<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]      Annual Report under Section 13 or 15(d) of the Securities Exchange Act
         of 1934 For the fiscal year ended MARCH 31, 2002
                                            or
[ ]      Transition Report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934
         For the transition period from           to
                                        ---------    ---------


                              (Commission File No.)

                          VISION GLOBAL SOLUTIONS INC.
                 (Name of Small Business Issuer in Its Charter)

                   CANADA
(State or other jurisdiction of incorporation or            (I.R.S. Employer
                organization                               Identification No.)

 455 NOTRE-DAME EAST, MONTREAL, QUEBEC, CANADA                H2Y 1C9
    (Address of principal executive offices)                 (Zip Code)

         Issuer's Telephone Number, including area code: (514) 848-1166

           Securities registered under Section 12(b) of the Securities
                              Exchange Act of 1934:

                                      NONE

           Securities registered under Section 12(g) of the Securities
                              Exchange Act of 1934:

                           COMMON STOCK, NO PAR VALUE

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[ ]

Issuer's revenues for its most recent fiscal year were $ 1,091,049.00.

As of June 10, 2002, the aggregate market value of the voting stock held by
non-affiliates, based on the average of the high and the low bid and asked
prices reported on such date, was $1,015,660.

As of June 10, 2002, there were 24,596,942 shares of issuer's common stock
outstanding.




<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS...........................................
ITEM 2.    DESCRIPTION OF PROPERTY...........................................
ITEM 3.    LEGAL PROCEEDINGS ................................................
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..............

                                     PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS .........
ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS ............................................
ITEM 7.    FINANCIAL STATEMENTS ............................................
ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE ............................................

                                    PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT ...............
ITEM 10.   EXECUTIVE COMPENSATION ..........................................
ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS .................
ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..................
ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K ................................


<PAGE>

INTRODUCTORY COMMENT

         Throughout this Annual Report on Form 10-KSB, the terms "we," "us,"
"our," "Vision Global" and "our company" refer to Vision Global Solutions
Inc., a Canadian corporation.


                                     PART I

Item 1. Description of Business
-------------------------------

Vision Global Solutions Inc., a Canadian Corporation having its registered
office located in the City of Toronto, in the Province of Ontario, at 44
Victoria Street, Suite 2100, Toronto, Ontario, Canada M5C 1Y2. Vision Global's
principal executive offices are located at 455 Notre Dame Street East, Montreal,
Quebec, Canada H2Y 1C9.

Vision Global has developed and is marketing, under the name Apogee, an
integrated accounting and management software that allows companies to apply an
activity-based management solution, a common sense systematic method of
planning, controlling and improving labor and overhead expenses, to their
businesses-management models. In applying activity-based management, the
operations of a business are divided into Processes, which are made up of
Activities, which are made up of Tasks. Typical Activities include: product
design, sales calls, order taking, establishing supplier relationships,
purchasing, receiving, setting up production machinery, manufacturing parts,
assembling orders, shipping, billing, collecting receivables and paying bills.
The performance of each Activity consumes Resources (e.g. humans, material
and/or financial) that are recorded as costs in the firm's accounts. Vision
Global's Activity-Based Management solution facilitates the integration of such
activities within the company's overall strategy, while simultaneously allowing
the business to collect information with respect to time and cost concerns.

Vision Global has developed activity-based management software solutions. These
solutions have already been tested, debugged and installed on several client
sites including: The Commissionaires of Canada (Ottawa, Vancouver, Toronto and
New Brunswick); the ADGA Group in Ottawa, a civil engineering consulting firm;
CNS Group in Stamford, Connecticut; La Federation des Caisses Populaires
Desjardins (a banking institution in Quebec); Fairfax Financial Holdings
(insurance industry); Sequoia Insurance Company (in Monterey California); the
Quebec Museum, in Quebec, Canada; and the Saskatchewan Government Insurance in
Canada.

Vision Global's Apogee is divided into families of products addressing the
following requirements: financial management and accounting; project accounting
and control; distribution logistics; manufacturing; and business intelligence,
consisting of a total of 23 modules, which are priced according to the number of
concurrent users per module. Presently, Vision Global's sales and marketing
department is under the direct supervision of Jean-Paul Ouellette, President.
Furthermore, Mr. Ouellette also oversees all aspects touching on two
distributors in the United Kingdom. Vision Global promotes and markets its
management software solutions at various trade shows held across the world, by
holding conferences and advertising in various trade magazines and through its
telemarketing department.



<PAGE>

The Software was developed in Progress Software's Application Development
Environment, mainly Version 9.1. Progress is a fourth generation language that
provides application logic, database management and user-interface management.
The integration of the Progress' Application Development Environment with the
activities based management model, allows users to engage certain universal
functions of the Software, which enable them to more efficiently manage their
business. Among others, these features include: the "Navigator," which is the
main desktop screen; a "Maintenance" tool which organizes relevant data in
logical groupings; an "Enquiry" function which displays data to users; and a
"Transactions" system which serves as the focal point for data entry and
reports.

In addition to those functions set forth above, the basic make-up of the Apogee
Software also assists the user in more easily navigating the product and its
many features. These aids include: definable tool bars; dynamic field
customizations; multilingual capability (currently English and French, with
Spanish and Chinese under development); messaging and e-mail integration; the
ability to add annotations and memos; hierarchical security; integrated audit
trails; system agents; and links to Microsoft Office suite.

Currently, the Apogee Software, which is entirely developed, uses the Progress
database and runs on Windows NT and UNIX. However, a new version is under
development for the Microsoft SQL server; and one for Oracle is planned as well.



Item 2. Description of Property
-------------------------------

The company's principal executive offices are located at 455 Notre Dame Street
East, Montreal, Quebec, Canada, pursuant to its lease with LYOJO Ltee, Vision
Global leases 7,000 square feet of office space at 455 Notre Dame East,
Montreal, Quebec, Canada H2Y 1C9. The office space provides the company's
programmers with office and product development space. The lease expires on June
30, 2004.


