<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F

[ ]      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)

                                       OR

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(g) OF THE SECURITIES
         EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2001

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

for the transition period from __________ to ___________

Commission file number ___________

                           BELZBERG TECHNOLOGIES INC.
           (Exact name of the Registrant as specified in its charter)

                                 Ontario, Canada
                 (Jurisdiction of incorporation or organization)

                               40 King Street West
                                   Suite 3400
                                Toronto, Ontario
                                 Canada M5H 3Y2

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

Securities registered or to be registered pursuant to Section 12(g) of the Act:

                         common stock with no par value
                         ------------------------------
                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None

On May 31, 2002, the registrant had 11,033,424 shares of common stock
outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X            No
    ---               ---

Indicate by a check mark which financial statement the Registrant has elected to
follow.

Item 17  X         Item 18
        ---                ---


<PAGE>


<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS

                                                                                                         Page
                                                 PART I

<S>         <C>                                                                                          <C>
Item 1.     Identity Of Directors, Senior Management And Advisers.......................................   4
Item 2.     Offer Statistics And Expected Timetable.....................................................   4
Item 3.     Key Information.............................................................................   4
Item 4.     Information On The Company..................................................................  13
Item 5.     Operating And Financial Review And Prospectus...............................................  24
Item 6.     Directors, Senior Management And Employees..................................................  36
Item 7.     Major Shareholders and Related Party Transactions...........................................  44
Item 8.     Financial Information.......................................................................  46
Item 9.     The Offer And Listing.......................................................................  48
Item 10.    Additional Information......................................................................  49
Item 11.    Quantitative And Qualitative Disclosures About Market Risk..................................  59
Item 12.    Description Of Securities Other Than Equity Securities......................................  59

                                                 PART II

Item 13.    Defaults, Dividend Arrearages And Delinquencies.............................................  60
Item 14.    Material Modifications To The Rights Of Security Holders
            And Use Of Proceeds.........................................................................  60
Item 15.    [Reserved]..................................................................................  60
Item 16.    [Reserved]..................................................................................  60

                                                 PART III

Item 17.    Financial Statements........................................................................  60
Item 18.    Financial Statements........................................................................  60
Item 19.    Financial Statements And Exhibits...........................................................  61
</TABLE>




<PAGE>



EXCHANGE RATE DATA

         We maintain our books of account in Canadian dollars, and accordingly,
have provided the financial data in this Form 20-F in Canadian dollars in
accordance with Canadian generally accepted accounting principles. ("Canadian
GAAP"). Canadian GAAP conform in all material respects with generally accepted
accounting principles in the United States ("US GAAP"), , except as noted in our
financial statements attached. See "infra Item 19," "Financial Statements and
Exhibits." All references to dollar amounts in this Form 20-F, unless otherwise
indicated, are in Canadian dollars.

         The following table sets forth, for the periods indicated, certain
exchange rates based on the noon buying rate in New York City for cable
transfers in Canadian dollars ("Cdn. $"). Such rates are the number of United
States dollars ("US $") per one Canadian dollar and are the inverse of rates
quoted by the Federal Reserve Bank of New York for Cdn. $1.00 per US $1.00. The
average exchange rate is based on the average of the daily exchange rates during
such periods. On June 3, 2002, the exchange rate was approximately Cdn.$1.00 per
US $0.6545

<TABLE>
<CAPTION>
                                                   1997        1998          1999        2000      2001
                                                   --------------------------------------------------------

<S>                                               <C>            <C>          <C>        <C>       <C>
RATE AT END OF PERIOD                             $ 0.6999       $0.6505      $0.6928    $0.6571   $0.6279

AVERAGE RATE DURING PERIOD                          0.7222        0.6740       0.6740     0.6732    0.6458

HIGH                                                0.7487        0.7104       0.6928     0.6903    0.6695

LOW                                                 0.6945        0.6422       0.6542     0.6483    0.6242
</TABLE>


FORWARD LOOKING STATEMENTS

         Statements included in this Form 20-F that do not relate to present or
historical conditions are "forward-looking statements." Additional oral or
written forward-looking statements may be made by us from time to time and such
statements may be included in documents other than this registration statement
that are filed with the SEC. Such forward-looking statements involve risks and
uncertainties that could cause results or outcomes to differ materially from
those expressed in such forward-looking statements. Forward-looking statements
in this registration statement and elsewhere may include, without limitation,
statements relating to the our plans, strategies, objectives, expectations,
intentions and adequacy of resources.


                                       3
<PAGE>


                                     PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

         Not applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

         Not applicable.

ITEM 3.  KEY INFORMATION

         Selected financial data. The following selected consolidated financial
data should be read in conjunction with "Operating and Financial Review and
Properties" and the consolidated financial statements, including the related
notes. The consolidated statement of earnings for the fiscal years ended
December 31, 1997, 1998, 1999, and 2000 and 2001 and the balance sheet data as
at December 31, 2000 and 2001 are derived from the audited consolidated
financial statements of Belzberg Technologies Inc., ("Belzberg"), which have
been audited by Deloitte & Touche LLP, independent auditors. The amounts that
have been presented on a U.S. GAAP basis have not been reported upon separately.
The consolidated statement of earnings for the fiscal year ended December 31,
1997 is derived from audited consolidated financial statements not included in
this Form 20-F.

Consolidated Statement of Earnings:

<TABLE>
<CAPTION>
                                                                                                        3 Months ended March 31,
                                                                                                       ------------------------
                                                                                                            (Unaudited)
                                   1997          1998           1999           2000        2001          2001            2002
                                   ----          ----           ----           ----        ----          ----            ----
<S>                            <C>            <C>           <C>            <C>           <C>           <C>          <C>
Revenues                      $  1,967,137   $  3,976,120   $  5,904,099   $11,951,029   $24,460,071   $4,550,082   $  7,101,601

Operating Expenses:
    Cost of Sales                1,770,116      1,164,429      2,172,738     4,529,979    10,512,684    1,615,520      3,646,972
    R&D                          1,091,827      1,092,068      1,794,081       860,884     3,061,699      766,928        903,573
    Sales & Marketing            1,151,798      1,316,526      1,874,096     2,721,046     5,071,933(1) 1,130,307      1,191,179(1)
    Administrative Expenses      1,205,513      1,388,518      2,356,019     2,676,014     6,582,597      745,059      1,750,187
    Amortization (2)                33,035        106,238        219,591       841,279     1,799,338      399,602        488,669


    Writedown of                      --             --          112,500          --         153,195         --             --
    Lease Hold
    Improvements
    Interest on Long-Term           24,961         30,154         25,123       166,393       466,048      116,256        138,151
    Debt
    Interest Income                   --             --             --        (226,993)     (311,965)     (98,385)       (22,781)
    Restructuring charges             --             --             --            --            --
                                                                                                             --          842,620
    Stock Exchange Listing            --             --             --         525,198          --           --             --
    Costs
        Total Expenses           5,277,250      5,097,933      8,554,148    12,093,800    27,335,529    4,675,287      8,938,570
Loss from continuing            (3,310,113)    (1,121,813)    (2,650,049)     (142,771)   (2,875,458)    (125,205)    (1,836,969)
operations before income
taxes
Income taxes                       (62,892)           244          9,019         5,063        15,685        8,614         16,872

Loss from continuing            (3,247,221)    (1,122,057)    (2,659,068)     (147,834)   (2,891,143)    (133,819)    (1,853,841)
operations
Loss from discontinued                --             --             --        (198,228)   (1,193,301)    (249,522)          --
operations
Net loss                        (3,247,221)    (1,122,057)    (2,659,068)     (346,062)   (4,084,444)    (383,341)    (1,853,841)
Deficit, beginning of Period    (1,701,060)    (4,948,281)    (6,070,338)   (8,729,406)   (9,075,468)  (9,075,468)   (13,791,444)
Premium on repurchase of              --             --             --            --        (631,532)    (391,818)          --
common shares
Deficit, end of Period          (4,948,281)    (6,070,338)    (8,729,406)   (9,075,468)  (13,791,444)  (9,850,627)   (15,645,285)
Loss per share from           $      (0.48)  $      (0.17)  $      (0.38)  $     (0.02)  $     (0.26)  $    (0.01)  $      (0.17)
continuing operations
(Basic and diluted)
Loss per Share (Basic and     $      (0.48)  $      (0.17)  $      (0.38)  $     (0.04)  $     (0.37)  $    (0.04)  $      (0.17)
diluted)
</TABLE>


                                       4
<PAGE>


(1)  Includes non-recurring Philadelphia expenses for the three months ended
     March 31, 2002 of $302,000 (year ended December 31, 2001 of $392,000)

(2)  Effective As at December 31, January 1, 2002, the Corporation is no longer
     required to amortize goodwill. The comparative figures presented have not
     been changed to reflect this change in accounting policy. See Note 2 to the
     Consolidated Financial Statements


Consolidated Balance Sheet Data:

<TABLE>
<CAPTION>
                                                                                                               As at
                                                                                                               -----
                                                                                                           March 31, 2002
                                                              As at December 31,                           --------------
                                              1999                  2000                  2001              (Unaudited)
                                              ----                  ----                  ----              -----------
<S>                                       <C>                    <C>                   <C>                   <C>
Working Capital                          $(3,490,127)           $ 7,562,596           $ 6,912,870           $ 4,481,590
Total Current Assets                       1,643,056             10,826,993            12,047,314            10,018,833
Total Assets                               2,869,254             15,459,525            17,450,515            15,671,313
Total Current Liabilities                  5,133,183              3,264,397             5,134,444             5,537,243
Total Shareholders' Equity                (2,502,406)            10,664,613            10,804,709             8,981,868
</TABLE>

         The above selected consolidated financial information has been prepared
in accordance with Canadian GAAP, which conforms in all material respects with
accounting principles generally accepted in the United States [U.S. GAAP] except
as set forth in note 18 to the consolidated financial statements included
elsewhere in this registration statement.

         The following sets forth selected financial information with respect to
Belzberg prepared on the basis of U.S. GAAP:


Consolidated Statement of Earnings:



<TABLE>
<CAPTION>
                                                                                                        3 Months ended March 31,
                                                                                                        ------------------------
                                                                                                            (Unaudited)
                                                                                                             -----------
                               1997         1998          1999        2000           2001                2001             2002
                               ----         ----          ----        ----           ----                ----             ----
<S>                        <C>            <C>           <C>            <C>            <C>             <C>             <C>
Revenues                    $1,967,137    $3,976,120  $  5,904,099   $11,951,029     $24,460,071    $  4,550,082    $  7,101,601

Operating Expenses:
    Cost of Sales            1,770,116     1,164,429     2,172,738     4,529,979      10,512,684       1,615,520       3,646,972
    R&D                      1,091,827     1,092,068     1,794,081     2,010,663       3,061,699         766,928         903,573
    Sales & Marketing        1,151,798     1,316,526     1,874,096     2,721,046       5,071,933(1)    1,130,307       1,191,179(1)
    Administrative
    Expenses                 1,205,513     1,388,518     2,356,019     3,136,855(3)    8,443,834(3)      638,838(3)    2,097,082(3)
    Amortization (2)            33,035       106,238       219,591       841,279       1,799,338         399,602         488,669

    Writedown of                  --            --         112,500          --           153,195            --              --
    Lease Hold
    Improvements
    Interest on Long-Term       24,961        30,154        25,123       166,393         466,048         116,256         138,151
    Debt
    Interest Income               --            --            --        (226,993)       (311,965)        (98,385)        (22,781)
    Restructuring charges         --            --            --            --              --              --           842,620
    Stock Exchange Listing        --            --            --         525,198            --              --              --
    Costs
        Total Expenses       5,277,250     5,097,933     8,554,148    13,704,420      29,196,766       4,569,066       9,285,465
Loss from continuing        (3,310,113)   (1,121,813)   (2,650,049)   (1,753,391)     (4,736,695)        (18,984)     (2,183,864)
operations before
income taxes
Income tax expense             (62,892)          244         9,019    (1,144,716)         15,685           8,614          16,872
(recovery)
Loss from continuing        (3,247,221)   (1,122,057)   (2,659,068)     (608,675)     (4,752,380)        (27,598)     (2,200,736)
operations
Loss from discontinued            --            --            --        (198,228)     (1,193,301)       (249,522)           --
operations
Net loss                    (3,247,221)   (1,122,057)   (2,659,068)     (806,903)     (5,945,681)       (277,120)     (2,200,736)
Deficit, beginning
of Period                   (1,701,060)   (4,948,281)   (6,070,338)   (8,729,406)     (9,536,309)    (16,113,522)
Premium on repurchase             --            --            --            --          (631,532)       (391,818)           --
of common shares
Deficit, end of Period      (4,948,281)   (6,070,338)   (8,729,406)   (9,536,309)    (16,113,522)    (10,205,247)    (18,314,258)
Loss per share from         $    (0.48)   $     (0.17) $     (0.38)  $      (0.06)  $      (0.43)   $      (0.00)   $      (0.20)
continuing operations
(Basic and diluted)
Loss per Share (Basic and   $    (0.48)   $    (0.17)  $     (0.38)  $     (0.08)   $      (0.54)   $      (0.03)   $      (0.20)
diluted)
</TABLE>


                                       5
<PAGE>

(1)      Includes non-recurring Philadelphia expenses for the three months ended
         March 31, 2002 of $302,000 (year ended December 31, 2001 of $392,000)

(2)      Effective January 1, 2002, the Corporation is no longer required to
         amortize goodwill. The comparative figures presented have not been
         changed to reflect this change in accounting policy. See Note 2 to the
         Consolidated Financial Statements

(3)      Includes compensation expense (recovery) for options granted to
         consultants of $346,895 for the three month period ended March 31, 2002
         (2001 - $(106,221)) and $1,861,237 for the year ended December 31, 2001
         (2000 - $460,841)


Consolidated Balance Sheet Data:


<TABLE>
<CAPTION>
                                                                                                               As at
                                                              As at December 31,                               -----
                                              1999                  2000                  2001             March 31, 2002
                                              ----                  ----                  ----             --------------
                                                                                                             (Unaudited)
                                                                                                             -----------
<S>                                       <C>                    <C>                   <C>                   <C>
Working Capital                          $(3,490,127)           $ 7,562,596            $6,912,870           $ 4,481,590
Total Current Assets                       1,643,056             10,826,993            12,047,314            10,018,833
Total Assets                               2,869,254             15,459,525            17,450,515            15,671,313
Total Current Liabilities                  5,133,183              3,264,397             5,134,444             5,537,243
Total Shareholders' Equity                (2,502,406)            10,664,613            10,804,709             8,981,868
</TABLE>

CONSOLIDATED CAPITALIZATION

         Pursuant to an underwriting agreement dated as of April 1, 2002 with
Haywood Securities Inc. and Sprott Securities Inc. (collectively, the
"Underwriters") Belzberg sold 2,730,000 Special Warrants to investors at a price
of $5.25 per Special Warrant.

         An aggregate of 2,730,000 common shares and 682,504 Share Purchase
Warrants were issued upon exercise of the Special Warrants on June 21, 2002.


                                       6
<PAGE>

Subject to adjustment, each Share Purchase Warrant entitles the holder thereof
to purchase one common share of the Company at any time on or before October 16,
2003 at a price of $5.50 per common share.

The following table and accompanying notes set forth components of the
consolidated capitalization of our company that have changed since December 31,
2001 and as at December 31, 2001 and as at May 31, 2002, before and after giving
effect to the issue of the common shares upon exercise of the Special Warrants:

<TABLE>
<CAPTION>
=============================================================================================================================

                                                           Outstanding as at  Outstanding as at   Pro Forma Outstanding as
                                           Authorized      December 31, 2001     May 31,2002           at May 31, 2002
-----------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>                  <C>                 <C>               <C>
Common Shares                               Unlimited       11,060,924 shs      11,033,424 shs        13,763,424 shs(2)
                                                           ($22,813,253) (1)     ($22,756,603)        ($36,029,153)(4)
-----------------------------------------------------------------------------------------------------------------------------

Special Warrants                       2,730,000 spl wrts         nil         2,730,000 spl wrts             nil
                                                                               ($13,272,550) (3)
=============================================================================================================================
</TABLE>

(1)      As at December 31, 2001, the Corporation had a deficit of $13,791,444.

(2)      After giving effect to the offering of special warrants, a total of
         7,017,616 common shares will be reserved for issuance as follows:

         (a)      4,363,300 common shares are reserved for issue under options
                  granted under the Stock Option Plan of our company at prices
                  ranging from $3.00 per share to $18.00 per share as described
                  under Item 10, "Additional Information-Options";

         (b)      1,750,000 common shares are reserved for issue at prices
                  ranging from $4.00 to $10.00 per share on exercise of the
                  warrants described under Item 10,"Warrants";

         (c)      726,866 common shares are reserved for issue on exercise of
                  the share purchase warrants issuable upon exercise of the
                  special warrants and the compensation options at a price of
                  $5.50 per share; and

         (d)      177,450 common shares are reserved for issue upon exercise of
                  the compensation options granted to the Underwriters.

(3)      After deducting expenses of the offering of Special Warrants estimated
         at $200,000 and the Underwriters fee of $859,950.

(4)      Includes the value assigned to the Share Purchase Warrants and the
         compensation warrants.


                                       7
<PAGE>


                                  Risk Factors

         Investing in our securities will provide you with an equity ownership
interest in Belzberg Technologies Inc. As one of our shareholders, your
investment will be subject to risks inherent in our business. If any of the
following risks actually materialize, our business could be harmed. In that
event, the trading price of our shares might decline, and you could lose all or
part of your investment. You should carefully consider the following factors as
well as other information contained in this registration statement before
deciding to invest in shares of our securities. Additional risks that are not
currently known to us or that we deem immaterial may also harm us and the value
of your investment. An investment in our securities involves a high degree of
risk.

We have a history of losses, and we expect to incur losses in the future. If we
do not achieve and sustain profitability, our business will suffer and our stock
price may decline.

         We have incurred net losses in each fiscal year since 1997. In the
fiscal years ended December 31, 2001, 2000, and 1999, we incurred net losses of
approximately $4.1 million, $0.3 million, and $2.7 million, respectively. We may
not achieve our profit or revenue goals, and our losses may continue to grow in
the future. As a result, we may never achieve or sustain profitability on a
quarterly or annual basis.

Our revenues depend on arrangements with our customers, all of which expire
within the next two years. If we are unable to renew these arrangements or make
a successful transition to transaction-based fees, our future operating results
may suffer.

         All of our agreements expire within the next two years. We may not be
able to renew these license agreements on terms that are acceptable to us, and
our revenues would therefore decrease.

         In addition, approximately 43% of our revenues as at December 31, 2001
currently are derived from customers whose agreements provide for payment of
fixed revenues on a monthly or quarterly basis. Although our business strategy
is to transition these customers to transaction-based billing and to implement
transaction-based billing with our new customers, we may not be successful in
implementing this strategy. The failure to implement transaction-based billing
on a widespread basis will likely have a material adverse effect on our revenues
and results of operations.

         Any of our customers could stop using our products in the future. As a
result, a customer that generates substantial revenue for us in one period may
not be a source of revenue in subsequent periods. The loss of a significant
customer could have a material and adverse effect on our revenue and results of
operations.

Our dependence on a limited number of customers for a substantial amount of our
sales could lead to fluctuations in our operating results.

         Our business depends on sales of our products to a limited number of
customers, which may cause fluctuations in our operating results. We do not have
long-term contracts with any of our customers. The top five of our customers
accounted for approximately 33% of our total revenues during the year ended
December 31, 2001. In addition, at December 31, 2001, amounts due from five of
our customers accounted for approximately 47% of total accounts receivable. We
attempt to mitigate the risk of non-payment by monitoring the credit worthiness
of our customers and the actual collection of accounts receivable from customers
on a continual basis. Failure of our customers to pay amounts due may have a
material and adverse effect on our revenues and results of operations.

                                       8
<PAGE>

We must continue to overcome significant and increasing competition in order to
continue our growth and productivity.

         The market for global trading solutions, intelligent order routing
systems and integration solutions is intensely competitive, fragmented and
rapidly changing. Many of our competitors have longer operating histories,
significantly greater financial, technical, product development and marketing
resources, greater name recognition and larger customer bases than we do. It is
therefore impossible to guarantee that the products developed by other companies
will not cause our products and technologies to become uncompetitive. Principle
competitors include ITG, Inc., NYFIX, Inc., Reuters Group Plc, and Bloomberg
LLC.

The loss of our key management personnel or our failure to attract and retain
additional personnel could adversely affect our business.

         If we fail to retain and recruit the necessary personnel, our business
and our ability to obtain new customers, develop new products and provide
acceptable levels of customer service could suffer. The success of our business
is heavily dependent on the leadership of our key management personnel,
including Sidney Belzberg, our Chief Executive Officer, Alicia Belzberg, our
Executive Vice President, and Donald Wilson, our Chief Operating Officer. The
loss of any of these individuals could have a material adverse effect on our
business, financial condition and operating results.

         Our future success also depends on our ability to continue to attract,
retain and motivate qualified technical personnel. The competition for qualified
personnel in the computer software and Internet markets is intense and we may be
unable to attract or retain highly qualified personnel in the future. In
addition, due to intense competition for qualified employees, it may be
necessary for us to increase the level of compensation paid to existing and new
employees to the degree that our operating expenses could be materially
increased.


We may be unable to adequately protect our proprietary rights. Our failure to
protect these rights may significantly impair our competitive position.

         Our success depends to a significant extent on our ability to protect
our proprietary software and our other proprietary rights from copying,
infringement or use by unauthorized parties. To protect our proprietary rights
we rely primarily on a combination of patent, copyright, trade secret and
trademark laws, confidentiality agreements with employees and third parties, and
protective contractual provisions such as those contained in agreements with
consultants, vendors and customers, although we have not signed these types of
agreements in every case. Despite our efforts to protect our proprietary rights,
unauthorized parties may copy aspects of our products and obtain and use
information that we regard as proprietary. Other parties may breach
confidentiality agreements and other protective contracts we have entered into.
We may not become aware of, or have adequate remedies in the event of, these
types of breaches or unauthorized activities.

         Our success will depend, in part, on our ability to protect our patents
and trade secrets and operate without infringing the exclusive rights of third
parties. There is no proof that any patent that is granted to us will make the
product more competitive, that our patent protection will not be contested by
third parties or that the patents of others will not be detrimental to our
commercial activities. Further it cannot be assured that other companies will
not independently develop products similar to our products, that they will not
imitate any of our products or that our competitors will not manufacture
products designed to circumvent the exclusive patent rights granted to us. We
may also be required to obtain licenses under patents or other exclusive rights
from third parties. There is no guarantee that any license required under these
patents or other exclusive rights will be offered upon conditions acceptable to
us.


                                       9
<PAGE>

         We believe rapidly changing technology and new product introductions
characterize the markets for our products. Our future success will depend on our
ability to enhance existing products and to develop and introduce in a timely
fashion new products that achieve market acceptance. We cannot assure that we
will be able to identify, develop, assemble and market or support our products
successfully or that we will be able to respond effectively to technological
changes or product announcements of our competitors.

         Finally, any claims relating to the infringement of third-party
proprietary rights, even if not successful or meritorious, could result in
costly litigation, divert resources and management's attention or require us to
enter into royalty or license agreements which are not advantageous to us.
Despite our endeavors to enter into licensing and service agreements with each
of our customers in respect of their use of our Trading System, we have
presently, and may have in the future, customers for whom we provide services
and products and with whom we have not entered into written agreements.

We may be exposed to product and service liability in the event that use of our
Trading System results, or is alleged to have resulted, in adverse effects.

         To manage this risk, we have commercial insurance in place and we
endeavor to enter into contracts with our customers which include exculpatory
clauses. However, we have presently, and may have in the future, customers for
whom we provide services and products and with whom we have not entered into
written agreements.

         Our Foreign Exchange Calculator allows traders to track their positions
in real time in order facilitate traders' hedging of their current positions.
While to date there have been no errors, it is possible that in the future the
system may not work effectively, which could result in a loss to a trader. If
such an error were to occur, it is possible that we may be held liable for any
such loss.

We have experienced rapid growth, which has placed a strain on our resources,
and any failure to manage our growth effectively could cause our business to
suffer.

         We have been expanding our operations rapidly and intend to continue
this expansion for the foreseeable future. The number of our employees increased
from 8 on December 31, 1995 to 131 on December 31, 2001. This expansion has
placed, and is expected to continue to place, a significant strain on our
managerial, operational and financial resources as we integrate and manage new
employees, more locations and more customers, suppliers and other business
relationships. In the past, we have decided to, and in the future we may need
to, improve or replace our existing operational and customer service systems,
procedures and controls. Any failure by us to properly manage our growth or
these systems and procedural transitions could impair our ability to efficiently
manage our business, to maintain and expand important relationships with third
parties and to attract and service customers, and could cause us to incur higher
operating costs and delays in the execution of our business plan or in the
reporting or tracking of our financial results.



                                       10
<PAGE>

The securities brokerage industry is subject to extensive government regulation.
If our broker subsidiaries fail to comply with these regulations, they may be
subject to disciplinary or other action by regulatory organizations.

         The securities industry is subject to extensive regulation under both
federal and state laws. In addition to these laws, Electronic Brokerage Systems,
LLC ("EBS") and Robert C. Sheehan & Associates, LLC ("RCS"), each a wholly-owned
subsidiary, must comply with rules of the Securities and Exchange Commission and
The National Association of Securities Dealers, Inc., state securities
commissions and other regulatory bodies charged with safeguarding the integrity
of the securities markets and other financial markets and protecting the
interests of investors participating in these markets. As registered
broker-dealers, EBS and RCS are subject to numerous regulations covering the
securities business, including:

         o        marketing practices;

         o        capital structure, including net capital requirements;

         o        record keeping; and

         o        conduct of directors, officers and employees.

         Any failure to comply with these regulations could subject EBS and RCS
to censure, fines, the issuance of cease-and-desist orders or the suspension,
and/or disqualification of its officers, directors or employees. For more
information regarding governmental regulations, please refer to the section of
this registration statement entitled "Information On Our Company--Government
Regulation."

Our product contains encryption technology whose export is restricted by law,
which may slow our growth or result in significant costs.

         The U.S. and Canadian governments generally limit the export of
encryption technology, which our product incorporates. A variety of
cryptographic products generally require export approvals from certain U.S.
government agencies in the case of exports from the U.S. and from Canadian
government agencies in the case of exports from Canada, although there are
currently no restrictions on exports of these products from Canada into the U.S.
If any export approval that we receive is revoked or modified, if our software
is unlawfully exported or if the U.S. or the Canadian government adopts new
legislation or regulations restricting export of software and encryption
technology, we may not be able to distribute our products to potential
customers, which will cause a decline in our sales. We may need to incur
significant costs and divert resources to develop replacement technologies or
may need to adopt inferior substitute technologies to satisfy these export
restrictions. These replacement or substitute technologies may not be the
preferred security technologies of our customers, in which case, our business
may not grow. In addition, we may suffer similar consequences if the laws of any
other country limit the ability of third parties to sell encryption technologies
to us.

