VISION GLOBAL SOLUTIONS INC.

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2003

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VISION GLOBAL SOLUTIONS INC.

TABLE OF CONTENT



Auditors' Report



CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Earnings

Consolidated Statement of Deficit

Consolidated Balance Sheet

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements



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Auditor's Report

To the Shareholders of

VISION GLOBAL SOLUTIONS INC.

I have audited the consolidated balance sheet of VISION
GLOBAL SOLUTIONS INC. as at March 31, 2003 and the consolidated statements of
earnings, comprehensive income (loss), deficit and cash flows for the year then
ended. These financial statements are the responsibility of the company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.

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

In my opinion, these consolidated financial statements
present fairly, in all material respects, the financial position of the company
as at March 31, 2003 and the results of its operations and its cash flows for
the year then ended in accordance with generally accepted accounting principles
in the United States.



Montreal, July 25, 2003

Gilles Héon Chartered Accountant

7421 St-Denis

Montréal, Qc Canada H2R 2E5

Téléphone: 514-270-0099 Fax: 514-270-3286

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Vision Global Solution Inc.

Consolidated Statement of Earnings for the year ended March 31,

|(in US $)                                                 |   | 2003       |   | 2002      
|--------------------------------------------------------- | - | ---------- | - | ----------
|                                                          |   |            |   |           
|Revenus                                                   |   |            |   |           
|Sales of software                                         | $ | 393,615    | $ | 203,692   
|Sales of services                                         |   | 658,986    |   | 887,357   
|                                                          |   |            |   |           
|                                                          |   | 1052601    |   | 1,091,049 
|                                                          |   |            |   |           
|Cost of sales                                             |   | 455,788    |   | 410,243   
|                                                          |   |            |   |           
|Gross Margin                                              |   | 596,813    |   | 680,806   
|                                                          |   |            |   |           
|Operating expenses                                        |   |            |   |           
|Selling                                                   |   | 183,852    |   | 194,110   
|Products
    enhancement                                  |   | 73,708     |   | 362,152   
|Administrative                                            |   | 385,620    |   | 645,381   
|Financial                                                 |   | 30,381     |   | 34,512    
|                                                          |   |            |   |           
|                                                          |   | 673,561    |   | 1,236,155 
|                                                          |   |            |   |           
|Loss from operations                                      |   | (76,748)   |   | (555,349) 
|                                                          |   |            |   |           
|Income taxes                                              |   |            |   |           
|Future                                                    |   |            |   | 195,094   
|                                                          |   |            |   |           
|                                                          |   |            |   |           
|Net loss                                                  | S | (76,748)   | $ | (750,443) 
|                                                          |   |            |   |           
|Net loss per share - Basic
    and diluted                |   | (0.002)    |   | (0030)    
|                                                          |   |            |   |           
|Weighted avreage number of
    shares - Basic and diluted |   | 31,995,825 |   | 24,596,942
|                                                          |   |            |   |           

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Vision Global Solution Inc.

Consolidated Statement of Deficit for the year ended March 31

|(in US $)                          |   | 2003        |   | 2002       
|---------------------------------- | - | ----------- | - | -----------
|                                   |   |             |   |            
|Balance, beginning of the
    year | $ | (1,574,360) | $ | (823,917)  
|                                   |   |             |   |            
|Net loss                           |   | (76,748)    |   | (750,443)  
|                                   |   |             |   |            
|Balance, end of year               | $ | (1,651,108) | $ | (1,574,360)
|                                   |   |             |   |            

Consolidated Statement of Comprehensive Loss for the year ended March 31

|                                                                |   | 2003      |   | 2002     
|--------------------------------------------------------------- | - | --------- | - | ---------
|                                                                |   |           |   |          
|Net loss                                                        | $ | (738,938) | $ | (750,443)
|                                                                |   |           |   |          
|                                                                |   |           |   |          
|Unrealizedforcing
    currency gains (losses) during the period |   | 14,801    |   | 11,505   
|                                                                |   |           |   |          
|                                                                | $ | (724,137) | $ | (738,938)
|                                                                |   |           |   |          

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Vision Global Solution Inc.

