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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 20-F

(Mark One)

[_]  REGISTRATION  STATEMENT  PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934

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

     For the fiscal year ended June 30, 2003

[_]  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:  000-32899


                        TRADE WIND COMMUNICATIONS LIMITED
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

       Bermuda                         0-10621                  820485978
----------------------------   -------------------------    --------------------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
    of Incorporation)                                        Identification No.)

     Level 3, 120 Sussex Street, Sydney, Australia               NSW 2000
--------------------------------------------------------    --------------------
        (Address of principal executive offices)                (zip code)


  Registrant's telephone number, including area code  -(011) 61 2 9250 8888
                                                       --------------------

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

         None

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

         Common Stock, par value $0.01

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

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 last 90 days.

           Yes  _X_                No  ___

Indicate by check mark which financial statement item the registrant has elected
to follow:

 Item 17 _X_   Item 18 ___   Incorporated by Reference to filings on Form 6K ___

<PAGE>

                                TABLE OF CONTENTS

Introduction...................................................................1
Part I.........................................................................2
   Item 1.      Identity Of Directors, Senior Management And Advisers..........2
   Item 2.      Offer Statistics And Expected Timetable........................2
   Item 3.      Key Information................................................2
     Item 3A.   Selected Financial Data........................................2
     Item 3B.   Capitalization And Indebtedness................................4
     Item 3C.   Reasons For The Offer And Use Of Proceeds......................4
     Item 3D.   Risk Factors...................................................4
   Item 4.      Information On The Company....................................15
     Item 4A.   History And Development Of The Company........................15
     Item 4B.   Business Overview.............................................18
     Item 4C.   Organizational Structure......................................25
     Item 4D.   Property, Plants, And Equipment...............................26
   Item 5.      Operating And Financial Review And Prospects..................26
     Item 5A.   Operating Results.............................................27
     Item 5B.   Liquidity And Capital Resources...............................32
     Item 5C.   Research And Development, Patents And Licenses, Etc...........33
     Item 5D.   Trend Information.............................................33
   Item 6.      Directors, Senior Management, And Employees...................34
     Item 6A.   Directors And Senior Management As Of The Date
                Of This Annual Report.........................................34
     Item 6B.   Compensation Aggregated Option/Sar Exercises
                During The Most Recently Completed Financial
                Year And Financial Year-End Option/Sar Values.................38
     Item 6C.   Board Practices...............................................40
     Item 6D.   Employees.....................................................40
   Item 7.      Major Shareholders And Related Party Transactions.............41
     Item 7A.   Major Shareholders............................................41
     Item 7B.   Related Party Transactions....................................41
     Item 7C.   Interests Of Experts And Counsel..............................42
   Item 8.      Financial Information.........................................42
   Item 9.      The Offer And Listing.........................................42
     Item 9A.   (4)  Price History............................................44
     Item 9C.   Markets.......................................................44
   Item 10.     Additional Information........................................44
     Item 10A.  Share Capital.................................................44
     Item 10B.  Memorandum And Articles Of Association........................44
     Item 10C.  Material Contracts............................................46
     Item 10D.  Exchange Controls.............................................46
     Item 10E.  Taxation......................................................47
     Item 10F.  Dividends And Paying Agents...................................54
     Item 10G.  Statement By Experts..........................................54
     Item 10H.  Documents On Display..........................................54
     Item 10I.  Subsidiary Information........................................54
   Item 11.     Quantitative And Qualitative Disclosures
                About Market Risk.............................................54
   Item 12.     Description Of Securities Other Than Equity Securities........54
   Item 13.     Defaults, Dividend Arrearages And Delinquencies...............55
   Item 14.     Material Modifications To The Rights Of
                Security Holders And Use Of Proceeds..........................55
   Item 15.     [Reserved]....................................................55
   Item 16.     [Reserved]....................................................55
   Item 17.     Financial Statements..........................................56
   Item 18.     Financial Statements.........................................104
   Item 19.     Exhibits.....................................................104

                                       i

<PAGE>

                                  INTRODUCTION

     This Annual Report on Form 20-F relates to Trade Wind Communication Limited
and its subsidiaries (referred to herein as either "TWC" or the "Company").
Pursuant to a Plan of Exchange and Arrangement Agreement, the Company acquired
the remaining 13.7% of the capital stock of Flexemessaging.com, Inc.
("Flexemessaging"), an Idaho corporation, whereby the Company exchanged
1.754880714 of its capital stock for each share of Flexemessaging's common stock
outstanding as of October 5, 2000.  Prior to this exchange offer, the Company
held 86.3% of Flexemessaging.  (See Item 4A. "History and Development of the
Company" for a full description of the exchange offer.)  Effective as of August
29, 2001, Flexemessaging became a wholly owned subsidiary of the Company with
the Company becoming the successor issuer to Flexemessaging for reporting
purposes under the Securities Exchange Act of 1934 (the "Exchange Act"), Rule
12g-3(a).  As of October 18, 2001, the Company merged Flexemessaging with and
into a wholly owned Bermudan company, Flexemessaging Acquisition Ltd.  Prior to
the completion of the exchange offer, Flexemessaging filed its periodic reports,
as a reporting company, under the Exchange Act with the Securities and Exchange
Commission (the "SEC") and such reports are available to the public at the Main
Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. or by
request from the Company.  Additionally, you may view these documents
electronically over the Internet at the Commission's web site located at
www.sec.gov.

     The information required for some items in this Form 20-F is "not
applicable" to the Company.  "Not applicable" means that the response to the
referenced item is omitted either in reliance on the instructions to this form
or because the information sought by the referenced item does not apply to the
Company or the Company has no relevant information to disclose.

     FORWARD LOOKING STATEMENTS.  This Annual Report contains forward-looking
statements.   Additional written or oral forward-looking statements may be made
by the Company from time to time in filings with the Securities and Exchange
Commission (the "Commission") or otherwise.  Such forward-looking statements are
within the meaning of that term in Section 21E of the Securities Exchange Act of
1934.  Such statements may include, but not limited to, projections, income or
loss, plans for future operations, financing needs or plans relating to products
or services of the Company, as well as assumptions relating to the foregoing.
The words "believe," "expect," "anticipate," "estimate," "project," and similar
expressions identify forward looking statements, which speak only as of the date
of such statement was made.  Forward-looking statements are inherently subject
to risks and uncertainties, some of which cannot be controlled, predicted or
quantified by the Company.  Future events and actual results of operations could
differ materially from those set forth in, contemplated by, or underlying the
forward-looking statements.  Statements in this Annual Report, including those
contained in Item 3D.  "Risk Factors and Item 5.  "Operating and Financial
Review and Prospects" and the notes to the Company's Financial Statements,
describe factors, among others, that could contribute to or cause such
differences.

                                       1

<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


ITEM 3A.   SELECTED FINANCIAL DATA

General

     The selected consolidated statement of operations data set forth below for
the three years ended June 30, 2003, 2002 and 2001 and the selected consolidated
balance sheets data set forth below at June 30, 2003, 2002 and 2001 are derived
from the Consolidated Financial Statements of the Company included in Part III,
Item 17 of this Annual Report, which Consolidated Financial Statements have been
audited by Hudson & Company.  See "Exchange Rate Information" in this Item 3A
below for historical exchange rate information.  The selected financial data
should be read in conjunction with the Consolidated Financial Statements of the
Company and the notes thereto included in Part III, Item 17 of this Annual
Report, and "Item 5 -- Operating and Financial Review and Prospects" herein.

     The information set forth in this Annual Report is current as of December
20, 2003, unless an earlier or later date is indicated, and references to the
"date of this Annual Report" shall be deemed to refer to such date.

     The Company's accounts are maintained in Australian dollars.  In this
Annual Report, all dollar amounts are expressed in Australian dollars except
where otherwise indicated and prepared in accordance with Canadian generally
accepted accounting principles and reconciled pursuant to United States
generally accepted accounting principles.

                                       2

<PAGE>

                      Selected Consolidated Financial Date
                        TTrade Wind Communications Limited
     Prepared Pursuant to Canadian Generally Accepted Accounting Principles
     ----------------------------------------------------------------------
         (In thousands of Australian $, except share and per share data)

<TABLE>
<CAPTION>
                                                             Fiscal Years Ended June 30,
---------------------------------------   ----------------------------------------------------------------
                                              2003         2002         2001         2000         1999
---------------------------------------   ------------ ------------ ------------ ------------ ------------
<S>                                       <C>          <C>          <C>          <C>          <C>
CANADIAN GAAP

Income Statement Data:
  Revenue                                       4,296        5,786       12,243       17,435       14,163
  (Loss)/ Profit from Operations               (2,773)      (3,204)         100       (1,518)      (2,613)
  Net (Loss)/ Profit                           (2,771)      (3,955)       1,563       (2,257)      (1,375)
  Net (loss)/ earnings per common stock         (0.08)       (0.19)        0.09        (0.12)       (0.10)
---------------------------------------   ------------ ------------ ------------ ------------ ------------

Adjusted to accord with US GAAP
  Net (Loss)/ Profit                           (2,894)      (4,074)       1,563       (2,981)      (5,429)
  Net (loss)/ earnings per common stock         (0.09)       (0.20)        0.09        (0.19)       (0.39)
---------------------------------------   ------------ ------------ ------------ ------------ ------------

CANADIAN GAAP

Balance Sheet Data:
  Current assets                                  730        1,652        2,765        6,199        4,275
  Investments                                       -            -            -            -            -
  Capital assets                                  220          163          436          554        1,586
  Total assets                                    951        1,823        3,771        6,777        5,861
  Current liabilities                           3,491        2,479        2,369        6,692        4,313
  Shareholders' (deficit)/equity               (2,846)      (1,290)         558       (1,127)         690
  Weighted average shares                  32,846,344   20,682,265   16,657,159   15,610,622   14,073,814
---------------------------------------   ------------ ------------ ------------ ------------ ------------

Adjusted to accord with US GAAP
  Shareholders' (deficit)/equity               (2,846)      (1,290)         558       (1,127)         636
---------------------------------------   ------------ ------------ ------------ ------------ ------------
</TABLE>


Reconciliation to United States Generally Accepted Accounting Principles

     The Consolidated Financial Statements of the Company have been prepared in
accordance with Canadian GAAP, which differ materially in certain respects from
US GAAP.  For a description of these differences see note 23 and 24 to the
Consolidated Financial Statements of the Company respectively, for its fiscal
years ended June 30, 2003 and 2002 included in Item 17 of this Annual Report.


Dividend Policy

     The Company does not intend to pay dividends in cash or in kind in the
future.  The Company expects to retain its earnings to finance the further
growth of the Company.  The directors of the Company will determine if and when
dividends should be declared and paid in the future based upon the earnings and
financial conditions of the Company at the relevant time and such other factors
as the directors may deem relevant.  All of the common stock of the Company is
entitled to an equal share in any dividends declared and paid.

                                       3

<PAGE>

                            EXCHANGE RATE INFORMATION

     The Australian and United States dollar exchange rates at the balance sheet
date and the average exchange rates for each year under review were as follows
for $1 Australian:

                                             High        Low       Average
                                           --------    --------    --------
          November 2003                     0.6896      0.7237      0.7067
          October 31, 2003                  0.7075      0.6814      0.6945
          September 30, 2003                0.6785      0.6675      0.6776
          August 30, 2003                   0.6472      0.6472      0.6477
          July 30, 2003                     0.6676      0.6620      0.6630
          June 30, 2003                     0.6766      0.6660      0.6713
          July 1, 2002 - June 30, 2003                              0.5847
          June 30, 2002                                             0.5628
          July 1, 2001 - June 30, 2002                              0.5367
          June 30, 2001                                             0.5820
          July 1, 2000 - June 30, 2001                              0.5908
          June 30, 2000                                             0.5995
          July 1, 1999 - June 30, 2000                              0.6280
          June 30, 1999                                             0.6565
          July 1, 1998 - June 30, 1999                              0.6273
          June 30, 1998			                            0.5980
          July 1, 1997 - June 30, 1998                              0.6710


ITEM 3B. CAPITALIZATION AND INDEBTEDNESS

     Not Applicable


ITEM 3C. REASONS FOR THE OFFER AND USE OF PROCEEDS

     Not Applicable


ITEM 3D. RISK FACTORS

Uncertainties and Risk Factors

     The Company is subject to a number of significant uncertainties and risks
including, but not limited to, those described below and those described
elsewhere in this Annual Report, which may ultimately affect the Company in a
manner and to a degree that cannot be foreseen at this time.

                                       4

<PAGE>

General Risks and Risks Relating to an Investment in the Securities of the
Company


Stock Market Price and Volume Volatility

     The market for the common stock of the Company may be highly volatile for
reasons both related to the performance of the Company or events pertaining to
the industry, as well as factors unrelated to the Company or its industry.
Shares of the Company's common stock can be expected to be subject to volatility
in both price and volume arising from market expectations, announcements and
press releases regarding the Company's business, and changes in estimates and
evaluations by securities analysts or other events or factors.  In recent years,
the securities markets in the United States and Canada have experienced a high
level of price and volume volatility, and the market price of securities of many
companies, particularly small-capitalization companies such as the Company, has
experienced wide fluctuations which have not necessarily been related to the
operations, performances, underlying asset values, or prospects of such
companies.  For these reasons, the shares of the Company's common stock can also
be expected to be subject to volatility resulting from purely market forces over
which the Company will have no control.  Further, despite the existence of a
market for trading the Company's common stock in the United States and Canada,
shareholders of the Company may be unable to sell significant quantities of
common stock in the public trading markets without a significant reduction in
the price of the stock.


Dilution Through Employee, Director and Consultant Options and Warrants

     Because the success of the Company is highly dependent upon its employees,
directors and consultants, the Company may in the future grant to some or all of
its key employees, directors and consultants options or warrants to purchase
shares of its common stock as non-cash incentives.  Subject to certain
limitations, those options may be granted at exercise prices below those for the
common stock prevailing in the public trading market at the time, or may be
granted at exercise prices equal to market prices at times when the public
market is depressed.


Dividends

     The Company intends to invest all available funds to finance the growth of
the Company's business and therefore investors cannot expect to receive a
dividend on the common stock of the Company in the foreseeable future.


Future Capital Needs

     The Company may require additional funds for future capital expenditures.
Adequate funds for these purposes, whether from additional financing,
collaborative arrangements with other companies, or other sources, may not be
available when needed or on favorable terms.


Conflicts of Interest

     Certain of the directors and officers of the Company are also directors
and/or officers and/or shareholders of other companies.  Such associations may
give rise to conflicts of interest from time to time.  The directors of the
Company are required by law to act honestly and in good faith with a view to the
best interests of the Company and to disclose any interest, which they may have

                                       5

<PAGE>

in any project or opportunity of the Company.  If a conflict of interest arises
at a meeting of the board of directors, any director in a conflict must disclose
his interest and abstain from voting on such matter.  In determining whether or
not the Company will participate in any project or opportunity, the directors
will primarily consider the degree of risk to which the Company may be exposed
and its financial position at the time.


Risks Related to Potential Acquisitions

     The Company may in the future pursue strategic acquisitions of businesses
and technologies.  Acquisitions may entail numerous risks, including:

     o    difficulties in assessing values for acquired businesses and
          technologies;
     o    difficulties in the assimilation of acquired operations and products;
     o    diversion of management's attention from other business concerns;
     o    assumption of unknown material liabilities of acquired companies;
     o    amortization of acquired intangible assets, which could reduce future
          report earnings; and
     o    potential loss of customers or key employees of acquired companies.

     The Company may not be able to integrate successfully any operations,
personnel, services or products that it acquires in the future.


Control by Principal Shareholders, Officers and Directors Could Adversely Affect
the Company's Shareholders

     The Company's officers, directors and greater-than-five-percent
shareholders (and their affiliates), acting together, have the ability to
control substantially all matters submitted to the Company's shareholders for
approval (including the election and removal of directors and any merger,
consolidation or sale of all or substantially all of the Company's assets) and
to control the Company's management and affairs.  Accordingly, this
concentration of ownership may have the effect of delaying, deferring or
preventing a change in control of the Company, impeding a merger, consolidation,
takeover or other business combination involving the Company or discouraging a
potential acquirer from making a tender offer or otherwise attempting to obtain
control of the Company, which in turn could materially adversely affect the
market price of the Company's stock.


International Risks

     International Operations - As the Company's operations are internationally
based; such operations are subject to numerous inherent risks beyond the
Company's control, including political and economic conditions affecting the
countries of operation.  The Company's international business activities may
include difficulties in staffing and managing international operations, currency
fluctuations and currency management issues, difficulties in collecting accounts
receivable, imposition of public sector controls, trade and tariffs
restrictions, price or exchange controls, limitations on repatriation of
earnings, longer payment cycles, political and economic instability, seasonal
fluctuations in business activity during the summer months, foreign tax
consequences and the burdens of complying with a wide variety of foreign laws
and regulations.

                                       6

<PAGE>

     The Company conducts most of its business outside the US and thus most of
its expenses and revenues, if not all, are derived in foreign currencies.  Thus,
the Company may experience a material loss due to fluctuations in foreign
currencies.  The Company typically denominate foreign transactions in foreign
currency and have not engaged in hedging transactions.


Competition and Competitive Business Conditions

     Competition - The Company's Voice & Data Systems Division operates in a
highly competitive environment.  The markets in which the Company operates are
comprised of a substantial number of global and regional competitors, many of
which have greater financial, engineering, manufacturing and other resources
than the Company.  Competing with such companies will require continued
investment by the Company in engineering, research and development, marketing
and customer service and support.  Future profitability will depend upon
broader market penetration that the Company has yet to secure.  The fax
broadcast and messaging industry is intensely competitive and served by a wide
range of companies, including major telephone service providers, ISPs in
developed countries and other companies specializing in providing fax and
messaging services.  Many of these companies have significantly greater
financial resources and reach than the Company and extensive established
networks.  Typically, the Company's Flexemessaging Division does not have long-
term contractual agreements with its clients and there can be no assurance that
its clients will continue to transact business with the Company in the future.
In addition, there can be no assurance that clients will not elect to use
alternatives to the Flexemessaging Division's fax or messaging communications
services, such as the Internet, to carry such communications or that companies
offering such alternatives will not develop product features or pricing policies
which are more attractive to clients than those offered by the Company.  Such
competition companies may also invite partnering or joint venture arrangements
with the Company in one country under a mutual agreement but still remain a
strong competitor to the Company in others.  This could require the Company to
adapt or change out its technology to achieve such partnering or joint venture
relationships.

     Uncertainty of Strategic Relationships - The Company has already completed
some and continues to pursue strategic relationships or partnerships in order to
enable the Company to offer its products and services to a larger customer base
and on more economies of scale.  The Company's success depends in part on the
success of these relationships and the ability of these strategic partners to
market and supply the Company's products and services.  Failure of one or more
of these strategic relationships or partners to successfully develop and sustain
a market for our services or the termination of one or more of these strategic
relationships could hinder the Company's ability to increase sales and revenue.
Additionally, our strategic partners may not view their relationship with the
Company as significant to their business and thus any reassessment of their
commitment to the relationship could have a material adverse effect on the
Company.  The ability of our strategic partners to incorporate our products and
services into their product and services now and in the future will require the
Company to respond timely with new products and services as technological
advances are made.  If the Company fails to enhance or create new products and
services in response to technological changes such could result in the Company's
strategic partners terminating their relationship or seeking alternative
providers.

                                       7

<PAGE>

     Further, the telecommunications industry is experiencing rapid
consolidation.  Consolidation within the industry, including consolidations of
the Company's clients and strategic partners, could have a material adverse
effect on the Company's business, financial condition and operations.

     Uncertainty of Market Acceptance - The Company's future success depends
upon the market acceptance of its existing and future electronic messaging
product lines and services integrating the functionality of the telephone and
the computer.  This will require the market to accept a new way of exchanging
and transmitting information, which will most likely depend upon several
factors, including ease of use, price, reliability, access and quality of the
service, system security and the products functionality.  A decline in the
demand for, or the failure to achieve broad market acceptance of the Company's
product lines and services would have a material adverse effect on the Company's
business, financial condition and operations.

     The Company believes that its future success is also dependent in part upon
its ability to route more of its client traffic through the Internet and expand
its base of Internet capable nodes.  Thus, the Company is dependent upon the
viability of the Internet as a medium for the transmission of documents.  The
Company relies upon third party ISP providers for access to the Internet through
Internet capable nodes at varying prices.  There can be no assurance that the
current pricing structure for the Company's access and use of the Internet will
not adversely change.  If the Internet proves to be an impractical or unreliable
medium for transmission of documents or material capacity constraints develop,
the Company's business, financial condition and operations may be adversely
affected.

     Reliance on computer and communications systems - The Company's business is
highly dependent on its computer and telecommunications systems and those of
others, such as Safecom and Xpedite, for the operation and quality of service of
the Company's Flexemessaging Division system.  The temporary or permanent loss
of all or a portion of any system, for whatever reason, could have a materially
adverse effect on the Company's business, financial condition and results of
operations.

     Dependence on Telephone Services - In broadcasting faxes or other messaging
technologies, the Company's Flexemessaging Division is highly dependent on
telephone services provided by local and long distance telephone companies in
countries throughout the world.  The quality and availability of telephone
service varies and in some areas is limited.  Any significant interruption in
telephone service could adversely affect the Company.  Rate increases imposed by
telephone companies will increase the Company's tariffs from Xpedite and could
adversely affect its financial condition and results of operations.  There can
be no assurance that an act of sabotage, technical failure, natural disaster or
similar event would not cause the failure of a telephone network, other portions
of the network or one of the switching facilities as a whole, resulting in the
interruption of the Company's services.  Such an interruption of service could
have a material adverse impact on the Company's business, financial condition
and operations.

     Dependence on Internet Service Providers (ISPs) - In using the Internet as
a receiving, transport or delivery mechanism for its messages, the service is
highly dependent on the performance of ISPs throughout the world.  As message
traffic can be handed off from ISP to ISP beyond the control of the Company, any
resultant traffic loss, failure or poor performance by any ISP in the chain

                                       8

<PAGE>

could have a detrimental effect upon the service level and performance of the
Company's service.  This in turn could affect the Company's clients who may then
opt not to use the service.  Although the Company will always try to use
reliable ISPs there can be no assurance that such performance problems will not
occur.

     Dependence on key customers - The Company's Flexemessaging Division derives
a significant portion of its revenues from a relatively small number of
customers and there and there is no assurance that such customers will continue
to provide the same levels of revenue in the future.


Technology Risks

     Lack of Patentable Technology - The Company uses certain non patentable
technology.  None of the Company's distributorship agreements provide the
Company with exclusive proprietary technology and there can be no assurance that
the Company will be able to sustain a competitive advantage against other firms
with access to the same technology.

     TWC may not be able to obtain effective patents to protect our technologies
from use by competitors, and patents of other companies could require us to stop
using or pay for the use of required technology - Our success will depend to a
significant degree on our ability to:

     o    obtain patents and licenses to patent rights;
     o    preserve trade secrets; and
     o    operate without infringing on the proprietary rights of others.

     The Company has a filed global patent application relating to our
technologies.  There is a risk, however, that patents may not issue from any of
these applications or that the patents will not be sufficient to protect our
technology.  Patent applications in the U.S. are confidential until a patent is
granted.  As a result, we would not know if our competitors filed patent
applications for technology covered by our pending applications.  We could also
not be certain that we were the first to reduce to practice the technology that
is the subject of our patent applications.  Competitors may have filed patent
applications or received patents and may obtain additional patents and
proprietary rights that block or compete with our patents.

     We may obtain patents for certain products many years before marketing
approval is obtained for those products.  Because patents have a limited life,
which may begin to run prior to commercial sale, the commercial value of the
product may be limited.

     Our competitors may file patent applications covering our technology.  If
so, we may have to participate in interference proceedings or litigation to
determine the right to a patent.  Litigation and interference proceedings are
expensive even if successful.

                                       9

<PAGE>

     Our success depends in large part on our ability to operate without
infringing upon the patents or other proprietary rights of third parties.  If we
infringe patents of others, we may be prevented from commercializing products or
may be required to obtain licenses from these third parties.  We cannot be
certain that we would be able to obtain alternative technologies or any required
license.  Even if we were to obtain such technologies or licenses, we cannot be
certain that the terms would be reasonable.  If we fail to obtain such licenses
or alternative technologies, we may be unable to develop some or all of our
products.

     In addition, we will use significant unpatented proprietary technology and
rely on unpatented trade secrets and proprietary know-how to protect certain
aspects of our production and other technologies.  Our trade secrets may become
known or independently discovered by our competitors.

     Technology Risk - The market for the Company's products and services is
characterized by rapidly changing technology, frequent new product
introductions, evolving industry standards and evolving methods of building and
operating communications systems.  The Company's ability to compete effectively
is dependent upon its ongoing significant investment in software development and
telecommunications technology by continuing to enhance its current services, and
develop and introduce new services and products in a timely fashion.  There can
be no assurance that the Company will be successful in anticipating or adapting
to technological changes or in selecting and developing new and enhanced
technology on a timely basis.  Future technological advances in the continually
changing telecommunications industry may result in the availability of new
services, products or methods of electronic document delivery that could compete
with the document distribution services currently provided by the Company's
Flexemessaging Division.

     Moreover, decreases in the cost of existing products or services could
enable the Company's current or potential clients to fulfill their own needs for
electronic document distribution services more cost efficiently than through the
use of the Company's services.  The Company could be adversely affected in the
event of such technological change, or if such changes in technology enable
additional companies to offer services which could replace some or all of the
services presently offered by the Flexemessaging Division.


Growth-Related Risks

     The Company may be subject to growth-related risks, including capacity
constraints and pressure on its internal systems and controls.  The ability of
the Company to manage its growth effectively will require it to continue to
implement and improve its operational and financial systems and to expand, train
and manage its employee base.  The inability of the Company to manage this
growth could have a material adverse impact on its business, operations and
prospects.


TWC May Not be Able to Develop New Products to Satisfy Changes in Demand

     The Company cannot assure investors that it will successfully identify new
product opportunities and develop and bring products to market in a timely and
cost-effective manner, or that products or technologies developed by others will

                                       10

<PAGE>

not render the Company's products or technologies obsolete or noncompetitive.
In addition, to remain competitive the Company must continue to reduce package
sizes, improve manufacturing yields and expand sales.  The Company may not be
able to accomplish these goals.

     The Company sells products primarily pursuant to purchase orders for
current delivery, rather than pursuant to long-term supply contracts.  Many of
these purchase orders may be revised or cancelled without penalty.  As a result,
the Company must commit resources to the production of products without any
advance purchase commitments from customers.   The Company's inability to sell
products after it has devoted significant resources to them could have a
material adverse effect on its business, financial condition and results of
operations.


Risks Related to Supply of Materials and Services

     Dependence on Key Suppliers - Should any of the Company's key suppliers
experience difficulty in providing product in a timely manner, this could
adversely affect the Company's revenues and reputation in the market.
Additionally, the failure on the part of these suppliers to develop and
manufacture or supply new or enhanced products or software that meet or
anticipate technological changes on a timely and cost competitive basis could
have a materially adverse effect on the Company's financial condition and
results of operations.  Key suppliers are:

     Xpedite: Exclusive agreement dated December 2, 1999 with Xpedite to carry
all the fax broadcast traffic for a period of 12 - 24 months subject to service
and pricing criteria.  This agreement is automatically extended subject to a six
(6) month cancellation notice by either party.

     IPC: Non-exclusive distribution agreement dated March 7, 2001 for the
Australian market in the emergency services command control market for an
initial term of two years, with automatic extension thereafter, unless
terminated in writing upon giving 60 days notice.  A performance criterion of
US$250,000 in sales per year is required under the contract.  If this is not
achieved, IPC may terminate the agreement upon written notice.

     Safecom: Professional application server hosting agreement dated July 27,
2001 for an initial term of 12 months with an option to renew for up to another
two years.

     Positron: Exclusive distribution agreement for Australia and the Pacific
Islands for an initial period of two years.  Thereafter the agreement
automatically continues for additional periods of twelve months, subject to not
less than a three-month notice period.

     Magnaysnc: Non-exclusive distribution agreement in Australia and New
Zealand for an initial period of twelve months.  Thereafter the agreement
automatically continues for additional periods of twelve months, subject to a
three-month notice period.

     Computronics: No contract in place.  Has been operating on a purchase order
basis for the last twelve months.

                                       11

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     Trend Micro: An agreement dated February 21, 2000 with Trend Micro to
supply up to date virus scanning software for the Flexemessaging Division's
Gateway for an initial period of two years with an automatic extension.
Termination is possible upon giving 60 days notice.