Our revenues could decrease if there is a decline in securities trading
activity.

         Because most of our current customers are financial institutions or
securities brokerage firms and because we intend to rely more heavily on
transaction-based billing in our license agreements, our revenues will be
sensitive to changes in the amount of securities trading activity both via the
Internet and otherwise.


                                       11
<PAGE>

A decline in securities trading activity may result from:

         o        loss of confidence in the reliability or security of on-line
                  trading systems;

         o        changes in government regulation of the securities industry or
                  on-line trading activities; or

         o        further downturn in the capital markets.

The market for our products and services may not grow as quickly as we
anticipate, which would cause our revenues to fall below expectations.

         The market for our products and services is relatively new and
evolving. We earn a substantial portion of our revenue from service fees
associated with our E-Commerce Gateway, Order Management System and front-end
software. We expect to earn substantially all of our revenue in the foreseeable
future from fees relating to these products and services. Our future financial
performance will depend on continued growth in the number of organizations
demanding software and services for protocol translation and order management
services. Many of our potential customers have made significant investments in
internally developed systems and would incur significant costs in switching to
third-party products, which may substantially inhibit the growth of the market
for enterprise infrastructure software. If this market fails to grow, or grows
more slowly than we expect, our sales will be adversely affected.

As we are a Canadian company and most of our assets and key personnel are
located in Canada, you may not be able to enforce any U.S. judgment for claims
you may bring against us, our assets or our key personnel.

         We are formed under the laws of the Province of Ontario, Canada. Many
of our assets are located outside the United States. In addition, a majority of
the members of our board of directors and our officers and the experts named in
this registration statement are residents of countries other than the United
States. Consequently, it may be impossible for you to effect service of process
within the United States upon us or these persons or to enforce against us or
these persons any judgments in Civil and commercial matters, including judgments
under United States federal securities laws. See infra Item 10, "Additional
Information--Enforceability of Civil Liabilities Against Foreign Persons."

We do not, at present, hedge the risks associated with fluctuations in exchange
rates between the United States dollar and the Canadian dollar and may be
exposed in the future to adverse fluctuations between these exchange rates.

         During the year ended December 31, 2001, we generated approximately 64%
of our revenue in the United States and corresponding trade receivables due from
customers in the United States at December 31, 2001 accounted for approximately
70% of total outstanding trade receivables. However, expenses are predominantly
incurred in Canadian dollars as a majority of the research and development,
customer support and administration activities are conducted in Canada. We are
exposed to fluctuations in the exchange rates between the U.S. dollar and the
Canadian dollar through our operations in Canada. For more information regarding
historical exchange rates, please refer to the section of this registration
statement entitled "Exchange Rate Information."


                                       12
<PAGE>


ITEM 4.  INFORMATION ON OUR COMPANY

Overview

         The Corporation was incorporated pursuant to the Business Corporations
Act (Ontario) by certificate and articles of incorporation dated November 30,
1993 under the name Belzberg Financial Markets International Inc. On June 13,
1994, we filed articles of amendment to change our name to Belzberg Financial
Markets & News International Inc. On July 14, 2000, we filed articles of
amendment to subdivide our common shares on a five-for-one basis and to change
our name to our present name. Unless otherwise indicated, all references to
common shares in this Prospectus give effect to the subdivision of shares.

         The following diagram illustrates our material subsidiaries and their
respective governing jurisdictions:
<TABLE>

<S>                                                                                         <C>
                               --------------------------
                               Belzberg Technologies Inc.
                                   (Ontario)
                               --------------------------
                                         |
                                         | 100%
                                         |
          -------------------------------|-------------------------------
          |                              |                               |
          |                              |                               |
---------------------------    ---------------------------     ------------------------------
Belzberg Financial Markets     Belzberg Technologies (USA)       Belzberg Technologies (UK)
       & News Inc.                        Inc.                       Limited ("BT(UK)")
        (Ontario)                    (New Jersey)                    (London, England)
---------------------------    ---------------------------     ------------------------------
                                         |
                                         | 100%
                                         |
                 ------------------------|-------------------------------
                 |                       |                               |
                 |                       |                               |
          --------------------                               -----------------------
          Electronic Brokerage                                 Robert C. Sheehan &
          Systems, LLC ("EBS")                               Associates, LLC ("RCS")
              (Delaware)                                           (Illinois)
          --------------------                               -----------------------
</TABLE>

         In this Form 20-F, unless otherwise specified or the context otherwise
requires, references to "we", "our", "Belzberg" and the "Corporation" includes a
reference to our material subsidiaries as reflected above.

         Belzberg's executive and principal offices are located at 40 King
Street West, Suite 3400, Toronto, Ontario, M5H 3Y2. The registered office of
Belzberg is located at 40 King Street West, Suite 3400, Toronto, Ontario, M5H
3Y2.

Our History

         In 1993, we implemented our first automated interactive securities
trading system at a leading Canadian brokerage house. In 1996, we invented and
subsequently patented a message translation gateway. We developed our
Transactions Gateway by employing this patented technology. Prior to 1996, the
trading system utilized only private networks, or Intranets, for connectivity.


                                       13
<PAGE>

         Our global securities trading system was implemented in 1996, with
North American and overseas customers adopting our solution for direct-access
trading in the U.S.A. and Canadian markets. That same year we opened our New
York office. In 1998, we introduced the Order Management System, a programmable
transaction-routing system that works in tandem with our Transactions Gateway,
and provides additional functionality to clients. This system routes orders
according to customer-defined rules, such as allowing traders to define size of
order or stock symbol. In that year, we also introduced the Real-Time Inventory
System to provide additional back-office functionality to the trading system,
allowing traders to have real-time profit and loss positions.

         During 1999, we established our first north-south order flow allowing
orders to be routed between Canada and the United States based on transaction
fees rather than on a subscription fee basis. This allowed us to significantly
expand the potential market for our services.

         In 2000, we formed EBS, an agency-only broker-dealer, with a minority
partner, to assist us to route order flow through the Chicago Board Option
Exchange ("CBOE"), Nasdaq, Chicago Stock Exchange, and Cincinnati Stock Exchange
and allow us to charge transaction fees on such order flow. EBS, as a member of
the CBOE and the International Stock Exchange, ("ISE"), gives us greater
connectivity in the North American equity and option markets. We acquired the
remaining minority interest of EBS later in 2000.

         In 2000, we significantly increased our capitalization through various
issues of common shares raising in excess of $11,000,000. These proceeds allowed
us to expand our operations in North America, improve our seamless network and
strengthen our infrastructure. This resulted in a doubling of revenue and a
large increase in staff and facilities. In the second half of 2000, we acquired
eContracts, Inc. ("eContracts"), which was developing an online reverse auction
platform. Sales and operations of eContracts were projected to commence in 2001.
During 2001, we determined that the business plan of eContracts did not warrant
further development and the operations of eContracts were discontinued.

         In 2001, we acquired RCS, a broker-dealer on the CBOE that provides the
execution of exchange traded equity and index options. This acquisition gave us
access to the existing customers of RCS to whom we have marketed our services.
We also opened our first European office in London, England enabling us to route
orders from European customers to North American exchanges. As well, we opened a
subsidiary in Philadelphia and located there the Corporation's newly appointed
President and supporting staff. Subsequently, we determined that it was more
advantageous to have its Eastern United States operations centralized in New
York and, therefore, Philadelphia office was closed in March 2002 at which time
the employment of the President and other staff ended.

BUSINESS OF THE CORPORATION

Overview

         Industry. The globalization of markets has created new opportunities
for the international flow of capital, electronically and in real-time, to
sources of highest liquidity at lowest cost of execution. Institutional
investors and brokerages are responding to these trends by using solutions such
as ours as a convenient and efficient method of electronic, real-time securities
trading. With the capabilities to route trade orders globally, our suite of
products is well suited to provide efficient, low cost, real-time global
trading.


                                       14
<PAGE>

         Our Objective. Our main objective is to become the leading provider of
exchange connectivity and intelligent order routing systems enabling
high-reliability, high-volume and high-security transaction routing and order
management for financial institutions and stock exchanges worldwide.

Our Services

         We have developed and deployed the Belzberg Trading System
infrastructure that gives financial institutions direct access to stock
exchanges in North America and Europe. The Belzberg Trading System permits
traders to securely execute and monitor their trading activities in real-time.
Our objective is to create a global electronic trading platform that maximizes
investor liquidity and control at low cost execution.

         We provide network connectivity and the software to route and execute
orders on stock exchanges, ECNs and through NASDAQ market markers. In addition,
as part of our structure, we own an agency-only broker-dealer in the United
States that allows us to execute equities and options trades for our customers.
The software is an advanced electronic trading system that has order management
and order routing capability. Our customers include both major brokerage houses
and their institutional clients. Our trading software and our network provide
our customers with direct access to the exchanges, allowing them to trade
equities, options and futures on those exchanges. Customers who use our network
and software have a choice to execute trades through our broker-dealer. Our
products enable traders to execute and manage large volumes of transactions with
great reliability and security and low cost of execution.

         Our software was developed as a standard client-server architecture,
using either Microsoft Windows NT or Windows 2000 as the underlying operating
system. Our Transactions Gateway, or server software, is used to handle
connections to the stock exchanges and other order execution engines. The
front-end tools, or client software, is a collection of software applications
used by traders on their PC workstations.

         Our network connectivity and Transactions Gateway software allow
traders to access every major and regional stock exchange and all options
exchanges in North America as well as a growing number of European stock
exchanges. Trade orders generated by institutional clients of brokerage houses
are sent in a protocol that is different than the protocol used by the stock
exchange on which the order is to be executed. Our Transactions Gateway
automatically translates the order into the appropriate protocol that is used by
the stock exchange. Once confirmation is received from the relevant securities
exchange by our Transactions Gateway, the confirmation is retranslated into the
same protocol used by the originator of the order and then transmitted to the
originator. Our Transactions Gateway software is also capable of receiving
orders from third party systems, since it supports most of the standard business
protocols, such as FIX, CMS, STAMP, SETS, XML and SWIFT, used in the financial
industry.

         We provide traders with a suite of front-end software tools, tailored
to let them carry out the functions of any trading situation that they require.
For example, institutional traders use the single order entry system to enter
their orders, and the tradelog to manage their current, outstanding trading
positions. Basket traders use our basket trading software to send lists of
stocks to stock exchanges with a single click of a mouse, and also use the
tradelog to watch their positions and incoming executions. Traders that need to
keep track of incoming retail orders have software specific to their needs, as
do traders that want to watch spreads or engage in arbitrage trading.
Institutions that are customers of participating brokers use our front-end
software to execute their orders directly on electronic markets, eliminating
phone calls or other delays in their trading.

         Our core trading products are augmented by a set of complimentary
software products that satisfy functions required by traders or other
individuals whose jobs are related to trading or managing of stocks or options
in a financial institution. Examples of these products are (i) real-time
inventory management, (ii) straight-through-processing of trading tickets into
the back office accounting system, (iii) software to handle special requirements
of cross-border trading, including automatic conversion of foreign exchange
rates, and (iv) order management software that handles a large inbound flow of
retail orders from third party systems.


                                       15
<PAGE>

         Many of our customers who are large financial institutions use all or a
subset of our trading products to automate their order execution, basket
trading, arbitrage and/or retail order management. Because of the system's open
architecture and flexibility, our products are easily customizable to the
customers' needs.

Our Products

         The Belzberg Trading System

         The Belzberg Trading System consists of our Transactions Gateway and
Order Management System, together with various front-end and back-end
applications. Our Trading System provides a comprehensive solution to the needs
of our customers for a system that can manage an order from its inception to its
execution and confirmation.

         Our Trading System requires that the customer have a Windows 2000 or
Windows NT-based server and workstations. A typical installation of our Trading
System for a professional trader interested only in our Single Order Entry
application involves downloading the application from our website on the
Internet. A typical installation of our Trading System for a financial
institution usually involves the on-site installation of front-end applications
which may include the Single Order Entry, Basket Trader and Arbitrage Launcher
as well as back-end applications that include Tradelog and TicketWriter. In most
cases, our Trading System can be installed on a customer's existing local area
network, so the installation may take only a matter of days, although obtaining
the requisite telecommunications infrastructure may take longer.

         We provide the network and software that runs our Trading System. The
network connects to stock exchanges, ECNs, NASDAQ market makers, client order
entry software and shared network facilities. Third parties provide the
hardware, such as computers and routers. The market data provided is a
combination of third party market data and data provided by us.

         We can provide market data from third party data vendors in various
ways, as per the wishes of the customer:

         1.       If the customer has provided third party vendor market data to
                  its users internally on their network prior to installing our
                  system, our software is capable of accessing this data via the
                  vendor's access software.

         2.       If the customer wants to receive market data provided by us,
                  then all that is required is a data connection from the
                  customer to one of our offices, and the market data will be
                  accessed by the software applications. We take direct feeds
                  from the TSX, SIAC (the technology division of the New York
                  Stock Exchange (the "NYSE")) and third party vendors.



                                       16
<PAGE>

The Transactions Gateway

         In 1996, we invented, developed and patented a multi-protocol
translation gateway for the securities industry. Since then, some of our
competitors have developed similar technology. Based on this technology, we
developed our Transactions Gateway, a fully-scalable, high-volume, real-time
protocol translation and routing engine. Designed to facilitate a wide range of
applications, our Transactions Gateway transparently translates the format, or
protocol, of incoming transaction messages that can be routed to user-specified
destinations. Upon completion of the transaction, messages from the destination
are retranslated into the appropriate originating protocol, thus enabling
seamless and reliable real-time, bi-directional information exchange. The open
and flexible architecture of our Transactions Gateway allows for a high degree
of inter-operability between state-of-the-art front-end applications and legacy
back-office systems.

         Our Transactions Gateway currently supports protocol translation and
order routing to the following stock exchanges, ECNs and market makers:

<TABLE>
<CAPTION>
==================================================================================================================================

                                             North America                                                        Europe
----------------------------------------------------------------------------------------------------------------------------------

<S>                        <C>                     <C>                       <C>                         <C>
Stock Exchanges:           Options Exchanges:      ECNs:                     NASDAQ Market Makers:       Stock Exchanges:
New York                   Chicago (CBOE)          Instinet                  Mayer Schweitzer (MASH)     London
American                   Montreal (MOE)          Island                    Herzog                      Frankfurt
Pacific                                            Bloomberg Tradebook       Sherwood
Boston                                             Archipelago (Terra Nova)  Tradetek
Chicago                                            Spear Leads Redibook      Cantor Fitzgerald
Philadelphia                                       State Street Lattice      Trimark
Toronto                                            EVWAP                     DE Shaw
TSX Venture Exchange                               Brut                      Knight Securities
                                                                             Troster Singer
==================================================================================================================================
</TABLE>

         The Order Management System

         Our Order Management System is a versatile order-processing and
management software that works in concert with our Transactions Gateway. Where
our Transactions Gateway requires that orders specify a trade destination, the
Order Management System intelligently determines the destination of each order
for execution according to predetermined rules. The order flow rules for the
Order Management System are fully customizable.

         To facilitate cross-border trading, the Order Management System takes
into account the currency in which the order is placed and automatically
converts it in real time through a banking network connection to the currency in
which the particular stock is traded. The currency conversion feature can be
enabled or disabled at the time the order is placed.

         Applications For Institutional Investors

         Front-End Applications

         Single-Order Entry System. The Single-Order Entry System enables
traders to create orders and select from a range of destinations where to send
the orders for execution. The Single-Order Entry System shows real-time status
of orders and trade confirmation from the destination.


                                       17
<PAGE>

         Basket Trader. The Basket Trader program allows traders to
instantaneously execute multiple trades stored in a Microsoft Excel(R)
spreadsheet via our Transactions Gateway and the Order Management System. The
spreadsheets can be customized to provide desired functionality and information.

         Arbitrage Launcher. The Arbitrage Launcher is a powerful portfolio
management tool that works in conjunction with Basket Trader to allow traders to
receive real-time market information, monitor stocks 24 hours a day and execute
trades automatically when pre-set parameters set by the trader are met. All of
these functions are contained within the customized spreadsheet. Although the
Arbitrage Launcher does not function in any type of advisory role, the tool can
be modified to perform any type of market arbitrage requested by the customer.

         Foreign Exchange Calculator. The Foreign Exchange calculator tracks
traders' international equity positions in real time in order to notify traders
how much foreign currency they need to buy or sell to lock in their profits.

         Back-End Applications

         Tradelog. Tradelog allows traders to view all their trades
simultaneously, including single, specific and multiple basket orders.

         Real-Time Inventory System. Real-Time Inventory System integrates into
back-office accounting systems. This fully integrated, online inventory
assistant/risk management system provides access to traders' real-time inventory
and individual account inventories. All positions, average costs, as well as
profit/loss and market exposure, are adjusted as trades are received, with
current market data provided. Users have the ability to set up sophisticated
notification targets based on individual accounts or groups of accounts or
instruments.

         Ticketwriter. Ticketwriter eliminates the need to write manual tickets.
With this application, the trader can apply foreign exchange rates, commissions
and specific settlement dates as fills are received. Ticketwriter enables full
inter-operability with back-office accounting systems used in financial
institutions.

Broker-Dealer Activities

         Our subsidiaries, EBS and RCS, are broker dealers registered with the
Securities and Exchange Commission (the "SEC"). See "Government Regulations".

         EBS is a broker dealer that acts on an agency basis in the electronic
routing and execution of orders for other broker dealers. As a member of the
CBOE, CHX, CSE and ISE, EBS gives us greater connectivity in North American
equity and option markets. EBS is also a member of National Association of
Securities Dealers, Inc. ("NASD") and the Options Clearing Corporation. It has
no floor brokers and its activities are limited to the electronic execution of
trades on behalf of other broker dealers.

         RCS is a floor broker with seats on the CBOE. It executes exchange
traded equity and index options and futures through the CBOE and other
exchanges. RCS is a key component of our strategy of being able to provide
customers with connectivity to both equity and options markets from our trading
platform. The acquisition of RCS in 2001 also gave us access to its customers to
whom we have marketed our services.

         Neither EBS nor RCS acts as a market-maker with respect to any
securities or otherwise acts as a principal in any securities transactions, but
only acts on an agency basis.

         As a result of our favorable experience from the acquisition of RCS, we
are investigating possible future acquisitions of broker-dealers.

                                       18
<PAGE>

Revenue

         We generate revenue from:

o        Transaction based fees for providing routing software and services,
         used for equity and options trading, on a per share/option or per trade
         basis

o        Subscription fees for providing routing software and services, used for
         equity and options trading, on a flat monthly fee per user, per
         terminal

o        Commission income for the execution of exchange traded equity and index
         options from our floor brokerage business

o        Development and installation of software for equity and options trading

o        Dissemination of financial information and provision of the services.

         Revenue generating customers are brokerage houses and institutional
clients of brokerage houses.

         A majority of our revenue is generated from transaction-based fees,
while some of our revenue is generated from an older subscription fee model. In
2001, 51% of our revenue (27% in 2000 and 11% in 1999) originated from
transaction based fees. Subscription based fees in 2001 accounted for 43% (51%
in 2000 and 77% in 1999) of total revenue.

         We operate internationally with an increasing portion of our business
conducted in the United States. During the past three years, revenue from our
United States business has increased substantially. We anticipate that revenue
from the United States will continue to increase at a greater rate than revenue
from Canada.

         For a complete description of our revenue models, see infra Item 5,
"Management's Discussion & Analysis".

Marketing

         We sell our products and services using our own dedicated and
experienced sales force with contacts in the securities industry. Our sales
force includes sales and marketing departments in New York, Chicago, Toronto and
London, England.

Human Resources

         As of May 31, 2002, we employed 130 full-time employees. Of these, 25
were in administration, 11 in sales and marketing and 38 in technical and
customer support, 20 floor brokers and 36 in research and development. In
addition to our full-time employees, we also employ part-time personnel from
time to time in various departments. None of our employees are covered by a
collective bargaining agreement.

                                       19
<PAGE>

Research and Development Activities

         A staff of 36 employees is dedicated to research and development
activities in our Toronto office. The staff is dedicated to maintaining our
current products and developing new products to complement our existing product
suite and maintain our competitive advantage.

         During the fiscal year ended December 31, 2001, we spent approximately
$3,062,000 on research and development activities.

Customers

         We currently have in excess of 100 customers in the financial services
industry. We do not have long-term contracts with any of our customers. The top
five of our customers accounted for approximately 33% of our total revenue
during the year ended December 31, 2001.

Government Regulation

         Through EBS and RCS, we are members of the CBOE, the CHX, the ISE, the
CSE and the NASD.

         The U.S. securities industry is subject to extensive regulation under
both federal and state laws. The Securities and Exchange Commission (the "SEC"),
National Association of Securities Dealers, Inc. ("NASD") and other self
regulated organizations ("SROs"), such as the various stock exchanges, and other
regulatory bodies, such as state securities commissions, require strict
compliance with their rules and regulations. The SEC is the federal agency
responsible for the administration of the federal securities laws. Regulation of
broker-dealers has been primarily delegated to SROs, principally the NASD and
securities exchanges. The NASD has been designated by the SEC as the SRO
responsible for broker-dealers. The SROs conduct periodic examinations of member
broker-dealers in accordance with rules they have adopted and amended from time
to time, subject to approval by the SEC. Securities firms are also subject to
regulation by state securities administrators in those states in which they
conduct business.

         As a matter of public policy, regulatory bodies are charged with
safeguarding the integrity of the securities and other financial markets and
with protecting the interests of investors participating in those markets, not
protecting creditors or stockholders of broker-dealers. Companies that operate
in the securities industry are subject to regulation concerning many aspects of
their business, including trade practices, capital structure, record retention
and the conduct of directors, officers and employees. Failure to comply with any
of these laws, rules or regulations could result in censure, fine, the issuance
of cease-and-desist orders or the suspension or disqualification of our
directors, officers or employees. Neither we nor any of our directors, officers
or employees are currently subject to any cease-and-desist orders, suspensions
or disqualifications under the rules of any of these regulatory organizations.
An adverse ruling in the future against us or our directors, officers or
employees, including censure or suspension, could result in us, our directors,
officers and other employees being required to pay a substantial fine or
settlement, and could result in their suspension or expulsion.

         As registered broker-dealers, EBS and RCS are subject to the SEC's
uniform net capital rule. The net capital rule is designed to measure the
general integrity and liquidity of a broker-dealer and requires that at least a
minimum part of its assets be kept in a relatively liquid form.

         The net capital rule prohibits a broker-dealer from doing business with
the public by not allowing the aggregate amount of its indebtedness to exceed 15
times its adjusted net capital or, alternatively, its adjusted net capital to be
less than the greater of $250,000 or 2% of its aggregate debit balances
(primarily receivables from clients and broker-dealers) computed in accordance
with the net capital rule.

                                       20
<PAGE>

Competition

         The market for our products and services is becoming increasingly
competitive. The widespread adoption of open standards may make it easier for
new market entrants and existing competitors to introduce products that compete
against ours. We believe that we will compete primarily on the basis of the
quality, functionality, ease of integration of our products and the price of our
services. As a provider of a comprehensive trading solution to financial
institutions, we assess potential competitors based primarily on their
management, functionality and range of services, the security and scalability of
their architecture, and their client base, geographic focus and capitalization.

         Our current and potential competitors include:

o        Software Vendors Focused on Financial Institutions: Our competitors
         include ITG, Inc., NYFIX, Inc., Reuters Group Plc, and Bloomberg LLC.
         In addition, various companies active in the brokerage business with a
         primary focus on back-end processing, middleware or front-end personal
         computer platforms are potential competitors.

o        Financial Institutions with In-house Solutions: Financial institutions
         that develop their own in-house solutions with internal expertise and
         outsourced service providers and products are a primary source of
         competition.

         Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, product development and
marketing resources, greater name recognition and larger customer bases than we
do. Our present or future competitors may be able to develop products comparable
or superior to those we offer, adapt more quickly than we do to new
technologies, evolving industry trends or customer requirements, or devote
greater resources to the development, promotion and sale of their products than
we do. Accordingly, we may not be able to compete effectively in our markets,
competition may intensify and harm our business and operating results. If we are
not successful in developing enhancements to existing products and new products
in a timely manner, achieving customer acceptance or generating higher average
selling prices, our gross margins may decline, and our business and operating
results may suffer.

Intellectual Property

         We protect our proprietary technology through a combination of
contractual confidentiality provisions, trade secrets and patent, copyright and
trademark laws.

         In January 1999, we were granted United States Patent Number 5,864,827
for a System and Method for Providing a Protocol Transaction Gateway. The patent
protects our Transactions Gateway, a system that translates the protocol of
incoming transaction messages from customers into the appropriate protocol used
by various exchanges and market makers. The technology facilitates electronic
stock trading by allowing customers to execute trades on any market they choose
from a single screen.

         In October 2000, we were granted United States Patent Number 6,134,535
for a Computerized Stock Exchange Trading System Automatically Formatting Orders
from a Spreadsheet to an Order Entry System. The patent relates to an
improvement in computer automated stock exchange trading whereby a graphic user
interface with a mouse and display is used to select parameters such as share
symbol, price selection, order size and transaction type, as well as other
indicators to launch a trading order to the order entry system of a stock
exchange computer. It includes a programmed interface by which data on a group
of shares may be read from a spreadsheet formulated into an order and launched
automatically or in response to a signal from an operator so as to trade an
index or basket of shares substantially simultaneously.

                                       21
<PAGE>

         As part of our confidentiality procedures, we generally require our
employees, clients and potential business partners to enter into confidentiality
and nondisclosure agreements before we will disclose any sensitive aspects of
our products, technology or business plans. In addition, we require employees to
agree to surrender to us any proprietary information, inventions or other
intellectual property they generate or come to possess while employed by us.
These efforts afford only limited protection.

         There has been a substantial amount of litigation in the software
industry regarding intellectual property rights. It is possible that in the
future, third parties may claim that we, or our current or potential future
products, infringe on their intellectual property. We expect that software
product developers will increasingly be subject to infringement claims as the
number of products and competitors in our industry grows and the functionality
of products in different industries increasingly overlaps.



