<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C., 20549
                                    FORM 20-F

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

[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934 For the Fiscal Year Ended February 28, 2003
                                       OR

[ ]      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 0-27144

                           NATIONAL CONSTRUCTION INC.

                        (FORMERLY KNOWN AS BRANDERA INC.)
                        ---------------------------------
             (Exact name of Registrant as specified in its charter)

                       Provincial laws of Ontario, Canada
                       ----------------------------------
                 (Jurisdiction of incorporation or organization)

  3000 Matte Blvd., 2nd Floor, Brossard, Quebec, Canada J4Y 2H5 (450) 444-2405
  ----------------------------------------------------------------------------
                    (Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act: None

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

                        common shares, without par value
                        --------------------------------
                                (Title of Class)

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

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital or common shares as of the close of the period ended  February 28, 2003.
15,514,974

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 past ninety days.  Yes [X] No [ ]
                                            --     ---

Indicate by check mark which financial statement item the registrant has elected
to follow:                             Item 17 [X] Item 18 [ ]


<PAGE>




                           NATIONAL CONSTRUCTION INC.

                     FORM 20-F ANNUAL REPORT FOR FISCAL 2003

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE

<S>                                                                                                              <C>
FORWARD-LOOKING STATEMENTS........................................................................................3

PART I............................................................................................................4

   ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS..............................................4

   ITEM 2.     OFFER STATISTICS AND EXPECTED TIMETABLE............................................................4

   ITEM 3.     KEY INFORMATION....................................................................................4

   ITEM 4.     INFORMATION ON THE COMPANY........................................................................14

   ITEM 5.     OPERATING AND FINANCIAL REVIEW AND PROSPECTS......................................................25

   ITEM 6.     DIRECTORS, SENIOR OFFICERS, MANAGEMENT AND EMPLOYEES OF NATIONAL..................................31

   ITEM 7.     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.................................................40

   ITEM 8.     FINANCIAL INFORMATION.............................................................................42

   ITEM 9.     THE OFFER AND LISTING.............................................................................42

   ITEM 10.    ADDITIONAL INFORMATION............................................................................47

   ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.........................................51

   ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES............................................51

PART II..........................................................................................................52

   ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES...................................................52

   ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS......................52

   ITEM 15.    [RESERVED]........................................................................................52

   ITEM 16.    [RESERVED]........................................................................................52

PART III.........................................................................................................52

   ITEM 17.    FINANCIAL STATEMENTS..............................................................................52

   ITEM 18.    FINANCIAL STATEMENTS..............................................................................52

   ITEM 19.    EXHIBITS..........................................................................................53

SIGNATURE PAGE...................................................................................................54

EXHIBIT INDEX....................................................................................................55
</TABLE>




<PAGE>



                           FORWARD-LOOKING STATEMENTS

         Some of the information in this Annual Report contains  forward-looking
statements that involve  substantial risks and  uncertainties.  You can identify
these  statements  by  forward-looking  words such as "may,"  "will,"  "expect,"
"anticipate,"  "believe,' "intend,"  "estimate," and "continue" or other similar
words.

         From time to time, we make certain  comments and disclosures in reports
and  statements,  including this report,  or statements  made by our officers or
directors which may be  forward-looking  in nature.  Examples include statements
related to our growth and our opinion  about trends and factors which may impact
future operating results.  These forward-looking  statements could also involve,
among other things,  statements regarding our intent, belief or expectation with
respect to (i) our  results of  operations  and  financial  condition,  (ii) the
consummation of acquisitions,  dispositions or financing  transactions,  and the
effect  thereof  on our  business,  (iii) our plans and  objectives  for  future
operations and expansion, or (iv) consolidation.

         Any   forward-looking   statements   are   subject  to  the  risks  and
uncertainties  (including  those risks and  uncertainties  identified  under the
heading "Risk Factors" under Item 1D of this Annual Report,  and those risks and
uncertainties  identified  elsewhere in, or incorporated by reference into, this
Annual  Report)  that  could  cause  actual  results  of  operations,  financial
condition, cost reductions, acquisitions,  dispositions, financing transactions,
operations, expansion,  consolidation and other events to differ materially from
those   expressed   or  implied   in  such   forward-looking   statements.   Any
forward-looking   statements  are  also  subject  to  a  number  of  assumptions
regarding,   among  other  things,  future  economic,   competitive  and  market
conditions  generally.  These assumptions would be based on facts and conditions
as they exist at the time such statements are made, as well as predictions as to
future facts and conditions,  the accurate  prediction of which may be difficult
and involve the assessment of events beyond our control. As a result, the reader
is cautioned not to rely on these forward-looking statements.

         We believe it is  important  to  communicate  our  expectations  to our
investors.  There  may be  events  in  the  future,  however,  that  we are  not
accurately  able to predict or over which we have no control.  The risk  factors
listed in Item 1D of this Annual Report,  as well as any cautionary  language in
or incorporated by reference into this Annual Report, provide examples of risks,
uncertainties  and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements.  Before you
invest in our  company,  you should be aware that the  occurrence  of any of the
events  described in the risk factors  listed in Item 1D of this Annual  Report,
elsewhere  in or  incorporated  by reference  into this Annual  Report and other
events  that we have not  predicted  or assessed  could have a material  adverse
effect on our earnings, financial condition or business.

         Our  consolidated  financial  statements are stated in Canadian dollars
and are prepared in  accordance  with  Canadian  Generally  Accepted  Accounting
Principles  ("GAAP").  The  application  of GAAP,  in our case,  conforms in all
material  respects for the periods  presented with United States GAAP, except as
described in Note #21 to the consolidated  financial  statements.  Herein, all $
are stated in Canadian dollars.

         The  information  contained  in this  Annual  Report is  current  as at
September 30, 2003, except where a different date is specified.

