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, 2002

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from __________ to __________

Commission file number:  000-32899

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

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

     Level 9, 220 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
                                                       --------------------

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

         None

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

         Common Stock, par value $0.01

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

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

           Yes   X                 No
                ---                    ---

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

 Item 17  X      Item 18      Incorporated by Reference to filings on Form 6K
         ---             ---                                                 ---


<PAGE>


                                TABLE OF CONTENTS

Introduction...................................................................1
Part I.........................................................................1
   Item 1.      Identity Of Directors, Senior Management And Advisers..........1
   Item 2.      Offer Statistics And Expected Timetable........................1
   Item 3.      Key Information................................................1
     Item 3A.   Selected Financial Data........................................2
     Item 3B.   Capitalization And Indebtedness................................3
     Item 3C.   Reasons For The Offer And Use Of Proceeds......................3
     Item 3D.   Risk Factors...................................................4
   Item 4.      Information On The Company....................................11
     Item 4A.   History And Development Of The Company........................11
     Item 4B.   Business Overview.............................................13
     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.............................................21
     Item 5B.   Liquidity And Capital Resources...............................25
     Item 5C.   Research And Development, Patents And Licenses, Etc...........26
     Item 5D.   Trend Information.............................................26
   Item 6.      Directors, Senior Management, And Employees...................27
     Item 6A.   Directors And Senior Management As Of The Date
                Of This Annual Report.........................................27
     Item 6B.   Compensation Aggregated Option/Sar Exercises
                During The Most Recently Completed Financial
                Year And Financial Year-End Option/Sar Values.................28
     Item 6C.   Board Practices...............................................31
     Item 6D.   Employees.....................................................32
   Item 7.      Major Shareholders And Related Party Transactions.............32
     Item 7A.   Major Shareholders............................................32
     Item 7B.   Related Party Transactions....................................32
     Item 7C.   Interests Of Experts And Counsel..............................33
   Item 8.      Financial Information.........................................33
   Item 9.      The Offer And Listing.........................................33
     Item 9A.   (4)  Price History............................................33
     Item 9C.   Markets.......................................................34
   Item 10.     Additional Information........................................34
     Item 10A.  Share Capital.................................................34
     Item 10B.  Memorandum And Articles Of Association........................34
     Item 10C.  Material Contracts............................................36
     Item 10D.  Exchange Controls.............................................36
     Item 10E.  Taxation......................................................37
     Item 10F.  Dividends And Paying Agents...................................41
     Item 10G.  Statement By Experts..........................................41
     Item 10H.  Documents On Display..........................................41
     Item 10I.  Subsidiary Information........................................41
   Item 11.     Quantitative And Qualitative Disclosures
                About Market Risk.............................................41
   Item 12.     Description Of Securities Other Than Equity Securities........41
   Item 13.     Defaults, Dividend Arrearages And Delinquencies...............41
   Item 14.     Material Modifications To The Rights Of
                Security Holders And Use Of Proceeds..........................42
   Item 15.     [Reserved]....................................................42
   Item 16.     [Reserved]....................................................42
   Item 17.     Financial Statements..........................................43
   Item 18.     Financial Statements..........................................85
   Item 19.     Exhibits......................................................85


                                       i
<PAGE>


                                  INTRODUCTION

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

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

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

                                     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


                                       1
<PAGE>


ITEM 3A.   SELECTED FINANCIAL DATA

GENERAL

     The selected consolidated statement of operations data set forth below for
the three years ended June 30, 2002, 2001 and 2000 and the selected consolidated
balance sheets data set forth below at June 30, 2002, 2001 and 2000 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
December 20, 2002, 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.

<TABLE>
<CAPTION>
                      SELECTED CONSOLIDATED FINANCIAL DATA
                        TRADE WIND COMMUNICATIONS LIMITED
     PREPARED PURSUANT TO CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
     ----------------------------------------------------------------------

         (In thousands of Australian $, except share and per share data)

--------------------------------------- ------------------------------------------------------------------------------------
                                                                    FISCAL YEARS ENDED JUNE 30,
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
                                             2002             2001              2000             1999             1998
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
CANADIAN GAAP
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
Income Statement Data:
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
<S>                                              <C>              <C>               <C>              <C>             <C>
     Revenue                                     5,786            12,243            17,435           14,163          16,547
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     (Loss)/ Profit from Operations             (3,204)              100            (1,518)          (2,613)         (1,169)
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     Net (Loss)/ Profit                         (3,955)            1,563            (2,257)          (1,375)         (1,201)
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     Net (loss)/ earnings per                    (0.19)             0.09             (0.12)           (0.10)          (0.09)
---------------------------------------
     common stock
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------

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

CANADIAN GAAP
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
Balance Sheet Data:
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     Current assets                              1,652             2,765             6,199            4,275           5,897
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     Investments                                     -                 -                 -                -               -
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     Capital assets                                163               436               554            1,586           1,810
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     Total assets                                1,823             3,771             6,777            5,861           7,708
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     Current liabilities                         2,479             2,369             6,692            4,313           6,386
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     Shareholders' (deficit)/equity             (1,290)              558            (1,127)             690           1,139
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------
     Weighted average shares                20,682,265        16,657,159        15,610,622       14,073,814      13,626,761
--------------------------------------- --------------- ----------------- ----------------- ---------------- ---------------

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


                                       2
<PAGE>


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, 2002 and
2001 included in Item 17 of this Annual Report.

DIVIDEND POLICY

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

                            EXCHANGE RATE INFORMATION

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

                                             High          Low        Average

        Month to December 4, 2002           0.5611       0.5575       0.5593
        November 2002                       0.5615       0.5570       0.5593
        October 31, 2002                    0.5545       0.5509       0.5527
        September 30, 2002                  0.5439       0.5419       0.5429
        August 31, 2002                     0.5510       0.5480       0.5495
        July 31, 2002                       0.5485       0.5405       0.5445
        June 30, 2002                       0.5656       0.5598       0.5628
        July 1, 2001 - June 30, 2002                                  0.5367
        June 30, 2001                                                 0.5820
        July 1, 2000 - June 30, 2001                                  0.5908
        June 30, 2000                                                 0.5995
        July 1, 1999 - June 30, 2000                                  0.6280
        June 30, 1999                                                 0.6565
        July 1, 1998 - June 30, 1999                                  0.6273
        June 30, 1998                                                 0.5980
        July 1, 1997 - June 30, 1998                                  0.6710

ITEM 3B. CAPITALIZATION AND INDEBTEDNESS

     Not Applicable

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

     Not Applicable


                                       3
<PAGE>


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

DILUTION THROUGH EMPLOYEE, DIRECTOR AND CONSULTANT OPTIONS AND WARRANTS

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

DIVIDENDS

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

FUTURE CAPITAL NEEDS

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

CONFLICTS OF INTEREST

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


                                       4
<PAGE>


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.

