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, 2001

[_]  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 of   (Commission File Number)      (IRS Employer
          Incorporation)                                     Identification No.)


   Level 14 Lippo House, 210 George Street, Sydney, Australia        NSW 2000
   ----------------------------------------------------------      -----------
         (Address of principal executive offices)                   (zip code)

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

                            FLEXEMESSAGING.COM, INC,
                            ------------------------
     Level 27 Grosvenor Place, 225 George Street, Sydney, Australia NSW 2000
     -----------------------------------------------------------------------
          (Former Name or Former Address, if changed since last report)


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...................................................................3
PART I   ......................................................................3
   Item 1.      Identity Of Directors, Senior Management And Advisers..........3
   Item 2.      Offer Statistics And Expected Timetable........................3
   Item 3.      Key Information................................................3
     Item 3A.   Selected Financial Data........................................3
     Item 3B.   Capitalization And Indebtedness................................5
     Item 3C.   Reasons For The Offer And Use Of Proceeds......................5
     Item 3D.   Risk Factors...................................................5
   Item 4.      Information On The Company....................................12
     Item 4A.   History And Development Of The Company........................12
     Item 4B.   Business Overview.............................................14
     Item 4C.   Organizational Structure......................................19
     Item 4D.   Property, Plants, And Equipment...............................20
   Item 5.      Operating And Financial Review And Prospects..................20
     Item 5A.   Operating Results.............................................20
     Item 5B.   Liquidity And Capital Resources...............................22
     Item 5C.   Research And Development, Patents And Licenses, Etc...........23
     Item 5D.   Trend Information.............................................23
   Item 6.      Directors, Senior Management, And Employees...................23
     Item 6A.   Directors And Senior Management As Of The Date Of
                This Annual ..................................................24
     Item 6B.   Compensation Aggregated Option/Sar Exercises During
                The Most Recently Completed Financial Year And
                Financial Year-End Option/Sar Values..........................26
     Item 6C.   Board Practices...............................................27
     Item 6D.   Employees.....................................................28
   Item 7.      Major Shareholders And Related Party Transactions.............28
     Item 7A.   Major Shareholders............................................28
     Item 7B.   Related Party Transactions....................................29
     Item 7C.   Interests Of Experts And Counsel..............................29
   Item 8.      Financial Information.........................................29
   Item 9.      The Offer And Listing.........................................29
     Item 9A.   (4)  Price History............................................30
     Item 9C.   Markets.......................................................30
   Item 10.     Additional Information........................................30
     Item 10A.  Share Capital.................................................30
     Item 10B.  Memorandum And Articles Of Association........................31
     Item 10C.  Material Contracts............................................31
     Item 10D.  Exchange Controls.............................................32
     Item 10E.  Taxation......................................................32
     Item 10F.  Dividends And Paying Agents...................................37
     Item 10G.  Statement By Experts..........................................37
     Item 10H.  Documents On Display..........................................37
     Item 10I.  Subsidiary Information........................................37
   Item 11.     Quantitative And Qualitative Disclosures About Market Risk....38
   Item 12.     Description Of Securities Other Than Equity Securities........38
   Item 13.     Defaults, Dividend Arrearages And Delinquencies...............38
   Item 14.     Material Modifications To The Rights Of Security Holders
                And Use Of Proceeds ..........................................38
   Item 15.     [Reserved]....................................................38
   Item 16.     [Reserved]....................................................38
   Item 17.     Financial Statements..........................................38
   Item 18.     Financial Statements..........................................76
   Item 19.     Exhibits......................................................76



<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.

                                     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, 2001, 2000 and 1999 and the selected
consolidated balance sheets data set forth below at June 30, 2001, 2000 and


                                       3
<PAGE>

1999 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 BDO International. 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
November 26, 2001, 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.

                      SELECTED CONSOLIDATED FINANCIAL DATA
                        TRADE WIND COMMUNICATIONS LIMITED

     PREPARED PURSUANT TO CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

              (In thousands of Australian $, except per share data)
<TABLE>
<CAPTION>

                                                                    FISCAL YEARS ENDED JUNE 30,
                                             2001             2000              1999             1998             1997

<S>                                       <C>              <C>               <C>              <C>              <C>
Income Statement Data:
     Revenue                                12,243           17,435            14,163           16,547           12,440
     Profit/(Loss) for operations            100            (1,518)           (2,613)           (1,169)         (1,208)
     Net Profit/(Loss)                      1,563           (2,257)           (1,375)           (1,201)         (1,338)
     Net earnings/(loss) per                 0.09            (0.12)            (0.10)           (0.09)           (0.11)
     common stock

Balance Sheet Data:
     Current assets                         2,765            6,199             4,275             5,897           4,352
     Investments                              -                -                 -                 -               -
     Capital assets                          436              578              1,586             1,810           1,807
     Total assets                           3,771            6,777             5,861             7,708           6,159
     Current liabilities                    2,369            6,692             4,313             6,386           5,067
     Shareholders' equity                    558            (1,127)             690              1,139            837
     Weighted average shares              16,657,159       15,610,622        14,073,814       13,626,761       11,906,487

</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 24 to the
Consolidated Financial Statements of the Company for its fiscal years ended June
30, 2001 and 2000 and note 21 to the Consolidated Financial Statements of the
Company for its fiscal years ended June 30, 2000 and 1999 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

                                       4
<PAGE>

the Company at the relevant time and such other factors as the directors may
deem relevant. All of the common stock of the Company are entitled to an equal
share in any dividends declared and paid.

                            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:

<TABLE>
<CAPTION>
                                                                  High                Low              Average
              <S>                                                   <C>                <C>                <C>
              Month to 10 December 2001                             0.5219             0.5122             0.517
              November 2001                                         0.5255             0.5023             0.5174
              October 2001                                          0.5169             0.4898             0.5045
              September 2001                                        0.5287             0.4811             0.5061
              August  2001                                          0.5393             0.5078             0.5254
              July 2001                                             0.5202             0.5008             0.5102
              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

</TABLE>

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.

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

                                       5
<PAGE>

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, have 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
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
          o    report earnings; and
          o    potential loss of customers or key employees of acquired
               companies.

                                       6
<PAGE>

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.

OPERATIONAL 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.

         The Company's revenues from countries other than Australia represent
less than 10% of its total revenue. The Company presently is not faced with any
significant operational risks, including regulatory compliance risks, from other
countries in which it operates than Australia. However, as the Company's revenue
derived from such countries continues to grow, the Company may experience
increased risk due to the above factors.

         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 regularly 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.

                                       7
<PAGE>

         Uncertainty of Strategic Relationships - The Company plans to enter
into 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.

         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 believe 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 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 where the Flexemessaging Division
operates nodes 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
could have a detrimental effect upon the service level and performance of the
Company's service. This in turn could effect the Company's clients who may then
opt not to use

                                       8
<PAGE>

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 owns no 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.

         Dependence on unpatented proprietary know-how - Unlike certain of its
competitors, the Company relies on unpatented proprietary know-how. This
know-how, or in house knowledge concerning the underlying concepts and
operational methods of its technology cannot be patented. While the Company
employs various methods to protect its know-how, such methods may not afford
complete protection and there can be no assurance that others will not
independently develop such know-how, obtain access thereto or develop a more
efficient system.

         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 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 canceled without penalty. As a

                                       9
<PAGE>

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 effect 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.

         Dictaphone: No contract in place. Currently operating on a purchase
order basis. Previous contract ran for a period of 5 years. New agreement is
expected to be drawn up in the next few months.

         Trans-lux: No contract in place. Has been operating on a purchase order
basis for in excess of seven years.

         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

                                       10
<PAGE>

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 fifteen years,
it has experienced losses in some of its recent financial years, including the
fiscal years ended June 30, 1999 and June 30, 2000. 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.

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.

                                       11
<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 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, Flexemessagining
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

                                       12
<PAGE>

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 call center applications, eMessaging and
eMarketing.

         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 which 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 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. The Merger
Agreement provided for the merger of TWG and SVI and resulted in TWG having
actual or effective operating control of the combined company after the
transaction. As a result, this transaction was treated as a capital transaction
in substance, rather than a business combination and was accounted for as a
reverse acquisition by TWG. As a result, any references to past accomplishments
of SVI or Flexemessaging.com, Inc. and its financial information, prior to the
acquisition, relate solely to TWG, as combined, since SVI had been inactive for
several years. 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.

                                       13
<PAGE>

         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 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.
See Item 4C. "Organizational Structure" for the present structure of the
Company.

         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 financial traders and 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, paging infrastructure
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.

         Flexe presently operates through three operating subsidiaries
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 43 employees, including 40 full time employees as at June 30,
2001. One of the eight 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

         The Flexemessaging Division was initially started in 1994 when the
Company saw the growing need for sending information by fax efficiently to
multiple destinations. It was envisaged that the world would be sending their
messages from the desktop rather than from the fax machine. Thus all future
development would be based on

                                       14
<PAGE>

the digital environment of the desktop. The Company purchased a software
application utilizing a Tandem Computer and enhanced its functionality and
efficiency. The Company then gradually established a global network with remote
nodes, which are industrial PC's with fax cards, in international centers such
as London, New York, Hong Kong, Tokyo, Singapore, Wellington, Auckland and most
of the major cities in Australia. Distributors were appointed in some countries,
mainly where nodes existed. The Company also established a presence in London
and Singapore. In 1999, the Company recognized that the future high growth area
for the Company was not in system integration or providing `copy cat' carrier
messaging networks, but in high value added mass messaging for the enterprise
market, by providing flexible messaging infrastructure platform using cost
effective Internet delivery. The Company signed an agreement with Premiere
Information Systems Pty Ltd, a subsidiary of PTEK Holdings Inc. (formerly,
Premiere Technologies Inc.), a communications company based in Atlanta, Georgia
("Premiere"), whereby the Company would outsource the delivery of its fax
traffic to the Premiere network. In addition the customer bases in the UK,
Canada, USA, Switzerland and Singapore was ctransferred to Premiere with the
Company receiving commission on revenues generated up till December 2001.

PRODUCT AND MARKET EVOLUTION

         The Flexemessaging Division today is a leading multichannel,
large-scale messaging, business to business (B2B), Application Service Provider,
providing delivery of information via fax, e-mail and SMS on behalf of its high
profile customer base. In June 2001, the Company launched it's 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 currently offered 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
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.

                                       15
<PAGE>

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 CRM, one to one marketing,
promoting websites, or using email marketing to convert to sales.

FLEXESMS

         Short message Service (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 nearGovernment Organizations

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

                                       16
<PAGE>

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 Premiere integrating the use of its Global Network opens up
opportunities for business in other locations in the future by the Company as
the Premiere 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 Premiere 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 Premiere node (via a
Flexemessaging 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 Company recognizes that for strong growth in the future it has to
reposition itself into the broadbased electronic messaging market and focus on
specific services and market channels to provide value added services. The
Company has identified the need to move from its reliance on faxing technology
and its use of a fax only global network in order to share more in the high
growth in the Internet and new forms of messaging technology. The first step has
been the strategic alliance with Premiere, whereby this Division has outsourced
the delivery of its international fax traffic to the Premiere network.

         The Company's management plans to further achieve its aims by aligning
the Company with, and leveraging off, larger industry players or recognized
leaders in their field, and then provide specialist added value messaging
services to such players/leaders, and their customers, in addition to providing
such benefits to the Company's own customers. This will involve partnerships,
strategic alliances or even joint ventures, with other technology companies or
service providers and may involve alternative methods of global traffic
distribution and a change in the Company's customer profile.

         By repositioning in this way the Company can seize opportunities that
may present themselves to move into yet other growth areas, such as ecommerce,
unified messaging, m-commerce or other growing markets. This is where the
Company can take advantage of the fact that messaging technology has to be
included as an essential part of the business.