         We are a holding  company  which owns the stock of  several  subsidiary
corporations.  Except as the context otherwise requires, the terms "National" or
the  "Registrant"  as used  herein are to  National  Construction  Inc.  and its
predecessors  and  references  to the  "Company",  "we",  "us", or "our" as used
herein shall include National  Construction Inc., its consolidated  subsidiaries
and divisions.

                                       3
<PAGE>

         You are urged to carefully review and consider the various  disclosures
that we make in this  Annual  Report  and in our other  reports  filed  with the
Commission.  These disclosures  attempt to advise interested parties of the risk
factors that may affect our business and the market price of our common shares.

                                     PART I

ITEM 1.       IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

         A.       DIRECTORS AND SENIOR OFFICERS

         Keith F. Eaman, Bradley D. Griffiths,  Guy Lever and Henry Kloepper are
the directors of the Company.  Keith F. Eaman is the Chief Executive Officer and
interim  President and Chairman of National  Construction Inc. (the "Company" or
"National"),  Andre Przybylowski is Vice-President Construction,  Andre Beaudoin
is General  Manager  Maintenance.  William G.  Edwards was  appointed  the Chief
Financial Officer of National effective September 30, 2003.

         The Board of Directors  has formed an Executive  Committee  composed of
Keith F. Eaman, Ian G. Wetherly and Guy George Lever.

         B.       ADVISORS

         The legal  advisors  of the  Company  in the  United  States  are Brown
Rudnick Berlack Israels LLP, 120 West 45th Street,  New York, New York 10036 and
in Canada are Burstall Winger LLP, Suite 3100, Home Oil Tower,  324 - 8th Avenue
S.W., Calgary, Alberta T2P 2Z2.

         C.       AUDITORS

         The  auditors  of  the  Company  are  Ernst  &  Young  LLP,   Chartered
Accountants,  1 Place Ville Marie, Bureau 2400, Montreal,  Quebec H3B 3M9. Prior
to the  appointment  of Ernst & Young LLP as auditors on April 9, 2002,  Mintz &
Partners LLP, Chartered Accountants, Suite 100, 1446 Don Mills Road, North York,
Ontario M3B 3N6, were the auditors of the Company.

ITEM 2.       OFFER STATISTICS AND EXPECTED TIMETABLE

         Not applicable.

ITEM 3.       KEY INFORMATION

         A.       SELECTED FINANCIAL DATA

         The selected financial data of National  Construction Inc.  ("National"
or the "Company") for the years ended  February 28, 2002,  2001,  2000 and 1999,
are  derived  from  the  consolidated  financial  statements  of  the  principal
subsidiary  of  the  Company,   National   Construction  Group  Inc.  ("National
Subsidiary"),  which  have  been  audited  by  Ernst & Young,  LLP,  independent
Chartered Accountants, as indicated in their report which is included under Item
8 of this Annual Report.

         The  selected  financial  data should be read in  conjunction  with the
financial statements and other financial  information included elsewhere in this
Annual Report.

                                       4
<PAGE>



         Table No. 1 is derived from the  consolidated  financial  statements of
the Company,  which have been prepared in accordance  with  Canadian  GAAP,  the
application  of which,  in the case of the  Company,  conforms  in all  material
respects for the periods  presented with United States GAAP, except as indicated
in note #21 to the consolidated financial statements.

         On  April  19,  2002,  the  Company   completed  the  acquisition  (the
"Acquisition") of National Subsidiary. Pursuant to the terms of the Acquisition,
the shareholders of National  Subsidiary  received an aggregate of Cdn$1,500,000
in cash and  7,259,920  common  shares.  The  holders  of the  common  shares of
National Subsidiary received $0.35625 in cash and 1.65815 common shares for each
common  share of National  Subsidiary  owned and each  holder of special  shares
received 1.65815 common shares for each special share owned.

         The  Acquisition  was completed  after the completion by the Company of
the private placement of 3,750,000 common shares at a price of US$0.40 per share
for gross proceeds of US$1,500,000.

         On May 7, 2002, the Company  changed its name to National  Construction
Inc. from BrandEra Inc.

                             SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
FISCAL YEAR ENDED(2)                      FEB 28,             FEB 28,        FEB 28,         FEB 29,      FEB 28,
                                          2003                2002           2001             2000         1999
<S>                                        <C>                 <C>             <C>            <C>            <C>
Sales                                      68,315              29,422          60,345         85,471         60,711
Gross profit                                  696               2,780           4,663          5,378          5,831
Net Income (loss)                         (4,143)             (2,851)         (1,669)            363            263
Earnings (loss) Per Share(2)(3)            (0.29)              (0.68)          (0.40)           0.09           0.06
Wgt. Avg. No. Shares(1)                    14,406               4,211           4,211          4,211          4,211
Dividends Per Share                           Nil                 Nil             Nil            Nil            Nil
Working Capital                             (737)               (277)           3,101          4,092          4,431
Long-term Liabilities                       1,580               1,697           1,758          1,801          2,180
Shareholders' Equity (Deficiency)(1)        (922)               (361)           2,490          4,159          3,796

Total Assets                               11,194               9,308          12,168         28,987         13,890

</TABLE>

         Notes:

         (1)      As a result of the  Acquisition of National  Subsidiary  which
                  was a reverse  takeover of the Company  completed on April 19,
                  2002,  the weighted  number of common shares  outstanding  was
                  increased to 15,514,974, and shareholder's equity increased to
                  $3,623,131.

         (2)      All amounts are rounded to nearest  thousand  dollars,  except
                  earnings per share.

         (3)      Basic and fully diluted.



                                       5
<PAGE>


         In this Annual Report,  unless otherwise specified,  all dollar amounts
are expressed in Canadian  Dollars.  The Government of Canada permits a floating
exchange rate to determine the value of the Canadian  Dollar  against the United
States Dollar (US$). As at September 30, 2003, the exchange rate was $1.35.

