | 65,674               |              |             | 2,157        |   |              | 9,194        |              |            | 16,602       |   |            | 25,882       |  
|Operating                                     |              | 178,113              |              |             | 21,502       |   |              | 17,110       |              |            | 64,258       |   |            | 73,700       |  
|Research
      and development costs (Note 9) |              | 72,974               |              |             | 1,181        |   |              | 2,171        |              |            | 11,735       |   |            | 3,514        |  
|Wages
      and benefits                      |              | 443,049              |              |             | 69,252       |   |              | 46,205       |              |            | 183,803      |   |            | 238,289      |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|                                              |              | 1,402,589            |              |             | 249,113      |   |              | 116,386      |              |            | 572,593      |   |            | 432,608      |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|Net loss before other item                    |              | (815,439             | )            |             | (182,030     | ) |              | (60,061      | )            |            | (395,296     | ) |            | (246,647     | )
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|OTHER ITEM                                    |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|Goodwill
      expensed during the period     |              | (159,712             | )            |             | -            |   |              | -            |              |            | -            |   |            | -            |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|Net loss for the period                       |              | (975,151             | )            |             | (182,030     | ) |              | (60,061      | )            |            | (395,296     | ) |            | (246,647     | )
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|Deficit, accumulated during the               |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|development stage, beginning of period        |              | -                    |              |             | (793,121     | ) |              | (469,838     | )            |            | (579,855     | ) |            | (283,252     | )
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|Deficit, accumulated during the               |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|development stage, end of period              | $            | (975,151             | )            | $           | (975,151     | ) | $            | (529,899     | )            | $          | (975,151     | ) | $          | (529,899     | )
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  
|Basic loss per share(Note 2)                  |              |                      |              | $           | (0.012       | ) | $            | (0.051       | )            | $          | (0.032       | ) | $          | (0.243       | )
|                                              |              |                      |              |             |              |   |              |              |              |            |              |   |            |              |  

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

5

---

Surge Technologies Corp. and Subsidiaries (formerly known as Boundless Vision Incorporated)
  (A Development Stage Company)
  Consolidated Statements of Cash Flows
  (Unaudited)

|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|------------------------------------------------- | ------------ | -------------------- | ------------ | ------------ | ------------ | - | ------------ | ------- | ------------ | ------------ | -------- | - | ------------ | -------- | -
|                                                  |              | Cumulative           |              |              | For the      |   |              | For the |              |              | For the  |   |              | For the  |  
|                                                  | amounts from |                      |              | three month  |              |   | three month  |         |              | nine month   |          |   | nine month   |         
|                                                  |              | inception
        to |              | period ended |              |   | period ended |         |              | period ended |          |   | period ended |         
|                                                  | December 31, |                      | December 31, |              | December 31, |   | December 31, |         | December 31, |             
|                                                  |              | 2002                 |              |              | 2002         |   |              | 2001    |              |              | 2002     |   |              | 2001     |  
|Cash flows from operating activities              |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|Net
      loss for the period                     | $            | (975,151             | )            | $            | (182,030     | ) | $            | (60,061 | )            | $            | (395,296 | ) | $            | (246,647 | )
|Adjustments
      to reconcile loss to            |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|net
      cash used by operating activities       |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|Translation
      gain (loss)                     |              | 5,566                |              |              | (4,664       | ) |              | 7,700   |              |              | (617     | ) |              | 3,211    |  
|Amortization
      of property, plant             |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|and
      equipment                               |              | 32,072               |              |              | 4,547        |   |              | 3,957   |              |              | 15,443   |   |              | 9,880    |  
|Amortization
      of intangible assets           |              | 2,612                |              |              | 433          |   |              | 363     |              |              | 1,156    |   |              | 1,091    |  
|Issuance
      of common shares for               |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|services
      (Note 13)                          |              | 81,000               |              |              | 81,000       |   |              | -       |              |              | 81,000   |   |              | -        |  
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|                                                  |              | (853,901             | )            |              | (100,714     | ) |              | (48,041 | )            |              | (298,314 | ) |              | (232,465 | )
|Changes
      in operating assets and liabilities |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|(Increase)
      decrease in trade accounts       |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|receivable                                        |              | (160,800             | )            |              | 88,500       |   |              | (24,401 | )            |              | 135,042  |   |              | (57,448  | )
|(Increase)
      decrease in inventory            |              | (218,706             | )            |              | 29,730       |   |              | 43,673  |              |              | (16,088  | ) |              | 44,812   |  
|(Increase)
      decrease in prepaid              |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|expenses                                          |              | (61,554              | )            |              | (51,093      | ) |              | -       |              |              | (59,771  | ) |              | 6,692    |  
|Increase
      (decrease) in accounts             |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|payable                                           |              | 630,741              |              |              | (101,444     | ) |              | 8,968   |              |              | (64,168  | ) |              | 100,309  |  
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|                                                  |              | (664,220             | )            |              | (135,021     | ) |              | (19,801 | )            |              | (303,299 | ) |              | (138,100 | )
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|Cash flows from investing activities              |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|Purchase
      of intangible assets               |              | (5,285               | )            |              | (466         | ) |              | (20     | )            |              | (977     | ) |              | (20      | )
|Purchase
      of property, plant, and            |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|equipment                                         |              | (144,460             | )            |              | (6,785       | ) |              | (17,741 | )            |              | (35,917  | ) |              | (22,571  | )
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|                                                  |              | (149,745             | )            |              | (7,251       | ) |              | (17,761 | )            |              | (36,894  | ) |              | (22,591  | )
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|Cash flows from financing activities              |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|Increase
      (decrease) in amounts due          |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|to
      shareholders                             |              | 291,729              |              |              | (44,581      | ) |              | 289     |              |              | 83,680   |   |              | 121,988  |  
|Share
      subscriptions received in             |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|advance                                           |              | 211,352              |              |              | 211,352      |   |              | -       |              |              | 211,352  |   |              | -        |  
|Issue
      of share capital for cash             |              | 338,978              |              |              | -            |   |              | 1,124   |              |              | 72,162   |   |              | 23,737   |  
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|                                                  |              | 842,059              |              |              | 166,771      |   |              | 1,413   |              |              | 367,194  |   |              | 145,725  |  
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|Increase (decrease) in cash and cash              |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|equivalents                                       |              | 28,094               |              |              | 24,499       |   |              | (36,149 | )            |              | 27,001   |   |              | (14,966  | )
|Cash and cash equivalents,                        |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|beginning
      of period                         |              | -                    |              |              | 3,595        |   |              | 53,690  |              |              | 1,093    |   |              | 32,507   |  
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|Cash and cash equivalents,                        |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  
|end
      of period                               | $            | 28,094               |              | $            | 28,094       |   | $            | 17,541  |              | $            | 28,094   |   | $            | 17,541   |  
|                                                  |              |                      |              |              |              |   |              |         |              |              |          |   |              |          |  