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, voice & data monitoring & paging
infrastructure. 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

This Division maintains a dominant position in the Australian commercial,
government and emergency services markets as a specialist provider of leading
edge communication products, systems integration and turnkey solutions. It has
established market leadership in `instant access' or `turret' voice systems in
many of these key areas in Australia, with approximately 80% in Australian
emergency services. This Division also held a dominant market position in the
Australian dealing room market, as the Company had installed more systems
consisting of more positions than any of its industry competitors, based on
internal research. However, as part of its strategic

                                       17
<PAGE>

reorganization, effective March 2001, the Company successfully sold its voice
dealing room turret business to IPC Australia Pty Ltd (IPC). The essence of the
sale was that the Company gave up the Voice & Data Systems Division's right to
distribute the product in the financial markets area and transferred its ongoing
sales and support of IPC financial trading systems in this market, including the
VBand systems. It also included the assignment of service/maintenance agreements
of customers within the financial markets, transfer of staff related to the
product market with their entitlements and sale of stock on hand. The Company
reported a gain of $1.6 million as a result of this transaction. The Company
will continue to sell the IPC turret products in the emergency services and
public safety markets in which it has a strong market share. Recognizing the
need to replace this revenue stream and need to utilize the skills set and
experience the Company has built in mission-critical communications, the
Company's management is in advanced discussions with several parties in
connection with adding exciting new products and services to the Australian
market.

         The Voice & Data Systems Division integrates and supplies outstanding
products from the following vendors, for use by its clients, including:

         o    IPC digital dealer board ("turret") systems (previously the
              Company supplied VBand turret systems. VBand Corporation,
              ("VBand"), a New Jersey corporation, was recently acquired by IPC
              and the Company was appointed as an Australian distributor for
              IPC in the emergency command control markets.

         o    Multitone - paging and wide area callout systems, DECT cordless
              PABX o Magnaysnc - voice and data quality monitoring software

         o    Positron - emergency services software applications including
              integrated call taking, computer aided dispatch and mapping
              modules

         o    TransLux - electronic display systems o Dictaphone - voice
              logging hardware and software

         In addition, the Voice & Data Systems Division has also developed
certain products and applications for the dealing room market which were
previously 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.

         The Division's growth grew out of supplying voice turret systems to the
financial market. Over the few years the Division has added products to its
offerings to suit and meet the needs of the market.

MAJOR PROJECT INSTALLATIONS

         Among the major project installations secured by the Company in the
last year were as follows (none of these installations represents a large
percentage of the Company's business for accounting purposes, except for one):

         o    Telstra - Call Centre Quality Monitoring

         o    Emergency Services and Fire Brigade Services - digital voice
              communication and callout systems with multilocation networking,
              paging and computeraided dispatch (CAD) systems integration.

         o    Citigroup - Voice Turret system

         o    Sydney Institute of Technology - Call Centre Transcend system o
              Qantas - Voice Turret system o Bank of America - Voice Turret
              system

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.

                                       18
<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 14 Lippo House, 210 George 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 three operating
subsidiaries and five dormant subsidiaries all incorporated under the laws of
New South Wales, Australia. One of the eight subsidiaries 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

                          [ORGANIZATION CHART OMITTED]


                                       19
<PAGE>


ITEM 4D. PROPERTY, PLANTS, AND EQUIPMENT

         All Company property is leased. The Company currently operates from the
following offices:

<TABLE>

<S>                                      <S>                                    <S>
Australia, Sydney                        210 George Street, Sydney              Head Office address for all
                                         NSW 2000 Australia                     companies of Trade Wind
Lease expires on 30 June 2002                                                   Communications Limited and
                                                                                Flexemessaging - Sydney
                                                                                Voice & Data - Sydney

Australia, Melbourne                     Level 7, Royal Insurance Building      Flexemessaging - Melbourne
                                         440 Collins Street                     Voice & Data Melbourne
Monthly tenancy                          Melbourne Victoria 3000

</TABLE>


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

         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

ITEM 5A. OPERATING RESULTS

         The Company achieved a net profit of $1.6 million for the year ended
June 30, 2001, a significant improvement over the net loss reported for the year
ended June 30, 2000 of $2.0 million. The net profit resulted from a strategic
reorganization of the business, including the IPC sale described hereinafter and
the closure of all call centre activity, and a strong focus on operational and
cost efficiencies.

         As part of its strategic reorganization, 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. It also included the assignment of
service/maintenance agreements of customers within the financial markets,
transfer of staff related to the product market with their entitlements and sale
of stock on hand. The Company reported a gain of $1.6 million as a result of
this transaction. The Company will continue to sell the IPC turret products in
the emergency services and public safety markets in which it has a strong market
share.

         As a result of the above mentioned transaction, consolidated revenues
for the year ended June 30, 2001 was $12.2 million, a decrease of 30% compared
to $17.4 million for the year ended June 30, 2000. Certain voice systems were
recognised as net revenue, as opposed to recording gross revenue and associated
costs of sale, due to the global deals being struck by IPC's subsidiary, IPC
Information Systems, Inc., with certain Australian clients for the installation
of systems in Australia under a supply agreement. As the Company was not a
contractual party to this supply agreement and did not carry the risks and
rewards of ownership in relation to the system, the Company must recognise net
revenue. Had these system sales been reported as gross, revenues would have
increased by $4.7 million to $16.9 million, representing only a 3% decrease over
the $17.4 million revenue reported for the year ended June 30, 2000. The absence
of sales from voice dealing room turrets in the financial markets in the second
half of the year as a result of the sale also had a contributing impact on the
Company's sales performance.

         Recognising the need to replace the decrease in the revenue stream from
this IPC transaction and need to utilise the skills set and experience the
Company has built in mission-critical communications, the Company's management
is in advanced discussions with several parties with a view to adding exciting
new products and services to the Australian market. Mission critical
communications are communications the functioning of which are absolutely
critical to the maintenance and sustenance of the business. Examples would be
the inability to trade or


                                       20
<PAGE>

deal in a dealing room as such would have disastrous financial and commercial
impact or the inability to take emergency calls or any impairment with regard to
the clarity of an emergency call for an emergency command control centre where
the result could be the loss of lives.

         As a result of reduced sales activity, cost of goods sold decreased to
$5.2 million, down from $10.0 million in the prior year. Cost of goods sold as a
percentage of revenue decreased to 43%, down from 57% in the corresponding
period.

         Management's focus on cost and operational efficiencies and strategic
reorganization has resulted in an expense reduction of 22%, down to $7.0 million
from $9.0 million in the prior year. This is mainly as a result of a reduction
in overheads in the Voice & Data Systems Division, arising from the sale of the
financial market turret business and subsequent reorganisation. In addition,
operating efficiencies in the Flexemessaging Division, achieved from the
outsourcing of the fax delivery network in December 1999, also had a significant
positive impact on overhead. This has assisted in the delivery of an operating
profit of $0.1 million generated for the fiscal year as compared to an operating
loss of $1.5 million reported for the year ended June 30, 2000.

         The Company also successfully completed the transaction whereby
Flexemessaging.com, Inc. became a wholly owned subsidiary of the Company through
a share exchange. Goodwill and related costs arising from the share exchange of
$0.6 million has been recognized and will be written off over three years.

         A detailed explanation of the results by operating division follows.

FLEXEMESSAGING DIVISION

         Revenues. Flexemessaging operating revenues decreased 14% to $4.9
million for the year ended June 30, 2001 compared with $5.7 million for the year
ended June 30, 2000. The revenue decrease was mainly due to a decrease in
international revenues. The Company no longer generates revenue direct from the
overseas clients that were transferred to Premiere as a result of the
outsourcing of the delivery network. The Company only earns revenue through a
percentage it receives if Premiere has generated revenue from the Company's
former customer base. Revenues generated from the overseas customer base, now
serviced by Premiere, amounted to $0.1 million for the year ended June 30, 2001
as compared to $0.5 million for the year ended June 30, 2000. In addition,
distributor generated revenues decreased to $0.3 million in the fiscal year from
$0.5 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 $2.0 million for the year ended June 30, 2001 compared to $3.1
million for the prior year. Cost of sales as a percentage of revenue decreased
to 41% for the year ended June 30, 2001, compared to 54% for the corresponding
period, due to the outsourcing of the network infrastructure in December 1999
which meant that Flexemessaging no longer incurred costs in connection with
local access charges, leased network backbone circuit expenses, line rental, and
software maintenance and support.

         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,
2001 amounted to $2.7 million compared to $3.5 million in the corresponding
period.

         Operating Profit. An operating profit of $0.2 million was generated for
the year ended June 30, 2001 as compared to an operating loss of $0.8 million
reported for the year ended June 30, 2000.

VOICE & DATA SYSTEMS DIVISION

         Revenues. Revenues consist of sales from systems integration solutions
for voice, call center, electronic display, paging, call recording and data
applications. Revenues decreased 37% to $7.3 million for the year ended June 30,
2001, from $11.7 million for the year ended June 30, 2000. Revenue growth was
significantly impacted as a result of recording certain voice systems as net
revenue from global deals, as described in the Consolidated Results

                                       21
<PAGE>

section of this report, as opposed to recording gross revenue and associated
cost of sales. Had these systems been reported gross, revenues would have
increased by $4.7 million to $12 million representing a 3% increase over the
prior year revenues. In addition, for the six months ended June 30, 2001 no
revenues or gross profit associated with the sales of voice dealing room turrets
in the financial markets have been recorded. Revenues were also hampered by the
introduction of a 10% Goods and Services Tax on July 1, 2000, coupled with the
build up to the Olympic Games which had the effect of significantly suppressing
overall business activity and delaying business decisions.

         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, 2001 amounted to $3.2 million compared to $6.9
million for the previous 12 months. Cost of sales as a percentage of revenue
decreased to 44% for the current financial year down from 59% for the year ended
June 30, 2000. The reduced percentage is a result of recording certain voice
systems as net revenue, as opposed to recording gross revenue and associated
costs. The improvement also results from a change 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, 2001 amounted to $3.3 million
compared to $4.5 million in the corresponding period.

         Operating Profit. An operating profit of $0.8 million was generated for
the year ended June 30, 2001 as compared to $0.3 million reported for the year
ended June 30, 2000.

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, 2001 and 2000. 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

         The Company has financed its cash requirements for operations and
investments in capital assets mainly through operating profits and loan
financing.

         Cash used by operating activities was of $3.0 million for the year
ended June 30, 2001, compared to $1.6 million generated by operations for the
year ended June 30, 2000, mainly as a result of payments to suppliers. Cash used
in investing activities, consisting primarily of the purchase of capital assets,
amounted to $0.1 million for the year ended June 30, 2001, and $0.2 million in
the corresponding period in 2000.

         Cash and equivalents decreased to $1.1 million for the year ended June
30, 2001, as compared to an increase of $3.2 million in the previous year,
mainly as a result of payments to suppliers and loan repayments.

                                       22
<PAGE>

         The Company did not have material commitments for capital expenditures
as of the end of its fiscal year ending June 30, 2001.

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

         The Company does not have a formal research and development policy, nor
does it set aside or reserve funds for the purpose of research and development.
Rather, the Company seeks to implement a strategic plan of operations each year
for its growth either by acquisition or otherwise.

ITEM 5D. TREND INFORMATION

         As part of its strategic reorganization, the Company successfully sold
its voice dealing room turret business to IPC Australia Pty Ltd (IPC). As part
of the 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. It also included the assignment of
service/maintenance agreements of customers within the financial markets,
transfer of staff related to the product market with their entitlements and the
sale of stock on hand. The Company will continue to sell the IPC turret products
in the emergency services and public safety markets in which it has a strong
market share. In addition, the Company exited the call center market with effect
from June 30, 2001.