                                       22
<PAGE>

Description of Property

         The following sets forth information concerning our facilities, all of
which are leased:

<TABLE>
<CAPTION>
===============================================================================================================================

             Location                            Principal Use                Expiration Date of Lease  Approximate Number of
                                                                                                             Square Feet
-------------------------------------------------------------------------------------------------------------------------------

<C>                               <C>                                         <C>                        <C>
40 King Street West               Technical, administrative and executive     October 31, 2009                   22,000
Toronto, Ontario                  offices
-------------------------------------------------------------------------------------------------------------------------------

55 Broad Street                   Marketing, service and support offices      January 31, 2008                    6,500
New York, New York
-------------------------------------------------------------------------------------------------------------------------------

380 St. Jacques West              Marketing, service and support offices      May 31, 2007                        1,400
Montreal, Quebec
-------------------------------------------------------------------------------------------------------------------------------

141 West Jackson Blvd.            Marketing, service and support offices      July 31, 2002                       1,000
Chicago, Illinois
-------------------------------------------------------------------------------------------------------------------------------

75 Cannon Street                  Marketing, service and support offices      Quarterly                             200
London, England
===============================================================================================================================
</TABLE>


                                       23
<PAGE>

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTUS

Selected Financial Information

         The following selected financial information has been derived from our
consolidated financial statements of contained in this annual report and should
be read in conjunction with such statements and notes thereto:

<TABLE>
<CAPTION>
=====================================================================================================================

                                        Three Months Ended March 31                 Years Ended December 31,
                                                (Unaudited)                                (Audited)
---------------------------------------------------------------------------------------------------------------------
                                            2002             2001          2001           2000            1999
                                             ($)             ($)           ($)             ($)             ($)
---------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>          <C>             <C>              <C>
Revenue                                        7,101,601    4,550,082    24,460,071      11,951,029       5,904,099
---------------------------------------------------------------------------------------------------------------------
Administration                                 1,750,187      745,059     6,582,597       2,676,014       2,356,019
---------------------------------------------------------------------------------------------------------------------
Amortization (1)                                 488,669      399,602     1,799,338         841,279         219,591
---------------------------------------------------------------------------------------------------------------------
Loss from Continuing Operations (1)          (1,853,841)    (133,819)   (2,891,143)       (147,834)     (2,659,068)
---------------------------------------------------------------------------------------------------------------------
Loss per Share from Continuing                    (0.17)       (0.01)        (0.26)          (0.02)          (0.38)
Operations (1)
---------------------------------------------------------------------------------------------------------------------
Net Loss for the Period (1)                  (1,853,841)    (383,341)   (4,084,444)       (346,062)     (2,659,068)
---------------------------------------------------------------------------------------------------------------------
Loss per Share (1)                                (0.17)       (0.04)        (0.37)          (0.04)          (0.38)
---------------------------------------------------------------------------------------------------------------------
Total Assets                                  15,671,313   19,524,160    17,450,515      15,459,525       2,869,254
---------------------------------------------------------------------------------------------------------------------
Current Liabilities                            5,537,243     3,150,163    5,134,444       3,264,397       5,133,183
---------------------------------------------------------------------------------------------------------------------
Capital Lease Obligations                       2,705,631   2,796,774     2,892,434       2,280,377         409,166
---------------------------------------------------------------------------------------------------------------------
Share Capital(2)                               24,627,153  24,403,936    24,596,153      19,740,081       6,227,000
---------------------------------------------------------------------------------------------------------------------
Deficit                                      (15,645,285) (9,850,627)  (13,791,444)     (9,075,468)     (8,729,406)
---------------------------------------------------------------------------------------------------------------------
Shareholders' Equity (Deficiency)               8,981,868  14,553,309   10,804,709      10,664,613     (2,502,406)
---------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity     15,671,313  19,524,160    17,450,515      15,459,525       2,869,254
=====================================================================================================================
</TABLE>

(1)      Effective January 1, 2002, the Corporation is no longer required to
         amortize goodwill. The comparative figures presented have not been
         adjusted to reflect this change in accounting policy.

(2)      Includes the carrying value of warrants and contributed surplus.



                                       24
<PAGE>



Selected Quarterly Financial Information

<TABLE>
<CAPTION>
===================================================================================================================================
                                                                Quarters Ended
                                                                  (unaudited)
                                                        ($000's except for share data)
-----------------------------------------------------------------------------------------------------------------------------------
                                 Mar. 31,     Dec. 31,     Sep. 30,     Jun. 30,     Mar. 31,     Dec. 31,     Sep. 30,    Jun. 30,
                                   2002         2001         2001         2001         2001         2000         2000        2000
-----------------------------------------------------------------------------------------------------------------------------------

<S>                            <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Revenue                        $   7,102    $   7,134    $   6,332    $   6,444    $   4,550    $   3,980    $   2,935    $   2,592
-----------------------------------------------------------------------------------------------------------------------------------

Net Earnings (Loss) for
Period                            (1,854)      (1,194)      (1,550)        (957)        (383)          87         (217)        (251)
-----------------------------------------------------------------------------------------------------------------------------------

Earnings (Loss) per            ($   0.17)   ($   0.11)   ($   0.14)   ($   0.09)   ($   0.04)   $    0.01    ($   0.03)   ($   0.04)
share (basic & diluted)
===================================================================================================================================
</TABLE>

Management's Discussion And Analysis

         The following is Management's Discussion and Analysis of our financial
condition and our financial performance for the three months ended March 31,
2002 and March 31, 2001 and for the years ended December 31, 2001 ("2001"),
December 31, 2000 ("2000") and December 31, 1999 ("1999"). This discussion
should be read in conjunction with our 2001 audited consolidated financial
statements and accompanying notes. All amounts are in Canadian dollars unless
otherwise stated.

         Management's Discussion and Analysis contains forward-looking
statements that involve risks and uncertainties. These statements can be
identified by the use of forward-looking terminology such as (but not limited
to) "may," "will," "expect," "anticipate," "estimate," "plans," "continue,"
"believe," or the negative thereof or other variations thereon or comparable
terminology referring to future events or results. Our results could differ
materially from those anticipated in these forward-looking statements as a
result of numerous factors. These factors include without limitation our
dependence on a limited number of customers for a substantial amount of our
revenue, the intense competition in the market for global internet trading
solutions and intelligent order routing systems, the ability to recruit and
retain key personnel, extensive government regulation of the securities
brokerage industry, fluctuations in trading activity as a result of global
economic conditions, technological change which will affect capital
expenditures, and other factors discussed in periodic filings with Canadian and
United States securities regulatory authorities. Any of these factors could
cause actual results to vary materially from current results or our anticipated
future results. We wish to caution readers not to place undue reliance on such
forward-looking statements that speak only as of the date made.

General

          We are a provider of exchange connectivity, trade execution, order
management and routing software for the financial industry. In addition to our
technology, through one of our wholly owned subsidiaries, an agency-only
broker-dealer, Belzberg offers low cost trade execution.

         Our customers, who include both broker-dealers and their customers, use
Belzberg trading software to buy and sell equities and stock options on a
variety of stock exchanges, ECNs and through NASDAQ market makers. Belzberg
products enable traders to execute and manage large volumes of transactions with
great reliability and security.

                                       25
<PAGE>

         Major financial institutions, broker-dealers, buy-side institutions,
banks, and others use all or a subset of Belzberg trading products to automate
their order execution, basket trading, arbitrage, retail order management, and
real-time inventory management.

         In 2001, we expanded our business by (i) setting up a broker-dealer
(EBS) which enabled us to begin to charge our customers on a transaction fee
basis, and (ii) acquiring a floor brokerage operation (RCS) that provides for
the execution of exchange-traded equity and index options and futures on the
CBOE and other exchanges.


<TABLE>
<CAPTION>
          Selected Financial Data -       2002                       2001 (unaudited)
=================================================================================================================

    $000's except per share data            Q1             Q1             Q2             Q3             Q4
-----------------------------------------------------------------------------------------------------------------

<S>                                      <C>            <C>            <C>            <C>            <C>
Revenue                                  $   7,102      $   4,550      $   6,444      $   6,332      $   7,134
-----------------------------------------------------------------------------------------------------------------

Gross Margin                                 3,455          2,934          4,046          3,529          3,438
-----------------------------------------------------------------------------------------------------------------

Loss from continuing operations            (1,854)          (134)          (675)          (888)        (1,194)
-----------------------------------------------------------------------------------------------------------------

Loss from discontinued operations               --          (249)          (282)          (662)             --
-----------------------------------------------------------------------------------------------------------------

Net loss                                   (1,854)      $   (383)      $   (957)      $ (1,550)      $ (1,194)
-----------------------------------------------------------------------------------------------------------------

Basic and diluted loss per common share
   - from continuing operations          $  (0.17)      $  (0.01)      $  (0.06)      $  (0.08)      $  (0.11)
-----------------------------------------------------------------------------------------------------------------

   - from discontinued operations               --         (0.02)         (0.03)         (0.06)             --
-----------------------------------------------------------------------------------------------------------------

Basic and diluted loss per common share  $  (0.17)      $  (0.04)      $  (0.90)      $  (0.14)      $  (0.11)
-----------------------------------------------------------------------------------------------------------------

Balance Sheet Data:
   Cash and cash equivalents             $   5,026      $   9,110      $   9,070      $   7,049      $   6,361
-----------------------------------------------------------------------------------------------------------------

   Working capital                           4,482         11,796          9,786          8,295          6,913
-----------------------------------------------------------------------------------------------------------------

   Total assets                             15,671         19,524         20,881         18,438         17,451
-----------------------------------------------------------------------------------------------------------------

   Long-term lease obligations               1,152          1,733          1,573          1,561          1,502
-----------------------------------------------------------------------------------------------------------------

   Shareholders' equity                      8,982         14,553         13,618         11,849         10,805
=================================================================================================================
</TABLE>


         Numbers may not total due to rounding. Certain figures have been
reclassified for comparative purposes to conform to the year-end financial
statement presentation.

                                       26
<PAGE>

<TABLE>
<CAPTION>
                                    Selected Financial Data - 2000 (unaudited)
====================================================================================================================

          $000's except per share data                  Q1               Q2              Q3               Q4
--------------------------------------------------------------------------------------------------------------------

<S>                                                  <C>             <C>              <C>             <C>
Revenue                                              $   2,444       $   2,592        $   2,935       $   3,980
--------------------------------------------------------------------------------------------------------------------

Gross Margin                                             1,745           1,611            1,969           2,096
--------------------------------------------------------------------------------------------------------------------

Earnings (loss) from continuing operations                  35           (251)            (151)             219
--------------------------------------------------------------------------------------------------------------------

Loss from discontinued operations                           --              --             (66)           (132)
--------------------------------------------------------------------------------------------------------------------

Net earnings (loss)                                  $      35       $   (251)        $   (217)       $      87
--------------------------------------------------------------------------------------------------------------------

Basic and diluted earnings (loss) per common share
   - from continuing operations                      $    0.02       $  (0.04)        $  (0.02)       $    0.02
--------------------------------------------------------------------------------------------------------------------

   - from discontinued operations                           --              --           (0.01)          (0.01)
--------------------------------------------------------------------------------------------------------------------

Basic and diluted earnings (loss) per common share   $    0.02       $  (0.04)        $  (0.03)       $    0.01
--------------------------------------------------------------------------------------------------------------------

Balance Sheet Data:

   Cash and cash equivalents                         $   5,530       $   4,640        $   4,050       $   5,642
--------------------------------------------------------------------------------------------------------------------

   Working capital                                       5,563           4,922            5,076           7,562
--------------------------------------------------------------------------------------------------------------------

   Total assets                                          8,926           9,250           11,443          15,460
--------------------------------------------------------------------------------------------------------------------

   Long-term lease obligations                             264             201            1,011           1,418
--------------------------------------------------------------------------------------------------------------------

   Shareholders' equity                                  7,046           6,942            7,448          10,665
====================================================================================================================
</TABLE>


         Numbers may not total due to rounding. Certain figures have been
reclassified for comparative purposes to conform to the year-end financial
statement presentation.

Overview of Year 2001

         Gross revenue increased from $4.6 million in the first quarter of 2001
to $7.1 million in the first quarter of 2002, an increase of 56%. Subscription
fee revenue, which is based on customers paying a fixed monthly fee for each
terminal connected to the Belzberg Gateway, increased by 21% in the first
quarter of 2002 to $2.9 million as compared to $2.3 million the first quarter of
2001 and accounted for 40% of total revenues in the first quarter of 2002 as
compared to 52% of total revenues in the first quarter of 2001. Transaction fee
revenue, which includes both customers paying a fee per transaction routed
through the Belzberg Gateway and where applicable a commission fee for trades
executed through the floor brokerage operation, increased by 111% in the first
quarter of 2002 to $3.9 million as compared to $1.9 million in the first quarter
of 2001 and accounted for 55% of total revenues in the first quarter of 2002 as
compared to 41% of total revenues in the first quarter of 2001. Revenue growth
occurred in both the Canadian and U.S.A. operations.

         In 2001 revenue increased from $12.0 million in year 2000 to $24.5
million in year 2001, an increase of 105%. In year 2000, revenue increased to
$12.0 million from $5.9 million in 1999, an increase of 102%. We have now had an
increase in revenue for 10 consecutive fiscal quarters, except for the 3rd
quarter of 2001 when revenue declined slightly as a result of our New York
operations being closed for one full week due to the September 11, 2001
terrorist attack.

         In January 2001, we completed a private placement, which netted $4.7
million (issue price of $15.00 per share). Proceeds from the exercise of
employee options at an average price of$3.08 netted $0.2 million. During the
year $0.8 million was utilized to purchase shares in the market under our normal
course issuer bid at an average price over the year of $8.88. Cash was also
utilized to purchase capital assets and to repay lease obligations. The overall
cash position increased by $0.7 million in 2001.

         In 2001 we continued our expansion by developing new products, building
connectivity to European exchanges and through acquisition. In April 2001, the
Corporation acquired all of the issued shares of the predecessor of RCS, a floor
broker on the floor of the CBOE in Chicago, thereby acquiring access to the
floor of the CBOE. The floor-brokerage operation is a key component of our
strategy of being able to provide customers with connectivity to both equity and
options markets from one trading platform.

                                       27
<PAGE>

         In May 2001, we opened our first European office by incorporating
BT(UK), a wholly owned subsidiary, in London, England. We are now able to route
orders from European customers to North American exchanges. In due course, we
intend to be able to route orders from European customers to European exchanges.

         In September 2001, we discontinued the operations of eContracts, our
only subsidiary that was not part of the business model, in order to fully
concentrate on the core business. Revenue for this subsidiary commenced in the
year 2001 and was insignificant. Operations in the year 2000 were immaterial.
Year 2001 revenue and expenses are disclosed as "Discontinued Operations".

         In September 2001, we opened a subsidiary in Philadelphia as a base
for a new President, New Vice President of sales and supporting staff.
Unfortunately, the subsidiary failed to generate additional revenue and to
achieve cost efficiencies. The office was closed in March 2002, and the
relationship with the new President and other staff ended.

         As a result of our continuing strategy, revenue continued to increase
from the United States, reaching $15.7 million in 2001 as compared to $5.9
million in 2000. We anticipate that revenue from the United States will continue
to increase at a greater rate than revenue from Canada.

         In December 2001, our renovation of both our new and existing space at
our head office in Toronto was completed, and we moved into the new premises. As
part of this move, leasehold improvements in the old space were demolished in
order to completely rebuild the premises, and the remaining unamortized original
cost of the leasehold improvements in this renovated area was written off.

         The cost of our rapid expansion is shown in the loss for the year of
$2.9 million from continuing operations, as significant new staff were added and
our internal data networks were upgraded significantly.

         Total operating expenses increased from $6.3 million in 2000 to $14.7
million in 2001, an increase of 133%. Cash flow from operations however in 2001
was a positive $12,000 as compared to a utilization of $4.1 million in 2000.

Acquisition

         Robert C. Sheehan & Associates, Inc. In April 2001, we acquired all of
the outstanding shares of the predecessor of RCS for cash consideration of $1.7
million. As of December 31, 2001, $0.4 million of the cash consideration
remained payable to the vendor of RCS, which amount was subsequently paid in
January 2002.

         RCS is a broker-dealer that executes exchange-traded equity and index
options on the CBOE and is a key component of the Corporation's strategy of
being able to provide customers with connectivity to both equity and options
markets from one trading platform.

                                       28
<PAGE>

Consolidated Results of Continuing Operations

<TABLE>
<CAPTION>
Revenue
============================================================================================================================

                                  Quarter Ended March                  Total Revenue for the Years ended December 31,
                                      31, ($000s)                                         ($000s)
                         ---------------------------------------------------------------------------------------------------

                           2002     % of     2001     % of         2001      % of        2000    % of       1999   % of
                                  Revenue            Revenue                Revenue             Revenue           Revenue
----------------------------------------------------------------------------------------------------------------------------

<S>                       <C>     <C>       <C>      <C>        <C>         <C>       <C>       <C>       <C>     <C>
Subscription Fees         $ 2,852    40%    $2,348     52%      $  10,596      43%    $ 6,080      51%    $4,526     77%
----------------------------------------------------------------------------------------------------------------------------

Transaction Fees            2,924    41%     1,861     41%          8,900      36%      3,276      27%       644     11%
----------------------------------------------------------------------------------------------------------------------------

Commissions                   998    14%        --     --           3,594      15%         --      --         --     --
----------------------------------------------------------------------------------------------------------------------------

Software Development           35     1%       235      5%            772       3%      2,059      17%       667     11%
and Installation
----------------------------------------------------------------------------------------------------------------------------

Other                         293     4%       106      2%            598       3%        536       5%        67      1%
----------------------------------------------------------------------------------------------------------------------------

Total Revenue             $ 7,102           $4,550              $  24,460             $11,951             $5,904
============================================================================================================================
</TABLE>

         Total revenue increased from $5.9 million in 1999 to $12.0 million in
2000 (an increase of 102%), and to $24.5 million in 2001 (an increase of 105%).
Subscription fee revenue, which is based on customers paying a fixed monthly fee
for each terminal connected to our Transactions Gateway, increased by 74% in
2001 as compared to 2000 and accounted for 43% of total revenue in 2001 as
compared to 51% of total revenue in 2000 and 77% of total revenue in 1999. We
expect subscription fee revenue as a percentage of total revenue to decrease in
the future as more customers are expected to switch to a transaction fee model.
Transaction fee revenue, which is based on customers paying a fee per
transaction routed through our Transactions Gateway, increased by 172% in 2001
as compared to 2000 and accounted for 36% of total revenue in 2001 as compared
to 27% of total revenue in 2000 and 11% of total revenue in 1999.

         In 2001, we acquired the predecessor of RCS, a broker-dealer that
executes exchange-traded equity and index options on the CBOE. For the nine
months ended December 31, 2001, RCS generated $3.6 million in commission income
that accounted for 15% of total revenue in 2001.

         Software development and installation fees decreased by 63% in 2001 as
compared to 2000 and accounted for 3% of total revenue in 2001 as compared to
17% of total revenue in 2000 and 11% of total revenue in 1999. We expect that
this revenue stream will be a significantly smaller percentage of the overall
business in future years. Other revenue which include revenue from connectivity
to our Transactions Gateway as well as revenue from information distribution,
increased by 12% in 2001 to $0.6 million as compared to $0.54 million in 2000.

<TABLE>
<CAPTION>
==========================================================================================================================

                                       Quarter Ended March 31,         Revenue by Country for the Years ended December 31,
                                               ($000s)                                           ($000s)
                               -------------------------------------------------------------------------------------------

                                 2002    % of       2001    % of        2001   % of      2000   % of       1999    % of
                                        Revenue            Revenue            Revenue          Revenue            Revenue
-------------------------------------------------------------------------------------------------------------------------

<S>                             <C>     <C>       <C>      <C>       <C>      <C>     <C>      <C>      <C>       <C>
Canada

 Subscription Fees              $1,728     73%    $ 1,355     74%    $6,512     74%   $3,213     53%    $2,012     75%
-------------------------------------------------------------------------------------------------------------------------

 Transaction Fees                  443     19%        274     15%     1,336     15%      558      9%       203      8%
-------------------------------------------------------------------------------------------------------------------------

 Commissions                        --     --          --     --         --     --        --     --         --     --
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       29
<PAGE>

<TABLE>
<CAPTION>
===========================================================================================================================

                                       Quarter Ended March 31,        Revenue by Country for the Years ended December 31,
                                               ($000s)                                           ($000s)
                               -------------------------------------------------------------------------------------------

                                 2002    % of       2001    % of        2001   % of      2000   % of       1999    % of
                                        Revenue            Revenue            Revenue          Revenue            Revenue
-------------------------------------------------------------------------------------------------------------------------

<S>                             <C>     <C>       <C>      <C>       <C>      <C>     <C>      <C>      <C>       <C>
 Software Development and           26      1%        103      6%       447      5%    1,783     29%       415     15%
    Installation
-------------------------------------------------------------------------------------------------------------------------

 Other                             177      7%         99      5%       490      6%      523      9%        50      2%
-------------------------------------------------------------------------------------------------------------------------

 Revenue from Canada            $2,374            $ 1,831            $8,785           $6,077            $2,680
-------------------------------------------------------------------------------------------------------------------------

United States

 Subscription Fees              $1,124      24%   $   993     37%    $ 4,084    26%   $2,867     49%    $2,514     78%
-------------------------------------------------------------------------------------------------------------------------

 Transaction Fees                2,481      53%     1,587     58%      7,563    48%    2,718     46%       441     14%
-------------------------------------------------------------------------------------------------------------------------

 Commissions                       998      21%        --     --       3,594    23%       --     --         --     --
-------------------------------------------------------------------------------------------------------------------------

 Software Development and            9      --        132      5%        325     2%      277      5%       252      8%
    Installation
-------------------------------------------------------------------------------------------------------------------------

 Other                             116       2%         7     --         109     1%       12     --         17     --
-------------------------------------------------------------------------------------------------------------------------

 Revenue from United States     $4,728            $ 2,719            $15,675          $5,874            $3,224
=========================================================================================================================
</TABLE>

         We generated approximately 64% of our revenue in the United States and
36% of our revenue in Canada. Revenue increased in both Canada and the United
States from 2000 with significant growth occurring in the United States. Revenue
in Canada increased from $6.1 million in 2000 to $8.8 million in 2001, an
increase of 45%, compared to the 127% increase in 2000 from 1999 revenue of $2.7
million. Revenue in the United States increased from $5.9 million in 2000 to
$15.7 million in 2001, an increase of 167%, compared to the 82% increase in 2000
from 1999 revenue of $3.2 million. We anticipate that revenue from the United
States will continue to increase at a greater rate than revenue from Canada.

         Gross Margin

<TABLE>
<CAPTION>
========================================================================================================

                                                       Gross Margin for the
                       ---------------------------------------------------------------------------------

                          Three Months Ended March 31,                 Years Ended December 31,
                                     ($000s)                                    ($000s)
                       ---------------------------------------------------------------------------------

                             2002              2001           2001           2000            1999
--------------------------------------------------------------------------------------------------------

<S>                       <C>               <C>             <C>           <C>             <C>
Revenue                   $      7,102      $    4,550      $   24,460    $   11,951      $    5,904
--------------------------------------------------------------------------------------------------------

Cost of Revenue                  3,647           1,616          10,513         4,530           2,173
--------------------------------------------------------------------------------------------------------

Gross Margin              $      3,455      $    2,934      $   13,947    $    7,421      $    3,731
--------------------------------------------------------------------------------------------------------

Gross Margin %                49%              64%             57%            62%             63%
========================================================================================================
</TABLE>


         Gross margin as a percentage of sales declined to 49% in the first
quarter of 2002, from 64% in the first quarter of 2001. The decline in margin is
attributable to a change in the sales mix that includes the lower margin
brokerage business in the first quarter of 2002 which did not exist in the first
quarter of 2001 as well as the increased costs from expanded capacity and
connectivity to new markets in 2002.

         Gross margin as a percentage of revenue declined to 57% in 2001, from
62% in 2000 and 63% in 1999. The decline in margin is attributable to a change
in the sales mix that now includes the lower margin brokerage business as well
as an increase in direct costs incurred in 2001 to expand capacity and
connectivity to new markets. We expect the margin on the brokerage business to
improve in future years as we intend to move towards becoming self-clearing.


                                       30
<PAGE>

                  Operating Expenses
<TABLE>
<CAPTION>
====================================================================================================================================

                                                                          Operating Expenses for the
                                      ----------------------------------------------------------------------------------------------

                                             Three Months ended March 31,                             Years ended December 31,
                                                       ($000s)                                                 ($000s)
                                      ------------------------------------------- --------------------------------------------------

                        2002     % of         2001    % of          2001     % of         2000     % of          1999     % of
                                  Revenue              Revenue                Revenue               Revenue                Revenue
------------------------------------------------------------------------------------------------------------------------------------

<S>                   <C>         <C>        <C>       <C>        <C>        <C>         <C>       <C>          <C>       <C>
Sales and Marketing   $ 1,191(1)     17%     $ 1,130     25%      $ 5,072(1)    21%      $ 2,721       23%      $ 1,874       32%
------------------------------------------------------------------------------------------------------------------------------------

Research and              904        13%         767     17%        3,062       12%        2,011       17%        1,794       30%
Development
------------------------------------------------------------------------------------------------------------------------------------

Government Assistance      --        --           --     --            --       --        (1,150)     (10)%          --       --
------------------------------------------------------------------------------------------------------------------------------------

Administration          1,750        24%         745     16%        6,582       27%        2,676       22%        2,356       40%
------------------------------------------------------------------------------------------------------------------------------------

Total Operating       $ 3,845        54%     $ 2,642     58%      $14,716       60%      $ 6,258       52%      $ 6,024      102%
Expenses
====================================================================================================================================
</TABLE>
(1) Includes non-recurring Philadelphia expenses for the three months ended
March 31, 2002 of $302 (year ended December 31, 2001 of $392).

         Sales and Marketing Expenses. Sales and marketing expenses, excluding
non-recurring Philadelphia expenses of $0.3 million, decreased by $0.2 million
or 21% to $0.9 million in the first quarter of 2002 as compared to $1.1 million
in the first quarter of 2001. The reduced expense is primarily due to certain
marketing consulting costs incurred in the first quarter of 2001 that did not
occur in the first quarter of 2002 as well as the termination of certain sales
and marketing personnel in the first quarter of 2002.

         Sales and marketing expenses totaled $4.7 million in 2001 (excluding
non-recurring Philadelphia expenses of $0.4 million), $2.7 million in 2000 and
$1.9 million in 1999. Sales and marketing expenses, excluding non-recurring
Philadelphia expenses, increased by $2.0 million or 72% in 2001 over 2000 and by
$0.8 million or 45% in 2000 over 1999. As a percentage of revenue, sales and
marketing expenses, excluding non-recurring Philadelphia expenses, were 19% of
sales in 2001, compared to 23% of sales in 2000 and 32% of sales in 1999. The
primary factors that contributed to the increase in sales and marketing expenses
in 2001 were headcount additions and increased spending on advertising and
promotions.