Supplemental Disclosures with respect to Cash Flows(Note 13)

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

6

---

Surge Technologies Corp. and Subsidiaries (formerly known as Boundless Vision Incorporated)
  (A Development Stage Company) 
  Consolidated Statements of Changes in Shareholders Deficiency
  (Unaudited)

|                                              |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  
|--------------------------------------------- | ---------- |  | - | --------- |  | - | ---------- | - | - | ----------- | - | - | ----------- | - | - | ------------- | -
|                                              |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  
|                                              |            |  |   |           |  |   |            |   |   | Accumulated |   |   |             |   |   |               |  
|                                              |            |  |   |           |  |   |            |   |   | foreign     |   |   |             |   |   |               |  
|                                              | Number     |  |   |           |  |   | Additional |   |   | currency    |   |   |             |   |   |               |  
|                                              | of shares  |  |   | Par value |  |   | paid-in    |   |   | translation |   |   | Accumulated |   |   | Shareholders |  
|                                              | Issued     |  |   | amount    |  |   | capital    |   |   | adjustments |   |   | deficit     |   |   | deficit       |  
|                                              |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  
|Balance at April 1, 2001                      | 10,453     |  | $ | 10        |  | $ | 304        |   | $ | 9,826       |   | $ | (283,252    | ) | $ | (273,112      | )
|Shares
      issued for cash                  | 8,991,982  |  |   | 8,992     |  |   | 257,510    |   |   | -           |   |   | -           |   |   | 266,502       |  
|Translation
      gain (loss)                 | -          |  |   | -         |  |   | -          |   |   | (3,643      | ) |   | -           |   |   | (3,643        | )
|Net
      loss for the period                 | -          |  |   | -         |  |   | -          |   |   | -           |   |   | (296,603    | ) |   | (296,603      | )
|                                              |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  
|Balance at March 31, 2002                     | 9,002,435  |  | $ | 9,002     |  | $ | 257,814    |   | $ | 6,183       |   | $ | (579,855    | ) | $ | (306,856      | )
|                                              |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  
|Balance at April 1, 2001                      | 10,453     |  | $ | 10        |  | $ | 304        |   | $ | 9,826       |   | $ | (283,252    | ) | $ | (273,112      | )
|Shares
      issued for cash                  | 1,157,518  |  |   | 1,157     |  |   | 22,580     |   |   | -           |   |   | -           |   |   | 23,737        |  
|Translation
      gain (loss)                 | -          |  |   | -         |  |   | -          |   |   | 3,211       |   |   | -           |   |   | 3,211         |  
|Net
      loss for the period                 | -          |  |   | -         |  |   | -          |   |   | -           |   |   | (246,647    | ) |   | (246,647      | )
|                                              |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  
|Balance at December 31, 2001                  | 1,167,971  |  | $ | 1,167     |  | $ | 22,884     |   | $ | 13,037      |   | $ | (529,899    | ) | $ | (492,811      | )
|                                              |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  
|Balance at April 1, 2002                      | 9,002,435  |  | $ | 9,002     |  | $ | 257,814    |   | $ | 6,183       |   | $ | (579,855    | ) | $ | (306,856      | )
|Shares
      issued for cash                  | 2,997,565  |  |   | 2,998     |  |   | 74,720     |   |   | -           |   |   | -           |   |   | 77,718        |  
|Shares
      issued for services (Note 13)    | 654,000    |  |   | 654       |  |   | 80,346     |   |   | -           |   |   | -           |   |   | 81,000        |  
|Share
      subscriptions received in advance | -          |  |   | -         |  |   | 211,352    |   |   | -           |   |   | -           |   |   | 211,352       |  
|Acquisition
      of Boundless Vision         | 3,000,000  |  |   | 3,000     |  |   | (8,556     | ) |   | -           |   |   | -           |   |   | (5,556        | )
|Incorporated                                  |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  
|Translation
      gain (loss)                 | -          |  |   | -         |  |   | -          |   |   | (617        | ) |   | -           |   |   | (617          | )
|Net
      loss for the period                 | -          |  |   | -         |  |   | -          |   |   | -           |   |   | (395,296    | ) |   | (395,296      | )
|                                              |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  
|Balance at December 31, 2002                  | 15,654,000 |  | $ | 15,654    |  | $ | 615,676    |   | $ | 5,566       |   | $ | (975,151    | ) | $ | (338,255      | )
|                                              |            |  |   |           |  |   |            |   |   |             |   |   |             |   |   |               |  