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                   63                Chairman, CEO and Director
Kevin Levine                    36                Deputy CEO, CFO and Director
Frank Favretto                  49                Director
Peter Hawkins                   44                Director

         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.

         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


                                       23
<PAGE>

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.

         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 their 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.

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
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.

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:


                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                                 Annual Compensation
                                                         -----------------------------------
 Name and Principal            ended        Shares       Salary      Bonus      Other Annual
      Position                June 30       Owned         (A$)        (A$)      Compensation
 ------------------           -------       -----         ----        ----      ------------
<S>                             <C>         <C>          <C>                    <C>      <C>
Nicholas R. Bird,               2001        2,275,862    145,428      Nil       78,000(3)(4)
Chief Executive Officer,        2000                     135,536      Nil       75,283(3)(4)
Managing Director               1999                      66,500      Nil       63,500(3)(4)

Kevin Levine                    2001           (5)       143,703      Nil       14,233(3)4)
Deputy Chief Executive          2000                     123,623    25,000      10,127(3)
Officer, Chief Financial        1999                     104,348      Nil        7,301(3)
Officer

Arthur C. Walton                2001        2,164,878    100,400      Nil        9,600(3)(4)
Head of Corporate Practices     2000                     100,400      Nil        9,600(3)(4)
                                1999                     100,000      Nil        9,600(3)(4)

<CAPTION>
                                                          Long Term Compensation
                                    -----------------------------------------------------------------------
                                                   Awards                     Payouts
                                    -------------------------------------------------
                                     Securities Under   Restricted Shares                       All Other
 Name and Principal                  Options/ SARs(1)     or Restricted        LTIP(2)        Compensation
      Position                           granted           Share Units         Payouts            (A$)
 ------------------                 -----------------   -----------------    ----------       -------------
<S>                                      <C>
Nicholas R. Bird,                        701,952                 Nil             Nil                Nil
Chief Executive Officer,                     Nil                 Nil             Nil                Nil
Managing Director                            Nil                 Nil             Nil                Nil

Kevin Levine                                 Nil                 Nil             Nil                Nil
Deputy Chief Executive                       Nil                 Nil             Nil                Nil
Officer, Chief Financial                     Nil                 Nil             Nil                Nil
Officer

Arthur C. Walton                             Nil                 Nil             Nil                Nil
Head of Corporate Practices                  Nil                 Nil             Nil                Nil
                                             Nil                 Nil             Nil                Nil
</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)  In addition, this named executive officer is also provided with a fully
     maintained company vehicle (including all reasonable operation costs).
(5)  This person beneficially owns less than 1% of the Company's stock.


                                     25
<PAGE>

OPTIONS GRANTED DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

                     AGGREGATED OPTION/SAR EXERCISES DURING
                   THE MOST RECENTLY COMPLETED FINANCIAL YEAR
                    AND FINANCIAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                                           Value of Unexercised
                                                                                               in the Money
                                                                     Unexercised              Options/SARs at
                                                                Options/SARs at FY-End            FY-End
                                             Aggregate Value             (#)                        ($)
                      Securities Acquired       Realized             Exercisable/              Exercisable/
        Name              on Exercise              ($)              Unexercisable              Unexercisable
        (a)                   (b)                  (c)                   (d)                        (e)
-----------------     -------------------    ---------------    ----------------------      --------------------
<S>                         <C>                   <C>                  <C>
Nicholas Bird               701,952               $0.30                701,952                      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 who 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 is presently reviewing the merits of establishing 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

         No director or executive officer is involved in any material legal
proceeding against the Company in which he will receive a benefit from such
legal proceedings.

EMPLOYMENT AGREEMENTS

         The Company currently has no employment agreement with any of its
employees. 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 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%;


                                       26
<PAGE>

          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.

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, 2001 the Company's Board of
Directors consisted of four persons.

                                       27
<PAGE>

         Peter Hawkins was appointed to the Board in December 2000 and Kevin
Levine was appointed to the Board in May 2001.

         None of the Company's directors 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,
Nick Bird, 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, 2001 at the locations set forth below:

         LOCATION
         Sydney, Australia                                      39
         Melbourne, Australia                                    4
         TOTAL                                                  43

         The Company, including its subsidiaries, employed the following numbers
of employees as at June 30, 2001 in the categories of activities set forth
below:

         ACTIVITY
         Executive Management                                    4
         Sales                                                  13
         Customer support                                        7
         Software Development                                    4
         Operational Support                                     7
         Accounting/Finance/Logistics                            8
         TOTAL                                                  43

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:

                                                           Percentage of
           Name               Number of Shares          Outstanding Shares

Skyglen Pty Limited(1)           2,275,862                      12.30%

Patvilt Pty Limited(2)           2,164,878                      11.70%

(1)  An Australian trustee company controlled by Nicholas Rowland Bird.
(2)  An Australian trustee company controlled by Arthur Christopher Walton, a
     co-founder of TWC.

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<PAGE>

ITEM 7B. RELATED PARTY TRANSACTIONS

         Loans in the amount of $404,500 have been made to the Company which are
collateralized over the personal property of Arthur Christopher Walton and
Nicholas Rowland Bird granted indirectly by Perpetual Trustees Victoria Limited.
The loans are repayable by 15 October 2020 or earlier at the option of the
Company. Interest is set at the Australian Bank Bill Rate and varies according
to fluctuations thereon. The indicative annual interest rate at 30 June 2001 was
6.82%. Arthur Christopher Walton and Nicholas Rowland Bird have entered into an
agreement with the Company whereby they have a registered charge (i.e. security
interest) 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.

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, 2001, 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 are
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.

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<PAGE>

ITEM 9A. (4)  PRICE HISTORY

PRICE HISTORY IN THE CANADIAN MARKET

         TWC's common stock is presently trading on the Canadian 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
                                                 ----------          ----------
        Qtr ended June 30, 1998                  C$1.350             C$0.730
        Qtr ended September 30, 19998               1.150               0.750
        Qtr ended December 31, 1998                 1.000               0.500
        Qtr ended March 31, 1998                    1.400               0.650
        Qtr ended June 30, 1999                     1.050               0.750
        Qtr ended September 30, 1999                0.920               0.600
        Qtr ended December 31, 1999                 0.600               0.460
        Qtr ended March 31, 2000                    1.000               0.600
        Qtr ended June 30, 2000                     0.600               0.230
        Qtr ended September 30, 2000                0.350               0.300
        Qtr ended December 31, 2000                 0.350               0.190
        Qtr ended March 31, 2001                    0.360               0.210
        Qtr ended June 30, 2001                     0.280               0.150
        Qtr ended September 30, 2001                0.250               0.050
        As of November 28, 2001                     0.10                0.10

         There are approximately 47 holders of the TWC's common stock. Presently
there are 18,499,783 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.

ITEM 9C. MARKETS

         See Item 9A(4) above.

ITEM 10.   ADDITIONAL INFORMATION

ITEM 10A.  SHARE CAPITAL

         Not applicable.


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<PAGE>

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 Bye-laws 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 Bye-laws and the
statutory laws of Bermuda.

         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.

         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 Bye-laws 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


                                       31
<PAGE>

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.

         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").

                                       32
<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 are 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
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

                                       33
<PAGE>

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.

         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.

                                       34
<PAGE>

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.

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.

                                       35
<PAGE>

         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
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
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.

                                       36
<PAGE>

         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 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 210
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.

                                       37
<PAGE>

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.

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

         Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
         AND USE OF PROCEEDS

         Not applicable.

ITEM 15. [RESERVED]

ITEM 16. [RESERVED]

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

         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 and Note 21, respectively, to the financial statements for
the fiscal years ended June 30, 2001 and 2000. The financial statements include
the following:

For the fiscal year ended June 30, 2001:

Report of Independent Auditors................................................39
Consolidated Balance Sheets...................................................40
Consolidated Statements of Income and Accumulated Deficit.....................41
Consolidated Statements of Changes in Cash Flows..............................42
Notes on the Consolidated Financial Statements................................43

For the fiscal year ended June 30, 2000:

Report of Independent Auditors................................................59
Consolidated Balance Sheets...................................................61
Consolidated Statements of Income and Accumulated Deficit.....................62
Consolidated Statements of Changes in Cash Flow...............................63
Notes on the Consolidated Financial Statements................................64

                                       38
<PAGE>



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



                       REPORT FOR YEAR ENDED JUNE 30, 2001




                                       39
<PAGE>



BDO                   BDO INTERNATIONAL          Level 23, 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, 2001 and the related consolidated
statements of income and accumulated deficit and cash flows for the years ended
June 30, 2001 and 2000. 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, 2001 and the consolidated results of
their operations and their cash flows for the years ended June 30, 2001 and 2000
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 1c to the
financial statements, the Company has suffered recurring losses from operations
in previous years and has an accumulated deficit at 30 June 2001 that raise
substantial doubt about its ability to continue as a going concern. 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
October 23, 2001                                        CHARTERED ACCOUNTANTS
except for Note 24 which
date is December 28, 2001

                                       40
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
(Expressed in Australian Dollars)
                                                             NOTE        30 JUNE           30 JUNE
                                                                          2001               2000
------------------------------------------------------------------------------------------------------
<S>                                                           <C>     <C>               <C>
ASSETS                                                                      $                    $
CURRENT
         Cash                                                  5        1,098,711         3,177,426
         Receivables                                           6        1,417,174         2,523,046
         Inventory                                             7          249,485           498,252
                                                                      ------------      --------------
                                                                        2,765,370         6,198,724
                                                                      ------------      --------------
CAPITAL ASSETS                                                 8          436,087            554,237
GOODWILL                                                       9          549,697                  -
OTHER                                                         10           20,062             23,591
                                                                      ------------      --------------
                                                                        1,005,846            577,828
                                                                      ------------      --------------
                                                                        3,771,216          6,776,552
                                                                      ------------      --------------

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

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
         Accounts payable                                     11        2,280,020          4,901,777
         Deferred Revenue                                     12           89,456          1,772,064
         Current portion of lease obligations                 13                -             18,114
         Income taxes payable                                                   -                  -
                                                                      ------------      --------------
                                                                        2,369,476          6,691,955
                                                                      ------------      --------------
NON CURRENT
    Loan payable                                              14          657,866            962,692
         Non current portion of lease obligations             13                -             15,057
         Employee entitlements payable                                    185,826            233,573
                                                                      ------------      --------------
                                                                          843,692          1,211,322
                                                                      ------------      --------------
TOTAL LIABILITIES                                                       3,213,168          7,903,277
                                                                      ------------      --------------
         Non-controlling Interest
SHAREHOLDERS' EQUITY
         Share Capital                                        15        1,135,621          1,085,533
         Reserves                                             17        4,452,224          4,380,377
         Accumulated deficit                                           (5,029,797)        (6,592,635)
                                                                      ------------      --------------
                                                                          558,048         (1,126,725)
                                                                      ------------      --------------
                                                                        3,771,216          6,776,552
                                                                      ------------      --------------
------------------------------------------------------------------------------------------------------
</TABLE>
         The accompanying summary of significant accounting policies and notes
form an integral part of these financial statements.