         The  following  tables set forth the rate of exchange  for the Canadian
Dollar,  average  rates for the end of Fiscal Year 1998 through  Fiscal 2003, as
well as for the last six  months,  and the  range of high and low  rates for the
period. For purposes of the tables,  the rate of exchange  approximates the noon
buying  rate in New York City for  cable  transfers  in  foreign  currencies  as
certified  for customs  purposes by the Federal  Reserve  Bank of New York.  The
tables set forth the number of Canadian  Dollars  required under that formula to
buy one United States Dollar. The average rate means the average of the exchange
rates on the last day of each month during the period.

                      UNITED STATES DOLLAR/CANADIAN DOLLAR

<TABLE>
<CAPTION>
                                                          Average      High         Low          Close
<S>                                                      <C>          <C>          <C>          <C>
Fiscal 2003 Ended February 28, 2003                       1.56         1.56         1.49         1.49
Fiscal 2002 Ended February 28, 2002                       1.56         1.62         1.51         1.61
Fiscal 2001 Ended February 28, 2001                       1.50         1.56         1.44         1.53
Fiscal 2000 Ended February 29, 2000                       1.48         1.54         1.43         1.45
Fiscal 1999 Ended February 28, 1999                       1.50         1.59         1.40         1.51
Fiscal 1998 Ended February 28, 1998                       1.40         1.47         1.36         1.42
</TABLE>


<TABLE>
<CAPTION>
                 SEPTEMBER            AUGUST             JULY             JUNE           MAY          APRIL
                   2003                2003              2003             2003          2003           2003
                --------------      ------------       ---------        ----------    ----------     --------
<S>             <C>                 <C>                <C>              <C>           <C>            <C>
High            1.39                1.4100             1.4114           1.3768        1.4221         1.4843
Low             1.35                1.3836             1.3368           1.3348        1.3446         1.4336
</TABLE>

         B.       CAPITALIZATION AND INDEBTEDNESS

                  Not applicable.

         C.       REASONS FOR THE OFFER AND USE OF PROCEEDS

                  Not applicable.

         D.       RISK FACTORS

         You should  carefully  consider the risks and  uncertainties  described
below before  making any  investment  decision.  If any of the  following  risks
actually occur, our business,  financial condition or operating results could be
materially  harmed.  This could cause the trading  price of our common shares to
decline, and you may lose all or part of your investment.

         This Annual Report  contains  forward-looking  statements  that involve
known and unknown risks and uncertainties. These statements relate to our plans,
objectives,  expectations  and  intentions.  Our  actual  results  could  differ
materially  from  those  discussed  in  these  statements.  Factors  that  could
contribute to these  differences  include those discussed below and elsewhere in
this Annual Report.

                                       6
<PAGE>

         WE HAVE A HISTORY OF LOSSES,  WE MAY NOT ACHIEVE  PROFITABILITY AND OUR
FINANCIAL  STATEMENTS  CONTAIN  DISCLOSURES ABOUT THE RISKS AND UNCERTAINTIES OF
OUR ABILITY TO CONTINUE IN BUSINESS AS A GOING CONCERN.

         National  has had a  history  of losses  and as of  February  28,  2003
National has not achieved  profitability  on an annual basis to date. If we ever
do achieve  profitability,  we cannot assure you that we can sustain or increase
profitability.  If  revenues  grow slower than we  anticipate,  or if  operating
expenses  exceed  our  expectations  or  cannot  be  adjusted  accordingly,  our
business,  results of operations and financial  condition will be materially and
adversely affected.

         There is no  assurance  that the  operations  of  National  will become
profitable or if that if it does, it will be  sustained.  National's  operations
require significant  financial resources,  and there is no assurance that future
revenues  will  be  sufficient  to  generate  the  funds  required  to  continue
National's  business  development.  If we do not have sufficient capital to fund
our operations, we may be required to forego certain business opportunities.

         The Company's independent auditors have included an explanatory note in
the audited  consolidated  financial  statements for the year ended February 28,
2003 of National,  stating that certain factors raise doubt about our ability to
continue as a going  concern.  Our  ability to  continue  as a going  concern is
dependant upon:

         (a)      ability to obtain new business, including appropriate bonding,
                  and a return to  profitability  and  achieving  positive  cash
                  flows in the near future;

         (b)      ability to secure additional financing on acceptable terms;

         (c)      ability to negotiate additional reductions in balances due and
                  payment  terms and  conditions  which the Company can meet for
                  amounts owing to existing unsecured creditors, and;

         (d)      The Company's ability to comply with terms of the repayment of
                  agreements reached with government authorities with respect to
                  late remittance of commodities taxes.

         See Item 5B "Liquidity and Capital Resources".


         WE MAY  NOT BE ABLE TO  HONOUR  OBLIGATIONS  AND  AGREEMENTS  TO  REPAY
STATUTORY DEDUCTIONS

         National  Subsidiary  has failed to pay an aggregate  of  approximately
$1,100,000 of sales tax to the taxation  authorities  for the province of Quebec
and Canada when due. Arrangements have been made with respective  authorities to
repay the balance over a period not to exceed three years. A further default, or
default on the  repayment  arrangement  could  impair the  Company's  ability to
continue on a going concern.

         WE  MAY  NOT  BE  ABLE  TO  NEGOTIATE  SATISFACTORY  ARRANGEMENTS  WITH
UNSECURED CREDITORS

         National Subsidiary owes approximately  $700,000 to suppliers and other
unsecured  creditors.  National  Subsidiary  is in  negotiations  to reduce  the
amounts  payable  to obtain  satisfactory  payment  terms  with  respect to such
payables.  A failure  to  successfully  negotiate  satisfactory  terms with such
unsecured  creditors  could impair the Company's  ability to continue as a going
concern.