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

7

---

Surge Technologies Corp. and Subsidiaries (formerly known as Boundless Vision Incorporated)
  (A Development Stage Company)Notes to Consolidated Financial Statements
  (Unaudited) December 31, 2002

|
|

|1. | Nature of Operations and Going Concern
      Surge Technologies Corp. (formerly Boundless Vision
        Incorporated) (the Company) was incorporated under the
        laws of the State of Nevada, United States of America, on January 31,
        2000. Initially, the business of the Company was to prognosticate trends,
        including business and economic trends, business cycles, demographics
        and related areas. The Company, through the acquisition of Surge Technologies
        Inc. on September 3, 2002, commenced the production and sales of electronic
        communication equipment (Note 3).
      The consolidated financial statements presented are
        those of Surge Technologies Corp., and its subsidiaries Surge Technologies
        Inc. (Surge), a Canadian company, and Surge Acquisition Corp.
        (Surge Nevada), a company incorporated in the State of Nevada
        (collectively, the Company). References to Boundless
        relate to transactions of Boundless Vision Incorporated prior to the merger
        with Surge and Surge Nevada discussed in Note 3. References to Surge and
        Surge Nevada relate to transactions of Surge and Surge Nevada respectively
        prior to the merger discussed in Note 3. All significant inter-company
        balances and transactions have been eliminated in consolidation.
      The consolidated condensed interim financial statements
        presented herein have been prepared by the Company, without audit, pursuant
        to the rules and regulations of the SEC. Certain information and footnote
        disclosures normally included in financial statements prepared in accordance
        with generally accepted accounting principles have been condensed or omitted
        pursuant to such rules and regulations, although the Company believes
        the disclosures are adequate to make information presented not misleading.
      These statements reflect all adjustments, consisting
        of normal recurring adjustments, which, in the opinion of management,
        are necessary for fair presentation of the information contained therein.
        For further information, refer to the audited financial statements and
        notes included in the Companys Form 10-KSB filing for December 31,
        2001. The Company follows the same accounting policies in preparation
        of interim reports.
      Results of operations for the interim period are not
        necessarily indicative of the results that may be expected for the year
        ended March 31, 2003.
      The Companys financial statements at December
        31, 2002 and for the three and nine month periods then ended have been
        prepared on a going concern basis, which contemplates the realization
        of assets and the settlement of liabilities and commitments in the normal
        course of business. The Company has a loss of $182,030 for the three month
        period ended December 31, 2002 (December 31, 2001 - $60,061), and has
        a working capital deficit of $161,587 at December 31, 2002 (December 31,
        2001 - $165,831).
      Management cannot provide assurance that the Company
        will ultimately achieve profitable operations or become cash flow positive,
        or raise additional debt and/or equity capital. However, based on its
        prior demonstrated ability to raise capital, management believes that
        the Companys capital resources should be adequate to continue operating
        and maintain its business strategy during fiscal 2003. However, if the
        Company is unable to raise additional capital in the near future, due
        to the Companys liquidity problems, management expects that the
        Company will need to curtail operations, liquidate assets, seek additional
        capital on less favorable terms and/or pursue other
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8

---

|   | remedial measures. These
        financial statements do not include any adjustments relating to the recoverability
        and classification of assets or the amounts and classification of liabilities
        that might be necessary should the Company be unable to continue as a
        going concern.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                               
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                               
|   | Cash and cash equivalents                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                               
|   | Cash and cash equivalents include highly liquid investments
      with original maturities of three months or less.                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                               
|   | Inventory                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                               
|   | Inventory of raw materials
        and supplies are valued at the lower of actual cost and replacement cost.
        Inventory of work in process and finished goods are valued at the lower
        of cost and net realizable value.                                                                        
|   |                                                                                                                                                                                                                                                                                                               
|   | Property, plant and equipment                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                               
|   | Property, plant and equipment are stated
        at cost. Depreciation is provided over the estimated useful life of each
        asset using the following annual rates, with half the rate being applied
        in the year of acquisition.                                                                

| | Equipment                     | 30%     |  | declining balance
| | ----------------------------- | ------- |  | -----------------
| | Injection moulds              | 10 year |  | straight-line    
| | Leasehold improvements        | 5 year  |  | straight-line    
| | Manufacturing license         | 5 year  |  | straight-line    
| | Office furniture and fixtures | 20%     |  | declining balance
| | Tools                         | 100%    |  |                  