Approved on behalf of the Board

 ..........................                               .......................
N R BIRD                                                  K B LEVINE

                                       41
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
(Expressed in Australian Dollars)
                                                             NOTE        30 JUNE           30 JUNE
                                                                          2001               2000
------------------------------------------------------------------------------------------------------
<S>                                                             <C>   <C>               <C>
                                                                             $                   $
SALES                                                                  12,243,381         17,435,304
LESS:
COST OF GOODS SOLD
         Opening inventory                                                498,252          1,162,459
         Purchases                                                      4,959,788          8,925,679
                                                                      -------------     --------------
                                                                        5,458,040         10,088,138
         Closing inventory                                               (249,485)          (498,252)
                                                                      -------------     --------------
                                                                        5,208,555          9,589,886
         Network costs                                                          -            410,515
                                                                      -------------     --------------
                                                                        5,208,555         10,000,401
GROSS PROFIT                                                            7,034,826          7,434,903
EXPENSES                                                                6,934,746          8,952,676
                                                                      -------------     --------------
PROFIT / (LOSS) FROM OPERATIONS                                 18        100,080         (1,517,773)
OTHER INCOME/(EXPENDITURE):

    Gain on sale of interest in subsidiary                       2              -            713,254
    Profit from Sale of Product Line                             3      1,593,414                  -
         Reorganisation costs                                    4        (40,942)        (1,298,906)
         Interest paid
                  - leases                                                   (158)            (5,590)
                  - loans - short term                                   (107,444)          (176,434)
         Interest received                                                 36,575             28,806
                                                                      -------------     --------------
PROFIT / (LOSS) FOR THE YEAR BEFORE TAX                                 1,581,525         (2,256,643)
Income tax expense                                              19              -                  -
                                                                      -------------
NET PROFIT / (LOSS) AFTER TAX BEFORE AMORTIZATION OF
GOODWILL AND NON CONTROLLING INTERESTS                                  1,581,525         (2,256,643)
Amortization of goodwill                                                  (18,687)           (14,518)
                                                                      -------------     --------------
Net profit/(loss) after tax and goodwill before non
controlling interests                                                   1,562,838         (2,271,161)
Non controlling interests in net loss                                           -            225,848
                                                                      -------------     --------------
NET PROFIT / (LOSS)                                                     1,562,838         (2,045,313)
Accumulated deficit at beginning of the year                           (6,592,635)        (4,547,322)
                                                                      -------------     --------------
ACCUMULATED DEFICIT AT THE END OF THE YEAR                             (5,029,797)        (6,592,635)
                                                                      =============     ==============
Basic and fully diluted earnings / (loss) per share                          0.09              (0.12)
Weighted average number of shares in issue                             16,657,159         15,610,622
------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements.

                                       42
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Australian Dollars)
                                                                         30 JUNE             30 JUNE
                                                                           2001                2000
------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>
                                                                            $                   $
CASH PROVIDED/(USED) BY:

OPERATING ACTIVITIES
Operations
         Net profit / (loss) for the year                               1,562,838        (2,045,313)
         Items not involving cash:
                  Amortisation                                            248,119            578,471
        Non controlling interests in net loss                                   -           (225,848)
        Write down of fixed assets                                              -            641,865
        Gain on sale of interest in subsidiary                                  -           (713,254)
        Gain on sale of Product Line                                   (1,593,414)                 -
                                                                      -------------      -------------
                                                                          217,543         (1,764,079)

         Increase/(decrease) from changes in:
                  Accounts receivable                                   1,105,872            263,916
                  Inventory                                               248,767            664,207
                  Accounts payable and deferred                        (4,567,036)         2,408,762
                  revenue

         Employee entitlement payable                                     (47,747)            32,733
                  Income taxes                                                  -               (169)
                                                                      -------------      -------------
                                                                       (3,260,144)         3,369,449
INVESTING ACTIVITIES
         Investments in:
                  - Capital and Other assets                             (107,754)          (212,417)
                                                                      -------------      -------------
                                                                         (107,754)          (212,417)
FINANCING ACTIVITIES
         Loans (repaid) / raised                                         (304,826)           432,479
         Lease liabilities (repaid)/raised                                (33,171)           (47,802)
     Proceeds on sale of shares                                                 -          1,074,038
         Corporate restructuring costs                                   (446,449)                 -
     Proceeds on sale of Product Line                                   1,856,086                  -
                                                                      -------------      -------------
                                                                        1,071,640          1,458,715

(DECREASE) / INCREASE IN CASH                                          (2,078,715)         2,851,668
Cash at beginning of year                                               3,177,426            325,758
                                                                      -------------      -------------
CASH AT END OF YEAR                                                     1,098,711          3,177,426
                                                                      =============      =============
Supplementary Information
    Interest received                                                      36,575             28,806
    Interest paid                                                        (107,602)          (182,024)

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.

                                       43
<PAGE>
TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------
NOTES ON THE FINANCIAL STATEMENTS

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

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.   ORGANISATION

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
shall merge FLXM into a newly formed Bermudan subsidiary of Trade Wind
Communications Limited, Flexe Acquisition Ltd. Flexe Acquisition Ltd, upon
merger, will be the surviving company and succeed to all the business,
properties, assets and liabilities of FLXM and there will be little or no change
to the management as previously outlined in correspondence distributed to its
shareholders. FLXM, upon merger with and into Flexe Acquisition Ltd., shall be
dissolved in Idaho. Upon completion of the above transactions, the Company shall
change its name to Flexemessaging. The Company will issue 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.

These financial statements present comparative figures for the Group for the
years ended 30 June 2001 and 30 June 2000.

B.   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.

C.   GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realisation of assets and the satisfaction of
liabilities and commitments in the normal course of business.

The Company has realised profits in the current year recording a Net Profit of
$1,562,838. However, the accumulated deficit at 30 June 2001 amounts to
$5,029,797. Consequently, the continuation of the Company is dependent upon
achieving continued profitability levels of operation and sufficient operating
and long term financing.

                                       44
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------

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
amortised on a straight-line basis over a period of 3 years. The balances are
reviewed annually and any balance representing future benefits, the realisation
of which is considered to be no longer probable, is written off.

E.   INVENTORIES

Inventories are measured at the lower of cost and net realisable 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.

F.   INCOME TAX

The Company follows the liability method in accounting for income taxes which
requires the Company to recognize deferred 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, deferred 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. Amortisation 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 amortised over the term of the
lease. Trademarks and customer lists are amortised on a straight line basis over
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 amortised on a straight line basis over
the period in which the related benefits are expected to be realised.

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 recognised on a percentage of completion basis but
finalisation, 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).

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 short term assets and liabilities,
whether realised or unrealised, are included in operating profit before income
tax as they arise.

                                       45
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------

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 2001                              0.773
                           1 July 2000 - 30 June 2001                0.830
                           30 June 2000                              0.887
                           1 July 1999 - 30 June 2000                0.926

L.   FINANCIAL INSTRUMENTS

The Company's and the Group's financial instruments consist of cash,
receivables, accounts payable, loans payable, lease obligations 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 stock outstanding. The weighted average number
of common stock outstanding during the year reflects the amount of time specific
shares were outstanding during the year.

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.

         Flexemessaging.com Inc is incorporated under the laws of Idaho. Its
shares are traded on the Over the Counter Bulletin Board market but are not
registered with the US Securities and Exchange Commission or the securities
commission of any state.

         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:

                                       46
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------
                                                                 $
         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.

         The Company shall merge FLXM into a newly formed Bermudan subsidiary of
Trade Wind Communications Limited, Flexe Acquisition Ltd. Flexe Acquisition Ltd,
upon merger, will be the surviving company and succeed to all the business,
properties, assets and liabilities of FLXM and there will be little or no change
to the management as previously outlined in correspondence distributed to its
shareholders. FLXM, upon merger with and into Flexe Acquisition Ltd., shall be
dissolved in Idaho. Upon completion of the above transactions, the Company shall
change its name to Flexemessaging. The Company will issue 2,456,832 shares 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 & Data Systems 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 has undertaken a plan of reorganisation in order to align
the FlexiFax 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 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. 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.

         FlexiFax will still provide enhanced fax and email broadcast services
to their existing customers, namely Australia and New Zealand, which comprise
92% of the segment's revenue. 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.

         In addition to this, on December 16, 1999 Trade Centre Systems Holdings
Pte Ltd ("TCSH"), an indirectly wholly owned subsidiary of the Company,
operating in Singapore entered into an agreement with Jebsen and Jessen
Communications Pte Ltd ("J&J"). Under the agreement TCSH has transferred its
Voice & Data business to J&J in return for revenue based commissions on sales
and maintenance through to October 31, 2000. J&J have agreed to offer employment
to certain of the employees of TCSH. TCSH has agreed to provide J&J with certain
stock and

                                       47
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------

spare parts in order to perform the maintenance function as well as providing
client site configuration details. This agreement relates to the
transfer/disposal of a geographical portion of a segment and does not constitute
a discontinued operation. This transfer will not have a material impact on the
performance of the Company as the anticipated commission revenue stream
represents less than 5% of the Company's total revenues.

         In July 1999, the Company ceased activities in relation to sales and
distribution of Dictaphone dictation products. This decision was taken, as this
activity was not aligned to the core competence of the Voice & Data Systems
Division of the Company, which is voice and data systems integration. The
Company still continues to sell and support Dictaphone logging and call
recording systems. This will not have a material impact on the overall
performance of the Company as the earnings contribution from this activity was
negligible.

             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:

(Expressed in Australian Dollars)
<TABLE>
<CAPTION>
                                                                             30 JUNE               30 JUNE
                                                                               2001                   2000
                                                                        ---------------        --------------
                                                                              $                       $
<S>                                                                     <C>                    <C>
Fax delivery network closure                                                   40,942             1,037,476
Cessation of sales and distribution of dictation equipment                          -               261,430
                                                                        ---------------        --------------
                                                                               40,942             1,298,906
                                                                        ---------------        --------------
NOTE 5:           CASH

Cash at bank and on deposit                                                 1,096,411             3,174,426
Cash on hand                                                                    2,300                 3,000
                                                                        ---------------        --------------
                                                                            1,098,711             3,177,426
                                                                        ---------------        --------------
NOTE 6:           RECEIVABLES

Trade debtors                                                               1,088,931             2,222,334
Other debtors                                                                 328,243               300,712
                                                                        ---------------        --------------
                                                                            1,417,174             2,523,046
                                                                        ---------------        --------------

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                                                                235,485               335,380
Work in progress                                                               14,000               162,872
                                                                        ---------------        --------------
                                                                              249,485               498,252
                                                                        ---------------        --------------
</TABLE>

                                       48
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------
NOTE 8: CAPITAL ASSETS

(Expressed in Australian Dollars)
<TABLE>
<CAPTION>
                                                                            30 JUNE                30 JUNE
                                                                              2001                   2000
-------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                    <C>
                                                                             $                      $
(a)      Owned
         Plant and Equipment - at cost                                     2,135,707              2,036,232
         Less accumulated amortisation                                    (1,699,620)            (1,537,132)
                                                                        --------------         --------------
                                                                             436,087                499,100
                                                                        --------------         --------------
(b)      Leased
         Leased Plant and Equipment -
         Capitalised lease assets                                            335,020                335,020
         Less accumulated amortisation                                      (335,020)              (279,883)
                                                                        --------------         --------------
                                                                                   -                 55,137
                                                                        --------------         --------------
Total
Cost                                                                       2,470,727              2,371,252
Less accumulated amortisation                                             (2,034,640)            (1,817,015)
                                                                        --------------         --------------
Cost less accumulated amortisation                                           436,087                554,237
                                                                        ==============         ==============

NOTE 9: GOODWILL

Goodwill                                                                     741,652                173,268
Less accumulated amortisation                                               (191,955)              (173,268)
                                                                        --------------        ---------------
                                                                             549,697                      -
                                                                        ==============        ===============
</TABLE>

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. (See Note 2).