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

CONTROL BY PRINCIPAL SHAREHOLDERS, OFFICERS AND DIRECTORS COULD ADVERSELY AFFECT
THE COMPANY'S SHAREHOLDERS

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

INTERNATIONAL RISKS

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

     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 engaged in hedging transactions.


                                       5
<PAGE>


COMPETITION AND COMPETITIVE BUSINESS CONDITIONS

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

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

     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.


                                       6
<PAGE>


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

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

     Dependence on Internet Service Providers (ISPs) - In using the Internet as
a receiving, transport or delivery mechanism for its messages, the service is
highly dependent on the performance of ISPs throughout the world. As message
traffic can be handed off from ISP to ISP beyond the control of the Company, any
resultant traffic loss, failure or poor performance by any ISP in the chain
could have a detrimental effect upon the service level and performance of the
Company's service. This in turn could affect the Company's clients who may then
opt not to use the service. Although the Company will always try to use reliable
ISPs there can be no assurance that such performance problems will not occur.
Dependence on key customers - The Company's Flexemessaging Division derives a
significant portion of its revenues from a relatively small number of customers
and there and there is no assurance that such customers will continue to provide
the same levels of revenue in the future.

TECHNOLOGY RISKS

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

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

     o    obtain patents and licenses to patent rights;

     o    preserve trade secrets; and

     o    operate without infringing on the proprietary rights of others.

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

     We may obtain patents for certain products many years before marketing
approval is obtained for those products. Because patents have a limited life,


                                       7
<PAGE>


which may begin to run prior to commercial sale, the commercial value of the
product may be limited.

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

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

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

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

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

GROWTH-RELATED RISKS

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

TWC MAY NOT BE ABLE TO DEVELOP NEW PRODUCTS TO SATISFY CHANGES IN DEMAND

     The Company cannot assure investors that it will successfully identify new
product opportunities and develop and bring products to market in a timely and
cost-effective manner, or that products or technologies developed by others will
not render the Company's products or technologies obsolete or noncompetitive. In
addition, to remain competitive the Company must continue to reduce package
sizes, improve manufacturing yields and expand sales. The Company may not be
able to accomplish these goals.

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


                                       8
<PAGE>


RISKS RELATED TO SUPPLY OF MATERIALS AND SERVICES

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

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

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

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

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

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

     Dictaphone: No contract in place. Currently operating on a purchase order
basis. Previous contract ran for a period of 5 years.

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

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

POTENTIAL EFFECTS OF SYSTEM OUTAGES

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

DEPENDENCE ON KEY PERSONNEL

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


                                       9
<PAGE>


DEPENDENCE ON RECRUITING AND RETENTION OF SALES, CUSTOMER SUPPORT AND SOFTWARE
DEVELOPMENT PERSONNEL

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

FLUCTUATIONS IN EARNINGS

     While the Company has been in business for approximately sixteen years, it
has experienced losses in some of its recent financial years, including the
fiscal years ended June 30, 2002 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.

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


                                       10
<PAGE>


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


                                       11
<PAGE>


utilizes a third party for such services as it is less costly method of
providing its services. TWC has now expanded its operations to provide essential
messaging services.

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

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

     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,


                                       12
<PAGE>


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
34 employees, including 32 full time employees as at June 30, 2002. 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

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


                                       13
<PAGE>


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

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

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

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

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

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

     The products and services 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.


                                       14
<PAGE>


FLEXEFAX

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

FLEXEDIRECT

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

FLEXEMEDIA

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

FLEXEMARKETING

     With the expansion of the Internet, interactive messaging is taking a
leading and growing role in the way smart businesses communicate. Flexemarketing
provides companies with a packaged, high volume email solution that processes,
delivers, tracks and reports on any Internet based marketing campaign, be it
permission marketing, opt-in marketing, interactive Customer relationship
management (CRM), one to one marketing, promoting websites, or using email
marketing to convert to sales.

FLEXESMS

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

FLEXE-BUREAU

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

MARKET SEGMENTATION

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

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

     o    Banks, Securities Houses and Brokers
     o    Public Relations and Marketing Companies
     o    Wholesale Distributors (e.g. Computer Products, Books, Records, Food)
     o    Life Insurance and Superannuation Companies *


                                       15
<PAGE>


     o    Shipping and Freight Forwarders
     o    Professional Services Organizations
     o    Professional Associations
     o    Political and Lobby Organizations
     o    Government and near Government Organizations

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

GLOBAL SERVICE

     The Flexemessaging Gateway technology uses Internet Protocol ("IP") or FTP
to send its traffic to the ISP or Carrier for message delivery. The agreement
with 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 potential market is split into the two market segments of DISCRETIONARY
AND NON-DISCRETIONARY MAIL to recognize the different priority levels of mail,
but also recognize the commercial margins available to TWC.

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

     The discretionary market will continue as an important part of the suite of
business solutions provided by TWC and will be offered as additional solutions
and services to companies. It will continue for the foreseeable future as a
positive contributor to the revenue base of TWC.

     TWC also recognize synergies between discretionary and non-discretionary
mail, as a customer is most likely to use both forms of mail and therefore
provide TWC with commercial opportunities to service additional mail
requirements of existing customers.

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

     TWC delivers a SEAMLESS SOLUTION with no significant change to established
processes for the customer of the companies using the TWC applications. TWC's
business solutions address a company's need for COST REDUCTION AND EFFICIENCY.

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

     Through the flexibility of its technology platform TWC can develop
ALLIANCES OR PARTNERSHIPS WITH MULTIPLE MAIL-DELIVERY PROVIDERS, as the TWC
platform is independent of the delivery mechanisms for Mail. As TWC moves
forward it will INCREASE ITS ALLIANCES AND PARTNERSHIPS with other delivery
modules to its technology platform particularly in the bill payment and
archiving areas.


                                       16
<PAGE>


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

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

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

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

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

     The strategy for this division is to cover operational costs from voice
logging activities, maintenance and support contracts (with mostly Government or
Financial Market clients) and for the contribution for major emergency service
projects falling mainly to the bottom line. Target markets are those that also
have a high message generating capacity in mission critical environments.

The current Products include:

     MULTITONE. The Company is an exclusive distributor for Multitone
Electronics plc turn out and paging infrastructure solutions and DECT cordless
telephony products. The Company has successfully installed specialized paging
equipment solutions and complex radio paging systems in the emergency services
and healthcare sectors.

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

     LOGGERS. The Company is a distributor for Dictaphone multi channel loggers.
This is a networked solution for recording conversations and storing messages.
It is used for quality monitoring, compliance and litigation support.


                                       17
<PAGE>


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

     SERVICE AND SUPPORT. A highly experienced team of engineers and technicians
are on call to support all products sold and currently installed networks or
systems. Revenue from this department will reach just under A$500k in 2003.