| | The cost of normal maintenance and repairs
        is charged to operating expenses as incurred. Material expenditures, which
        increase the life of an asset, are capitalized and depreciated over the
        estimated remaining useful life of the asset. The cost of properties sold,
        or otherwise disposed of, and the related accumulated depreciation or
        amortization are removed from the accounts, and any gains or losses are
        reflected in current operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Intangible assets are amortized using
        the straight-line method over their estimated period of benefit. Management
        of the Company periodically evaluates the recoverability of intangible
        assets and takes into account events or circumstances that warrant revised
        estimates of useful lives or that indicate that an impairment exists.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Net loss per common share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The Company has adopted Statement of
        Financial Accounting Standards (SFAS) No. 128 which establishes
        standards for computing and presenting earnings per share (EPS)
        for entities with publicly held common stock. The standard requires presentation
        of two categories of EPS  basic EPS and diluted EPS. Basic EPS excludes
        dilution and is computed by dividing income available to common shareholders
        by the weighted-average number of common shares outstanding for the year.
        Diluted EPS reflects the potential dilution that could occur if securities
        or other contracts to issue common stock were exercised or converted into
        common stock or resulted in the issuance of common stock that then shared
        in the earnings of the Company. The Company had no potentially dilutive
        securities at December 31, 2002 or 2001 and, as a result, basic and fully
        diluted EPS are the same amount in each of the above periods. The EPS
        calculation for the three and nine month periods ended December 31, 2002
        and 2001 has been performed assuming the historical 4,907,728 shares

9

---

| | outstanding for Surge as
        at September 3, 2002 were converted into the 12,000,000 Boundless shares
        issued on the acquisition of Surge on a pro rata basis over the period
        April 1, 2000 to the date of the acquisition on September 3, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | For the three month period
        ended December 31, 2002, the weighted average number of common shares
        outstanding was 15,647,460 (December 31, 2001  1,167,718). For the
        nine month period ended December 31, 2002, the weighted average number
        of common shares outstanding was 12,307,684 (December 31, 2001 
        1,014,699).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Revenue is recognized when
        product is sold, title passes to the purchaser and cost thereof is removed
        from inventory.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The Company provides for
        income taxes using the asset and liability method as prescribed by SFAS
        No. 109, Accounting for Income Taxes. Under the asset and liability method,
        deferred tax assets and liabilities are recognized for the future tax
        consequences attributable to differences between the financial statement
        carrying amount of existing assets and liabilities and their respective
        tax bases. Deferred tax assets and liabilities are measured using enacted
        tax rates expected to apply to taxable income in the years in which those
        temporary differences are expected to be recovered or settled. Under SFAS
        No. 109, the effect on deferred tax assets and liabilities of a change
        in tax rates is recognized in income in the period that includes the enactment
        date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The preparation of financial
        statements, in conformity with generally accepted accounting principles,
        requires management to make estimates and assumptions that affect the
        amounts reported in these financial statements and the accompanying notes.
        Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The carrying value of financial
        instruments potentially subject to valuation risk, consisting principally
        of cash and cash equivalents, accounts receivable, accounts payable and
        notes payable approximates fair value, because of the short-term maturity
        of these instruments or actual interest rates that approximated the Companys
        effective borrowing rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Components of comprehensive
        income are net income and all other non-owner changes in deficiency. SFAS
        No. 130 requires an enterprise to (a) classify items of other comprehensive
        income by their nature in a financial statement, and (b) display the accumulated
        balance of other comprehensive income separately from deficit and additional
        paid-in capital in the deficiency section of a statement of financial
        position. The Company has no items of comprehensive income for the three
        and nine month periods ended December 31, 2002 or 2001.                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Foreign currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | The accounts of subsidiaries,
        which are integrated operations, are translated using the temporal method.
        Under this method, monetary assets and liabilities are translated at the
        year end exchange rates. Non-monetary assets and liabilities are translated
        using historical rates of exchange. Revenues and expenses are translated
        at the rates of exchange prevailing on the dates such items are recognized
        in earnings. Exchange gains and losses are included in income for the
        year.                                                                                                                                                                                                                                                                                                                                

10

---

|       | The accounts of subsidiaries which are self-sustaining
        operations are translated using the current rate method. Under this method,
        assets and liabilities are translated at the year end exchange rates.
        Revenues and expenses are translated at the rates of exchange prevailing
        on the dates such items are recognized in earnings. Exchange gains and
        losses are included in a separate component of shareholders deficiency
        under cumulative translation adjustment.
      Financial statements of self-sustaining subsidiaries
        operating in hyper-inflationary economies are translated using the temporal
        method, until these subsidiaries economies are no longer hyper-inflationary.
      Transaction amounts denominated in foreign currencies
        are translated into the local functional currency at exchange rates prevailing
        at transaction dates.
      Research and development costs
      Research and development costs are expensed as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|**3.** | Acquisition of Surge Technologies Inc.
      On September 3, 2002, Boundless completed a business
        combination with Surge, a company incorporated in the Province of Alberta,
        Canada, and Surge Nevada which is incorporated in the State of Nevada.
        Surge manufactures and sells electronic communications equipment. Surge
        Nevada is essentially an inactive company with no operations or assets.
      Boundless issued 12,000,000 common shares to the former
        shareholders of Surge in exchange for 100% of the issued and outstanding
        capital stock of Surge which totaled 4,907,728 shares. The shares issued
        constitute 80% of the common stock of the Company after completion of
        the merger, and have been valued at $12,000, the par value of the common
        shares issued by Boundless on the date of closing. The issue of 80% of
        the common stock of Boundless to the former shareholders of Surge, the
        right of such shareholders to appoint a majority of the directors of Boundless,
        and the continuation of the Surge management team is deemed to constitute
        a change of control of Boundless.
      On September 3, 2002, Boundless purchased 100% of the shares of Surge
        Nevada for $1.
      As a result of the change in control discussed above,
        for financial reporting purposes, the acquisition of Surge by Boundless
        has been treated as a reverse acquisition. Surge is the continuing entity
        for financial reporting purposes and as a result of the Boundless
        plan to cease its operations at the time of the merger, the acquisition
        has been treated as a recapitalization of the Company. Accordingly, no
        goodwill has been recorded as a result of the acquisition. Historical
        shareholders deficiency of Surge has been retroactively restated
        for the equivalent number of shares received in the combination after
        giving effect to any differences in the par value of Boundless and the
        Surges stock with an offset to additional paid in capital. Any stock
        options, warrants or commitments to issue capital stock of Surge existing
        on or before the acquisition were extinguished as part of the acquisition.
        For legal purposes, Boundless will remain the surviving entity.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.     | Inventory                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |                                   |   | December 31, |  |   | December 31, | 
| | --------------------------------- | - | ------------ |  | - | ------------ | 
| |                                   |   | 2002         |  |   | 2001         | 
| |                                   |   |              |  |   |              | 
| |                                   |   |              |  |   |              | 
| | Finished goods                    | $ | 68,041       |  | $ | 12,436       | 
| | Raw materials and work in process |   | 150,665      |  |   | 104,519      | 
| |                                   |   |              |  |   |              | 
| |                                   |   |              |  |   |              | 
| |                                   | $ | 218,706      |  | $ | 116,955      | 
| |                                   |   |              |  |   |              | 