         Goodwill arising from this transaction amounted to $568,384 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)
             Costs incurred on exchange proposal                       (446,449)
                                                                   -------------
             Goodwill                                                  (568,384)

         Goodwill amortisation for the year ended June 30, 2001 amounts to
$18,687 and has been reflected in the Consolidated Statements of Income and
Accumulated Deficit.

                                       49
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------
NOTE 10: OTHER NON CURRENT ASSETS

(Expressed in Australian Dollars)
<TABLE>
<CAPTION>
                                                                            30 JUNE                30 JUNE
                                                                              2001                   2000
-----------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                    <C>
                                                                             $                      $

Trademarks, customer lists                                                   48,480                 40,232
Less accumulated amortisation                                               (28,418)               (16,641)
                                                                        -------------          ------------
                                                                             20,062                 23,591
                                                                        =============          ============
NOTE 11: ACCOUNTS PAYABLE

Trade creditors - general                                                 1,604,460             3,515,634
Sundry creditors and accruals                                               485,869             1,092,194
Employee entitlements                                                       189,691               293,949
                                                                        -------------          ------------
                                                                          2,280,020             4,901,777
                                                                        =============          ============
</TABLE>

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

<TABLE>
<CAPTION>
(a)      Finance Leasing Commitments
<S>                                                                                            <C>
         Payable
         - not later than one year                                                -                18,200
         - later than one year but not later than 2 years                         -                15,129
         - later than 2 years but not later than 3 years                          -                     -
                                                                        -------------          ------------
         Minimum lease payments                                                   -                33,329

         Less future finance charges                                              -                   158
                                                                        -------------          ------------
         Total lease liability                                                    -                33,171
                                                                        =============          ============
         Current portion                                                            -              18,114
         Non-current portion                                                        -              15,057
                                                                       --------------          ------------
                                                                                    -              33,171
                                                                       ==============          ============
         Finance lease liabilities are collateralised
         by the underlying lease assets.
</TABLE>

                                       50
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------
(Expressed in Australian Dollars)
<TABLE>
<CAPTION>
                                                                            30 JUNE             30 JUNE
                                                                              2001                2000
---------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                    <C>
                                                                               $                      $
(b)      Operating Lease Commitments

         Non-cancellable operating leases
         contracted for but not capitalised in the
         accounts

         Payable
         - not later than one year                                          283,089              675,835
         - later than one year but not later than 2 years                    29,202               17,981
         - later than 2 years but not later than 3 years                     10,014                    -
                                                                        ------------           ----------
                                                                            322,305              693,816
                                                                        ============           ==========
</TABLE>

NOTE 14: LOAN PAYABLE

         This represents loans collateralized over the personal property of
Arthur Christopher Walton and Nicholas Rowland Bird granted indirectly by
Perpetual Trustees Victoria Limited. The loans are repayable by 15 October 2020
or earlier at the option of the Company. Interest is set at the Australian Bank
Bill Rate and varies according to fluctuations thereon. The indicative annual
interest rate at 30 June 2001 was 6.82%. Arthur Christopher Walton and Nicholas
Rowland Bird have entered into an agreement with the Company whereby they have a
registered charge (i.e. security interest) over Trade Wind Group Pty Ltd in the
event that the Company is unable to settle or repay the outstanding liabilities.
In addition both Mr. Bird and Mr. Walton receive a 0.5% premium over the
underlying interest rate charged and were paid establishment fees of $2,500 and
$3,475 respectively.

NOTE 15: SHARE CAPITAL
<TABLE>
<CAPTION>
                                                30 JUNE           30 JUNE           30 JUNE           30 JUNE
                                                 2001               2000              2001             2000
                                               NUMBER OF         NUMBER OF             $                 $
                                                SHARES             SHARES
<S>                                          <C>               <C>                <C>               <C>
(Expressed in Australian Dollars except
for the number of shares)
Authorised:

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

Issued:

Balance, beginning of year                      16,042,951         15,442,951        1,085,533        1,081,840
Shares issued under private placement
                                                         -            600,000                -            3,693
Shares to be issued under Exchange Proposal
                                                 2,456,832                  -           50,088                -
                                             --------------    ---------------    -------------     ------------
Balance, end of year                            18,499,783         16,042,951        1,135,621        1,085,533
                                             ==============    ===============    =============     ============

</TABLE>

         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

                                       51
<PAGE>
TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------
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. 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 will issue 2,456,832 shares to shareholders
in FLXM to effect this transaction. On March 20, 2000, A$504,496 was received in
exchange for the issuance of 600,000 common stock at a price of C$0.75 per
share.

NOTE 16: SHARE CAPITAL (CONTINUED)

POOLED SECURITIES

POOLED SHARES

a)   Pursuant to a voluntary pooling agreement, certain shareholders delivered
     to Pacific Corporate Trust Company, a total of 1,650,000 (2000: 2,750,000)
     common stock to be held in a pool and to be released on May 12, 2002

NOTE 17: RESERVES

(Expressed in Australian Dollars)
<TABLE>
<CAPTION>
                                                                                30 JUNE           30 JUNE
                                                                                  2001              2000
---------------------------------------------------------------------------------------------------------------
                                                                                    $                   $
SHARE PREMIUM ACCOUNT
<S>                                                                          <C>              <C>
Balance, beginning of year                                                     4,380,377          4,155,703
600,000 shares issued  at C$0.75                                                       -            500,803
2,456,832 shares to be issued under Exchange Proposal                             71,847                  -
Less: Cost of capital                                                                  -           (276,129)
                                                                             -------------     ---------------
Balance, end of year                                                            4,452,224         4,380,377
                                                                             =============     ===============
</TABLE>

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. 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 will issue 2,456,832 shares
to shareholders in FLXM to effect this transaction.

NOTE 18:          PROFIT FROM OPERATIONS

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

Amortisation
         - owned assets                           162,488            534,406
         - leased assets                           55,167             22,069
         - trademarks, customer lists              11,777              7,838
Bad debts                                          68,010                  -
                                                -----------        -----------

                                       52
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------

NOTE 19: INCOME TAX EXPENSE

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

(Expressed in Australian Dollars)
<TABLE>
<CAPTION>
                                                                           30 JUNE             30 JUNE
                                                                             2001                2000
---------------------------------------------------------------------------------------------------------
                                                                               $                   $
<S>                                                                    <C>                <C>
Tax loss carry forwards                                                    3,085,057          3,969,960
Deferred costs                                                               128,585            217,921
Valuation allowance                                                       (3,213,642)        (4,187,881)
                                                                       ---------------    ---------------
                                                                                   -                  -
                                                                       ===============    ===============

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

Provision / (benefit) at statutory rate                                      531,365           (817,618)
Permanent differences and other                                              442,874            241,218
(Decrease)/increase in valuation allowance                                  (974,239)           576,400
                                                                       ---------------    ---------------
                                                                                   -                   -
                                                                       ===============    ===============
</TABLE>

         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 $10,283,523 (2000: $11,676,353). 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 realising the
     benefit from the deduction for the loss.

NOTE 20: DIRECTORS' EMPLOYMENT CONTRACTS

         The Company has entered into an employment agreement requiring minimum
annual payment of $217,000. 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.

NOTE 21: OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES

Stock Options

Pursuant to the policies of the Canadian Venture Exchange ("CDNX"), the Company
may grant incentive stock options to its officers, directors and employees. CDNX
policies permit the Company's directors to grant incentive

                                       53
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TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------

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:
<TABLE>
<CAPTION>
                                                                       Number                 Exercise Price
<S>                                                                    <C>                    <C>
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            C$0.625-C$1.25
Granted                                                                  1,819,652                C$0.30
Cancelled                                                                (272,000)
                                                                       ---------------      --------------------
Outstanding at June 30, 2001                                             3,008,773                C$0.30
                                                                       ===============      ====================
</TABLE>

During 2001, the exercise price of all outstanding options were amended to
C$0.30, subject to, in some cases, shareholder approval.

As at June 30, 2001 the following share options were outstanding:

<TABLE>
<CAPTION>

    NO OF OPTIONS              DATE OF ISSUE                EXERCISE PRICE                DATE OF EXPIRY
    -------------              -------------                --------------                --------------
   <C>                       <S>                              <C>                       <S>
        867,821               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
        156,800              February 22, 2000                C$ 0.30 *                 February 22, 2005
        132,000                April 6, 200                   C$ 0.30 *                   April 6, 2005
      1,794,652              February 5, 2001                 C$ 0.30 *                  February 5, 2006
   -------------
     3,008,773
   =============
</TABLE>

With the exception of 100,000 options, all stock options are fully vested and
exercisable.

* Subject to shareholder approval at Annual General Meeting.

NOTE 22: SEGMENTED FINANCIAL INFORMATION

The Company operates two business divisions, Voice & Data Systems and FlexiFax
Global Services. Voice & 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. FlexiFax Global
Services 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:

                                       54
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------

FOR THE YEAR ENDING 30 JUNE 2001
<TABLE>
<CAPTION>
                                               VOICE & DATA      FLEXIFAX       HEAD OFFICE       CONSOLIDATED
                                                    $               $                $                  $
<S>                                           <C>                <C>            <C>               <C>
Revenue from external customers                  7,312,179       4,931,202           -             12,243,381
Amortisation                                        70,296          12,950         164,873            248,119
                                              -----------------------------------------------------------------
Segment operating profit/(loss)                    818,572         205,011        (942,190)            81,393
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
Goodwill writedown                                                       -      (1,059,957)        (1,059,957)
                                              -----------------------------------------------------------------
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                             24,975          35,389         607,526            667,890
Identifiable assets                              1,517,415         920,167       1,333,634          3,771,216

FOR YEAR ENDING 30 JUNE 2000

Revenue from external customers                 11,651,855       5,783,449           -             17,435,304

Amortisation                                       135,636         342,006         100,829            578,471
                                              -----------------------------------------------------------------

Segment operating profit/(loss)                    283,716        (809,141)     (1,006,866)        (1,532,291)
Interest expense                                   (44,219)        (68,591)        (69,214)          (182,024)
Interest revenue                                     7,335           4,432          17,039             28,806
Reorganisation Costs                                            (1,037,476)       (261,430)        (1,298,906)
Abnormal Items                                                                     713,254            713,254
                                              -----------------------------------------------------------------
Net profit/(loss) before tax                       246,832      (1,910,776)       (607,217)        (2,271,161)
Taxation                                                 -               -           -                      -
                                              -----------------------------------------------------------------
Net profit/(loss) after tax                        246,832      (1,910,776)       (607,217)        (2,271,161)
                                              -----------------------------------------------------------------
Capital Asset additions                             46,985         133,576          31,856            212,417
Identifiable assets                              2,167,507       1,200,423       3,408,622          6,776,552

</TABLE>

NOTE 23: EVENTS SUBSEQUENT TO BALANCE SHEET DATE

With reference to the Exchange Proposal, the court order rendered by the Supreme
Court of Bermuda on May 25, 2001 was filed with the Registrar of Companies in
Bermuda on August 29, 2001. Shareholders in FLXM have been asked to return their
FLXM scrip so that they can be issued with TWC scrip.

With reference to the merger of FLXM with and into Flexemessaging Acquisition
Ltd, a wholly owned subsidiary of the Company, all necessary filing were made
and registered by the Bermudan Registrar of Companies on 18 October 2001. As of
18 October 2001, FLXM was deemed dissolved in the state of Idaho pursuant to
such filings with Flexemessaging Acquisition Ltd being the surviving
corporation.