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

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

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

MAJOR PROJECT INSTALLATIONS

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

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

     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 9, 220 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 incorporated under the laws of New South Wales,
Australia and Singapore. 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



                               [GRAPHICS OMITTED]








                                       19
<PAGE>


ITEM 4D. PROPERTY, PLANTS, AND EQUIPMENT

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

<TABLE>
<CAPTION>
<S>                                   <C>                             <C>
Australia, Sydney                     220 George Street, Sydney       Head Office address for all
                                      NSW 2000 Australia              companies of Trade Wind
Lease expires on July 31, 2007                                        Communications Limited and
                                                                      Flexemessaging - Sydney
                                                                      Voice & Data - Sydney

Australia, Melbourne                  Level 5, 43-51 Queen Street     Flexemessaging - Melbourne
                                      Melbourne Victoria 3000         Voice & Data Melbourne
Lease expires on February 28, 2005                                    Multitone Communications Pty Ltd
</TABLE>


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

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

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

     o    Revenue recognition;

     o    Research and development

Revenue recognition

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

Research and development

     Research and Development expenditures are expensed as incurred unless
recoverability of these costs is assured beyond reasonable doubt, in which case


                                       20
<PAGE>


development expenditure is deferred and amortized on a straight-line basis over
the period in which the related benefits are expected to be realized.

ITEM 5A. OPERATING RESULTS

FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

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

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

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

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

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

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

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

     The estimated cash needs of the Company for the year ended June 30, 2003
amounts to $ 1,684,467. As the Company will not generate cash from operations in
the coming year, the cash requirements will be required to be sourced
externally.

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


                                       21
<PAGE>
<TABLE>
<CAPTION>

----------------------------- -----------------------------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS                                        PAYMENTS DUE BY PERIOD
----------------------------- -----------------------------------------------------------------------------------------
                                 TOTAL      LESS THAN 1 YEAR       1-3 YEARS         3-5 YEARS       MORE THAN 5 YEARS
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
<S>                              <C>                 <C>                <C>              <C>                <C>
LONG TERM DEBT (REFER NOTE       692,763             236,250            456,513                -                     -
14 TO THE FINANCIAL
STATEMENTS)
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
CAPITAL LEASE OBLIGATIONS              -                   -                  -                -                     -
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
OPERATING LEASES               1,335,285             215,278            601,796          518,211                     -
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
UNCONDITIONAL PURCHASE                 -                   -                  -                -                     -
OBLIGATIONS
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
OTHER LONG TERM OBLIGATIONS            -                   -                  -                -                     -
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
TOTAL CONTRACTUAL              2,028,048             451,528          1,058,309          518,211                     -
OBLIGATIONS
----------------------------- ----------- ------------------- ------------------ ---------------- ---------------------
</TABLE>

A detailed explanation of the results by operating division follows.

     FLEXEMESSAGING

     Revenues. Flexemessaging operating revenues decreased 26% to $ 3.7 million
for the year ended June 30, 2002 compared with $ 4.9 million for the year ended
June 30, 2001. The revenue decrease was mainly due to decreases in discretionary
marketing spending. The global and local advertising industry has been subjected
to a significant downturn as a result of a global economic slowdown. This has
severely impacted revenues as Flexemessaging has significant exposure in the
discretionary marketing arena. With regard to international revenues, the
company no longer generates revenue from the overseas clients that were
transferred to PTEK Holdings Inc ("Premiere") as a result of the outsourcing of
the delivery network. Revenues generated from the overseas customer base, now
serviced by Premiere, amounted to $ 0.0 million for the year ended June 30, 2002
as compared to $ 0.1 million for the year ended June 30, 2001. In addition,
distributor generated revenues decreased to $ 0.17 million in the fiscal year
from$ 0.33 generated in the prior year.

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

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

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

     VOICE AND DATA SYSTEMS DIVISION

     Revenues. Revenues consist of sales from systems integration solutions for
voice, call centres, electronic display, paging, call recording and data
applications. Revenues decreased 71% to $ 2.1 million for the year ended June
30, 2002, from $ 7.3 million for the year ended June 30, 2001. As part of its
strategic reorganization, the Company exited the call centre market with effect
from June 30, 2001 and the dealing room market with effect from January 2001.
The Company successfully sold its voice dealing room turret business to IPC


                                       22
<PAGE>


Australia Pty Ltd (IPC). As part of this sale, the Company sold the Voice & Data
Systems Division's right to distribute the IPC products in the financial markets
area and transferred its ongoing sales and support of IPC financial trading
systems in this market, including the VBand systems. Revenues generated for the
fiscal year ended June 30, 2001 from call centre activities and dealing room
market activities amounted to $ 2.5 million and $ 1.4 million respectively. In
addition, revenues were also severely hampered by the global slowdown in
economic activity, which has had a major impact on the banking and finance
industry to which the Voice and Data Division is exposed.

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

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

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

FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

     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


                                       23
<PAGE>


the inability to trade or 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 section of


                                       24
<PAGE>


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, 2002, 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

LIQUIDITY AND CAPITAL RESOURCES

FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

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

     Cash used by operating activities was of $ 2.4 million for the year ended
June 30, 2002, compared to $ 3.0 million for the year ended June 30, 2001,
mainly as a result of payments to suppliers. Cash used in investing activities,
consisting primarily of corporate restructuring costs and the purchase of
capital assets, amounted to $ 0.2 million for the year ended June 30, 2002, and
$ 0.6 million in the corresponding period in 2001. Cash generated from financing


                                       25
<PAGE>


activities, amounted to $ 2.1 million as compared to $ 1.5 million in the prior
year primarily as a result of funds raised through the issue of shares by means
of private placement, as compared to funds provided from the sale of a product
line in the prior year.

     Cash and equivalents decreased to $ 0.7 million for the year ended June 30,
2002, as compared to $ 1.1 in the previous year.

     The Company did not have material commitments for capital expenditures as
of the end of its fiscal year ending June 30, 2002.

FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

     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 corporate restructuring costs and
the purchase of capital assets, amounted to $ 0.6 million for the year ended
June 30, 2001, and $0.2 million in the corresponding period in 2000.

     Cash generated from financing activities, amounted to $ 1.5 million as
compared to $ 1.5 million in the prior year primarily as a result of funds
generated from the sale of a product line, as compared to funds raised through
the issue of shares by means of private placement in the prior year.

     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.

     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 has a research and development team that works on developing
new generation platforms in the area of multichannel electronic messaging. Over
the last three years, the company has spent in excess of $2.3 million dollars on
messaging platform development. In 2002, $ 1,039,864 was spent on development
compared to $ 664,718 in 2001 and $ 628,782 in 2000. To protect its intellectual
properties, the company has lodged patents and Trademarks covering the FLEXML TM
technology platform and associated business processes.

ITEM 5D. TREND INFORMATION

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

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

NEW STANDARDS FOR CANADIAN GAAP

     The CICA approved a new handbook Section 3062, "Goodwill and Other
Intangible Assets," which will require intangible assets with an indefinite life
and goodwill to be tested for impairment on an annual basis. Goodwill and


                                       26
<PAGE>


indefinite life intangible assets will no longer be amortized. Intangible assets
with definite lives will continue to be amortized over their useful lives. The
new section is consistent with those recently approved by the FASB (SFAS No.
142). The adoption of this new standard is not expected to have any material
effect on the Company's financial position, results of operations or cash flows.
Section 3026 will be adopted on July 1, 2002.