Potential Effects of System Outages

     Risks are presented by electrical or telecommunications outages, computer
hacking or other general system failure.  To try to manage the Company's
operations efficiently and effectively, it relies heavily on its internal
information and communications systems and on systems or support services from
third parties.  Any of these are subject to failure.  System-wide or local
failures that affect the Company's information processing could have material
adverse effects on its business, financial condition, results of operations and
cash flows.  In addition, insurance coverage for the risks described above may
be unavailable.


Dependence on Key Personnel

     The Company is dependent upon a small number of key personnel.  The loss of
the services of one or more of such personnel could have a material adverse
effect on the Company.  The Company's success will depend in large part on the
efforts of these individuals.  The Company will face intense competition for
qualified personnel, and there can be no assurance that it will be able to
attract and retain such personnel.


Dependence on Recruiting and Retention of Sales, Customer Support and Software
Development Personnel

     The future revenue growth of the Company will depend in large part on its
ability successfully to expand its sales force, customer support and software
development capability.  The Company may not be able successfully to manage the
expansion of such functions or to recruit and train additional sales,
client/customer support and software development personnel.  If the Company is
unable to hire and retain additional sales personnel, it may not be able to
increase its revenues to the extent necessary to ensure profitability.  If the
Company is unable to hire trained consulting and client/customer support
personnel it may be unable to meet client or customer demands.  If the Company
is unable to hire skilled software developers it may be unable to meet the
changing technological demands.  Even if the Company is successful in expanding
its sales force, client/customer support and software development capability,
the expansion may not result in revenue growth.


Fluctuations in Earnings

     While the Company has been in business for approximately sixteen years, it
has experienced losses in some of its recent financial years, including the
fiscal years ended June 30, 2003, June 30, 2002 and June 30, 2001.  The
Company expects to experience significant fluctuations in future quarterly
results that may be caused by many factors, including (i) the pace of
development of its business; (ii) changes in the level of marketing and other
operating expenses to support future growth; (iii) competitive factors; and
(iv) general economic conditions.

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Dependence on Additional Financing

     The Company may require additional financing in order to support expansion,
develop new or enhanced services or products, respond to competitive pressures,
acquire complementary businesses or technologies, or take advantage of
unanticipated opportunities.  The ability of the Company to arrange such
financing in the future will depend in part upon the prevailing capital market
conditions, as well as its business performance.  There can be no assurance that
the Company will be successful in its efforts to arrange additional financing
under satisfactory terms.  If additional financing is raised by the issuance of
shares of the Company's common stock, the Company's shareholders may suffer
dilution.  If adequate funds are not available, or are not available on
acceptable terms, the Company may not be able to take advantage of
opportunities, or otherwise respond to competitive pressures and remain in
business.


Risks Related to Fire, Natural Disaster, and Equipment Problems

     If a fire, natural disaster or any other catastrophic event prevents the
Company from operating its messaging platform for more than a few days, the
Company's revenue and financial condition could be severely impacted.  Because
of the mission critical nature of the Company's services, it would be difficult
for it to arrange for independent service providers to carry all the messaging
traffic in a short period of time.


Domain Names

     The regulation of domain names in the United States and in foreign
countries may change.  Regulatory bodies could establish additional top-level
domains, appoint additional domain name registrars, or modify the requirements
for holding domain names, any or all of which may dilute the strength of its
names.  The Company may not acquire or maintain its domain names in all of the
countries in which its Internet site may be accessed, or for any or all of the
top-level domain names that may be introduced.  The relationship between
regulations governing domain names and laws protecting proprietary rights is
unclear.  Therefore, the Company may not be able to prevent third parties from
acquiring domain names that infringe or otherwise decrease the value of its
marks and other proprietary rights.

                                       13

<PAGE>

Changing Governmental Regulations

     The Company may face increased government regulation and legal
uncertainties.  There are an increasing number of federal, state, local and
foreign laws and regulations pertaining to the Internet.  In addition, a number
of federal, state, local and foreign legislative and regulatory proposals are
under consideration.  Laws or regulations may be adopted with respect to the
Internet relating to liability for information retrieved from or transmitted
over the Internet, online content, user privacy and quality of products and
services.  Moreover, the applicability to the Internet of existing laws
governing issues such as intellectual property ownership and infringement,
copyright, trademark, trade secret, obscenity, libel, employment and personal
privacy is uncertain and developing.  Any new legislation or regulation, or the
application or interpretation of existing laws or regulations, may decrease the
growth in the use of the Internet, may impose additional burdens on electronic
commerce or may alter how the Company does business.  This could decrease the
demand for its services, increase its cost of doing business or otherwise have a
material adverse effect on the Company's business, results of operations and
financial condition.

     Enforcement of Civil Claims - The Company was incorporated under the laws
of Bermuda, while the operating entities are based in Australia.  Certain of its
directors and all of its officers reside, and all of its assets are located,
outside of the United States.  It may not be possible for investors to effect
service of process within the United States upon the directors and officers of
the Company.  It may also not be possible to enforce judgments obtained in
United States courts predicated upon the civil liability provisions of
applicable securities laws of the United States against the Company or its
directors and officers.

     Change in government policies - A deterioration in economic conditions in
countries where the Company carries on business or other factors could result in
a change in government policies, which may materially affect the Company's
financial position and results of operations.

     Regulation of the telecommunications industry - The telecommunications
industry is subject to regulatory control.  Any amendments to current
regulations could have a material adverse effect on the Company's business,
results of operations and prospects.

     Deregulation of the Australian Telecommunications Industry - On July 1,
1997 the Australian Telecommunications Industry deregulated.  Until late 1999,
only national and international calls were allowed to be offered by licensed
carriers.  Since deregulation new and emerging carriers have been taking market
share away from the incumbent, Telstra Corporation Limited.  This is evidenced
by Telstra's retail market share of the national and international call market
being forecast at below 50% in 1999, as compared to 74% in 1994 (Source:
Telstra/Austel).  As a result, fax broadcast revenues and margins per minute are
expected to continually reduce in order to secure market share and customer
base, as existing and new competitors continue to increase market share through
cost leadership strategies, as a result of reduced carriage costs.

     Regulation of broadcast faxing and emailing - In recent years, legislation
has been enacted in the United States, Europe, Australia and other countries
restricting fax or Email broadcasting especially by businesses to private

                                       14

<PAGE>

numbers/addresses.  Similar restrictions are starting to appear governing
business-to-business fax broadcasting and this may have an adverse affect on the
Company's business and results.  Current trends in regulation of electronic
messaging are that messages should only be sent to those that want the
information in the message or have "opted in" to receive specific types of
information from time to time.  The Company makes every effort to ensure that
customers have obtained 'opt in' status from the recipients to whom they intend
to send their messages, however cannot guarantee that this is the case.


ITEM 4.  INFORMATION ON THE COMPANY


ITEM 4A. HISTORY AND DEVELOPMENT OF THE COMPANY

     TWC is a holding company with all of its operations being managed and
conducted through its majority owned operating subsidiary, Flexemessaging
Acquisition Ltd. (formerly known as Flexemessaging.com, Inc.). TWC was founded
in 1987 as Trade Wind Communications Ltd as a result of a management buyout
from Philips Telecommunications Industries of Holland.  TWC was initially
focused on the manufacture and supply of mission critical equipment to financial
dealing rooms through TWC's relationship with Telecom Australia, now known as
Telstra.  TWC has broadened its focus to include research and development and
marketing.  By 1993, TWC had gained approximately 50% of the Australian market
share of the 'turret' voice dealing systems in the financial market and around
80% of the Australian market share in the command control sector in emergency
services, airline services, utilities, defense and other government area
services.  As the market deregulated, TWC moved into messaging, initially
operating a global network with PoPs in places like New York, London, Tokyo and
Singapore and now utilizes a third party for such services as it is less costly
method of providing its services.  TWC has now expanded its operations to
provide essential messaging services.

     TWC made an initial public offering on the Canadian Venture Exchange
(CDNX: TWC) in 1998 to raise capital to fund its expansion overseas.
Unfortunately the market in Vancouver lost liquidity.  TWC then decided to seek
to raise capital in the US market.  In January 1998, TWC contacted Atlantic
International Capital Holding Ltd. ("AICH") to assist it in raising capital in
the US market.  TWC entered into an agreement with AICH (the "US Acquisition
Agreement") with the objective of performing two tasks.  First, AICH was to
identify an acquisition target and secondly, AICH was to arrange for funding for
TWC and its controlled entities pending completion of the acquisition of the
target.  Pursuant to that agreement, AICH identified Silver Ventures, Inc. or
"SVI" (now known as Flexemessaging Acquisition Ltd.), an Idaho corporation, as
an acquisition vehicle/target and assisted SVI and TWC in structuring and
concluding a reverse acquisition whereby TWC sold all of its business assets,
consisting of the stock of Trade Wind Group Pty Limited ("TWG"), a wholly owned
subsidiary of TWC, incorporated on September 6, 1988 under the laws of
Australia.  See discussion below for further details of this exchange
transaction.  Next, AICH was to assist the acquisition target, SVI that changed
its name to Flexemessaging.com, Inc., in raising $3,660,000 through the sale of
its common stock utilizing private placements in the US market.

      Upon the advice of AICH, TWC implemented the transaction contemplated in
the US Acquisition Agreement by entering into a merger and acquisition agreement
dated February 5, 1999 between SVI and TWC (the "Merger Agreement") whereby TWC

                                       15

<PAGE>

sold all of its business assets consisting of the stock of TWG, its wholly-owned
subsidiary.  At the time, SVI was a non-operating public shell with no tangible
assets and 1.1 million shares of common stock outstanding, consisting of 500,000
shares held by the former shareholders of SVI and 600,000 shares held by or for
the benefit of AICH, in part consideration for services rendered and in
contemplation of future services to be rendered.  SVI acquired the assets of
TWG in exchange for the issuance of 8.8 million shares of its common stock.
The valuation attributable to this transaction was based on arms length
negotiation driven by ultimate ownership principles.  A forward valuation (a
valuation arrived at by applying a revenue multiple to the Company's future
revenue stream) based on future revenues was determined and from this
capitalization model, the total outstanding common stock was calculated.
Thereafter, the respective equity ownership positions were negotiated.  SVI
continued the operations of TWG as a wholly owned operating subsidiary and
changed its name in connection with this transaction to Flexemessaging.com, Inc.
("Flexemessaging").  TWC then held approximately 86.3% (i.e. 8.8 million shares)
of Flexemessaging upon completion of the transaction contemplated in the Merger
Agreement.

     Flexemessaging was formed under the laws of the State of Idaho on August
29, 1957 under the name of Siler Equipment Sales, Inc. to salvage and sell scrap
metal, mine timber and related mining products.  Thereafter, the name was
changed to American Network Technologies, Inc. on February 20, 1996, to Piazztec
International, Inc. on June 18, 1997 and Siler Ventures, Inc. ("SVI") on
February 23, 1998.  On February 15,1999, SVI changed its name to
Flexemessaging.com, Inc. to better reflect the new industry in which it
operated.  For more historical information on Flexemessaging, you may refer to
its periodic filings made with the SEC under the Exchange Act.  Also, see the
"Introduction" section of this Annual Report.

     In October 2000, TWC proposed an exchange offer to Flexemessaging whereby
it would exchange 1.754880714 of its capital stock for the remaining 13.7% of
Flexemessaging's common stock outstanding (the "Exchange Offer").
Flexemessaging's Board of Directors were looking at various alternatives for
reorganizing offshore in an attempt to reduce its operating costs simplify its
structure.

     The Board of Directors of both TWC and Flexemessaging, upon determining the
offer would be in the best interest of their respective companies and their
shareholders, unanimously approved the Exchange Offer and agreed in principal
with the terms of a Plan of Exchange on or about September 1, 2000.  The
shareholders of both TWC and Flexemessaging also approved the Exchange Offer in
accordance with the laws of both the State of Idaho and Bermuda.  In accordance
with Section 99 of the Bermuda Companies Act, the Supreme Court of Bermuda,
after holding hearings, rendered its final order approving the fairness of the
Exchange Offer on May 25, 2001.  The effective date of the exchange was August
29, 2001, the date on which all the necessary filings of documentation were
completed with both the State of Idaho and the Registrar of Companies in
Bermuda.

     Pursuant to the terms of the Exchange Offer, TWC exchanged 1.754880714 of
its shares of common stock for each outstanding share of Flexemessaging's common
stock as of the record date of October 5, 2000.  As a result, TWC now owns 100%
of Flexemessaging and its operating subsidiaries and the former shareholders of
Flexemessaging have become shareholders of TWC.  Accordingly, TWC became the
successor issuer to Flexemessaging pursuant to Rule 12g-3(a) and (f) of the

                                       16
<PAGE>

General Rules and Regulations of the Commission, and as successor issuer to
Flexemessaging, has elected to continue to report under the Exchange Act as a
foreign private issuer.

     The exchange of shares is exempt from registration under the Securities Act
of 1933, as amended, pursuant to Section 3(a)(10) as the Supreme Court of
Bermuda, in accordance with Section 99 of the Bermudan Companies Act and after
hearings were held and shareholder votes taken, has rendered a final order
approving the exchange.  Under Section 99 of the Bermudan Companies Act, the
Court must satisfy itself that the terms and conditions of the exchange are fair
and that the transaction contemplated is fair to the members and/or shareholders
prior to granting its approval.

     In order to reorganize its operating subsidiaries offshore to reduce costs
and simplify its structure, TWC merged Flexemessaging with and into another of
its wholly owned subsidiaries, Flexemessaging Acquisition Ltd, a Bermuda
corporation.  As of October 18, 2001, Flexemessaging merged into Flexemessaging
Acquisition Ltd with Flexemessaging Acquisition Ltd being the surviving
corporation thereby reorganizing the operating subsidiaries offshore.  On the
4th of July 2003, Flexemessaging Acquisition Ltd  entered into Member's
Voluntary Liquidation as a prelude to winding it up. All the assets of
Flexemessaging Acquisition Ltd will be distributed to it's sole shareholder TWC
and as a result, all the shares in TWG will be directly owned by TWC. See Item
4C. "Organizational Structure" for the structure of the Company as at 30 June
2003.

     TWC's business consists of the operations conducted by the Flexemessaging
Acquisition Ltd. ("Flexe").  Flexe is primarily engaged in two major business
segments: Voice & Data Systems and electronic messaging.  The Company's Voice &
Data segment (referred to as the "Voice & Data Systems Division") is a value-
added distributor of communication systems and data applications for emergency
services operations and is recognised as a leading provider in Australia of
technology solutions in the field of mission critical voice and data
communications and electronic displays.  The Company's electronic messaging
segment (referred to as the "Flexemessaging Division") provides a multi channel,
large scale messaging, business to business (B2B), Application Service Provider,
providing delivery of information via fax, email and SMS on behalf of its high
profile customer base.

     With effect from March 31 2003, the Company sold its paging infrastructure
business conducted by Multitone Communications Systems Pty Limited (Multitone)
as part of the Voice and Data Division, to MCS Communication Systems Pty Limited
(MCS), a company controlled by former management of Multitone. In consideration
for the Multitone contracts and assets acquired by MCS, Multitone retained and
collected all amounts owing from debtors as at March 31, 2003. In addition, MCS
have assumed trade liabilities of $118,000 and will pay a goodwill value of
$90,000 over a three year period at the rate of $2,500 per quarter, commencing
Sep 30, 2003.

     On July 4 2003 the Directors placed two subsidiaries of Trade Wind
Communications into voluntary administration and appointed Max Donnelly and
Steve Sherman of Ferrier Hodgson as joint and several administrators pursuant to
section 436E(4) of the Corporations Act of Australia 2001.

     At a second meeting of creditors held on July 31, 2003, creditors voted to
accept a Deed of Company Arrangement (DOCA) put forward by TWC. The conditions

                                       17
<PAGE>

of the DOCA provide for a Deed Fund of A$690,000 to be paid by TWC on or before
September 15, 2003 in favour of the creditors. The effective dividend payable to
the creditors was estimated at the rate of 10 cents in the Australian dollar.
This vote placed control of the subsidiaries back in the hands of the directors'
of TWC.

     On 1 September 2003, TWC entered into an agreement with Xpedite Systems Pty
 Limited, a subsidiary of NASDAQ listed PTEK Holdings, for the sale of the TWC
Discretionary Messaging business. The sale has been structured on an 'earn-out'
basis over a twenty-four month period effective September 1, 2003. TWC will earn
a percentage of the monthly revenue generated over the twenty-four month period
ranging from 30% to 75% of monthly revenue.

     On 5 September 2003, the deed fund payable to the creditors under the Deed
of Company Arrangement was paid in full and final settlement of all creditor
claims. This resulted in an effective dividend payable to the creditors
estimated at the rate of 12.5 cents in the Australian dollar.

     On the 4th of December 2003, TWC entered into an agreement with Integ
Communication Solutions Pty Ltd, a subsidiary of Australian listed company UXC
limited for the sale of the Voice and Data Division with an effective date of 1
July 2003. In addition to the consideration received, TWC will earn 2%
commission on the gross revenue of any orders received relating to a prospect
list within 36 months after completion.

     Flexe presently operates through one operating subsidiary incorporated
under the laws of New South Wales, Australia, and five dormant subsidiaries
incorporated under the laws of New South Wales, Australia and with approximately
34 employees, including 33 full time employees as at June 30, 2003.  One of the
subsidiaries of the acquired TWG is a wholly owned subsidiary called Trade Wind
Marketing Pty Ltd ("TWM"), a New South Wales, Australian corporation.  The
Company's above described operating divisions operate under TWM using the
tradename of 'Flexemessaging' and 'Trade Center Products'.  The Company's
principal office is located in Sydney, Australia.  The Company's assets consist
of office equipment, leasehold improvements and the value of its ongoing
business operations.


ITEM 4B. BUSINESS OVERVIEW


FLEXEMESSAGING DIVISION

     Established in 1994, this division operates as an Application Service
Provider (ASP) to whom TWC's clients outsource their mass message distribution
processing.  The FLEXML technology platform takes the clients documents,
variable data and address lists, processes it and then electronically delivers
it to the recipient, independent of the device being sent to.   Clients can
electronically send out personalised letters, invoices, reminder letters, press
releases, product alerts, etc., all in a matter of minutes, more efficiently and
cost effectively than sending out by regular mail via post offices.

     In the Internet era, much has been made of the growth in e-marketing and
other technology applications to assist businesses to make their processes more

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<PAGE>

efficient and faster. This electronic transfer of information is called
'messaging'. However, the greatest potential for Flexemessaging to grow
significantly is to provide messaging services that are considered essential to
the day-to-day operations of businesses. This is especially in the Business-to-
Business area.

     In the Internet era, much has been made of the growth in e-marketing and
other technology applications to assist businesses to make their processes more
efficient and faster. This electronic transfer of information is called
'messaging'. However, the greatest potential for Flexemessaging to grow
significantly is to provide messaging services that are considered essential to
the day-to-day operations of businesses. This is especially in the
Business-to-Business area.

     Information distribution in any enterprise can be roughly divided into two
distinct types

     a)     Discretionary information. This includes documents used as marketing
            materials, sales campaigns, newsletters, press releases etc. Sending
            out such information is influenced by outside forces such as
            available budgets, the economy, timing of marketing campaigns, etc.
            These tend to increase in volume and occurrence when business is
            going well.

     b)     Non-Discretionary information sometimes referred to as "Essential
            Mail" (or EM). This includes information sent as part of the day-to-
            day business process. Examples are bill presentment, quarterly
            reports, government notifications, insurance premium renewals,
            receipts, etc. The volume and occurrence is not so affected by
            economic factors.

     The single most obvious area for high growth in essential mail is in the
area of electronic billing (sometimes referred to as ' electronic bill
presentment and payment, or EBPP). Every enterprise has the requirement for
invoicing and bill presentment.

     In line with this on 1 September 2003, TWC entered into an agreement with
Xpedite Systems Pty Limited, a subsidiary of NASDAQ listed PTEK Holdings, for
the sale of the TWC Discretionary Messaging business. The sale has been
structured on an 'earn-out' basis over a twenty-four month period effective
September 1, 2003. TWC will earn a percentage of the monthly revenue generated
over the twenty-four month period ranging from 30% to 75% of monthly revenue.


Product and Market Evolution

     The Flexemessaging Division today is a leading multi-channel, large-scale
messaging, business to business (B2B), Application Service Provider, providing
delivery of information via fax, e-mail and Short message Service (SMS) on
behalf of its high profile customer base.  In June 2001, the Company launched
its third generation platform, viz., FLEXML at CeBit in Sydney.  This technology
is a messaging infrastructure platform that encompasses database management,
format conversion and multichannel delivery engine based on XML and Java.  It
aims to take any message or any set of documents, content or components of a
database, compile it, format it and mass deliver it anywhere, anytime,
independent of the receiving device (be it fax, email, PDA, mobile, SMS or any
future technology).  A new service EMdirect has been launched to provide cost
effective and simple billing solution for electronic delivery of essential mail,
viz, invoices, statements, reminders, remittances, subscriptions, etc.

     The products and services offered at June 30, 2003 are:


EMdirect - "Essential Mail Direct"

     'Customers value improved cash flow over a reduction in costs' (Gartner
2001).  An area where this is becoming fundamental is in the area of invoicing
and bill presentment.  It is estimated (Gartner) that by 2004 60% of all US

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<PAGE>

invoicing will be electronic.  Current electronic billing is Web based and aimed
at B2C, with customers having to go to specific sites to pay each bill.  In the
case of B2B this is not practical, as the processes within companies
(underwritten by auditors) require that nominated individual managers approve
invoices for payment (i.e. on paper).  The business then arranges payment
through its own cheque cycle.

     Currently in Australia it is estimated that over 90% of invoices are
submitted through the post with an average cost of between $1.60 and $5.00 per
invoice (inclusive postage).  EMdirect simply replaces the paper invoice with an
electronic one, which is sent out as a fax or email, as preferred by the
customer at the time of purchase.  The cost for providing such an invoice is
less than $1.00.  However another major benefit is in speeding up cash flow.
EMdirect can deliver thousands of invoices in minutes instead of 7 to 10 days by
traditional paper methods (no overnight printing, stuffing envelopes, posting,
mailroom distribution etc).  Due to its simplicity there is no longer any need
to invoice monthly and so invoices can be sent out weekly or even daily - even
further improving cash flow potential.  The same database is used to then send
out statements of accounts, reminder letters etc.


Flexefax

     Flexefax is a fax and email broadcasting service designed to broadcast to
multiple recipients using installed software or Web access.  Flexefax can send
to hundreds or many thousands of recipients within minutes.  This service is an
efficient, reliable and cost effective solution for advertising campaigns, press
releases, newsletters and non-personalised information requiring distribution.
Status reports as to delivery times are available.  The client only pays for
faxes delivered or emails sent.


Flexedirect

     This service allows clients to give a personalised message to each
recipient.  This helps clients build a stronger relationship with their
customers.  There can be any number of variables in each letter and the document
preparation is similar to that in merge for Word for Windows.  It also
facilitates database cleansing as the status reports highlight any undelivered
faxes and returned emails are sent back directly to the sender and can then be
followed up.


FlexeMedia

     With high integrity databases and digital technology, FlexeMedia provides a
unique range of services designed to increase a clients story exposure to the
media.  By selecting the required media groups to target FlexeMedia can
distribute Press Releases to those editors or journalists who are most likely to
pick up the story.


Flexemarketing

     With the expansion of the Internet, interactive messaging is taking a
leading and growing role in the way smart businesses communicate.
Flexemarketing provides companies with a packaged, high volume email solution
that processes, delivers, tracks and reports on any Internet based marketing
campaign, be it permission marketing, opt-in marketing, interactive Customer

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<PAGE>

relationship management (CRM), one to one marketing, promoting websites, or
using email marketing to convert to sales.


FlexeSMS

     SMS is a highly effective communication tool that sends brief text messages
of up to 160 characters to mobiles phones.  It's as easy as sending an email and
is done at a fraction of the cost of a mobile call, and its instantaneous.


Flexe-bureau

     Clients, can forward their documents and distribution lists to TWC for
processing.  Flexemessaging Business Support then handles these clients
providing a bureau service.


Market Segmentation

     The large potential of the total broadcast market arises from the very
large number of PC's and fax machines installed throughout the world.  Industry
estimates vary from 60 million to 100 million fax devices installed world wide
all capable of receiving fax messages from each other.  The potential is also
aided from innovation and added value that message broadcasting brings to
organizations using more conventional delivery methods (postal mail outs,
newspaper advertisements, etc).

     Users of broadcast messaging include, but are not limited to:

     o    Banks, Securities Houses and Brokers
     o    Public Relations and Marketing Companies
     o    Wholesale Distributors (e.g. Computer Products, Books, Records, Food)
     o    Life Insurance and Superannuation Companies *
     o    Shipping and Freight Forwarders
     o    Professional Services Organizations
     o    Professional Associations
     o    Political and Lobby Organizations
     o    Government and near Government Organizations

     * Superannuation companies serve as externally managed investment or fund
vehicles of employees retirement contributions similar to the role of defined
contribution plans.


Global Service

     The Flexemessaging Gateway technology uses Internet Protocol ("IP") or FTP
to send its traffic to the ISP or Carrier for message delivery.  The agreement
with Xpedite integrating the use of its Global Network opens up opportunities
for business in other locations in the future by the Company as the Xpedite
network consists of a number of nodes around the world.  The current operation
of the Company is to originate traffic in Australia for delivery anywhere in the
world through the Xpedite network for fax.  However, in the future when the
Company sets up a VAR offering in another country, the Company's services will
be capable of integration with a local Xpedite node (via a Flexemessaging

                                       21

<PAGE>

Gateway server located at that node) to take advantage of local delivery rates.
This global architecture of the fax delivery network lends itself to the
establishment of local subsidiaries, branch offices and distributors in the
future.  The service can be made available from any chosen place in the world
and supported by a 24 hour help desk.


Strategy for Future Growth

     The potential market is split into the two market segments of discretionary
and non-discretionary mail to recognize the different priority levels of mail,
but also recognize the commercial margins available to TWC.

     Whilst TWC has built both discretionary and non-discretionary business
solutions it has approached the marketing model with a clear recognition that
the essential mail market (non discretionary mail) is the key revenue driver for
its business model and provides consistent recurring revenue with longer term
and more stable contractual arrangements with its customers

     By focusing on future growth coming from essential messaging services, TWC
has addressed a well-established "old economy" process by improving costs and
efficiency through the use of sophisticated technology.

     TWC delivers a seamless solution with no significant change to established
processes for the customer of the companies using the TWC applications. TWC's
business solutions address a company's need for cost reduction and efficiency.

     TWC has developed alliances with key providers in the necessary areas of
post, wholesale tariffs for bandwidth, storage and mail to deliver to the
customer immediate solutions with identified cost savings from the date of
implementation.

     Through the flexibility of its technology platform TWC can develop
alliances or partnerships with multiple mail-delivery providers, as the TWC
platform is independent of the delivery mechanisms for Mail. As TWC moves
forward it will increase its alliances and partnerships with other delivery
modules to its technology platform particularly in the bill payment and
archiving areas.

     TWC business solutions have global application and will be carried into
other markets. This significantly broadens the available market and the
commercial opportunities for TWC growth. This could be either through license,
partnership or sale of its applications technology.

     To protect its intellectual properties TWC has filed application for
patents and Trademarks covering its FLEXML Platform, its products including
EMdirect and specific technological functionality.

                                       22

<PAGE>

VOICE & DATA SYSTEMS DIVISION

     The Voice & Data Systems Division is recognised as a leading provider of
technology solutions in the fields of mission critical voice and data
communications, electronic displays and voice & data monitoring.  This Division
provides effective solutions to the following cross sectors:

     o    Stock and Futures Exchanges,
     o    Financial Institutions,
     o    Emergency Services Providers,
     o    Government Agencies,
     o    Airlines,
     o    Public Utilities,
     o    Industrial Companies, and
     o    Hospitals

     The Voice & Data Services Division has grown from the expertise built up as
a systems integrator in the financial market (mainly dealing systems and call
centres) and the Emergency Services market. It has a number of blue chip
companies as clients and provides turnkey projects from concept to maintenance.

     With effect from March 31 2003, the Company sold its paging infrastructure
business conducted by Multitone Communications Systems Pty Limited (Multitone)
as part of the Voice and Data Division, to MCS Communication Systems Pty Limited
(MCS), a company controlled by former management of Multitone. In consideration
for the Multitone contracts and assets acquired by MCS, Multitone retained and
collected all amounts owing from debtors as at March 31, 2003. In addition, MCS
have assumed trade liabilities of $118,000 and will pay a goodwill value of
$90,000 over a three year period at the rate of $2,500 per quarter, commencing
Sep 30, 2003.