         OUR NEW BUSINESS STRATEGY MAY NOT BE SUCCESSFUL

         National  recently  changed  its  business  strategy  to  focus  on its
maintenance  business.  The failure of the Company's new business strategy could
impair the Company's ability to continue as a going concern.


                                       7
<PAGE>


         NATIONAL RELIES ON A SMALL GROUP OF CUSTOMERS

         To date,  a  significant  portion  of  National's  revenue in any given
period has been derived from a small group of customers.  National  expects this
situation to continue in the future. Most of National's contracts are terminable
by the customer following limited notice and without  significant  penalty.  The
cancellation  or  deferral of  existing  contracts  or the failure to obtain new
contracts  in any quarter  could  materially  and  adversely  affect  National's
business,  results of operations  and  financial  condition for that quarter and
future periods.

         WE CANNOT OBTAIN PERFORMANCE BONDS

         Given National's history of losses, we cannot obtain performance bonds.
Many of the  construction  contracts we bid require  bonding.  The  inability of
National to obtain  performance  bonds may have a material adverse effect on the
business, operational results and financial condition of National.

         WE MAY HAVE  DIFFICULTY  RAISING  NEEDED  CAPITAL IN THE FUTURE,  WHICH
COULD SIGNIFICANTLY HARM OUR BUSINESS

         National  may require  additional  financing  in order to make  further
investments or take  advantage of  unanticipated  opportunities.  The ability of
National  to  arrange  such  financing  in the future  will  depend in part upon
prevailing  capital  market  conditions,  as well  as the  business  success  of
National.  There can be no assurance  that  National  will be  successful in its
efforts to arrange additional  financing on terms  satisfactory to National.  If
additional financing is raised by the issuance of shares from treasury,  control
of National  may change and  shareholders  may suffer  additional  dilution.  If
adequate  funds are not  available,  or are not available on  acceptable  terms,
National  may not be  able to take  advantage  of  opportunities,  or  otherwise
respond to competitive pressures.


         IF WE GUARANTEE  THE TIMELY  COMPLETION OR  PERFORMANCE  STANDARDS OF A
PROJECT, WE COULD INCUR ADDITIONAL COSTS TO COVER OUR GUARANTEE OBLIGATIONS

         In  many  instances  and in  most  of  our  fixed-price  contracts,  we
guarantee to our customer that we will  complete a project by a scheduled  date.
We sometimes provide that the project, when completed, will also achieve certain
performance  standards.  If we  subsequently  fail to  complete  the  project as
scheduled,  or if the project subsequently fails to meet guaranteed  performance
standards,  we may be held  responsible for cost impacts to the client resulting
from any delay or the costs to cause the  project  to  achieve  the  performance
standards.  In some cases, where we fail to meet performance  standards,  we may
also be subject to  agreed-upon  liquidated  damages.  To the extent  that these
events occur, the total costs of the project would exceed our original estimates
and we could  experience  reduced  profits  or, in some  cases,  a loss for that
project.

         THE  NATURE  OF  OUR  CONSTRUCTION  BUSINESS  EXPOSES  US TO  POTENTIAL
LIABILITY CLAIMS AND CONTRACT DISPUTES WHICH MAY REDUCE OUR PROFITS

         We  engage  in  engineering  and  construction   activities  for  large
industrial facilities where design,  construction or systems failures can result
in substantial injury or damage to third parties. Any liability in excess of our
insurance  limits at locations  engineered or  constructed by us could result in
significant liability claims against us, which claims may reduce our profits. In
addition,  if there is a customer  dispute  regarding our performance of project
services, the customer may decide to delay or withhold payment to us. If we were
ultimately unable to collect on these payments, our profits would be reduced.


                                       8
<PAGE>

         WE ARE IN DEFAULT OF OUR OBLIGATION TO A SECURED LENDER

         National  Subsidiary is in default of covenants to its secured  lender.
Failure by the  Company to remedy the default  might lead to the secured  lender
taking action against  National  Subsidiary and the Company,  which could impair
the Company's ability to continue as a going concern.

         WE ARE VULNERABLE TO THE CYCLICAL NATURE OF THE MARKETS WE SERVE

         The  demand  for our  services  and  products  is  dependent  upon  the
existence of projects with engineering, procurement,  construction,  maintenance
and management  needs.  Although  downturns can impact our entire business,  our
energy, petrochemical,  pulp & paper, environmental and mining markets exemplify
sectors  that are cyclical in nature and may be affected by a decrease in demand
for the projects in these  industries.  Industries such as these and many of the
others we serve have  historically  been and will  continue to be  vulnerable to
general downturns and are cyclical in nature. As a result, our past results have
varied  considerably  and may  continue  to vary  depending  upon the demand for
future projects in these  industries.  In general,  the industrial  construction
market is cyclical  and  seasonal as it is affected by the strength of the local
economy and the strength of commodity markets.

         QUARTERLY   RESULTS  ARE   UNPREDICTABLE  AND  SUBJECT  TO  SIGNIFICANT
FLUCTUATION

         National may  experience  fluctuations  in future  quarterly  operating
results that may be caused by many factors,  including: (i) changes in the level
of operating  expenses to support future growth;  and (ii) competitive  factors.
Consequently,   National  believes  that  period-to-period  comparisons  of  its
operating  results will not  necessarily  be meaningful and should not be relied
upon as an  indication  of  future  performance.  It is likely  that the  future
quarterly  operating  results  of  National  from time to time will not meet the
expectations  of  securities  analysts or  investors,  which may have a material
adverse effect on the market price of the common shares.