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                37               Deputy CEO, CFO and Director
Frank Favretto              49               Director
Peter Hawkins               56               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 July 1, 2000 and as a
Director to the Board of Directors of the Company in May 2001. He also remains
as the present Chief Financial Officer of the Company, a position to which he
was appointed in January 1999.

     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.


                                       27
<PAGE>


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

     The Company announced the appointment of Dr Mal Hemmerling as Chief
Executive Officer and Director with effect from September 1, 2002. As a result
Nick Bird has assumed the role of Executive Chairman. Dr hemmerling has held
several CEO and Senior Management positions and is experienced in starting
ventures as well as in undertaking extensive company reviews. Dr Hemmerling has
significant sales and marketing experience and has also managed other
organisations in both government and non-government sectors. Dr Hemmerling is
well known in Australian and international circles as a result of his success as
Chief Executive Officer for the Sydney Organising Committee for the Olympic
Games (SOCOG) until 1997, and as the Executive Director for the Australian
Formula One Grand Prix in South Australia. For the past 5 years he has been the
principle consultant in his own management consulting business conducting
reviews of client company operations, marketing plans and business assessment of
company acquisitions. He was the Chief Executive of a large public company turn
around which involved the establishment of financial, billing and invoicing
systems, sales and marketing plans, computer management and reporting systems,
revised franchise and management structures, corporate governance systems and
the rebuilding supplier relationships. Dr Hemmerling was also involved in the
establishment of the Adelaide Entertainment Centre and a private clothing
company, Good Sports, which was later sold.

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:


                                       28
<PAGE>


<TABLE>
<CAPTION>
                                                            Annual          Long Term
                                                         Compensation     Compensation

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



  Name and Principal     Year ended    Shares Owned/        Salary            Bonus         Other Annual
       Position            June 30     % of total (7)        (A$)             (A$)          Compensation
--------------------     ----------    --------------       ------            -----         ------------

<S>                         <C>         <C>                <C>               <C>            <C>
Nicholas R. Bird,           2002        2,234,703/         173,983             Nil          96,141(3)(4)
Chief Executive             2001           6.83%           145,428             Nil          78,000(3)(4)
Officer, Managing           2000                           135,536             Nil          75,283(3)(4)
Director

Kevin Levine                2002            (5)            168,117           50,300         17,528(3)(4)
Deputy Chief                2001                           143,703             Nil          14,233(3)
Executive Officer,          2000                           123,623           25,000         10,127(3)
Chief Financial
Officer

Arthur C. Walton(6)         2002        2,086,205/          61,698             Nil           4,800(3)(4)
Head of Corporate           2001           6.38%           100,400             Nil           9,600(3)(4)
Practices                   2000                           100,400             Nil           9,600(3)(4)

</TABLE>



<TABLE>
<CAPTION>
                            Awards          Payouts
                           ----------    -----------
                           Securities
                           Under         Restricted
                           Options/        Shares or                       All Other
  Name and Principal       SARs(1)        Restricted        LTIP(2)       Compensation
       Position            granted        Share Units       Payouts           (A$)
--------------------      -----------     -----------       -------       ------------

<S>                         <C>               <C>            <C>                <C>
Nicholas R. Bird,           701,952           Nil              Nil              Nil
Chief Executive               Nil             Nil              Nil              Nil
Officer, Managing                                              Nil              Nil
Director

Kevin Levine                100,000           Nil              Nil              Nil
Deputy Chief                  Nil             Nil              Nil              Nil
Executive Officer,            Nil             Nil              Nil              Nil
Chief Financial
Officer

Arthur C. Walton(6)           Nil             Nil            53,446             Nil
Head of Corporate             Nil             Nil              Nil              Nil
Practices                     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.
(6)      This person left the employ of the Company with effect from December
         31, 2001
(7)      As at November 30, 2002


                                       29
<PAGE>


OPTIONS GRANTED DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

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

                                                                                        Value of
                                                                                       Unexercised
                                                                                       in the Money
                                                                                       Options at
                                                              Options at FY-End          FY-End
                         Options       Exercise Price/             (#)                     ($)
                         granted       Expiration Date          Exercisable/           Exercisable/
        Name                                 ($)               Unexercisable           Unexercisable
        (a)               (b)                (c)                     (d)                    (e)
-----------------       ---------   ----------------------     ----------------      ---------------

<S>                     <C>         <C>                        <C>                        <C>
Kevin Levine            100,000     $0.30 / Mar 18, 2007        25,000/ 75,000            nil/nil
Frank Favretto          400,000     $0.30 / March 18, 2007     100,000/300,000            nil/nil

</TABLE>


BOARD OF DIRECTORS COMPENSATION

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

LONG TERM INCENTIVE AND PENSION PLANS

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

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

OTHER

     The Company has agreed to enter into a deed and is in the process of
finalising legal documentation for the repayment of the loan to Arthur
Christopher Walton. The terms of repayment have been agreed at twelve monthly
instalments of $16,581 commencing on December 1, 2002. These monthly payments
include imputed interest at the fixed rate of 8.75%.

EMPLOYMENT AGREEMENTS

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



                                       30
<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.

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

     The Company is in the process of drawing up an employment contract for Dr
Mal Hemmerling, who has taken up the position of Chief Executive Officer.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

ITEM 6C. BOARD PRACTICES

     During the fiscal year ended June 30, 2002 the Company's Board of Directors
consisted of four persons.


                                       31
<PAGE>


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

     The Company does not have a Remuneration Committee. As of the date of this
Annual Report, the Company's Audit Committee consists of four directors, 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, 2002 at the locations set forth below:

         LOCATION
         Sydney, Australia                                28
         Melbourne, Australia                              4
         TOTAL                                            32

     The Company, including its subsidiaries, employed the following numbers of
employees as at June 30, 2002 in the categories of activities set forth below:

         ACTIVITY
         Executive Management                              3
         Sales                                             9
         Customer support                                  7
         Software Development                              4
         Operational Support                               4
         Finance/Admin/Logistics                           5
         TOTAL                                            32

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7A. MAJOR SHAREHOLDERS

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



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

Autsralasian Capital        4,169,593(3)                   12.74%
Holdings(1)

(1)   An Australian trustee company controlled by Frank Favretto.
(2)   As at October 31, 2002
(3)   Excludes 3,179,878 warrants and 300,000 options exercisable within
      60 days of filing date

The company has 2,770,443 shares held in the US by a total of 18 record holders.