Item 3. Legal Proceedings
-------------------------

The company is not a party to any material pending legal proceedings, and to the
best of its knowledge, no such proceedings by or against the Company have been
threatened.




<PAGE>

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

No matter was submitted to a vote of security holders for the fiscal period
2001-2002.

                                     Part II


Item 5. Market for Common Equity and Related Stockholder Matters
----------------------------------------------------------------

On December 11, 2001, the NASD (UTC Compliance Unit) confirmed clearance for an
unpriced quotation on the OTC Bulletin Board for Vision Global Solutions, Inc.
common stock.

Although quotations for the Company's common stock appear on the OTC Bulletin
Board, there is no established trading market for the common stock. For the past
6 months, transactions in the common stock can only be described as sporadic.
Consequently, the Company is of the opinion that any published prices cannot be
attributed to a liquid and active trading market and, therefore, are not
indicative of any meaningful market value.

The following table sets forth for the respective periods the prices of the
Company's Common Stock, as reported and summarized by the OTC Bulleting Board.
Such prices are based on inter-dealer bid and asked prices, without markup,
markdown, commissions, or adjustments and may not represent actual transactions.


            Quarter Ended                        High Bid ($)       Low Bid ($)

            March 31, 2002                          0.22               0.17


The Company adopted a Stock Option Plan which provides for the granting of
options to officers, directors and employees of the Company. The option price,
the number of shares and the date of the grant date are determined at the
discretion of the Board of Directors but the price attach to the option will
never be lower than the market price. Grantees vest in the options at the date
of the grant.

A summary of the Company's Stock Option Plan as of March 31, 2002, and changes
during the year the ended as follows:

                                  ----------------------------------------------
                                                           Weighted Average
                                       Shares               Exercise Price
                                  -------------------    -----------------------

Outstanding at beginning of year        1,496,618                 0.23
Granted                                 2,268,900                 0.10
Exercised                              (2,592,438)                0.10
Forfeited                              (1,173,080)                   -

In December 2001, the Company approved issuance of up to $3,000,000 Series A
Warrants granting to the holders thereof the right to purchase on Class "A"
share at a price of $0.40 per share on or before December 31, 2001. These
warrants were never received. The directors therefore intend to extend the
expiration date of the warrants to December 31, 2002.

The payment of dividends if any in the future, shall be determined by the Board
of Directors, in its discretion and will depend on, among other things, our
earnings, our capital requirements; and our financial condition as well as other
relevant factors. We have not paid or declared any dividends to date. Holders of
common stock are entitled to receive dividends as declared and paid from time to
time by our Board of Directors from funds legally available. We intend to retain
any earnings for marketing and expansion purposes.

As of March 31, 2002, there were approximately 564 holders on record of the
Company's Common Stock.




<PAGE>

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations
--------------------------------------------------------------------------------

INTRODUCTION

The following discussion of the Company's results should be read in
conjunction with the information contained in the Consolidated Financial
Statements and related Notes thereto. The following discussion provides a
comparative analysis of material changes for the year ended December 31, 2001
and 2002, in the financial condition and results of operations of the company.
The consolidated financial statements include the accounts of Vision Global
Solution Inc. and its subsidiaries A.R.T.I. Vision Inc and Vision/R4
Corporation.

RESULTS OF OPERATIONS

The Company's revenues and operating results have varied substantially from year
to year. The company recognizes revenue from sales of software upon evidence of
an agreement (written contract between both parties), the delivery of the
software and the determination that collection of a fix or determinable fee is
probable.

Services are always included in the sale of software and represent installation,
consulting, training and specific modifications to the software asked by the
customer. Evidence of fair value for each element is accounted for using the
percentage of completion method. When the sales of software require significant
consultation and customization or modification of the software, both software
and services are recognized in accordance with the provisions of SOP 81-1 using
the percentage of completion method based on cost inputs.

Maintenance service revenue is allocated over the term, generally one year but
up to three years. Revenues from training, consultation and technical support
are recognized as the services are performed.

REVENUES

Revenues decreased 28% to $1,091,049 for the year ended March 31, 2002 from
$1,521,267 for the year ended March 31, 2001 The decrease in revenues is in part
a consequence of the events of September 11, 2001 and the general slowdown of
the technology industry. This situation is reflected by the fact that software
sales for the year ended March 31, 2002 have decreased by 38% to $203,692 from
$328,620 for the year ended March 31, 2001 while sales of service decreased by
25% to $887,357 for the year ended March 31, 2002 from $1,192,647 for the year
ended March 31, 2001. Nevertheless, management is in the opinion that revenues
generated for the next fiscal period will substantially increase.


COSTS OF SALES

Costs of sales decreased 8% to $260,243 for the year ended March 31, 2002 from
$281,349 for the year ended March 31, 2001. Cost of sales has not decreased at
the same rate than the sales because certain costs had to be maintain in order
to keep our highly trained personnel.

SELLING

Selling expenses decreased 28% to $194,110 for the year ended March 31, 2002
from $269,116 for the year ended March 31, 2001. The primary reason for the
decrease of selling expenses is attributable to a reduction of travel and
lodging expenses which is a consequence of a decrease of potential clients.

Administrative

Administrative expenses decreased 5% to $795,381 for the year ended March 31,
2002 from $838,230 for the year ended March 31, 2001. This decline in expenses
during the year was the result of continuing operating cost controls.




<PAGE>

Financial

Financial expenses decreased 16% to $34,512 for the year ended March 31, 2002
from $40,858 for the year ended March 31, 2001. The decline in financial
expenses is a result of the reduction of the long term debt and a repayment of a
portion of the bank loan reducing it to $34,765 for the year ended March 31,
2002 from $166,886 for the year ended March 31, 2001.