     Its core business is now in supplying and integrating high level call
taking, computer aided dispatch and mapping software to the Emergency Services
market, which requires mission critical support capability and supplying and
integrating voice and data logging equipment for quality monitoring, compliance
and litigation support.

     The strategy for this division is to cover operational costs from
maintenance and support activities (with mostly Government or Financial Market
clients) and for the contribution for major emergency service projects falling
mainly to the bottom line.

     The current Products include:

     COMMAND CONTROL COMMUNICATIONS SYSTEMS. The Company is an exclusive
distributor for Positron's Public Safety Systems to serve Emergency Services,
Utilities, Control Centres etc. Positron is a market leader in call handling and
tracking software for Emergency Services in North America. The Company has a 90%
market share in the call-taking sector of NSW Emergency Services (Fire Brigades,
Ambulance etc). The partnership will provide a one-stop-shop for the Emergency
Services and Command Control market. Emergency services are an inherently high
generator of message traffic (call outs for ambulance, fire brigades and
automated operational communications).  The market size is worth around A$20
million a year averaged over 5 years.

                                       23

<PAGE>

     ELECTRONIC DISPLAYS. The displays are supplied by Computronics, while the
Company performs the integration, software development and project management.
Electronic displays are the means to carry 'messages' to a wide viewing
audience. Currently installed in every state for the ASX including the largest
active real-time display in the Southern Hemisphere for the ASX in their Sydney
Exchange public foyer.

     SERVICE AND SUPPORT. A highly experienced team of engineers and technicians
are on call to support all products sold and currently installed networks or
systems.

     Previously the Voice & Data Services Division had over 60% of the
Australian voice dealing system market with competition from British Telecom,
LME and others, however as the voice dealing room market was considered a low
growth "mature" market, the Company sold this business segment so that it could
focus on the mission critical applications markets with their inherent need for
technology and messaging.

     With regard to Mission Critical Applications, the division is focusing on
leveraging its existing market share gained from voice communication solutions
in this market segment to offering very specialised turnkey solutions such as
call taking, computer aided dispatch and mapping.

     In addition, the Voice & Data Systems Division has also previously
developed certain products and applications for the dealing room market, which
were supplied to VBand.  These include full duplex, multi-channel open
microphone systems for use on VBand systems, speaker systems specifically
designed for dealing rooms, radio interfaces for emergency services integrated
into VBand systems and programmable modules for an allocation in the software
and specific telephones lines and other types of development lines programmed
as part of the Company's systems installation using VBand products and others.

     On the 4th of December 2003, TWC entered into an agreement with Integ
Communication Solutions Pty Ltd, a subsidiary of Australian listed company UXC
limited for the sale of the Voice and Data Division with an effective date of
1 July 2003. In addition to the consideration received, TWC will earn 2%
commission on the gross revenue of any orders received relating to a prospect
list within 36 months after completion


Major Project Installations

     Among the major project installations secured by the Company in the last
year were as follows (this does not represent a large percentage of the
Company's business for accounting purposes,):

     o    Upgrade and enhancement of voice and intercom systems at Parliament
          House in Canberra.

     These project installations involve a systems integration process, whereby
a turnkey solution is implemented.  The solution involves the configuration and
specification, assembly, installation and maintenance of certain voice and data
telecommunications equipment, components and accessories.  The average length of
time to execute these projects is between four to six weeks, depending on the
size of the installation.  The projects are normally invoiced in stages, at the
order, installation and acceptance stage.

                                       24

<PAGE>

ITEM 4C. ORGANIZATIONAL STRUCTURE

     The structure of the Company with its subsidiaries is graphically described
below.  The corporate office of TWC, a corporation incorporated in Bermuda, is
located at Level 9, 220 George Street, Sydney, New South Wales, Australia, 2000.
With effect from Sep 15, 2003, the Company relocated to Level 3, 120 Sussex
Street, Sydney, New South Wales, Australia, 2000. TWC's operations are being
managed and conducted through its wholly owned subsidiary Flexemessaging
Acquisition Ltd which has one operating subsidiaries and five dormant
subsidiaries incorporated under the laws of New South Wales, Australia and
Singapore.  The operating subsidiary is a wholly owned subsidiary called Trade
Wind Marketing Pty Ltd ("TWM"), a New South Wales, Australian corporation.  The
Company's above-described operating divisions operate under TWM using the
tradename of 'Flexemessaging' and 'Trade Center Products'.


                               Corporate Structure



                               [GRAPHICS OMITTED]




                                       25

<PAGE>

ITEM 4D. PROPERTY, PLANTS, AND EQUIPMENT

     All Company property is leased. As at June 30, 2003, the Company operated
from the following offices:

<TABLE>
<CAPTION>
<S>                                   <C>                            <C>
----------------------------------    ---------------------------    ---------------------------------
Australia, Sydney                     220 George Street, Sydney      Head Office address for all
                                      NSW 2000 Australia             companies of Trade Wind
Lease expires on July 31, 2007                                       Communications Limited and
                                                                     Flexemessaging - Sydney
                                                                     Voice & Data - Sydney
----------------------------------    ---------------------------    ---------------------------------
Australia, Melbourne                  Level 5, 43-51 Queen Street    Flexemessaging - Melbourne
                                      Melbourne Victoria 3000        Voice & Data Melbourne
Lease expires on February 28, 2005                                   Multitone Communications Pty Ltd
----------------------------------    ---------------------------    ---------------------------------
</TABLE>

     The property occupied by the Company is currently adequate for its needs.

     During September 2003, the company moved to new premises at Level 3, 120
Sussex Street Sydney and ceased having an office in Melbourne.

     To the Company's knowledge, there are no environmental issues that may
affect the Company's utilization of the assets located at these locations.


ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

     The following discussion should be read in conjunction with the financial
statements and notes included with this Form 20-F.  The Company prepares its
financial statements in accordance with accounting principles generally accepted
in Canada  ("Canadian GAAP").  In addition the Company provides supplementary
description of significant differences between Canadian GAAP and those in the
United States ("U.S. GAAP") in Note 24 to the Financial Statements.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     In connection with the preparation of the financial statements included in
this annual report, we have relied on variables and assumptions derived from
historical experience and various other factors that we deemed reasonable and
relevant. Although we review these estimates and assumptions in the ordinary
course of business, the portrayal of our financial condition and results of
operation often requires our management to make judgments regarding the effects
of matters that are inherently uncertain on the carrying value of our assets and
liabilities. Actual results may differ from those estimated under different
variables, assumptions or conditions. In order to provide an understanding about
how management forms its judgments about future events, including the variables
and assumptions underlying the estimates, and the sensitivity of those judgments
to different variables and conditions, we have included comments related to each
critical accounting policy described as follows:

     o    Revenue recognition;
     o    Research and development

Revenue recognition

     Sales revenue on contracts is recognized on a percentage of completion
basis but finalization, at which point all associated costs are billed, is

                                       26

<PAGE>

subject to acceptance of the operational capability and confirmation of
installation by the customer. Until such time, accumulated costs (after progress
billings) are held in Work in progress (refer Note 7 to the financial
statements).


Research and Development

     Research and Development expenditures are expensed as incurred unless
recoverability of these costs is assured beyond reasonable doubt, in which case
development expenditure is deferred and amortized on a straight-line basis over
the period in which the related benefits are expected to be realized.


ITEM 5A. OPERATING RESULTS

FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

     The fiscal year ended June 30, 2003 was another difficult year for business
generally. This was particularly so for technology focused businesses and
companies reliant on discretionary revenue streams.

     Although tough economic conditions continued to impact negatively on the
technology, advertising and discretionary spending markets, TWC has been able to
produce better results than in the previous year, mainly as a result of expense
reduction related to resource costs.

     Consolidated revenues decreased by 26% to $ 4.3 million for the year ended
June 30, 2003, compared to $ 5.8 million for the year ended June 30, 2002. The
decrease was largely attributable to the economic impact on discretionary
messaging and the absence of paging revenues for a portion of the year as a
result of business being sold. Cost of Goods Sold decreased to $ 1.8 million,
from $ 1.7 million in the prior year. Cost of Goods Sold as a percentage of
revenue increased to 59%, up from 46% in the corresponding period. Expenses
reduced 16% to $ 5.3 million from $ 6.3 million in the prior year. Included in
expenses for the year ended June 30, 2003 is $ 1.2 million incurred in the
development of FLEXMLTM , as compared to $ 15 million incurred in the prior
year. Goodwill relating to the acquisition of Flexemessaging.com Inc was written
off in the prior year in the amount of $ 0.6 million. The net loss from
operations before development costs for the year ended June 30, 2003 of $ 1.6
million was reported, as compared to $ 2.5 million reported for the year ended
June 30, 2002. A net loss after development costs and goodwill write off the
year ended June 30, 2003 of $ 2.8 million was reported, as compared to a net
loss reported for the year ended June 30, 2002 of $ 4.0 million.

     The occurrence of significant losses in the current year and the
deterioration in the Company's working capital raises substantial doubt as to
the ability to continue as a going concern. The company's continued existence as
a going concern is dependant upon its ability to continue to obtain adequate
financing arrangements and to achieve profitable operations. In the upcoming
financial year, the company is likely to continue incurring losses until the
following financial year when it is likely that the company will return to
profitability.

     On July 4 2003 the Directors placed two subsidiaries of Trade Wind
Communications into voluntary administration and appointed Max Donnelly and
Steve Sherman of Ferrier Hodgson as joint and several administrators pursuant to
section 436E(4) of the Corporations Act of Australia 2001.

                                       27

<PAGE>

     At a second meeting of creditors held on July 31, 2003, creditors voted to
accept a Deed of Company Arrangement (DOCA) put forward by TWC. The conditions
of the DOCA provide for a Deed Fund of A$690,000 to be paid by TWC on or before
September 15, 2003 in favour of the creditors. The effective dividend payable to
the creditors was estimated at the rate of 10 cents in the Australian dollar.
This vote placed control of the subsidiaries back in the hands of the directors'
of TWC.

     On 5 September 2003, the deed fund payable to the creditors under the Deed
of Company Arrangement was paid in full and final settlement of all creditor
claims. This resulted in an effective dividend payable to the creditors
estimated at the rate of 12.5 cents in the Australian dollar.

     TWC is proposing to raise up to AUS$3,000,000 in the form of secured
convertible notes or fully paid up shares to certain arms length investors. To
date, funds in the amount of $1,382,828 have been received in respect of this
raising. The balance of the funds are expected quarter 1 2004.

     The company also has certain contractual obligations due under operating
leases and loans. These obligations are as follows:

<TABLE>
<CAPTION>
----------------------------- -----------------------------------------------------------------------------------------
Contractual Obligations                                        Payments due by period
----------------------------- -----------------------------------------------------------------------------------------
                                 Total      Less than 1 year       1-3 years         3-5 years      More than 5 years
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
<S>                           <C>         <C>                 <C>                <C>              <C>
Debt Liabilities                 533,797             533,797                  -                -                     -
(refer notes 9 & 11 14 to
the financial statements)
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
Capital Lease Obligations              -                   -                  -                -                     -
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
Operating Leases               1,120,007             323,075            537,522          259,410                     -
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
Unconditional Purchase                 -                   -                  -                -                     -
Obligations
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
Other Long Term Obligations            -                   -                  -                -                     -
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
Total Contractual              1,653,804             856,872            537,522          259,410                     -
Obligations
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
</TABLE>

A detailed explanation of the results by operating division follows.


     Flexemessaging

     Revenues.  Flexemessaging operating revenues decreased 23% to $ 2.8 million
for the year ended June 30, 2003 compared with $ 3.7 million for the year ended
June 30, 2002.  The revenue decrease was mainly due to decreases in
discretionary marketing spend. The global and local direct marketing industry
has been subjected to a significant downturn as a result of a global economic
slowdown. This has severely impacted revenues as Flexemessaging has significant
exposure in the discretionary marketing arena.

                                       28

<PAGE>

     Cost of Goods Sold.  Cost of goods sold comprises local access charges,
leased network backbone circuit expenses, line rental, distributors' commission,
software maintenance and support, and domestic, long distance and international
termination charges.  These are variable costs based on actual volumes.  Cost of
sales amounted to $ 1.2 million for the year ended June 30, 2003 compared to
$ 1.4 million for the prior year.  Cost of sales as a percentage of revenue
increased to 42% for the year ended June 30, 2003, compared to 38% for the
corresponding period, due to increased retail pricing pressure stimulated by
weak demand.

     Expenses.  Expenses consist of expenses associated with staff, premises,
communications, travel, group management fees, depreciation and other expenses
incurred in running the operation.  Total expenses for the year ended June 30,
2003 amounted to $ 2.4 million compared to $ 3.0 million in the corresponding
period mainly as a result of staff reductions. This includes an amount of $ 0.5
million from additional software development costs incurred in the year ended
June 30, 2003 as compared to $ 0.6 million incurred in the year ended June 30,
2002.

     Operating Profit.  An operating loss of $ 0.8 million was incurred for the
year ended June 30, 2003 as compared to an operating loss of $ 0.7 million
reported for the year ended June 30, 2002.


     Voice and Data Systems Division

     Revenues.  Revenues consist of sales from systems integration solutions for
voice, electronic display, paging, call recording and data applications.
Revenues decreased 30% to $ 1.5 million for the year ended June 30, 2003, from
$ 2.1 million for the year ended June 30, 2002. As part of its strategic
reorganization, the Company sold the loss generating paging infrastructure
business to management for a profit of $ 0.1 million

     Cost of sales.  Cost of sales consists of the purchase of third party
product, necessary to complete the systems integration solution.  Cost of sales
for the year ended June 30, 2003 amounted to $ 0.6 million compared to $ 1.2
million for the previous 12 months.  Cost of sales as a percentage of revenue
decreased to 39% for the current financial year up from 64% for the year ended
June 30, 2002.  The reduced percentage for the 2003 fiscal year is a result of a
higher proportion of service revenue to project revenue being earned than in
previous years.  In addition, results are also subject to changes in the overall
revenue mix, where different product groups attract different gross margins.

     Total operating expenses.  Total operating expenses consist of expenses
associated with staff, premises, communications, travel, group management fees,
depreciation and other expenses incurred in running the operation.  Total
operating expenses for the year ended June 30, 2003 amounted to $ 0.9 million
compared to $ 2.0 million in the corresponding period mainly as a result of
staff reductions.

     Operating Profit.  An operating loss of $ 4.9k was incurred for the year
ended June 30, 2003 as compared to an operating loss of $ 1.2 million reported
for the year ended June 30, 2002.

                                       29

<PAGE>

FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

     The fiscal year ended June 30, 2002 was an extremely volatile year for
business generally. This was particularly so for technology focused businesses
and companies reliant on discretionary revenue streams.

     Events of September 11, the global economic slowdown and the after shocks
of the capital markets correction had an inevitable impact on the technology
industry, advertising and discretionary spending. TWC has been negatively
affected as a result, as is evident by the financial performance for the fiscal
year ended June 2002.

     Even prior to these events, TWC was aware of its exposure to volatility in
discretionary spending and has been refocusing its operations and technology
towards high growth and recession proof revenue streams.

     Consolidated revenues decreased by 52% to $ 5.8 million for the year ended
June 30, 2002, compared to $ 12.2 million for the year ended June 30, 2001. The
decrease was largely attributable to the exit form the call center market and
the sale of the financial dealing room business in January 2001 as well as the
global market downturn and the September 11 tragedy. Cost of Goods Sold
decreased to $ 2.7 million, from $ 5.2 million in the prior year. Cost of Goods
Sold as a percentage of revenue increased to 46%, up from 43% in the
corresponding period. Expenses reduced 9% to $ 6.3 million from $ 6.9 million in
the prior year, mainly as a result of reductions in staff related overheads.
Included in expenses for the year ended June 30, 2002 is $ 1.0 million incurred
in the development of FLEXMLTM, as compared to $ 0.7 million incurred in the
prior year. Goodwill relating to the acquisition of Flexemessaging.com Inc has
been written off in the current year in the amount of $ 0.7 million. The net
loss from operations before development costs for the year ended June 30, 2002
of $ 2.2 million was reported, as compared to a profit of $ 0.8 million reported
for the year ended June 30, 2001. A net loss after development costs and
goodwill write off the year ended June 30, 2002 of $ 4.0 million was reported,
as compared to a net profit (after gain on sale of product line of $ 1.6
million) reported for the year ended June 30, 2001 of $ 1.6 million.

     The occurrence of significant losses in the current year and the
deterioration in the Company's working capital raises substantial doubt as to
the ability to continue as a going concern. The company's continued existence as
a going concern is dependant upon its ability to continue to obtain adequate
financing arrangements and to achieve profitable operations. In the upcoming
financial year, the company is likely to continue incurring losses until the
following financial year when it is likely that the company will return to
profitability.

     A detailed explanation of the results by operating division follows.

     Flexemessaging

     Revenues.  Flexemessaging operating revenues decreased 26% to $ 3.7 million
for the year ended June 30, 2002 compared with $ 4.9 million for the year ended
June 30, 2001.  The revenue decrease was mainly due to decreases in
discretionary marketing spending. The global and local advertising industry has
been subjected to a significant downturn as a result of a global economic
slowdown. This has severely impacted revenues as Flexemessaging has significant
exposure in the discretionary marketing arena. With regard to international
revenues, the company no longer generates revenue from the overseas clients that
were transferred to PTEK Holdings Inc ("Xpedite") as a result of the outsourcing
of the delivery network.  Revenues generated from the overseas customer base,

                                       30

<PAGE>

now serviced by Xpedite, amounted to $ 0.0 million for the year ended June 30,
2002 as compared to $ 0.1 million for the year ended June 30, 2001.  In
addition, distributor generated revenues decreased to $ 0.17 million in the
fiscal year from$ 0.33 generated in the prior year.

     Cost of Goods Sold.  Cost of goods sold comprises local access charges,
leased network backbone circuit expenses, line rental, distributors' commission,
software maintenance and support, and domestic, long distance and international
termination charges.  These are variable costs based on actual volumes.  Cost of
sales amounted to $ 1.4 million for the year ended June 30, 2002 compared to
$ 2.0 million for the prior year.  Cost of sales as a percentage of revenue
decreased to 38% for the year ended June 30, 2002, compared to 41% for the
corresponding period, due to reduced carriage charges negotiated with carriers
and improvement in throughput and processing.

     Expenses.  Expenses consist of expenses associated with staff, premises,
communications, travel, group management fees, depreciation and other expenses
incurred in running the operation.  Total expenses for the year ended June 30,
2002 amounted to $ 3.0 million compared to $ 2.7 million in the corresponding
period. The increase in expenses mainly results from additional software
development costs of $ 0.6 million incurred in the year ended June 30, 2002 as
compared to $ 0.3 million incurred in the year ended June 30, 2001.

     Operating Profit.  An operating loss of $ 0.7 million was incurred for the
year ended June 30, 2002 as compared to an operating profit of $ 0.2 million
reported for the year ended June 30, 2001.


     Voice and Data Systems Division

     Revenues.  Revenues consist of sales from systems integration solutions for
voice, call centres, electronic display, paging, call recording and data
applications.  Revenues decreased 71% to $ 2.1 million for the year ended June
30, 2002, from $ 7.3 million for the year ended June 30, 2001. As part of its
strategic reorganization, the Company exited the call centre market with effect
from June 30, 2001 and the dealing room market with effect from January 2001.
The Company successfully sold its voice dealing room turret business to IPC
Australia Pty Ltd (IPC).  As part of this sale, the Company sold the Voice &
Data Systems Division's right to distribute the IPC products in the financial
markets area and transferred its ongoing sales and support of IPC financial
trading systems in this market, including the VBand systems. Revenues generated
for the fiscal year ended June 30, 2001 from call centre activities and dealing
room market activities amounted to $ 2.5 million and $ 1.4 million respectively.
In addition, revenues were also severely hampered by the global slowdown in
economic activity, which has had a major impact on the banking and finance
industry to which the Voice and Data Division is exposed.

     Cost of sales.  Cost of sales consists of the purchase of third party
product, necessary to complete the systems integration solution.  Cost of sales
for the year ended June 30, 2002 amounted to $ 1.2 million compared to $ 3.2
million for the previous 12 months.  Cost of sales as a percentage of revenue
increased to 64% for the current financial year up from 44% for the year ended
June 30, 2001.  The reduced percentage for the 2001 fiscal year is a result of
recording certain voice systems as net revenue, as opposed to recording gross
revenue and associated costs.  In addition, results are also subject to changes
in the overall revenue mix, where different product groups attract different
gross margins.

                                       31

<PAGE>

     Total operating expenses.  Total operating expenses consist of expenses
associated with staff, premises, communications, travel, group management fees,
depreciation and other expenses incurred in running the operation.  Total
operating expenses for the year ended June 30, 2002 amounted to $ 2.0 million
compared to $ 3.3 million in the corresponding period. This was mainly as a
result of staff reductions in relation to the sale of the voice dealing room
turret business to IPC.

     Operating Profit.  An operating loss of $ 1.2 million was incurred for the
year ended June 30, 2002 as compared to an operating profit of $ 0.8 million
reported for the year ended June 30, 2001.


Impact of Inflation

     Inflation has not been material to the business of the Company.  The
Company's financial statements are presented in Australian currency.  Australia
has not experienced hyperinflation during the last five years.


Impact of Foreign Currency Fluctuations on the Company

     Foreign currency fluctuations have not had a material impact on the Company
during the fiscal years ending June 30, 2003, 2002 and 2001.  The Company does
not employ any hedging instruments to limit the impact of foreign currency
fluctuation.


Impact of Governmental Policies or Factors on the Company

     No governmental economic, fiscal, monetary or political policies or factors
have materially affected, directly or indirectly, the Company's operations.  The
Company does not anticipate that such policies or factors will materially
affect, directly or indirectly, the Company's operations or investments by
United States shareholders in the future.


ITEM 5B. LIQUIDITY AND CAPITAL RESOURCES


Liquidity


Liquidity and Capital Resources


FOR THE YEARS ENDED JUNE 30, 2003 AND 2002

     The Company has financed its cash requirements for operations and
investments in capital assets mainly through equity funding via private
placements.

     Cash used by operating activities was of $ 1.5 million for the year ended
June 30, 2003, compared to $ 2.4 million for the year ended June 30, 2002,
mainly as a result of aggressive cash collections and delayed payments to
suppliers.  Cash used in investing activities, consisting primarily of the
purchase of capital assets, amounted to $ 0.12 million for the year ended June
30, 2003, and $ 0.04 million in the corresponding period in 2002.

     Cash and equivalents decreased to $ 0.15 million for the year ended June
30, 2003, as compared to $ 0.7 in the previous year.

                                       32

<PAGE>

FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

     The Company has financed its cash requirements for operations and
investments in capital assets mainly through equity funding via private
placements.

     Cash used by operating activities was of $ 2.4 million for the year ended
June 30, 2002, compared to $ 3.0 million for the year ended June 30, 2001,
mainly as a result of payments to suppliers.  Cash used in investing activities,
consisting primarily of corporate restructuring costs and the purchase of
capital assets, amounted to $ 0.2 million for the year ended June 30, 2002, and
$ 0.6 million in the corresponding period in 2001. Cash generated from financing
activities, amounted to $ 2.1 million as compared to $ 1.5 million in the prior
year primarily as a result of funds raised through the issue of shares by means
of private placement, as compared to funds provided from the sale of a product
line in the prior year.

     Cash and equivalents decreased to $ 0.7 million for the year ended June 30,
2002, as compared to $ 1.1 in the previous year. The Company did not have
material commitments for capital expenditures as of the end of its fiscal year
ending June 30, 2002.


ITEM 5C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

     The company has a research and development team that works on developing
new generation platforms in the area of multi-channel electronic messaging. Over
the last three years, the company has spent in excess of $3.5 million dollars
on messaging platform development. In 2003, $ 1,201,918 was spent on development
compared to $ 1,473,954 in 2002 and $ 664,718 in 2001. To protect its
intellectual properties, the company has lodged international patents and
Trademarks covering the FLEXML TM technology platform and associated business
processes.


ITEM 5D. TREND INFORMATION

     Whilst TWC has built both discretionary and non-discretionary business
solutions it has approached future direction with a clear recognition that the
essential mail market (non discretionary mail) is the key revenue driver for its
business model and provides consistent recurring revenue with longer term and
more stable contractual arrangements with its customers. By focusing on future
growth coming from essential messaging services, TWC has addressed a well-
established "old economy" process by improving costs and efficiency through the
use of sophisticated technology.

     TWC delivers a seamless solution with no significant change to established
processes for the customer of the companies using the TWC applications. TWC's
business solutions address a company's needs for cost reduction and efficiency.


New standards for Canadian GAAP

     Impairment of long?lived assets. In 2002 the CICA issued Handbook Section
3063, "Impairment of Long?Lived Assets", which is effective for the fiscal year
commencing on or after April 1, 2003.  Under this section, an impairment loss is
measured as the difference between the carrying value of an asset and its fair
value.  The Company does not expect the adoptions of this section to have
significant impact on its financial results.

                                       33

<PAGE>

     Hedging relationships. In June, 2003, the CICA revised Accounting Guideline
13, "Hedging Relationships", which is effective for fiscal years beginning on
and after July 1, 2003.  The guideline addresses the identification,
designation, documentation and effectiveness of hedging relationships, for the
purpose of applying hedge accounting. The guideline establishes certain
conditions for applying hedge accounting and also deals with the discontinuance
of hedge accounting.  The Company does not expect the adoption of this guideline
to have a significant impact on its consolidated financial statements.

     Consolidation of variable interest entities. In June, 2003, the CICA issued
Accounting Guideline, "Consolidation of Variable Interest Entities", which will
be effective for annual and interim periods beginning on or after November 1,
2004.  This guideline addresses the application of consolidation principles to
entities that are subject to control on a basis other than ownership of voting
interests.  Management has not yet determined the extent to which this new
guideline will impact the Company's financial statements.


ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES


ITEM 6A. DIRECTORS AND SENIOR MANAGEMENT AS OF THE DATE OF THIS ANNUAL REPORT

     The directors and officers of the Company are as follows:

NAME              AGE        POSITION
------            ----       --------

Nicholas Bird      64        Chairman, CEO and Director
                             Resigned February 28, 2003

Mal Hemmerling     55        CEO and Director. Appointed September 17, 2002.
                             Resigned September 24, 2003

Kevin Levine       38        Deputy CEO, CFO and Director

Frank Favretto     50        Director

Peter Hawkins      57        Director

     MAL HEMMERLING. Dr Hemmerling has held several CEO and Senior Management
positions and is experienced in starting ventures as well as in undertaking
extensive company reviews. Dr Hemmerling has significant sales and marketing
experience and has also managed other organisations in both government and non-
government sectors. Dr Hemmerling is well known in Australian and international
circles as a result of his success as Chief Executive Officer for the Sydney
Organising Committee for the Olympic Games (SOCOG) until 1997, and as the
Executive Director for the Australian Formula One Grand Prix in South Australia.
For the past 5 years he has been the principle consultant in his own management
consulting business conducting reviews of client company operations, marketing
plans and business assessment of company acquisitions. He was the Chief
Executive of a large public company turn around which involved the establishment
of financial, billing and invoicing systems, sales and marketing plans, computer
management and reporting systems, revised franchise and management structures,
corporate governance systems and the rebuilding supplier relationships. Dr
Hemmerling was also involved in the establishment of the Adelaide Entertainment
Centre and a private clothing company, Good Sports, which was later sold.

     KEVIN LEVINE is responsible for the day-to-day operations of all entities
as well as for the overall strategy and vision of the Company to enable it to
meet the emerging opportunities of information messaging.  Mr. Levine is a
Chartered Accountant who joined Trade Wind in 1996.  Prior to this he was the
financial controller of a national manufacturer, wholesaler and retailer of
ladies fashion.  He has also had significant experience in the service industry
as financial controller and leader of a successful change management project for
one of the largest wholesale/retail travel agencies in South Africa.  Mr. Levine
was appointed as Deputy Chief Executive Officer on July 1, 2000 and as a
Director to the Board of Directors of the Company in May 2001. He also remains
as the present Chief Financial Officer of the Company, a position to which he
was appointed in January 1999.