11

---

|5. | Property,
        Plant and Equipment                                                                                                                                                                                                                                                    |   |         |  |   |              |  |   |              |  |   |              | 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------- |  | - | ------------ |  | - | ------------ |  | - | ------------ | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   | December 31, |  |   | December 31, | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   | 2002         |  |   | 2001         | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   | Accumulated  |  |   | Net book     |  |   | Net book     | 
|   |                                                                                                                                                                                                                                                                                          |   | Cost    |  |   | amortization |  |   | value        |  |   | value        | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   | Equipment                                                                                                                                                                                                                                                                                | $ | 29,847  |  | $ | 10,065       |  | $ | 19,782       |  | $ | 16,873       | 
|   | Injection moulds, dies and tooling                                                                                                                                                                                                                                                       |   | 102,454 |  |   | 15,402       |  |   | 87,052       |  |   | 74,253       | 
|   | Leasehold improvements                                                                                                                                                                                                                                                                   |   | 2,595   |  |   | 259          |  |   | 2,336        |  |   | 1,992        | 
|   | Office furniture and fixtures                                                                                                                                                                                                                                                            |   | 4,351   |  |   | 1,133        |  |   | 3,218        |  |   | 2,746        | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          | $ | 139,247 |  | $ | 26,859       |  | $ | 112,388      |  | $ | 95,864       | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|6. | Intangible Assets                                                                                                                                                                                                                                                                        |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   | 2002         |  |   | 2001         | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   | Accumulated  |  |   | Net book     |  |   | Net book     | 
|   |                                                                                                                                                                                                                                                                                          |   | Cost    |  |   | amortization |  |   | value        |  |   | value        | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   | Manufacturing license                                                                                                                                                                                                                                                                    | $ | 4,305   |  | $ | 2,511        |  | $ | 1,794        |  | $ | 3,197        | 
|   | Website                                                                                                                                                                                                                                                                                  |   | 950     |  |   | 71           |  |   | 879          |  |   | -            | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          | $ | 5,255   |  | $ | 2,582        |  | $ | 2,673        |  | $ | 3,197        | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   |                                                                                                                                                                                                                                                                                          |   |         |  |   |              |  |   |              |  |   |              | 
|   | The Company has recorded amortization
        of intangible assets in the amount of $1,156 and $1,091 for each of the
        nine month periods ended December 31, 2002 and 2001. Estimated amortization
        of intangible assets over the next five years is estimated as follows:

| | 2003 |  | $ | 360   | 
| | ---- |  | - | ----- | 
| | 2004 |  |   | 1,889 | 
| | 2005 |  |   | 95    | 
| | 2006 |  |   | 95    | 
| | 2007 |  |   | 95    | 
| |      |  |   |       | 
| |      |  |   |       | 
| |      |  | $ | 2,534 | 
| |      |  |   |       | 

|7. | Due to Related Parties                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                              
|   | Amounts due to related parties are due to shareholders and
      directors of the Company.                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                              
|   | A total of $120,685 (December
        31, 2001 - $303,532) bears interest at 10% per annum compounded annually,
        is unsecured and has no fixed terms of repayment. During the three month
        period ended December 31, 2002, the Company paid or accrued interest of
        $6,393 (December 31, 2001 - $21,102) on this amount.
|   |                                                                                                                                                                                                                                                                                                                                              
|   | A total of $171,044
        (December 31, 2001 - $122,509) is non-interest bearing, unsecured and
        has no fixed terms of repayment. This amount will be paid when the Company
        has the necessary financial resources as determined by the Board of Directors.                                                                  
|   |                                                                                                                                                                                                                                                                                                                                              
|8. | Capital Stock                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                              
|   | The authorized
        capital stock of the Company consists of 25,000,000 common shares with
        a par value of $0.001.                                                                                                                                                                                                                 