Development and product enhancements

Development expenses and products enhancement increased 28% to $362,152 for the
year ended March 31, 2002 from $283,902 for the year ended March 31, 2001. This
increase is the result of the company hiring two new programmers to develop and
enhance our solution to meet the specific requirements for the construction
industry, opening a new niche market for our solution.


Item 7. Financial Statements
----------------------------

The financial statements of the Company are filed with this annual report on
Form 10KSB.


Item 8. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure
--------------------------------------------------------------------------------

None


                                    Part III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act
--------------------------------------------------------------------------------

Directors and Officers
----------------------

The following table sets forth the names, ages, and positions with the Company
for each of the directors and officers of the Company.

       NAME                      AGE       PRESENT POSITION WITH VISION GLOBAL
       ----                      ---       -----------------------------------

       Jean-Paul Ouellette       60        Chairman, President, Chief Executive
       Montreal, Quebec                    Executive Officer and Director

       Donald Douglas            60        Director
       Kitchener, Ontario

       Eric Ouellette            30        Director
       Montreal, Quebec

All executive officers are elected by the Board and hold office until the next
Annual Meeting of stockholders or until their successors are duly elected and
qualified.

The following is information on the business experience of each director and
officer.

JEAN-PAUL OUELLETTE. Jean-Paul Ouellette is the Chairman, President, Chief
Executive Officer and Director of Vision Global since its inception. Mr.
Ouellette formerly served as the chairman, president, CEO and a director of
Vision Ontario Inc. Mr. Ouellette founded Vision R/4 Corporation and A.R.T.I.
Vision; he also served as Vision R/4 and A.R.T.I.'s President, Secretary and
Director. He started his career in the sales department of Burroughs Business
Machine Inc. in the mid-1960's. He then worked for MAI Canada Inc. as Eastern



<PAGE>

District Manager for eight years. In May 1979, Mr. Ouellette left MAI, and
started two of his own computer-related companies, under the names
Ridding/Ouellette Inc. and Rexin Business Machines Inc., working exclusively
with hardware manufacturers in the United States and Taiwan. Mr. Ouellette sold
both of these companies in 1987. Following the sale of Ridding and Rexin, Mr.
Ouellette was self-employed as a consultant, providing sales and marketing
advice to small organizations. In 1978, Mr. Ouellette acquired Marche au Chalet
Inc., a grocery store in Ste-Adele, Quebec, Canada previously owned by IGA (now
Sobey's). Mr. Ouellette still owns Marche au Chalet, which employs approximately
60 employees. In 1980, Mr. Ouellette acquired IGA Shawinigan, a retail grocery
company in Shawinigan, Quebec, Canada, which he sold in 1994. In May 1989, he
was Vice President of Marketing and Sales for Varnet Canada, a software company.
In 1993, Mr. Ouellette founded the Vision Group.

DONALD DOUGLAS. Donald Douglas has served as a Director of Vision Global since
the company's inception. Mr. Douglas has been a professor and coordinator of the
Police Foundations and Law and Security Administration programs at Conestoga
College for 27 years. Mr. Douglas developed training modules in Security
Administration and Corrections, as well as courses in criminology and the law,
for the Waterloo Regional Police Service and the Ministry of Correctional
Services. He recently served with the U.S. Department of Justice in police
training (ICITAP) as part of the United Nations' peace-keeping force in Haiti.
Mr. Douglas holds degrees from Cambridge and London University, an honors degree
from Sir George Williams University and an M.A. in Sociology from McMaster
University. Mr. Douglas is the author of numerous articles and papers in his
field. He also has served as Chairperson with direct responsibility for
fund-raising for many not-for-profit community service organizations.

ERIC OUELLETTE. Eric Ouellette has been a director since the year 2001. Mr.
Ouellette presently operates his own real-estate business and has been
successful in his business dealings. His contribution to the Company's business
can be felt by his objective views and opinions delivered to the Board.


Item 10. Executive Compensation
-------------------------------

Mr. Jean-Paul Ouellette is the only officer who has received compensation. He
received compensation in the form of a salary of CAN $100,000.00 (US$65,000.00)
during the fiscal year ended March 31, 2001 as Vision Global's president and
chief executive officer. The Company has not set aside or accrued any funds to
provide pension, retirement or similar benefits for its directors or senior
management.

The Company has no agreement or understanding, express or implied, with any
officer, director, or principal stockholder, or their affiliates or associates,
regarding employment with the Company or compensation for services. The Company
has no plan, agreement, or understanding, express or implied, with any officer,
director or principal stockholder, or their affiliates or associates, regarding
the issuance to such persons of any shares of the Company's authorized and
unissued common stock. There is no understanding between the Company and any of
its present stockholders regarding the sale of a portion or all of the common
stock currently held by them in connection with any future participation by the
Company in a business. There are no other plans, understandings, or arrangements
whereby any of the Company's officers, directors, or principal stockholders, or
any of their affiliates or associates, would receive funds, stock, or other
assets in connection with the Company's participation in a business. No advances
have been made or contemplated by the Company to any of its officers, directors,
or principal stockholders, or any of their affiliates or associates.

There is no policy that prevents management from adopting a plan or agreement in
the future that would provide for cash or stock based compensation for services
rendered to the Company.