                                       34

<PAGE>

     FRANK FAVRETTO is a Chartered Accountant in Australia and is the
nonexecutive director of AusAsean Management Ltd., an Australian private Company
and Chairman of Coms21 Limited, an Australian public Company.  Mr. Favretto
established Bankers Trust Australia's stockbroking operations in 1984 and held
the positions of Chairman and nonmember director of its Australian Stock
Exchange membership from 1984 to 1991.  In 1991, he became Executive Vice
President of Bankers Trust Australia's equity underwriting committee.  In this
role, Mr. Favretto gained considerable experience in private and public capital
raisings.  He was appointed as a Director to the Board of Directors in June,
1999.

     PETER HAWKINS is currently a consultant with Paterson Ord Minett and Deputy
Chairman of the Western Australian TAB.  He has been a member of the Australian
Stock Exchange since 1970 and was Chairman of the Stock Exchange Perth Ltd from
1984 to 1986.  He is an Executive and Non-Executive director of several private
and public companies.  He was appointed as a Director to the Board of Directors
in December 2000.

     The above listed officers and directors will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until there successors have been duly elected
and qualified.  Vacancies in the existing Board of Directors are filled by
majority vote of the remaining Directors.  Officers of the Company serve at the
will of the Board of Directors.

     NICHOLAS BIRD is a cofounder of TWC and has extensive engineering and
managerial experience, especially in South East Asia.  In 1970, he joined
Philips Telecommunications Industries, Hilversum, Holland in their Singapore
operation and was soon promoted to Regional Manager of South East Asia for
Telecommunications and Data Systems.  During this time, he set up a
telecommunications factory in Singapore for PABX and application development.
Until 1981, Mr. Bird led Philips Telecommunications' Singapore operation in
becoming a market leader in most of its chosen areas, increasing annual revenues
of S$250,000 to in excess of S$20 million.  Philips transferred Mr. Bird to
Australia in 1985 as its Group Product Manager, Telecommunications and Data
Systems.  In this position, he was responsible for strategy and direction to
make the Australian operations profitable.  Philips instructed its Australian
Company to rationalize its operations.  This eventually led to a management
buyout.  He participated in the buyout and founded Trade Wind Technologies Pty
Ltd (formerly known as Trade Wind Communications Pty Ltd) in December 1986.  Mr.
Bird and Mr. Walton shortly thereafter founded the Company as a holding company
for operations in 1987.  Mr. Bird was appointed as Chief Executive Officer and
as a Director to the Board of Directors of the Company in November 1996.


CONFLICTS OF INTEREST

     Members of the Company's management are associated with other firms
involved in a range of business activities.  Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

     The officers and directors of the Company are now and may in the future
become shareholders, officers or directors of other companies that may be formed
for the purpose of engaging in business activities similar to those conducted by
the Company.  Accordingly, additional direct conflicts of interest may arise in
the future with respect to such individuals acting on behalf of the Company or

                                       35

<PAGE>

other entities.  Moreover, additional conflicts of interest may arise with
respect to opportunities which come to the attention of such individuals in the
performance of their duties or otherwise.

     The officers and directors are, so long as they are officers or directors
of the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis.  A breach of this requirement will
be a breach of the fiduciary duties of the officer or director.  If the Company
or the companies in which the officers and directors are affiliated with both
desire to take advantage of an opportunity, then said officers and directors
would abstain from negotiating and voting upon the opportunity.  However, all
directors may still individually take advantage of opportunities if the Company
should decline to do so.  Furthermore, no officer or director of the Company has
ever promoted, is promoting or will be promoting any other blank check Company
during their tenure as an officer and director of the Company.  Accordingly,
there presently exists no conflict of interest in this regard.  Except as set
forth above, the Company has not adopted any other conflict of interest policy
with respect to such transactions.

                                       36

<PAGE>

ITEM 6B. COMPENSATION

     The following table is a summary of the compensation paid to the Named
Executive Officers during the three most recently completed financial years:

<TABLE>
<CAPTION>
                                             Annual       Long Term
                                          Compensation  Compensation
                                          ------------  ------------
                                                                                      Awards     Payouts
                                          ------------  ------------  ------------  ----------  ----------  -------  ------------
                                                                                    Securities  Restricted
                                Shares                                                 Under     Shares or
                        Year    Owned/                                               Options/   Restricted             All Other
      Name and         ended     % of        Salary        Bonus      Other Annual    SARs(1)     Shares    LTIP(2)  Compensation
 Principal Position   June 30   total(7)      (A$)          (A$)      Compensation    granted      Units    Payouts      (A$)
--------------------  -------  ---------  ------------  ------------  ------------  ----------  ----------  -------  ------------
<S>                   <C>      <C>        <C>           <C>           <C>           <C>         <C>         <C>      <C>

Nicholas R. Bird,(6)    2003   2,234,703    86,235(6)        Nil      66,932(3)(4)      Nil         Nil     283,307       Nil
Chief Executive         2002     6.32%       173,983         Nil      96,141(3)(4)      Nil         Nil       Nil         Nil
Officer, Chairman       2001                 145,428         Nil      78,000(3)(4)    701,952       Nil       Nil         Nil
--------------------  -------  ---------  ------------  ------------  ------------  ----------  ----------  -------  ------------

Kevin Levine            2003      (5)       165,620          Nil      45,888(3)(4)      Nil         Nil       Nil         Nil
Deputy Chief            2002                168,117        50,300     17,528(3)(4)    100,000       Nil       Nil         Nil
Executive Officer,      2001                143,703          Nil      14,233(3)         Nil         Nil       Nil         Nil
Chief Financial
Officer
--------------------  -------  ---------  ------------  ------------  ------------  ----------  ----------  -------  ------------

Mal Hemmerling(8)       2003    242,813    268,242(8)        Nil      92,127(3)(9)   1,250,000      Nil       Nil         Nil
Chief Executive         2002     0.65%
Officer                 2001
--------------------  -------  ---------  ------------  ------------  ------------  ----------  ----------  -------  ------------
</TABLE>

(1)  "SAR" or "stock appreciation right" means a right granted by the Company,
     as compensation for services rendered, to receive a payment of cash or an
     issue or transfer of securities based wholly or in part on changes in the
     trading price of publicly traded securities of the Company.
(2)  "LTIP" or "long term incentive plan" means any plan which provides
     compensation intended to serve as incentive for performance to occur over
     a period longer than one financial year, but does not include option or
     stock appreciation right plans or plans for compensation through restricted
     shares or restricted share units.
(3)  These sums are comprised of superannuation contributions and life insurance
     premiums.
(4)  These sums are comprised of a fully maintained company vehicle (including
     all reasonable operation costs).
(5)  This person beneficially owns less than 1% of the Company's stock.
(6)  This person left the employ of the Company with effect from February 28,
     2003
(7)  As at October 31, 2003
(8)  This person was employed with effect from September 1, 2003
(9)  These sums comprise accommodation

                                       37

<PAGE>

Options Granted During the Most Recently Completed Financial Year
-----------------------------------------------------------------

<TABLE>
                                   AGGREGATED OPTION/SAR EXERCISES DURING
                                 THE MOST RECENTLY COMPLETED FINANCIAL YEAR
                                  AND FINANCIAL YEAR-END OPTION/SAR VALUES
<CAPTION>
                                                                                               Value of
                                                                                             Unexercised
                                                                                             in the Money
                                        Exercise Price/             Options at FY-End     Options at FY-End
                         Options        Expiration Date             (#) Exercisable/       ($) Exercisable/
      Name               granted             ($)                      Unexercisable         Unexercisable
      (a)                  (b)               (c)                          (d)                    (e)
-----------------       ---------   ---------------------------     -----------------     -----------------
<S>                     <C>         <C>                             <C>                   <C>
Mal Hemmerling           600,000     $0.35 / September 18, 2007     350,000 / 250,000            nil/nil
Mal Hemmerling           650,000     $0.45 / September 18, 2007           0 / 650,000            nil/nil

</TABLE>


BOARD OF DIRECTORS COMPENSATION

     The Company does not pay directors who are also executive officers for
service on the Board of Directors.  Non-executive directors receive no fees but
are reimbursed for their expenses incurred in attending meetings of the Board
of Directors.


LONG TERM INCENTIVE AND PENSION PLANS

     The Company does not hold any long-term incentive or defined benefit
pension plans other than payments due under the applicable laws of various
countries in which the Company operates.  In relation to the Company's
subsidiary operations in Australia, according to legislation the Company
provides funds for long service leave to staff that becomes eligible after 10
years of continuous service.  Superannuation (defined contribution benefits)
payments are in line with norms in the various countries that the Company and
its subsidiaries operate.

     The Company has established an incentive stock option plan for its key
officers, directors and employees.  Presently the Board of Directors has the
ability to grant options to officers and directors at their discretion or as
approved as part of a compensation package under terms of an employment
agreement.


OTHER

     The Company has agreed to enter into a deed for the repayment of the loan
to Arthur Christopher Walton. The terms of repayment have been agreed at twelve
instalments, to be paid monthly commencing on December 1, 2002. These monthly
payments include imputed interest at the fixed rate of 8.75%.


EMPLOYMENT AGREEMENTS

     The Company currently has no employment agreement with any of its
employees, with the exception of Nicholas Bird. Certain employees have
appointment letters that set out the standard terms and conditions of employment
but do not incorporate any contractual obligations on employees to remain in the
employ of the Company.  Nicholas Bird is employed by TWG, the Company's
operating subsidiary, under the terms of an employment agreement dated March 11,
1999 that provides for discretionary incentive compensation, including without
limitation, the grant of unvested options of Flexemessaging's common stock and
bonuses. However, the Company has presently agreed, upon consummation of the

                                       38

<PAGE>

share exchange, to assume the obligations associated with the grant of options
under this agreement at such time as the Company implements a stock option plan.

     The compensation to be provided to Mr. Bird during the term of his
agreement is as follows:

     1.  an annual salary of $197,027 exclusive of mandatory superannuation
         contributions, with the salary to be increased annually by a minimum
         of 5%;
     2.  performance based bonuses, if relevant performance criteria, determined
         by the Board of Directors, TWG and other parent companies from time to
         time are achieved;
     3.  life and disability insurance with the insurance proceeds to be paid to
         Mrs. A. J. Bird;
     4.  financial tax advice provided by the Company's or TWG's auditors or
         financial consultants;
     5.  company vehicle (including all reasonable operation costs) or a
         mutually agreed allowance in lieu of a vehicle; and
     6.  costs and maintenance of a telephone line, fax line and security to the
         employee's residence including costs of calls.

     The initial term of the employment agreement is for five years and will
continue in force thereafter until terminated by either party on two months'
notice.  Either party may terminate the employment agreement after the
expiration of three years, provided six months' written notice is given.  TWG
may terminate the employment agreement at any time upon the occurrence of
certain stated events.  If TWG wishes to terminate the employment agreement
without giving the required notice, TWG is required to pay Mr. Bird the greater
of an amount equal to his annual salary package for the balance of the term or
equal to his annual salary package for the last 18 month period of the term.

     The employment agreement may also be terminated by either party immediately
upon the earlier of any of the following events (individually, a "Termination
Event"), in which case TWG must pay Mr. Bird an amount not less than the greater
of his salary package for the balance of the term or his salary package for the
preceding 12 months:

     o    any person or group of persons associated with each other becoming the
          beneficial owner, directly or indirectly, of more than 40% of the
          total issued shares of TWG or any holding company of TWG;

     o    any person or group of persons associated with each other who are
          principally engaged in a business which is competitive with the
          business carried on by the TWG becoming the beneficial owner, directly
          or indirectly, of more than 20% of the issued shares of TWG or a
          holding company of TWG; and

     o    TWG or a holding company of TWG merging with or into another person or
          selling, assigning, conveying, transferring, leasing or otherwise
          disposing of all or potentially all of the assets of TWG to any
          person, or any person merging with or into TWG or a holding company of
          TWG, in each case pursuant to a transaction in which the issued shares
          of TWG or a holding company of TWG are converted into or exchanged for
          cash, securities or other property.

     Mr. Bird has agreed during the terms of his employment not to be actively
engaged or interested, directly or indirectly, in any capacity whatsoever, in
any employment other than in connection with the business conducted by TWG
during the term of his employment and for one year after the expiry of the
employment agreement, except where the agreement is terminated following a
Termination Event.  Mr. Bird may, however, hold securities in a company or be
the beneficiary of a trust, which holds securities in a company, which may
carry, on business in competition with TWG.

     The above constitutes a description of the contractual terms of the
agreement with Nicholas Bird and may be modified by the parties including any
necessary increases or decreases in salary as may be agreed upon.

                                       39

<PAGE>

     Mr. Bird retired from the Company with effect from February 28, 2003.  Mr.
Bird has entered into an agreement with the Company after year end, whereby he
has agreed to receive all his statutory entitlements in the form of fully paid
shares at the rate of C$0.25 per share. The Company is in the process of drawing
up an employment contract for Dr Mal Hemmerling, who has taken up the position
of Chief Executive Officer.


INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's provides indemnification for all directors and officers to
the full extent permitted by the laws of Bermuda.

     The Company has the power to purchase and maintain insurance on behalf of
any person who is or was our director, officer, employee, or agent, or is or was
serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss incurred by any person in any capacity or arising
out of his status as, whether or not we would have the power to indemnify person
against liability under any law.


ITEM 6C. BOARD PRACTICES

     During the fiscal year ended June 30, 2003 the Company's Board of Directors
consisted of four and five persons.

     None of the Company's directors (with the exception of Nick Bird as
described above) are parties to service contracts with the Company or any of its
subsidiaries providing for benefits upon termination of employment.

     The Company does not have a Remuneration Committee.  As of the date of this
Annual Report, the Company's Audit Committee consists of four directors, Mal
Hemmerling, Kevin Levine, Frank Favretto and Peter Hawkins.  The members are
appointed by the Company's directors at the conclusion of the annual meeting to
hold office until the next annual meeting, or until their successors are elected
or appointed.  The Audit Committee reviews the financial statements of the
Company and reports thereon to the Company's Board of Directors before the
financial statements are approved by the Board of Directors.


ITEM 6D. EMPLOYEES

     The Company, including its subsidiaries, employed the following numbers of
employees as at June 30, 2003 at the locations set forth below:

         LOCATION
         --------
         Sydney, Australia                                31
         Melbourne, Australia                              2
                                                         ----
         TOTAL                                            33

     The Company, including its subsidiaries, employed the following numbers of
employees as at June 30, 2003 in the categories of activities set forth below:

         ACTIVITY
         --------
         Executive Management                              2
         Sales                                             8
         Customer support                                 12
         Software Development                              6
         Finance/Admin/Logistics                           5
                                                         ----
         TOTAL                                            33

                                       40

<PAGE>

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


ITEM 7A. MAJOR SHAREHOLDERS

     To the knowledge of the directors and senior officers of the Company, only
the following persons beneficially own, directly or indirectly, or exercise
control or direction over shares carrying more than 10% of the voting rights
attached to all outstanding common stock of the Company. Due to the capital
raising efforts of the Company, the share ownership was diluted and the
following represents the present shareholder holding over 10% under applicable
Canadian Laws.

                                                        Percentage of
         Name               Number of Shares(2)     Outstanding Shares(2)
-----------------------     -------------------     ---------------------

Autsralasian Capital            4,169,593(3)               11.19%
Holdings(1)

(1)  An Australian trustee company controlled by Frank Favretto.
(2)  As at October 31, 2003
(3)  Excludes 1,068,021 warrants and 500,000 options

The company has 2,770,443 shares held in the US by a total of 19 record holders.


ITEM 7B. RELATED PARTY TRANSACTIONS

     This includes loans advanced to the Company by Arthur Christopher Walton
(former director) and Jennifer Walton and Skyglen Pty Ltd (of which Nick Bird is
a shareholder and director) ITF the Bird Family Trust (mortgagees) in the amount
of $81,122 and $218,288 respectively. The loans are repayable on dates and in a
manner stipulated by the mortagees or on demand if no date or manner prescribed.
At the date of this report no manner has been prescribed by the mortgagees.
Interest is set at the Australian Bank Overdraft Rate and varies according to
fluctuations thereon. The indicative annual interest rate at 30 June 2003 was
8.25%.  The mortgagees have entered into an agreement with the Company whereby
they have a registered charge over Trade Wind Group Pty Ltd in the event that
the Company is unable to settle the outstanding liabilities. In addition they
receive a 0.5% premium over the underlying interest rate charged and were paid
establishment fees of $2,500 and $3,475 respectively.

     The Company has agreed to enter into a deed for the repayment of the loan
to Arthur Christopher Walton. The terms of repayment have been agreed at twelve
instalments, to be paid monthly commencing on December 1, 2002. These monthly
payments include imputed interest at the fixed rate of 8.75%.

     Included in expenses in the consolidated statements of income and
accumulated deficit is an amount of $66,494 (2002: $93,555) for the
reimbursement of expenses incurred in connection with consulting services
provided by a non executive director.

     Included in expenses in the consolidated statements of operations and
deficit is an amount of $23,934 (2002 ? $24,577) paid to Skyglen Pty Ltd a
company controlled by a former director in connection with insurance policies.

                                       41

<PAGE>

     Included in interest paid in the consolidated statements of operations and
deficit are amounts of $32,131 (2002 ? $34,270) paid to companies controlled by
former directors in connection with the loans payable (notes 9 and 11).

     Included in accounts payable and accrued liabilities are amounts owing to
directors and officers totaling $124,366 (2002 ? $4,045).

     All of the above amounts are accounted for at an exchange amount agreed to
by the related parties.


ITEM 7C. INTERESTS OF EXPERTS AND COUNSEL

     Not Applicable.


ITEM 8.  FINANCIAL INFORMATION

Consolidated Financial Statements

     See the Consolidated Financial Statements set forth in Part III, Item 17
hereof and filed as a part of this Annual Report.


Export Sales

     Export sales did not constitute a significant portion of the Company's
total sales volume as of June 30, 2002, the end of the Company's most recent
fiscal year.


Legal or Arbitration Proceedings

     As of the date of this Annual Report, there are no legal or arbitration
proceedings that may have, or have had in the recent past, significant effects
on the Company's financial position or profitability.


Company Policy on Dividend Distributions

     The Company does not intend to pay dividends in cash or in kind in the
future.  The Company expects to retain its earnings to finance the further
growth of the Company.  The directors of the Company will determine if and when
dividends should be declared and paid in the future based upon the earnings and
financial conditions of the Company at the relevant time and such other factors
as the directors may deem relevant.  All of the common stock of the Company is
entitled to an equal share in any dividends declared and paid.


Significant Changes

     Significant changes have occurred since March 9, 2001, the date the Company
sold and transferred the ongoing sales and support of IPC and VBand financial
trading systems to IPC Australia Pty Limited.  Please refer to the Consolidated
Financial Statements set forth in Part III, Item 17 hereof and filed as a part
of this Annual Report, and in particular, see Note 3 ("Sale of Product Line") to
the Consolidated Financial Statements for a description of these significant
changes.


ITEM 9.  THE OFFER AND LISTING

     Not applicable, except for Item 9A(4) and Item 9C.

                                       42

<PAGE>

ITEM 9A. PRICE HISTORY

Price History in the Canadian Market

     TWC's common stock is presently trading on the Toronto Venture Exchange
under the symbol of "TWC".  Quotations reflect inter?dealer prices, without
retail mark?up, markdown or commission, and may not represent actual
transactions.  The prices reflected below are stated in Canadian dollars.

                                               High Bid          Low Bid
                                               --------          -------
          Year ended June 30, 1998              C$1.350          C$0.730
          Year ended June 30, 1999                1.40             0.500
          Year ended June 30, 2000                1.000            0.230
          Year ended June 30, 2001                0.350            0.150
          Year ended June 30, 2002                0.300            0.05
          Qtr ended September 30, 2002            0.350            0.200
          Qtr ended December 31, 2002             0.400            0.230
          Qtr ended March 31, 2003                0.400            0.230
          Qtr ended June 30, 2003                 0.300            0.100
          Qtr ended September 30, 2003            0.150            0.150
          Month ended October 31, 2003            0.150            0.150
          Month ended November 30, 2003           0.150            0.150

     There are approximately 104 holders of the TWC's common stock.  Presently
there are 37,277,908 shares of the TWC's common stock outstanding with
5,000,000,000 common stock authorized.

     TWC has not paid any dividends to date and has no plans to do so in the
immediate future.

     The Company is also dual listed on the NASDAQ OTCBB Pink Sheets. However
due to a lack of liquidity in the Company's stock on this exchange as the stock
is not regularly traded, there is not enough volume to prepare an analysis.


ITEM 9C.  MARKETS

     See Item 9A(4) above.


ITEM 10.  ADDITIONAL INFORMATION


ITEM 10A. SHARE CAPITAL

     Not applicable.


ITEM 10B. MEMORANDUM AND ARTICLES OF ASSOCIATION

     Set forth below is a summary of the material provisions of the Company's
Memorandum of Association and Byelaws relating to the Company's shares.  This
description does not purport to be complete and is qualified in its entirety by
reference to the Memorandum of Association and Byelaws and the statutory laws of
Bermuda.

                                       43

<PAGE>

     Purpose - The stated purpose of the Company as provided in paragraph 6 of
its Memorandum of Association is to engage in and carry on business as advisors
and consultants to and as agents for enterprises engaged in the
telecommunication industry, fax industry and related industries which are
resident outside these Islands and to such enterprises resided in these Islands
as the Minister of Finance may from time to time permit; and such general
purposes as provided in paragraphs (b) to (n) and (p) to (u) of the Second
Schedule to the Companies Act of 1981 of Bermuda (the "Companies Act").

     Share Capital - The capital of the Company is shares of common stock, par
value $.01 per share and entitles the holder to one vote per share. The Company
may increase, decrease or otherwise alter the capital of the Company by ordinary
or special resolution in compliance with Section 45 of the Companies Act. Any
share of the Company may be issued with or have attached thereto such rights and
restrictions as to dividends, voting or otherwise as the Company may determine
by ordinary resolution or as the Board may determine.  The rights of shares may
be varied or modified either with the consent in writing of the holders of not
less than three-fourths of the issued shares of that class or with sanction of a
special resolution passed at a separate general meeting of the holders of shares
of that class.  The necessary quorum shall be two person holding by proxy not
less than one-third in nominal value of the issued shares of that class shall be
quorum; every holder of shares shall be entitled to one vote and any holder
present in person or by proxy may demand a poll/vote.  The Board may grant
options at its discretion but at no time at a discount.

     Dividends - Dividends may be declared from time to time to be paid in any
currency, but no dividend shall be declared in excess of the amount recommended
by the Board.  No dividend may be paid or made out of contributed surplus if to
do so would render the Company unable to pay its liabilities as they become due
or the realisable value of its assets would thereby become less than the
aggregate of its liabilities and it is issued share capital and share premium
accounts.

     General meetings - An annual general meeting is to be held once a year in
any location. A special general meeting may be called by the Board and by
holders at the date of deposit of the requisition for such a meeting not less
than one-tenth of the paid up capital of the Company carrying voting rights, by
written requisition to the Board of Secretary.  Such meeting shall be held
within two months after deposit of the requisition.  No meeting shall be called
with less than 14 days notice, except a annual general meeting and by a majority
in number of the holders having the right to attend and vote at a meeting, with
a majority being not less than 95% in nominal value of the issued shares giving
that right.  Accidental omission to give notice of a meeting or to send such
instrument of proxy by any person entitled to receive such notice shall not
invalidate any resolution passed at the meeting.

     No business other than appointment of a chairman of a meeting may be
transacted at any general meeting unless a quorum is present at commencement of
the business. Two holders entitled to vote and present in person or by proxy
shall form a quorum for all purposes.  If quorum is not present within 30
minutes of the appointed time, the meeting will be dissolved if convened by the
requisition of holders or adjourned to the same day in the next week at the
same time and place or such time and place as the Board may determine.

     The President or the Chairman shall preside as chairman at every general
meeting and if not present, the Directors present shall choose one of their
members to act.  The chairman may, with the consent of any meeting at which
quorum is present, adjourn the meeting from time to time and from place to place
as the meeting shall determine, but no business shall be transacted at any
adjourned meeting other than the prior scheduled business.

                                       44

<PAGE>

     Any action that may be taken by the holders at a meeting may also be taken
by a general or special resolution consented to in writing by or on behalf of
all persons for the time being entitled to receive notice of and to attend and
vote at a general or special meeting of the Company.

     A resolution shall be a special resolution when it is passed by a majority
of not less than three-fourths of votes cast by such holders as, being entitled
to vote in person or by proxy at a general meeting of which not less than 21
days notice is given with the stated purpose of such special resolution being
given in the notice.  Notwithstanding the same, a majority in number of the
holders having the right to attend and vote at any such meeting, being a
majority holding not less than 95% in nominal value of the shares giving that
right, a resolution may be proposed and passed as a special resolution at a
meeting of which less than 21 days notice has been given.

     A resolution shall be an ordinary resolution when it has been passed by a
simple majority of votes cast by such holders being entitled to do so in person
or by proxy at a general meeting of which not less than 14 days notice has been
given.

     Board of Directors - The business and affairs of the Company are managed by
the Directors who may exercise all such powers of the Company that the laws of
Bermuda or the Company's Byelaws do not otherwise require to be exercised by the
shareholders.

     Conflict of Interest - No agreement or transaction between the Company and
one or more of its directors or any person in which any director has a financial
interest or to whom any director is related, including as a director of that
other person, is void or voidable for this reason only, or by reason only that
the director is present a the meeting of directors, if the material interest in
or relationship to any other party to the agreement or transaction are disclosed
in good faith, or are known by the other directors and the director abstains
from voting and being counted for purposes of quorum.

     Borrowing Powers - The Directors of the Company may exercise all the powers
of the Company to borrow money and to mortgage or charge its undertaking and
property or any part thereof, to issue debentures, bonds or other securities
whenever money is borrowed or as security for any debt, liability or obligation
of the Company or of any third party.


ITEM 10C. MATERIAL CONTRACTS

     Not applicable


ITEM 10D. EXCHANGE CONTROLS

     There are no governmental laws, decrees or regulations in Canada that
restrict the export or import of capital, or affect the remittance of dividends,
interest or other payments to a non-resident holder of common stock of the
Company, other than withholding tax requirements (see "Item 7 -- Taxation").

     Except as provided in the Investment Canada Act discussed below, there are
no limitations imposed under the laws of Canada, the Province of Ontario, or by
the constituent documents of the Company on the right of a non-resident to hold
or vote the common stock of the Company.

                                       45

<PAGE>

     The Investment Canada Act (the "ICA"), which became effective on June 30,
1985, regulates the acquisition by non-Canadians of control of a Canadian
business enterprise.  In effect, the ICA requires review by Investment Canada,
the agency which administers the ICA, and approval by the Canadian government,
in the case of an acquisition of control of a Canadian business by a non-
Canadian where: (i) in the case of a direct acquisition (for example, through a
share purchase or asset purchase), the assets of the business are $5 million or
more in value; or (ii) in the case of an indirect acquisition (for example, the
acquisition of the foreign parent of the Canadian business) where the Canadian
business has assets of $5 million or more in value or if the Canadian business
represents more than 50% of the assets of the original group and the Canadian
business has assets of $5 million or more in value.  Review and approval are
also required for the acquisition or establishment of a new business in areas
concerning "Canada's cultural heritage or national identity" such as book
publishing, film production and distribution, television and radio production
and distribution of music, and the oil and natural gas industry, regardless of
the size of the investment.

     As applied to an investment in the Company, three methods of acquiring
control of a Canadian business would be regulated by the ICA:  (i) the
acquisition of all or substantially all of the assets used in carrying on the
Canadian business; (ii) the acquisition, directly or indirectly, of voting
shares of a Canadian corporation carrying on the Canadian business; or (iii) the
acquisition of voting shares of an entity which controls, directly or
indirectly, another entity carrying on a Canadian business.  An acquisition of a
majority of the voting interests of an entity, including a corporation, is
deemed to be an acquisition of control under the ICA.  An acquisition of less
than one-third of the voting shares of a corporation is deemed not to be an
acquisition of control.  An acquisition of less than a majority, but one-third
or more, of the voting shares of a corporation is presumed to be an acquisition
of control unless it can be established that the acquisition the corporation is
not, in fact, controlled by the acquirer through the ownership of voting
shares.  For partnerships, trusts, joint ventures or other unincorporated
entities, an acquisition of less than a majority of the voting interests is
deemed not to be an acquisition of control.

     In 1988, the ICA was amended, pursuant to the Free Trade Agreement dated
January 2, 1988 between Canada and the United States, to relax the restrictions
of the ICA.  As a result of these amendments, except where the Canadian business
is in the cultural, oil and gas, uranium, financial services or transportation
sectors, the threshold for direct acquisition of control by US investors and
other foreign investors acquiring control of a Canadian business from US
investors has been raised from $5 million to $150 million of gross assets, and
indirect acquisitions are not reviewable.