         Research and Development Expenses and Government Assistance. Research
and development expenses increased by $0.1 million or 18% to $0.9 million in the
first quarter of 2002 as compared to $0.8 million in the first quarter of 2001.
The increased expense is primarily due to headcount additions as the Corporation
is committed to expand its product capabilities and connectivity to additional
markets.

         Research and development expenses totaled $3.1 million in 2001, $2.0
million in 2000 and $1.8 million in 1999. Research and development expenses
increased by $1.1 million or 52% in 2001 over 2000, and by $0.2 million or 12%
in 2000 over 1999. As a percentage of revenue, research and development expenses
were 12% of sales in 2001, compared to 17% of sales in 2000 and 30% of sales in
1999. The primary factor that contributed to the increase in research and
development expenses in 2001 was headcount additions as the Corporation is
committed to expand its product capabilities and connectivity to additional
markets in order to increase its customer base.

                                       31
<PAGE>

         In 2000, the Corporation recognized a recovery of $1.2 million against
research and development expenses relating to scientific research and
developmental assistance for the taxation years 1996 to 1999 provided by the
Government of Canada. This amount was received in 2001. Any future
reimbursements that the Corporation may be entitled to, will only be obtainable
as a credit against income taxes payable in Canada.

         Administration Expenses. Administration expenses increased by $1.0
million or 135% to $1.7 million in the first quarter of 2002 as compared to $0.7
million in the first quarter of 2001. The primary factors that contributed to
the increased expenses were headcount additions and increased professional fees
to support the growth and size of the Corporation, increased costs of the core
communication infrastructure, and foreign exchange gains incurred in the first
quarter of 2001 that did not occur in the first quarter of 2002.

         Administration expenses totaled $6.6 million in 2001, $2.7 million in
2000 and $2.4 million in 1999. Administration expenses increased by $3.9 million
or 146% in 2001 over 2000, and by $0.3 million or 14% in 2000 over 1999. As a
percentage of revenue, administration expenses were 27% of sales in 2001,
compared to 22% of sales in 2000 and 40% of sales in 1999. The primary factors
that contributed to the increase in administration expenses in 2001 were
headcount additions, costs related to additional office space in Toronto,
Philadelphia and London, England and an increase in the administrative overhead
to support the growth in sales and size of the Corporation.

         Non-Recurring Philadelphia Expenses. Non-recurring Philadelphia
expenses relate primarily to the salaries and office rental costs of the
Philadelphia operation incurred in the first quarter of 2002 prior to the
decision to close the office on March 1, 2002. (see infra, "Restructuring
Charges").

<TABLE>
<CAPTION>
         Other Income and Expenses
=============================================================================================================================

                                                                Other Income and Expenses for the
                            -------------------------------------------------------------------------------------------------

                                  Three Months Ended March 31,                            Years ended December 31,
                                             ($000s)                                               ($000s)
-----------------------------------------------------------------------------------------------------------------------------

                             2002     % of         2001   % of         2001     % of       2000     % of      1999    % of
                                      Revenue             Revenue               Revenue             Revenue           Revenue
-----------------------------------------------------------------------------------------------------------------------------

<S>                         <C>       <C>      <C>        <C>      <C>          <C>      <C>        <C>      <C>      <C>
Amortization of Capital     $   489     7%     $   369      8%     $ 1,646      6%       $  793      7%      $ 220     4%
Assets
-----------------------------------------------------------------------------------------------------------------------------

Amortization of Goodwill         --    --           30      1%         153      1%           48      1%         --    --
-----------------------------------------------------------------------------------------------------------------------------

Write-down of Leasehold          --    --           --     --          153      1%           --     --         113     2%
Improvements
-----------------------------------------------------------------------------------------------------------------------------

Interest Expense                138     2%         116      2%         466      2%          166      1%         25    --
-----------------------------------------------------------------------------------------------------------------------------

Interest Income                 (23)   (1)%        (98)    (2)%       (312)    (1)%        (227)    (2)%        --    --
-----------------------------------------------------------------------------------------------------------------------------

Stock Exchange Listing           --    --           --     --           --     --           525      4%         --    --
Costs
-----------------------------------------------------------------------------------------------------------------------------

Restructuring Charges           843    12%          --     --           --     --            --     --          --    --
-----------------------------------------------------------------------------------------------------------------------------

Other Expenses, Net         $ 1,447    20%     $   417      9%     $ 2,106      9%     $  1,305     11%    $   358     6%
=============================================================================================================================
</TABLE>

         Amortization of Capital Assets. Amortization of capital assets
increased by $0.1 million or 32% to $0.5 million in the first quarter of 2002 as
compared to $0.4 million in the first quarter of 2001. The increase in first
quarter of 2002 is a reflection of the increased capital asset expenditures.

                                       32
<PAGE>

         Amortization of capital assets totaled $1.6 million in 2001, $0.8
million in 2000 and $0.2 million in 1999. Amortization of capital assets
increased by $0.8 million or 107% in 2001 over 2000 and by $0.6 million or 260%
in 2000 over 1999. The increase in amortization of capital assets in 2001
resulted from acquisitions of both owned and leased computer equipment of
approximately $1.4 million as well as capital expenditures on leasehold
improvements and furniture of approximately $1.3 million in 2001. The computer
equipment additions improved our high-speed connectivity between customers, the
Corporation and a multitude of exchanges and other markets for live trade
execution.

         Amortization of Goodwill. The Corporation has adopted the Canadian
Institute of Chartered Accountants ("CICA") new Handbook Section 3062, Goodwill
and Other Intangible Assets. Effective January 1, 2002 goodwill is no longer
required to be amortized but will be subject to an annual impairment test in
accordance with the provisions of this Section. The Corporation is in the
process of applying the impairment test transition rules in accordance with the
new standard.

         Amortization of goodwill totaled $153,000 in 2001, $48,000 in 2000 and
nil in 1999. The increase in goodwill amortization in 2001 resulted from the
acquisition of RCS.

         Effective January 1, 2002 the Corporation will cease to amortize
goodwill in accordance with the new CICA Section 3062 and will review goodwill
annually for impairment.

         Write-down of Leasehold Improvements. During 2001 the Corporation
completed its leasehold improvements on its new expanded facilities in Toronto
and rebuilt a portion of its existing facilities. The rebuild of the existing
facilities resulted in a write-down of the old leasehold improvements of
$153,000.

         Interest Expense. Interest expense increased to $138,000 in the first
quarter of 2002 as compared with $116,000 in the first quarter of 2001. The
increase resulted from additional capital lease obligations and a bank loan in
2002.

         Interest expense totaled $466,000 in 2001, $166,000 in 2000 and $25,000
in 1999. Interest expense increased by $300,000 or 180% in 2001 over 2000 and by
$141,000 or 564% in 2000 over 1999. The increase in the interest expense is
mainly attributable to the significant increase in capital lease obligations in
2001 of $1.2 million and $2.7 million in 2000. The Corporation utilizes capital
leases to finance the significant amount of capital expenditures required for
its network infrastructure.

         Interest Income. Interest income totaled $23,000 in the first quarter
of 2002 as compared with $98,000 in the first quarter of 2001.

         Interest income totaled $312,000 in 2001, $227,000 in 2000 and nil in
1999. The increase in interest income in 2001 of $85,000 compared with 2000 is
due mainly to the cash invested following the private placement of common shares
in January 2001.

         Stock Exchange Listing Costs. Stock exchange listing costs of $525,000
relate to the costs of the Corporation's listing on the TSX in November 2000 and
the filing of the Corporation's Registration Statement on Form 20-F with the SEC
in 2000. No additional significant costs are expected.

         Income Taxes. Income taxes totaled $15,685, $5,063 and $9,019 in 2001,
2000 and 1999 respectively. The Corporation has net operating loss carry
forwards in Canada of approximately $3.5 million and in the United States of
approximately $8.5 million that may be used to offset future taxable earnings.
The benefits of these losses have not been reflected in the consolidated
financial statements as the Corporation has recorded a valuation allowance
against the tax benefit of these losses. The losses expire in Canada beginning
in 2004 and expire in the United States beginning in 2011.

                                       33
<PAGE>

         Restructuring Charges. On March 1, 2002, the Corporation closed its
Philadelphia office and ended its relationship with its President and other
employees. The Corporation recorded a restructuring charge of $0.8 million
relating to employee severance and lease termination costs.

         Net Loss from Continuing Operations. A net loss from continuing
operations of $1.9 million was incurred for the quarter ended March 31, 2002 as
compared to a net loss from continuing operations of $0.1 million in the
comparable quarter of 2001. Basic and diluted loss per share from continuing
operations for the quarter ended March 31, 2002 was $0.17 as compared to a loss
of $0.01 per share from continuing operations for the first quarter of 2001.

         As a result of the factors discussed above, the net loss from
continuing operations increased to $2.9 million in 2001 from $0.1 million in
2000 as compared to a reduction in the loss from 1999 of $2.7 million to $0.1
million in 2000. The loss per share from continuing operations increased to
$0.26 per share as compared to a loss of $0.02 per share in 2000 and a loss of
$0.38 per share in 1999.

         Loss from Discontinued Operations. In September 2001, the Corporation
ceased operations of its wholly-owned subsidiary, eContracts, a developer and
supplier of on-line procurement and supply chain integration solutions.
Accordingly, the consolidated financial statements for all periods presented
have reflected this business separately from continuing operations. The
Corporation recorded a loss from discontinued operations in 2001 of $1.2 million
which included an impairment charge for goodwill of $0.3 million, a stock
compensation expense of $0.1 million relating to contingent stock consideration
paid and a loss from the operations of eContracts of $0.8 million.

         Liquidity and Capital Resources. Cash flow generated from operations
was negative $221,000 in the first quarter of 2002 compared to negative $243,000
in the first quarter of 2001. The Corporation utilized $0.9 million of cash for
investing activities in the first quarter of 2002 compared to $0.1 million for
the first quarter of 2001. Investing activities in the first quarter of 2002
consisted of a final payment of $0.3 million owing from the 2001 acquisition of
RCS and $0.6 million for the acquisition of capital assets. The Corporation
utilized $0.2 million of cash for financing activities in the first quarter of
2002 compared to generating $4.0 million for the first quarter of 2001.
Financing activities in the first quarter of 2002 consisted of repayment of bank
debt and capital lease obligations of $0.5 million and additional bank
borrowings of $0.3 million to finance leasehold improvements. The first quarter
of 2001 included a private placement with net proceeds of $4.7 million and a
repurchase of Common Shares of $0.5 million and repayment of capital lease
obligations of $0.2 million.

         As at March 31, 2002, the Corporation had cash and short-term
investments amounting to $5.0 million, and had working capital of $4.5 million.
Subsequent to the quarter end the Corporation received $6.7 million,
representing one-half the proceeds of the issue of the 2,730,000 Special
Warrants for gross proceeds of $14,332,500 to the Corporation. The balance of
the funds was placed in escrow and will be released upon the issue of a receipt
of the final prospectus by the Ontario Securities Commission. The Corporation
believes that its current cash resources and cash flow from operations will be
sufficient to meet its normal working capital and capital expenditure
requirements for the current year.

         As of year-end the Corporation had cash and cash equivalents of $6.4
million, an increase of $0.8 million or 14% from the $5.6 million at the 2000
year-end. Cash generated from continuing operations for the 2001 year was
$12,000 as compared to cash utilized by continuing operations in the 2000 year
of $4.1 million. The Corporation has a demand operating facility of $1 million
that may be used to finance general corporate requirements and a demand facility
of US $0.6 million that may be used to finance leasehold improvements in the
Corporation's United States operations. As of year-end the Corporation had
utilized $0.7 million of the Canadian facility and utilized the remaining
Canadian facility subsequent to year-end. The Corporation believes that its
working capital of $6.9 million will be sufficient to meet the anticipated daily
cash requirements throughout fiscal 2002, although the Corporation may seek to
raise additional capital in 2002 to fund expansion plans or potential
acquisitions.

                                       34
<PAGE>

         The Corporation used $2.1 million for investing activities in 2001
compared to using $0.7 million in 2000. This increase was attributable to the
acquisition of RCS that was paid for in cash as well as capital expenditures on
leasehold improvements and furniture and equipment at the Toronto corporate
office of approximately $1.3 million. The Corporation also incurred significant
capital expenditures for computer equipment in 2001 of approximately $1.4
million, of which approximately $1.2 million was financed through a capital
leasing program. In 2000, the Corporation received proceeds of $0.8 million on
the sale and lease-back of certain computer equipment.

         The Corporation operates a large enterprise network providing
connectivity between its clients, its offices and high-speed access to a
multitude of destinations for live trade execution and as a result anticipates
continuing capital expenditures on computer equipment during 2002, such capital
expenditures to be funded through a capital leasing program.

         The Corporation generated cash of $3.6 million from financing
activities in 2001 compared to generating cash of $10.6 million in 2000. In
2001, the Corporation issued 333,334 Common Shares from treasury for net
proceeds of $4.7 million in private placements and repurchased 91,900 Common
Shares for cancellation under a normal course issuer bid for a cost of $0.8
million. In 2000, the Corporation issued 2,013,800 Common Shares from treasury
for net proceeds of $7.6 million and issued 1,800,000 share purchase warrants
for proceeds of $1.8 million in private placements. The Corporation issued
66,600 Common Shares in 2001 upon the exercise of stock options by employees for
proceeds of $205,000 and issued 899,000 Common Shares in 2000 upon the exercise
of stock options by employees and directors for proceeds of $3.2 million.

         The Corporation made repayments under capital lease obligations of $1.1
million in 2001 and repayments under capital lease obligations of $0.8 million
in 2000. The Corporation received proceeds of $0.7 million from a bank loan in
2001 and repaid $0.1 million of the loan in 2001. The Corporation repaid a note
payable of $1.2 million in 2000.

         Subsequent to year-end the TSX approved a normal course issuer bid for
the Corporation to repurchase, at its discretion, up to 553,000 of its common
shares in 2002.

Risk Management

         The Corporation is exposed to various risks in the normal course of its
business that may cause actual results to vary materially from the anticipated
results discussed herein. see "Risk Factors" for a discussion of these risks.

Future Outlook

         The Corporation intends to continue its present revenue model by
concentrating on increasing connectivity to exchanges around the world and
promoting its transaction based fee model. While the Corporation expects that
subscription fee revenue will continue to increase at a modest rate, transaction
fee based revenue is expected to continue to increase. As well, continued
expansion in the United States is expected to generate an increasing percentage
of revenue.

                                       35
<PAGE>

         The acquisition of RCS proved to be a successful strategy in giving the
Corporation not only an additional revenue stream but also access to potential
new customers. The Corporation will look favorably upon possible future similar
acquisitions.

         Building connectivity to an increasing number of destinations will
remain a priority.

         The Corporation expects to realize improving gross profit margins as it
intends to move towards becoming self-clearing, thereby making each transaction
more profitable.

         The Corporation expects that its London office will provide an
opportunity to increase European business.

         The Corporation faces a number of risks in its business that are
identified under "Risk Factors". The occurrence of one or more of the events
described therein may have a materially adverse effect upon the Corporation's
results of operations, financial condition and future prospects.


ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

         Directors and senior management. The following table sets forth certain
information concerning our directors and senior management:

<TABLE>
<CAPTION>
=================================================================================================================================

 Name & Municipality of      Position with Corporation          Principal Occupation               Age           Director Since
        Residence
---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                            <C>                                      <C>           <C>
Sidney H. Belzberg         Chairman of the Board, Chief   Officer of the Corporation                43                1993
Toronto, Ontario           Executive Officer and
                           Director
---------------------------------------------------------------------------------------------------------------------------------
Alicia Belzberg            Executive Vice President,      Officer of the Corporation                48                1993
Toronto, Ontario           Secretary and Director
---------------------------------------------------------------------------------------------------------------------------------
John L. Engels(1)
Greenwich, Connecticut     Vice-Chairman of the Board     Vice-Chairman of the                      64                2001
                           and Director                   Corporation and Chairman and
                                                          CEO of Letteau Ltd., a risk
                                                          management firm
---------------------------------------------------------------------------------------------------------------------------------
Lawrence J. Cyna, CA       Chief Financial Officer and    Officer of the Corporation                58                1999
Toronto, Ontario           Director
---------------------------------------------------------------------------------------------------------------------------------
Donald W. Wilson           Chief Operating Officer and    Officer of the Corporation                50                1994
Toronto, Ontario           Director
---------------------------------------------------------------------------------------------------------------------------------
Dr. William Gnam(1)(2)     Director                       Economist, University of Toronto          39                1994
Toronto, Ontario
---------------------------------------------------------------------------------------------------------------------------------
Stephen Sadler(1)(2)       Director                       Chairman and CEO of Enghouse              51                1997
Toronto, Ontario                                          Systems Limited, a software
                                                          developer
=================================================================================================================================
</TABLE>

(1)      Member of the Audit Committee.

(2)      Member of the Compensation Committee.

Except as disclosed below under "Management", during the last five years, our
directors and officers noted above have held the occupation or have been
associated with the companies or firms listed opposite their respective names.

                                       36
<PAGE>

Management

         Belzberg's management team and board of directors consists of the
following:

         Sidney H. Belzberg has been Chairman and Chief Executive Officer of the
Corporation since he co-founded Belzberg in 1993. Mr. Belzberg is married to
Alicia Belzberg. From 1987 to 1992, Mr. Belzberg was President of Eastern
Datacom Systems Ltd. Mr. Belzberg holds a Bachelor of Science degree from the
University of Alberta.

         Alicia Belzberg has been Executive Vice President of the Corporation
since she co-founded Belzberg in 1993. Ms Belzberg is married to Mr. Belzberg.
From 1989 to 1992, Ms Belzberg was General Manager of Eastern Datacom Systems
Ltd. Ms. Belzberg holds a Bachelor of Arts degree from Concordia University.

         Lawrence J. Cyna has served as Chief Financial Officer of the
Corporation since April, 1999. Prior to joining Belzberg, Mr. Cyna was a Senior
Partner at Cyna & Co., Chartered Accountants, in Toronto, Canada. Mr. Cyna is a
Chartered Accountant and recipient of the Founder's Prize for academic
achievement from the Canadian Institute of Chartered Accountants. Mr. Cyna is
also a Certified Public Accountant having obtained his accreditation with
distinction in 1999. Mr. Cyna intends to retire as an officer of the Corporation
when a new Chief Financial Officer is appointed.

         Donald W. Wilson has served as Chief Operating Officer of the
Corporation since June, 1994. From 1991 to 1994, Mr. Wilson was employed at
Gordon Capital Corporation, in Toronto, Canada, where he was Manager of
Information Systems. Mr. Wilson holds a Masters degree in Music from the
University of Toronto.

         Robert C. Sheehan has served as Chief Executive Officer of the
Corporation's subsidiaries, EBS since its inception in 2000 and RCS since its
inception in 1985. Mr. Sheehan is registered as a registered representative with
the SEC.

         Stephen Sadler has been a Director of the Corporation since October 28,
1997. Since April 2000, Mr. Sadler has been the Chairman and CEO of Enghouse
Systems Limited, a world leading software engineering company that develops
Geographic Information Systems based solutions for Telecommunications and
Utility companies. He is also Chairman of Helix Investments Corporation, a
venture capital firm, a position which he has held since 1999. Mr. Sadler served
as President and CEO of Geac Computer Corporation from 1990 to 1996, as Vice
Chairman from 1996 to 1998, and as Senior Advisor in 1999. Mr. Sadler is
currently a director of several high-tech private and public companies,
including Open Text Corporation, a leading provider of collaborative commerce
applications, such as Livelink(R), and Cyberplex Inc., one of North America's
leading Internet professional services companies. Mr. Sadler has a Master of
Business Administration degree, Chartered Accountant's designation, and Honours
Bachelor's degree in Applied Science and Engineering .

         Dr. William H. Gnam has been a Director of the Corporation since June
13, 1994. Dr. Gnam is a Harvard-trained economist and a researcher at the
University of Toronto. He has a Master of Science degree from Oxford University,
England, where he was a Rhodes scholar, and a Medical Doctor degree from the
University of Calgary.

                                       37
<PAGE>


         John L. Engels has been a Director of the Corporation since June 28,
2001. He became Vice-Chairman of the board of Belzberg in March, 2002. Mr.
Engels has been the Chairman and Chief Executive Officer of Letteau Ltd. since
1996. Mr. Engels is also Chairman of Assets International Inc., a publisher of
financial service industry publications which was founded in 1986. From 1987 to
1991, Mr. Engels managed the North American Securities Division of UBS
Securities. In addition, he also ran the Equities Division of First Boston
Corporation from 1981 to 1985.


                                       38
<PAGE>

                             EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets out information concerning the compensation
earned from us and any of the our subsidiaries during each of the last three
financial years in respect of our Chief Executive Officer and our four most
highly compensated executive officers (the "Named Executive Officers").

<TABLE>
<CAPTION>
                           Summary Compensation Table
====================================================================================================================================
                                             Annual Compensation               Long-Term Compensation Awards
                                      ----------------------------------------------------------------------------------------------
                                                                                     Awards                    Payouts
                                                                      ---------------------------------------- -------
                                                                      Securities Under     Restricted Shares     LTIP     All Other
                                      Salary     Bonus   Compensation  Options Granted  Restricted Share Units  Payouts Compensation
Name and Principal Position  Year      (US$)     (US$)      (US$)           (#)               (US$)              (US$)     (US$)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>        <C>     <C>           <C>              <C>                     <C>     <C>
Sidney H. Belzberg,          2001     278,557     nil        nil              nil              nil               nil         nil
Chairman & Chief             2000     310,696     nil        nil              nil              nil               nil         nil
Executive Officer            1999     315,816     nil        nil          550,000              nil               nil         nil
------------------------------------------------------------------------------------------------------------------------------------
Alicia Belzberg,             2001     278,557     nil        nil              nil              nil               nil         nil
Executive Vice President     2000     298,685     nil        nil              nil              nil               nil         nil
                             1999     310,993     nil        nil          550,000              nil               nil         nil
------------------------------------------------------------------------------------------------------------------------------------
Donald W. Wilson,            2001     329,557     nil        nil              nil              nil               nil         nil
Chief Operating Officer      2000     247,685     nil        nil              nil              nil               nil         nil
                             1999     234,471     nil        nil          550,000              nil               nil         nil
------------------------------------------------------------------------------------------------------------------------------------
Lawrence J. Cyna,            2001     176,615   38,747       nil           50,000              nil               nil         nil
Chief Financial Officer      2000     168,919     nil        nil           50,000              nil               nil         nil
                             1999      51,189     nil        nil          250,000              nil               nil         nil
------------------------------------------------------------------------------------------------------------------------------------
Robert C. Sheehan,           2001     275,000     nil        nil          100,000              nil               nil         nil
President of RCS and EBS     2000      33,333     nil        nil           50,000              nil               nil         nil
====================================================================================================================================
</TABLE>

Directors

         Directors who are not officers or our employees received cash
remuneration of $10,000 per annum and $1,000 per meeting attended in person and
$500 per meeting attended by telephone for services provided in their capacities
as directors. In addition, we reimburse directors for expenses incurred by them
in their capacity as directors for attending meetings.

         The Corporation maintains directors' and officers' liability insurance
with a limit of US$10,000,000 per incident or a total of US$10,000,000 in each
policy year regardless of the number of claims. The annual cost of this
insurance coverage is US$97,000. There is no deductible with respect to claims
against insured persons for losses subject to corporate reimbursement.

Options Granted During Most Recent Financial Year

         The following table sets out certain information relating to options
granted during the most recent financial year to the Named Executive Officers.

<TABLE>
<CAPTION>
===================================================================================================================================
                                                                                          Market Value of
                           Securities Under   % of Total Options   Exercise Price      Securities Underlying
           Name            Options Granted   Granted to Employees   Per Security     Options on the Date of    Expiration Date
                                  (#)          in Financial Year     ($/Security)       Grant ($/Security)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                   <C>               <C>                       <C>
Lawrence J. Cyna,                 50,000             4.32%               $7.00                $7.00            April 9, 2008
Chief Financial Officer
-----------------------------------------------------------------------------------------------------------------------------------
Robert C. Sheehan,               100,000             8.64%               $8.00                $8.00            March 31, 2006
President of RCS & EBS
===================================================================================================================================
</TABLE>

                                       39
<PAGE>

Aggregate Options Exercised During the Most Recently Completed Financial Year
and Financial Year-End Option Values

         The following table sets out certain information relating to options
exercised by the Named Executive Officers during the most recent financial year
and the value of unexercised in-the-money options held by the Named Executive
Officers at the end of the most recent financial year:

<TABLE>
<CAPTION>
=========================================================================================================================
                                                                     Unexercised Options     Value of Unexercised in-the-
                                                                          at FY-End            Money Options at FY-End
                              Securities                               December 31, 2001         December 31, 2001
                             Acquired on      Aggregate         ---------------------------------------------------------
                               Exercise     Value Realized      Exercisable   Unexercisable   Exercisable   Unexercisable
           Name                 (#)             (US$)               (#)           (#)           (US$)          (US$)
-------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>               <C>             <C>            <C>           <C>
Sidney H. Belzberg,             nil              nil             500,000          nil            nil           nil
Chairman and Chief
Executive Officer
-------------------------------------------------------------------------------------------------------------------------
Alicia Belzberg,                nil              nil             500,000          nil            nil           nil
Executive Vice President
-------------------------------------------------------------------------------------------------------------------------
Donald W. Wilson,               nil              nil             500,000          nil            nil           nil
Chief Operating Officer
-------------------------------------------------------------------------------------------------------------------------
Lawrence J. Cyna,               nil              nil             100,000          nil            nil           nil
Chief Financial Officer
-------------------------------------------------------------------------------------------------------------------------
Robert C. Sheehan,              nil              nil             150,000          nil            nil           nil
President of RCS & EBS
=========================================================================================================================
</TABLE>

Stock Option Plan

         We have established a Stock Option Plan (the "Plan") for the purpose of
providing incentives to our directors, officers, employees and consultants. The
maximum number of common shares reserved for issuance under the Plan is limited
to 6,000,000 common shares. The board of directors may designate the recipient
of options and determine the number of common shares covered by each option, its
exercise price (which may not be less than closing market price of the common
shares on the trading day prior to the grant), its expiry date and any other
matters relating thereto. All options will be non-transferrable except in the
event of an optionee's death.

         The issue of options under the Plan, together with any other stock
options issued by us, may not result, at any time, in the number of shares
reserved for issuance under stock options granted to any one person and the
person's associates exceeding 5% of the issued and outstanding common shares.