ITEM 7B. RELATED PARTY TRANSACTIONS

     This includes loans advanced to the Company by Arthur Christopher Walton
(former director) and Jennifer Walton and Skyglen Pty Ltd (of which Nick Bird is
a shareholder and director) ITF the Bird Family Trust (mortgagees) in the amount
of $183,082 and $221,582 respectively. The loans are repayable on dates and in a
manner stipulated by the mortagees or on demand if no date or


                                       32
<PAGE>


manner prescribed. At the date of this report no manner has been prescribed by
the mortgagees. Interest is set at the Australian Bank Overdraft Rate and varies
according to fluctuations thereon. The indicative annual interest rate at 30
June 2002 was 8.25%. The mortgagees have entered into an agreement with the
Company whereby they have a registered charge over Trade Wind Group Pty Ltd in
the event that the Company is unable to settle the outstanding liabilities. In
addition they receive a 0.5% premium over the underlying interest rate charged
and were paid establishment fees of $2,500 and $3,475 respectively.

     The Company has agreed to enter into a deed and is in the process of
finalising legal documentation for the repayment of the loan to Arthur
Christopher Walton. The terms of repayment have been agreed at twelve monthly
instalments of $16,581 commencing on December 1, 2002. These monthly payments
incur interest at the fixed rate of 8.75%.

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

ITEM 7C. INTERESTS OF EXPERTS AND COUNSEL

     Not Applicable.

ITEM 8.  FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS

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

EXPORT SALES

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

LEGAL OR ARBITRATION PROCEEDINGS

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

COMPANY POLICY ON DIVIDEND DISTRIBUTIONS

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

SIGNIFICANT CHANGES

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

ITEM 9.  THE OFFER AND LISTING

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

ITEM 9A. PRICE HISTORY


                                       33
<PAGE>


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

        Year ended June 30, 1998                C$1.350          C$0.730
        Year ended June 30, 1999                 1.40             0.500
        Year ended June 30, 2000                 1.000            0.230
        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
        Qtr ended December 31, 2001              0.100            0.100
        Qtr ended March 31, 2002                 0.170            0.170
        Qtr ended June 30, 2002                  0.300            0.250
        Month ended July 31, 2002                0.260            0.200
        Month ended August 31, 2002              0.290            0.200
        Month ended September 30, 2002           0.350            0.240
        Month ended October 31, 2002             0.350            0.300
        Month ended November 30, 2002            0.380            0.300
        As of December 4, 2002                   0.380            0.300


     There are approximately 94 holders of the TWC's common stock. Presently
there are 32,719,873 shares of the TWC's common stock outstanding with
5,000,000,000 common stock authorized.

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

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

ITEM 9C.  MARKETS

     See Item 9A(4) above.

ITEM 10.  ADDITIONAL INFORMATION

ITEM 10A. SHARE CAPITAL

     Not applicable.

ITEM 10B. MEMORANDUM AND ARTICLES OF ASSOCIATION

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

     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").


                                       34
<PAGE>


     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 Byelaws do not otherwise require to be exercised by the
shareholders.

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

     Borrowing Powers - The Directors of the Company may exercise all the powers
of the Company to borrow money and to mortgage or charge its undertaking and
property or any part thereof, to issue debentures, bonds or other securities


                                       35
<PAGE>


whenever money is borrowed or as security for any debt, liability or obligation
of the Company or of any third party.

ITEM 10C. MATERIAL CONTRACTS

     Not applicable

ITEM 10D. EXCHANGE CONTROLS

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

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

     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.


                                       36
<PAGE>


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").

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

DIVIDENDS

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

CAPITAL GAINS

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

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

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

     The following is a general discussion of certain possible United States
federal income tax consequences, under current law, generally applicable to a US
Holder (as defined below) of common stock of the Company. This discussion does
not address all potentially relevant federal income tax matters and does not
address consequences peculiar to persons subject to special provisions of
federal income tax law, such as those described below as excluded from the
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.


                                       37
<PAGE>


In addition, this discussion does not consider the potential effects, both
adverse and beneficial, of recently proposed legislation, which, if enacted,
could be applied, possibly on a retroactive basis, at any time. The following
discussion is for general information only and it is not intended to be, nor
should it be construed to be, legal or tax advice to any holder or prospective
holder of common stock of the Company, and no opinion or representation with
respect to the United States federal income tax consequences to any such holder
or prospective holder is made. Accordingly, holders and prospective holders of
common stock of the Company should consult their own tax advisors about the
federal, state, local, and foreign tax consequences of purchasing, owning and
disposing of common stock of the Company.

US HOLDERS

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

DISTRIBUTIONS ON COMMON STOCK OF COMPANY

     US Holders receiving dividend distributions (including constructive
dividends) with respect to common stock of the Company are required to include
in gross income for United States federal income tax purposes the gross amount
of such distributions to the extent that the Company has current or accumulated
earnings and profits, without reduction for any Canadian income tax withheld
from such distributions. Such Canadian tax withheld may be credited, subject to
certain limitations, against the US Holder's United States federal income tax
liability or, alternatively, may be deducted in computing the US Holder's United
States federal taxable income by those who itemize deductions. (See more
detailed discussions at "Foreign Tax Credit" below). To the extent that
distributions exceed current or accumulated earnings and profits of the Company,
they will be treated first as a return of capital up to the US Holder's adjusted
basis in the common stock and thereafter as gain from the sale or exchange of
the common stock.

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

     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


                                       38
<PAGE>


and holders and prospective holders of common stock of the Company should
consult their own tax advisors regarding their individual circumstances.

DISPOSITION OF COMMON STOCK OF COMPANY

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

OTHER CONSIDERATIONS

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

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

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

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

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

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

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


                                       39
<PAGE>


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

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

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

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

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

     A Non-electing US Shareholder generally would be required to pro-rate all
gains realized on the disposition of his or her common stock and all excess
distributions over the entire holding period for the common stock. All gains or
excess distributions allocated to prior years of the US shareholder (other than
years prior to the first taxable year of the Company during such US
shareholder's holding period and beginning after January 1, 1987 for which it
was a PFIC) would be taxed at the highest tax rate for each such prior year
applicable to ordinary income. The Non-electing US Shareholder also would be
liable for interest on the foregoing tax liability for each such prior year
calculated as if such liability had been due with respect to each such prior
year. A Non-electing Shareholder that is not a corporation must treat this
interest charge as "personal interest" which, as discussed above, is partially
or wholly non-deductible. The balance of the gain or the excess distribution
will be treated as ordinary income in the year of the disposition or
distribution, and no interest charge will be incurred with respect to such
balance.

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

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

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


                                       40
<PAGE>


     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 220 George
Street, Sydney, New South Wales, Australia.

ITEM 10I. SUBSIDIARY INFORMATION

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

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable. The Company is a small business issuer.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

     Not applicable.

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

     Not applicable.



                                       41
<PAGE>


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

     Not applicable.