     In addition to the foregoing, the ICA requires that all other acquisitions
of control of Canadian businesses by non-Canadians are subject to formal
notification to the Canadian government.  These provisions require a foreign
investor to give notice in the required form, which notices are for information
as opposed to review purposes.


ITEM 10E.  TAXATION

Certain Canadian Federal Income Tax Consequences

     Management of the Company has been advised by its Canadian legal counsel
that the following general summary fairly describes the principal Canadian
federal income tax consequences applicable to a holder of common stock of the
Company who is a resident of the United States and who is not a resident of
Canada and who does not use or hold, and is not deemed to use or hold, his or
her common stock of the Company in connection with carrying on a business in
Canada (a "non-resident shareholder").

                                       46

<PAGE>

     This summary is based upon the current provisions of the Income Tax Act
(Canada) (the "ITA"), the regulations thereunder (the "Regulations"), the
current publicly announced administration and assessing policies of Revenue
Canada, Taxation, and all specific proposals (the "Tax Proposals") to amend the
ITA and Regulations announced by the Minister of Finance (Canada) prior to the
date hereof.  This description is not exhaustive of all possible Canadian
federal income tax consequences and, except for the Tax Proposals, does not take
into account or anticipate any changes in law, whether by legislative,
governmental or judicial action, nor does it take into account provincial or
foreign tax considerations which may differ significantly from those discussed
herein.  The following discussion is for general information only and is not
intended to be, nor should it be construed to be, legal or tax advice to any
holder of common stock of the Company, and no opinion or representation with
respect to the Canadian Federal Income Tax consequences to any such holder or
prospective holder is made.  Accordingly, holders and prospective holders of
common stock of the Company should consult with their own tax advisors about the
federal, provincial and foreign tax consequences of purchasing, owning and
disposing of common stock of the Company.


Dividends

     Dividends paid on the common stock of the Company to a non-resident holder
will be subject to withholding tax under the ITA.  The Canada-US. Income Tax
Convention (1980) (the "Treaty") provides that the normal 25% withholding tax
rate is reduced to 15% on dividends paid on shares of a corporation resident in
Canada (such as the Company) to residents of the United States, and also
provides for a further reduction of this rate to 5% where the beneficial owner
of the dividends is a corporation which is a resident of the United States which
owns at least 10% of the voting shares of the corporation paying the dividend.


Capital Gains

     A non-resident shareholder of Canada is not subject to tax under the ITA in
respect of a capital gain realized upon the disposition of common stock of the
Company unless the common stock represent "taxable Canadian property" to the
holder thereof.  The Company is a public corporation for purposes of the ITA.  A
common Share of the Company will be taxable Canadian property to a non-resident
shareholder if, at any time during the period of five years immediately
preceding the disposition, the non-resident shareholder and/or persons with whom
he or she did not deal at arm's length owned not less than 25% of the issued
shares of any class or series of the Company.  There are other circumstances in
which the common stock of the Company will be taxable Canadian property to a
non-resident holder.

     Non-resident shareholders should consult their Canadian tax advisors about
whether the common stock is taxable Canadian property to them.  In the case of a
non-resident shareholder to whom common stock of the Company represent taxable
Canadian property, relief from Canadian income tax under the Treaty may be
available.


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 US
Holder (as defined below) of common stock of the Company.  This discussion does
not address all potentially relevant federal income tax matters and 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

                                       47

<PAGE>

definition of a US Holder.  In addition, this discussion does not cover any
state, local or foreign tax consequences (See "Certain Canadian Federal Income
Tax Consequences" above).

     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.
In addition, this discussion does not consider the potential effects, both
adverse and beneficial, of recently proposed legislation, which, if enacted,
could be applied, possibly on a retroactive basis, at any time.  The following
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 common stock of the Company, 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
common stock of the Company should consult their own tax advisors about the
federal, state, local, and foreign tax consequences of purchasing, owning and
disposing of common stock of the Company.


US Holders

     As used herein a "US Holder" includes a holder of common stock of the
Company who is a citizen or legal resident of the United States, a corporation
created or organized in or under the laws of the United States or of any
political subdivision thereof and any other person or entity whose ownership of
common stock of the Company is effectively connected with the conduct of a trade
or business in the United States.  A US Holder does not include persons subject
to special provisions of federal income tax law, such as tax-exempt
organizations, qualified retirement plans, financial institutions, insurance
companies, real estate investment trusts, regulated investment companies,
broker-dealers, non-resident alien individuals or foreign corporations whose
ownership of common stock of the Company is not effectively connected with the
conduct of a trade or business in the United States and shareholders who
acquired their stock through the exercise of employee stock options or otherwise
as compensation.


Distributions on Common Stock of Company

     US Holders receiving dividend distributions (including constructive
dividends) with respect to common stock of the Company are required to include
in gross income for United States federal income tax purposes the gross amount
of such distributions to the extent that the Company has 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 US Holder's United States federal income tax
liability or, alternatively, may be deducted in computing the US Holder's United
States federal taxable income by those who itemize deductions.  (See more
detailed discussions at "Foreign Tax Credit" below).  To the extent that
distributions exceed current or accumulated earnings and profits of the Company,
they will be treated first as a return of capital up to the US Holder's adjusted
basis in the common stock and thereafter as gain from the sale or exchange of
the common stock.

     Preferential tax rates for long-term capital gains are applicable to a US
holder that is an individual, estate or trust.  There are currently no
preferential tax rates for long-term capital gains for a US holder that is a
corporation.

                                       48

<PAGE>

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


Foreign Tax Credit

     A US Holder who pays (or has withheld from distributions) Canadian income
tax with respect to the ownership of common stock of the Company may be
entitled, at the option of the US 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 US 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 shares of the US Holder's United States income tax liability that
the US Holder's foreign source income bears to his or her or its worldwide
taxable income.  In the determination of the application of this limitation,
the various items of income deduction must be classified into foreign and
domestic sources.  Complex rules govern this classification process.  There
are further limitations on the foreign tax credit for certain types of income
such as "passive income," "high withholding tax interest," "financial services
income," "shipping income," and certain other classifications of income.  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 common
stock of the Company should consult their own tax advisors regarding their
individual circumstances.


Disposition of Common Stock of Company

     A US Holder will recognize gain or loss upon the sale of common stock of
the Company equal to the difference, if any, between the amount of cash plus the
fair market value of any property received, and the shareholder's tax basis in
the common stock of the Company.  This gain or loss will be capital gain or loss
if the common stock is a capital asset in the hands of the US Holder.  In such
event the gain or loss will be short-term or long-term capital gain or loss
depending upon the holding period of the US 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 US Holders who 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 US holders
that are corporations (other than corporations 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.

                                       49

<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 common stock of the Company:

     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 the
Company's outstanding shares is owned, actually or constructively, by five or
fewer individuals who are citizens or residents of the United States and 60% or
more of the Company's gross income for such year was derived from certain
passive sources (e.g. from dividends received from its subsidiaries), the
Company would be treated as a "foreign personal holding company." In that event,
US Holders that hold common stock of the Company would be required to include in
gross income for such year their allowable portions of such passive income to
the extent the Company does not actually distribute such income.

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

     Passive Foreign Investment Company.  As a foreign corporation with US
Holders, the Company could potentially be treated as a passive foreign
investment company ("PFIC"), as defined in Section 1297 of the Code, depending
upon the percentage of the Company's income which is passive, or the percentage
of the Company's assets which is held for the purpose of producing passive
income.

     Certain United States income tax legislation contains rules governing PFIC,
which can have significant tax effects on US shareholders of foreign
corporations.  These rules do not apply to non-US shareholders.  Section 1297 of
the Code defines a PFIC as a corporation that is not formed in the United States
and, for any taxable year, either (i) 75% or more of its gross income is
"passive income," which includes interest, dividends and certain rents and
royalties or (ii) the average percentage, by fair market value (or, if the
company is a controlled foreign corporation or makes an election, by adjusted
tax basis) of its assets that produce or are held for the production of "passive
income" is 50% or more.

     A US shareholder who holds stock in a foreign corporation during any year
in which such corporation qualifies as a PFIC is subject to US federal income
taxation under one of two alternative tax regimes at the election of each such
US shareholder (the deferred tax charge regime and the Qualified Election Fund
"QEF" regime).  The following is a discussion of these two alternative tax
regimes as applied to US shareholders of the Company.  Both regimes, however,
may apply if the shareholder makes the QEF election after the first year in
which it owned stock in the PFIC.

     A US shareholder who elects in a timely manner (an "Electing US
Shareholder") to treat the Company as a QEF, as defined in the Code, will be
subject, under Section 1293 of the Code, to current federal income tax for any
taxable year in which the Company qualifies as a PFIC on his or her pro-rata
share of the Company's:  (i) "net capital gain" (the excess of net long-term

                                       50

<PAGE>

capital gain over net short-term capital loss), which will be taxed as long-term
capital gain to the Electing US Shareholder and (ii) "ordinary earnings" (the
excess of earnings and profits over net capital gain), which will be taxed as
ordinary income to the Electing US Shareholder, in each case, for the
shareholder's taxable year in which (or with which) the Company's taxable year
ends, regardless of whether such amounts are actually distributed.

     The effective QEF election also allows the Electing US Shareholder to (i)
generally treat any gain realized on the disposition of his or her common stock
(or deemed to be realized on the pledge of his or her common stock) as capital
gain; (ii) treat his or her share of the Company's net capital gain, if any, as
long-term capital gain instead of ordinary income, and (iii) either avoid
interest charges resulting from PFIC status altogether, or make an annual
election, subject to certain limitations, to defer payment of current taxes on
his or her share of the Company's annual realized net capital gain and ordinary
earnings subject, however, to an interest charge.  If the Electing US
Shareholder is not a corporation, such an interest charge would be treated as
"personal interest" that can be deducted only when it is paid or accrued and is
only 10% deductible in taxable years beginning in 1990 and not deductible at all
in taxable years beginning after 1990.

     The procedure with which a US shareholder must comply in making an
effective QEF election will depend on whether the year of the election is the
first year in the US shareholder's holding period in which the Company is a
PFIC.  If the US shareholder makes a QEF election in such first year, i.e. a
timely QEF election, then the US shareholder may make the QEF election by simply
filing the appropriate documents at the time the US shareholder files its tax
return for such first year.  If, however, the Company qualified as a PFIC in a
prior year, then in addition to filing documents, the US shareholder must elect
to recognize (i) (under the rules of (S)1291 (discussed below), any gain that he
would otherwise recognize if the US shareholder sold his or her stock on the
application date or (ii) if the Company is a controlled foreign corporation, the
US shareholder will be deemed to have made a timely QEF election.

     When a timely QEF election is made, if the Company no longer qualifies as a
PFIC in a subsequent year, normal Code rules will apply.  It is unclear whether
a new QEF election is necessary if the Company thereafter re-qualifies as a
PFIC. US shareholders should seriously consider making a new QEF election under
those circumstances.

     If a US shareholder does not make a timely QEF election during a year in
which it holds (or is deemed to have held) the common stock in question and the
Company is a PFIC (a "Non-electing US Shareholder"), then special taxation rules
under Section 1291 of the Code will apply to (i) gains realized on the
disposition (or deemed to be realized by reason of a pledge) of his or her
common stock and (ii) certain "excess distributions," as specially defined, by
the Company.

     A Non-electing US Shareholder generally would be required to pro-rate all
gains realized on the disposition of his or her common stock and all excess
distributions over the entire holding period for the common stock.  All gains or
excess distributions allocated to prior years of the US shareholder (other than
years prior to the first taxable year of the Company during such US
shareholder's holding period and beginning after January 1, 1987 for which it
was a PFIC) would be taxed at the highest tax rate for each such prior year
applicable to ordinary income.  The Non-electing US Shareholder also would be
liable for interest on the foregoing tax liability for each such prior year
calculated as if such liability had been due with respect to each such prior
year.  A Non-electing Shareholder that is not a corporation must treat this

                                       51

<PAGE>

interest charge as "personal interest" which, as discussed above, is partially
or wholly non-deductible.  The balance of the gain or the excess distribution
will be treated as ordinary income in the year of the disposition or
distribution, and no interest charge will be incurred with respect to such
balance.

     If the Company is a PFIC for any taxable year during which a Non-electing
US Shareholder holds common stock, then the Company will continue to be treated
as a PFIC with respect to such common stock, even if it is no longer
definitionally a PFIC.  A Non-electing US Shareholder may terminate this deemed
PFIC status by electing to recognize a gain (which will be taxed under the rules
discussed above for Non-Electing US Shareholders) as if such common stock had
been sold on the last day of the last taxable year for which it was a PFIC.

     Under Section 1291(f) of the Code, the Department of the Treasury has
issued proposed regulations that would treat as taxable certain transfers of
PFIC stock by Non-electing US Shareholders that are generally not otherwise
taxed, such as gifts, exchanges pursuant to corporate reorganizations, and
transfers at death.

     Certain special, generally adverse, rules will apply with respect to the
common stock while the Company is a PFIC whether or not it is treated as a QEF.
For example under Section 1298(b)(6) of the Code, a US shareholder who uses PFIC
stock as security for a loan (including a margin loan) will, except as may be
provided in the regulations, be treated as having made a taxable disposition of
such stock.

     The foregoing discussion is based on existing provisions of the Code,
existing and proposed regulations thereunder, and current administrative rulings
and court decisions, all of which are subject to change.  Any such change could
affect the validity of this discussion.  In addition, the implementation of
certain aspects of the PFIC rules require the issuance of regulations which in
many instances have not been promulgated and which may have retroactive effect.
There can be no assurance that any of the proposals will be enacted or
promulgated, and if so, the form they will take or the effect that they may have
on this discussion.  Accordingly, and due to the complexity of the PFIC rules,
US persons who are shareholders of the Company are strongly urged to consult
their own tax advisors concerning the impact of these rules on their investment
in the Company.

     Controlled Foreign Corporation.  If more than 50% of the voting power of
all classes of stock or the total value of the stock of the Company is owned,
directly or indirectly, by citizens or residents of the United States, United
States domestic partnerships and corporations 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 classes of stock of the Company or the total value of the
stock of the Company ("United States shareholder"), the Company could be
treated as a "controlled foreign corporation" under Subpart F of the Code.
This classification would result in many complex consequences including the
required inclusion into income by such United States shareholders of their pro
rata shares of "Subpart F income" (as specially defined by the Code) of the
Company and the Company's earnings invested in US property and previously
excluded Subpart F withdrawn from certain types of investments (as specifically
defined by the Code).  In addition, under Section 1248 of the Code, gain from
the sale or exchange of common stock of the Company by a US person who is or was
a United States shareholder (as defined in the Code, a holder of common stock of
the 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 the Company
attributable to the stock sold or exchanged.  Because of the complexity of

                                       52

<PAGE>

Subpart F, and because it is not clear that Subpart F would apply to the holders
of common stock of the Company, a more detailed review of these rules is outside
the scope of this discussion.


ITEM 10F. DIVIDENDS AND PAYING AGENTS

     Not applicable.


ITEM 10G. STATEMENT BY EXPERTS

     Not applicable.


ITEM 10H. DOCUMENTS ON DISPLAY

     The documents concerning the Company which are referred to in this Annual
Report may be inspected at the Company's executive offices located at 220 George
Street, Sydney, New South Wales, Australia.


ITEM 10I. SUBSIDIARY INFORMATION

     See the Company's Consolidated Financial Statements incorporated herein and
the Item 4C. Organizational Structure of this Annual Report for a description of
the Company's subsidiaries.


ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable. The Company is a small business issuer.


ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

     Not applicable.

                                       53

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                                     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]



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<PAGE>

                                    PART III

ITEM 17.  FINANCIAL STATEMENTS

     These financial statements, which follow, were prepared in accordance with
Canadian Generally Accepted Accounting Principles ("Cdn GAAP") and are expressed
in Australian dollars.  A reconciliation from Cdn GAAP to US GAAP is disclosed
in Note 24, respectively, to the financial statements for the fiscal years ended
June 30, 2003 and 2002.  The financial statements include the following:


For the fiscal year ended June 30, 2003:

Report of Independent Auditors..............................    57
Consolidated Balance Sheets.................................    58
Consolidated Statements of Income and Accumulated Deficit...    59
Consolidated Statements of Changes in Cash Flows............    60
Notes on the Consolidated Financial Statements..............    61


For the fiscal year ended June 30, 2002:

Report of Independent Auditors..............................    85
Consolidated Balance Sheets.................................    86
Consolidated Statements of Income and Accumulated Deficit...    87
Consolidated Statements of Changes in Cash Flow.............    88
Notes on the Consolidated Financial Statements..............    89


                                       55

<PAGE>


                        TRADE WIND COMMUNICATIONS LIMITED

                        CONSOLIDATED FINANCIAL STATEMENTS






                                JUNE 30, 2003


                           (in Australian dollars)




                                       56

<PAGE>

      HUDSON & COMPANY LLP
      Chartered Accountants

                              AUDITORS' REPORT

TO:   The Shareholders of
      Trade Wind Communications Limited


We have audited the consolidated balance sheet of Trade Wind Communications
Limited  (the "Company") as at June 30, 2003 and the consolidated statements
of operations and deficit and cash flows for the year then ended.  These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with Canadian 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.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at June 30,
2003, and the results of its operations and its cash flows for the year then
ended in accordance with Canadian generally accepted accounting principles.

The financial statements as at June 30, 2002 and for the year then ended
were audited by other auditors who expressed an opinion without reservation
on those statements in their report dated November 15, 2002.


Calgary, Alberta
February 19, 2004                           (signed)
                                             HUDSON & COMPANY LLP
                                             Chartered Accountants

                                       57

<PAGE>

<TABLE>
                             TRADE WIND COMMUNICATIONS LIMITED
                                CONSOLIDATED BALANCE SHEET
                                 (in Australian dollars)
<CAPTION>

JUNE 30                                                                  2003                  2002
                                                                                             (Restated
                                                                                               note 2)
-------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                  <C>
                                         ASSETS

CURRENT
   Cash                                                              $    146,474         $    691,632
   Accounts Receivable (note 5)                                           310,814              730,351
   Inventory                                                                    -              165,827
   Prepaid Expenses                                                       182,987               63,850
   Current portion of note receivable (note 6)                             10,000                    -
                                                                     ----------------------------------
                                                                          650,275            1,651,660

NOTE RECEIVABLE (note 6)                                                   80,000                    -
CAPITAL ASSETS (note 7)                                                   196,665              163,499
INTANGIBLE ASSETS (note 8)                                                 23,819                8,284
                                                                     ----------------------------------
                                                                     $    950,759         $  1,823,443
-------------------------------------------------------------------------------------------------------

                                       LIABILITIES

CURRENT

   Accounts payable and accrued liabilities                          $  3,022,491         $  2,141,855
   Callable debt (note 9)                                                 452,674                    -
   Deferred Revenue                                                       169,327              100,455
   Current portion of long-term debt (note 11)                             81,123              106,702
   Obligation to issue shares (note 10)                                   476,250              657,605
                                                                     ----------------------------------
                                                                        4,201,865            3,006,617

LONG-TERM DEBT (note 11)                                                        -              586,061
EMPLOYEE ENTITLEMENTS PAYABLE                                              70,658              178,519
                                                                     ----------------------------------
                                                                        4,272,523            3,771,197
                                                                     ----------------------------------

                                SHARE CAPITAL AND DEFICIT

SHARE CAPITAL (note 12)                                                 1,437,500            1,270,901
CONTRIBUTED SURPLUS (note 13)                                           6,996,499            5,766,550
DEFECIT                                                               (11,755,763)          (8,985,205)
                                                                     ----------------------------------
                                                                       (3,321,764)          (1,947,754)
                                                                     ----------------------------------
                                                                     $    950,759          $ 1,823,443
-------------------------------------------------------------------------------------------------------
</TABLE>

Future operations (note 3)

Commitments (note 19)

Approved on behalf of the Board
Director (F.A. Favretto)
Director (K.B. Levine)

                                       58

<PAGE>

<TABLE>
                          TRADE WIND COMMUNICATIONS LIMITED
                   CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
                                (in Australian dollars)
<CAPTION>

YEAR ENDED JUNE 30                                                        2003                 2002
-------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>
REVENUE                                                              $  3,702,838        $   4,638,265

COST OF SALES                                                           1,332,104            1,825,762
                                                                     ----------------------------------
GROSS MARGIN                                                            2,370,734            2,812,503
                                                                     ----------------------------------
EXPENSES
   Office and administration                                            3,807,832            4,237,978
   Research and development                                             1,201,918            1,473,954
   Amortization                                                            75,516              325,859
   Interest in long term/callable debt                                     34,661               37,063
                                                                     ----------------------------------
                                                                        5,119,927            6,074,854
                                                                     ----------------------------------
LOSS BEFORE THE FOLLOWING ITEMS                                        (2,749,193)          (3,262,351)
                                                                     ----------------------------------
OTHER INCOME(EXPENSE)
   Interest                                                                12,677               15,395
   Gain on foreign exchange                                                35,638               54,668
   Goodwill impairment                                                          -             (682,050)
                                                                     ----------------------------------
                                                                           48,315             (611,987)
                                                                     ----------------------------------
LOSS BEFORE DISCONTINUED OPERATIONS                                    (2,700,878)          (3,874,338)

DISCONTINUED OPERATONS (note 17)                                           69,680               81,070
                                                                     ----------------------------------
NET LOSS                                                               (2,770,558)          (3,955,408)

DEFICIT, beginning of year                                             (8,985,205)          (5,029,797)
                                                                     ----------------------------------
DEFICIT, end of year                                                 $(11,755,763)       $  (8,985,205)
-------------------------------------------------------------------------------------------------------

BASIC AND DILUTED LOSS PER SHARE (note 14)                           $      (0.08)       $       (0.19)
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       59

<PAGE>

<TABLE>
                          TRADE WIND COMMUNICATIONS LIMITED
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in Australian dollars)
<CAPTION>

YEAR ENDED JUNE 30                                                        2003                  2002
-------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                          $ (2,770,558)        $ (3,955,408)
   Items not affecting cash:
      Amortization                                                         75,516              325,859
      Gain on sale of business                                            (78,692)                   -
      Employee entitlements                                              (107,861)              (7,307)
      Goodwill impairment                                                       -              682,050
                                                                     ----------------------------------
                                                                       (2,881,595)          (2,954,806)

    Change in non-cash working capital items (note 16)                  1,413,222              579,465
                                                                     ----------------------------------
                                                                       (1,468,373)          (2,375,341)
                                                                     ----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of capital and other assets                                  (133,012)             (41,493)
   Corporate restructuring costs                                                -             (132,353)
                                                                     ----------------------------------
                                                                         (133,012)            (173,846)
                                                                     ----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of callable debt                                             (57,007)                   -
   Repayment of long-term debt                                           (101,959)                   -
   Increase in loan payable                                                     -               34,897
   Receipt of share subscriptions                                         476,250              657,605
   Issuance of share capital                                              738,943            1,449,606
                                                                     ----------------------------------
                                                                        1,056,227            2,142,108
                                                                     ----------------------------------
DECREASE IN CASH                                                         (545,158)            (407,079)

CASH, beginning of year                                                   691,632            1,098,711
                                                                     ----------------------------------
CASH, end of year                                                    $    146,474          $   691,632
-------------------------------------------------------------------------------------------------------

OTHER INFORMATION
Interest paid                                                        $     89,249          $    89,940
Interest received                                                    $     12,677          $    15,395
-------------------------------------------------------------------------------------------------------
</TABLE>

                                       60

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
----------------------------------------------------------------------------

1. NATURE OF OPERATIONS

Trade Wind Communications Limited (the "Company") was incorporated in
Bermuda on October 30, 1996.  The Company's principal activity comprises the
manufacture and sale of telecommunication equipment and the provision of
communication services.

The financial statements reflect the operation of the legal parent company
and its subsidiaries since 1987. The legal subsidiaries were acquired and
accounted for on a reverse takeover basis and accordingly the operations of
the consolidated group of companies precede the legal parent's incorporation
date.


2. RESTATEMENT OF PRIOR YEARS' BALANCE SHEET

The balance sheet for the prior year has been restated to reflect the issue
of common shares at the time the shares were issued. In the prior year the
issue of shares were recorded at the time the proceeds on share subscriptions
were received which preceded the issue date. The effects of this restatement
on the 2002 balance sheet are as follows:
                                                          Increase(Decrease)
                                                          ------------------
Obligation to issue shares                                $     657,605
Share capital                                             $     (97,470)
Contributed surplus                                       $    (560,091)
Number of shares issued                                      (5,316,988)


3. FUTURE OPERATIONS

The Company has a working capital deficiency of $3,551,590 (2002 - $1,354,957)
and incurred losses of $2,770,558 and $3,955,408 in the last two years.

The Company's ability to continue operations is uncertain and is dependent
upon its ability to achieve profitability, maintain current financing, and
obtain new sources of financing.  The outcome of these matters cannot be
predicted at this time.

Management's future plans are to obtain sufficient equity or debt financing
to enable the Company to direct greater sales and marketing resources into
rapid implementation of EMdirect, a product under trademark, to gain
significant share of emerging markets for electronic messaging.  In
addition the Company plans to use funds to develop global licensing and/or
partnering arrangements with emphasis on potential partners currently in the
essential mail market.

If the going concern assumption were not appropriate for these financial
statement, then adjustments would be necessary to the carrying value of
assets and liabilities, the reported net loss and the balance sheet
classifications used.

                                       61

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
----------------------------------------------------------------------------

4. SIGNIFICANT ACCOUNTING POLICIES

These financial statements have been prepared using the historical cost
basis in accordance with Canadian generally accepted accounting principles.
These financial statements have, in management's opinion, been properly
prepared within the framework of the accounting policies summarized as
follows:


Cash equivalents

Cash and cash equivalents consist of cash and short term deposits with
original maturities of ninety days or less.


Use of estimates

The preparation of financial statements in conformity with Canadian
generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  By their nature,
these estimates are subject to measurement uncertainty.  The effect of
changes in such estimates on the financial statements in future periods
could be significant.  Accounts specifically affected by estimates in these
financial statements are accounts receivable, capital assets, accounts
payable and accrued liabilities and notes payable.


Consolidation

The consolidated accounts comprise the accounts of Trade Wind Communication
Limited and all of its subsidiaries.  Subsidiaries are defined as companies
whose operations are controlled by the Company and are companies in which
the Company owns more that fifty percent of the voting shares.  All
intercompany balances are eliminated upon consolidation.

                                       62

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
----------------------------------------------------------------------------

4. SIGNIFICANT ACCOUNTING POLICIES, continued

Change in accounting policies

a)  Callable and long term debt

The Canadian Institute of Chartered Accountants (CICA) has issued an
accounting pronouncement concerning the classification of debt that is
effective for financial years commencing after December 31, 2001.  Based on
this pronouncement loans with no fixed terms of repayment have been
classified as a current liability where the lender has the right to demand
repayment within one year.  This new policy has been applied prospectively
with no restatement of prior years.  In previous years, these loans were
classified as long term debt.


b)  Disposal of long lived assets and discontinued operations

In 2002, the CICA issued Handbook Section 3475, "Disposal of Long Lived
Assets and Discontinued Operations", which will be effective for all
disposal activities initiated by a commitment to a plan on or after May 1,
2003.  Under the new rules, (i) a long lived asset to be disposed of other
than by sale continues to be classified as held and used until it is
disposed of;  (ii) a long lived asset classified as held for sale is
measured at the lower  of its carrying amount or fair value less cost to
sell;  (iii) a loss recognized on classification of a long lived asset as
held for sale or a group of assets as a discontinued operation does not
nclude future operating losses, other than to the extent they are included
in the fair value of the asset;  and (iv) discontinued operations are
defined more broadly than under existing generally accepted accounting
principals (GAAP).  The prior year's financial statements have been
reclassified to reflect the results of discontinued business (see note 17).


Inventory

Inventories are measured at the lower of cost and net realizable value.
Costs are assigned on a first in first out basis and include direct
materials, direct labour and an appropriate proportion of variable and
fixed overhead expenses.


Research and development costs

The Company expenses all research costs as incurred. Development costs are
also expensed unless they meet specific criteria related to technical
market and financial feasibility in which case they are deferred and
amortized on a straight line basis over the period in which the related
benefits are expected.