12

---

|9.  | Research and
        Development Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Company incurred
        research and development costs in the amount of $11,735 during the nine
        month period ended December 31, 2002 (December 31, 2001  $3,514).
        This amount has been recognized as an expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | During the nine month period
        ended December 31, 2002, the Company paid or accrued $47,508 (December
        30, 2001 - $26,358) to directors and officers of the Company for management
        services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | During the nine month period
        ended December 31, 2002, the Company paid or accrued $18,066 (December
        31, 2001 - $15,030) to directors and officers of the Company for consulting
        services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Company entered into
        a sub-lease agreement for warehouse space from a shareholder, commencing
        July 1, 2000 and expiring June 30, 2002 and the Company bears a pro-rata
        share of rent, utilities and property tax which aggregated $2,898 (December
        31, 2001 - $5,591) and which represents managements estimate of
        the fair market value of the rental and occupancy costs of the property.Included
        in accounts payable at December 31, 2002 is an amount of $2,971 (December
        31, 2001 - $1,718) due to the shareholder. This amount is unsecured and
        non-interest bearing. Commencing on April 1, 2001, this amount bears interest
        at 10% per annum.                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Company has a sub-lease
        agreement for office space with a company, related by way of a shareholder
        in common, expiring June 30, 2002. The pro-rata share of rent, utilities
        and property tax aggregated $6,095 (December 31, 2001 - $11,843) representing
        managements estimate of the fair market value of the rental and
        occupancy costs of the property. Included in accounts payable at December
        31, 2002 is an amount of $48,673 (December 31, 2001 - $54,068) payable
        to the related company. This amount is unsecured and has no fixed terms
        of repayment. Commencing April 1, 2001, these amounts bore interest at
        10% per annum. During the nine month period ended December 31, 2002, interest
        expense in the amount of $4,653 (December 31, 2001 - $4,116) was recorded
        related to this obligation.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Company
        is committed to the following minimum annual base rent payments for the
        sublease of its office and warehouse and operating leases for office equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | 2003 |  | $ | 31,058  | 
| | ---- |  | - | ------- | 
| | 2004 |  |   | 64,032  | 
| | 2005 |  |   | 66,110  | 
| | 2006 |  |   | 69,531  | 
| | 2007 |  |   | 68,279  | 
| | 2008 |  |   | 17,458  | 
| |      |  |   |         | 
| |      |  | $ | 316,468 | 
| |      |  |   |         | 

| | The above includes the basic rent payments
        for a new lease agreement for office, production andwarehouse premises
        entered into by the Company, commencing July 1, 2002 and ending June 30,
        2007.                                             
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                      
| | The Company has entered into
        four separate employment contracts with various senior employees each
        providing for an annual salary of $37,528 for two year terms ending March
        31, 2004. The contracts may be renewed at the employees option.

13

---

|12. | Income Taxes                                                                             
|--- | -----------------------------------------------------------------------------------------
|    |                                                                                          
|    | The Companys deferred tax assets consist of the following as at
      December 31, 2002:

| | Tax effect of loss carry forwards                                       | $ | 375,000  |  
| | ----------------------------------------------------------------------- | - | -------- | -
| | Tax effect of property, plant and equipment
      and intangible assets |   | (56,000  | )
| | Valuation allowance                                                     |   | (319,000 | )
| |                                                                         |   |          |  
| |                                                                         |   |          |  
| | Net deferred tax asset                                                  | $ | -        |  
| |                                                                         |   |          |  

| | A full valuation allowance has been
        provided against all the Companys deferred tax assets, as it cannot
        determine if it is not more likely than not that the assets will be realized.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                       
| | The Companys effective tax rate
        of zero in 2002 differs from the federal tax rate of 34% because of the
        following:                                                                   

| | Federal statutory rate          | (34 | %)
| | ------------------------------- | --- | --
| | Effect of state taxes           | (0  | %)
| | Increase in valuation allowance | 34  | % 
| |                                 |     |   
| |                                 |     |   
| | Effective tax rate              | 0   | % 
| |                                 |     |   

|13. | Supplemental Disclosures with respect to Cash Flows
|--- | ---------------------------------------------------

| |                                            |   |              |  |   |        |  |   |        | 
| | ------------------------------------------ | - | ------------ |  | - | ------ |  | - | ------ | 
| |                                            |   | Cumulative   |  |   |        |  |   |        | 
| |                                            |   | amounts from |  |   |        |  |   |        | 
| |                                            |   | inception to |  |   |        |  |   |        | 
| |                                            |   | December 31, |  |   |        |  |   |        | 
| |                                            |   | 2002         |  |   | 2002   |  |   | 2001   | 
| |                                            |   |              |  |   |        |  |   |        | 
| |                                            |   |              |  |   |        |  |   |        | 
| | Cash paid during the year for interest     | $ | 65,674       |  | $ | 16,602 |  | $ | 25,882 | 
| |                                            |   |              |  |   |        |  |   |        | 
| |                                            |   |              |  |   |        |  |   |        | 
| | Cash paid during the year for income taxes | $ | Nil          |  | $ | Nil    |  | $ | Nil    | 
| |                                            |   |              |  |   |        |  |   |        | 

|    | On September
        3, 2002, Boundless issued 12,000,000 common shares to 100% of the former
        shareholders of Surge in exchange for 100% of the issued and outstanding
        capital stock of Surge which totalled 4,907,728 common shares. The shares
        issued constitute 80% of the common stock of the Company after completion
        of the transaction and are valued at $12,000, the par value of the common
        shares issued by Boundless on the date of closing (Note 3).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | During the
        three month period ended December 31, 2002, Boundless issued 654,000 common
        shares of the Company for consulting services valued at $81,000.                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|14. | Economic Dependence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | As at December 31, 2002, two customers
        accounted for 74% (December 31, 2001  42%) of the Companys
        accounts receivable balance. Sales to two customers accounted for 90%
        of the Companys total sales for the period ended December 31, 2002
        (December 31, 2001  88%).                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|15. | Segmented Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company operates in the United States
        of America and Canada within the telecommunications sector.                                                                                                                                                                                                                                                                                                                                                                                           