         National's  operating  results may vary  significantly  from quarter to
quarter  as a result of a variety  of  factors,  many of which  are  outside  of
National's control. These factors include:

         o        demand  for  industrial   construction  in  the  markets  that
                  National operates;

         o        successful   completion  of  current  and  past  projects  and
                  limiting cost overruns;

         o        ability  to  tender  and  obtain  new  work  and   maintain  a
                  significant backlog of future work;

         o        fluctuating economic cycles;

         o        amount  and  timing of capital  expenditures  and other  costs
                  relating to the expansion of National's operations;

         o        introduction  of new or  enhanced  services by National or its
                  competitors;

         o        timing and number of new personnel;

         o        loss  of  a  key   service  or   construction   contracts   or
                  relationships;

         o        types of construction completed by National; and

         o        incurrence of costs relating to future acquisitions.

                                       9
<PAGE>

         INTENSE COMPETITION IN THE MAINTENANCE AND CONSTRUCTION  INDUSTRY COULD
REDUCE OUR MARKET SHARE AND PROFITS

         Competition within the industrial construction and maintenance industry
is intense,  and  competition  is  expected  to increase in the future.  Some of
National's  competitors  have greater name  recognition  and greater  financial,
technical  and  marketing  resources  than  National.   Such  competitors  could
materially  and  adversely  affect  the  business,  results  of  operations  and
financial condition of National. In particular, the engineering and construction
markets are highly  competitive  and require  substantial  resources and capital
investment in equipment,  technology  and skilled  personnel.  Competition  also
places  downward  pressure on our contract  prices and profit  margins.  Intense
competition  is  expected  to  continue  in these  markets,  presenting  us with
significant  challenges  in our  ability  to  obtain  strong  growth  rates  and
acceptable  profit  margins.   If  we  are  unable  to  meet  these  competitive
challenges,  we could lose market share to our  competitors  and  experience  an
overall reduction in our profits.

         NATIONAL MAY NOT BE ABLE TO MANAGE GROWTH AND RELATIONSHIPS

         National may experience growth,  which could place a significant strain
on its managerial,  financial and operational resources. National is required to
simultaneously manage multiple relationships with various strategic partners and
other third parties. These requirements could be strained if National's business
and/or  operations  continue to grow or if National enters into additional third
party relationships. National cannot assure you that its current infrastructure,
procedures  or controls  will be adequate to support its  operations or that its
management will be able to effectively manage any growth.

         THE LOSS OF, OR INABILITY TO ATTRACT,  KEY PERSONNEL  COULD  MATERIALLY
ADVERSELY AFFECT OUR BUSINESS

         National's performance  substantially depends on the performance of its
executive  officers and other key employees.  Although  National has experienced
senior management personnel, National is substantially dependent on the services
of a few key personnel,  particularly Keith F. Eaman and Andre Beaudoin, for the
successful  operation  of its  business.  The loss of the services of any of its
executive  officers  could have a material  adverse  effect on the  business  of
National.  National does not have key man insurance on the lives of any of these
individuals.  The  competition  for senior  management,  experienced  industrial
construction personnel, qualified skilled labour and other employees is intense,
and  National  has  experienced  difficulty  from  time to time  in  hiring  and
retaining  the  personnel  necessary  to  support  its  business.  Consequently,
National cannot assure you that it will be able to attract and retain  qualified
personnel.


         EXTENSIVE GOVERNMENT  REGULATION AND LICENSING MAY ADVERSELY AFFECT OUR
BUSINESS

         National's  operations  are  subject  to  regulation,  supervision  and
licensing under numerous federal, provincial and local laws, including extensive
regulations concerning safety, employment of labour and various other aspects of
National's  business.  The impact of such  regulations  varies  depending on the
location of the project.  In addition,  from time to time,  regulatory  agencies
have considered and may enact  additional  legislation or regulations that could
affect the industrial construction and maintenance industry.

                                       10
<PAGE>




         CERTAIN OF OUR EXPENSES ARE FIXED

         As a result of National's current business focus,  potential growth and
acceptance  of new  contracts,  National  may  not be able  to  accurately  plan
operating  expenses.  Some  of  National's  expenses  are  fixed,  and  some  of
National's  expense levels are based, in part, on National's  expectations as to
future revenues and anticipated growth.  National cannot assure you that it will
be able to accurately predict its revenues, particularly in light of the intense
competition.  If National  fails to accurately  predict  revenues in relation to
fixed-expense  levels,  such  failure  could have a material  adverse  effect on
National's business, results of operations and financial condition.

         THE ABSENCE OF LIABILITY INSURANCE COVERAGE MAY AFFECT OUR BUSINESS

         We may be  exposed  to  potential  liability  claims by  customers.  We
presently  maintain  liability  insurance  coverage  although  there  can  be no
assurance that it will be sufficient to cover all possible  liabilities to which
we may be exposed.  In the event of a successful suit against us,  insufficiency
of insurance coverage could have a material adverse effect on us.

         WE ARE CONTROLLED BY CURRENT STOCKHOLDERS AND DIRECTORS

         Current  directors  and  officers  are and will  continue to be able to
exercise  control  over the election of our  directors  and the  appointment  of
officers, increase the authorized capital, dissolve, merge or engage us in other
fundamental corporate transactions.

         WE MAINTAIN A WORKFORCE BASED UPON CURRENT AND  ANTICIPATED  WORKLOADS.
IF WE DO NOT RECEIVE  FUTURE  CONTRACT  AWARDS OR IF THESE  AWARDS ARE  DELAYED,
SIGNIFICANT COSTS MAY RESULT

         Our  estimates of future  performance  depend on, among other  matters,
whether  and  when we will  receive  certain  new  contract  awards.  While  our
estimates  are  based  upon our good  faith  judgment,  these  estimates  can be
unreliable and may frequently  change based on newly available  information.  In
the  case of  large-scale  projects  where  timing  is  often  uncertain,  it is
particularly  difficult  to predict  whether and when we will receive a contract
award.  The  uncertainty  of contract award timing can present  difficulties  in
matching our workforce  size with our contract  needs.  If an expected  contract
award is delayed or not received, we could incur costs resulting from reductions
in staff or redundancy of facilities  that would have the effect of reducing our
profits.