                                    63
<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
----------------------------------------------------------------------------
4. SIGNIFICANT ACCOUNTING POLICIES, continued


Capital assets

Capital assets are recorded at cost.  The Company provides for amortization
using the following methods at rates designed to amortize the cost of the
capital assets over their estimated useful lives.  The annual amortization
rates and methods are as follows:

    Automotive                 25%             Declining balance
    Equipment                  5% to 30%       Declining balance
    Furniture and fixtures     10% to 20%      Declining balance
    Computer software          20% to 40%      Declining balance

Amortization of leasehold improvements is recorded over the remaining term
of the lease plus the first renewal option.


Goodwill and intangible assets

Effective July 1, 2002 the Company adopted the new recommendations of the
CICA for goodwill and other intangible assets with indefinite useful lives.
The new recommendations require the Company to discontinue the amortization
of goodwill and intangibles and instead, apply an impairment test on at
least an annual basis.  An impairment loss is to be provided when the
carrying values of the goodwill and intangibles of a reporting unit exceeds
their fair value.

An assessment was made as at June 30, 2002 prior to the adoption of the new
recommendations, and it was determined that goodwill was impaired and an
impairment adjustment was necessary.

Intangible assets with estimated useful lives are stated at cost less
accumulated amortization.  Amortization is computed on a straight line
basis over five years for patents, customer lists and trademarks.


Loss per share

Basic loss per common share is calculated using the weighted average number
of common shares outstanding during the period.  Diluted loss per common
share is calculated using the treasury stock method for determining the
dilutive effects of options.


Revenue recognition

Revenues from communication services are recognized in the period when
services are performed, when a contractual arrangement exists, the fees are
determinable and collection is reasonably assured.

Revenue from maintenance and license agreements are recognized evenly over
the period covered by the  agreement, when a contractual arrangement exists,
the fees are determinable and collection is reasonably assured.

                                       64

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
----------------------------------------------------------------------------
4. SIGNIFICANT ACCOUNTING POLICIES, continued


Foreign currency translation

Monetary assets and liabilities of the Company which are denominated in
foreign currencies are translated at year end exchange rates.  Other assets
and liabilities are translated at rates in effect at the date the assets
were acquired and liabilities incurred. Revenue and expenses are translated
at the rates of exchange in effect at their transaction dates.  The
resulting gains or losses are included in operations.


Future income taxes

The Company follows the asset and liability method of accounting for income
taxes.  Under this method, future tax assets and liabilities are recognized
for the future tax consequences attributable to differences between
financial statement carrying amounts of assets and liabilities and their
respective tax bases.


Stock based compensation

The Company has a stock based compensation plan, which is described in note
12.  Effective July 1, 2002 a new accounting standard for stock based
compensation plans was prospectively adopted and applied to awards granted
subsequent to the date of adoption.  The Company's stock based compensation
plan for employees does not involve the direct award of stock, or call for
the settlement of cash or other assets.  As a result, the Company has the
option to apply either the intrinsic value based method or the fair value
based method of accounting for stock based compensative awards granted to
employees.  For awards of stock options to non employees, the Company is
required to expense the fair value for each award.  Any consideration paid
by employees on exercise of stock options or purchase of stock is credited
to share capital.  The Company has elected to apply the intrinsic based
method for accounting for employee stock options and accordingly, no
compensation costs have been recognized in the financial statements.  The
proforma impact of accounting for employee stock based compensation costs
using fair value has been presented.

                                       65

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
----------------------------------------------------------------------------

5. ACCOUNTS RECEIVABLE
                                        2003            2002
                                     --------------------------
   Trade receivables                 $  576,009      $  819,687
   Less factored receivables           (265,195)        (89,336)
                                     --------------------------
                                     $  310,814      $  730,351
                                     -----------     -----------

The Company entered into a credit facility agreement with Scottish Pacific
Business Finance Limited (SPBF) in which SPBF provides cash advances against
the Company's trade receivables.  These amounts are with recourse and the
Company can borrow up to a maximum of 85% of approved outstanding
receivables.  The advances are reduced upon collection of the receivable by
SPBF and are secured by guarantees of the Company.


6. NOTE RECEIVABLE
                                        2003            2002
                                     --------------------------
   Note receivable                   $   90,000      $       -
   Less current portion                  10,000              -
                                     --------------------------
                                     $   80,000      $       -
                                     -----------     -----------

The note receivable represents deferred consideration due from MCS
Communication System Pty Limited, a company controlled by former management,
as part of the sale of the paging infrastructure business (note 17).  The
note is receivable in quarterly installments of $2,500 commencing September
30, 2003 and is without interest until March 31, 2006 after which interest
will accrue at commercial lending rates.  All remaining principal
outstanding and accrued interest is due on March 31, 2008.  The
recoverability of this amount is dependent on the purchaser being able to
operate the acquired business successfully.  If the purchaser is unable to
do this, they may be unable to repay the note.

                                       66

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

7. CAPITAL ASSETS
                                                         2003       2002
                              ---------------------------------------------
                                          Accumulated
                                Cost     Amortization     Net        Net
                             ----------  ------------  ---------  ---------
   Automotive                $  119,146  $    110,288  $   8,858  $       -
   Equipment                    989,862       936,812     53,050     88,756
   Furniture and fixtures       241,738       218,907     22,831     26,795
   Leasehold improvements       569,142       509,661     59,481          -
   Computer software             94,059        41,614     52,445     47,948
                             ----------  ------------  ---------  ---------
                             $2,013,947  $  1,817,282  $ 196,665  $ 163,499
                             ==========  ============  =========  =========


8. INTANGIBLE ASSETS
                                                         2003       2002
                              ---------------------------------------------
                                          Accumulated
                                Cost     Amortization     Net        Net
                             ----------  ------------  ---------  ---------
   Trademarks, customer
   lists, patents            $   74,396  $     50,577  $  23,819  $   8,284
                             ==========  ============  =========  =========


9. CALLABLE DEBT
                                                         2003       2002
                                                       --------------------
   Notes payable without interest or stated terms
   of repayment, unsecured.                            $ 189,065  $       -

   8% Note payable to a company controlled by a
   former director and officer without terms of
   repayment. Secured by a debenture in the amount
   of $550,000 creating a charge over all of the
   assets of a subsidiary company having a carrying
   value of $1,270,363.                                  218,288          -

   Note payable bearing interest at bank 90 day
   treasury bill rate plus 0.5% interest payable
   quarterly, unsecured.                                  45,321          -
                                                       --------------------
                                                       $ 452,674  $       -
                                                       =========  =========

                                       67

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

10. OBLIGATION TO ISSUE SHARES

The Company receives proceeds from share subscriptions on private
placements. Upon the issue of the shares these amounts are reclassified to
share capital at an amount of U.S. $0.01 per share with the balance
reclassified to Contributed Surplus. Subsequent to June 30, 2003 1,080,000
shares were issued and reclassified at an amount of $0.25 per share for a
total consideration of $270,000. An additional 825,000 shares at an amount
of $0.25 per share for a total consideration of $206,250 have yet to be
issued.


11. LONG TERM DEBT

                                                         2003       2002
                                                       --------------------
   Note payable without interest or stated terms
   of repayment, unsecured.                            $       -  $ 232,318

   8% Note payable to a company controlled by a
   former director and officer without terms of
   repayment. Secured by a debenture in the amount
   of $550,000 creating a charge over all of the
   assets of a subsidiary company having a carrying
   value of $1,270,363.                                        -    221,502

   Note payable bearing interest at bank 90 day
   treasury bill rate plus 0.5% interest payable
   quarterly, unsecured.                                       -     55,861

   Note payable to a former director in monthly
   installments of $16,581 including interest of
   8.75%. Secured by a debenture in the amount of
   $550,000 creating a charge over all of the assets
   of a subsidiary company having a carrying value
   of $1,270,363.                                         81,123    183,082
                                                       --------------------
                                                          81,123    692,763

   Less current portion                                   81,123    106,702
                                                       --------------------
                                                       $       -  $ 586,061
                                                       =========  =========

                                       68

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

12. SHARE CAPITAL

Authorized
   5,000,000,000 common shares with a par value of US $0.01

Issued
                                               2003                     2002
                                                                     (Restated
                                                                       note 2)
                               -------------------------------------------------
                                 Issued       Amount       Issued       Amount
                               -------------------------------------------------
Balance, beginning of year     25,875,998   $1,270,901   18,499,783   $1,135,621
Shares issued under private
  placements                    9,206,946      162,109    7,376,215      135,280
Shares issued on exercise
  of warrants                     289,964        4,490            -            -
                               -------------------------------------------------
                               35,372,908   $1,437,500   25,875,998   $1,270,901
                               ==========   ==========   ==========   ==========

The Company is committed to issue shares to satisfy current liabilities in
the amount of $240,875 and notes payable in the amount of $218,288. These
shares will be issued at a rate of $0.25 AUSD per share.

                                       69

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

12. SHARE CAPITAL, continued

Stock options

Pursuant to the policies of the TSX Venture Exchange ("TSXV"), the Company
may grant incentive stock options to its officers, directors and employees.
TSXV policies permit the Company's directors to grant incentive stock options
for the purchase of shares of the Company to persons in consideration for
services.  Stock options must be non transferable and the aggregate number
of shares that may be reserved for issuance pursuant to stock options may
not exceed 6,543,974 at the time of the grant and may not be less than a
discounted market price and may not otherwise be less than $0.10 Canadian
dollars per share.  Options have a maximum term of five years and terminate
90 days following the termination of the optionee's employment, except in
the case of retirement, death, or disability, in which case they terminate
one year after the event.  Vesting of options is determined at the time of
granting of the options at the discretion of the Board of Directors.

During the year the Company issued 2,050,000 share options to employees at
differing times.  The fair value of options granted to employees in the
current year (not recorded) is $240,838 using the assumptions of a risk
free rates between 4.77% and 5.27%, an expected options life of 5 years, an
expected volatility of 467%, and expected dividends of nil.

Proforma loss and loss per share are disclosed below:
                                                                 Basic and
                                                               diluted loss
                                          2003                   per share
                                   -----------------------------------------
Net loss as reported               $   (2,770,558)           $        (0.08)
Proforma adjustment                      (240,838)                    (0.01)
                                   -----------------------------------------
                                   $   (3,011,396)           $        (0.09)
                                   ===============           ===============


A summary of stock option activities for the periods presented are as
follows:
<TABLE>
<CAPTION>
                                              2003                         2002
                        -------------------------------------------------------
                                          Weighted                     Weighted
                            Number   average share       Number   average share
                        of options           price   of options           price
                        -------------------------------------------------------
<S>                     <C>          <C>             <C>          <C>
Outstanding, opening    3,240,486          $ 0.30    3,008,773          $ 0.30
Granted                 2,050,000            0.42      750,000            0.30
Cancelled                (842,034)          (0.30)    (518,287)          (0.30)
                        -------------------------------------------------------
Outstanding, closing    4,448,452          $ 0.36    3,240,486          $ 0.30
                        ==========         =======   ==========         =======
</TABLE>

                                       70

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

12. SHARE CAPITAL, continued

All option exercise prices are in Canadian dollars.

As of June 30, 2003, the share options outstanding under the plan have
exercise prices as follows.

   Options                      Options exercisable
 outstanding    Exercise price    at June 30, 2003   Expiry date
--------------  --------------  -------------------  -------------------
      36,000       $0.30                36,000       September 1, 2003
     146,800        0.30               146,800       February 22, 2005
   1,485,652        0.30             1,485,652       February 5, 2006
     730,000        0.30               547,500       March 18, 2007
     600,000        0.35                     -       September 18, 2007
     650,000        0.45                     -       September 18, 2007
     200,000        0.30                     -       January 2, 2008
     200,000        0.40                     -       April 1, 2008
     200,000        0.45                     -       April 1, 2008
     200,000        0.55                     -       April 1, 2008
------------------------------------------------------------------------
   4,448,452                         2,215,952
------------------------------------------------------------------------

Subsequent to year end 36,000 options expired without being exercised.

Share Purchase Warrants

The following share purchase warrants were outstanding at June 30, 2003:

         Number of Warrants              Expiry Date
         ------------------           ----------------
             2,066,667                November 23, 2003
             1,845,697                February 28, 2004
             1,479,821                October 01, 2004

The warrants expiring on November 23, 2003 vest every three months after
November 23, 2001 in four equal installments with the first installment
exercisable at C$0.20, the second at C$0.30, the third at C$0.40 and the
fourth at C$0.50. These warrants expired subsequent to year end without
being exercised.

The warrants expiring on February 28, 2004 vest every three months after
February 28, 2002 in four equal installments with the first installment
exercisable at C$0.20, the second at C$0.30, the third at C$0.40 and the
fourth at C$0.50.

The warrants expiring on October 01, 2004 are exercisable at C$0.20 and
vest immediately from the date of issue.

                                       71

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

13. CONTRIBUTED SURPLUS
                                                       2003             2002
                                                                   (Restated
                                                                     note 2)
                                                  ------------- ------------
Balance beginning of year                         $   5,766,550 $  4,452,224
Shares issued under private placement,
  net of related capital costs                        1,229,949    1,314,326
                                                  ------------- ------------
Balance end of year                               $  6,996,499  $  5,766,550
                                                  ------------- ------------

Contributed surplus represents an excess of proceeds over the stated par
value of shares issued.


14. LOSS PER SHARE

Basic earnings per share is calculated using the weighted average number of
shares outstanding during the year.  Options outstanding at June 30, 2003
were not included in the calculation of diluted earnings per share because
the exercise price was greater than the average market price of the common
shares.  Earnings per share is calculated as follows:

<TABLE>
<CAPTION>
                                     2003                                    2002
           ------------------------------------------------------------------------------
                                     Net loss per                            Net loss per
           Net loss      Shares      share         Net loss      Shares      share
           ------------------------------------------------------------------------------
<S>        <C>           <C>         <C>           <C>           <C>         <C>
Basic and
  diluted  $(2,770,558)  32,772,455  $  (0.08)     $(3,955,408)  20,682,265  $  (0.19)
           ------------  ----------  ------------  ------------  ----------  ------------

</TABLE>


15. FUTURE INCOME TAXES

a)  The components of future income tax balances are as follows:

                                                         2003         2002
                                                     -----------  ------------
    Future income tax asset
       Non capital loss carry forwards               $ 5,274,357  $ 3,927,687
       Deferred costs                                    168,590      202,473
                                                     -----------  ------------
                                                      5,442,947     4,130,160
    Valuation allowance                              (5,442,947)   (4,130,160)
                                                     -----------  ------------
                                                     $        -   $         -
                                                     -----------  ------------

                                       72

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

15. FUTURE INCOME TAXES, continued

b)  The provision for income taxes recorded in the financial statements
differs from the amount which would be obtained by applying the statutory
income tax rate of 30.0% (2002   30%) to the loss for the years as follows:

                                                        2003            2002
                                                -------------   -------------
Loss for the year from continuing operation     $ (2,700,878)   $ (3,874,338)
                                                -------------   -------------


Anticipated income tax recovery                 $   (810,263)   $ (1,162,301)
Research and development provision                   (90,144)       (110,547)
Write off of goodwill                                      -         204,625
Discontinuing operations                             (20,904)        (24,321)
Change in estimate on valuation allowance
  and other                                         (391,476)        176,026
Decrease in valuation allowance                    1,312,787         916,518
                                                -------------   -------------
Provision for income taxes                      $          -    $          -
                                                -------------   -------------

The Company evaluates its valuation allowance requirements based on
projected future operations.  When circumstances change and this causes a
change in management's judgement about the recoverability of future tax
assets, the impact of the change on the valuation allowance is reflected in
current income.

Estimated tax losses available to the group to be carried forward to future
years amount to $17,581,190 (2002 - $14,109,889).   No benefit of these
losses has been recorded in these financial statements.  These losses are
not subject to an expiry date, however, the benefits of these losses will
only be obtained if the group derives future assessable income of a nature
and of an amount sufficient to enable the benefit from the deduction for
the loss to be realized;  the group continues to comply with the conditions
for deductibility imposed by law;  and no changes in tax legislation
adversely affect the group in realizing the benefit from the deduction for
the loss.


16. STATEMENT OF CASH FLOWS

Change in non cash working capital items

                                                        2003            2002
                                                -------------   -------------
Accounts receivable                             $    419,538    $    622,973
Inventory                                             53,511          83,658
Prepaid expenses                                    (119,137)              -
Accounts payable and accrued liabilities             990,438        (127,166)
Deferred revenue                                      68,872               -
                                                -------------   -------------
                                                $  1,413,222    $    579,465
                                                -------------   -------------

                                       73

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

17.  DISCONTINUED OPERATIONS

Effective March 31, 2003, the Company sold its paging infrastructure
business, conducted by Multitone Communications Systems Pty Limited
(Multitone) as part of the Voice and Data Division, to MCS Communication
Systems Pty Limited (MCS), a company controlled by former management of
Multitone. This transaction was completed on June 30, 2003.

For reporting purposes, the results of operations and financial position of
the business components have been presented as discontinued operations.
Accordingly, the prior period financial statements have been reclassified
to reflect this change.

The statement of operations applicable to the discontinued operations is as
follows:
                                                        2003            2002
                                                -------------   -------------
Gain on sale of business                        $     78,692    $          -
Loss from operations                                (148,372)        (81,070)
                                                -------------   -------------
                                                $    (69,680)   $    (81,070)
                                                -------------   -------------

Balance sheet amounts applicable to the discontinued operations are as
follows:

                                                        2003            2002
                                                -------------   -------------
Current assets                                  $          -    $    325,359
Capital assets                                             -           8,794
Long term liabilities                                      -        (401,811)
Current liabilities                                 (126,926)         (7,644)
                                                -------------   -------------
Net asset deficiency                            $   (126,926)   $    (75,302)
                                                -------------   -------------

                                       74

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

18. RELATED PARTY TRANSACTIONS

Included in expenses in the consolidated statements of operations and
deficit is an amount of $66,494 (2002   $93,555) for fees earned in
connection with capital raising and the reimbursement of expenses incurred
in connection with consulting services provided by a director.

Included in expenses in the consolidated statements of operations and
deficit is an amount of $23,934 (2002   $24,577) paid to Skyglen Pty Ltd a
company controlled by a former director in connection with insurance
policies.

Included in interest paid in the consolidated statements of operations and
deficit are amounts of $32,131 (2002   $34,270) paid to companies controlled
by former directors in connection with the loans payable (notes 9 and 11).

Included in accounts payable and accrued liabilities are amounts owing to
directors and officers totaling $124,366 (2002   $4,045).

All of the above amounts are accounted for at an exchange amount agreed to
by the related parties.


19. COMMITMENTS

The Company's total obligations under various operating leases are as
follows:

                       2004         $   81,449
                       2005             27,430
                                    -----------
                                    $  108,879


20. FINANCIAL INSTRUMENTS

Financial instruments consist of recorded amounts of accounts receivable and
note receivable which will result in future cash receipts, as well as,
accounts payable and accrued liabilities, callable debt and long term debt
which will result in future cash outlays.

The Company is exposed to the following risks with respect to certain of
these instruments:

a) Credit Risk

Credit risk arises from the potential that a counter party will fail to
perform its obligations.  The Company is exposed to credit risk from
customers.  However, the Company has a significant number of customers
which minimizes concentration of credit risk.

                                       75

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

b) Fair Value

The Company's carrying value of cash, accounts receivable, accounts payable
and accrued liabilities and certain callable debt approximates its fair
value due to the immediate or short term maturity of these instruments.

The carrying value of the long term debt approximates the fair value as the
interest rates are consistent with the current rates offered to the Company
for debt with similar terms.

The fair value of certain notes payable are less than carrying value, as
the amounts are non interest bearing. As certain notes payable have no
terms of repayment, the fair value cannot be calculated with any degree of
certainty.


c)  Interest Rate Risk

The Company manages its exposure to interest rate risk through a combination
of fixed and floating rate borrowings.  The fixed rate debt is subject to
interest rate price risk, as the value will fluctuate as a result of changes
in market rates.  The floating rate debt is subject to interest rate cash
flow risk, as the required cash flows to service the debt will fluctuate as
a result of changes in market rates.


d) Currency Risk

Currency risk is the risk to the Company's earnings that arises from
fluctuations of foreign exchange rates and the degree of volatility of these
rates. The Company does not use derivative instruments to reduce its
exposure to foreign currency risk.


21. COMPARATIVE FIGURES

The financial statements have been reclassified, where applicable, to
conform to the presentation used in the current year.  The changes do not
affect prior year earnings.


22. SUBSEQUENT EVENTS

On July 4, 2003 the Directors placed two subsidiaries of Trade Wind
Communications Limited into voluntary administration and appointed Max
Donnelly and Steve Sherman of Ferrier Hodgson as joint and several
administrators pursuant to Section 436E(4) of the Corporations Act of
Australia 2001.

At a second meeting of creditors held on July 31, 2003, creditors voted to
accept a Deed of Company Arrangement (DOCA) put forward by the Company.
The conditions of the DOCA provide for a Deed Fund of $690,000 to be paid
by the Company on or before September 15, 2003 in favour of the creditors.
This vote placed control of the subsidiaries back in the hands of the
directors' of the Company.

On September 1, 2003, the Company entered into an arrangement with Xpedite
Systems Pty Limited, a subsidiary of NASDAQ listed PTEK Holdings, for the
sale of its discretionary

                                       76

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

messaging business.  The sale has been structured on an "earn out" basis
over a twenty four month period effective September 1, 2003.  The Company
will earn a percentage of the monthly revenue generated over the twenty four
month period ranging from 30% to 75% of monthly revenue.

On September 5, 2003 the deed fund payable to the creditors under the Deed
of Company Arrangement was paid in full and final settlement of all
creditor claims of which approximately $1,570,000 of these claims were
outstanding as at June 30, 2003. After the payment of administration fees
and critical creditor settlements the  effective dividend payable to the
creditors was estimated at the rate of 12.5 cents on the dollar.

The Company is proposing to raise up to $3,000,000 in the form of secured
convertible notes or fully paid up shares to certain arms length investors.
To date, funds in the amount of $1,035,000 have been received in respect of
this raising.

With effect from September 24, 2003 Dr. M. Hemmerling resigned as Chief
Executive Office and Director of Trade Wind Communication Limited. He will
be replaced by Mr. F. Favretto, who will take up the role of Executive
Chairman.

                                       77

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

23. SEGMENTED INFORMATION

As at June 30, 2003 the Company has two separate business segments each of
which are distinct business units that offer products and services within
the voice and data communication industry.


1) Voice and Data Systems - a provider of technology solutions in the field
of mission critical voice and data communications, paging infrastructure and
electronic displays.


2) Flex messaging - a multi channel, large scale messaging, business to
business (B2B), Application Service Provider, providing delivery of
information via fax, email, SMS and paper.


The Company evaluates performance and allocates resources based on profit
or loss from operations. The accounting policies of the segments are the
same as those described in the summary of significant accounting policies.
(note 4).

Information on reportable segments is as follows:

                               Voice        Flex-          Head
                              and Data    messaging       Office        2003
                            --------------------------------------------------
Revenue from
external customers          $  893,037  $ 2,809,801  $         -  $ 3,702,838
Operating expenses            (724,127)  (3,583,842)  (1,984,830)  (6,292,799)
Amortization                   (30,935)     (27,838)     (16,743)     (75,516)
                            --------------------------------------------------

Operating income (loss)        137,975     (801,879)  (2,001,573)  (2,665,477)
Interest expense                     -      (40,738)     (42,978)     (83,716)
Interest revenue                     -            -       12,677       12,677
Foreign exchange revenue             -            -       35,638       35,638
                            --------------------------------------------------

Continuing operations          137,975     (842,617)  (1,996,236) (2,700,878)
                            --------------------------------------------------

Discontinued operations (note 17)                                    (69,680)

Net loss                                                         $(2,770,558)
                                                                 ------------

                                       78

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

23. SEGMENTED INFORMATION, continued

                               Voice        Flex-          Head
                              and Data    messaging       Office        2002
                            --------------------------------------------------
Revenues                    $  973,504  $ 3,664,761  $         -  $ 4,638,265
Operating expenses          (2,051,144)  (4,374,450)  (1,064,583)  (7,490,177)
Amortization                   (29,899)     (30,182)    (265,778)    (325,859)
                            --------------------------------------------------

Operating loss              (1,107,539)    (739,871)  (1,330,361) (3,177,771)
Goodwill writedown                   -            -     (682,050)   (682,050)
Interest expense                  (741)     (48,165)     (35,674)    (84,580)
Interest revenue                     -            -       15,395      15,395
Foreign exchange revenue             -            -       54,668      54,668
                            --------------------------------------------------

Continuing operations       (1,108,280)    (788,036)  (1,978,022) (3,874,338)
                            --------------------------------------------------

Discontinued operations (note 17)                                    (81,070)

Net loss                                                         $(3,955,408)
                                                                 ------------


Capital expenditures                                        2003        2002
                                                     -----------  ----------
Voice and data                                       $     1,842  $    7,489
Flexmessaging                                             50,234      14,290
Head office                                               80,936      19,714
                                                     -----------  ----------
                                                     $   133,012  $   41,493
                                                     -----------  ----------


Identifiable Assets                                         2003        2002
                                                     -----------  ----------
Voice and data                                       $   276,541  $  305,478
Flexmessaging                                            290,458     530,445
Head office                                              383,760     653,367
Discontinued business                                          -     334,153
                                                     -----------  ----------
                                                     $   950,759  $1,823,443
                                                     ------------ ----------

As all revenues are generated from Australian customers, geographical
segmented information has not been disclosed.

                                       79

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

24. RECENT CANADIAN ACCOUNTING PRONOUNCEMENTS

a)  Impairment of long lived assets

In 2002 the CICA issued Handbook Section 3063, "Impairment of Long Lived
Assets", which is effective for the fiscal year commencing on or after
April 1, 2003.  Under this section, an impairment loss is measured as the
difference between the carrying value of an asset and its fair value.  The
Company does not expect the adoptions of this section to have significant
impact on its financial results.


b)  Hedging relationships

In June, 2003, the CICA revised Accounting Guideline 13, "Hedging
Relationships", which is effective for fiscal years beginning on and after
July 1, 2003.  The guideline addresses the identification, designation,
documentation and effectiveness of hedging relationships, for the purpose
of applying hedge accounting. The guideline establishes certain conditions
for applying hedge accounting and also deals with the discontinuance of
hedge accounting.  The Company does not expect the adoption of this
guideline to have a significant impact on its consolidated financial
statements.


c)  Consolidation of variable interest entities

In June, 2003, the CICA issued Accounting Guideline, "Consolidation of
Variable Interest Entities", which will be effective for annual and interim
periods beginning on or after November 1, 2004.  This guideline addresses
the application of consolidation principles to entities that are subject to
control on a basis other than ownership of voting interests.  Management
has not yet determined the extent to which this new guideline will impact
the Company's financial statements.


25. RECONCILIATION OF CERTAIN DIFFERENCES BETWEEN US AND CANADIAN GAAP

The Consolidated Financial Statements have been prepared in accordance with
accounting principles generally accepted in Canada ("Canadian GAAP"), which,
in the case of the Company, conform, in all material respects with those of
the United States ("US GAAP") and with the requirements of the Securities
and Exchange Commission ("SEC"), except as follows:


(a)    Under Canadian GAAP, the difference between the purchase price and
quoted market price on the issue of shares to insiders is not treated as an
expense. Under US GAAP, an expense must be recorded where there is a share
issue to insiders when the quoted market price exceeds the issue price of
the shares.  The effect on the above would be to increase the net loss for
the years ended June 30, 2003 and 2002 by $122,962 and $118,914.
respectively.

                                       80

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

(b)    The impact of the above-noted differences on the Statement of
Operations is as follows:
                                           June 30, 2003       June 30, 2002
                                           ---------------------------------
Net (Loss)/profit per Canadian GAAP          (2,770,558)         (3,955,408)
Expense on issue of shares to insiders (a)     (122,962)           (118,914)
Net (loss)/profit per US GAAP                (2,893,520)         (4,074,322)
(Loss)/Earnings per share in accordance
   with US GAAP                                   (0.09)              (0.20)


The impact of the above-noted differences on total shareholders'
(deficit)/equity is as follows:
                                           June 30, 2002       June 30, 2002
                                           ---------------------------------
Shareholders' (deficit)/equity per
   Canadian GAAP                             (2,845,514)         (1,290,149)

Shareholders' (deficit)/equity per US GAAP   (2,845,514)         (1,290,149)


(c)    The Company applies Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for its stock options issued to employees.  Under APB No. 25,
when the exercise price of employee stock options equals the market price
of the underlying stock on the date of grant, no compensation expense is
recognized.  During the year ended June 30, 2002 the Company repriced options
previously granted to employees and as such, such options will be accounted
for under the variable accounting method until exercised, forfeited or
expired. Under this method, the options will be marked to market each
period with compensation cost reflected for the excess of quoted market
price over exercise price.