<PAGE>

Items 11. Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

The following table sets forth information relating to the beneficial ownership
of Vision Global's common stock by those who beneficially own more than 5% of
Vision Global's common stock and by all of Vision Global's directors and
executive officers as a group, as of December 31, 2000. The business address of
each person is in care of Vision Global, unless otherwise noted.
<TABLE>
<CAPTION>

                                                                       PERCENTAGE OF
NAME AND ADDRESS OF            PRESENT POSITION WITH  NUMBER OF SHARES OUTSTANDING
BENEFICIAL OWNER               VISION GLOBAL          OWNED            COMMON STOCK
---------------------------    ---------------------  ---------------- ---------------
<S>                            <C>                        <C>              <C>
Jean-Paul Ouellette            Chairman, Director,        12,648,000       51.42%
455 Notre Dame Street East     President, and Chief
Montreal, Quebec               Executive Officer
Canada, J8B 3B5

Jacques Gauvin                 ____                        3,021,000       12.3%
6984 Chateaubriand
Montreal, Quebec
Canada, H2S 2P2

Martine Lavoie                 ____                        1,860,552        7.6%
1030 Cherrier, Suite 303
Montreal, Quebec
Canada, H2L 1H9

CDS & Co                       ____                        8,222,612       33.43%
25 The Esplanade
Box 1038, Stm A
Toronto, Ontario
Canada, MJW 1G5

All Officers and Directors as a Group                     12,648,000       51.42%

</TABLE>


We have attempted to obtain information on the beneficial holders of the stock
held by CDS & Co. To the best of our knowledge, there are no beneficial owners
of 5% or over holding stock in the name of CDS & Co.


Item 12. Certain Relationships and Related Transactions
-------------------------------------------------------

Transactions with Promoters

Not applicable

Related Party Transactions. There have been no related party transactions which
would be required to be disclosed pursuant to Item 404 of Regulation S-B.

Jean-Paul Ouellette expects to enter into a three year full-time employment
contract with Vision Global to act as its president and chief executive officer.
No other director or any associates or affiliates thereof, has had any material
interest, direct or indirect, in any transaction which has materially affected
or will materially affect Vision Global.


Item 13. Exhibits and Reports on Form 8K
----------------------------------------

Copies of the following documents are included with this Registration Statement,

Form 10-KSB as exhibits:

Certificate of Incorporation of Vision Global Solutions Inc. *

Bylaws of Vision Global Solutions Inc.*

* these exhibits are incorporated herein by this reference to the Company's
Registration Statement on form 20-F filed with the Securities Exchange
Commission on October 17, 2001.




<PAGE>

SIGNATURES


              Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, Vision Global Solutions Inc. has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

VISION GLOBAL SOLUTIONS INC.



/s/ JEAN-PAUL OUELLETTE
-------------------------------------------------
Jean-Paul Ouellette
Chairman of the Board and Chief Executive Officer
(principal executive officer)

Date:  July 10, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.


SIGNATURE                                       TITLE                    DATE

/s/ JEAN-PAUL OUELLETTE             Chief Executive Officer        July 10, 2002
-----------------------------       and Chairman of the Board
Jean-Paul Ouellette                 (principal executive officer)


/s/ ERIC OUELLETTE                  Director                       July 10, 2002
----------------------------
Eric Ouellette

/s/ DONALD DOUGLAS                  Director                       July 10, 2002
----------------------------
Donald Douglas




<PAGE>

                          VISION GLOBAL SOLUTIONS INC.
                       CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002






<PAGE>
================================================================================

                                                                AUDITORS' REPORT

To the Shareholders of
VISION GLOBAL SOLUTIONS INC.


We have audited the consolidated balance sheet of VISION GLOBAL SOLUTIONS INC.
as at March 31, 2002 and the consolidated statements of earnings, comprehensive
income (loss), deficit and cash flows for the year ended March 31, 2002. These
consolidated 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 generally accepted auditing standards
in the United States. 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 March 31, 2002
and the results of its operations and its cash flows for the year ended March
31, 2002 in accordance with generally accepted accounting principles in the
United States.


                                             /s/ Verrier Paquin Hebert

Drummondville,                               General Partnership
Canada                                       Chartered Accountants
June 3, 2002

                                                                             F-1


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                  CONSOLIDATED STATEMENT OF EARNINGS FOR THE YEAR ENDED MARCH 31
(in US $)

                                                  -------------   -------------
                                                      2002             2001
                                                  -------------   -------------
SALES
  Sales of software                               $    203,692    $    328,620
  Sales of services                                    887,357       1,192,647
                                                  -------------   -------------

                                                     1,091,049       1,521,267
COST OF SALES                                          260,243         281,349
                                                  -------------   -------------
GROSS MARGIN                                           830,806       1,239,918
                                                  -------------   -------------
OPERATING EXPENSES
  Selling                                              194,110         269,116
  Administrative                                       795,381         838,230
  Financial                                             34,512          40,858
  Development expenses and products enhancement        362,152         283,902
                                                  -------------   -------------
                                                     1,386,155       1,432,106
                                                  -------------   -------------
OPERATING LOSS                                        (555,349)       (192,188)
GAIN ON DEBT REDEMPTION                                     --          19 710
                                                  -------------   -------------
LOSS BEFORE INCOME TAXES                              (555,349)       (172,478)
                                                  -------------   -------------
INCOME TAXES
  Payable (recovered)                                       --              --
  Future                                               195,094           6,469
                                                  -------------   -------------
                                                      (195,094)          6,469
                                                  -------------   -------------
NET LOSS                                          $   (750,443)   $   (178,947)
                                                  =============   =============
NET LOSS PER SHARE - BASIC AND DILUTED            $      (0.03)   $     (0.009)

WEIGHTED AVERAGE NUMBER OF SHARES:
  BASIC AND DILUTED                                 24,596,942      20,808,528

(SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS)

                                                                             F-2


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                   CONSOLIDATED STATEMENT OF DEFICIT FOR THE YEAR ENDED MARCH 31

(in US $)
                                                   ------------     ------------
                                                       2002             2001
                                                   ------------     ------------

BALANCE, BEGINNING OF YEAR                         $  (823,917)     $  (644,970)

NET LOSS                                              (750,443)        (178,947)
                                                   ------------     ------------

BALANCE, END OF YEAR                               $(1,574,360)     $  (823,917)
                                                   ============     ============


    CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS FOR THE YEAR ENDED MARCH 31

                                                   ------------     ------------
                                                       2002              2001
                                                   ------------     ------------

NET LOSS                                           $  (750,443)     $  (178,947)

UNREALIZED FOREIGN CURRENCY GAINS
  (LOSSES) DURING THE PERIOD                            11,505          (34,042)
                                                   ------------     ------------

COMPREHENSIVE LOSS                                 $  (738,938)     $  (212,989)
                                                   ============     ============


(SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS)

                                                                             F-3


<PAGE>

                           CONSOLIDATED BALANCE SHEET

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                       CONSOLIDATED BALANCE SHEET AS AT MARCH 31
(in US $)

                                                       -----------   -----------
                                                          2002           2001
                                                       -----------   -----------
                                  -----------
                                  A S S E T S
                                  -----------

CURRENT ASSETS
  Cash                                                 $   17,382    $  176,037
  Receivables                                             132,565       278,879
  Research and development tax credit receivable               --       341,468
  Prepaid expenses                                            250         1,871
  Current portion of note receivable                       22,041            --
                                                       -----------   -----------

                                                          172,238       798,255

FIXED ASSETS (Note 5)                                      98,890       115,033

NOTE RECEIVABLE (Note 4)                                   11,870            --

FUTURE INCOME TAXES                                            --       195,094
                                                       -----------   -----------

                                                       $  282,998    $1,108,382
                                                       ===========   ===========


 On behalf of the Board of Directors:

(S) Jean-Paul Ouellette..................................., Director
(S) Eric Ouellette     ..................................., Director


(SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS)

                                                                             F-4


<PAGE>
<TABLE>

VISION GLOBAL SOLUTIONS INC.
====================================================================================
                                           CONSOLIDATED BALANCE SHEET AS AT MARCH 31
(in US $)
<CAPTION>

                                                        ------------   ------------
                                                            2002            2001
                                                        ------------   ------------
<S>                                                     <C>            <C>
                                    -----------
                                    LIABILITIES
                                    -----------

CURRENT LIABILITIES
  Bank loan (Note 7)                                    $    34,765    $   166,886
  Payables                                                  280,329        321,241
  Deferred revenues                                         156,955        218,868
  Current portion of obligations under capital leases        15,190         12,644
  Current portion of long-term debt                          26,354        182,189
                                                        ------------   ------------

                                                            513,593        901,828

OBLIGATIONS UNDER CAPITAL LEASES (Note 8)                     8,867          5,178

LONG-TERM DEBT (Note 9)                                     294,437        248,695

PREFERRED SHARES (Note 10)                                  350,857        350,857
                                                        ------------   ------------

                                                          1,167,754      1,506,558
                                                        ============   ============

                              ------------------------
                              SHAREHOLDERS' DEFICIENCY
                              ------------------------

CAPITAL STOCK (Note 11)                                     655,316        402,958

DEFICIT                                                  (1,574,360)      (823,917)

ACCUMULATED OTHER COMPREHENSIVE
INCOME (Note 12)                                             34,288         22,783
                                                        ------------   ------------

                                                           (884,756)      (398,176)
                                                        ------------   ------------

                                                        $   282,998    $ 1,108,382
                                                        ============   ============

(SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS)

                                                                                 F-5
</TABLE>



<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31

(in US $)


                                                        ----------   ----------
                                                           2002         2001
                                                        ----------   ----------

OPERATING ACTIVITIES
  Net income (net loss)                                 $(750,443)   $(178,947)
   Adjustments for:
     Depreciation of fixed assets                          39,461       43,470
     Gain on debt redemption                                   --      (19,710)
     Research and development tax credits not granted     144,741           --
     Future income taxes                                  195,094        6,469
                                                        ----------   ----------
                                                         (371,147)    (148,718)

   Changes in non-cash items of working
     capital (Note 13)                                    243,699       31,734
                                                        ----------   ----------
                                                         (127,448)    (116,984)
                                                        ----------   ----------

INVESTMENT ACTIVITIES
  Additions to fixed assets                                  (965)      (6,723)
  Note receivable                                         (34,633)          --
                                                        ----------   ----------
                                                          (35,598)      (6,723)
                                                        ----------   ----------
FINANCING ACTIVITIES
  Bank loan (repayment)                                  (132,536)     158,383
  Due to a company under common control                        --         (608)
  Repayment of obligations under capital leases           (17,039)     (19,486)
  Long-term debt                                               --       24,685
  Repayment of long-term debt                            (104,661)    (123,367)
  Issuance of shares                                      252,358      159,930
                                                        ----------   ----------
                                                           (1,878)     199,537
                                                        ----------   ----------
EFFECT OF FOREIGN CURRENCY TRANSACTION
ON CASH                                                     6,269      (11,626)
                                                        ----------   ----------

NET INCREASE (DECREASE) IN CASH POSITION                 (158,655)      64,204

CASH, BEGINNING OF YEAR                                   176,037      111,833
                                                        ----------   ----------

CASH, END OF YEAR                                       $  17,382    $ 176,037
                                                        ==========   ==========


(SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS)


                                                                             F-6



<PAGE>
VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)

1.   CONSOLIDATED FINANCIAL STATEMENTS

     These consolidated financial statements include the accounts of VISION
     GLOBAL SOLUTIONS INC. and its subsidiaries A.R.T.I. VISION INC. and
     VISION/R4 CORPORATION (the Group).