Consolidated Balance Sheet as at March 31

|                                                        |   | 2003        |   | 2002       
|------------------------------------------------------- | - | ----------- | - | -----------
|(in US $)                                               |   |             |   |            
|                                                        |   |             |   |            
|Current assets                                          |   |             |   |            
|Cash                                                    | $ | 1,658       | $ | 17,382     
|Accounts receivable                                     |   | 189,534     |   | 132,815    
|Current portion of note
    receivable                  |   | 11,870      |   | 22,041     
|                                                        |   |             |   |            
|                                                        |   | 203,062     |   | 172,238    
|                                                        |   |             |   |            
|                                                        |   | -           |   | 11,870     
|Note receivable (Note 4)                                |   |             |   |            
|                                                        |   |             |   |            
|Fixed assets (Note 5)                                   |   | 80,418      |   | 98,890     
|                                                        | $ | 283,480     | $ | 282,998    
|                                                        |   |             |   |            
|                                                        |   |             |   |            
|Current liabilities                                     |   |             |   |            
|Bank loan (Note 7)                                      | $ | 19,163      | $ | 34,765     
|Accounts payable                                        |   | 281,065     |   | 280,329    
|                                                        |   |             |   | -          
|Income taxes payable                                    |   | 4,682       |   |            
|Deferred revenues                                       |   | 106,822     |   | 156,955    
|Current portion of obligations
    under capital leases |   | 8,886       |   | 15,190     
|Current portion of long-term
    debt                   |   | 67,851      |   | 26,354     
|                                                        |   |             |   |            
|                                                        |   | 488,470     |   | 513,593    
|                                                        |   |             |   |            
|                                                        |   |             |   |            
|Obligations under capital
    leases (Note 9)           |   | 615         |   | 8,867      
|Long-term debt (Note 10)                                |   | 288,999     |   | 294,437    
|Preferred Class "H" Shares
    (Note 11)                |   | 357,315     |   | 350,857    
|                                                        |   |             |   |            
|                                                        |   | 1,135,399   |   | 1,167,754  
|Shareholders' deficiency                                |   |             |   |            
|Capital-Stock (Note 13)                                 |   | 750,099     |   | 655,316    
|Deficit                                                 |   | (1,651,108) |   | (1,574,360)
|Accumulated other comprehensive
    income              |   | 49,089      |   | 34,288     
|                                                        |   |             |   |            
|                                                        |   | (851,919)   |   | (884,756)  
|                                                        |   |             |   |            
|                                                        | $ | 283,480     | $ | 282,998    
|                                                        |   |             |   |            



Administrateur



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VISION GLOBAL SOLUTIONS INC.

Consolidated Statement of Cash Flows for the year ended March 31,

|(in US $)                                            |   |           |   |          
|---------------------------------------------------- | - | --------- | - | ---------
|                                                     |   | 2003      |   | 2002     
|                                                     |   |           |   |          
|Operating activities                                 |   |           |   |          
|                                                     |   |           |   |          
|Net loss                                             | $ | (76,748)  | $ | (750,443)
|                                                     |   |           |   |          
|Items not requiring
    (providing) cash             |   |           |   |          
|                                                     |   |           |   |          
|Depreciation of fixed assets                         |   | 30,920    |   | 39,461   
|Research and development tax
    credits non granted |   | -         |   | 144,741  
|                                                     |   | -         |   | 195,094  
|Future income taxes                                  |   |           |   |          
|                                                     |   |           |   |          
|                                                     |   | (45,827)  |   | (371,147)
|                                                     |   |           |   |          
|Net change in non-cash working
    capital items     |   | (83,368)  |   | 243,669  
|                                                     |   | (129,195) |   | (127,478)
|                                                     |   |           |   |          
|                                                     |   |           |   |          
|Investing activities                                 |   |           |   |          
|                                                     |   |           |   |          
|Acquisition of fixed assets                          |   | (5,103)   |   | (965)    
|Note receivable                                      |   | 22,041    |   | (34,633) 
|                                                     |   |           |   |          
|                                                     |   | 16,938    |   | (35,598) 
|Financing activities                                 |   |           |   |          
|Bank loan                                            |   | (15,602)  |   | (132,536)
|Obligations under capital leases                     |   | (14,556)  |   | (17,039) 
|Long-term debt                                       |   | 36,059    |   | (104,661)
|Issuance of shares                                   |   | 90,632    |   | 252,358  
|                                                     |   |           |   |          
|                                                     |   | 96,533    |   | (1,878)  
|                                                     |   |           |   |          
|                                                     |   |           |   |          
|Effect of foreig currency
    transaction on cash    |   | (3,487)   |   | 6,269    
|                                                     |   |           |   |          
|Net increase (decrease) in
    cash                  |   | (15,724)  |   | (158,655)
|                                                     |   |           |   |          
|Cash, beginning of year                              |   | 17,382    |   | 176,037  
|                                                     |   |           |   |          
|Cash, end of year                                    | $ | 1,658     | $ | 17,382   
|                                                     |   |           |   |          



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VISION GLOBAL SOLUTIONS INC.