ITEM 15. [RESERVED]

ITEM 16. [RESERVED]


                                       42
<PAGE>


                                    PART III

ITEM 17. FINANCIAL STATEMENTS

     These financial statements, which follow, were prepared in accordance with
Canadian Generally Accepted Accounting Principles ("Cdn GAAP") and are expressed
in Australian dollars. A reconciliation from Cdn GAAP to US GAAP is disclosed in
Note 24, respectively, to the financial statements for the fiscal years ended
June 30, 2002 and 2001. The financial statements include the following:

For the fiscal year ended June 30, 2002:

Report of Independent Auditors..............................    44
Consolidated Balance Sheets.................................    45
Consolidated Statements of Income and Accumulated Deficit...    46
Consolidated Statements of Changes in Cash Flows............    47
Notes on the Consolidated Financial Statements..............    48

For the fiscal year ended June 30, 2001:

Report of Independent Auditors..............................    66
Consolidated Balance Sheets.................................    67
Consolidated Statements of Income and Accumulated Deficit...    68
Consolidated Statements of Changes in Cash Flow.............    69
Notes on the Consolidated Financial Statements..............    70













                        TRADE WIND COMMUNICATIONS LIMITED








                       REPORT FOR YEAR ENDED JUNE 30, 2002



                                       43
<PAGE>



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


TO THE SHAREHOLDERS
TRADE WIND COMMUNICATIONS LIMITED

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


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

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

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

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

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


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

                                       44
<PAGE>


<TABLE>
<CAPTION>
TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2002
-------------------------------------------------------------------------------------------------------

Consolidated Balance Sheets
(Expressed in Australian Dollars)
                                                             NOTE        30 JUNE              30 JUNE
                                                                          2002                 2001
----------------------------------------------------------- -------- ---------------- --- -------------
<S>                                                            <C>        <C>                <C>
ASSETS                                                                      $                    $

CURRENT
   Cash                                                        5          691,632            1,098,711
   Receivables                                                 6          794,201            1,417,174
   Inventory                                                   7          165,827              249,485
                                                                     -------------        -------------
                                                                        1,651,660            2,765,370
                                                                     -------------        -------------

NON CURRENT
     Capital assets                                            8          163,499              436,087
     Goodwill                                                  9                -              549,697
     Other                                                    10            8,284               20,062
                                                                     -------------        -------------
                                                                          171,783            1,005,846
                                                                     -------------        -------------
TOTAL ASSETS                                                            1,823,443            3,771,216
                                                                     -------------        -------------

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

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT

   Accounts payable                                           11        2,141,855            2,280,020
    Loans payable                                             14          236,250                    -
   Deferred Revenue                                           12          100,455               89,456
                                                                     -------------        -------------
                                                                        2,478,560            2,369,476
                                                                     -------------        -------------

NON CURRENT

    Loans payable                                             14          456,513              657,866
    Employee entitlements payable                                         178,519              185,826
                                                                     -------------        -------------
                                                                          635,032              843,692
                                                                     -------------        -------------

TOTAL LIABILITIES                                                       3,113,592            3,213,168
                                                                     -------------        -------------


SHAREHOLDERS' (CAPITAL DEFICIT)/EQUITY
    Share Capital                                             15        1,368,415            1,135,621
    Reserves                                                  16        6,326,641            4,452,224
    Accumulated deficit                                                (8,985,205)          (5,029,797)
                                                                     -------------        -------------
                                                                       (1,290,149)             558,048
                                                                     -------------        -------------

                                                                     -------------        -------------
                                                                        1,823,443            3,771,216
                                                                     -------------        -------------
</TABLE>

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


Approved on behalf of the Board
/S/ N R BIRD                                                    /S/ K B LEVINE
N R BIRD                                                        K B LEVINE


                                       45
<PAGE>


<TABLE>
<CAPTION>
TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2002
-------------------------------------------------------------------------------------------------------

Consolidated Statements of Income
and Accumulated Deficit
(Expressed in Australian Dollars)
                                                              NOTE        30 JUNE             30 JUNE
                                                                           2002                2001
----------------------------------------------------------- -------- -------------- ---- --------------
<S>                                                                     <C>                 <C>
                                                                             $                   $

SALES                                                                   5,785,705           12,243,381
LESS:
COST OF GOODS SOLD
         Opening inventory                                                249,485              498,252
         Purchases                                                      2,579,974            4,959,788
                                                                     --------------      --------------
                                                                        2,829,459            5,458,040
         Closing inventory                                               (165,827)            (249,485)
                                                                     --------------      --------------
                                                                        2,663,632            5,208,555

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

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

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

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

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

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

Goodwill Amortization                                                           -              (18,687)

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

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

Accumulated deficit at the beginning of the year                       (5,029,797)          (6,592,635)
                                                                       ------------      --------------

ACCUMULATED DEFICIT AT THE END OF THE YEAR                             (8,985,205)          (5,029,797)
                                                                     ==============      ==============

Basic and fully diluted (loss)/earnings per share                           (0.19)                0.09

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


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


                                       46
<PAGE>


<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
(Expressed in Australian Dollars)

                                                                        30 JUNE               30 JUNE
                                                                          2002                  2001
----------------------------------------------------------- -------- --------------- ----- ---------------
                                                                           $                     $
CASH USED BY:

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

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

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

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

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

Acquisition of subsidiary for shares                                            -               121,935
</TABLE>

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


                                       47
<PAGE>


Notes on the Financial Statements

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION

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

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

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

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

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

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

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

B. ABILITY TO CONTINUE AS A GOING CONCERN

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

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

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

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


                                       48
<PAGE>

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

C. PRINCIPLES OF CONSOLIDATION

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

D. GOODWILL

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

E. INVENTORIES

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

F. INCOME TAX

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

G. CAPITAL ASSETS

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

H. RESEARCH AND DEVELOPMENT

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

I. EMPLOYEE BENEFITS

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

J. REVENUE RECOGNITION

Sales revenue on contracts is recognized on a percentage of completion basis but
finalization, at which point all associated costs are billed, is subject to
acceptance of the operational capability and confirmation of installation by


                                       49
<PAGE>


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

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 assets and liabilities, whether realized
or unrealized, are included in operating profit before income tax as they arise.