                                       55
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--------------------------------------------------------------------------------

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, revenue from product sales and related installation
is recognizable on delivery and installation of the project. Under US GAAP,
revenue is recognizable from product sales and related installation only upon
customer acceptance after completion of the installation. The effect of the
above would be to reduce the net loss for the year ended June 30, 2000 by
$53,846.

b)     Under Canadian GAAP, when there is sale of shares in a subsidiary, to the
extent that the price per share exceeds the underlying net asset value per
share, this difference is recorded as a profit on sale of shares in the
Statement of Operations. Under US GAAP, this difference is not reflected as a
profit in the Statement of Operations, but as an increase to additional paid in
capital. The effect on the above would be to increase the net loss for the year
ended June 30, 2000 by $713,254.

c)     Under Canadian GAAP, cost related to corporate restructuring can be
charged directly to equity. Under US GAAP, this is not permissible and such
expenditure would be required to be charged to operating expense in the
consolidated statement of loss and comprehensive loss. The effect of the above
would be to increase the net loss for the year ended June 30, 2000 by $276,129.

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

<TABLE>
<CAPTION>
                                                                           JUNE 30, 2001         JUNE 30, 2000
                                                                           -------------         -------------
<S>                                                                          <C>                  <C>
Net profit/(loss) per Canadian GAAP                                          1,562,838             (2,045,313)
Adjustment of revenue recognition policy (a)                                         -                 53,846
Gain on sale of interest in subsidiary (b)                                           -               (713,254)
Costs charged directly to equity (c)                                                 -               (276,129)
Net profit per US GAAP                                                       1,562,838             (2,980,850)
Earnings/(loss) per share in accordance with US GAAP                              0.09                  (0.19)

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

                                                                           JUNE 30, 2001         JUNE 30, 2000
                                                                           -------------         -------------
Shareholders' equity/(deficit) per Canadian GAAP                               558,048             (1,126,725)
                                                                                     -                      -
Shareholders' equity/(deficit) per US GAAP                                     558,048             (1,126,725)

</TABLE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------

e)      In June 1998, the Financial Accounting Standards Board issued SFAS No.
133. "Accounting for Derivative Instruments and Hedging Activities". SFAS No.
133 requires companies to recognize all derivatives contracts as either assets
or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change SFAS No. 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. Based on its
current and planned future activities relative to derivative instruments, the
Company believes that the adoption of SFAS No. 133 will not have a significant
effect on its financial statements.

f)      On December 3, 1999, the SEC issued Staff Accounting Bulletin 101 ("SAB

101 "), Revenue Recognition in Financial Statements. SAB 101 summarizes some of
the SEC's interpretations of the application of generally accepted accounting
principles to revenue recognition. Revenue recognition under SAB 101 was
initially effective for the Company's first quarter 2000 financial statements.
However, SAB 101B, which was released June 26, 2000, delayed adoption of SAB 101
until no later than the fourth quarter of fiscal year ending June 30, 2001.
Changes

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

resulting from SAB 101 require that a cumulative effect of such changes for 1999
and prior years be recorded as an adjustment to net income on July 1, 2000. The
Company believes that its revenue recognition practices are in substantial
compliance with SAB 101 and that adoption of its provisions would not be
material to its annual or quarterly results of operations.

g) 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.
The stock options issued to consultants are accounted for under the provisions
of SFAS 123, "Accounting for Stock Based Compensation".

                                       57
<PAGE>






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



                       REPORT FOR YEAR ENDED JUNE 30, 2000





                                       58
<PAGE>


BDO        BDO INTERNATIONAL           Level 23, 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, 2000 and the related consolidated
statements of income and accumulated deficit and cash flows for the years ended
June 30, 2000 and l999. 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, 2000 and the consolidated results of
their operations and their cash flows for the years ended June 30, 2000 and 1999
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 1c to the
financial statements, the Company has suffered recurring losses from operations
and has a net working capital deficiency that raise substantial doubt about its
ability to continue as a going concern. 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 21) 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
September 28, 2000, except for Note 21 for               CHARTERED ACCOUNTANTS
which the date is January 16, 2001


                                        Liability is limited by the Accountants'
                                                      Scheme pursuant to the NSW
                                                 Professional Standards Act 1994

                                       59
<PAGE>


         The Company has two divisions: Voice & Data Systems is a specialist
supplier and integrator of voice communication systems and decision support
applications for dealing rooms, emergency services and other organizations with
mission-critical needs. Flexemessaging operates an enhanced fax and email
broadcast service. Flexemessaging specializes in quality fax broadcasts
generated from customers' desktops for delivery to any destination in the world.

SCHEDULE A        FINANCIAL INFORMATION
----------        ---------------------

Audited financial statements follow


                                       60
<PAGE>


TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
(Expressed in Australian Dollars)
<TABLE>
<CAPTION>
                                                              NOTE      30 JUNE              30 JUNE
                                                                         2000                  1999
---------------------------------------------------------------------------------------------------------
                                                                           $                     $
ASSETS
CURRENT
<S>                                                          <C>     <C>                 <C>
         Cash                                                  4        3,177,426             325,758
         Receivables                                           5        2,523,046           2,786,962
         Inventory                                             6          498,252           1,162,459
                                                                     ---------------     ----------------
                                                                        6,198,724           4,275,179
                                                                     ---------------     ----------------

CAPITAL ASSETS                                                 7          554,237           1,539,835
GOODWILL                                                       8             --                14,518
OTHER                                                          9           23,591              31,394
                                                                     ---------------     ----------------
                                                                          577,828           1,585,747
                                                                     ---------------     ----------------
                                                                        6,776,552           5,860,926

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT

         Accounts payable                                     10        4,901,777           3,586,667
         Deferred Revenue                                     11        1,772,064             678,412
         Current portion of lease obligations                 12           18,114              47,802
         Income taxes payable                                                --                   169
                                                                     ---------------     ----------------
                                                                        6,691,955           4,313,050
                                                                     ---------------     ----------------
NON CURRENT

    Loan payable                                              13          962,692             530,213
         Non current portion of lease obligations             12           15,057              33,171
         Employee entitlements payable                                    233,573             200,840
                                                                     ---------------     ----------------
                                                                        1,211,322             764,224
                                                                     ---------------     ----------------
TOTAL LIABILITIES                                                       7,903,277           5,077,274
                                                                     ---------------     ----------------

         Non-controlling Interest                                            --                93,431

SHAREHOLDERS' EQUITY

         Share Capital                                        14        1,085,533           1,081,840
         Reserves                                             15        4,380,377           4,155,703
         Accumulated deficit                                           (6,592,635)         (4,547,322)
                                                                     ---------------     ----------------
                                                                       (1,126,725)            690,221
                                                                     ---------------     ----------------

                                                                        6,776,552           5,860,926
</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/ A. C. Walton
------------------------                                ----------------------
    N.R. BIRD                                               A.C. WALTON

                                       61
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
(Expressed in Australian Dollars)
<TABLE>
<CAPTION>
                                                 NOTE           30 JUNE              30 JUNE
                                                                 2000                  1999
------------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>
SALES                                                       $ 17,435,304          $ 14,162,525
LESS:
COST OF GOODS SOLD
         Opening inventory                                     1,162,459             1,350,219
         Purchases                                             8,925,679             6,286,140
                                                            --------------      ----------------
                                                              10,088,138             7,636,359
         Closing inventory                                      (498,252)           (1,162,459)
                                                            --------------      ----------------
                                                               9,589,886             6,473,900

         Network costs                                           410,515               997,001
                                                            --------------      ----------------
                                                              10,000,401             7,470,901


GROSS PROFIT                                                   7,434,903             6,691,624


EXPENSES                                                       8,967,194             9,304,643
                                                            --------------      ----------------
LOSS FROM OPERATIONS                               16         (1,532,291)           (2,613,019)

Other income/(expense)
    Gain on sale of interest in subsidiary          2            713,254             1,111,428
         Reorganisation costs                       3         (1,298,906)                --
         Interest paid
                  - leases                                        (5,590)                --
                  - loans - short term                          (176,434)              (97,338)
         Interest received                                        28,806                23,326
                                                            --------------      ----------------

LOSS FOR THE YEAR BEFORE TAX                                  (2,271,161)           (1,575,603)

Income tax expense                                 17             --                     --
                                                            --------------      ----------------

NET LOSS AFTER TAX BEFORE NON                                 (2,271,161)           (1,575,603)
    CONTROLLING INTERESTS

Non controlling interests in net loss                            225,848               201,007
                                                            --------------      ----------------

NET LOSS                                                      (2,045,313)           (1,374,596)


Accumulated deficit at beginning of the year                  (4,547,322)           (3,172,726)


                                                            --------------      ----------------
Accumulated deficit at the end of the year                    (6,592,635)           (4,547,322)
                                                            --------------      ----------------

</TABLE>

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

                                       62
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOW
(Expressed in Australian Dollars)
<TABLE>
<CAPTION>
                                                                    30 JUNE                 30 JUNE
                                                                      2000                    1999
-----------------------------------------------------------------------------------------------------
                                                                       $                        $
CASH (USED) BY:

OPERATING ACTIVITIES
Operations

<S>                                                                 <C>                  <C>
         Net loss for the year                                      (2,045,313)          (1,374,596)
         Items not involving cash:
                  Amortisation                                         578,471              774,887
        Non controlling interests in net loss                         (225,848)            (201,007)
        Write down of fixed assets                                     641,865                   --
        Gain on sale of interest in subsidiary                        (713,254)           1,111,428)
                                                                 ---------------       --------------
                                                                    (1,764,079)          (1,912,144)
         Increase/(decrease) from changes in:
                  Accounts receivable                                  263,916              654,965
                  Inventory                                            664,207              187,760
                  Accounts payable and deferred                      2,408,762           (2,092,413)
                     revenue
         Employee entitlement payable                                   32,733               22,271
                  Income taxes                                            (169)                 (21)
                                                                 ---------------       --------------
                                                                     3,369,449           (1,227,438)
INVESTING ACTIVITIES
         Investments in:
                  - Capital assets                                    (212,417)            (550,317)
                                                                 ---------------       --------------
                                                                      (212,417)            (550,317)
FINANCING ACTIVITIES
         Loan raised                                                   432,479              530,213
         Loans repaid                                                   --                        -
         Lease liabilities (repaid)/raised                             (47,802)              48,948
         Proceeds on issue of convertible debt                          --                1,233,003
         Proceeds on sale of shares of subsidiary                    1,074,038            1,098,331
                                                                 ---------------       --------------
                                                                     1,458,715            2,910,495

INCREASE IN CASH                                                     2,851,668             (779,404)
Cash at beginning of year                                              325,758            1,105,162
                                                                 ---------------       --------------
CASH AT END OF YEAR                                                  3,177,426              325,758

Supplementary Information

    Interest received                                                   28,806               23,326
    Interest paid                                                      182,024               97,338
    Income taxes paid                                                     --                     --

</TABLE>

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

                                       63
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------

NOTES ON THE FINANCIAL STATEMENTS

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

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.   ORGANISATION

         Trade Wind Communications Limited ("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. The majority of sales to
date have concentrated in Australia and South East Asia, however with the
expansion of communication services to Europe and North America, the Group is
developing a global profile.

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

         These financial statements present comparative figures for the Group
for the years ended 30 June 2000 and 30 June 1999.

B.   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.

C.   GOING CONCERN

         The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realisation of assets and the satisfaction
of liabilities and commitments in the normal course of business.

         The company has incurred cumulative losses to date of $6,592,365 which
includes a net loss for the current period of $2,045,313. The continuation of
the company is dependent upon the continuing availability of operating and long
term financing and achieving a profitable level of operations.

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 amortised on a straight-line basis over a period of 10 years. The
balances are reviewed annually and any balance representing future benefits, the
realisation of which is considered to be no longer probable, is written off.

E.   INVENTORIES

         Inventories are measured at the lower of cost and net realisable 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.