(US $)

Notes to Consolidated Financial Statements for the year ended March 31, 2003

1. Consolidated financial statements

These consolidated financial statements include the accounts of Vision Global
Solutions Inc. And its subsidiaries A.R.T.I. Vision Inc. and Vision/R4
Corporation (the Group).

2

a) Basis of presentation

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

b)

These consolidated financial statements include the accounts of Vision Global
Solutions Inc for the year ended March 31, 2003 and its wholly-owned
subsidiaries A.R.T.I. Vision Inc. And Vision/R4 Corporation for the year ended
March 31, 2003

c) Use of estimates

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

d) Revenue recognition

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

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

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

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

Product support and other services

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

e) Fixed assets

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

|                                   | Methods       | Period/Rates
|---------------------------------- | ------------- | ------------
|                                   |               |             
|Office furniture
    and equipment | Declining     | 20%         
|                                   | Declining     | 30%         
|Computer
    equipment             |               |             
|Leasehold
    improvements         | Straight-line | 3
    years 
|Software                           | Declining     | 30%         

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

f) Foreign currency transactions

Monetary assets and liabilities are translated at the rate of
exchange in effect at year-end. Other assets

3. Information on income

|                                                       |   | 2003   |   | 2002     
|------------------------------------------------------ | - | ------ | - | ---------
|                                                       |   |        |   |          
|                                                       | $ | 30,920 | $ | 39,461   
|Amortization on
    fixed assets                       |   |        |   |          
|                                                       | $ | 8,498  | $ | 34,512   
|Interest expenses                                      |   |        |   |          
|                                                       | $ | 15,101 | $ | (144,741)
|Research and
    development tax credits (not granted) |   |        |   |          

4. Note receivable

|                                                                 |   | 2003     |   | 2002    
|---------------------------------------------------------------- | - | -------- | - | --------
|                                                                 |   |          |   |         
|Note receivable
    repayable by monthly installments of $ 2,037 |   |          |   |         
|including
    principal and interest at 10 %. ,maturing          |   |          |   |         
|                                                                 | $ | 11,870   | $ | 33,911  
|September2003.                                                   |   |          |   |         
|                                                                 |   |          |   |         
|Current portion
    of note receivable                           |   | (11,870) |   | (22,041)
|                                                                 |   |          |   |         
|                                                                 | $ | -        | $ | 11,870  

6. Fixed assets

|                                    |           |         |         |              |        | 2003   |        | 2002  
|----------------------------------- | --------- | ------- | ------- | ------------ | ------ | ------ | ------ | ------
|                                    |           |         |         |              |        |        |        |       
|                                    |           |         |         | Accumulated  |        | Net    |        | Net   
|                                    |           | Cost    |         | depreciation |        | value  |        | value 
|                                    |           |         |         |              |        |        |        |       
|Tangible assets                     |           |         |         |              |        |        |        |       
|Office, furniture
    and equipment | $         | 33,728  | $       | 25,214       | $      | 8,514  | $      | 9,780 
|Computer
    equipment              |           | 154,468 |         | 129,302      |        | 25,166 |        | 32,937
|Leasehold
    improvements          |           | 10,843  |         | 10,843       |        |        |        | 410   
|                                    |           | 199,038 |         | 165,359      |        | 33,680 |        | 43,127
|                                    |           |         |         |              |        |        |        |       
|Assets under
    capital leases:    |           |         |         |              |        |        |        |       
|Office furniture
    and equipment  |           | 7,451   |         | 3,018        |        | 4,433  |        | 5,821 
|Computer
    equipment              |           | 66,203  |         | 39,737       |        | 26,466 |        | 34,745
|                                    |           | 73,654  |         | 42,755       |        | 30,899 |        | 40,566
|                                    |           |         |         |              |        |        |        |       
|Intangible
    assets:              |           |         |         |              |        |        |        |       
|Softwares                           |           | 80,929  |         | 65,090       |        | 15,840 |        | 15,197
|                                    |           |         |         |              |        |        |        |       
|                                    | $ 353,622 | $       | 273,204 | $            | 80,418 | $      | 98,890