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

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

L. FINANCIAL INSTRUMENTS

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

M. USE OF ESTIMATES

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

N. STOCK BASED COMPENSATION

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

O. EARNINGS/(LOSS) PER SHARE

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

P. RECLASSIFICATION OF FINANCIAL STATEMENTS

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


                                       50
<PAGE>


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

NOTE 2: ACQUISITION OF GROUP

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

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

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


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

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

NOTE 3:  SALE OF PRODUCT LINE

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

NOTE 4:  REORGANISATION COSTS

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

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


                                       51
<PAGE>


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


                                           30 JUNE              30 JUNE
                                             2002                 2001
-------------------------------------------------------------------------------
                                             $                    $

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

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

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

NOTE 5:  CASH

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

NOTE 6:  RECEIVABLES

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

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

NOTE 7:  INVENTORY

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

NOTE 8:  CAPITAL ASSETS


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



                                       52
<PAGE>


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

                                            30 JUNE                30 JUNE
                                              2002                   2001
-------------------------------------------------------- ------ ---------------
                                               $                      $

NOTE 9:  GOODWILL

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

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

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


                                       53
<PAGE>


Current Assets



                                                                   1,033,242

Fixed Assets



                                                                      96,933

Liabilities assumed



                                                                  (1,252,110)







Pro-rata share of fair value of net liabilities acquired



                                                                     121,935







Opening Balance

                                                                     549,697

                                                                           -

Costs incurred on exchange proposal

                                                                     132,353

                                                                     446,449

Goodwill

                                                                     682,050

                                                                     568,384

Accumulated amortization

                                                                           -

                                                                     (18,687)



                                                                     682,050

                                                                     549,697

Goodwill impairment

                                                                    (682,050)

                                                                           -



                                                                           -

                                                                     549,697


                                       54
<PAGE>


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



NOTE 10: OTHER NON CURRENT ASSETS

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

NOTE 11: ACCOUNTS PAYABLE

Trade creditors - general                    1,456,806              1,604,460
Sundry creditors and accruals                  482,620                485,869
Employee entitlements                          202,429                189,691
                                        ---------------        ---------------
                                             2,141,855              2,280,020
                                        ===============        ===============
Notes on the Financial Statements
(Expressed in Australian Dollars)
                                           30 JUNE                30 JUNE
                                             2002                   2001
------------------------------------------------------------------------------
                                              $                      $


NOTE 12: DEFERRED REVENUE

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

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


NOTE 13: LEASE LIABILITIES

         Operating Lease Commitments

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

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


                                       55
<PAGE>


Notes on the Financial Statements
(Expressed in Australian Dollars)
                                                         30 JUNE      30 JUNE
                                                            2002         2001
-------------------------------------------------------------------------------
                                                             $             $
NOTE 14. LOANS PAYABLE

Current:

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

Non-current:

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

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

<TABLE>
<CAPTION>
NOTE 15: SHARE CAPITAL

                                                30 JUNE            30 JUNE           30 JUNE          30 JUNE
                                                  2002              2001               2002             2001
                                               NUMBER OF          NUMBER OF             $                $
                                                 SHARES            SHARES

<S>                                              <C>               <C>                <C>              <C>
(Expressed in Australian Dollars
except for the number of shares)
Authorized:

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

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


                                       56
<PAGE>


Notes on the Financial Statements
(Expressed in Australian Dollars)

                                                     30 JUNE         30 JUNE
                                                       2002           2001
-------------------------------------------------------------------------------
                                                        $              $

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

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

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

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

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

POOLED SECURITIES
POOLED SHARES

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

NOTE 16: RESERVES

SHARE PREMIUM ACCOUNT

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

                                       57
<PAGE>


Notes on the Financial Statements
(Expressed in Australian Dollars)


                                                30 JUNE              30 JUNE
                                                  2002                 2001
-----------------------------------------------------------------------------
                                                   $                    $

NOTE 17: LOSS/(PROFIT) FROM OPERATIONS

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

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


NOTE 18: INCOME TAX EXPENSE

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

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


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

<TABLE>
<CAPTION>
<C>                                                                       <C>                       <C>
(Benefit)/Provision at statutory rate of 30% (2001:  34%)                 (1,186,622)               531,365
Permanent differences and other                                              222,215                442,874
Increase/(decrease) in valuation allowance                                   964,407               (974,239)
                                                                       -----------------      ---------------
                                                                                   -                       -
                                                                       =================      ===============
</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 $13,251,920 (2001: $10,283,523). No benefit (if any) of these
 losses has been recorded in these financial statements. These losses are not
 subject to an expiry date, however, the benefits of these losses will only be
 obtained if:

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

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

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


                                       58
<PAGE>

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

NOTE 19: DIRECTOR'S EMPLOYMENT CONTRACTS

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


NOTE 20: OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES

Stock Options

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

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

                                     Number                 Exercise Price

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

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



                                       59
<PAGE>

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

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

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

     *   Fully vested

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

NOTE 21: RELATED PARTY TRANSACTIONS

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

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


                                       60
<PAGE>

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

NOTE 22: SEGMENTED FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
FOR THE YEAR ENDING 30 JUNE 2002

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

Amortization                                        29,899          30,182           265,778               325,859
                                              --------------- ----------------- ----------------- ------------------

Segment operating loss                          (1,188,249)       (739,871)       (1,275,693)           (3,203,813)

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

Taxation                                                 -                 -                 -                  -

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

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

FOR YEAR ENDING 30 JUNE 2001

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

Amortization                                        70,296          12,950           164,873               248,119
                                              --------------- ----------------- ----------------- ------------------

Segment operating profit/(loss)                    818,572         205,011          (923,503)              100,080

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

Taxation                                                   -                 -                 -                  -

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

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

</TABLE>


                                       61
<PAGE>


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

NOTE 23: EVENTS SUBSEQUENT TO BALANCE SHEET DATE

After year end subscriptions for placement of funds in the amount of $281,379
were received.

On September 3, 2002 2,556,375 shares were issued to the placees. On October 4,
2002 3,200,000 shares were issued to the placees. On October 4, 2002 1,087,500
shares were issued to the placees. All funds outstanding as at June 30, 2002 in
respect of these placements have been received subsequent to year end.

The Company has agreed to enter into a deed and is in the process of finalising
legal documentation for the repayment of the loan to Arthur Christopher Walton.
The terms of repayment have been agreed at twelve monthly instalments of $16,581
commencing on December 1, 2002. These monthly payments incur interest at the
fixed rate of 8.75% pa.

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

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

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

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

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

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

------------------------------------------------------ ------------------ -----------------
                                                           JUNE 30, 2002     JUNE 30, 2001
------------------------------------------------------ ------------------ -----------------

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

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

<TABLE>
<CAPTION>

-------------------------------------------------- ------------------ ----------------
                                                       JUNE 30, 2002    JUNE 30, 2001
-------------------------------------------------- ------------------ ----------------

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

d) The Company applies Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for its stock options issued to employees. Under APB No. 25, when the


                                       62
<PAGE>

exercise price of employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.
During the year ended June 30, 2002 the Company repriced options previously
granted to employees and as such, such options will be accounted for under the
variable accounting method until exercised, forfeited or expired. Under this
method, the options will be marked to market each period with compensation cost
reflected for the excess of quoted market price over exercise price.