                                       64
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------

F.   INCOME TAX

         Income tax expense is recorded using the deferral method for accounting
for income taxes. Deferred taxes arise as a result of income and expenses being
recorded in different periods for accounting and tax purposes.

G.   CAPITAL ASSETS

         Capital assets are recorded at cost. Amortisation 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 amortised over the term of the
lease. Trademarks and customer lists are amortised on a straight-line basis over
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 amortised on a straight line basis over
the period in which the related benefits are expected to be realised. No
development costs have been deferred in these accounts.

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 recognised on a percentage of completion
basis but finalisation, 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 6).

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 short-term assets and
liabilities, whether realised or unrealised, 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 2000                                          0.887
              1 July 1999 - 30 June 2000                 0.926
              30 June 1999                                          0.965
              1 July 1998 - 30 June 1999                 0.921

L.   FINANCIAL INSTRUMENTS

         The Company's and the Group's financial instruments consist of cash,
receivables, accounts payable, loans

                                       65
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------

payable, lease obligations 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 which required management to make significant estimates and
assumptions in determining carrying values include plant and equipment and all
other non-current assets.

N.   CASH FLOW STATEMENT

         Effective, June 30, 2000, the company adopted the new recommendations
of the Canadian Institute of Chartered Accountants for Cash Flow Statements. As
a result, the comparative amounts on the cash flow statement have been
reclassified to conform to the current year's presentation.

O.   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.

NOTE 2: ACQUISITION OF GROUP

         A. On 18 December 1996, Trade Wind Communications Limited entered into
an agreement with the Shareholders of Trade Wind Group Pty Ltd whereby it
acquired all of the outstanding shares of the Group in exchange for 7,488,800
ordinary shares of the Company, the transaction has been accounted for as a
Reverse Takeover. The Group is in the same business as the Company. The
financial position of Trade Wind Communications Limited as at 18 December 1996
is summarised as follows:

                                     30 JUNE                30 JUNE
                                       2000                   1999
                                     -------                --------
                                        $                      $

         Tangible Assets                                     315,000
         Liabilities                                            --
                                                             315,000

         B. On June 16, 1998, Trade Wind Communications Limited entered into an
agreement with Atlantic International Capital Holdings Ltd. ("AICH") to present
Trade Wind Communications Limited with a US public shell company or target for
the possibility of merger allowing Trade Wind Communications the opportunity to
enter the US market and have an avenue to US capital funds. On February 5, 1999,
Trade Wind Communications Limited entered into a business combination agreement
with Flexemessaging.com, Inc. and AICH to allow Trade Wind Communications to
sell all of its business assets consisting of the stock of Trade Wind Group Pty
Ltd to in exchange for 8.8 million shares of its common stock and to have AICH
raise capital and of US$3,660,000 through private placements of
Flexemmesaging.com, Inc. common stock. This transaction was completed on or
about 26 March 1999, and has been accounted for as a reverse take-over.

         Flexemessaging.com, Inc. is incorporated under the laws of Idaho. Its
shares were traded on the Over the Counter Bulletin Board market until April
2000 and are now traded in the pink sheets. These shares are not registered with
the US Securities and Exchange Commission or the securities commission of any
state.

                                       66
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------

         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:

                                     30 JUNE                30 JUNE
                                       2000                   1999
                                     -------                --------
                                        $                      $
         Tangible Assets                                       --
         Liabilities                                           --


ISSUE AND SALE OF SHARES TO MINORITY INTERESTS

         During the year a profit of $713,254 was derived from the sale of
100,000 shares of Flexemessaging.com, Inc. and from the cancellation of 93,410
shares previously issued for no compensation to AICH based on services that were
to be rendered by AICH in the future which were not rendered. As a result, these
shares have been shown as fully paid shares in Flexemessaging.com, Inc.

NOTE 3: REORGANISATION COSTS

         Management has undertaken a plan of reorganisation in order to align
the FlexiFax Division with the future strategic direction.

         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. 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.

         FlexiFax will still provide enhanced fax and email broadcast services
to their existing customers, namely Australia and New Zealand, which comprise
92% of the segment's revenue. 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) will not be continued.

         In addition to this, on December 16, 1999 Trade Centre Systems Holdings
Pte Ltd ("TCSH"), an indirectly wholly owned subsidiary of the Company,
operating in Singapore entered into an agreement with Jebsen and Jessen
Communications Pte Ltd ("J&J"). Under the agreement TCSH has transferred its
Voice & Data business to J&J in return for revenue based commissions on sales
and maintenance through to October 31, 2000. J&J have agreed to offer employment
to certain of the employees of TCSH. TCSH has agreed to provide J&J with certain
stock and spare parts in order to perform the maintenance function as well as
providing client site configuration details. This agreement relates to the
transfer/disposal of a geographical portion of a segment and does not constitute
a discontinued operation. This transfer will not have a material impact on the
performance of the Company as the anticipated commission revenue stream
represents less than 5% of the Company's total revenues.

         In July 1999, the Company ceased activities in relation to sales and
distribution of Dictaphone dictation products. This decision was taken, as this
activity was not aligned to the core competence of the Voice & Data Systems
Division of the Company, which is voice and data systems integration. The
Company still continues to sell and support Dictaphone logging and call
recording systems. This will not have a material impact on the overall


                                       67
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------

performance of the Company as the earnings contribution from this activity was
negligible.

         Reorganisation costs have been charged to the Consolidated Statement of
Income and Accumulated Deficit as follows:

        Fax delivery network closure                              $ 1,037,476
        Cessation of sales and distribution of dictation              261,430
        equipment                                                 ------------
                                                                    1,298,906
                                                                  ------------
NOTE 4: CASH

(Expressed in Australian Dollars)
                                               30 JUNE              30 JUNE
                                                 2000                 1999
------------------------------------------------------------------------------
                                                  $                      $
        Cash at bank and on deposit           3,174,426               314,151
        Cash on hand                              3,000                11,607
                                           --------------         ------------
                                              3,177,426               325,758
                                           --------------         ------------

NOTE 5: RECEIVABLES

                                               30 JUNE              30 JUNE
                                                 2000                 1999
------------------------------------------------------------------------------
                                                   $                     $
        Trade debtors                         2,222,334             2,412,386
        Other debtors                           300,712               374,576
                                           ---------------        ------------
                                              2,523,046             2,786,962
                                           ---------------        ------------

        In September 1997, the company arranged a working capital-based
        facility with Scottish Pacific Business Finance Limited in respect of
        the Australian domiciled customers of Flexemessaging 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 6: INVENTORY
                                               30 JUNE              30 JUNE
                                                 2000                 1999
------------------------------------------------------------------------------
                                                   $                     $
        Finished goods                          335,380               466,673
        Work in progress                        162,872               695,786
                                              -----------         -----------
                                                498,252             1,162,459
                                              -----------         -----------

NOTE 7: CAPITAL ASSETS
                                               30 JUNE              30 JUNE
                                                 2000                 1999
-------------------------------------------------------------------------------
                                                   $                     $
        (a)   Owned
              Plant and Equipment - at cost   2,036,232             4,057,438
              Less accumulated amortisation  (1,537,132)           (2,594,809)
                                             ------------         ------------
                                                499,100             1,462,629
                                             ------------         ------------
        (b)   Leased
              Leased Plant and Equipment -
              Capitalised lease assets          335,020               335,020
              Less accumulated amortisation    (279,883)             (257,814)
                                             ------------         ------------
                                                 55,137                77,206
                                             ------------         ------------

                                       68
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------

        Total
        Cost                                  2,371,252             4,392,458
        Less accumulated amortisation        (1,817,015)           (2,852,623)
                                             ------------         ------------
        Cost less accumulated amortisation      554,237             1,539,835
                                             ============         ============

NOTE 8: GOODWILL

                                               30 JUNE              30 JUNE
                                                 2000                 1999
------------------------------------------------------------------------------
                                                   $                     $
        Goodwill                                173,268               173,268
        Less accumulated amortisation          (173,268)             (158,750)
                                             ------------         ------------
                                                  --                   14,518
                                             ============         ============

NOTE 9: OTHER NON CURRENT ASSETS

                                               30 JUNE              30 JUNE
                                                 2000                 1999
-------------------------------------------------------------------------------
                                                   $                     $
        Trademarks, customer lists               40,232                40,232
        Less accumulated amortisation           (16,641)               (8,838)
                                             ------------         ------------
                                                 23,591                31,394
                                             ============         ============

NOTE 10: ACCOUNTS PAYABLE

                                               30 JUNE              30 JUNE
                                                 2000                 1999
-------------------------------------------------------------------------------
                                                   $                     $
        Bank overdraft                             --                  44,279
        Trade creditors - general             3,515,634             2,347,767
        Sundry creditors and accruals         1,092,194               889,812
        Employee entitlements                   293,949               304,809
                                             ------------         ------------
                                              4,901,777              3,586,667
                                             ============         ============

NOTE 11: 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.

                                       69
<PAGE>

TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2000
--------------------------------------------------------------------------------

NOTE 12: LEASE LIABILITIES
<TABLE>
<CAPTION>
                                                                          30 JUNE              30 JUNE
                                                                            2000                 1999
--------------------------------------------------------------------------------------------------------
                                                                             $                    $
(a)  Finance Leasing Commitments

     Payable
<S>                                                                        <C>                 <C>
     - not later than one year                                             18,200              47,969
     - later than one year but not later than 2 years                      15,129              18,200
     - later than 2 years but not later than 3 years                       --                  15,129
                                                                        -----------          ----------
     Minimum lease payments                                                33,329              81,298

     Less future finance charges                                              158                 325
                                                                        -----------          ----------
     Total lease liability                                                 33,171              80,973
                                                                        ===========          ==========

         Current portion                                                   18,114               47,802
         Non-current portion                                               15,057               33,171
                                                                        -----------          ----------
                                                                           33,171               80,973
                                                                        ===========          ==========

   Finance lease liabilities are collateralised by
     the underlying lease assets.

(b)  Operating Lease Commitments

     Non-cancellable operating leases contracted for
        but not capitalised in the accounts

     Payable

     - not later than one year                                            675,835               537,089
     - later than one year but not later than 2 years                      17,981               679,105
     - later than 2 years but not later than 3 years                         --                  17,981
                                                                          693,816             1,234,175
</TABLE>

NOTE 13: LOAN PAYABLE

         This represents loans granted by Perpetual Trustees Victoria Limited.
These loans are collateralized over the personal property of Nicholas Rowland
Bird and Arthur Christopher Walton. The loans are repayable by 15 October 2020
or earlier at the option of the company. Interest is set at the Australian Bank
Bill Rate and varies according to fluctuations thereon. The indicative annual
interest rate at 30 June 2000 was 8.40%.

                                       70
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--------------------------------------------------------------------------------

NOTE 14: SHARE CAPITAL
<TABLE>
<CAPTION>
                                                   30 JUNE         30 JUNE       30 JUNE        30 JUNE
                                                     2000           1999           2000          1999
                                                  NUMBER OF       NUMBER OF
                                                    SHARES         SHARES

------------------------------------------------------------------------------------------------------------
                                                                                   $                    $
(Expressed in Australian Dollars
except for the number of shares)
Authorised:

5,000,000,000 Common shares with a par
value of US$0.01
<S>                                              <C>            <C>            <C>              <C>
Issued:
Balance, beginning of year                       15,442,951     13,856,487     1,081,840          1,057,766
Shares issued under private placement               600,000        150,000         3,693              --
Conversion of convertible notes                       --         1,586,464         --                24,074
                                                 -----------    -----------    -----------      ------------
Balance, end of year                             16,042,951     15,442,951     1,085,533          1,081,840
                                                 ===========    ===========    ===========      ============

</TABLE>

On March 20, 2000, A$504,496 was received in exchange for the issuance of
600,000 common shares at a price of C$0.75 per share.