(d)    In July 2001, the Financial Accounting Standards Board issued SFAS
No.143, "Accounting for Obligations Associated with the Retirement of Long-
Lived Assets". The standard provides the accounting requirements for
retirement obligations associated with tangible long-lived assets. The
standard requires that the obligation associated with the retirement of the
tangible long-lived assets be capitalized into the asset cost at the time
of initial recognition. The liability is then discounted to its fair value
at the time of recognition using the guidance provided by the standard.
SFAS No. 143 is effective for fiscal years beginning after June 15, 2002.
Based on its current and planned future activities relative to Long-Lived
Assets, the Company believes that the adoption of this Issue will not have
a material effect on its results of operations or financial position.


(e)    In November 2001, the Financial Accounting Standards Board Emerging
Issues Task-Force (EITF) reached a consensus on EITF Issue 01-09,
"Accounting for Consideration Given by a Vendor to a Customer or a Reseller
of the Vendor's Products," which is a codification of EITF 00-14, 00-22 and
00-25. EITF Issue 01-09 presumes consideration from a vendor to a customer
or reseller of the vendor's products to be a reduction of the selling prices
of the vendor's products and, therefore, should be characterized as a
reduction of revenue when recognized in the vendor's income statement and
could lead to negative revenue under certain circumstances. Revenue
reduction is required unless the consideration relates to a separate
identifiable benefit and the benefit's fair value can be established. The
Company believes that the adoption of this Issue will not have a material
effect on its results of operations or financial position.


(f)    In April 2002, the Financial Accounting Standards Board issued SFAS
145, "Rescission of SFAS 4", "Reporting Gains and Losses from Extinguishment
of Debt", SFAS 44, "Accounting for Intangible Assets of Motor Carriers'" and
SFAS 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements,
Amendment of SFAS 13, "Accounting for Leases" and "Technical Corrections as
of April 2002". This standard rescinds SFAS 4, SFAS 44 and amends SFAS 64
and SFAS 13. SFAS 13 has been amended to eliminate an inconsistency between
the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that
are similar to sale-leaseback transactions. This standard also amends other
existing authoritative pronouncements to make various technical corrections,
clarify meanings, or describe their applicability under changed conditions.
The rescission of SFAS No. 4, "Reporting Gains and Loss from Extinguishment
of Debt" is effective for fiscal years beginning after May 15, 2002. The
remainder of the statement is generally effective for transactions occurring
after May 15, 2002. The Company believes that the adoption of this Issue
will not have a material effect on its results of operations or financial
position.

                                       81

<PAGE>

                    TRADE WIND COMMUNICATIONS LIMITED
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          (in Australian dollars)

JUNE 30, 2003
---------------------------------------------------------------------------

(g)    In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities ("SFAS No. 146"). SFAS No. 146
addresses significant issues regarding the recognition, measurement, and
reporting of costs associated with exit and disposal activities, including
restructuring activities. SFAS No. 146 also addresses recognition of
certain costs related to terminating a contract that is not a capital lease,
costs to consolidate facilities or relocate employees, and termination
benefits provided to employees that are involuntarily terminated under the
terms of a one-time benefit arrangement that is not an ongoing benefit
arrangement or an individual deferred-compensation contract.  SFAS No. 146
is effective for exit or disposal activities that are initiated after
December 31, 2002. The Company believes that the adoption of this Issue
will not have a material effect on its results of operations or financial
position.


(h)    In November 2002, FASB issued FIN 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees Including Indirect Guarantees of
Indebtedness of Others," which is effective for guarantees issued or
modified after December 31, 2002. However, the disclosure requirements of
this interpretation are effective for financial statements issued for the
periods ending on or after December 15, 2002. FIN 45 elaborates on the
disclosure requirements of a company with respect to its obligation under
certain guarantees. It also clarifies that a company is required to
recognize, at the inception of a guarantee, a liability for the fair value
of the obligation then undertaken. The impact for the Company of adoption
FIN 45 is not material. The Company believes that the adoption of this
Issue will not have a material effect on its results of operations or
financial position.


(i)    In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure". SFAS 148 amends
SFAS No. 123, to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS 148 amends the disclosure
requirements of  SFAS 123 to require prominent disclosures in both annual
and interim     financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on
reported results. SFAS 148 is effective for fiscal years beginning after
15 December 2002. The interim disclosure provisions are effective for
financial reports containing financial statements for interim periods
beginning after 15 December 2002. The Company will adopt SFAS No. 148, as
required, on 1 July 2003 with no material impact on its financial
statements.


(j)    In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity,
which addresses how an issuer classifies and measures financial instruments
with characteristics of both liabilities and equity. It requires that an
issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances) because that financial
instrument embodies an obligation of the issuers. This Statement shall be
effective for financial instruments entered into or modified after May 31,
2003, and otherwise shall be effective at the beginning of the first
interim period beginning after June 15, 2003. For financial instruments
created before the issuance date of this Statement and still existing at
the beginning of the interim period of adoption, transition shall be
achieved by reporting the cumulative effect of a change in an accounting
principle by initially measuring the financial instruments at fair value
or other measurement attribute required by this Statement. The Company
does not anticipate a material impact on its financial position or results
of operations.

                                       82

<PAGE>


                        TRADE WIND COMMUNICATIONS LIMITED
                        ---------------------------------




                       REPORT FOR YEAR ENDED JUNE 30, 2002



                                       83

<PAGE>

BDO        BDO INTERNATIONAL          Level 19, Market Street, Sydney NSW2000
           Chartered Accountants      GPO Box 2551 Sydney NSW 2001
           & Consultants              DX 1222 Sydney
                                      Tel: +61 2 9286 5555
                                      Fax: +61 2 9286 5599


TO THE SHAREHOLDERS
TRADE WIND COMMUNICATIONS LIMITED

-------------------------------------------------------------------------------
                                                              AUDITORS' REPORT
-------------------------------------------------------------------------------

We have audited the accompanying consolidated balance sheet of Trade Wind
Communications Limited as of June 30, 2002 and the related consolidated
statements of income and accumulated deficit and cash flows for the years ended
June 30, 2002 and 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Trade
Wind Communications Limited at June 30, 2002 and the consolidated results of
their operations and their cash flows for the years ended June 30, 2002 and 2001
in conformity with generally accepted accounting principles in Canada.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1b to the
financial statements, the Company has suffered a loss from operations and has a
net working capital deficiency and an accumulated deficit at 30 June 2002 that
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in note 1b. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

As the financial statements have been prepared in accordance with generally
accepted accounting principles in Canada (Canadian GAAP) an additional Note to
the financial statements has been included (Note 24) that reconciles differences
between Canadian GAAP and those of the United States (US GAAP) and with the
requirements of the Securities and Exchange Commission.


                                               /s/ BDO International
                                               -------------------------------
Sydney, Australia                              BDO INTERNATIONAL
November 15, 2002 except for Note 24,          CHARTERED ACCOUNTANTS
which date is December 20, 2002

                                       84

<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2002
-------------------------------------------------------------------------------

Consolidated Balance Sheets
(Expressed in Australian Dollars)

<TABLE>
<CAPTION>
                                                                      30 JUNE            30 JUNE
                                                          NOTE          2002               2001
------------------------------------------------------   ------   ----------------   ----------------
<S>                                                      <C>      <C>                <C>
ASSETS                                                                   $                  $

CURRENT
   Cash                                                     5           691,632          1,098,711
   Receivables                                              6           794,201          1,417,174
   Inventory                                                7           165,827            249,485
                                                                  ----------------   ----------------
                                                                      1,651,660          2,765,370
                                                                  ----------------   ----------------
NON CURRENT
     Capital assets                                         8           163,499            436,087
     Goodwill                                               9                 -            549,697
     Other                                                 10             8,284             20,062
                                                                  ----------------   ----------------
                                                                        171,783          1,005,846
                                                                  ----------------   ----------------
TOTAL ASSETS                                                          1,823,443          3,771,216
                                                                  ----------------   ----------------

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

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT
   Accounts payable                                        11         2,141,855          2,280,020
   Loans payable                                           14           236,250                  -
   Deferred Revenue                                        12           100,455             89,456
                                                                  ----------------   ----------------
                                                                      2,478,560          2,369,476
                                                                  ----------------   ----------------
NON CURRENT
    Loans payable                                          14           456,513            657,866
    Employee entitlements payable                                       178,519            185,826
                                                                  ----------------   ----------------
                                                                        635,032            843,692
                                                                  ----------------   ----------------
TOTAL LIABILITIES                                                     3,113,592          3,213,168
                                                                  ----------------   ----------------

SHAREHOLDERS' (CAPITAL DEFICIT)/EQUITY
    Share Capital                                          15         1,368,415          1,135,621
    Reserves                                               16         6,326,641          4,452,224
    Accumulated Deficit                                              (8,985,205)        (5,029,797)
                                                                  ----------------   ----------------
                                                                     (1,290,149)           558,048
                                                                  ----------------   ----------------
                                                                  ----------------   ----------------
                                                                      1,823,443          3,771,216
                                                                  ----------------   ----------------
</TABLE>

The accompanying summary of significant accounting policies and notes form
an integral part of these financial statements.


Approved on behalf of the Board

/s/ N R BIRD                           /s/ K B LEVINE
------------------                     ------------------
    N R BIRD                               K B LEVINE

                                       85

<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2002
-------------------------------------------------------------------------------

Consolidated Statements of Income and Accumulated Deficit
(Expressed in Australian Dollars)

<TABLE>
<CAPTION>
                                                                      30 JUNE            30 JUNE
                                                          NOTE          2002               2001
------------------------------------------------------   ------   ----------------   ----------------
<S>                                                      <C>      <C>                <C>
                                                                         $                  $
SALES                                                                 5,785,705         12,243,381
LESS:
COST OF GOODS SOLD
         Opening inventory                                              249,485            498,252
         Purchases                                                    2,579,974          4,959,788
                                                                  ----------------   ----------------
                                                                      2,829,459          5,458,040
         Closing inventory                                             (165,827)          (249,485)
                                                                  ----------------   ----------------
                                                                      2,663,632          5,208,555

GROSS PROFIT                                                          3,122,073          7,034,826

EXPENSES                                                              6,325,886          6,934,746
                                                                  ----------------   ----------------
(LOSS)/PROFIT FROM OPERATIONS                              17        (3,203,813)           100,080

OTHER INCOME/(EXPENDITURE):
      Profit from Sale of Product Line                      3                 -          1,593,414
         Reorganisation costs                               4                 -            (40,942)
         Interest paid
                  - leases                                                    -               (158)
                  - loans                                               (84,940)          (107,444)
         Interest received                                               15,395             36,575
                                                                  ----------------   ----------------

(LOSS)/PROFIT FOR THE YEAR BEFORE TAX                                (3,273,358)         1,581,525

Income tax expense                                         18                 -                  -
                                                                  ----------------   ----------------

NET (LOSS)/PROFIT AFTER TAX BEFORE AMORTIZATION
OF GOODWILL AND NON CONTROLLING INTERESTS                            (3,273,358)         1,581,525

Goodwill Amortization                                                         -            (18,687)

Goodwill Impairment                                                    (682,050)                 -
                                                                  ----------------   ----------------

NET (LOSS)/PROFIT                                                    (3,955,408)         1,562,838

Accumulated deficit at the beginning of the year                     (5,029,797)        (6,592,635)
                                                                  ----------------   ----------------
ACCUMULATED DEFICIT AT THE END OF THE YEAR                           (8,985,205)        (5,029,797)
                                                                  ================   ================
Basic and fully diluted (loss)/earnings per share                         (0.19)              0.09

Weighted average number of shares on issue                           20,682,265         16,657,159
-------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements.

                                       86

<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2002
-------------------------------------------------------------------------------

Consolidated Statements of Cash Flows
(Expressed in Australian Dollars)

<TABLE>
<CAPTION>
                                                                      30 JUNE            30 JUNE
                                                                        2002               2001
---------------------------------------------------------------   ----------------   ----------------
<S>                                                               <C>                <C>
                                                                         $                  $
CASH USED BY:

OPERATING ACTIVITIES
Operations
         Net (loss)/profit for the year                              (3,955,408)         1,562,838
         Items not involving cash:
         Amortization                                                   325,859            248,119
         Goodwill Write Off                                             682,050                  -
         Gain on sale of Product Line                                                   (1,593,414)
                                                                  ----------------   ----------------
                                                                     (2,947,499)           217,543

         Increase/(decrease) from changes in:
              Accounts receivable                                       622,973          1,105,872
              Inventory                                                  83,658            248,767
              Accounts payable and deferred revenue                    (127,166)        (4,567,036)
              Employee entitlement payable                               (7,307)           (47,747)
              Income taxes                                                    -                  -
                                                                  ----------------   ----------------
                                                                        572,158         (3,260,144)

                                                                     (2,375,341)        (3,042,601)
INVESTING ACTIVITIES
         Corporate restructuring costs                                 (132,353)          (446,449)
         Investments in:
                  - Capital and Other assets                            (41,493)          (107,754)
                                                                  ----------------   ----------------
                                                                       (173,846)          (554,203)
FINANCING ACTIVITIES
         Loans raised/(repaid)                                           34,897           (304,826)
         Lease liabilities repaid                                             -            (33,171)
         Share Capital                                                2,107,211                  -
         Proceeds on sale of Product Line                                     -          1,856,086
                                                                  ----------------   ----------------
                                                                      2,142,108          1,518,089

DECREASE IN CASH                                                       (407,079)        (2,078,715)
Cash at beginning of year                                             1,098,711          3,177,426
                                                                  ----------------   ----------------
CASH AT END OF YEAR                                                     691,632          1,098,711
                                                                  ================   ================
Supplementary Information
    Interest received                                                    15,395             36,575
    Interest paid                                                       (84,940)          (107,602)

Non-cash transactions excluded from the
company's investing activities:

Acquisition of subsidiary for shares                                          -            121,935

</TABLE>

The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements.

                                       87

<PAGE>

Notes on the Financial Statements
--------------------------------------------------------------------------------

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION

Trade Wind Communications Limited (TWC),("the Company") was incorporated in
Bermuda on 30 October 1996. The Company was an inactive holding company prior to
the completion of the acquisition of Trade Wind Group Pty Ltd (the Group), as
described in Note 2. The Company's principal activity comprises the manufacture
and sale of telecommunication equipment and the provision of communication
services.

Trade Wind Group was incorporated in Australia on 6 September 1988.  Its
principal activity comprises the manufacture and sale of telecommunication
equipment and the provision of communication services.

On May 25, 2001 the Supreme Court of Bermuda issued its final approval of the
exchange proposal between Flexemessaging.com, Inc. ("FLXM") and the Company
whereby FLXM has become a wholly owned subsidiary of the Company. The
shareholders of both FLXM and the Company previously approved the exchange with
the last condition to consummating the transaction being the final approval by
the Supreme Court of Bermuda and registration with the Bermudan Registry of
Companies.

As a result of this transaction, shareholders of FLXM exchanged their shares
for 1.754880714 shares in the Company's Common Stock.

As a result of the transmittal of FLXM shareholders to the Company, the Company
merged FLXM into a newly formed Bermudan subsidiary of Trade Wind Communications
Limited, Flexe Acquisition Ltd.  Flexe Acquisition Ltd, is the surviving company
and succeeds to all the business, properties, assets and liabilities of FLXM.
FLXM has been dissolved in Idaho. The Company  issued 2,456,832 shares at C$0.30
to shareholders in FLXM to effect this transaction.

These financial statements are stated in Australian dollars and have been
prepared in accordance with generally accepted accounting principles in Canada
applicable to a going concern.

These financial statements present comparative figures for the Group for the
years ended 30 June 2002 and 30 June 2001.


B. ABILITY TO CONTINUE AS A GOING CONCERN

While the consolidated financial statements have been prepared on the basis of
accounting principles applicable to a going concern, the occurrence of
significant losses in the current year and the deterioration in the Company's
working capital raises substantial doubt about the validity of the assumption.
If the going concern assumption were not appropriate for these consolidated
financial statements, then adjustments would be necessary to the carrying value
of assets and liabilities, the reported net loss and the balance sheet
classifications used.

The Company's continued existence as a going concern is dependant upon its
ability to continue to obtain adequate financing arrangements and to achieve
profitable operations.

     The company is seeking to obtain sufficient equity or debt financing to
fund working capital as well as a sales and marketing business plan. The sales
and marketing plan includes a major marketing and promotional campaign as well
as provisions for an increase in sales resources to be able to gain a
significant market share in the emerging markets of electronic messaging,
specifically with electronic delivery of essential mail and electronic bill
presentment opportunities. The Company will also use the funds to develop global
licensing and partnership opportunities.

     In addition, the company has existing warrants that it can call upon should
the funding requirements not be met. The company is confident however that such
funding requirements will be met as a result of its past successful complete
private placements despite very difficult local and global economic conditions.

                                       88

<PAGE>

Notes on the Financial Statements
-------------------------------------------------------------------------------

C. PRINCIPLES OF CONSOLIDATION

The consolidated accounts comprise the accounts of Trade Wind Communications
Limited and all of its controlled entities. A controlled entity is any entity
controlled by Trade Wind Communications Limited. Control exists where Trade Wind
Communications Limited, and previously, Trade Wind Group Pty Ltd has the
capacity to dominate the decision making in relation to the financial and
operating policies of another entity so that the other entity operates with
Trade Wind Communications Limited to achieve the objectives of Trade Wind Group
Communications Limited.


D. GOODWILL

Goodwill is recorded initially at the amount by which the purchase price for a
business or for ownership interest in a controlled entity exceeds the fair value
attributed to its net tangible assets at date of acquisition. Goodwill is
amortized on a straight-line basis over a period of 3 years. The balances are
reviewed annually for impairment and any balance representing future benefits,
the realization of which is considered to be no longer probable, is written off.


E. INVENTORIES

Inventories are measured at the lower of cost and net realizable value. Costs
are assigned on a first-in first-out basis and include direct materials, direct
labor and an appropriate proportion of variable and fixed overhead expenses.


F. INCOME TAX

The Company follows the liability method in accounting for income taxes, which
requires the Company to recognize future tax liabilities and assets for the
expected future tax consequences of events that have been recognized in the
Company's financial statements or tax returns. Under this method, future tax
liabilities and assets are determined based on the temporary differences between
the financial statement carrying amounts and tax bases of assets and liabilities
using enacted tax rates in effect in the years in which the differences are
expected to reverse.


G. CAPITAL ASSETS

Capital assets are recorded at cost. Amortization is provided on owned plant and
equipment at rates between 4% and 36% using either the straight line or
diminishing balance method. Leased assets are amortized over the term of the
lease. Trademarks and customer lists are amortized on a straight-line basis over
4-5 years.


H. RESEARCH AND DEVELOPMENT

Research and Development expenditures are expensed as incurred unless
recoverability of these costs is assured beyond reasonable doubt, in which case
development expenditure is deferred and amortized on a straight-line basis over
the period in which the related benefits are expected to be realized.


I. EMPLOYEE BENEFITS

Provision is made in respect of the Group's liability for annual leave and long
service leave at the balance sheet date. Long service leave is accrued in
respect of all employees. Contributions are made by the group to an employee
superannuation fund and are charged as expenses when incurred. The economic
entity has no other legal obligation to provide benefits to employees on
retirement.


J. REVENUE RECOGNITION

Sales revenue on contracts is recognized on a percentage of completion basis but
finalization, at which point all associated costs are billed, is subject to
acceptance of the operational capability and confirmation of installation by
the customer. Until such time, accumulated costs (after progress billings) are
held in Work in progress (refer Note 7).

                                       89

<PAGE>

Notes on the Financial Statements
-------------------------------------------------------------------------------

K. FOREIGN CURRENCY TRANSACTIONS AND BALANCES

Foreign currency transactions during the period are converted to Australian
currency at the rates of exchange applicable at the dates of transactions.
Amounts receivable and payable in foreign currencies at balance date are
converted at the rates of exchange ruling at that date.

The gains and losses from conversion of assets and liabilities, whether realized
or unrealized, are included in operating profit before income tax as they arise.

The Australian and Canadian dollar exchange rates at the balance sheet date and
the average exchange rates for each period under review were as follows ($1
Australian =):

         30 June 2002                                           0.855
         1 July 2001 - 30 June 2002         0.811
         30 June 2001                                           0.773
         1 July 2000 - 30 June 2001         0.830


L. FINANCIAL INSTRUMENTS

The Company's and the Group's financial instruments consist of cash,
receivables, accounts payable, loans payable and employee entitlements payable.
Unless otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks arising from these
financial instruments. The fair values of these financial instruments
approximate their carrying values, unless otherwise noted.


M. USE OF ESTIMATES

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures 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 materially differ from these estimates. The assets that
required management to make significant estimates and assumptions in determining
carrying values include plant and equipment and all other non-current assets.


N. STOCK BASED COMPENSATION

No compensation expense is recognized for stock options or warrants granted to
employees, directors and consultants. Any consideration received on the exercise
of stock options and warrants or the purchase of stock is credited to share
capital.


O. EARNINGS/(LOSS) PER SHARE

Earnings/(loss) per share is computed by dividing net profit / (loss) by the
weighted average number of common shares outstanding. The weighted average
number of common shares outstanding during the year reflects the amount of time
specific shares were outstanding during the year.


P. RECLASSIFICATION OF FINANCIAL STATEMENTS

Certain reclassifications have been made to the financial statements for the
year ended June 30, 2001 in order to conform to presentation of the financial
statements for the year ended June 30, 2002.

                                       90

<PAGE>

Notes on the Financial Statements
-------------------------------------------------------------------------------

NOTE 2: ACQUISITION OF GROUP

On 16 June 1998 Trade Wind Communications Limited entered into a business
combination agreement with Flexemessaging.com Inc. (previously Siler Ventures
Inc.) and Atlantic International Capital Holdings Ltd. ("Atlantic") to complete
a reverse takeover of Flexemessaging.com Inc and a financing of US$3,660,000.
This transaction was completed on 26 March 1999, and has been accounted for as a
reverse take-over.

In summary, Flexemessaging.com Inc acquired the operating assets of TWC in
exchange for 8,800,000 shares of Flexemessaging.com Inc's common stock. The
financial position of Siler Ventures Inc. as at 26 March 1999 is summarised as
follows:

                                                             $
----------------------------------------------------------------------------
         Tangible Assets                                     -
         Liabilities                                         -

On May 25, 2001 the Supreme Court of Bermuda issued its final approval of the
exchange proposal between Flexemessaging.com, Inc. ("FLXM") and the Company
whereby FLXM has become a wholly owned subsidiary of the Company. The
shareholders of both FLXM and the Company previously approved the exchange with
the last condition to consummating the transaction being the final approval by
the Supreme Court of Bermuda and registration with the Bermudan Registry of
Companies being satisfied on 18 October 2001.

The Company merged FLXM into a newly formed Bermudan subsidiary of Trade Wind
Communications Limited, Flexe Acquisition Ltd. Flexe Acquisition Ltd, is the
surviving company and succeeds to all the business, properties, assets and
liabilities of FLXM. FLXM has been dissolved in Idaho. The Company issued
2,456,832 shares at C$0.30 to shareholders in FLXM to effect this transaction.


NOTE 3:  SALE OF PRODUCT LINE

With effect from March 9, 2001, the Company has sold and transferred the ongoing
sales and support within the Voice and Data Division, of IPC financial trading
systems (voice dealing room turrets) and the support of financial market
customers currently using the VBand Viax Systems to IPC Australia Pty Limited.
The sale consisted of the Company giving up it's right to the distribution of
the product in the financial markets area, transferring staff related to the
product market with their entitlements, the sale of stock on hand and the
assignment of service/maintenance agreements of customers in relation to the
same market area. The Company will continue to sell the product in the emergency
services and public safety markets.


NOTE 4:  REORGANISATION COSTS

Management undertook a plan of reorganisation in order to align the Flemessaging
Division with the future strategic direction of the Company.

In connection with this plan the Company signed an exclusive agreement on
December 2, 1999, with Premiere Information Systems Pty Ltd ("Premiere"), a
subsidiary of Premiere Technologies Inc., a communications company based in
Atlanta, Georgia whereby the Company has outsourced the delivery of its fax
traffic to the Premiere network. This agreement provides for Premiere to
transmit all fax broadcast traffic for the Company for a period of 12 to 24
months subject to certain service and pricing criteria. This contract has been
automatically extended with effect from December 2001. The customer bases in the
UK, Canada, the USA, Switzerland and Singapore (representing the discontinued
and/or outsourced service) will now be serviced by Premiere with the Company
receiving a commission on revenues generated over the next 24 months following
the execution of the agreement.

                                       91
<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------
                                           30 JUNE              30 JUNE
                                             2002                 2001
-------------------------------------------------------------------------------
                                             $                    $

Flexemessaging still provides enhanced fax and email broadcast services to there
existing customers. The Company is still billing the remaining customers that
have not been affected and the manner in which they transact with the Company is
unaltered.

As a result, with effect from December 1, 1999 all expenses in respect of
network operations (leased network backbone circuit expenses, facilities
management, software and hardware expenses and maintenance, network staff
resources) was discontinued.

As at 30 December 2000, an amount of $40,942 remained outstanding from the UK
customer base. The closure of the UK office as a result of the outsourcing of
the delivery network to Premiere made it difficult to recover some of the debts
and as a result the balance outstanding was written off. Reorganisation costs
have been charged to the Consolidated Statement of Income and Accumulated
Deficit as follows:
                                             $                    $
Fax delivery network closure                         -                40,942
                                            ------------          --------------
                                                     -                40,942
                                            ------------          --------------


NOTE 5:  CASH

Cash at bank and on deposit                    689,782              1,096,411
Cash on hand                                     1,850                  2,300
                                         ---------------        ---------------
                                               691,632              1,098,711
                                         ---------------        ---------------


NOTE 6:  RECEIVABLES

Trade debtors                                  730,351              1,088,931
Other debtors                                   63,850                328,243
                                         ---------------        ---------------
                                               794,201              1,417,174
                                         ---------------        ---------------

In September 1997, the company arranged a working capital-based facility with
Scottish Pacific Business Finance Limited (SPBF) in respect of the Australian
domiciled customers of FlexiFax Global Services. This has been collateralized by
a charge over the assets of Trade Wind Marketing Pty Ltd as well as guarantees
by Trade Wind Group Pty Ltd and its subsidiaries.


NOTE 7:  INVENTORY

Finished goods                                 165,827                235,485
Work in progress                                     -                 14,000
                                         ---------------        ---------------
                                               165,827                249,485
                                         ---------------        ---------------


NOTE 8:  CAPITAL ASSETS

         Plant and Equipment - at cost        1916,311              2,135,707
         Less accumulated amortization      (1,752,812)            (1,699,620)
                                         ---------------        ---------------
                                               163,499                436,087
                                         ---------------        ---------------

                                       92

<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------
                                            30 JUNE                30 JUNE
                                              2002                   2001
-------------------------------------------------------- ------ ---------------
                                               $                      $
NOTE 9:  GOODWILL

Goodwill                                             -                741,652
Less accumulated amortization                        -               (191,955)
                                         ---------------        ---------------
                                                     -                549,697
                                         ===============        ===============

On May 25, 2001 the Supreme Court of Bermuda issued its final approval of the
exchange proposal between Flexmessaging.com, Inc. ("FLXM") and the Company
whereby FLXM has become a wholly owned subsidiary of the Company. The
shareholders of both FLXM and the Company previously approved the exchange with
the last condition to consummating the transaction being the final approval by
the Supreme Court of Bermuda and registration with the Bermudan Registry of
Companies, which was granted on October 18, 2001. (See Note 2).

Goodwill arising from this transaction amounted to $682,050 and has been
calculated as follows:

Current Assets                                                      1,033,242
Fixed Assets                                                           96,933
Liabilities assumed                                                (1,252,110)
                                                                ---------------

Pro-rata share of fair value of net liabilities acquired              121,935

Opening Balance                                549,697                      -
Costs incurred on exchange proposal            132,353                446,449
                                         ---------------        ---------------
Goodwill                                       682,050                568,384
Accumulated amortization                             -                (18,687)
                                         ---------------        ---------------
                                               682,050                549,697
Goodwill impairment                           (682,050)                     -
                                         ---------------        ---------------
                                                     -                549,697
                                         ---------------        ---------------

The Company has performed an impairment test of its goodwill and determined that
goodwill has been impaired in the amount of $682,050. The goodwill impairment
for the year ended June 30, 2002 has been reflected in the Consolidated
Statement of Income and Accumulated Deficit.