         In  addition,  the  workforce  and  labour  supply  in  the  industrial
construction  and  maintenance  industry is aging and is  contracting  such that
there is an increasing  shortage of available  skilled labour.  The inability of
National to maintain an available  skilled workforce may have a material adverse
effect on the business, operational results and financial condition of National.

                                       11
<PAGE>



         THE LIMITED PRIOR PUBLIC MARKET AND TRADING  MARKET MAY CAUSE  POSSIBLE
VOLATILITY IN OUR STOCK PRICE

         There has only been a limited  public  market  for our  securities  and
there can be no assurance that an active  trading market in our securities  will
be  maintained.  The  OTC  Bulletin  Board  is  an  unorganized,   inter-dealer,
over-the-counter  market which  provides  significantly  less liquidity than the
Nasdaq Stock Market,  and quotes for stocks  included on the OTC Bulletin  Board
are not listed in the  financial  sections  of  newspapers  as are those for the
Nasdaq  Stock  Market.  In  addition,  the  stock  market  in  recent  years has
experienced  extreme  price  and  volume  fluctuations  that  have  particularly
affected the market prices of many smaller  companies.  The trading price of our
common shares is expected to be subject to significant  fluctuations in response
to  variations in quarterly  operating  results,  changes in analysts'  earnings
estimates,  announcements  of  innovations  by us or  our  competitors,  general
conditions  in the  industry  in which  we  operate  and  other  factors.  These
fluctuations,  as well as general  economic  and market  conditions,  may have a
material or adverse effect on the market price of our common shares.

         In  addition,  the common  shares are  currently  listed on TSX Venture
Exchange  Inc.,  and factors such as  announcements  of quarterly  variations in
operating results, or new actions by competitors of National,  as well as market
conditions in the industrial  construction and maintenance industry,  may have a
significant  impact on the market price of the common  shares.  The stock market
has from time to time experienced extreme price and volume  fluctuations,  which
have  often  been  unrelated  to the  operations  of  particular  companies.  In
addition, there can be no assurance that an active public market will develop or
be sustained for the common shares.  The market price of the common shares could
be subject to significant  fluctuations in response to quarterly  variations and
operating  results of  National,  changes in financial  estimates by  securities
analysts  or other  events or factors,  many of which will be beyond  National's
control.

         WE HAVE PAID NO DIVIDENDS

         National has never paid cash  dividends.  It is the policy of the Board
of  Directors  of  National  to  retain  earnings  to  finance  the  growth  and
development of its business, and therefore,  National does not anticipate paying
cash dividends on the common shares in the foreseeable future.

         PENNY   STOCK   REGULATIONS   MAY  IMPOSE   CERTAIN   RESTRICTIONS   ON
MARKETABILITY OF OUR SECURITIES

         The Securities and Exchange  Commission (the  "Commission") has adopted
regulations  which  generally  define a "penny stock" to be any equity  security
that has a market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions.  As a result,
our common  shares are subject to rules that impose  additional  sales  practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers and accredited  investors (generally those with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their spouse).  For transactions  covered by these rules, the broker-dealer
must  make  a  special  suitability  determination  for  the  purchase  of  such
securities and have received the purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock, unless exempt, the rules require the delivery,  prior to the transaction,
of a risk disclosure  document mandated by the Commission  relating to the penny
stock market.  The  broker-dealer  must also disclose the commission  payable to
both the broker-dealer and the registered representative, current quotations for
the  securities  and,  if  the  broker-dealer  is the  sole  market  maker,  the
broker-dealer must disclose this fact and the  broker-dealer's  presumed control
over the market.  Finally,  monthly  statements must be sent  disclosing  recent
price information for the penny stock held in the account and information on the
limited  market in penny  stocks.  Consequently,  the  "penny  stock"  rules may
restrict the ability of broker-dealers to sell our securities and may affect the
ability of  investors to sell our  securities  in the  secondary  market and the
price at which such purchasers can sell any such securities.

                                       12
<PAGE>

         Shareholders  should be aware that,  according to the  Commission,  the
market for penny stocks has suffered in recent years from  patterns of fraud and
abuse. Such patterns include:

         (a)      control  of  the  market  for  the  security  by  one or a few
                  broker-dealers  that are  often  related  to the  promoter  or
                  issuer;

         (b)      manipulation  of  prices  through   prearranged   matching  of
                  purchases and sales and false and misleading press releases;

         (c)      "boiler room" practices  involving high pressure sales tactics
                  and  unrealistic  price  projections  by  inexperienced  sales
                  persons;

         (d)      excessive and undisclosed bid-ask differentials and markups by
                  selling broker-dealers; and

         (e)      the wholesale  dumping of the same securities by promoters and
                  broker-dealers after prices have been manipulated to a desired
                  level, along with the inevitable collapse of those prices with
                  consequent investor losses.

         Our  management is aware of the abuses that have occurred  historically
in the penny  stock  market.  Although  we do not expect to be in a position  to
dictate the behavior of the market or of  broker-dealers  who participate in the
market,  management will strive within the confines of practical  limitations to
prevent the described patterns from being established with respect to our common
shares.

         ADDITIONAL   AUTHORIZED   COMMON  SHARES  AVAILABLE  FOR  ISSUANCE  MAY
ADVERSELY AFFECT THE MARKET

         We are authorized to issue an unlimited number of common shares.  As of
September 30, 2003, there were 15,514,974  common shares issued and outstanding,
which amount does not include 1,106,600 common shares issuable upon the exercise
of options at exercise prices ranging  between  CDN$0.10 and CDN$15.75 per share
and upon the exercise of 724,555  warrants at exercise  prices  ranging  between
$12.90 and $14.00 per share.