    POOLED SECURITIES

    POOLED SHARES

         Pursuant to a voluntary pooling agreement certain of the shareholders
delivered to Pacific Corporate Trust Company a total of 2,750,000 (1999:
3,850,000) common shares to be held in a pool and to be released on the
following basis:

     1.   28,57% to be released May 12, 2001
     2.   the remaining 71,43% to be released May 12, 2002

NOTE 15: RESERVES
                                                 30 JUNE               30 JUNE
                                                   2000                  1999
-------------------------------------------------------------------------------
                                                    $                     $

SHARE PREMIUM ACCOUNT

Balance, beginning of year                        4,155,703          3,254,309
600,000 shares issued  at CAN$0.75                  500,803              --
Conversion of convertible notes                       --             1,208,929
Less: Corporate restructuring costs                (276,129)          (307,535)
                                                 -----------        ------------
Balance end of year                               4,380,377          4,155,703
                                                 -----------        ------------

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

NOTE 16:   LOSS FROM OPERATIONS

Loss from operations before income tax has been determined after charging

(Expressed in Australian Dollars)

                                                 30 JUNE            30 JUNE
                                                   2000               1999
--------------------------------------------------------------------------------
                                                    $                   $
     Amortisation
        - owned assets                           534,406             741,303
        - leased assets                           22,069              10,013
        - goodwill                                14,158              17,328
        - trademarks, customer lists               7,838               6,243
     Bad  debts                                       --              95,339

NOTE 17:   INCOME TAX EXPENSE

Estimated tax losses available to the group to be carried forward to future
years amount to $11,676,353 (1999: $9,842,381). 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 realising
          the benefit from the deduction for the loss.

NOTE 18:   DIRECTORS' EMPLOYMENT CONTRACTS

         The Company has entered into employment agreements requiring minimum
annual payments of $240,000. The initial term of the employment agreements will
be for three years and will continue in force thereafter until terminated by
either party on three months' notice. The employment agreements may be
terminated by either party after the expiration of one year provided six months'
written notice is given. The Company may terminate the employment agreements at
any time upon the occurrence of certain stated events. If the Company wishes to
terminate the employment agreements without giving the required notice, the
Company is required to pay the affected Executive Officer an amount equal to his
aggregate annual compensation for either the succeeding or the preceding 12
month period, whichever is greater.

NOTE 19:   OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES

Stock Options

         The Company has granted 1,461,121 (1999: 1,355,321) options to purchase
common shares exercisable at CAN$1.25 expiring on August 12, 2002, May 20, 2003
and September 1, 2003 and at CAN$0.625 expiring on February 22, 2005 and April
6, 2005.

NOTE 20:   SEGMENTED FINANCIAL INFORMATION

         The Company operates two business divisions, Voice & Data Systems and
Flexemessaging Global Services. Voice & 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 Global Services operates an enhanced fax broadcast system. It is
not considered necessary to show geographic segmented financial information as
on a materiality basis as international revenue presently represents less than
10% of the Company's total revenue and all other income has been generated from
Australia. Segmented financial information for these two divisions follows:

                                       72
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--------------------------------------------------------------------------------

FOR THE YEAR ENDING 30 JUNE 2000
<TABLE>
<CAPTION>
                                          VOICE & DATA      FLEXEMESSAGING        HEAD OFFICE       CONSOLIDATED

                                        --------------------------------------------------------------------------
<S>                                        <C>                 <C>                <C>                 <C>
Revenue from external customers            11,651,855          5,638,074               --             17,289,929

Amortisation                                  135,636            342,006             100,829             578,471
                                        --------------------------------------------------------------------------
Segment operating profit/(loss)               283,716           (809,141)         (1,006,866)         (1,532,291)

Interest expense                              (44,219)           (68,591)            (69,214)           (182,024)
Interest revenue                                7,335              4,432              17,039              28,806
Reorganisation costs                                          (1,037,476)           (261,430)         (1,298,906)
Abnormal items                                   --                --                713,254             713,254
                                        --------------------------------------------------------------------------
Net profit/(loss) before tax                  246,832         (1,910,776)           (607,217)         (2,271,161)

Taxation                                        --                 --                  --                 --
                                        --------------------------------------------------------------------------
Net profit/(loss) after tax                   246,832         (1,910,776)           (607,217)         (2,271,161)
                                        --------------------------------------------------------------------------
Capital Asset additions                        46,985            133,576              31,856             212,417
Identifiable assets                         2,167,507          1,200,423           3,408,622           6,776,552

FOR YEAR ENDING 30 JUNE 1999

Revenue from external customers             8,667,060          5,495,465               --             14,162,525
Amortisation                                  201,131            485,308              88,448             774,887
                                        --------------------------------------------------------------------------
Segment operating profit/(loss)               162,495         (2,186,531)           (588,983)         (2,613,019)

Interest expense                                  (57)           (63,401)            (33,880)            (97,338)
Interest revenue                               17,471              2,820               3,035              23,326
                                                                                   1,111,428           1,111,428
                                        --------------------------------------------------------------------------
Net profit/(loss) before tax                  179,909         (2,247,112)            491,600          (1,575,603)

Taxation                                        --                 --                  --                 --
                                        --------------------------------------------------------------------------
Net profit/(loss) after tax                   179,909         (2,247,112)            491,600          (1,575,603)
                                        --------------------------------------------------------------------------
Capital Asset additions                       159,260            391,057               --                550,317
Identifiable assets                         3,681,002          1,784,774             395,150           5,860,926

</TABLE>

NOTE 21:   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, revenue from product sales and related installation
is recognizable on delivery and installation of the project. Under US GAAP,
revenue is recognizable from product sales and related installation only upon
customer acceptance after completion of the installation. The effect of the
above would be to reduce the net loss for the years ended June 30, 2000 and June
30, 1999 by $53,846 and $125,189 respectively.

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

b)      Under Canadian GAAP, no accounting recognition is given if convertible
debt is issued at a discount to the market price at the time of the issue. Under
US GAAP, to the extent that the convertible debt has been issued with beneficial
conversion terms, than the debt discount which equates to the amount that the
market price exceeds the conversion price must be charged as an interest expense
to the Statement of Operations. The effect of the above would be to increase the
net loss for the year ended June 30, 1999 by $379,936.

c)      Under Canadian GAAP, when there is sale of shares in a subsidiary, to
the extent that the price per share exceeds the underlying net asset value per
share, this difference is recorded as a profit on sale of shares in the
Statement of Operations. Under US GAAP, this difference is not reflected as a
profit in the Statement of Operations, but as an increase to additional paid in
capital. The effect on the above would be increase the net loss for the year
ended June 30, 2000 and 1999 by $713,254 and $1,111,428 respectively.

d)      Under Canadian GAAP, no expense is recorded on granting of performance
shares. Under US GAAP, Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock Based Compensation", requires the Company to record
the expense using the fair value based method describe therein. For the year
ended June 30, 1999, SVI issued 600,000 performance shares to AICH for no
consideration. The value assigned to these shares is based upon arm's length
transactions that occurred at approximately the same time as the AICH issuance
and provides an insight as to the market value of the securities. The effect of
the above would be to increase the net loss for the year ended June 30, 1999 by
$2,380,952, which is represented by the issuance of 600,000 shares at US$2.50
per share.

e)      Under Canadian GAAP, cost related to corporate restructuring can be
charged directly to equity. Under US GAAP, this is not permissible and such
expenditure would be required to be charged to operating expense in the
consolidated statement of loss and comprehensive loss. The effect of the above
would be to increase the net loss for the years ended June 30, 2000 and June 30,
1999 by $276,129 and $307,535 respectively.

f)      The impact of the above-noted differences on the Statement of Operations
is as follows:
<TABLE>
<CAPTION>
                                                      JUNE 30, 2000            JUNE 30, 1999
                                                      -------------            -------------
<S>                                                     <C>                     <C>
Net loss per Canadian GAAP                              (2,045,313)             (1,374,596)
Adjustment of revenue recognition policy (a)                53,846                 125,189
Adjustment on issue of convertible debt (b)                      -                (379,936)
Gain on sale of interest in subsidiary (c)                (713,254)             (1,111,428)
Stock based compensation (d)                                      -             (2,380,952)
Costs charged directly to equity (e)                      (276,129)               (307,535)
Net loss per U.S. GAAP                                  (2,980,850)             (5,429,258)
Loss per share in accordance with US GAAP                    (0.19)                  (0.39)

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

                                                      JUNE 30, 2000            JUNE 30, 1999
                                                      -------------            -------------

Shareholders' equity/(deficit) per Canadian GAAP        (1,126,725)                690,221
Adjustment of revenue recognition policy                                          (53,845)
Shareholders' equity per U.S. GAAP                      (1,126,725)                636,376

</TABLE>

g)      In June 1998, the Financial Accounting Standards Board issued SFAS No.
133. "Accounting for Derivative Instruments and Hedging Activities". SFAS No.
133 requires companies to recognize all derivatives contracts as either assets
or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change SFAS No. 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. Based on its
current and planned future activities relative to derivative instruments, the
Company believes that the adoption of SFAS No. 133 will not have a significant
effect on its financial statements.

h)     On December 3, 1999, the SEC issued Staff Accounting Bulletin 101 ("SAB
101 "), Revenue Recognition in Financial Statements. SAB 101 summarizes some of
the SEC's interpretations of the application of generally

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

accepted accounting principles to revenue recognition. Revenue recognition under
SAB 101 was initially effective for the Company's first quarter 2000 financial
statements. However, SAB 101B, which was released June 26, 2000, delayed
adoption of SAB 101 until no later than the fourth quarter of fiscal year ending
June 30, 2001. Changes resulting from SAB 101 require that a cumulative effect
of such changes for 1999 and prior years be recorded as an adjustment to net
income on July 1, 2000. The Company believes that its revenue recognition
practices are in substantial compliance with SAB 101 and that adoption of its
provisions would not be material to its annual or quarterly results of
operations.

i)      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.
The stock options issued to consultants are accounted for under the provisions
of SFAS 123, "Accounting for Stock Based Compensation".

SCHEDULE B        SUPPLEMENTARY INFORMATION
----------        -------------------------

Securities issued during the period

         On March 20, 2000, A$504,496 was received in exchange for the issuance
of 600,000 common shares at a price of C$0.75 per share.

Authorised Capital at June 30, 2000

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

Issued Capital at June 30, 2000

16,042,951 Common shares with a par value of US$0.01

Summary of Options at June 30, 2000

         A total of 1,461,121 incentive stock options were outstanding at June
30, 2000 exercisable at prices of C$1.25 and C$0.625 per share. These options
expire on the dates that are the earlier of those as set out below and the 30th
day following the day on which the optionee ceases to be a director, senior
officer or employee of the Company or its related corporations.

<TABLE>
<CAPTION>

     NO OF OPTIONS        Date of Issue                       EXERCISE PRICE             DATE OF EXPIRY
     -------------        --------------                      --------------             --------------
      <C>                       <S>                              <C>                     <S>
      1,007,821                 August 12, 1997                   C$1.25                 August 12, 2002
         96,500                 May 20, 1998                      C$1.25                 May 20, 2003
         36,000                 September 1, 1998                 C$1.25                 September 1, 2003
        184,800                 February 22, 2000                 C$0.625                February 22, 2005
        136,000                 April 6, 2000                     C$0.625                April 6, 2005

</TABLE>

                                       75
<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

       1.4       Certificate of Amalgamation

       4.1       Plan of Exchange and Arrangement Agreement(3)

       4.2       Articles of Correction

       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


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.

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.

                                       76
<PAGE>

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.


                                       77