NOTE 10: OTHER NON CURRENT ASSETS

Trademarks, customer lists                    48,480                 48,480
Less accumulated amortization                (40,196)               (28,418)
                                         ---------------        ---------------
                                               8,284                 20,062
                                         ===============        ===============


NOTE 11: ACCOUNTS PAYABLE

Trade creditors - general                    1,456,806              1,604,460
Sundry creditors and accruals                  482,620                485,869
Employee entitlements                          202,429                189,691
                                         ---------------        ---------------
                                             2,141,855              2,280,020
                                         ===============        ===============

                                       93

<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------
                                            30 JUNE                30 JUNE
                                              2002                   2001
-------------------------------------------------------- ------ ---------------
                                               $                      $

NOTE 12: DEFERRED REVENUE

Deferred revenue comprises customer deposits and unearned maintenance revenue.
Customer deposits represent revenue received in advance of completion of the
project. The revenue is recognised on a percentage of completion basis, however
finalisation is subject to acceptance of the operating capability and
confirmation of installation by the customer.

Unearned maintenance revenue represents revenue received in advance of the
period covered by the maintenance agreement. The revenue is recognised evenly
over the period covered by the maintenance agreement.


NOTE 13: LEASE LIABILITIES

         Operating Lease Commitments

Non-cancelable operating leases contracted
for but not capitalized in the accounts

Payable
    - not later than one year                            215,278      283,089
    - later than 1 year but not later than 2 years       323,075       29,202
    - later than 2 years but not later than 3 years      278,721       10,014
    - later than 3 years but not later than 4 years      258,801            -
    - later than 4 years but not later than 5 years      259,410            -
                                                       ---------      -------
                                                       1,335,285      322,305
                                                       =========      =======


NOTE 14. LOANS PAYABLE

Current:

Skyglen                                                  129,548            -
C & J Walton                                             106,702            -
                                                        --------      -------
                                                         236,250            -
                                                        --------      -------
Non-current:

Skyglen                                                   92,034      221,582
C & J Walton                                              76,380      182,918
Other non related parties                                288,099      253,366
                                                        --------      -------
                                                         456,513      657,866
                                                        --------      -------

This includes loans advanced to the Company by Arthur Christopher Walton (former
director) and Jennifer Walton and Skyglen Pty Ltd (of which Nick Bird is a
shareholder and director) ITF the Bird Family Trust (mortgagees) in the amount
of $183,082 and $221,582 respectively. The loans are repayable on dates and in a
manner stipulated by the mortagees or on demand if no date or manner prescribed.
At the date of this report no manner has been prescribed by the mortgagees.
Interest is set at the Australian Bank Overdraft Rate and varies according to
fluctuations thereon. The indicative annual interest rate at 30 June 2002 was
8.25%. The mortgagees have entered into an agreement with the Company whereby
they have a registered charge over Trade Wind Group Pty Ltd in the event that
the Company is unable to settle the outstanding liabilities. In addition they
receive a 0.5% premium over the underlying interest rate charged and were paid
establishment fees of $2,500 and $3,475 respectively. The loans from other non
related parties are unsecured with no fixed terms of repayment and do not
attract interest.

                                       94

<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------

NOTE 15: SHARE CAPITAL

<TABLE>
<CAPTION>
                                                30 JUNE            30 JUNE           30 JUNE          30 JUNE
                                                  2002              2001               2002             2001
                                               NUMBER OF          NUMBER OF             $                $
                                                 SHARES            SHARES
                                             ---------------    --------------     -------------    -------------
<S>                                          <C>                <C>                <C>              <C>
(Expressed in Australian Dollars
except for the number of shares)
Authorized:

5,000,000,000 Common shares with
a par value of US$0.01

Issued:
Balance, beginning of year                       18,499,783        16,042,951         1,135,621        1,085,533
Shares issued under private placement            12,693,203                             232,794
                                                                            -                                  -
Shares issued under exchange proposal                     -
                                                                    2,456,832                 -           50,088
                                             ---------------    --------------     -------------    -------------
Balance, end of year                             31,192,986        18,499,783         1,368,415        1,135,621
                                             ===============    ==============     =============    =============
</TABLE>


  -------------- ----------------- --------------- ----------------- ----------
                                   Issue Price
  Shares placed  Issue date        per share       Warrants issued      Note
  -------------- ----------------- --------------- ----------------- ----------
   2,066,667      Dec 21, 2001      C$0.12           2,066,667            (i)
  -------------- ----------------- --------------- ----------------- ----------
   2,311,750      Mar 04, 2002      C$0.12           1,845,697           (ii)
  -------------- ----------------- --------------- ----------------- ----------
   1,769,785      Apr 25, 2002      C$0.14                   -
  -------------- ----------------- --------------- ----------------- ----------
   1,228,013      Jun 20, 2002      C$0.16                   -
  -------------- ----------------- --------------- ----------------- ----------
   2,450,738      Sep 3, 2002       C$0.16                   -
                 (see Note 23)
  -------------- ----------------- --------------- ----------------- ----------
   2,866,250      Oct 4, 2002       C$0.16          1,769,785           (iii)
                 (see Note 23)
  -------------- ----------------- --------------- ----------------- ----------
  12,693,203                                        5,682,149
  ============== ----------------- --------------- ================= ==========

Note (i) Warrants vest in part every three months after November 23, 2001 in
four equal instalments with the first instalment exercisable at C$0.20, the
second at C$0.30, the third at C$0.40 and the fourth at C$0.50. Warrants expire
on November 23, 2003.

Note (ii) Warrants vest in part every three months after February 28, 2002 in
four equal instalments with the first instalment exercisable at C$0.20, the
second at C$0.30, the third at C$0.40 and the fourth at C$0.50. Warrants expire
on February 28, 2004.

Note (iii) Warrants are exercisable at C$0.20 and vest immediately from the date
of issue. Warrants expire 2 years from the date of issue.

                                       95

<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------
                                            30 JUNE                30 JUNE
                                              2002                   2001
-------------------------------------------------------- ------ ---------------
                                               $                      $

On May 25, 2001 the Supreme Court of Bermuda issued its final approval of the
exchange proposal between Flexemessaging.com, Inc. ("FLXM") and the Company
whereby FLXM has become a wholly owned subsidiary of the Company. The
shareholders of both FLXM and the Company previously approved the exchange with
the last condition to consummating the transaction being the final approval by
the Supreme Court of Bermuda, which was granted on October 18, 2001. The
exchange agreement provided that the Company exchange 1.754880714 shares of its
common stock for each outstanding share of FLXM's common stock as of the record
date of October 5, 2000. The Company issued 2,456,832 shares to shareholders in
FLXM to effect this transaction.


POOLED SECURITIES

POOLED SHARES

   a)   Pursuant to a voluntary pooling agreement, certain shareholders
        delivered to Pacific Corporate Trust Company, a total of nil (2001:
        1,650,000) common shares to be held in a pool. These pooled shares were
        released on May 12, 2002.


NOTE 16: RESERVES

SHARE PREMIUM ACCOUNT

Balance, beginning of year                     4,452,224          4,380,377
Shares issued under exchange proposal                  -             71,847
Shares issued under private placement          1,948,362
Less: Cost of capital                            (73,945)                 -
                                           ---------------    -----------------
Balance, end of year                            6,326,641         4,452,224
                                           ===============    =================


NOTE 17: LOSS/(PROFIT) FROM OPERATIONS

Profit from operations before income
tax has been determined after charging:

Amortization
         - owned assets                          314,081            162,488
         - leased assets                               -             55,167
         - trademarks, customer lists             11,778             11,777
Bad debts                                        162,627             68,010
                                           --------------     ----------------

                                       96

<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------
                                            30 JUNE                30 JUNE
                                              2002                   2001
-------------------------------------------------------- ------ ---------------
                                               $                      $

NOTE 18: INCOME TAX EXPENSE

The tax effects of temporary differences that give rise to the Company's
future tax assets are as follows:

Tax loss carry forwards                    3,975,576            3,085,057
Deferred costs                               202,473              128,585
Valuation allowance                       (4,178,049)          (3,213,642)
                                     -----------------      ---------------
                                                   -                    -
                                     =================      ===============

The provision for income taxes differs from the amount estimated using the
Australian statutory income tax rates as follows:

(Benefit)/Provision at
   statutory rate of 30% (2001: 34%)      (1,186,622)             531,365

Permanent differences
   and other                                 222,215              442,874

Increase/(decrease) in
   valuation allowance                       964,407             (974,239)
                                     -----------------      ---------------
                                                   -                    -
                                     =================      ===============

The Company evaluates its valuation allowance requirements based on projected
future operations. When circumstances change and this causes a change in
management's judgement about the recoverability of deferred tax assets, the
impact of the change on the valuation allowance is reflected in current income.

Estimated tax losses available to the group to be carried forward to future
years amount to $13,251,920 (2001: $10,283,523). No benefit (if any) of these
losses has been recorded in these financial statements. These losses are not
subject to an expiry date, however, the benefits of these losses will only be
obtained if:

(a)      the group derives future assessable income of a nature and of an
         amount sufficient to enable the benefit from the deduction for the
         loss to be realised;

(b)      the group continues to comply with the conditions for deductibility
         imposed by law; and

(c)      no changes in tax legislation adversely affect the group in realizing
         the benefit from the deduction for the loss.


NOTE 19: DIRECTOR'S EMPLOYMENT CONTRACTS

The Company entered into an employment agreement with Nicholas Rowland Bird on
March 11, 1999 requiring minimum annual payment of $228,000. The initial term of
the employment agreement will be for five years and will continue in force
thereafter until terminated by either party on two months notice. Either party
may terminate the employment agreement after the expiration of three years
provided six month's written notice is given. The Company may terminate the
employment agreement at any time upon the occurrence of certain stated events.
If the Company wishes to terminate the employment agreement without giving the
required notice, the company is required to pay the affected Executive Officer
an amount for the balance of the term or the equivalent of the annual salary
package for the preceding 18 month period of the Term, whichever is greater.

                                       97

<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------
                                            30 JUNE                30 JUNE
                                              2002                   2001
-------------------------------------------------------- ------ ---------------
                                               $                      $

NOTE 20: OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES

Stock Options

Pursuant to the policies of the TSX Venture Exchange ("TSXV"), the Company may
grant incentive stock options to its officers, directors and employees. TSXV
policies permit the Company's directors to grant incentive stock options for the
purchase of shares of the Company to persons in consideration for services.
Stock options must be non-transferable and the aggregate number of shares that
may be reserved for issuance pursuant to stock options may not exceed 20% of the
issued shares of the Company at the time of granting. The exercise price of
stock options is determined by the Board of Directors of the Company at the time
of the grant and may not be less than the discounted market price and may not
otherwise be less than C$0.10 per share. Options have a maximum term of five
years and terminate 90 days following the termination of the optionee's
employment, except in the case of retirement, death or disability, in which case
they terminate one year after the event. Vesting of options is made at the time
of granting of the options at the discretion of the Board of Directors.

A summary of stock options activities for the periods presented is as follows:

                                         Number             Exercise Price

Outstanding at June 30 1999            1,355,321            C$0.625-C$1.25
Granted                                 332,800             C$0.625-C$1.25
Cancelled                              (227,000)
                                     ---------------
Outstanding at June 30 2000            1,461,121
Granted                                1,819,652                C$0.30
Cancelled                              (272,000)
                                     ---------------
Outstanding at June 30, 2001           3,008,773
Granted                                 750,000                 C$0.30
Cancelled                              (518,287)
                                     ---------------
Outstanding at June 30, 2002           3,240,486
                                     ===============

On December 19, 2001, the exercise price of all outstanding options was amended
to C$0.30, approved by shareholders at the annual general meeting.

As at June 30, 2002 the following share options were outstanding:

No of Options     Date of Issue         Exercise Price       Date of Expiry
595,534 *         August 12, 1997       C$ 0.30              August 12, 2002
21,500 *          May 20, 1998          C$ 0.30              May 20, 2003
36,000 *          September 1, 1998     C$ 0.30              September 1, 2003
146,800 *         February 22, 2000     C$ 0.30              February 22, 2005
100,000 *         April 6, 2000         C$ 0.30              April 6, 2005
1,595,652 *       Feb 5, 2001           C$ 0.30              Feb 5, 2006
745,000 **        March 18, 2002        C$ 0.30              March 18, 2007
-----------------
3,240,486
=================

     *   Fully vested

     ** 25% vesting immediately, 25% vesting in six months from date of issue,
     25% vesting in twelve months from date of issue, 25% vesting in eighteen
     months from date of issue.

                                       98

<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------

NOTE 21: RELATED PARTY TRANSACTIONS

Included in expenses in the consolidated statements of income and accumulated
deficit is an amount of $93,555 (2001: $ nil) for the reimbursement of expenses
incurred in connection with consulting services provided by a non-executive
director.

Included in interest paid in the consolidated statements of income and
accumulated deficit is an amount of $15,996 (2001: $ 26,630) paid to Skyglen Pty
Ltd (of which Nick Bird is a shareholder and director) ITF the Bird Family Trust
in connection with the loan payable (see note 14).


NOTE 22: SEGMENTED FINANCIAL INFORMATION

The Company operates two business divisions, Voice and Data Systems and
Flexemessaging. Voice and Data Systems is a specialist supplier and integrator
of voice communications systems and decision support applications for dealing
rooms, emergency services dispatch and similar operations. Flexemessaging
operates an enhanced fax broadcast system. It is not considered necessary to
show geographic segmented financial information as on a materiality basis, all
income has been generated from Australia. Segmented financial information for
these two divisions follows:

                                       99
<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

FOR THE YEAR ENDING 30 JUNE 2002

                                              VOICE AND DATA   FLEXEMESSAGING     HEAD OFFICE       CONSOLIDATED
                                                    $               $                 $                     $
                                              --------------- ----------------- ----------------- ------------------
<S>                                           <C>             <C>               <C>               <C>
Revenue from external customers                  2,120,944       3,664,761             -                 5,785,705

Amortization                                        29,899          30,182           265,778               325,859
                                              --------------- ----------------- ----------------- ------------------
Segment operating loss                          (1,188,249)       (739,871)       (1,275,693)           (3,203,813)

Interest expense                                    (1,101)        (48,165)          (35,674)              (84,940)
Interest revenue                                         9               -            15,386                15,395
Goodwill writedown                                       -        (682,050)                -              (682,050)
                                              --------------- ----------------- ----------------- ------------------
Net loss before tax                             (1,189,341)     (1,470,086)       (1,295,981)           (3,955,408)

Taxation                                                 -               -                 -                     -
                                              --------------- ----------------- ----------------- ------------------
Net loss after tax                              (1,189,341)       (788,036)       (1,978,031)           (3,955,408)
                                              --------------- ----------------- ----------------- ------------------

Capital Asset additions                              7,489          14,325            19,679                41,493
Identifiable assets                                639,631         530,445           653,367             1,823,443


FOR YEAR ENDING 30 JUNE 2001

Revenue from external customers                  7,312,179       4,931,202                 -            12,243,381

Amortization                                        70,296          12,950           164,873               248,119
                                              --------------- ----------------- ----------------- ------------------
Segment operating profit/(loss)                    818,572         205,011          (923,503)              100,080

Interest expense                                    (1,058)        (53,067)          (53,477)             (107,602)
Interest revenue                                        77              64            36,434                36,575
Reorganisation Costs                                     -         (40,942)                -               (40,942)
Sale of Division                                 1,593,414                                               1,593,414
                                              --------------- ----------------- ----------------- ------------------
Net profit/(loss) before tax                     2,411,005         111,066          (959,233)            1,562,838

Taxation                                                 -               -                 -                     -
                                              --------------- ----------------- ----------------- ------------------
Net profit/(loss) after tax                      2,411,005         111,066          (959,233)            1,562,838
                                              --------------- ----------------- ----------------- ------------------

Capital Asset additions                             32,866          37,422            37,466               107,754
Identifiable assets                              1,517,415         920,167         1,333,634             3,771,216

</TABLE>


NOTE 23: EVENTS SUBSEQUENT TO BALANCE SHEET DATE

After year end subscriptions for placement of funds in the amount of $281,379
were received. On September 3, 2002 2,556,375 shares were issued to the
placees.  On October 4, 2002 3,200,000 shares were issued to the placees. On
October 4, 2002 1,087,500 shares were issued to the placees. All funds
outstanding as at June 30, 2002 in respect of these placements have been
received subsequent to year end. The Company has agreed to enter into a deed
and is in the process of finalising legal documentation for the repayment of
the loan to Arthur Christopher Walton. The terms of repayment have been
agreed at twelve monthly instalments of $16,581 commencing on December 1,
2002. These monthly payments incur interest at the fixed rate of 8.75% pa.

The Company appointed Dr Mal Hemmerling as Chief Executive Officer with effect
from September 1, 2002 for a three year term. As part of his employment
contract, Dr Hemmerling will receive 2 million options vesting over a one, two
and three year period. 750,000 of these options are issued subject to
performance criteria being satisfied.

                                       100

<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------

NOTE 24: RECONCILIATION OF CERTAIN DIFFERENCES BETWEEN US AND CANADIAN GAAP

The Consolidated Financial Statements have been prepared in accordance with
accounting principles generally accepted in Canada ("Canadian GAAP"), which, in
the case of the Company, conform, in all material respects with those of the
United States ("US GAAP") and with the requirements of the Securities and
Exchange Commission ("SEC"), except as follows:


a) Under Canadian GAAP, goodwill impairment is not disclosed as part of
(Loss)/profit from operations but rather as a separate line item after Net
(loss)/profit after tax before amortization of goodwill and non controlling
interests. Under US GAAP, goodwill impairment is disclosed as part of
(Loss)/profit from operations. This has no effect of the net loss for the year
ended June 30, 2002.


b) Under Canadian GAAP, the difference between the purchase price and quoted
market price on the issue of shares to insiders is not treated as an expense.
Under US GAAP, an expense must be recorded where there is a share issue to
insiders when the quoted market price exceeds the issue price of the shares. The
effect on the above would be to increase the net loss for the year ended June
30, 2002 by $118,914.


c) The impact of the above-noted differences on the Statement of Operations is
as follows:

<TABLE>
<CAPTION>
                                                           JUNE 30, 2002     JUNE 30, 2001
------------------------------------------------------ ------------------ -----------------
<S>                                                    <C>                <C>
Net (Loss)/profit per Canadian GAAP                      (3,955,408)         1,562,838
------------------------------------------------------ ------------------ -----------------
Adjustment of goodwill impairment (a)                             -                  -
------------------------------------------------------ ------------------ -----------------
Expense on issue of shares to insiders (b)                 (118,914)                 -
------------------------------------------------------ ------------------ -----------------
Net (loss)/profit per US GAAP                            (4,074,322)         1,562,838
------------------------------------------------------ ------------------ -----------------
(Loss)/Earnings per share in accordance with US GAAP          (0.20)              0.09
------------------------------------------------------ ------------------ -----------------
</TABLE>

The impact of the above-noted differences on total shareholders'(deficit)/equity
is as follows:

<TABLE>
<CAPTION>

                                                       JUNE 30, 2002    JUNE 30, 2001
-------------------------------------------------- ------------------ ----------------
<S>                                                <C>                <C>
Shareholders' (deficit)/equity per Canadian GAAP     (1,290,149)          558,048
-------------------------------------------------- ------------------ ----------------
                                                              -                 -
-------------------------------------------------- ------------------ ----------------
Shareholders' (deficit)/equity per US GAAP           (1,290,149)          558,048
-------------------------------------------------- ------------------ ----------------
</TABLE>


d) The Company applies Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for its stock options issued to employees. Under APB No. 25, when the
exercise price of employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.
During the year ended June 30, 2002 the Company repriced options previously
granted to employees and as such, such options will be accounted for under the
variable accounting method until exercised, forfeited or expired. Under this
method, the options will be marked to market each period with compensation cost
reflected for the excess of quoted market price over exercise price.


e) In July 2001 the Financial Accounting Standards Board issued SFAS 141,
"Business Combinations" and SFAS 142, "Goodwill and Other Intangible Assets".
SFAS 141 prohibits the pooling-of-interests method of accounting for business
combinations and requires the purchase method of accounting for all business
combinations initiated after June 30, 2001. It prescribes the initial
recognition and measurement of goodwill and other intangible assets, accounting
for negative goodwill and the required disclosures in respect of business
combinations. SFAS 142 is effective for fiscal years beginning after December
15, 2001 and requires that goodwill will no longer be amortized over its
estimated useful life. The Company believes that its accounting treatment is in
substantial compliance with SFAS 142 and that adoption of its provisions would
not have a material effect on its results of operations or financial position.


f) In July 2001, the Financial Accounting Standards Board issued SFAS No.143,
"Accounting for Obligations Associated with the Retirement of Long-Lived
Assets". The standard provides the accounting requirements for retirement
obligations associated with tangible long-lived assets. The standard requires
that the obligation associated with the retirement of the tangible long-lived
assets be capitalized into the asset cost at the time of initial recognition.
The liability is then discounted to its fair value at the time of recognition
using the guidance provided by the standard. SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002. Based on its current and planned
future activities relative to Long-Lived Assets, the Company believes that the
adoption of this Issue will not have a material effect on its results of
operations or financial position.

                                       101

<PAGE>

Notes on the Financial Statements
(Expressed in Australian Dollars)
-------------------------------------------------------------------------------

g) In October 2001, the Financial Accounting Standards Board issued SFAS No.144,
"Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS 144
supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" and the accounting and reporting provisions
of APB Opinion No. 30, "Reporting the Results of Operations -- Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions". SFAS 144 applies to all
long-lived assets, including discontinued operations. The standard develops one
accounting model for long-lived assets that are to be disposed of by sale, and
addresses the principal implementation issues. SFAS 144 requires that long-lived
assets that are to be sold be valued at the lower of book value or fair value
less costs incurred to sell such assets. SFAS 144 is effective for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal years,
with early application encouraged. Based on its current and planned future
activities relative to Long-Lived Assets, the Company believes that the adoption
of this Issue will not have a material effect on its results of operations or
financial position.


h) In November 2001, the Financial Accounting Standards Board Emerging Issues
Task-Force (EITF) reached a consensus on EITF Issue 01-09, "Accounting for
Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's
Products," which is a codification of EITF 00-14, 00-22 and 00-25. EITF Issue
01-09 presumes consideration from a vendor to a customer or reseller of the
vendor's products to be a reduction of the selling prices of the vendor's
products and, therefore, should be characterized as a reduction of revenue when
recognized in the vendor's income statement and could lead to negative revenue
under certain circumstances. Revenue reduction is required unless the
consideration relates to a separate identifiable benefit and the benefit's fair
value can be established. The Company believes that the adoption of this Issue
will not have a material effect on its results of operations or financial
position.


i) In April 2002, the Financial Accounting Standards Board issued SFAS 145,
"Rescission of SFAS 4", "Reporting Gains and Losses from Extinguishment of
Debt", SFAS 44, "Accounting for Intangible Assets of Motor Carriers'" and SFAS
64, "Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements,
Amendment of SFAS 13, "Accounting for Leases" and "Technical Corrections as of
April 2002". This standard rescinds SFAS 4, SFAS 44 and amends SFAS 64 and SFAS
13. SFAS 13 has been amended to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. This standard also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The
rescission of SFAS No. 4, "Reporting Gains and Loss from Extinguishment of
Debt" is effective for fiscal years beginning after May 15, 2002. The remainder
of the statement is generally effective for transactions occurring after May
15, 2002. The Company believes that the adoption of this Issue will not have a
material effect on its results of operations or financial position.


j) In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities ("SFAS No. 146"). SFAS No. 146 addresses
significant issues regarding the recognition, measurement, and reporting of
costs associated with exit and disposal activities, including restructuring
activities. SFAS No. 146 also addresses recognition of certain costs related to
terminating a contract that is not a capital lease, costs to consolidate
facilities or relocate employees, and termination benefits provided to employees
that are involuntarily terminated under the terms of a one-time benefit
arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation contract. SFAS No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. Given that SFAS No. 146
was issued in June 2002 and is not yet effective, the impact on the Company's
financial position or results of operations from adopting SFAS No. 146 has not
been determined.

                                       102
<PAGE>

ITEM 18. FINANCIAL STATEMENTS

     Not applicable.


ITEM 19. EXHIBITS

     List of Exhibits

------------ -----------------------------------------------------------------
Exhibit No.  Description of Exhibit
------------ -----------------------------------------------------------------
    1.1      Memorandum of Association(1)
------------ -----------------------------------------------------------------
    1.2      Bye-laws of Trade Wind Communications Ltd(2)
------------ -----------------------------------------------------------------
    1.3      Articles of Merger with the Plan and Agreement for Merger(10)
------------ -----------------------------------------------------------------
    1.4      Certificate of Amalgamation(11)
------------ -----------------------------------------------------------------
    4.1      Plan of Exchange and Arrangement Agreement(3)
------------ -----------------------------------------------------------------
    4.2      Articles of Correction(12)
------------ -----------------------------------------------------------------
    4.3      Final Order of the Supreme Court of Bermuda(4)
------------ -----------------------------------------------------------------
    4.4      Premiere Information Systems Pty Ltd Distribution Agreement(5)
------------ -----------------------------------------------------------------
    4.5      Premiere Information Systems Pty Ltd Wholesale Agreement(6)
------------ -----------------------------------------------------------------
    4.6      Trend Micro Partnership Agreement(7)
------------ -----------------------------------------------------------------
    4.7      Scottish Pacific Business Finance Limited Factoring Agreement(8)
------------ -----------------------------------------------------------------
    4.8      Employment Agreement of Nick Bird(9)
------------ -----------------------------------------------------------------
    8.1      List of Subsidiaries(13)
------------ -----------------------------------------------------------------
    99.1     Certification of Chief Executive Officer pursuant to s.906
------------ -----------------------------------------------------------------
    99.2     Certification of Chief Financial Officer pursuant to s.906
------------ -----------------------------------------------------------------

(1) Previously filed as Exhibit 3.1 to Form 8-K12G3/A of the Company filed on
August 30, 2001, SEC File Number 000-32899 and incorporated by reference herein.

(2) Previously filed as Exhibit 3.2 to Form 8-K12G3/A of the Company filed on
August 30, 2001, SEC File Number 000-32899 and incorporated by reference herein.

                                       103
<PAGE>


(3) Previously file as Exhibit 2.1 to Form 8-K12G3/A of the Company filed on
August 30, 2001, SEC File Number 000-32899 and incorporated by reference herein.

(4) Previously file as Exhibit 3.3 to Form 8-K12G3/A of the Company filed on
August 30, 2001, SEC File Number 000-32899 and incorporated by reference herein.

(5) Previously file as Exhibit 10.3 to Form 10-SB12G/A of Flexemessaging.com,
Inc. filed on March 10, 2000, SEC File Number 000-27059 and incorporated by
reference herein.

(6) Previously file as Exhibit 10.4 to Form 10-SB12G/A of Flexemessaging.com,
Inc. filed on October 17, 2000, SEC File Number 000-27059 and incorporated by
reference herein.

(7) Previously file as Exhibit 10.5 to Form 10-SB12G/A of Flexemessaging.com,
Inc. filed on March 10, 2000, SEC File Number 000-27059 and incorporated by
reference herein.

(8) Previously file as Exhibit 10.6 to Form 10-SB12G/A of Flexemessaging.com,
Inc. filed on March 10, 2000, SEC File Number 000-27059 and incorporated by
reference herein.

(9) Previously file as Exhibit 10.7 to Form 10-SB12G/A of Flexemessaging.com,
Inc. filed on February 26, 2001, SEC File Number 000-27059 and incorporated by
reference herein.

(10) Previously file as Exhibit 1.3 to Form 20-F of Trade Wind Communications
Limited filed on December 28, 2001, SEC File Number 000-32899 and incorporated
by reference herein.

(11) Previously file as Exhibit 1.4 to Form 20-F of Trade Wind Communications
Limited filed on December 28, 2001, SEC File Number 000-32899 and incorporated
by reference herein.

(12) Previously file as Exhibit 4.2 to Form 20-F of Trade Wind Communications
Limited filed on December 28, 2001, SEC File Number 000-32899 and incorporated
by reference herein.

(13) Previously file as Exhibit 8.1 to Form 20-F of Trade Wind Communications
Limited filed on December 28, 2001, SEC File Number 000-32899 and incorporated
by reference herein.

                                       104