14

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|16. | Subsequent Event                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                    
|    | Subsequent to December 31, 2002, the Company issued 907,352
      common shares for cash proceeds of $226,838.     
|    |                                                                                                                    
|17. | Comparative Figures                                                                                                
|    |                                                                                                                    
|    | Certain of the prior periods figures have been reclassified
      to conform to the current periods presentation.
|    |                                                                                                                    





15

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Item 2. Managements Discussion and Analysis

The following discusses our financial condition and results
  of operations based upon our consolidated financial statements which have been
  prepared in accordance with generally accepted accounting principles. It should
  be read in conjunction with our financial statements and the notes thereto and
  other financial information included in this Form 10 QSB for the quarter ended
  December 31, 2002.

Results of Operation

Revenues for the nine months ended December 31, 2002 were
  $1,217,576, a decrease of 6.1% as compared to revenues of $1,297,090 for the
  nine months ended December 31, 2001. The decrease in revenues was primarily
  due the down turn in the telecom sector. The revenues for the three-month period
  ending December 31, 2002 was $352,291, a decrease of 19.8% as compared to revenues
  of $439,761 for the same period ending December 31, 2001.

The cost of goods sold as a percentage of sales was 85% for
  the nine months ended December 31, 2002, as compared to 85.7% for the nine months
  ended December 31, 2001. To improve margins we are changing the product mix
  and using multiple vendors. This will ensure input costs are better managed
  and result in increased margins. We have also focused on selling higher margin
  products to increase profits.

Gross profit for the nine months ended December 31, 2002 was
  $177,297, a decrease of 4.7%, as compared to the gross profit of $185,961 for
  the nine month period ended December 31, 2001. The decrease was due to lower
  revenues for the three-month period ended December 31, 2002.

Selling, general and administrative expenses were $572,593
  for the nine months ended December 31, 2001, an increase of 32.4%, as compared
  to $432,608 for the nine months ended December 31, 2001. As a percentage of
  revenues, selling, general and administrative cost were 47% for the nine months
  ended December 31, 2002, as compared to 33% for the same period in 2001. The
  increase in cost was due to costs associated with the company going public.

Research and development cost were $11, 735 during the nine
  months ended December 31, 2002. This is an increase of 234% compared to research
  and development costs of $3,514 for the nine months ended December 31, 2001.
  The increase in costs was due to development of products for foreign markets.

Liquidity and Capital Resources

We do not have an operating line of credit or a term loan
  from a financial institution consequently bank indebtedness at December 31,
  2002 and December 31, 2001 is nil. We did have monies on deposit of $28,094
  on December 31, 2002 and $17,541on December 31, 2001.

The accompanying financial statements have been prepared on
  a going concern basis, which contemplates the realization of assets and the
  settlement of liabilities and commitments in the normal course of business.
  We incurred a loss of $395,296 for the nine-month period ended December 31,
  2002 (December 31, 2001 - $246,647), and had a working capital deficit of $161,587
  at December 31, 2002 (December 31, 2001  $165,831)

Working capital at December 31, 2002 of negative $161,587
  produced a current ratio of 0.93 to 1.0. On December 31, 2001 working capital
  was negative $165,831 and the current ratio was 0.89 to 1.0.

Investing activities consist of the acquisition of property
  and equipment and the development of new products (intangibles). For the nine-months
  ended December 31, 2002 we invested $35,917 in property and equipment. For the
  same period ending December 31, 2001 we invested $22,639 in property and equipment.

We have funded business operations from product sales, equity
  investment and working capital. We expect to achieve break-even operations in
  the next year and fund operations from positive cash flows. Our business

16

---

plan contemplates an equity financing of up to $750,000 for
  development and marketing of our electrical surge devices. If we are not successful
  at raising this amount, we will have to reduce expenses associated with all
  operations in order to avoid continued losses. The ability to raise the financing
  is subject to market conditions, which currently do not favour investments in
  the telecom sector. A reduction in expenses would jeopardize our ability to
  carry out our new business strategy and consequently reduce or eliminate future
  growth, which would adversely affect the value of an investment in our company.

To date we have not invested in derivative securities or any
  other financial instruments that involve a high level of complexity or risk.
  We plan to invest any excess cash in investment grade interest bearing securities.

We believe it will meet working capital requirements for the
  next 12 months from invested capital and operating activities. The expected
  growth of the business will have to be partially funded by additional equity
  to support the higher inventory and accounts receivable levels. There can be
  no assurance additional financing will be available on acceptable terms, if
  at all. If adequate funds are not available, we may be unable to develop or
  enhance our products, take advantage of future opportunities or respond to competitive
  pressures.

Our only material commitments as at December 31, 2002 are
  a supply agreement with a major national Canadian telecommunications provider
  and our lease for our building premises.

There are no known trends or uncertainties that will have a material impact
  on revenues.