         Any  issuance  of  additional  common  shares  may  cause  our  current
shareholders  to suffer  significant  dilution,  which may adversely  affect the
market  for our  securities.  Sales in the public  market of our  common  shares
underlying  such  options or warrants may  adversely  affect  prevailing  market
prices for our common shares.  Moreover, the terms upon which we will be able to
obtain additional equity capital may be adversely  affected since the holders of
such outstanding  securities can be expected to exercise their respective rights
therein at a time when we would, in all likelihood, be able to obtain any needed
capital on terms more favorable to us than those provided in such securities.

         SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET

         Of the  15,514,974  common  shares  held by our  present  stockholders,
13,769,556  common  shares may be available for public sale by means of ordinary
brokerage  transactions  in the open market  pursuant  to Rule 144,  promulgated
under the Act,  subject to certain  limitations.  In general,  under Rule 144, a
person (or persons  whose shares are  aggregated)  who has  satisfied a one-year
hold period may, under certain circumstances, sell within any three-month period
a number of  securities  which  does not  exceed  the  greater of 1% of the then
outstanding  common  shares or the average  weekly  trading  volume of the class
during the four calendar weeks prior to such sale. Rule 144 also permits,  under
certain  circumstances,  the sale of securities,  without any  limitation,  by a
person who is not an affiliate  of the Company and who has  satisfied a two-year
holding period.

                                       13
<PAGE>

         In addition,  1,745,418  common shares of the Company are subject to an
escrow  agreement  (the "TSX  Venture  Escrow  Agreement")  required  by the TSX
Venture  Exchange  Inc.  (the  "Escrowed  Shares").  Pursuant to the TSX Venture
Escrow Agreement,  an aggregate of 1,745,418 Escrowed Shares will be released on
November 15, 2003.

         LIMITATION ON DIRECTOR AND OFFICER LIABILITY

         As permitted by Canadian law, our articles of  amalgamation  limits the
liability  of our  directors  for  monetary  damages for breach of a  director's
fiduciary  duty except for  liability in certain  instances.  As a result of our
charter  provision and Canadian  law,  stockholders  may have limited  rights to
recover  against  directors  for breach of  fiduciary  duty.  In  addition,  our
certificate of incorporation  provides that we shall indemnify our directors and
officers to the fullest extent permitted by law.


ITEM 4.       INFORMATION ON THE COMPANY


         A.       HISTORY AND DEVELOPMENT OF THE COMPANY

         ABOUT PREDECESSORS TO THE COMPANY

         The Company came into existence on August 15, 1995 as the result of the
amalgamation  of Grand Empire  Explorations  Ltd.  ("Grand  Empire") and Warp 10
Technologies  Inc. ("Warp 10 - private").  The  amalgamated  company adopted the
name, Warp 10 Technologies  Inc. An amalgamation is a transaction under Canadian
law whereby two companies are combined to form an amalgamated company entity and
shareholders  in the  predecessor  companies  receive shares in the  amalgamated
company entity.  There were no material  relationships  or affiliations  between
Grand Empire and "Warp 10 - private" prior to the amalgamation.

         "Warp 10 - private" was  incorporated  pursuant to the laws of Ontario,
Canada,  on July 18, 1994.  Prior to the  amalgamation,  "Warp  10-private"  was
engaged  in the  development  of  computer  data-transfer  technology  and other
computer-related  systems for the  publishing  and  graphics  industries.  "Warp
10-private" had carried out limited  marketing  efforts and was still developing
its products at the time of the amalgamation.

         Grand Empire was incorporated pursuant to the laws of Ontario,  Canada,
on June 3, 1985. Prior to the amalgamation,  Grand Empire was a reporting issuer
under  the  securities  laws of  Ontario  and had been  involved  in oil and gas
property  exploration  and  development.  Grand  Empire had no  material  assets
immediately prior to the amalgamation. The Company's common shares traded on the
Canadian Dealing Network from August 22, 1995 to October 2, 2000 when they moved
to the Canadian  Venture  Exchange Inc. (now the TSX Venture Exchange Inc.) were
they are currently traded. The common shares traded on the Nasdaq SmallCap Stock
Market from March 8, 1996  through  April 23, 2001 and now trade on the NASD OTC
Electronic Bulletin Board.

         On January  12,  2000 Warp 10  Technologies  Inc.  changed  its name to
BrandEra.com Inc. ("BrandEra"), to reflect a business model of a vertical portal
comprising a network of Websites  for the  advertising  and  creative  community
worldwide.  On April 23, 2001 BrandEra completed a 1 for 10 share  consolidation
and changed its name to BrandEra Inc. in order to try to satisfy the minimum bid
price requirement price requirement of $1.00, as set forth by the Nasdaq market.
On  April  24,  2001,  when  the   consolidation  was  unable  to  satisfy  this
requirement, the Company was delisted from the Nasdaq Small Cap Market and moved
to the OTCBB.


                                       14
<PAGE>


         ABOUT THE ACQUISITION

         On October 31, 2001,  the Company  entered into an  arm's-length  share
exchange agreement (the "Share Exchange Agreement") with National Subsidiary and
the  shareholders  of National  Subsidiary  dated October 30, 2001,  pursuant to
which BrandEra agreed to acquire all of the issued and outstanding common shares
and special shares of National  Subsidiary in exchange for CDN$1,500,000 in cash
and 7,259,920 common shares of the Company (the "Acquisition"). The Company also
announced  that it would raise up to a maximum of $1,500,000 by way of a private
placement of common shares at a price of $0.40 per share (the "BrandEra  Private
Placement").

         The  Company  completed  the  first  tranche  of the  BrandEra  Private
Placement on February 18, 2002 with the issuance of 2,611,545  common shares for
total proceeds of US$1,044,618.  The Company completed the second tranche of the
BrandEra  Private  Placement on April 19,  2002,  with the issuance of 1,138,455
common shares for total proceeds of US$455,382.