2.   SIGNIFICANT ACCOUNTING POLICIES

     a)   BASIS OF PRESENTATION

          These consolidated financial statements have been prepared in
          accordance with accounting principles generally accepted in the United
          States (US GAAP) and have been originally prepared in Canadian dollars
          and then translated in US dollars (the reporting currency) under the
          requirements of SFAS No. 52.

     b)   PRINCIPLES OF CONSOLIDATION

          These consolidated financial statements include the accounts of VISION
          GLOBAL SOLUTIONS INC. for the year ended March 31, 2002 and its
          subsidiaries A.R.T.I. VISION INC. and VISION/R4 CORPORATION for the
          year ended March 31, 2002.

     c)   USE OF ESTIMATES

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


                                                                             F-7


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)

2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     d)   REVENUE RECOGNITION

          The Company recognizes revenue under the requirements of AICPA,
          Statement of Position (SOP) No. 97-2 since 1998. It has also adopted
          the requirements of SOP 98-4 and SOP 98-9.

          The Company's revenue recognition policy is as follows:

          SALES OF SOFTWARE

          The Company recognizes revenue from sales of software upon evidence of
          an agreement (written contract between both parties), the delivery of
          the software and the determination that collection of a fix or
          determinable fee is probable.

          Sales' agreements may contain certain elements other than the software
          licences such as installation, consulting, training and specific
          modifications to the software asked by the customer. For multiple
          elements arrangements, the Company establishes vendor-specific
          objective evidence of fair value of the multiple elements based upon
          the price established by management having the relevant authority and
          certainty that the price will not change before the separate
          introduction of the element into the market place. Revenue is
          therefore allocated to the elements based on vendor-specific objective
          evidence. Revenue allocated to the software is recognized upon
          delivery and revenues allocated to services are recognized using the
          percentage of completion method. Objective evidence of fair value for
          each element usually exists and each element is listed separately on
          the agreement.

          If such evidence of fair value for each element of the arrangement
          does not exist, all revenue from the arrangement is deferred until
          such time that evidence of fair value exists for undelivered elements
          or until all elements of the arrangement are delivered. When the sales
          of software require significant consultation and customization or
          modification of the software, both sale of software and services are
          recognized in accordance with the provisions of SOP 81-1 using the
          percentage of completion method based on costs inputs.

          PRODUCT SUPPORT AND OTHER SERVICES

          Maintenance service revenue is allocated over the term, generally one
          year but up to three years. Revenues from training, consultation and
          technical support are recognized as the services are performed.

     e)   FIXED ASSETS

          Tangible assets are recorded at cost and are depreciated over their
          estimated useful lives as follows:

                                                 DEPRECIATION         PERIOD/
                                                   METHOD               RATE
                                                 ------------       ------------
          Office furniture and equipment          Declining               20%
          Computer equipment                      Declining               30%
          Leasehold improvements                  Straight-line       3 years

          The management regularly reviews the carrying values of the fixed
          assets. If the carrying value of the fixed assets exceeds the amount
          recoverable, a write-down is debited to the consolidated statement of
          income.


                                                                             F-8


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)


2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     e)   FIXED ASSETS (continued)

          Intangible assets are recorded at cost and are amortized over their
          estimated useful lives as follows:

                                                     AMORTIZATION
                                                        METHOD            RATE
                                                        ------            ----
          Software                                     Declining           20%

          The management regularly evaluates the carrying value of the
          intangible assets for potential permanent impairment. If there is a
          permanent impairment in the value of the intangible assets, a
          write-down is debited to the consolidated statement of income.

     f)   FOREIGN CURRENCY TRANSACTIONS

          Monetary assets and liabilities are translated at the rate of exchange
          in effect at year-end. Other assets and liabilities are translated at
          their historic rates. Items appearing in the statement of earnings are
          translated at the average rates for the year. Exchange gains or losses
          are included in the statement of income.

     g)   GOVERNMENT ASSISTANCE AND SCIENTIFIC RESEARCH AND EXPERIMENTAL
          DEVELOPMENT TAX CREDITS

          Government assistance and scientific research and experimental
          development tax credits are accounted for in the year the Company
          becomes eligible. Government assistance and tax credits related to
          development expenses are recorded as a reduction of the expense to
          which the incentive applies.

     h)   RESEARCH AND DEVELOPMENT EXPENDITURES

          Research and development expenses, other than capital expenditures,
          are expensed as incurred. Research and development expenses are
          reduced by the related investment tax credits.

3.   INFORMATIONS ON INCOME
                                                         ----------   ----------
                                                            2002         2001
                                                         ----------   ----------
     Depreciation of fixed assets                        $  39,461    $  43,470
     Interest expenses                                   $  34,512    $  40,858
     Research and development tax credits (not granted)  $(144,741)   $ 379,215



                                                                             F-9


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)


4.   NOTE RECEIVABLE
                                                            ---------  ---------
                                                              2002        2001
                                                            ---------  ---------
     Note receivable, repayable by monthly installments
      of $2,037, including principal and interest at 10%,
      maturing in September 2003                            $ 33,911   $     --
     Current portion of note receivable                      (22,041)        --
                                                            ---------  ---------
                                                            $ 11,870   $     --
                                                            =========  =========

5.   FIXED ASSETS
<TABLE>
<CAPTION>

                                                       2002                   2001
                                          -------------------------------  ---------
                                                     ACCUMULA-
                                                     TED DEPRE-    NET        Net
                                            COST      CIATION     VALUE      value
                                          ---------  ---------  ---------  ---------
<S>                                       <C>        <C>        <C>        <C>
     TANGIBLE ASSETS:
       Office furniture and equipment     $ 30,997   $ 21,217   $  9,780   $ 12,400
       Computer equipment                  141,963    109,026     32,937     46,585
       Leasehold improvements                9,965      9,555        410      3,785
                                          ---------  ---------  ---------  ---------
                                           182,925    139,798     43,127     62,770
                                          ---------  ---------  ---------  ---------

       Assets under capital leases:
         Office furniture and equipment      6,848      1,027      5,821         --
         Computer equipment                 60,844     26,099     34,745     30,244
                                          ---------  ---------  ---------  ---------
                                            67,692     27,126     40,566     30,244
                                          ---------  ---------  ---------  ---------
     INTANGIBLE ASSETS:
       Software                             69,790     54,593     15,197     22,019
                                          ---------  ---------  ---------  ---------
                                          $320,407   $221,517   $ 98,890   $115,033
                                          =========  =========  =========  =========