         The following table sets out certain information with respect to
options to purchase common shares which were issued under the Stock Option Plan
and which were outstanding as at May 31, 2002:

<TABLE>
<CAPTION>
=======================-========================================================================================
                                                                                            Market Value of
                                         Number of      Purchase Price                      Securities Under
      Optionees          Number of      Securities      of Securities     Expiry Date      Option on Date of
                         Optionees     Under Option      Under Option      of Option             Grant
----------------------------------------------------------------------------------------------------------------

<S>                            <C>        <C>                 <C>            <C> <C>            <C>
All executive officers         3          300,000             $5.00      Aug 16, 2006           $5.00
and past-executive             3        1,200,000             $5.00      Sept 30, 2007          $5.00
officers of the                1           50,000            $10.00      Apr 9, 2007           $10.00
Corporation as a               1           50,000             $7.00      Apr 9, 2008            $7.00
group (4 individuals)          1           50,000             $5.05      Apr 6, 2009            $5.05
=======================-========================================================================================
</TABLE>



                                       40
<PAGE>


<TABLE>
<CAPTION>
=======================-========================================================================================
                                                                                            Market Value of
                                         Number of      Purchase Price                      Securities Under
      Optionees          Number of      Securities      of Securities     Expiry Date      Option on Date of
                         Optionees     Under Option      Under Option      of Option             Grant
----------------------------------------------------------------------------------------------------------------

<S>                            <C>        <C>                 <C>            <C> <C>            <C>
All directors and              3           75,000             $3.50      Sept 25, 2006          $3.50
past-directors of the
Corporation who are            1           50,000             $5.00      Sept 30, 2007          $5.00
not executive                  2          150,000            $16.75      Sept 14, 2005         $16.75
officers as a group
(4 individuals)                1          175,000             $5.00      Dec 31, 2002           $5.00
----------------------------------------------------------------------------------------------------------------
All employees of the          39           70,900             $4.70      Sept 30, 2006          $4.70
Corporation as a group         8          153,000             $8.00      Mar 31, 2006           $8.00
                               3           15,000             $4.50      Jan 15, 2007           $4.50
                               1            8,000             $8.00      Sept 30, 2006          $8.00
                               4          155,000             $3.00      Sept 30, 2007          $3.00
                               1            5,000            $10.00      June 4, 2006          $10.00
                              21          189,400             $5.00      Sept 30, 2007          $5.00
                               1           10,000             $7.00      July 18, 2007          $7.00
                               1          100,000             $5.00      Nov 30, 2007           $5.00
                               1           30,000             $8.00      Mar 22, 2006           $8.00
                               1            5,500             $5.00      May 31, 2006           $5.00
                               1            5,000             $3.70      Oct 15, 2006           $3.70
                               1           20,000             $4.48      Sept 30, 2007          $4.48
                               1            4,000             $5.50      Sept 5, 2006           $5.50
                               1            2,000            $18.00      Nov 15, 2005          $18.00
                               1            2,000             $7.60      Apr 24, 2007           $7.60
                               1           25,000             $7.60      July 27, 2005          $7.60
                               1            1,000             $3.00      July 31, 2007          $3.00
                               1            6,000             $4.11      May 16, 2007           $4.11
                               1           50,000             $5.00      Sept 15, 2002          $5.00
                               5          186,000             $3.00      Sept 30, 2006          $3.00
                               1           27,500             $8.50      July 28, 2005          $8.50
                               1           98,000             $7.50      Aug 18, 2007           $7.50
----------------------------------------------------------------------------------------------------------------
Consultants of the             1          125,000             $9.00      Aug 4, 2007            $9.00
Corporation as a group         1          125,000            $12.00      Aug 4, 2007           $12.00
                               1          125,000            $15.00      Aug 4, 2007           $15.00
                               1          200,000             $7.00      Apr 17, 2005           $7.00
                               1           75,000            $15.00      Nov 30, 2003          $15.00
                               1           30,000            $15.00      Jan 26, 2003          $15.00
                               1           20,000             $5.50      Mar 20, 2004           $5.20
                               1           20,000             $8.00      Mar 31, 2003           $8.00
                               1          125,000             $8.00      Aug 15, 2006           $8.00
                               1          250,000             $8.00      May 22, 2004           $8.00
================================================================================================================
</TABLE>


                                       41
<PAGE>


Indebtedness of Directors and Senior Officers

         As at May 31, 2002, the aggregate outstanding indebtedness to the
Company and it's subsidiaries by all of the current and former officers,
directors and employees, of the Company and its subsidiaries, which indebtedness
was incurred in connection with our securities or the securities of any of our
subsidiaries was $30,225.

         As at May 31, 2002, the aggregate outstanding indebtedness to us and
any of our subsidiaries by all of our and our subsidiaries current and former
officers, directors and employees, which indebtedness was not incurred in
connection with a purchase of our securities, or any of our subsidiaries
securities, was 9,012.

          Compensation of Directors. Our directors who are not officers or
employees receive cash compensation of $10,000 per annum and $1,000 per meeting
attended in person and $500 per meeting attended by telephone for services
provided in their capacities as directors. In addition, we reimburse directors
for expenses incurred by them in their capacity as directors for attending
meetings. We currently do not maintain directors and officers liability
insurance for our directors and officers.

         Employees. As of May 31, 2002, we employed 130 full-time employees. Of
these, 25 were in administration, 11 in sales and marketing, 38 in technical and
customer support, 20 floor brokers and 36 in research and development. In
addition to our full-time employees, we also employ part-time personnel from
time to time in various departments. None of our employees are covered by a
collective bargaining agreement.

Employment Agreements

         The Company and Sidney H. Belzberg are parties to an employment
agreement, dated as of August 15, 1996. Mr. Belzberg's employment is terminable
as follows:

         o        For cause

         o        By Mr. Belzberg upon written notice

         o        By the Company provided that twenty-four (24) months prior
                  written notice or payment in lieu of such notice is given.

The employment agreement provides for a base salary of Cdn.$144,000 per year,
which may be increased annually at the board of directors' sole discretion. In
addition, the board of directors at its discretion may also pay bonuses to Mr.
Belzberg from time to time. Mr. Belzberg is entitled to participate in any
benefit or stock option plan the Company may institute.

         The employment agreement also prohibits competition with the Company
for a period of three (3) years after the termination of the agreement.

                                       42
<PAGE>

         The Company and Alicia Belzberg are parties to an employment agreement,
dated as of August 15, 1996. Mrs. Belzberg's employment is terminable as
follows:

         o        For cause

         o        By Ms.Belzberg upon written notice

         o        By the Company provided that twenty-four (24) months prior
                  written notice or payment in lieu of such notice is given.

The employment agreement provides for a base salary of Cdn.$144,000 per year,
which may be increased annually at the board of directors' sole discretion. In
addition, the board of directors at its discretion may also pay bonuses to
Ms.Belzberg from time to time. Ms.Belzberg is entitled to participate in any
benefit or stock option plan the Company may institute.

         The employment agreement also prohibits competition with the Company
for a period of three (3) years after the termination of the agreement.

         The Company and Donald W. Wilson are parties to an employment
agreement, dated as of August 15, 1996. Mr. Wilson's employment is terminable as
follows:

         o        For cause

         o        By Mr. Wilson upon written notice

         o        By the Company provided that twenty-four (24) months prior
                  written notice or payment in lieu of such notice is given.

The employment agreement provides for a base salary of Cdn.$144,000 per year,
which may be increased annually at the board of directors' sole discretion. In
addition, the board of directors at its discretion may also pay bonuses to Mr.
Wilson from time to time. Mr. Wilson is entitled to participate in any benefit
or stock option plan the Company may institute.

The employment agreement also prohibits competition with the Company for a
period of three (3) years after the termination of the agreement.


         The Company and Lawrence J. Cyna, C.A., are parties to an employment
agreement, dated as of April 6, 1999. Mr. Cyna's employment is terminable as
follows

         o        For cause

         o        By Mr. Cyna upon written notice

         o        By the Company provided that the initial contract of 36 months
                  (and thereafter 12 months) prior written notice or payment in
                  lieu of such notice is given.

The employment agreement provides for a base salary of Cdn.$250,000 per year,
which may be increased annually at the board of directors' sole discretion. In
addition, the board of directors at its discretion may also pay bonuses to Mr.
Cyna from time to time. Mr. Cyna is entitled to participate in any benefit or
stock option plan the Company may have, and is entitled to an additional 50,000
options for a five year period on each anniversary date of the signing of his
employment contract.

         The Corporation and EBS have entered into an employment agreement with
Robert C. Sheehan under which he has agreed to be employed as a senior executive
of EBS. The agreement terminates on March 31, 2006.

         Compensation of senior management. During the fiscal year ended
December 31, 1999, we paid our senior management Cdn.$1,441,043 in aggregate
cash compensation. We do not offer any retirement pension plan, nor have we
entered into any retirement compensation agreement for our directors and senior
management.


                                       43
<PAGE>

Share Ownership

         For a description of share ownership in our company by each of our
directors and executive officers, see "Item 7--Major Shareholders and Related
Party Transactions."

         For a description of options granted to our directors and executive
officers, see "Item 10--Additional Information--Options."

         For a description of arrangements involving our employees in the
capital of Belzberg, see supra "Directors, Senior Management and
Employees--Stock Option Plan."

Item 7.  Major Shareholders and Related Party Transactions

         Major shareholders. We record our common shares on our transfer agent's
books in registered form. Some of our shares are registered in the name of
intermediaries, such as brokerage houses and clearing houses, on behalf of their
clients and, as a result, we do not know the identity of the beneficial owners.
As far as we know, we are not directly or indirectly owned or controlled by a
corporation or foreign government nor is there any arrangement, the operation of
which may, in the future, result in a change of control.

         As at May 31, 2002, a total of 11,033,424 common shares in our capital
stock were issued and outstanding.

         The following table sets forth our beneficial ownership of each
director and person known to us owning, directly or indirectly, 5% or more of
our issued and outstanding common shares.

<TABLE>
<CAPTION>
                                                                  Number of Shares
      Title of Class         Identity of Person or Group        Beneficially Owned(1)       Percent of Class(2)
      --------------         ---------------------------        ---------------------       -------------------

<S>                          <C>                                <C>                         <C>
Common Shares                Alicia Belzberg*                          3,243,250(3)                   23.6%

Common Shares                Sidney Belzberg*                          2,795,488(4)                   20.4%

Common Shares                Donald W. Wilson                           860,000(5)                     6.3%

Common Shares                Stephen Sadler                             596,000(6)                     4.3%

Common Shares                Dr. William Gnam                            81,000(7)                      **

Common Shares                Lawrence J. Cyna                           326,400(8)                     2.4%

Common Shares                John L. Engels                               Nil(9)                        **
</TABLE>

*        Ms. Alicia Belzberg and Mr. Sidney Belzberg are husband and wife.
**       Less than 1%.

                                       44
<PAGE>

(1)      Beneficial ownership is determined in accordance with the rules of the
         Securities and Exchange Commission and generally includes voting or
         investment power with respect to securities. Unissued common shares
         subject to options, warrants or other convertible securities currently
         exercisable or convertible, or exercisable or convertible within 60
         days, are deemed outstanding for the purpose of computing the
         beneficial ownership of common shares of the person holding such
         convertible security but are not deemed outstanding for computing the
         beneficial ownership of common shares of any other person.

(2)      Percentages are based upon the assumption that the named shareholder
         has exercised all of the currently exercisable options he or she owns
         which are currently exercisable or exercisable within 60 days and that
         no other shareholder has exercised any options he or she owns.

(3)      Includes (i) 1,545,750 shares owned by Ms. Belzberg directly, 37,500
         shares held indirectly through Cibex Ltd., a corporation controlled by
         Ms. Belzberg, (ii) 500,000 shares which may be issued pursuant to
         options owned by Ms. Belzberg, which options are currently exercisable,
         (iii) 390,000 shares in which Ms. Belzberg retains the voting power
         pursuant to a voting agreement with Golden Art Enterprises Inc., and
         (iv) 770,000 shares in which Ms. Belzberg retains the voting power
         pursuant to a voting agreement with Newstar Securities Ltd. See infra,
         "Voting Agreements."

(4)      Includes (i) 1,135,488 shares owned by Mr. Belzberg directly, (ii)
         500,000 shares which may be issued pursuant to options owned by Mr.
         Belzberg, which options are currently exercisable, (iii) 390,000 shares
         in which Mr. Belzberg retains the voting power pursuant to a voting
         agreement with Golden Art Enterprises Inc., and (iv) 770,000 shares in
         which Mr. Belzberg retains the voting power pursuant to a voting
         agreement with Newstar Securities Ltd. See "Voting Agreements" below.

(5)      Includes (i) 360,000 shares owned by Mr. Wilson directly, and (ii)
         500,000 shares which may be issued pursuant to options owned by Mr.
         Wilson, which options are currently exercisable.

(6)      Includes (i) 396,000 shares owned by Mr. Sadler directly, and (ii)
         200,000 shares which may be issued pursuant to options owned by Mr.
         Sadler, which options are currently exercisable. Does not include
         75,000 options that are not currently exercisable.

(7)      Includes 6,000 shares owned directly by Dr. Gnam and (ii) 75,000 shares
         which may be issued pursuant to options owned by Dr. Gnam, which
         options are currently exercisable. Does not include 75,000 options that
         are not currently exercisable.

(8)      Includes (i) 160,880 shares owned directly by Mr. Cyna, (ii) 15,520
         shares owned indirectly through his wife, and (iii) 150,000 shares
         which may be issued pursuant to options owned by Mr. Cyna, which
         options are currently exercisable.

(9)      Does not include 25,000 options owned by Mr. Engels that are not
         currently exercisable.



         All of our shares carry identical voting rights.


                                       45
<PAGE>

Voting Agreements and Investor Rights Agreements

         In connection with the private placement of 1,150,000 Common Shares and
1,150,000 Warrants of the Corporation completed during 2000, each of Newstar
Securities Ltd., Golden Art Enterprise Inc. and Benvie Holdings Ltd.
(collectively, the "Investors") entered into agreements (the "Voting
Agreements") with Sidney Belzberg and Alicia Belzberg (collectively, the
"Belzbergs") pursuant to which they agreed to vote the Common Shares issued to
them under the private placement and any Common Shares issued to them upon the
exercise of such share purchase warrants (collectively, the "Subject Shares")
held by them in accordance with the terms thereof. Under the Voting Agreements,
each of the Investors is required to vote the Subject Shares registered in its
name on all matters requiring the approval of shareholders of the Corporation,
including the election of directors, as the Belzbergs may direct other than
Extraordinary Matters. The Voting Agreements cease to apply in respect of any
Subject Shares disposed of by the Investors. As at May 31, 2002, the Investors
had an aggregate of 385,000 Common Shares and 775,000 Warrants registered in
their respective names as follows:

<TABLE>
<CAPTION>
Date                        Party                                  Common Shares                    Warrants
----                        -----                                  -------------                    --------
<S>                         <C>                                    <C>                              <C>
February 14, 2000           Newstar Securities Ltd.                   370,000                        400,000
February 14, 2000           Golden Art Enterprises                     15,000                        375,000
</TABLE>

         Extraordinary Matters are defined to mean any matters to be voted upon
by holders of Common Shares in respect of which:

         (a)      the approval of holders of Common Shares is to be given by
                  special resolution;

         (b)      the approval of holders of Common Shares is to be given by a
                  "majority of the minority" or by some other super-majority; or

         (c)      the Belzbergs or the shareholder is precluded from voting any
                  Common Shares for or against the matter.

         Each Voting Agreement terminates upon the earlier of:

         (i)      the death or legal incapacity of Sidney H. Belzberg and Alicia
                  Belzberg;

         (ii)     the date upon which the aggregate number of common shares that
                  Sidney H. Belzberg, Alicia Belzberg are entitled to vote
                  represents less than 3% of the outstanding shares of Belzberg;
                  or

         (iii)    the fifth anniversary of the Voting Agreement.

The Corporation has entered into Investor Rights Agreements with the Investors,
which provide for certain registration rights in the event that the Corporation
registers any of its securities for sale to the public in the United States
under the United States Securities Act of 1933, as amended. Also, under these
agreements, the Corporation has granted pre-emptive rights to each of the
Investors which terminate upon completion of a Qualified Public Offering.



                                       46
<PAGE>

Item 8.  Financial Information

         Legal proceedings.  None.

         Dividend policy. We have not declared or paid, and have no present
intention to declare or to pay in the foreseeable future, any cash dividends
with respect to our common stock. However, if dividends are declared by our
board of directors, all shares of common stock will participate equally in the
distribution of dividends, and in the net assets in the event of the liquidation
of Belzberg.

                                       47
<PAGE>

Item 9.    The Offer and Listing

         Our common stock trades on the Toronto Stock Exchange in the Province
of Ontario under the symbol "BLZ". The TSE is monitored by the Ontario
Securities Commission. Our common stock began trading on the TSE on November 17,
2000. Before we were listed on the TSE, our common stock was traded on the
Canadian Dealing Network under the symbol "BELZ."

           On July 14, 2000, we effected a 5-for-1 stock split of our common
stock. Our common stock is not currently traded on any US trading market,
however we do plan on applying for listing on the Nasdaq National Market. The
high and low closing trading prices for each full financial quarter of our
common stock are listed in the following chart.



                                                    HIGH           LOW
                        PERIOD                     (Cdn.$)       (Cdn.$)
                        ------                     -------       -------

    Year Ended December 31, 1999:
             Fourth Quarter..................         6.00         4.90

    Year Ended December 31, 2000:
             First Quarter...................        14.40         3.80
             Second Quarter..................        10.60         6.20
             Third Quarter...................        20.00         7.00
             Fourth Quarter..................        20.00        12.50

    Year Ended December 31, 2001:
             First Quarter...................        14.50         7.50
             Second Quarter..................        10.60         6.70
             Third Quarter...................         8.50         3.25
             Fourth Quarter..................         6.70         3.00

    Year Ended December 31, 2002:
             First Quarter...................         6.15         3.75
             Second Quarter(1)...............         5.35         3.55
------------------------
(1) Through June 11, 2002


                                       48
<PAGE>


The high and low closing trading prices for each month, since December 2001, of
our common stock are listed in the following chart.

                                                  HIGH                  LOW
                         PERIOD                  (Cdn.$)              (Cdn.$)
                         ------                  -------              -------

                December 2001                     4.35                 3.65
                January 2002                      6.15                 3.75
                February 2002                     6.00                 5.25
                March 2002                        5.95                 4.85
                April 2002                        5.35                 3.55
                May 2002                          4.68                 3.55

----------------------
Figures reflect the 5-for-1 stock split of our common stock effective July 14,
2000.

         Our shares of common stock are in registered form when issued. All of
the shares outstanding are "restricted shares" within the meaning of Rule 144 of
the Securities Act of 1933 and may be publicly sold only if registered under the
Securities Act or sold in accordance with an applicable exemption from
registration, such as Rule 144.

         As of May 31, 2002, there were 11,033,424 shares of our common stock
outstanding, there were approximately 28 registered holders of our common stock,
of which approximately 6% of the total outstanding common stock was held by 7
registered holders located in the United States.

Item 10.  Additional information

Memorandum and Articles of association

         The following presents a description of certain terms and provisions of
our articles of incorporation and by-laws.

         General

         We were incorporated in the Province of Ontario, Canada on November 30,
1993 and operate under the Business Corporation Act (Ontario).

         Our corporate objectives and purpose are unrestricted.

         Directors

         Our by-laws provide that a director who has a material interest in any
transaction with us must disclose such interest and shall not vote on any
resolution to approve the transaction.

         Our by-laws provide our directors the following borrowing powers,
subject to the Business Corporations Act (Ontario):

         -        borrow money upon Belzberg's credit;

                                       49
<PAGE>

         -        issue, reissue, sell or pledge bonds, debentures, notes or
                  other evidences of indebtedness or guarantee of our company,
                  whether secured or unsecured;

         -        give directly or indirectly financial assistance to any person
                  by means of a loan, a guarantee or otherwise on behalf of us
                  to secure performance of any present or future indebtedness,
                  liability or obligation of any person; and

         -        mortgage, hypothecate, pledge or otherwise create a security
                  interest in all or any currently owned or subsequently
                  acquired real or personal, movable or immovable, property of
                  our company including book debts, rights, powers, franchises
                  and undertakings, to secure any such bonds, debentures, notes
                  or other evidences of indebtedness or guarantee or any other
                  present or future indebtedness, liability or obligation our
                  company, reissue, sell or pledge bonds, debentures, notes or
                  other evidences of indebtedness or guarantee

Annual and special meetings

         The annual meeting and special meetings of shareholders are held at
such time and place as the board of directors, the chairman of the board, the
managing directors or the president shall determine. Notice of meetings is sent
out to shareholders not less than 21 nor more than 51 days before the date of
such meeting.

Investment Canada Act

         There are no laws, governmental decrees or regulations in Canada that
restrict the export or import of capital or which affect the remittance of
dividends, interest or other payments to non-resident holders of our stock,
other than withholding tax requirements.

         There are no limitations under the laws of Canada or the Province of
Ontario, or in our constating documents, with respect to the right of
non-resident or foreign owners to hold or vote our common stock other than those
imposed by the Investment Canada Act.

         The Investment Canada Act is a Canadian federal statute which regulates
the acquisition of control of existing Canadian businesses and the establishment
of new Canadian businesses by an individual, a government or entity that is a
"non-Canadian" as that term is defined in the Investment Canada Act.

         We believe that we are not currently "non-Canadian" for purposes of the
Investment Canada Act. Should we Company become "non-Canadian" in the future,
acquisitions of control of Canadian businesses by us would become subject to
review under the Act. Generally, the direct acquisition by a "non-Canadian" of
an existing Canadian business with gross assets of $5,000,000 or more is
reviewable under Act. Should the Company become "non-Canadian" in the future, we
believe that we would likely qualify as a "WTO investor, as defined in the
Investment Canada Act." Generally, a "WTO Investor" is an individual, other than
a Canadian, who is a national of a country, which is a member of the World Trade
Organization. In the case of a person, which is not an individual, a WTO
investor is a person which, is ultimately controlled by individuals, other than
Canadians, who are nationals of a WTO member. Currently there are 134 countries,
which are members of the WTO, including virtually all countries of the Western
world. Generally, in situations involving "WTO investors", indirect acquisitions
are generally not reviewable under the Act; as of 2002, the threshold for review
of acquisitions by "WTO investors" was acquired-business assets of $218 million.
Conversely, in acquisitions of Canadian businesses engaged in the production of
uranium, the provision of financial or transportation services or "cultural"
businesses (relating to Canada's culture heritage or national identity), the
benefit of the relatively high "WTO investor" thresholds do not apply.

                                       50
<PAGE>

         In the future, Belzberg may acquire providers of financial services.
Investments to establish new, unrelated businesses are not generally reviewable
under the Act. Investments to establish a new business that is related to the
non-Canadian's existing business in Canada is not notifiable under the
Investment Canada Act unless such investment relates to Canada's cultural
heritage or national identity.

         Investments which are reviewable under the Investment Canada Act are
reviewed by the Minister, designated as being responsible for the administration
of the Investment Canada Act. Reviewable investments, generally, may not be
implemented prior to the Minister's determining that the investment is likely to
be of "net benefit to Canada" based on the criteria set out in the Investment
Canada Act. Generally investments by non-Canadians consisting of the acquisition
of control of Canadian businesses which acquisitions are otherwise
non-reviewable or the establishment of new Canadian businesses require that a
notice be given under the Investment Canada Act in the prescribed form and
manner.

         To date, the Investment Canada Act has had no practical effect on our
operations and/or financial condition. Moreover the Investment Canada Act has
not and will not create an impediment to an unsolicited take-over of us as our
asset base is approximately Cdn$15,671,000 as at March 31, 2002. Accordingly any
proposed take-over of us by a "non-Canadian" would likely be subject only to the
simple "notification" requirements of the Investment Canada Act as in all
likelihood that non-Canadian would be a "WTO investor" for purposes of the
Investment Canada Act. Generally, a "WTO investor" is an individual, other than
a Canadian, who is a national of a country which is a member of the World Trade
Organization. In the case of a person which is not an individual, a WTO investor
is a person which, generally, is ultimately controlled by individuals, other
than Canadians, who are nationals of a WTO member. Currently there are 134
countries which are members of the WTO, including virtually all countries of the
Western world. We would have to have an asset base of at least Cdn$184 million
before the "reviewable" transaction provisions of the Investment Canada Act
became relevant for consideration by a third party non-Canadian acquirer, which
is not a WTO investor.

Taxation

         The following is a general summary only and should not be considered as
income tax advice or relied upon for tax planning purposes.

Certain Canadian Federal Income Tax Consequences

         The following is a general summary of the principal Canadian federal
income tax considerations generally applicable to a person who holds our common
stock and who, at all relevant times, for the purposes of the Income Tax Act
(Canada) (the "Act") is not and has never been resident or deemed to be resident
in Canada, deals at arm's length and is not affiliated with us, holds his/her
common stock as capital property, does not use or hold (and will not use or
hold) and is not deemed to use or hold his/her Common Stock in, or in the course
of, carrying on a business in Canada and does not carry on an insurance business
in Canada and elsewhere (a "Non-Resident Holder").

         The summary is based on the current provisions of the Act and the
regulations thereunder and our understanding of the current published
administrative positions, and assessing policies of the Canada Customs and
Revenue Agency (the "CCRA"). This summary takes into account all specific
proposals to amend the Act and the regulations publicly announced by the
Minister of Finance (Canada) prior to the date hereof (the "Proposed
Amendments") although no assurances can be given that such Proposed Amendments
will be enacted in the form proposed or at all. This summary does not otherwise
take into account or anticipate any other changes in law, whether by judicial,
governmental or legislative action or decision or other changes in
administrative positions or assessing policies of the CCRA nor does it take into
account any provincial, territorial, local or foreign tax considerations. The
provisions of provincial income tax legislation may vary from province to
province in Canada and, in some cases, differ from federal tax legislation.

                                       51
<PAGE>

         This summary is of a general nature only and is not intended to be, nor
should it be construed to be, legal or tax advice to any particular holder.
Accordingly, holders and prospective holders of our common stock should consult
their own tax advisors with respect to their particular circumstances, including
the application and effect of the income and other tax laws of any country,
province, state or local tax authority.


Item 10.  Additional information

         Common stock. We presently are authorized to issue an unlimited number
of shares of our common stock, no par value per share. As at May 31, 2002, we
had 11,033,424 shares of our common stock issued and outstanding.

         The holders of our common stock will elect all directors and are
entitled to one vote for each share. All shares of our common stock will
participate equally in dividends if declared by our board of directors, and in
net assets in the event of the liquidation of Belzberg. All shares of our common
stock presently outstanding are duly authorized, validly issued, fully paid and
non-assessable by Belzberg. Our shares of common stock have no preference,
conversion, exchange, preemptive or cumulative voting rights.

         Options. Set forth below is a table summarizing the 4,363,300
outstanding options to purchase shares of our common stock issued under our
Stock Option Plan as of May 31, 2002.