7. Bank loan

The Company has credit facilities bearing interest at prime rate plus 1.75%,
secured by the trade accounts receivable and the endorsements of a director and
a company controlled by a director. The bank loan is renewable in August 2003.
The Company's subsidiaries have to maintain a combined working capital ratio of
at least 1:1 and a combined debt/equity ratio of 2.5 or less. As at March 31,
2003, the Company does not respect these ratios.



|9. Obligations
    under capital leases                               |   |         |   |         
|--------------------------------------------------------------------- | - | ------- | - | --------
|                                                                      |   |         |   |         
|                                                                      |   | 2003    |   | 2002    
|                                                                      |   |         |   |         
|Capital lease
    contract for the financing of computer equipment,   |   |         |   |         
|repayable by
    monthly installments of $ 1040 and one final payment |   |         |   |         
|of$ 3,153,
    bearing interest at 12.40%, maturing in June 2002      | $ | -       | $ | 5,233   
|Capital lease
    contracts for the financing of computer equipment,  |   |         |   |         
|repayable by
    monthly installments of $ 679, bearing interest at   |   |         |   |         
|16.95%, maturing
    in June 2003                                     |   | 5,190   |   | 12,898  
|                                                                      |   |         |   |         
|Capital lease
    contract for the financing of office furniture and  |   |         |   |         
|equipment,
    repayable by monthly installments of$ 124, bearing     |   |         |   |         
|interest at
    16.77%, maturing in june 2004                         |   | 2,021   |   | 3,361   
|                                                                      |   |         |   |         
|Capital lease
    contract for the financing of office furniture and  |   |         |   |         
|equipment,
    repayable by monthly installments of $ 101, bearing    |   |         |   |         
|interest at
    5.90%, maturing in May 2004                           |   | 1,546   |   | 2,642   
|                                                                      |   |         |   |         
|Capital lease
    contract for the financing of computer equipment,   |   |         |   |         
|repayable by
    monthly installments of$ 134 and one final payment   |   |         |   |         
|of$ 6, bearing
    interest at 16.80%, maturing in January 2004       |   | 1,462   |   | 3,091   
|Total amount of
    future minimum lease payments                     |   | 10,220  |   | 27,225  
|                                                                      |   |         |   |         
|Executory costs
    and interest included in the installments         |   | (718)   |   | (3,168) 
|                                                                      |   |         |   |         
|                                                                      |   | 9,501   |   | 24,057  
|                                                                      |   |         |   |         
|Current portion
    of obligations under capital leases               |   | (8,886) |   | (15,190)
|                                                                      |   |         |   |         
|                                                                      |   | 615     |   | 8,867   



|Future minimum
    payments under capital leases required in each of the next three years are
    as follows:
|-------------------------------------------------------------------------------------------------------------
|                                                                                                             
|2004                                                                                                         
|2005                                                                                                         