Forward-Looking Statements

This Form 10-QSB includes "forward-looking statements" within
  the meaning of the "safe-harbor" provisions of the Private Securities Litigation
  Reform Act of 1995. Such statements are based on management's current expectations
  and are subject to a number of factors and uncertainties that could cause actual
  results to differ materially from those described in the forward-looking statements.
  All statements, other than statements of historical facts included in this Form,
  regarding the Company's financial position, business strategy, and plans and
  objectives of management of the Company for future operations, are forward-looking
  statements.

Item 11. Controls and Procedures

The Company maintains disclosure controls and procedures that
  are designed to ensure that information required to be disclosed in the Companys
  reports filed pursuant to the Securities Exchange Act of 1934 are recorded,
  processed, summarized and reported within the time periods specified in the
  rules and forms promulgated under such Act, and that such information is accumulated
  and communicated to the Companys management, including its Chief Executive
  Officer, as appropriate, to allow timely decisions regarding required disclosure.

Within 90 days prior to the date of this report, the Companys
  management carried out an evaluation, under the supervision and with the participation
  of the Companys management, including the Companys Chief Executive
  Officer and Chief Financial Officer, of the effectiveness of the design and
  operation of the Companys disclosure controls and procedures pursuant
  to Exchange Act Rule 13a-14. Based upon the foregoing, the Companys Chief
  Executive Officer and Chief Financial Officer concluded that the Companys
  disclosure controls and procedures are effective in connection with the filing
  of this Quarterly Report on Form 10-QSB for the quarter ended September 30,
  2002.

There were no significant changes in the Companys internal
  controls or in other factors that could significantly affect these controls
  subsequent to the date of their evaluation, including any significant deficiencies
  or material weaknesses of internal controls that would require corrective action.

17

---

PART II- OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceeding.
  Management is not aware of any threatened litigation, claims or assessments.

Item 2. Changes in Securities

On September 3, 2002 we issued shares from treasury as part
  of a merger with Surge Technologies Inc., a company incorporated in Alberta
  (Surge). Pursuant to the Merger Agreement we acquired 85% of Surge
  Class A Common Stock in exchange for 10,186,323 newly issued shares of our common
  stock from the former Surge shareholders, an additional 15% of Surge Class A
  Common Stock in exchange for 825,930 newly issued shares of our common stock,
  100% of the Class B Surge Common Stock in exchange for 807,745 newly issued
  shares of our common stock, 100% of the Class E Common Stock in exchange for
  180,000 newly issued shares of our common stock, collectively representing 100%
  of the issued and outstanding share capital of Surge.

On September 3, 2002 we issued 550,000 shares of common stock
  from treasury as a finders fee in connection with the acquisition of Surge.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

18

---

Item 6. Exhibits and Reports on Form 8-K

Exhibits

99.1 Certification(s) Pursuant to section 906
  of the Sarbanes Oxley Act.

Reports on Form 8-K

On October 9, 2002 the company filed on form 8-K stating effective
  October 3, 2002, the Registrant dismissed its principal auditors, Friedman,
  Minsk, Cole & Fastovsky and appointed James Stafford Chartered Accountants,
  at Suite 300, 555 West Georgia Street, Vancouver, BC V6B 1Z6 to act as the independent
  accountant to audit the companys financial statements.

On November 19, 2002, the company filed an amended Form 8-K
  respecting the change in control resulting from the acquisition of Surge Technologies
  Inc. (Alberta) and disclosing an amendment to the share acquisition agreement.

SIGNATURES

In accordance with the requirements of the Exchange Act, the
  Registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                                  | Surge Technologies Corp.           
|--------------------------------- | -----------------------------------
|                                  |                                    
|Dated: February 14, 2003          | /s/ Gordon McPhedran               
|--------------------------------- | ---------------------------------  
|                                  | Gordon McPhedran                   
|                                  | President & Chief Executive Officer

19

---

SECTION 302 CERTIFICATION

|I, Gordon McPhedran, certify that:
|----------------------------------
|                                  
|1.                                
|                                  
|2.                                
|                                  
|3.                                
|                                  
|4.                                
|                                  
|5.                                
|                                  
|6.                                

|By: /s/ Gordon McPhedran                        | Date: February 14, 2003
|----------------------------------------------- | -----------------------
|Gordon McPhedran, Chief Executive
      Officer |                        

20

---

SECTION 302 CERTIFICATION

|I, Thom Eggerston, certify that:
|--------------------------------
|                                
|1.                              
|                                
|2.                              
|                                
|3.                              
|                                
|4.                              
|                                
|5.                              
|                                
|6.                              

|By: /s/ Thom Eggerston                  | Date: February 14, 2003
|--------------------------------------- | -----------------------
|Thom Eggerston, Chief Financial Officer |                        

21

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EXHIBIT 99.1

CERTIFICATION PURSUANT TO 
  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

|Pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section
        1350, chapter 63 of title 18, United States Code), each of the undersigned
        officers of Surge Technologies Corp., a Nevada corporation (the "Company"),
        does hereby certify that:
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                              
|1.                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                              
|2.                                                                                                                                                                                                                                                                                                            

|Dated: | February 14, 2003 | By: | /s/      Gordon McPhedran                      
|------ | ----------------- | --- | -----------------------------------------------
|       |                   |     | Gordon McPhedran, Chief Executive
      Officer
|       |                   |     |                                                
|Dated: | February 14, 2003 | By: | /s/      Thom Eggerston                        
|       |                   |     | Thom Eggerston, Chief Financial Officer        

22

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