                                                                                F-10
</TABLE>



<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)


6.   FUTURE INCOME TAXES
                                                            ---------  ---------
                                                              2002        2001
                                                            ---------  ---------
     Fixed assets                                           $     --   $    220
     Other assets                                                 --     14,704
     Research and development expenses                            --    134,110
     Income taxes losses                                          --     46,060
                                                            ---------  ---------
                                                            $     --   $195,094
                                                            =========  =========

7.   BANK LOAN

     The Company has credit facilities bearing interest at prime rate plus
     1.75%, secured by the trade accounts receivable and the endorsements of a
     director and a company controlled by a director. The bank loan is renewable
     in August 2002. The Company's subsidiaries have to maintain a combined
     working capital ratio of at least 1.1 and a combined debt/equity ratio of
     2.5 or less. As at March 31, 2002, the Company does not respect these
     ratios.

8.   OBLIGATIONS UNDER CAPITAL LEASES

                                                            ---------  ---------
                                                              2002       2001
                                                            ---------  ---------
     Capital lease contract for the financing of
       computer equipment, repayable by monthly
       installments of $1,040 and one final
       payment of $3,153, bearing interest at 12.4%,
       maturing in June 2002                                $  5,233   $ 17,969

     Capital leases contract for the financing
       of computer equipment, matured during the year             --      1,464

     Capital lease contracts for the financing of
       computer equipment, repayable by monthly
       installments of $679, bearing interest at
       16.95%, maturing in September 2003                     12,898         --


                                                                            F-11


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)

8.   OBLIGATIONS UNDER CAPITAL LEASES (continued)

                                                            ---------  ---------
                                                              2002        2001
                                                            ---------  ---------
     Capital lease contract for the financing of
       office furniture and equipment, repayable by
       monthly installments of $124, bearing interest
       at 16.77%, maturing in June 2004                     $  3,361   $     --

     Capital lease contract for the financing of
       office furniture and equipment, repayable by
       monthly installments of $101, bearing interest
       at 5.90%, maturing in May 2004                          2,642         --

     Capital lease contract for the financing of
       computer equipment, repayable by monthly
       installments of $134 and one final payment
       of $10, bearing interest at 16.8%, maturing
       in February 2004                                        3,091         --
                                                            ---------  ---------

     Total amount of future minimum lease payments            27,225     19,433

     Executory costs and interest included in the
       installments                                           (3,168)    (1,611)
                                                            ---------  ---------
                                                              24,057     17,822
     Current portion of the unpaid obligations               (15,190)   (12,644)
                                                            ---------  ---------
                                                            $  8,867   $  5,178
                                                            =========  =========

     Future minimum payments under capital leases required in each of the next
     three years are as follows: 2003, $15,190; 2004, $8,303; 2005, $564.


                                                                            F-12


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)


9.   LONG-TERM DEBT

                                                            ---------  ---------
                                                              2002       2001
                                                            ---------  ---------

     Loan of $816,278, repayable by remitting 50%
       of the research and development tax credits
       and by annual installments equal to 15% of the
       funds generated up to a maximum of $126,664
       annually, plus a premium based on the net income,
       plus interest at a rate set by the Ministere du
       revenu du Quebec, secured by all of the fixed
       assets and the receivables. The Group has to
       maintain a combined working capital ratio of 0.75
       and a debt/equity ratio of 2.5 or less under Canadian
       GAAP, as at March 31, 2002, these ratios are not
       respected                                            $176,974   $274,443

     Loan of $63,715 repayable in four consecutive equal
       annual installments, maturing September 2005           63,715     64,624

     Loan from a director, non-interest bearing and no
       specific terms of repayment                             7,729      7,839

     Loan from the parent company, non-interest bearing,
       no maturity date and no specific terms of repayment,
       subordinated to the complete repayment of all other
       obligations of the Company                             61,948     62,832

     Loan of $31,275, repayable by monthly installments of
       $869, plus interests at prime rate plus 3%, maturing
       in February 2003. The Company has to maintain a
       working capital ratio of 1.1 and a debt/equity ratio
       of 2.5 or less, as at March 31, 2002, these ratios
       are not respected                                      10,425     21,146
                                                            ---------  ---------

                                                             320,791    430,884
     Current portion of long-term debt                       (26,354)  (182,189)
                                                            ---------  ---------
                                                            $294,437   $248,695
                                                            =========  =========

     Principal repayments required in each of the next five years are as
     follows: 2003, $26,354; 2004, $15,929; 2005, $15,929; 2006, $192,902; 2007,
     $0.


                                                                            F-13


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)

10.  PREFERRED SHARES

     During the year, 525,00 of A.R.T.I. VISION INC. Class "H" preferred shares
     have been issued in consideration of a reduction of liabilities totaling
     $350,857. The Class "H" shares are non-voting and non-participating and
     have a fix, preferential and cumulative dividend calculated on the
     redemption price at an annual rate equal to the variable weekly rate of
     Investissement Quebec, starting June 1, 2002. These shares are redeemable
     by monthly installments of $4,691 starting on the 30th day of the month
     following the complete repayment of the loan from Investissement Quebec.