|9. Long-term debt                                                            |   | 2003     |   | 2002    
|---------------------------------------------------------------------------- | - | -------- | - | --------
|                                                                             |   |          |   |         
|                                                                             |   |          |   |         
|Loan of 282,946
    repayable in monthly instalments of 3,769 $, capital     |   |          |   |         
|and interest,
    beginning January 2003. The Company's subsidiaries         |   |          |   |         
|have to maintain
    a combined working capital ratio of 0.75 and a combined |   |          |   |         
|debt/equity ratio
    of 2.5 or less. As at March 31, 2003, the company      |   |          |   |         
|does not respect
    these ratios.                                           |   |          |   |         
|                                                                             |   |          |   |         
|                                                                             | $ | 168,335  | $ | 176,974 
|Loan of$ 31,275,
    repayable in monthly installments of$ 869, plus         |   |          |   |         
|interest at prime
    rate plus 3%, maturing in February 2003, secured by    |   |          |   |         
|computer
    equipment. The Company and a company under common               |   |          |   |         
|control have to
    maintain a combined working capital ratio of 1:1 or more |   |          |   |         
|and a debt/equity
    ratio of 2.5 or less. As at March 31, 2003, the debt'  |   |          |   |         
|equity ratio is
    not respected.                                           |   | -        |   |         
|                                                                             |   |          |   | 10,425  
|                                                                             |   |          |   |         
|Loan from a
    Director, non-interest bearing and no specific terms of      |   |          |   |         
|repayment.                                                                   |   | 7,098    |   | 7,729   
|                                                                             |   |          |   |         
|                                                                             |   |          |   |         
|Loan from
    Shareholders, non-interest bearing and no specific terms of    |   |          |   |         
|repayment.                                                                   |   | 57,360   |   |         
|                                                                             |   |          |   |         
|Loan of $ 63,715,
    non-interest bearing, repayable in four consecutive    |   |          |   |         
|equal annual
    installments, maturing September 2005.                      |   | 62,139   |   | 63,715  
|                                                                             |   |          |   |         
|                                                                             |   |          |   |         
|Loan from the
    parent company, non-interest bearing, no maturity date     |   |          |   |         
|and no specific
    terms of repayment, subordinated to the complete         |   |          |   |         
|repayment of all
    other obligations of the Company                        |   |          |   |         
|                                                                             |   | 61,919   |   | 61,948  
|                                                                             |   |          |   |         
|                                                                             |   | 356,851  |   | 320,791 
|                                                                             |   |          |   |         
|Current portion
    of long-term debt                                        |   | (67,851) |   | (26,354)
|                                                                             |   |          |   |         
|                                                                             |   |          |   |         
|                                                                             |   | 288,999  |   | 294,437 

Principal repayments required in each of the next five year are as follows:
2004, $67,791.24; 2005, $ 67,791; 2006, $55,441; 2007, $40,878; 2008, $39,939.

10. Preferred Class "H" shares

525,000 Class "H" shares of A.R.T.I. Vision Inc. with a fixed preferential
and cumulative dividend of 3% per annum calculated on the redual balance of the
preferred shares, starting March 2006. The shares are redeemable by monthly
installments of$ 5,950 ($ 0.68 per share) starting April 2008 folloing the
complete repayment of the loan from La Financiere du Québec (formely
Invertissement Québec).

13. Capital Stock

Authorized:

An unlimited number without par value of:

Class"A", voting and participating

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

|                                                     |   | 2003    |   | 2002   
|---------------------------------------------------- | - | ------- | - | -------
|                                                     |   |         |   |        
|Stated:                                              |   |         |   |        
|31,995,825 Class
    "A" shares (26,054,820 in 2002) | $ | 515,973 | $ | 425,421
|                                                     |   |         |   |        
|344,000 Class "D"
    shares                         |   | 234,126 |   | 229,895
|                                                     | S | 750,099 | $ | 655,316

The Company issued during the year 5,941,005 Class " A" shares for a total
cash consideration of $ 90,552.

15. Interest paid and income taxes (including research and development tax
credits)

|                                                                         |   | 2003   |   | 2002     
|------------------------------------------------------------------------ | - | ------ | - | ---------
|                                                                         |   |        |   |          
|                                                                         |   |        |   |          
|Interest paid                                                            | S | 46,617 | $ | 50,916   
|                                                                         |   |        |   |          
|Income taxes
    (including research and development tax credits) cashed | $ | -      | $ | (306,055)
|                                                                         |   |        |   |          

16 Financial instruments

a)

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

b) Interest rate risk

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

c) Currency risk

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

d)

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

17. Commitments

The Company's total obligations under the terms of leases expiring June 30,
2008 amount to $ 345,507 payable as follows over the next five years: 2004, $
77,791; 2005, $ 77,791; 2006, $ 80,092; 2207, $ 78,866. 2208, $ 30,967.

18. Related party transactions

During the year, the Company had the following transactions with related
companies:

|                                      |   | 2003 |   |   | 2002  
|------------------------------------- | - | ---- | - | - | ------
|                                      |   |      |   |   |       
|Company
    controlled by a director: |   |      |   |   |       
|                                      | $ |      | - | $ | 14,760
|Consulting fees                       |   |      |   |   |       

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

19. Comparatives figures

Certain comparatives figures have been reclassified to conform to 2003
presentation