<TABLE>
<CAPTION>
                                   Outstanding                                        Exercisable
-----------------------------------------------------------------------------------------------------------------
            Range of          Number         Weighted          Weighted        Number            Weighted
        Exercise Prices    Outstanding   Average Exercise   Average Exercise   Exercisable   Average Exercise
                                        Remaining Life (a       Price                              Price
-----------------------------------------------------------------------------------------------------------------

<S>                                       <C>                <C>              <C>            <C>
          $3.00 - $5.00      2,603,800         4.66              $4.67        2,429,400           $4.71
          $5.50 - $9.00      1,197,500         3.70               7.68          921,250            7.62
        $10.00 - $18.00        562,000         3.90              14.32          330,667           13.38
                       ------------------------------------------------------------------------------------------
                             4,363,300         4.30              $6.74        3,681,317           $6.22
                       ==========================================================================================
</TABLE>
(a) Weighted average contractual remaining life in years.

         In addition to the foregoing, as of May 31, 2002, Belzberg had issued
compensation options to the underwriters of our Special Warrant Offering that
was completed on June 14, 2002. Such compensation options entitle the holders to
purchase 177,450 units consisting of one common share and one-quarter of one
share purchase warrant of the Company at a price of $5.25 per unit expiring
October 16, 2003. Each whole share purchase warrant entitles the holder to
purchase an additional common share at a price of $5.50 per share expiring
October 16, 2003.

         Warrants. As at May 31, 2002, Belzberg had issued 1,750,000 share
purchase warrants with various private placements of its common shares. Each
share purchase warrant may be exercised at the below-referenced exercise price
to purchase one (1) common share. Set forth below is a table summarizing all
outstanding share purchase warrants of the Company's common stock.


                                       52
<PAGE>

Warrants

         A total of 1,750,000 share purchase warrants ("Warrants") were issued
and outstanding at May 31, 2002. Each outstanding Warrant entitles the holder
thereof to purchase a Common Share as follows:

         (a)      550,000 Warrants are exercisable at a price of $4.00 per share
                  on the earlier of February 10, 2005 and the first anniversary
                  of the date that a Qualified Public Offering has been
                  completed by the Company.

         (b)      500,000 Warrants are exercisable at a price of $5.00 per share
                  on the earlier of February 14, 2005 and the first anniversary
                  of the date that a Qualified Public Offering has been
                  completed by the Company.

         (c)      100,000 Warrants are exercisable at a price of $4.00 per share
                  on the earlier of June 30, 2005 and the first anniversary of
                  the date that a Qualified Public Offering has been completed
                  by the Company.

         (d)      600,000 Warrants are exercisable at a price of $10.00 per
                  share on or before February 14, 2003.

         A Qualified Public Offering is defined to mean a firm commitment
underwritten public offering of Common Shares of the Company in which the
aggregate purchase price paid by the public is at least $25,000,000 and in which
the offering price of the Common Shares is at least $5.00 per share.

Special Warrants

         In addition to the foregoing, pursuant to an underwriting agreement
dated as of April 1, 2002 with Haywood Securities Inc. and Sprott Securities
Inc. (collectively, the "Underwriters") Belzberg sold 2,730,000 Special Warrants
to investors at a price of $5.25 per Special Warrant.

         An aggregate of 2,730,000 common shares and 682,504 Share Purchase
Warrants were issued upon exercise of the Special Warrants on June 21, 2002.

         Subject to adjustment, each Share Purchase Warrant entitles the holder
thereof to purchase one common share of the Company at any time on or before
October 16, 2003 at a price of $5.50 per common share.

Dividends on Common Stock

         Dividends paid or credited or deemed under the Act to be paid or
credited on our common stock held by a Non-Resident Holder will be subject to
Canadian non-resident withholding tax at a general rate of 25%. This rate may be
reduced pursuant to the terms of an applicable tax treaty between Canada and the
country of residence of the Non-Resident Holder. Dividends paid or credited or
deemed under the Act to be paid or credited on our common stock held by a
Non-Resident Holder who is resident in the United States for purposes of the
Canada- United States Income Tax Convention will generally be subject to
Canadian non-resident withholding tax at a rate of 15%.

                                       53
<PAGE>

Disposition of Common Stock

         A Non-Resident Holder will not be subject to tax under the Act in
respect of any capital gain realized on a disposition of shares of our common
stock unless at the time of such a disposition such shares constitute taxable
Canadian property of the Non-Resident Holder for purposes of the Act and such
Non-Resident Holder is not entitled to relief under an applicable tax treaty
between Canada and the country of residence of the Non-Resident Holder.

         Shares of our common stock will generally not constitute taxable
Canadian property of a Non-Resident Holder at a particular time provided that
such shares are listed on a prescribed stock exchange (which currently includes
the TSX) at that time unless at any time during the sixty month period
immediately preceding the disposition of such shares of our common stock, the
Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at
arm's length, or the Non-Resident Holder together will all such persons, owned
25% or more of the shares of any class or series of our capital stock. For this
purpose, a Non-Resident Holder will be considered to own any share in respect of
which such holder or a person not dealing at arm's length with such holder has
an interest or option or other right to acquire. Under certain circumstances,
shares of common stock may be deemed to be taxable Canadian property. In the
event that shares of our common stock constitute taxable Canadian property to a
particular Non-Resident Holder, capital gains realized on the disposition our
common stock held by a Non-Resident Holder who is resident in the United States
for purposes of the Canada-United States Income Tax Convention will generally
not be subject to Canadian tax unless the value of the shares is derived
principally from real property situated in Canada or the shares form part of the
business property of a permanent establishment or fixed base which such holder
has or had in Canada within the 12 month period preceding the disposition.
Provided that at the time a Non- Resident Holder disposes of shares of our
common stock, such shares are listed on a prescribed stock exchange, the
notification and withholding provisions of Section 116 of the Act will not
apply.

         A purchase of shares of our common stock by the Company itself (other
than a purchase of shares of our common stock in the open market in the manner
in which shares would normally be purchased by any member of the public in the
open market) will give rise to a deemed dividend under the Act equal to the
amount, if any, by which the amount paid by us on the purchase exceeds the
paid-up capital of such shares determined in accordance with the Act. The
paid-up capital may be less than the Non-Resident Holder's adjusted cost base of
such shares. Any such dividend deemed to have been received by a Non-Resident
Holder will be subject to non-resident withholding tax as described above. The
amount of such deemed dividend will reduce the proceeds of disposition of the
shares of our common stock to the Non-Resident Holder for purposes of computing
the Non-Resident Holder's capital gain or loss under the Act.

Certain United States Federal Income Tax Consequences

         The following is a general discussion of certain possible United States
federal income tax consequences, under current law, generally applicable to a
U.S. Holder (as defined below) of our common stock.

         As used herein, a "U.S. Holder" means a holder of our common stock who
is a citizen or individual resident of the United States, a company or
partnership created or organized in or under the laws of the United States or of
any political subdivision thereof or a trust whose income is taxable in the
United States irrespective of source. This summary does not address the tax
consequences to, and U.S. Holder does not include persons subject to specific
provisions of federal income tax law, such as tax-exempt organizations,
qualified retirement plans, individual retirement accounts and other
tax-deferred accounts, financial institutions, insurance companies, real estate
investment trusts, regulated investment companies, broker-dealers, nonresident
alien individuals, persons or entities that have a "functional currency" other
than the U.S. dollar, shareholders who hold our common stock as part of a
straddle, hedging or a conversion transaction, and shareholders who acquired
their stock through the exercise of employee stock options or otherwise as
compensation for services. This summary is limited to U.S. Holders who own our
common stock as capital assets. This summary does not address the consequences
to a person or entity holding an interest in a shareholder or the consequences
to a person of the ownership, exercise or disposition of any options, warrants
or other rights to acquire our common stock.

                                       54
<PAGE>

         This summary does not address the consequences to a person or entity
holding an interest in a shareholder or the consequences to a person of the
ownership, exercise or disposition of any options, warrants or other rights to
acquire our common stock. This discussion does not address all potentially
relevant federal income tax matters and it does not address consequences
peculiar to persons subject to special provisions of federal income tax law,
such as those described below as excluded from the definition of a U.S. Holder.
In additions, this discussion does not cover any state, local or foreign tax
consequences.

         The following discussion is based upon the sections of the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published
Internal Revenue Service ("IRS") rulings, published administrative positions of
the IRS and court decisions that are currently applicable, any or all of which
could be materially and adversely changed, possibly on a retroactive basis, at
any time. This discussion does not consider the potential effects, both adverse
and beneficial, of any recently proposed legislation which, if enacted, could be
applied, possibly on a retroactive basis, at any time. This discussion is for
general information only and it is not intended to be, nor should it be
construed to be, legal or tax advice to any holder or prospective holder of our
common stock and no opinion or representation with respect to the United States
federal income tax consequences to any such holder or prospective holder is
made. Accordingly, holders and prospective holders of our common stock should
consult their own tax advisors about the federal, state, local, and foreign tax
consequences of purchasing, owning and disposing of our common stock.


Distributions on the Company's Common Stock

         U.S. Holders receiving dividend distributions (including constructive
dividends) with respect to our common stock are required to include in gross
income for United States federal income tax purposes the gross amount of such
distributions equal to the U.S. dollar value of such dividends on the date of
receipt (based on the exchange rate on such date) to the extent that we have
current or accumulated earnings and profits, without reduction for any Canadian
income tax withheld from such distributions. Such Canadian tax withheld may be
credited, subject to certain limitations, against the U.S. Holder's United
States federal income tax liability or, alternatively, may be deducted in
computing the U.S. Holder's United States federal taxable income by those who
itemize deductions. (See more detailed discussion at "Foreign Tax Credit"
below.) To the extent that distributions exceed our current or accumulated
earnings and profits, they will be treated first as a return of capital up to
the U.S. Holder's adjusted basis in our commons and thereafter as gain from the
sale or exchange of our common stock. Preferential tax rates for long-term
capital gains are applicable to a U.S. Holder which is an individual, estate or
trust. There are currently no preferential tax rates for long-term capital gains
for a U.S. Holder which is a company. In the case of foreign currency received
as a dividend that is not converted by the recipient into U.S. dollars on the
date of receipt, a U.S. Holder will have a tax basis in the foreign currency
equal to its U.S. dollar value on the date of receipt. Generally any gain or
loss recognized upon a subsequent sale or other disposition of the foreign
currency, including the exchange for U.S. dollars, will be ordinary income or
loss. However, an individual whose realized gain does not exceed $200 will not
recognize that gain, to the extent that there are no expenses associated with
the transaction that meet the requirement for deductibility as a trade or
business expense (other than travel expenses in connection with a business trip)
or as an expense for the production of income.

                                       55
<PAGE>

         Dividends paid on our common stock will not generally be eligible for
the dividends received deduction provided to companies receiving dividends from
certain United States Companies. A U.S. Holder which is a company may, under
certain circumstances, be entitled to a 70% deduction of the United States
source portion of dividends received from us (unless the company qualifies as a
"foreign personal holding company" or a "passive foreign investment company," as
defined below) if such U.S. Holder owns shares representing at least 10% of our
voting power and value. The availability of this deduction is subject to several
complex limitations, which are beyond the scope of this discussion.

         Under current temporary Treasury Regulations, dividends paid on our
common stock, if any, generally will not be subject to information reporting and
generally will not be subject to U.S. backup withholding tax. However, dividends
paid, and the proceeds of a sale of our common stock, in the U.S. through a U.S.
or U.S. related paying agent (including, a broker) will be subject to U.S.
information reporting requirements and may also be subject to the 31% U.S.
backup withholding tax, unless the paying agent is furnished with a duly
completed and signed Form W-9. Any amounts withheld under the U.S. backup
withholding tax rules will be allowed as a refund or a credit against the U.S.
Holder's U.S. federal income tax liability, provided the required information is
furnished to the IRS. It should be noted, however, that under proposed Treasury
Regulations which are not yet effective and which are only to be applied
prospectively, any dividends paid on our common stock will be subject to
information reporting and potential 31% U.S. backup withholding tax. Whether and
when such proposed regulations will become effective cannot be determined at
this time.

Foreign Tax Credit

         A U.S. Holder who pays (or has withheld from distributions) Canadian
income tax with respect to the ownership of our common stock may be entitled, at
the option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld. Generally, it will be more advantageous to claim a
credit because a credit reduces United States federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income
subject to tax. This election is made on a year-by-year basis and applies to all
foreign taxes paid by (or withheld from) the U.S. Holder during that year. There
are significant and complex limitations which apply to the credit, among which
is the general limitation that the credit cannot exceed the proportionate share
of the U.S. Holder's United States income tax liability that the U.S. Holder's
foreign source income bears to his or its worldwide taxable income. In the
determination of the application of this limitation, the various items of income
and deduction must be classified into foreign and domestic sources. Complex
rules govern this classification process. In addition, this limitation is
calculated separately with respect to specific classes of income such as
"passive income," "high withholding tax interest," "financial services income,"
"shipping income," and certain other classifications of income. Dividends
distributed by us will generally constitute "passive income" or, in the case of
certain U.S. Holders, "financial services income" for these purposes. The
availability of the foreign tax credit and the application of the limitations on
the credit are fact specific, and holders and prospective holders of our common
stock should consult their own tax advisors regarding their individual
circumstances.

Disposition of Company's Common Stock

         A U.S. Holder will recognize gain or loss upon the sale of our common
stock equal to the difference, if any, between (i) the amount of cash plus the
fair market value of any property received, and (ii) the shareholder's tax basis
in our common stock. This gain or loss will be capital gain or loss if our
common stock is a capital asset in the hands of the U.S. Holder, which will be a
short-term or long-term capital gain or loss depending upon the holding period
of the U.S. Holder. Gains and losses are netted and combined according to
special rules in arriving at the overall capital gain or loss for a particular
tax year. Deductions for net capital losses are subject to significant
limitations. For U.S. Holders which are individuals, any unused portion of such
net capital loss may be carried over to be used in later tax years until such
net capital loss is thereby exhausted. For U.S. Holders that are companies
(other than companies subject to Subchapter S of the Code), an unused net
capital loss may be carried back three years from the loss year and carried
forward five years from the loss year to be offset against capital gains until
such net capital loss is thereby exhausted.


                                       56
<PAGE>

Other Considerations

         In the following circumstances, the above sections of this discussion
may not describe the United States federal income tax consequences resulting
from the holding and disposition of our common stock.

Foreign Personal Holding Company

         If at any time during a taxable year more than 50% of the total
combined voting power or the total value of our outstanding shares is owned,
directly or indirectly, by five or fewer individuals who are citizens or
residents of the United States and 60% or more of our gross income for such year
was derived from certain passive sources (e.g., from dividends received from its
subsidiaries), we may be treated as a "foreign personal holding company." In
that event, U.S. Holders that hold our common stock would be required to include
in gross income for such year their allocable portions of such passive income to
the extent we do not actually distribute such income.

Foreign Investment Company

         If 50% or more of the combined voting power or total value of our
outstanding shares are held, directly or indirectly, by citizens or residents of
the United States, United States domestic partnerships or companies, or estates
or trusts other than foreign estates or trusts (as defined by the Code Section
7701(a)(31)), and we are found to be engaged primarily in the business of
investing, reinvesting, or trading in securities, commodities, or any interest
therein, it is possible that we may be treated as a "foreign investment company"
as defined in Section 1246 of the Code, causing all or part of any gain realized
by a U.S. Holder selling or exchanging our common stock to be treated as
ordinary income rather than capital gain.

Passive Foreign Investment Company

         As a foreign company with U.S. Holders, we could potentially be treated
as a passive foreign investment company ("PFIC"), as defined in Section 1296 of
the Code, depending upon the percentage of our income which is passive, or the
percentage of our assets which is producing passive income. U.S. Holders owning
common stock of a PFIC are subject to an additional tax and to an interest
charge based on the value of deferral of tax for the period during which the
common stock of the PFIC are owned, in addition to treatment of gain realized on
the disposition of common stock of the PFIC as ordinary income rather than
capital gain. However, if the U.S. Holder makes a timely election to treat a
PFIC as a qualified electing fund ("QEF") with respect to such shareholder's
interest therein, the above-described rules generally will not apply. Instead,
the electing U.S. Holder would include annually in his gross income his pro rata
share of the PFIC's ordinary earnings and net capital gain regardless of whether
such income or gain was actually distributed. A U.S. Holder of a QEF can,
however, elect to defer the payment of United States federal income tax on such
income inclusions. In addition, taxpayers owning (actually or constructively)
marketable stock in a PFIC will be permitted to elect to mark that stock to
market annually, rather than be subject to the excess-distribution regime of
Section 1291. Amounts included in or deducted from income under this regime (and
actual gains and losses realized upon disposition, subject to certain
limitations) will be treated as ordinary. The provision will apply to taxable
years of U.S. persons beginning after 1997, and taxable years of foreign
corporations ending with or within such taxable years of U.S. persons. Special
rules apply to U.S. Holders who own their interests in a PFIC through
intermediate entities or persons. We believe that we are not a PFIC for its
fiscal years ended December 31, 1996 and 1997. We may have been a PFIC in
earlier fiscal years and may be a PFIC in our current and subsequent fiscal
years. If in our current or in a subsequent year we conclude that we are a PFIC,
we intend to make information available to enable a U.S. Holder to make a QEF
election in that year. There can be no assurance that our determination
concerning the PFIC status will not be challenged by the IRS, or that we will be
able to satisfy record keeping requirements which will be imposed on QEF's.

                                       57
<PAGE>

Controlled Foreign Company

         If more than 50% of the voting power of all classes of stock or the
total value of the stock of our company is owned, directly or indirectly, by
citizens or residents of the United States, United States domestic partnerships
and companies or estates or trusts other than foreign estates or trusts, each of
whom own 10% or more of the total combined voting power of all of our classes of
stock ("United States shareholder"), we could be treated as a "controlled
foreign company" under Subpart F of the Code. This classification would effect
many complex results one of which is the inclusion of certain income of a CFC
which is subject to current U.S. tax. The United States generally taxes the U.S.
10-percent shareholders of a CFC currently on their pro rata shares of the
subpart F income of the CFC. In effect, the Code treats those U.S. shareholders
as having received a current distribution out of the CFC's subpart F income.
Such shareholders also are subject to current U.S. tax on their pro rata shares
of the CFC's earnings invested in U.S. property. The foreign tax credit may
reduce the U.S. tax on these amounts. In addition, under Section 1248 of the
Code, gain from the sale or exchange of stock by a holder of common stock of our
company who is or was a United States shareholder at any time during the five
year period ending with the sale or exchange is treated as ordinary dividend
income to the extent of earnings and profits of our company attributable to the
stock sold or exchanged. Note that the overlap between the PFIC and CFC rules
generally will be eliminated for 10-percent U.S. shareholders of a CFC. Where a
foreign corporation is both a PFIC and a CFC, the provision generally will treat
the foreign corporation as a non-PFIC with respect to 10-percent U.S.
shareholders of the CFC. The change generally will be effective for taxable
years of U.S. persons beginning after 1997, and for taxable years of foreign
corporations ending with or within such taxable years of U.S. persons. Special
rules are provided for stock held by PFIC shareholders subject to the rules
applicable to non-qualified funds. Because of the complexity of Subpart F, and
because it is not clear that Subpart F would apply to our holders of common
stock, a more detailed review of these rules is outside of the scope of this
discussion.

Dividend Restrictions

         We have not declared or paid, and have no present intention to declare
or to pay in the foreseeable future, any cash dividends with respect to our
common stock. We currently intend to retain any earnings for reinvestment in our
business. However, if dividends are declared by our board of directors, all
shares of common stock will participate equally in the dividends and in net
assets in the event of our liquidation.

         Transfer agent and registrar. Computer Share Investor Services, 100
University Avenue, 11th Flr., Toronto, Ontario M5J 2YI acts as transfer agent
and registrar for the our common stock.

                                       58
<PAGE>

Enforceability of Civil Liabilities Against Foreign Persons

         We are formed under the laws of the Province of Ontario, Canada. Many
of our assets are located outside the United States. In addition, a majority of
the members of our board of directors and our officers and the experts named in
this registration statement are residents of countries other than the United
States. Consequently, it may be impossible for you to effect service of process
within the United States upon us or these persons or to enforce against us or
these persons any judgments in Civil and commercial matters, including judgments
under United States federal securities laws. In addition, a Canadian court may
not permit you to bring an original action in Canada or to enforce in Canada a
judgment of a U.S. court based upon civil liability provisions of U.S. federal
securities laws. No treaty exists between the United States and Canada for the
reciprocal enforcement of foreign court judgments. However, a judgment of a U.S.
court predicated solely upon civil liability under the United States federal
securities law would probably be enforceable in Canada if the U.S. court in
which the judgment was obtained had a basis for jurisdiction in the matter that
was recognized by a Canadian court for such purposes but there is still
uncertainty whether an action could be brought in Canada in the first instance
on the basis of liability predicated solely upon such laws.

Item 11.  Quantitative and qualitative disclosures about market risk

         Not applicable.


Item 12.  Description of securities other than equity securities

         Not applicable.


                                       59
<PAGE>


                                     PART II

Item 13.  Defaults, dividend arrearages and delinquencies

         Not applicable

Item 14.  Material modifications to the rights of security holders and use
          of proceeds

         Not applicable

Item 15. [reserved]

Item 16. [reserved]

                                    PART III

Item 17.  Financial statements

         Our financial statements filed as part of this registration statement
are listed in Item 19, "Financial Statements and Exhibits."

         All financial statement in this Form 20-F, unless otherwise stated, are
presented in accordance with Canadian GAAP. Such financial statements have been
reconciled to United States GAAP.

Item 18.  Financial Statements

         Not applicable.


                                       60
<PAGE>



Item 19.  Financial statements and exhibits

(a)      Financial Statements


1.       Deloitte & Touche LLP Auditors' Report on consolidated balance sheets
         of Belzberg Technologies Inc. as at December 31, 2001 and 2000 and the
         consolidated statements of operations and deficit and of cash flows for
         the years ended December 31, 2001, 2000, and 1999.

2.       Consolidated balance sheets of Belzberg Technologies Inc. as at
         December 31, 2001 and 2000.

3.       Consolidated statements of operations and deficit for the years ended
         December 31, 2001, 2000, and1999.

4.       Consolidated statements of cash flows for the years ended December 31,
         2001, 2000, and 1999.

5.       Notes to the consolidated financial statements of Belzberg Technologies
         Inc. for the years ended December 31, 2001, 2000, and 1999.

(b)      Exhibits

Exhibit No.                Description
-----------                -----------

1.1      Articles of Incorporation of Belzberg Financial Markets International
         Inc. dated November 30, 1993.**

1.2      Articles of Amendment of Belzberg Financial Markets International Inc.
         dated June 13, 1994.**

1.3      Articles of Amendment of Belzberg Financial Markets and News
         International Inc. dated May 14, 1996.**

1.4      Articles of Amendment of Belzberg Financial Markets and News
         International Inc. dated July 14, 2000.**

1.5      By-laws of Belzberg Technologies Inc.**

2.1      Form of common stock certificate.**

2.2      Form of Warrant

3.1      Stock Option Plan.**

3.2      Lease, dated February 28, 2000 for space located at 40 King Street
         West, Toronto, Ontario. **

3.3      Voting Agreement between Benvie Holdings Ltd. and Sidney H. Belzberg
         and Alicia Belzberg dated February 10, 2000.**

3.4      Voting Agreement between Golden Art Enterprises Inc. and Sidney H.
         Belzberg and Alicia Belzberg dated February 14, 2000.**


                                       61
<PAGE>

3.5      Voting Agreement between Newstar Securities Ltd. and Sidney H. Belzberg
         and Alicia Belzberg dated February 10, 2000.**

3.6      Amended and Restated Voting Agreement between Newstar Securities Ltd.
         and Sidney H. Belzberg and Alicia Belzberg dated February 14, 2000.**

3.7      Employment Agreement, dated August 15, 1996, with Donald W. Wilson.**

3.8      Employment Agreement, dated April 5, 1999, Lawrence J. Cyna**

--------------------
**       Incorporated by reference to the company's registration statement on
         Form 20-F filed on December 18, 2000.


                                       62
<PAGE>


     The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this registration statement in its behalf.

                            BELZBERG TECHNOLOGIES INC.





                            By: /s/ ALICIA BELZBERG
                                -------------------------------
                               Name:  Alicia Belzberg
                               Title: Executive Vice President

Date: July 1, 2002


                                       63
<PAGE>



Consolidated Financial Statements of


BELZBERG TECHNOLOGIES INC.

December 31, 2001 and 2000

(in Canadian dollars)


<PAGE>




Auditors' Report

To the Shareholders of
Belzberg Technologies Inc.

We have audited the consolidated balance sheets of Belzberg Technologies Inc.
(the "Corporation") as at December 31, 2001 and 2000 and the consolidated
statements of operations and deficit and of cash flows for each of the years in
the three-year period ended December 31, 2001. These financial statements are
the responsibility of the Corporation's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Corporation as at December 31,
2001 and 2000 and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2001 in accordance with
Canadian generally accepted accounting principles.

Deloitte & Touche LLP
Chartered Accountants

Toronto, Ontario
March 1, 2002


Comments by Auditors for U.S. Readers on Canada--
U.S. Reporting Differences

In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph outlining changes in accounting principles
that have been implemented in the financial statements. In the year ended
December 31, 2001, the Corporation implemented the recommendation of the
Canadian Institute of Chartered Accountants Handbook Section 3500, Earnings Per
Share. The impact of this change in accounting policy is set out in Note 2 to
the financial statements.