11.  CAPITAL STOCK

     Authorized:

     An unlimited number of shares without par value of:

          Class "A", voting and participating

          From the wholly-owned subsidiary, A.R.T.I. Vision inc. Class "D",
          preferential non cumulative monthly dividend of 1% calculated on the
          redemption price, redeemable for the amount of paid-up capital plus
          all declared but unpaid dividends, plus a premium equal to the
          difference between the paid-up capital and the fair market value of
          the assets received by the Company at the issuance of these shares,
          the redeemable price of the Class "D" shares is $ 1 plus any declared
          but unpaid dividends

                                                            ---------  ---------
                                                              2002        2001
                                                            ---------  ---------
     Stated:
       26,054,820 Class "A" shares (23,462,382 in 2001)     $425,421   $173,063
          344,000 Class "D" shares                           229,895    229,895
                                                            ---------  ---------
                                                            $655,316   $402,958
                                                            =========  =========

     The Company issued 2,592,438 Class "A" shares for total cash consideration
     of $252,358.


                                                                            F-14


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)

11.  CAPITAL STOCK (continued)

     STOCK OPTIONS

     The Company has adopted a Stock Option Plan (the Plan) which provides for
     the granting of options to officers, directors and employees of the
     Company. The option price, the number of shares and the date of the grant
     date are determined at the discretion of the Board of Directors but the
     price attach to the option will never be lower than the market price.
     Grantees vest in the options at the date of the grant.

     A summary of the status of the Company's Stock Option Plan as of March 31,
     2002, and changes during the year the ended as follows:

                                                                      Weighted
                                                                      Average
                                                                      Exercise
                                                        Shares          Price
                                                      ------------  ------------
     Outstanding at beginning of year                   1,496,618     $   0.23
     Granted                                            2,268,900         0.10
     Exercised                                         (2,592,438)        0.10
     Forfeited                                         (1,173,080)          --
                                                      ------------  ------------
     Outstanding at end of year                                --     $     --
                                                      ============  ============

     Options exercisable at year end                           --
                                                      ============

     Weighted average fair value of options
      granted during the year                         $        --
                                                      ============

     Warrants
     --------

     The Company may issue up to 3,000,000 Series A Warrants granting to the
     holders thereof the right to purchase one Class "A" share at a price of
     $0.40 (CA $0.60) per share on or before December 31, 2001. During the year,
     the directors approved to extend the expiration date of the warrants to
     December 31, 2002.


                                                                            F-15


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)

12.  ACCUMULATED OTHER COMPREHENSIVE INCOME

                                                      ------------  ------------
                                                          2002          2001
                                                      ------------  ------------
     Balance, beginning of year                       $    22,783   $    56,825
     Translation of foreign currency adjustment            11,505       (34,042)
                                                      ------------  ------------
     Balance, end of year                             $    34,288   $    22,783
                                                      ============  ============

13.  CHANGES IN NON-CASH ITEMS OF WORKING CAPITAL

                                                      ------------  ------------
                                                           2002         2001
                                                      ------------  ------------
     Receivables                                      $   142,387   $   (59,814)
     Research and development tax credits receivable      194,939        33,628
     Prepaid expenses                                       1,594          (514)
     Payables                                             (36,389)        5,450
     Deferred revenues                                    (58,832)       52,984
                                                      ------------  ------------
                                                      $   243,699   $    31,734
                                                      ============  ============


14.  INTERESTS PAID AND TAX CREDITS (CASHED)

                                                      ------------  ------------
                                                          2002          2001
                                                      ------------  ------------
     Interests paid                                   $    31,846   $    43,545
     Research and development tax credits (cashed)    $  (191,428)  $  (377,041)


                                                                            F-16


<PAGE>
VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)

15.  FINANCIAL INSTRUMENTS

     a)   CREDIT RISK

          The Company is not exposed to significant risk from any particular
          customer or other business counterpart. The Company reviews the
          financial position of its customers on a continuous basis and examines
          the historical line of credit of any new customer. The Company sets up
          an allowance for doubtful accounts taking into consideration the
          credit risk of specific customers, the historical trends and other
          information.

     b)   INTEREST RATE RISK

          The interest rate risk of the Company is limited. A change of 1% in
          the interest rates would not have an important effect on the income or
          the financial position of the Company.

     c)   FOREIGN EXCHANGE RISK

          Approximately 16% of the Company's sales and all its purchases of
          softwares are done in US dollars. Therefore, some assets and
          liabilities are exposed to foreign currency fluctuations. The Company
          does not hold financial instruments to manage foreign currency
          fluctuations risk.

     d)   FAIR MARKET VALUE

          The carrying amount of current assets, bank loan and payables
          approximates fair market value because of the short-term nature of
          these instruments.



                                                                            F-17


<PAGE>

VISION GLOBAL SOLUTIONS INC.
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                               FOR THE YEAR ENDED MARCH 31, 2002
(in US $)


16.  LOSSES FOR INCOME TAXES PURPOSES

     As at March 31, 2002, the Company has allowable non-capital losses totaling
     $604,806 for Federal and $603,383 for Provincial income taxes purposes.
     The expiration dates for using these losses to reduce future income taxes
     are as follows:

                                                      ------------  ------------
                                                        Federal      Provincial
                                                      ------------  ------------
     2007                                             $   124,204   $   122,781
     2008                                                  95,846        95,846
     2009                                                 384,756       384,756
                                                      ------------  ------------
                                                      $   604,806   $   603,383
                                                      ============  ============

     No future income tax asset regarding these tax losses has been accounted
     for.


17.  COMMITMENTS

     The Company's total obligations under the terms of leases expiring June 30,
     2008 amount to $386,157 payable as follows over the next five years: 2003,
     $78,690; 2004, $71,556; 2005, $71,556; 2006, $73,673; 2007, $72,545.


18.  RELATED PARTY TRANSACTIONS

     During the period, the following transactions were recorded with related
     parties:

                                                      ------------  ------------
                                                          2002          2001
                                                      ------------  ------------
     Parent Company:
       Consulting fees                                $    14,760   $    69,150
     Company under common control:
       Gain on debt redemption                        $        --   $    19,710

     These transactions occurred in the normal course of business and are
     measured at the exchange amount, which is the amount of consideration
     established and agreed to by the related parties.


                                                                            F-18