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

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

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

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

 i) In April 2002, the Financial Accounting Standards Board issued SFAS 145,
 "Rescission of SFAS 4", "Reporting Gains and Losses from Extinguishment of
 Debt", SFAS 44, "Accounting for Intangible Assets of Motor Carriers'" and SFAS
 64, "Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements,
 Amendment of SFAS 13, "Accounting for Leases" and "Technical Corrections as of
 April 2002". This standard rescinds SFAS 4, SFAS 44 and amends SFAS 64 and SFAS
 13. SFAS 13 has been amended to eliminate an inconsistency between the required
 accounting for sale-leaseback transactions and the required accounting for
 certain lease modifications that have economic effects that are similar to
 sale-leaseback transactions. This standard also amends other existing
 authoritative pronouncements to make various technical corrections, clarify


                                       63
<PAGE>


 meanings, or describe their applicability under changed conditions. The
 rescission of SFAS No. 4, "Reporting Gains and Loss from Extinguishment of
 Debt" is effective for fiscal years beginning after May 15, 2002. The remainder
 of the statement is generally effective for transactions occurring after May
 15, 2002. The Company believes that the adoption of this Issue will not have a
 material effect on its results of operations or financial position.

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


                                       64
<PAGE>






                        TRADE WIND COMMUNICATIONS LIMITED









                       REPORT FOR YEAR ENDED JUNE 30, 2001



                                       65
<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 except for Note 24          CHARTERED ACCOUNTANTS
which the date is December 28, 2001



                                       66
<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
----------------------------------------------------------------------------------------------
ASSETS                                                             $                    $
CURRENT
<S>                                                   <C>      <C>                  <C>
         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
/S/ N R BIRD                                                /S/ K B LEVINE
N R BIRD                                                    K B LEVINE


                                       67
<PAGE>

<TABLE>
<CAPTION>
TRADE WIND COMMUNICATIONS LIMITED
ANNUAL REPORT - JUNE 30, 2001
--------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
(Expressed in Australian Dollars)
                                                        NOTE       30 JUNE             30 JUNE
                                                                    2001                2000
------------------------------------------------------ -------- -------------- ---- --------------
                                                                      $                   $
<S>                                                               <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.


                                       68
<PAGE>


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Australian Dollars)

                                                                        30 JUNE               30 JUNE
                                                                          2001                  2000
----------------------------------------------------------- -------- --------------- ----- ---------------
                                                                           $                     $
CASH (USED) / PROVIDED  BY:

OPERATING ACTIVITIES
Operations
<S>                                                                     <C>                  <C>
         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

                                                                       (3,042,601)           (1,605,370)
INVESTING ACTIVITIES
         Corporate restructuring costs                                   (446,449)                    -
         Investments in:
                  - Capital and Other assets                             (107,754)             (212,417)
                                                                     ---------------       ---------------
                                                                         (554,203)             (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

         Proceeds on sale of Product Line                               1,856,086                     -
                                                                     ---------------       ---------------
                                                                        1,518,089             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>


                                       69
<PAGE>


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

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.



                                       70
<PAGE>


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.

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).



                                       71
<PAGE>


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 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.

P. RECLASSIFICATION OF FINANCIAL STATEMENTS

Certain reclassifications have been made to the financial statements for the
year ended June 30, 2000 in order to conform to presentation of the financial
statements for the year ended June 30, 2001.

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


                                       72
<PAGE>

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:


                                       73
<PAGE>


------------------------------------------------------ ----------
                                                       $
         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 spare


                                       74
<PAGE>


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)
                                             30 JUNE               30 JUNE
                                              2001                   2000
                                         ---------------- ----- ---------------
                                                $                     $
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
                                         ---------------        ---------------


                                       75
<PAGE>


NOTE 8: CAPITAL ASSETS

        (Expressed in Australian Dollars)
                                            30 JUNE            30 JUNE
                                              2001               2000
---------------------------------------- ---------------    ---------------
                                               $                  $

(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                 -
                                         ===============    ===============


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.



                                       76
<PAGE>


NOTE 10: OTHER NON CURRENT ASSETS

(Expressed in Australian Dollars)
                                            30 JUNE                30 JUNE
                                              2001                   2000
-------------------------------------------------------------------------------
                                               $                      $
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
                                         ===============        ===============

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

(a)      Finance Leasing Commitments

         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.


                                       77
<PAGE>


<TABLE>
<CAPTION>
(Expressed in Australian Dollars)
                                                                  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.

<TABLE>
<CAPTION>
NOTE 15:          SHARE CAPITAL

                                                30 JUNE           30 JUNE           30 JUNE           30 JUNE
                                                 2001               2000              2001             2000
                                               NUMBER OF         NUMBER OF             $                 $
                                                SHARES             SHARES

(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:
<S>                                             <C>                <C>               <C>              <C>
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 subsidiary of the Company. The


                                       78
<PAGE>


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

b)      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)
                                          30 JUNE             30 JUNE
                                            2001               2000
----------------------------------------------------------------------
                                             $                   $

SHARE PREMIUM ACCOUNT

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
                                       ===============    =================


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


                                       79
<PAGE>


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)

                                 30 JUNE                30 JUNE
                                   2001                   2000
----------------------------------------------------------------
                                    $                      $

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
                                             ---------------  ------------
                                                         -              -
                                             ===============  ============

     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 stock options for the


                                       80
<PAGE>


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

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

                                      Number                 Exercise Price

Outstanding at June 30 1999             1,355,321            C$0.625-C$1.25
Granted                                  332,800             C$0.625-C$1.25
Cancelled                               (227,000)
Outstanding at June 30 2000             1,461,121            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
                                      ===============      ====================

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:

 NO OF OPTIONS       DATE OF ISSUE       EXERCISE PRICE       DATE OF EXPIRY
 -------------       -------------       --------------       --------------
     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
=================
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:


                                       81
<PAGE>


<TABLE>
<CAPTION>
FOR THE YEAR ENDING 30 JUNE 2001

                                   VOICE & DATA      FLEXIFAX       HEAD OFFICE       CONSOLIDATED
                                        $               $                $              $
<S>                                 <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        (923,503)          100,080
Interest expense                        (1,058)        (53,067)        (53,477)         (107,602)
Interest revenue                            77              64          36,434            36,575
Reorganisation costs                                   (40,942)              -           (40,942)
Sale of Division                     1,593,414               -               -         1,593,414
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                 32,866          37,422         37,466            107,754
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.


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<PAGE>


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)
------------------------------------------------------- --------------- ---------------
</TABLE>

<TABLE>
<CAPTION>
The impact of the above-noted differences on total
shareholders' equity is as follows:
------------------------------------------------------- --------------- ---------------
                                                         JUNE 30, 2001   JUNE 30, 2000
------------------------------------------------------- --------------- ---------------

<S>                                                        <C>            <C>
Shareholders' equity/(deficit) per Canadian GAAP           558,048        (1,126,725)
------------------------------------------------------- --------------- ---------------
                                                                 -                 -
------------------------------------------------------- --------------- ---------------
Shareholders' equity/(deficit) per US GAAP                 558,048        (1,126,725)
------------------------------------------------------- --------------- ---------------
</TABLE>


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


                                       83
<PAGE>


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.

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".


                                       84
<PAGE>


ITEM 18. FINANCIAL STATEMENTS

         Not applicable.

ITEM 19. EXHIBITS

List of Exhibits

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

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

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

(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.


                                       85
<PAGE>


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

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

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

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

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

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

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

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


                                       86