Deloitte & Touche LLP
Chartered Accountants

Toronto, Ontario
March 1, 2002


<PAGE>

BELZBERG TECHNOLOGIES INC.
Consolidated Balance Sheets
December 31, 2001 and 2000
in Canadian dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          2001          2000
                                                      -----------    -----------
<S>                                                   <C>            <C>
ASSETS

CURRENT

   Cash and cash equivalents                          $ 6,361,427    $ 5,641,924
   Accounts receivable (Note 3)                         4,715,206      3,718,582
   Government assistance receivable                            --      1,149,779
   Prepaid expenses and other receivables                 970,681        316,708
--------------------------------------------------------------------------------
                                                       12,047,314     10,826,993

   RESTRICTED CASH (Note 4)                                    --         81,000
   CAPITAL ASSETS (Note 5)                              4,647,962      3,751,182
   GOODWILL, net of accumulated amortization
     of $142,838 and $47,711, respectively (Note 6)   $   755,239        800,350
--------------------------------------------------------------------------------
                                                      $17,450,515    $15,459,525
================================================================================

   LIABILITIES
   CURRENT
     Accounts payable and accrued liabilities         $ 1,961,393    $ 1,370,967
     Consideration payable (Note 6)                       362,674             --
     Deferred revenue                                     786,870      1,031,144
     Bank loan (Note 8)                                   633,211             --
     Current portion of obligations under capital
       lease (Note 9)                                   1,390,296        862,286
--------------------------------------------------------------------------------
                                                        5,134,444      3,264,397

   DEFERRED REVENUE                                         9,224        112,424
   OBLIGATIONS UNDER CAPITAL LEASE (Note 9)             1,502,138      1,418,091
--------------------------------------------------------------------------------
                                                        6,645,806      4,794,912
--------------------------------------------------------------------------------
   COMMITMENTS (Note 14)
   SHAREHOLDERS' EQUITY
   CAPITAL STOCK (Note 10)                             22,813,253     17,957,181
   WARRANTS (Note 10(d))                                1,782,900      1,782,900
   DEFICIT                                            (13,791,444)    (9,075,468)
--------------------------------------------------------------------------------
                                                       10,804,709     10,664,613
--------------------------------------------------------------------------------
                                                       17,450,515     15,459,525
================================================================================
</TABLE>

APPROVED ON BEHALF OF THE BOARD

..................................Director

..................................Director

                                                                    Page 1 of 25
<PAGE>
BELZBERG TECHNOLOGIES INC.
Consolidated Statements of Operations and Deficit
Years ended December 31, 2001,2000, and 1999
(in Canadian dollars)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                     2001           2000           1999
                                                                 ------------   ------------    -----------
<S>                                                              <C>            <C>             <C>
REVENUE                                                          $ 24,460,071   $ 11,951,029    $ 5,904,099

COST OF REVENUE                                                    10,512,684      4,529,979      2,172,738
-----------------------------------------------------------------------------------------------------------
GROSS MARGIN                                                       13,947,387      7,421,050      3,731,361
-----------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
  Sales and marketing                                               5,071,933      2,721,046      1,874,096
  Research and development
    Expenditures                                                    3,061,699      2,010,663      1,794,081
    Government assistance                                                  --     (1,149,779)            --
  Administration                                                    6,582,597      2,676,014      2,356,019
-----------------------------------------------------------------------------------------------------------
                                                                   14,716,229      6,257,944      6,024,196
-----------------------------------------------------------------------------------------------------------

OPERATING EARNINGS (LOSS) FROM CONTINUING
  OPERATIONS BEFORE UNDERNOTED ITEMS                                 (768,842)     1,163,106     (2,292,835)

    Amortization                                                    1,799,338        841,279        219,591
    Write-down of leasehold improvements                              153,195             --        112,500
    Interest expense                                                  466,048        166,393         25,123
    Stock exchange listing costs                                           --        525,198             --
    Interest income                                                  (311,965)      (226,993)            --
-----------------------------------------------------------------------------------------------------------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                (2,875,458)      (142,771)    (2,650,049)

INCOME TAXES (Note 11)                                                 15,685          5,063          9,019
-----------------------------------------------------------------------------------------------------------

LOSS FROM CONTINUING OPERATIONS                                    (2,891,143)      (147,834)    (2,659,068)

LOSS FROM DISCONTINUED OPERATIONS (Note 7)                         (1,193,301)      (198,228)            --
-----------------------------------------------------------------------------------------------------------

NET LOSS                                                           (4,084,444)      (346,062)    (2,659,068)

DEFICIT, BEGINNING OF YEAR                                         (9,075,468)    (8,729,406)    (6,070,338)

PREMIUM ON REPURCHASE OF COMMON SHARES (Note 10(a))                  (631,532)            --             --
-----------------------------------------------------------------------------------------------------------

DEFICIT, END OF YEAR                                             $(l3,791,444)   $(9,075,468)   $(8,729,406)
===========================================================================================================

LOSS PER SHARE FROM CONTINUING OPERATIONS                              $(0.26)        $(0.02)        $(0.38)
  Basic and diluted
===========================================================================================================
LOSS PER SHARE                                                         $(0.37)        $(0.04)        $(0.38)
  Basic and diluted
===========================================================================================================
WEIGHTED AVERAGE NUMBER OF OUTSTANDING COMMON SHARES               10,998,383      9,635,780      7,015,635
===========================================================================================================
</TABLE>


                                                                    Page 2 of 25
<PAGE>

BELZBERG TECHNOLOGIES INC.
Consolidated Statements of Cash Flows
Years ended December 31, 2001, 2000 and 1999
(in Canadian dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       2001            2000            1999
                                                                                   ------------    ------------    ------------

<S>                                                                                <C>             <C>             <C>
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
    Loss from continuing operations                                                $ (2,891,143)   $   (147,834)   $ (2,659,068)
    Items not affecting cash
        Amortization of capital assets                                                1,646,540         793,568         219,591
        Amortization of goodwill                                                        152,798          47,711            --
        Amortization of gain on sale and leaseback of capital assets                   (104,684)        (28,370)           --
        Write-down of leasehold improvements                                            153,195            --           112,500
        Services rendered for capital stock consideration (Note 10)                        --           200,000            --
    Changes in non-cash working capital items (Note 12)                               1,055,293      (4,974,393)        898,384
--------------------------------------------------------------------------------------------------------------------------------
                                                                                         11,999      (4,109,318)     (1,428,593)
--------------------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
    Purchase of capital assets                                                       (1,466,424)     (1,295,030)       (582,592)
    Proceeds from disposal of capital assets                                               --           767,020            --
    Acquisitions, net of cash acquired (Note 6)                                        (683,440)       (183,050)           --
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     (2,149,864)       (711,060)       (582,592)
--------------------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
    Note payable                                                                           --              --         1,154,640
    Repayment of note payable                                                              --        (1,154,640)           --
    Repayment of obligations under capital lease                                     (1,122,347)       (815,322)       (146,213)
    Proceeds from bank loan                                                             744,442            --              --
    Repayment of bank loan                                                             (111,231)           --              --
    Net proceeds from issuance of common shares                                       4,698,991       7,588,241         321,775
    Proceeds from the exercise of stock options                                         205,000       3,210,000         775,757
    Repurchase of common stock                                                         (816,011)           --              --
    Proceeds on issuance of warrants                                                       --         1,782,900            --
--------------------------------------------------------------------------------------------------------------------------------
                                                                                      3,598,844      10,611,179       2,105,959
--------------------------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH FROM CONTINUING OPERATIONS                                       1,460,979       5,790,801          94,774

NET CASH UTILIZED BY DISCONTINUED OPERATIONS                                           (741,476)       (131,833)           --
--------------------------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                               719,503       5,658,968          94,774

CASH AND CASH EQUIVALENTS (BANK
    INDEBTEDNESS), BEGINNING OF YEAR                                                  5,641,924         (17,044)       (111,818)
--------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS (BANK
    INDEBTEDNESS), END OF YEAR                                                     $  6,361,427    $  5,641,924    $    (17,044)
================================================================================================================================

CASH EQUIVALENTS:
    Cash                                                                           $  4,705,375    $  1,962,776    $       --
    Short-term investments                                                            1,656,052       3,679,148            --
--------------------------------------------------------------------------------------------------------------------------------
                                                                                   $  6,361,427    $  5,641,924    $       --
================================================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION
    Value of share capital issued for acquisitions of subsidiaries                 $       --      $    675,000    $       --
    Value of share capital issued for services                                     $       --      $    200,000    $       --
    Value of share capital recorded for compensation expense (Note 6)              $    136,560    $     56,940    $       --
    Acquisition of capital assets with debt                                        $  1,212,681    $  2,686,533    $       --
    Interest paid                                                                  $    466,048    $    166,393    $    104,365
    Income taxes paid                                                              $      7,632    $       --      $      9,019
</TABLE>


                                                                    Page 3 of 25


<PAGE>
BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------

1.       DESCRIPTION OF BUSINESS

         Belzberg Technologies inc. and its wholly-owned subsidiaries (the
         "Corporation" or "Belzberg") is a leading provider of trade execution,
         order management and routing software for the financial industry. The
         Corporation's customers, who include both broker-dealers and their
         customers, use Belzberg trading software to buy and sell equities and
         stock options on a variety of stock exchanges, electronic markets known
         as ECNs, and NASDAQ market makers. Belzberg products enable traders to
         execute and manage large volumes of transactions at high speed, with
         reliability and security.

         The Corporation also operates a floor brokerage that provides the
         execution of exchange-traded equity and index options on the Chicago
         Board Options Exchange.

         The Corporation's name was changed from Belzberg Financial Markets &
         News International Inc. to Belzberg Technologies Inc. in July 2000.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         These consolidated financial statements have been prepared in
         accordance with Canadian generally accepted accounting principles
         ("GAAP") and include the following significant accounting policies. A
         reconciliation of the differences between Canadian GAAP and GAAP in the
         United States of America ("U.S. GAAP") is presented in Note 18.

         Consolidation

         The consolidated financial statements of the Corporation include the
         accounts of Belzberg Technologies Inc. and its wholly-owned
         subsidiaries, Belzberg Financial Markets & News Inc., Belzberg
         Technologies (USA) Inc., eContracts, Inc, Electronic Brokerage Systems,
         Inc., Belzberg Technologies (Philadelphia) Inc., Belzberg Technologies
         (UK) Limited and Robert C. Sheehan & Associates, Inc. All intercompany
         transactions and balances have been eliminated upon consolidation.

         Cash and cash equivalents

         Cash and cash equivalents includes short-term, highly liquid
         investments that are readily convertible to known amounts of cash and
         which are subject to an insignificant risk of changes in value.

         Capital assets

         Capital assets are recorded at cost and are amortized over their
         estimated useful lives at the following rates:

            Furniture and equipment                -  10 year straight-line
            Computer equipment                     -  3 year straight-line
            Computer equipment under capital lease -  3 year straight-line
            Leasehold improvements                 -  lesser of straight-line
                                                        over term of lease and
                                                        useful life

         The gain on sale and lease-back of computer equipment is recorded as
         deferred revenue and is amortized on a straight-line basis over the
         term of the lease.

                                                                    Page 4 of 25
<PAGE>


BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Goodwill

         Goodwill represents the excess of the purchase price over the fair
         value of the identifiable net assets acquired in business combinations
         accounted for as purchases. Amortization is recorded on a straight-line
         basis over seven years.

         The Corporation reviews the carrying value of goodwill for potential
         impairment on an ongoing basis. In order to determine if such a
         permanent impairment exists, management considers projected future
         earnings before income taxes, cash flows and market-related values of
         the acquired businesses. A permanent impairment in the value of
         goodwill is written off against earnings in the year such impairment
         occurs.

         In 2001, The Canadian Institute of Chartered Accountants (CICA)
         approved a new Handbook Section 3062 - Goodwill and Other Intangible
         Assets. Intangible assets other than goodwill acquired in a business
         combination or other transaction after June 30, 2001 are to be
         amortized based on the useful life to an enterprise, unless the life is
         determined to be indefinite in which case the intangible asset will not
         be amortized. Goodwill acquired in a business combination after June
         30, 2001 should not be amortized. Existing goodwill at June 30, 2001
         continued to be amortized until December 31, 2001. Effective January 1,
         2002 all goodwill will no longer be required to be amortized but will
         be subject to an annual impairment test in accordance with the
         provisions of this Section.

         Revenue recognition and deferred revenue

         The Corporation's revenues are derived primarily from:

         (i)      Subscription fees - the provision of the Corporation's routing
                  software and services, on a flat fee per terminal or per month
                  basis, used for equity and option trading;

         (ii)     Transaction fees - the provision of the Corporation's routing
                  software and services, on a per share/option or per trade
                  basis used for equity and option trading;

         (iii)    Commission income - fees for the execution of exchange traded
                  equity and index options from the floor brokerage business;

         (iv)     Software development and installation revenue - the
                  development and installation of software for equity and
                  options trading execution; and

         (v)      Other revenue - the distribution of financial information and
                  other services.

         The Company recognizes revenue from subscription fees and from
         transaction fees in accordance with American Institute of Certified
         Public Accountants Statement of Position 97-2, Software Revenue
         Recognition as amended. Revenue is recognized from subscription fees
         and transaction fees on a monthly basis as the services are provided
         once a contract has been signed, the software has been delivered and
         accepted, and collectibility is assured.

         Commission income from the floor brokerage operation is recognized once
         the trades have been executed and collectibility is assured.


                                                                    Page 5 of 25

<PAGE>


BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Revenue recognition and deferred revenue (continued)

         Revenue derived from the development and installation of software for
         equity and options trading execution is recognized on a percentage of
         completion basis.

         Revenue from the distribution of financial information and other
         services is recognized on a monthly basis as the services are provided
         once a contract has been signed and collectibility is assured.

         Deferred revenue represents billings in advance of the provision of
         services.

         Research and development and government assistance

         The Corporation expenses research and development costs as incurred
         unless they meet the criteria under Canadian generally accepted
         accounting principles for deferral and amortization. Government
         assistance for research and development is recognized when earned and
         when the amount and timing of realization is reasonably determinable.

         At December 31, 2000, the Government of Canada completed their
         assessment of the Corporation's claims for assistance comprised of
         scientific research and experimental development tax credits and agreed
         to refund $1,149,779 related to the taxation years 1996 to 1999.
         Accordingly, this recoverable amount was recorded in fiscal 2000 and
         received in fiscal 2001.

         Since the Corporation is now a public company as defined in the Income
         Tax Act of Canada, future tax credits will reduce income taxes
         otherwise payable rather than result in refunds.

         Foreign currency translation

         The Corporation's foreign operating subsidiaries are considered to be
         integrated operations and are translated into Canadian dollars using
         current rates of exchange for monetary assets and liabilities,
         historical rates of exchange for non-monetary assets and liabilities,
         and average rates for revenues and expenses, except amortization which
         is translated at the rates of exchange applicable to the related
         assets. Gains or losses resulting from these translation adjustments
         are included in income.

         Current monetary assets and liabilities of the Corporation that are
         denominated in foreign currencies are translated into Canadian dollars
         at exchange rates in effect at the balance sheet dates. Revenues and
         expenses are translated at rates of exchange prevailing on the
         transaction dates. Any resulting foreign currency translation gains or
         losses are included in the consolidated statements of earnings in the
         current period.

         Income taxes

         The Corporation uses the asset and liability method of accounting for
         income taxes. Under this method, future income tax assets and
         liabilities are determined based on differences between the financial
         reporting and tax bases of assets and liabilities and measured using
         the substantively enacted tax rates and laws that will be in effect
         when the differences are expected to reverse.


                                                                    Page 6 of 25

<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31,2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Income taxes (continued)

         Valuation allowances are established when necessary to reduce future
         income tax assets to the amounts expected to be realized. Income tax
         expense consists of the income taxes payable for the period and the
         change during the period in future income tax assets and liabilities.

         Stock-based compensation

         The Corporation has a stock-based compensation plan, as described in
         Note 10. No compensation expense is recognized when stock options are
         issued. Any consideration paid by employees on the exercise of stock
         options is credited to share capital.

         Fair value, as represented by the most recent stock price at which
         shares are exchanged in the market place, is used as the basis for
         recording stock issued as compensation.

         Warrants are valued at fair value on the date of issuance using the
         Black-Scholes pricing model.

         The CICA also recently issued new Handbook Section 3870, Stock-based
         Compensation and Other Stock-based Payments. This Section establishes
         standards for the recognition, measurement and disclosure of
         stock-based compensation and other stock-based payments made in
         exchange for goods and services and applies to transactions, including
         non-reciprocal transactions, in which an enterprise grants shares of
         common stock, stock options, or other equity instruments, or incurs
         liabilities based on the price of common stock or other equity
         instruments. This Section sets out a fair value based method of
         accounting and is required for certain stock-based transactions,
         effective January 1, 2002 and applied to awards granted on or after
         that date.

         Earnings per share

         Effective January 1, 2001 the Corporation adopted the CICA standard for
         calculating earnings per share. This standard adopts the treasury stock
         method of calculating the dilutive effect of options on earnings per
         share instead of the imputed earnings approach. The Corporation has
         adopted this method on a retroactive basis. There was no effect on
         previous periods reported.

         Accounting estimates

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

3.       ACCOUNTS RECEIVABLE

         Accounts receivable are net of an allowance for doubtful accounts of
         $260,679 at December 31, 2001 (2000-- $52,708).


                                                                    Page 7 of 25

<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------

4.       RESTRICTED CASH

         The Corporation was required to maintain a term deposit of $81,000 with
         its bank in order to secure any balance which may have been outstanding
         from time to time on credit cards issued to employees. The security
         interest was released and discharged by the bank effective August 8,
         2001.

5.       CAPITAL ASSETS

<TABLE>
<CAPTION>
                                                                    2001
                                                     ------------------------------------
                                                                 Accumulated     Net Book
                                                        Cost     Amortization     Value
                                                     ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>
         Furniture and equipment                     $  534,739   $  123,562   $  411,177
         Computer equipment                           1,203,129      732,762      470,367
         Computer equipment under capital lease       4,280,810    1,715,211    2,565,599
         Leasehold improvements                       1,255,505       54,686    1,200,819
         --------------------------------------------------------------------------------
                                                     $7,274,183   $2,626,221   $4,647,962
         ================================================================================
<CAPTION>
                                                                    2002
                                                     ------------------------------------
                                                                 Accumulated     Net Book
                                                        Cost     Amortization     Value
                                                     ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>
         Furniture and equipment                     $  343,894   $   77,671   $  266,223
         Computer equipment                             968,520      393,056      575,464
         Computer equipment under capital lease       3,160,393      510,935    2,649,458
         Leasehold improvements                         294,493       34,456      260,037
         --------------------------------------------------------------------------------
                                                     $4,767,300   $1,016,118   $3,751,182
         ================================================================================
</TABLE>

         In 2000, the Corporation sold and leased-back certain computer
         equipment. The gain on sale of approximately $259,000 was recorded as
         deferred revenue and is amortized on a straight-line basis over the
         thirty-month period of the lease. The Corporation recognized $104,684
         of the gain in 2001 (2000 - $28,370).

         Amortization of computer equipment under capital lease amounted to
         $1,204,276 for the year ended December31, 2001 (2000 - $428,536; 1999 -
         $59,356).

6.       ACQUISITIONS

         2001 Acquisition

         On April 1, 2001 the Corporation acquired all of the outstanding common
         shares of Robert C. Sheehan & Associates, Inc. for consideration of
         $1,687,631 cash. As of December31, 2001, $362,674 of the cash
         consideration remained payable to the vendor, which was subsequently
         paid in January 2002. In addition, 153,000 options were granted to
         certain employees at the fair market value on the date of grant. These
         options arc included in Note 10(e).


                                                                    Page 8 of 25


<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------

6.       ACQUISITIONS (continued)

         The acquisition was recorded as follows:

         Accounts receivable                                      $   786,300
         Cash                                                         670,063
         Office furniture and equipment                                18,558
         Other assets                                                  11,585
         Accounts payable and accrued liabilities                    (188,302)
         Goodwill                                                     417,973
         ---------------------------------------------------------------------
         Cost of acquisition                                      $ 1,716,177
         =====================================================================
         Consideration paid
            Cash                                                  $ 1,324,957
            Due to vendor                                             362,674
            Acquisition costs                                          28,546
         ---------------------------------------------------------------------
                                                                  $ 1,716,177
         =====================================================================

         2000 Acquisitions

         On July 7, 2000, the Corporation acquired all of the outstanding common
         shares of eContracts, Inc. ("eContracts") for consideration of $150,000
         cash plus the issuance of up to 46,500 common shares at $9 per share.
         Of the share consideration, 25,000 shares were issued to December31,
         2000, and the issuance of the remaining shares were contingent upon the
         vendor remaining employed by the Corporation as follows:

                                                                   Common Shares
                                                                   -------------
         December 31, 2001                                            12,500
         July 31, 2002                                                 9,000
         -----------------------------------------------------------------------
         Total                                                        21,500
         =======================================================================

         The Corporation was recording the compensation expense relating to
         these shares over the period of the employment agreement. On September
         30, 2001 the Corporation ceased the operations of eContracts and issued
         the 21,500 shares to the vendor resulting in compensation expense of
         $136,560 being recorded in the current fiscal year (December31, 2000 -
         $56,940). This compensation expense is included in the loss from
         discontinued operations (Note 7) and in share capital (Note 10).


                                                                    Page 9 of 25

<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------

6.       ACQUISITIONS (continued)

         The acquisition was recorded as follows:
          Office furniture and equipment                             $  9,989
          Goodwill                                                    367,957
         --------------------------------------------------------------------
          Cost of acquisition                                        $377,946
         ====================================================================

         Consideration paid
             Cash                                                    $150,000
             25,000 common shares                                     225,000
             Acquisition costs                                          2,946
         --------------------------------------------------------------------
                                                                     $377,946
         ====================================================================

         On July 17, 2000, the Corporation acquired the remaining 25% minority
         interest in Electronic Brokerage Systems, Inc. from an individual, who
         holds options in Belzberg Technologies Inc., in return for the issuance
         of 50,000 common shares having a market value of $9 per share. The
         exchange amount represents the value agreed to by the Corporation and
         the shareholder. Allocation of the purchase price based on the fair
         values of the net assets acquired resulted in the recording of goodwill
         of $480,104 including acquisition costs of $30,104.

7.       DISCONTINUED OPERATIONS

         On September 30, 2001 the Corporation ceased operations of its
         wholly-owned subsidiary, eContracts, Inc., a developer and supplier of
         on-line procurement and supply chain integration solutions.
         Accordingly, the Corporation's consolidated financial statements for
         all periods presented have been reclassified to reflect eContracts as a
         discontinued business segment in accordance with CICA Section 3475.

         Summarized financial information for the discontinued operation is as
         follows:

<TABLE>
<CAPTION>
                                                             Years ended December 31,
                                                        ------------------------------------
                                                           2001         2000         1999
                                                        ----------   ----------   ----------
<S>                                                     <C>          <C>          <C>
         Revenues                                       $   30,668   $     --     $     --

         Loss before the following                         746,451      141,288         --
         Stock compensation expense (Note 6)               136,560       56,940
         Impairment charge for goodwill                    310,290         --           --
         -----------------------------------------------------------------------------------
         Net loss from discontinued operations          $1,193,301   $  198,228   $     --
         ===================================================================================
         Assets and liabilities
             Current assets                             $   26,450   $   28,555   $     --
             Capital assets                             $     --     $    8,589   $     --
             Goodwill, net of accumulated
               amortization of $18,247                  $     --     $  349,710   $     --
             Current liabilities                        $   14,418   $    8,459   $     --
         ===================================================================================
</TABLE>

                                                                   Page 10 of 25
<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------

8.       BANK LOAN

         The Corporation has a demand operating facility of $1 million Canadian
         that may be used to finance corporate requirements and an additional
         $625,000 U.S. that may be used to finance leasehold improvements. In
         2001 the Corporation used $744,442 of the Canadian facility, repayable
         in blended monthly payments of principal and interest of approximately
         $31,000. The loan bears interest at the bank's prime rate plus 1.125%.
         The loan is secured by a general security agreement on the
         Corporation's assets. The agreement requires that the Corporation
         maintain a minimum tangible net worth of $10 million.

9.       OBLIGATIONS UNDER CAPITAL LEASE

         The Corporation is committed to the following minimum payments under
         capital lease obligations:

                                                      2001         2000
                                                   ----------   ----------
         2001                                      $     --     $1,210,542
         2002                                       1,710,448    1,065,510
         2003                                       1,215,244      577,479
         2004                                         391,588         --
         ------------------------------------------------------------------
                                                    3,317,280    2,853,531

         Less interest portion at average annual
           rates of approximately 11%                 424,846      573,154
         ------------------------------------------------------------------
                                                    2,892,434    2,280,377
         Less current portion                       1,390,296      862,286
         ------------------------------------------------------------------
                                                   $1,502,138   $1,418,091
         ==================================================================

         Interest expense on capital lease obligations amounted to $451,573 for
         the year ended December 31, 2001 (2000 - $166,393; 1999 - $25,123).

                                                                   Page 11 of 25


<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


10.      CAPITAL STOCK AND STOCK OPTIONS

         All references to common shares reflect a five for one split which
         occurred in July 2000. The following summarizes authorized and issued
         capital stock:

         Authorized
                  Unlimited number of common shares

<TABLE>
<CAPTION>
         Issued
                                                                                                     Common Shares
                                                                                              ----------------------------
                                                                                                 Number          Amount
                                                                                              ------------    ------------
<S>                                                                                           <C>             <C>
         Balance, January 1, 2000                                                                7,703,590    $  6,227,000
         Issue of common shares for cash                                                         2,013,800       7,974,241
         Share issuance costs                                                                         --          (386,000)
         Issue of common shares in connection with
           acquisition of eContracts, Inc. (Note 6)                                                 25,000         225,000
         Compensation expense (Note 6)                                                                --            56,940
         Issue of common shares in connection with acquisition
           of Electronic Brokerage Systems, Inc. (Note 6)                                           50,000         450,000
         Exercise of options for cash                                                              899,000       3,210,000
         Issue of common shares for services rendered                                               40,000         200,000
         -----------------------------------------------------------------------------------------------------------------
         Balance, December 31, 2000                                                             10,731,390      17,957,181
         Issue of common shares for cash                                                           333,334       5,000,000
         Share issuance costs                                                                         --          (301,009)
         Exercise of options for cash                                                               66,600         205,000
         Compensation expense (Note 6)                                                              21,500         136,560
         Repurchase of common shares for cancellation                                              (91,900)       (184,479)
         -----------------------------------------------------------------------------------------------------------------
         Balance, December 31, 2001                                                             11,060,924    $ 22,813,253
         =================================================================================================================
</TABLE>

         (a)      On January 26, 2001, the Corporation received a private
                  placement of $5 million for the issuance of 333,334 common
                  shares from treasury and issued 30,000 options at the fair
                  market value on the date of grant. During the year ended
                  December 31, 2001, the Corporation, pursuant to a Normal
                  Course Issuer Bid, repurchased and cancelled 91,900 common
                  shares for a total cash consideration of $816,011. The excess
                  of the purchase cost of these shares over their historical
                  carrying value ($631,532) was charged to the deficit.

         (b)      In February 2002, The Toronto Stock Exchange approved a Normal
                  Course Issuer Bid for the Corporation to repurchase up to
                  553,000 of its common shares over the ensuing year.

         (c)      The Corporation has a stock option plan under which the board
                  of directors may grant to employees, officers, directors and
                  consultants stock options to purchase from treasury up to
                  6,000,000 common shares of the Corporation of which 5,993,750
                  at December 31, 2001 (2000 -- 4,788,500) have been granted net
                  of cancellations.



                                                                   Page 12 of 25
<PAGE>


BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


10.      CAPITAL STOCK AND STOCK OPTIONS (continued)

         (d)      There was a total of 1,800,000 share purchase warrants issued
                  in 2000 for proceeds of $1,782,900 in relation to the private
                  placements as follows:

<TABLE>
<CAPTION>
                                               Price of
                                           Common Share
          Number of                       to be Purchased
          Warrants                          Per Warrant                                           Expiry Date
          --------                          -----------                                           -----------
<S>                                      <C>                                                   <C>
           650,000                            $  4.00                                          February 10, 2005
           600,000                              10.00                                          February 14, 2003
           500,000                               5.00                                          February 14, 2005
            50,000                               7.76                                          March 31, 2002
         -----------------------------------------------------------------------------------------------------------------
         1,800,000                            $  6.38 (weighted average)
         =================================================================================================================
</TABLE>

         (e)      Summarized information relative to the Corporation's stock
                  option plan is as follows:


<TABLE>
<CAPTION>
                                                                     Weighted                                Weighted
                                                                     Average                                 Average
                                                2001              Exercise Price           2000           Exercise Price
                                           -----------------     -----------------   -----------------   -----------------
<S>                                        <C>                   <C>                 <C>                 <C>
         Options outstanding,
             beginning of year                3,889,500           $      6.83            3,397,500       $      4.38
         Options granted                      1,582,050                  6.05            1,391,000             10.58
         Options exercised                      (66,600)                 3.08             (899,000)             3.57
         Options cancelled                     (376,800)                 9.98                 --                --
         -----------------------------------------------------------------------------------------------------------------
         Options outstanding, end             5,028,150           $      6.44            3,889,500       $      6.83
             of year
         =================================================================================================================
         Options exercisable, end
             of year                          3,597,067           $      6.17            3,130,500       $      6.11
         =================================================================================================================
</TABLE>



                                                                   Page 13 of 25
<PAGE>


BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


10.      CAPITAL STOCK AND STOCK OPTIONS (continued)

         (f)      The following table summarizes information about stock options
                  outstanding at December 31, 2001:

<TABLE>
<CAPTION>
                                Outstanding                                                Exercisable
         ---------------------------------------------------------   -----------------------------------------------------
                                                        Weighted         Weighted                             Weighted
              Range of                                  Average          Average                              Average
              Exercise                 Number          Remaining         Exercise             Number          Exercise
               Prices               Outstanding         Life (*)           Price           Exercisable          Price
         --------------------   -------------------   ------------   ----------------   -----------------   --------------
<S>                             <C>                   <C>            <C>                <C>                 <C>
           $ 3.00 - $ 5.00             3,338,650           5.29            $ 4.64            2,504,400          $ 4.71
           $ 5.50 - $ 9.00             1,127,500           4.00              7.83              762,000            7.86
           $l0.00 - $18.00               562,000           4.31             14.32              330,667           13.38
         -----------------------------------------------------------------------------------------------------------------
                                       5,028,150           4.89            $ 6.44            3,597,067          $ 6.17
         =================================================================================================================
</TABLE>

         (*) Weighted average contractual remaining life in years.


11.      INCOME TAXES

         The provision for income taxes reported differs from the amount
         computed by applying the Canadian statutory rate to income before taxes
         for the following reasons:

<TABLE>
<CAPTION>
                                                                              2001                2000                1999
                                                                      ------------        ------------        ------------
<S>                                                                   <C>                 <C>                 <C>
         Loss before income taxes                                     $ (4,068,759)       $   (340,999)       $ (2,650,049)
         -----------------------------------------------------------------------------------------------------------------
         Combined basic federal and provincial rates                         41.75%              43.90%              44.62%
         -----------------------------------------------------------------------------------------------------------------
         Benefit based on statutory income tax rate                     (1,698,707)       $   (149,700)       $ (1,182,450)
         Decrease in tax benefit resulting from:
            Losses and temporary differences incurred in
                  the year not tax affected                              1,668,900             124,900           1,182,450
            Permanent differences                                           29,807              24,800                --
            U.S. corporate and minimum tax                                  15,685               5,063               9,019
         -----------------------------------------------------------------------------------------------------------------
                                                                      $     15,685        $      5,063        $      9,019
         =================================================================================================================
</TABLE>



                                                                   Page 14 of 25
<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31,2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


11.      INCOME TAXES (continued)

         The Corporation has accumulated income tax losses of approximately
         $12,059,000 as at December 31, 2001 that may be used to reduce future
         taxable income. The benefit of these losses has not been reflected in
         these financial statements. The loss carryforwards expire as follows:

                               Canada         United States          Total
                            -----------       -------------       -----------
            2004            $    91,000        $      --          $    91,000
            2006              1,935,000               --            1,935,000
            2007                667,000               --              667,000
            2008                872,000                               872,000
            2011                   --              287,000            287,000
            2012                   --            2,147,000          2,147,000
            2018                   --              242,000            242,000
            2019                   --              519,000            519,000
            2020                   --            2,405,000          2,405,000
            2021                                 2,894,000          2,894,000
         -----------------------------------------------------------------------
                            $ 3,565,000        $ 8,494,000        $12,059,000
         =======================================================================

         The Corporation adopted January 1, 2000 the asset and liability method
         to recognize future tax assets and liabilities. The tax effect of loss
         carryforwards and significant temporary differences representing future
         tax assets at December 31, 2001 and 2000 are as follows:

                                                          2001           2000
                                                      -----------    -----------
            Tax benefit of losses carryforward        $ 4,471,740    $ 3,189,600
            Capital assets                                187,165         94,900
            Share issue costs                             237,203        268,000
            Other                                         213,865              -
            --------------------------------------------------------------------
            Total future tax asset                      5,109,973      3,552,500
            Valuation allowance                         5,109,973      3,552,500
            --------------------------------------------------------------------
            Future tax asset or liability             $      --      $      --
            ====================================================================

         The Corporation has determined that realization of the future income
         tax asset does not meet the "more likely than not" criteria for
         recognition and therefore a valuation allowance has been recorded
         against this future income tax asset.


                                                                   Page 15 of 25
<PAGE>


BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


12.      CHANGES IN NON-CASH WORKING CAPITAL ITEMS

         The changes in non-cash working capital items consist of the following:

<TABLE>
<CAPTION>
                                                                           2001               2000                1999
                                                                      -------------      -------------       -------------
<S>                                                                   <C>                <C>                 <C>
         Accounts receivable                                          $    (208,195)     $  (2,309,497)      $    (250,386)
         Government assistance receivable                                 1,149,779         (1,023,706)               --
         Prepaid and other receivables                                     (642,388)          (208,810)             79,076
         Accounts payable and accrued liabilities                           917,887         (1,293,244)            713,230
         Deferred revenue                                                  (242,790)          (139,136)            356,464
         Restricted cash (Note 4)                                            81,000               --                  --
         ------------------------------------------------------------------------------------------------------------------
                                                                      $   1,055,293      $  (4,974,393)      $     898,384
         ==================================================================================================================
</TABLE>

13.      RELATED PARTY TRANSACTIONS

         During 1999, the Corporation paid rent to a company controlled by
         certain directors and officers of the Corporation in the amount of
         $165,996. No rent was paid to these companies in the years ended
         December 31, 2001 and December 31, 2000.

         Prepaid expenses and other receivables include loans to officers of
         $496,636 (2000 - $18,033) and loans to employees of $42,492 (2000 -
         $3,235) for the purchase of shares in the Corporation. Subsequent to
         the year-end $508,104 has been repaid and the remaining loans are due
         July 2002.


 14. COMMITMENTS

         The Corporation's commitments, primarily for occupancy costs, require
         future minimum payments as summarized below at December 31, 2001:

                      2002                              $    1,207,274
                      2003                                   1,132,234
                      2004                                   1,071,326
                      2005                                   1,104,510
                      2006                                   1,106,820
                      Thereafter                             2,327,624
                      ------------------------------------------------
                                                        $    7,949,788
                      ================================================


                                                                   Page 16 of 25
<PAGE>


BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


15.      SEGMENTED INFORMATION

         The Corporation operates and manages its business in one industry --
         the financial services sector. The Corporation has two reportable
         segments being the Core business and the Brokerage business. In the
         Core business the Corporation creates and provides to institutional
         customers trade execution software and a network for connecting to
         various exchanges and other markets in North America. The Brokerage
         business involves the execution of exchange-traded equity and index
         options on the Chicago Board Options Exchange.

         The accounting policies of the segments are the same as those described
         in the summary of significant accounting policies (Note 2). The
         Corporation evaluates performance of the Core business and the
         Brokerage business based on several factors, of which the primary
         financial measures are revenue and operating earnings (loss) from
         continuing operations. The Corporation defines operating earnings
         (loss) as earnings (loss) from continuing operations before
         amortization, interest expense, interest income, income taxes and other
         non-recurring items.

         (a)      Industry segments

<TABLE>
<CAPTION>
                                                                               Year ended December 31, 2001
                                                                      Core               Brokerage               Total
                                                                  ------------         -------------          ------------
<S>                                                               <C>                  <C>                    <C>
         External revenues
              Subscription fees                                   $ 10,595,561         $        --            $ 10,595,561
              Transaction fees                                       8,900,156                  --               8,900,156
              Commissions                                                 --               3,593,898             3,593,898
              Software development
                and installation                                       771,996                  --                 771,996
              Other                                                    519,147                79,313               598,460
         ------------------------------------------------------------------------------------------------------------------
         Total external revenues                                  $ 20,786,860         $   3,673,211          $ 24,460,071
         ==================================================================================================================

         Operating earnings (loss)
              from continuing operations                          $   (933,546)        $     164,704          $   (768,842)
         Amortization                                                                                            1,799,338
         Write-down of leasehold improvements                                                                      153,195
         Interest expense                                                                                          466,048
         Interest income                                                                        --                (311,965)
         ------------------------------------------------------------------------------------------------------------------
         Loss from continuing operations
              before income taxes                                                                             $ (2,875,458)
         ==================================================================================================================
         Total assets                                             $ 14,628,382         $   2,822,133          $ 17,450,515
         Capital asset expenditures                                  2,670,243                 8,862             2,679,105
         Goodwill additions                                               --                 417,973               417,973
         ==================================================================================================================
</TABLE>


                                                                   Page 17 of 25


<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
-------------------------------------------------------------------------------

15. SEGMENTED INFORMATION (continued)

    For the years ended December 31, 2000 and 1999 the Brokerage business was
    not in existence and thus only information relating to the Core business is
    presented in the following table:

<TABLE>
<CAPTION>

                                                           2000             1999
                                                           Core             Core
                                                      ------------      ------------
<S>                                                   <C>               <C>
     External revenues
       Subscription fees                              $  6,080,239      $  4,526,458
       Transaction fees                                  3,276,096           643,227
       Software development
          and installation                               2,059,348           667,150
       Other                                               535,346            67,264
     -------------------------------------------------------------------------------
     Total external revenues                          $ 11,951,029      $  5,904,099
     ===============================================================================

     Operating earnings (loss)
       from continuing operations                     $  1,163,106      $ (2,292,835)
     Amortization                                          841,279           219,591
     Write-down of leasehold improvements                       --           112,500
     Interest expense                                      166,393            25,123
     Stock exchange listing costs                          525,198                --
     Interest income                                      (226,993)               --
     -------------------------------------------------------------------------------
     Loss from continuing operations
       before income taxes                            $   (142,771)     $ (2,650,049)
     ===============================================================================
     Total assets                                     $ 15,459,525      $  2,869,254
     Capital asset expenditures                          3,981,563           582,592
     Goodwill additions                                    480,104                --
     ===============================================================================

</TABLE>

                                                                  Page 18 of 25


<PAGE>


BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


15.      SEGMENTED INFORMATION (continued)

         (b)      Geographic segments

                  The Corporation's external revenues by geographic region are
                  based on the region in which the revenue is transacted. The
                  total assets and capital assets are based on the geographic
                  area in which the Corporation operates:

<TABLE>
<CAPTION>
                                                                                          2001
                                                                  --------------------------------------------------------
                                                                     Canada           United States              Total
                                                                  ------------        -------------           ------------
<S>                                                               <C>                  <C>                    <C>
                 External revenues
                      Subscription fees                           $  6,511,498         $  4,084,063           $ 10,595,561
                      Transaction fees                               1,336,558            7,563,598              8,900,156
                      Commissions                                         --              3,593,898              3,593,898
                      Software development and
                           installation                                446,895              325,101                771,996
                      Other                                            489,850              108,610                598,460
                 ---------------------------------------------------------------------------------------------------------
                 Total external revenues                          $  8,784,801         $ 15,675,270           $ 24,460,071
                 =========================================================================================================
                 Total assets                                     $  8,512,615         $  8,937,900           $ 17,450,515
                 =========================================================================================================
                 Capital assets                                   $  3,745,797         $    902,165           $  4,647,962
                 =========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                          2000
                                                                  --------------------------------------------------------
                                                                     Canada           United States              Total
                                                                  ------------        -------------           ------------
<S>                                                               <C>                  <C>                    <C>
                 External revenues
                      Subscription fees                           $  3,213,497         $  2,866,742           $  6,080,239
                      Transaction fees                                 558,018            2,718,078              3,276,096
                      Software development and
                           installation                              1,782,546              276,802              2,059,348
                      Other                                            523,371               11,975                535,346
                 ---------------------------------------------------------------------------------------------------------
                 Total external revenues                          $  6,077,432         $  5,873,597           $ 11,951,029
                 =========================================================================================================
                 Total assets                                     $ 11,831,898         $  3,627,627           $ 15,459,525
                 =========================================================================================================
                 Capital assets                                   $  3,112,179         $    639,003           $  3,751,182
                 =========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                          1999
                                                                  --------------------------------------------------------
                                                                     Canada           United States              Total
                                                                  ------------        -------------           ------------
<S>                                                               <C>                  <C>                    <C>
                 External revenues
                      Subscription fees                           $  2,012,436         $  2,514,022           $  4,526,458
                      Transaction fees                                 202,527              440,700                643,227
                      Software development and
                           installation                                415,400              251,750                667,150
                      Other                                             50,011               17,253                 67,264
                 ---------------------------------------------------------------------------------------------------------
                 Total external revenues                          $  2,680,374         $  3,223,725           $  5,904,099
                 =========================================================================================================
                 Total assets                                     $  2,067,073         $    802,181           $  2,869,254
                 =========================================================================================================
                 Capital assets                                   $    958,500         $    186,698           $  1,145,198
                 =========================================================================================================
</TABLE>


                                                                   Page 19 of 25
<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


16.      FINANCIAL INSTRUMENTS

         Fair value of financial instruments

         Accounts receivable, government assistance receivable, accounts payable
         and accrued liabilities and bank loan are all short-term in nature and,
         as such, their carrying values approximate fair value. Other financial
         instruments are recorded at amounts which approximate fair value.

         Foreign currency risk

         The Corporation operates internationally and as such is exposed to
         fluctuations in foreign exchange rates. The Corporation does not
         currently use financial instruments to limit its exposure to
         fluctuations in foreign exchange rates.

         Interest rate risk

         The Corporation is subject to interest rate risk on its short-term
         investments. Fluctuations in interest rates impact the market value of
         the short-term investments. Any increase or decrease in the market
         value affects short-term investments to the extent they are converted
         to cash prior to maturity.

         The Corporation is subject to interest rate price risk on the bank
         loan. The Corporation does not use derivative instruments to reduce its
         exposure to interest rate risk.

         Credit risk

         The Corporation is subject to risk of non-payment of accounts
         receivable. The Corporation mitigates this risk by monitoring the
         credit worthiness of its clientele monthly as subscription and
         transaction fees are generated. At December 31, 2001, amounts due from
         five customers accounted for 47.0% of total accounts receivable
         (December 31, 2000 -- two customers for 26.8%). For the year ended
         December 31, 2001, one customer accounted for approximately 10% of
         total revenues (December 31, 2000 -- one customer for approximately
         16%).

17.      COMPARATIVE FIGURES

         Certain of the comparative figures have been reclassified to conform to
         the presentation adopted in the current year.




                                                                   Page 20 of 25
<PAGE>




BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------

18.      UNITED STATES ACCOUNTING PRINCIPLES

         These financial statements have been prepared in accordance with
         Canadian GAAP, which conform in all material respects applicable to the
         Corporation with those in the United States during the periods
         presented except with respect to the following:

         (a)      On June 29 2001, the Financial Accounting Standard Board
                  ("FASB") approved for issuance Statement of Financial
                  Accounting Standards ("SFAS") No. 141, "Business Combinations"
                  and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS
                  No. 141 requires that the purchase method of accounting be
                  used for all business combinations initiated after June 30,
                  2001 and that the pooling-of-interests will be prohibited.
                  SFAS No. 142 changes the accounting for goodwill from an
                  amortization method to an impairment-only approach. Thus,
                  amortization of goodwill, including goodwill recorded in past
                  business combinations, will cease upon the adoption of this
                  Statement which, for the Corporation will be January 1, 2002;
                  however, for any acquisitions completed after June 30, 2001,
                  goodwill and intangible assets with an indefinite life will
                  not be amortized.

                  The FASB approved for issuance SFAS 143 "Accounting for Asset
                  Retirement Obligations" and SFAS 144 "Accounting for the
                  Impairment or Disposal of Long-Lived Assets". The Corporation
                  has determined that the adoption of these standards will not
                  have an impact on the Corporation.

         (b)      Under Canadian GAAP, there is no requirement to record
                  compensation expense on the issue of stock options to
                  employees or directors.

                  Under U.S. GAAP, SFAS No. 123, "Accounting for Stock-based
                  Compensation", establishes financial accounting and reporting
                  standards for stock-based employee compensation plans as well
                  as transactions in which an entity issues its equity
                  instruments to acquire goods or services from non-employees.
                  As permitted by the Statement, the Corporation has elected to
                  follow the intrinsic value method of accounting for
                  stock-based compensation arrangements with employees, as
                  provided for in APB Opinion No. 25. During the year ended
                  December 31, 2001 and 2000, certain compensatory stock options
                  were issued to consultants. The estimated fair market value of
                  the options is recorded as deferred stock compensation expense
                  (recovery) and is amortized into earnings over the life of the
                  options.

                  For purposes of reconciliation to U.S. GAAP, the estimated
                  fair market value of $2,207,908 (2000 - $5,398,607) would be
                  recorded as additional paid-in capital and deferred stock
                  compensation and the related amortization of the deferred
                  stock compensation expense of $1,861,237, for the year ended
                  December31, 2001 (2000 -- $460,841) would be recorded as a
                  recovery (expense) in the statement of operations. The fair
                  market value of the options issued in connection with the
                  private placement were recorded as a reduction of capital
                  stock with a corresponding increase in additional paid in
                  capital. The fair value of the options was estimated as at the
                  date of the option grants using the Black-Scholes option
                  pricing model with the following weighted average assumptions
                  for the measurement dates: risk-free interest rates of 2.5% to
                  4.9% (2000 - 5.94%), expected life of the options of 1.89 to 5
                  years (2000 -- 5 years); expected volatility of 34% (2000 --
                  35%) and a dividend yield of zero (2000 -- zero).



                                                                   Page 21 of 25
<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


18.      UNITED STATES ACCOUNTING PRINCIPLES (continued)

         (c)      Under U.S. GAAP, government research and development
                  assistance would be recorded as a reduction of the income tax
                  provision. Canadian GAAP requires the assistance to be
                  recorded as a reduction of research and development expense.

                  In 2000, the Corporation recorded government research and
                  development assistance of $1,149,779. There was no research
                  and development assistance recorded during the years ended
                  December 31, 2001 and 1999.

         (d)      The Corporation has presented the costs incurred in the stock
                  exchange listing, amortization, interest expense, interest
                  income and the write-down of leasehold improvements as other
                  items in the income statement. Under U.S. GAAP, these costs
                  would be included in administrative expenses within operating
                  expenses.

         (e)      The following table reconciles the net loss for the year ended
                  December 31, 2001 and 2000 with that which would have been
                  reported had the financial statements been presented in
                  accordance with U.S. GAAP. There were no material adjustments
                  to report for the year ended December 31, 1999.

<TABLE>
<CAPTION>
                                                                                         2001                   2000
                                                                                     ------------           ------------

<S>                                                                                  <C>                    <C>
                  Net loss in conformity with Canadian GAAP                          $ (4,084,444)          $   (346,062)
                  Stock compensation expense, included in
                      administrative expenses (Note 18(b))                              1,861,237                460,841
                  ------------------------------------------------------------------------------------------------------
                  Net loss in conformity with U.S. GAAP                              $ (5,945,681)          $   (806,903)
                  ======================================================================================================
                  Loss per share from continuing operations Basic and
                      diluted -- U.S. GAAP                                           $      (0.43)          $      (0.06)
                  ======================================================================================================
                  Loss per share
                      Basic and diluted -- U.S. GAAP                                 $      (0.54)          $      (0.08)
                  ======================================================================================================
</TABLE>



                                                                   Page 22 of 25
<PAGE>


BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


18.      UNITED STATES ACCOUNTING PRINCIPLES (continued)

         (e)      (continued)

                  Had the financial statements been prepared in accordance with
                  U.S. GAAP, the amounts on the balance sheet as at December 31,
                  2001 and 2000 which differ from those reported under Canadian
                  GAAP would be as follows:

<TABLE>
<CAPTION>
                          December 31, 2001                       Canadian GAAP         Adjustment             U.S. GAAP
                 --------------------------------------------     -------------        ------------           ------------
                 Shareholders' equity
<S>                                                               <C>                  <C>                    <C>
                      Capital stock                               $ 22,813,253         $   (188,891)          $ 22,624,362
                      Warrants                                       1,782,900                 --                1,782,900
                      Deferred stock compensation                         --             (1,855,575)            (1,855,575)
                      Additional paid in capital                          --              4,366,544              4,366,544
                      Deficit                                      (13,791,444)          (2,322,078)           (16,113,522)
                 ---------------------------------------------------------------------------------------------------------
                                                                  $ 10,804,709         $       --             $ 10,804,709
                 =========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                          December 31, 2000                       Canadian GAAP         Adjustment             U.S. GAAP
                 --------------------------------------------     -------------        ------------           ------------
                 Shareholders' equity
<S>                                                               <C>                  <C>                    <C>
                      Capital stock                               $ 17,957,181         $       --             $ 17,957,181
                      Warrants                                       1,782,900                 --                1,782,900
                      Deferred stock compensation                         --             (4,937,766)            (4,937,766)
                      Additional paid in capital                          --              5,398,607              5,398,607
                      Deficit                                       (9,075,468)            (460,841)          $ (9,536,309)
                 ---------------------------------------------------------------------------------------------------------
                                                                  $ 10,664,613         $       --               10,664,613
                 =========================================================================================================
</TABLE>



                                                                   Page 23 of 25
<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars)
--------------------------------------------------------------------------------


18.      UNITED STATES ACCOUNTING PRINCIPLES (continued)

         (f)      Under U.S. GAAP the statement of cash flows for the year ended
                  December 31, 2001 and 2000 would report the same amount for
                  cash used in operating activities as reported under Canadian
                  GAAP as follows:

<TABLE>
<CAPTION>
                                                                                                 2001            2000
                                                                                             ------------    ------------

<S>                                                                                          <C>             <C>
                   Operating activities
                      Net loss                                                               $ (5,945,681)   $   (806,903)
                      Loss from discontinued operations                                         1,193,301         198,228
                      Items not affecting cash
                        Amortization of capital assets                                          1,646,540         793,568
                        Amortization of goodwill                                                  152,798          47,711
                        Amortization of gain on disposal of
                          capital assets                                                         (104,684)        (28,370)
                        Services rendered for capital stock
                          consideration                                                              --           200,000
                        Write-down of leasehold improvements                                      153,195            --
                        Amortization of stock based compensation                                1,861,237         460,841
                      Change in non-cash working capital items                                  1,055,293      (4,974,393)
                   ------------------------------------------------------------------------------------------------------
                                                                                             $     11,999    $ (4,109,318)
                   ======================================================================================================
</TABLE>


                                                                   Page 24 of 25
<PAGE>

BELZBERG TECHNOLOGIES INC.
Notes to the Consolidated Financial Statements
December 31, 2001 and 2000
(in Canadian dollars
--------------------------------------------------------------------------------


18.      UNITED STATES ACCOUNTING PRINCIPLES (continued)

         (g)      Under U.S. GAAP, Consolidated Statements of Shareholders'
                  Equity are also presented as follows:

<TABLE>
<CAPTION>
                                     Number of                                 Additional     Deferred
                                       Common     Number of                     Paid-in        Stock
                                       Shares      Warrants      Amount         Capital      Compensation    Deficit          Total
                                     ----------   ---------  ------------     -----------    ------------  -----------  -----------
<S>                                  <C>          <C>        <C>              <C>            <C>         <C>           <C>
Balance, December 31, 1999           7,703,590           -   $  6,227,000      $     -       $      -    $ (8,729,406) $ (2,502,406)

  Issuance of common shares
     For cash                        2,912,800           -     10,798,241            -              -               -    10,798,241
     For acquisition of
         subsidiaries                   75,000           -        675,000            -              -               -       675,000
     As compensation
         expense                        40,000           -        200,000            -              -               -       200,000
     As compensation
         expense (Note 6)                    -           -         56,940            -              -               -        56,940
     Issuance of warrants
         For cash                            -   1,800,000      1,782,900            -              -               -     1,782,900
     Issuance of
         compensatory options                -           -              -    5,398,607     (5,398,607)              -
     Amortization of deferred
         stock compensation                  -           -              -            -        460,841               -       460,841
     Net loss                                -           -              -            -              -        (806,903)     (806,903)
------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000          10,731,390   1,800,000     19,740,081    5,398,607     (4,937,766)     (9,536,309)   10,664,613

   Issuance of common shares
      For cash                         399,934           -      4,715,100      188,891              -               -     4,903,991
      As compensation
           expense (Note 6)             21,500           -        136,560            -              -               -       136,560
      Repurchase of
           common shares               (91,900)          -       (184,479)           -              -               -      (184,479)
      Premium on repurchase
           of common shares                  -           -              -            -              -        (631,532
                                                                                                                           (631,532)
       Issuance of
           compensatory options              -           -              -    2,207,908     (2,207,908)              -             -
       Amortization (recovery) of
           deferred stock
           compensation                      -           -              -   (3,428,862)     5,290,099               -     1,861,237
       Net loss                              -           -              -            -              -      (5,945,681    (5,945,681)
------------------------------------------------------------------------------------------------------------------------------------
 Balance, December 31,              11,060,924   1,800,000   $ 24,407,262  $ 4,366,544   $ (1,855,575)   $(16,113,522) $ 10,804,709
====================================================================================================================================
</TABLE>


19.      SUBSEQUENT EVENT

         On March 1, 2002, the Corporation ended its relationship with its new
         president and closed its Philadelphia office. Lease termination and
         employee severance costs are estimated to be $900,000.



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