         On April 19, 2002 the  Acquisition was completed and in accordance with
the  Share  Exchange   Agreement,   Standard   Securities  Capital   Corporation
("Standard")  was paid a finder's  fee of US  $288,700  paid by the  issuance of
721,750 common shares of the Company.

         The Company also entered into an agreement  with an arm's length party,
pursuant  to which  the  Company  had the  option  for a period  of 24 months to
require the party to purchase  the shares of the sole  subsidiary  of  BrandEra,
BrandEra.com  (U.S.) Inc.,  as well as the Web site  "portfolios.com",  any time
after the completion of the Acquisition for cash  consideration of CDN$1,500,000
(the "BrandEra Asset Put Agreement").  The Company exercised its option pursuant
to the BrandEra Asset Put Agreement on April 22, 2002,  following the completion
of the Acquisition.

         On May 7, 2002, the Company  changed its name to National  Construction
Inc. On May 15, 2002, the TSX Venture Exchange Inc.  approved  completion of the
Acquisition as a reverse take-over of the Company.

         ABOUT NATIONAL SUBSIDIARY

         National  Subsidiary is a wholly-owned  subsidiary of National  through
which National  conducts its entire  business  operations.  National  Subsidiary
commenced  business in 1941 and was incorporated as National Welding Co. Ltd. by
Letters  Patent dated December 29, 1948 issued under Part I of the Companies Act
(Quebec) and was continued under Part IA by Articles of  Continuation  issued on
November  8,  1981  under  the  name of  Corporation  de  Construction  National
Ltee/National Construction Corporation Ltd.

         National  Subsidiary was  established in 1948 as a  Canadian-controlled
private company by the McCullough family,  under the name of National Welding Co
Ltd., in Montreal,  Quebec, operating in the industrial construction contracting
industry.  In the  1950's,  National  relocated  to offices in Ville St Laurent,
Quebec. On January 20, 1964,  National  Subsidiary  changed its name to National
Welding  and  Construction  Corp.  Ltd.,  and  on  July  12,  1965  to  National
Construction  Corporation  Ltd. The offices of National were moved to Longueuil,
Quebec in 1973.


                                       15
<PAGE>


         On June 30, 1988,  National Subsidiary was acquired from the McCullough
family by Keith F. Eaman,  the current  Chairman of the Board, who had extensive
knowledge of the industry, having been involved for many years in the insulation
contracting and distribution  business.  On May 12, 1992, Groupe de Construction
National  State  Inc.  was  incorporated  under  Part  IA of the  Companies  Act
(Quebec),  and one common share was issued to National. On July 10, 1992, Groupe
de Construction National State Inc. and National were amalgamated under the name
of Groupe de Construction National-State  Inc./National-State Construction Group
Inc. On July 15, 1992, all common shares of National Subsidiary were transferred
to The Manson  Group Ltd.  and The Manson  Group Ltd.  converted  $2,000,000  in
advances it had made to National  Subsidiary into  additional  common shares and
2,000,000 common shares were issued to Bracknell Corporation,  a Canadian public
company  involved in the  construction  business.  In September  1999, Mr. Eaman
re-acquired  the shares of National  Subsidiary  from Bracknell  Corporation and
indirectly  Bradley  D.  Griffiths  acquired  30%  of  the  shares  of  National
Subsidiary.  On October  13,  1999,  National  Subsidiary  changed its name from
National-State  Construction  Group Inc. to National  Construction Group Inc. On
March 1, 2000,  National  Subsidiary  amalgamated with two of its  subsidiaries,
Groupco Inc. and I.C.S. Quebec Inc. In April 2001, the head office and warehouse
of National  Subsidiary  moved from Longeuil,  Quebec to the present location at
3000, Boulevard Matte, Brossard, Quebec.

         The articles of National  Subsidiary  were amended on February 26, 2002
to create special shares.

         In  September  2002,  National  Subsidiary  sold  its 50%  interest  in
National SNC-Lavalin  Constructors Inc. ("NSL") to its partner SNC-Lavalin Group
Inc.  for  $400,000.  NSL  provides  construction  services  in the  Province of
Alberta.  The sale allowed the Company to improve cash flow by  eliminating  the
start-up costs associated with NSL.

         On April 1, 2003, National Subsidiary sold its maintenance  business to
National  Maintenance  Inc.  ("National   Maintenance"),   a  new  wholly  owned
subsidiary of National Construction Inc.

         The  principal  and  head  office  of  National  and  its  wholly-owned
subsidiary,  National Subsidiary and National  Maintenance,  are located at 3000
Matte Blvd.,  Second Floor,  Brossard,  Quebec J4Y 2H5, telephone number:  (450)
444-2405.  The  registered  office of National is located at 5255 Yonge  Street,
Suite #705,  North  York,  Ontario,  Canada M2N 6P4.  The  registered  office of
National  Subsidiary and National  Maintenance  are located at 3000 Matte Blvd.,
Second Floor, Brossard, Quebec J4Y 2H5.

         National   Maintenance  Inc.   currently  has  two  subsidiaries   (the
"Additional National Subsidiaries"), which are Auprocon Limited ("Auprocon") and
Entretien Industriel N-S Inc. ("ENS"), both of which are wholly-owned.

         The head  office  and  registered  office  of ENS is  located  at 3000,
Boulevard Matte,  Brossard,  Quebec J4Y 2H5. ENS was incorporated by Articles of
Incorporation  issued  pursuant to the  provisions of Part IA of the Company Act
(Quebec) on November 23, 1992.

         The head office and  registered  office of Auprocon is located at 3000,
Boulevard Matte, Brossard, Quebec J4Y 2H5. Auprocon was incorporated by Articles
of  Incorporation  pursuant to the provisions of the Business  Corporations  Act
(Ontario)  on December  11,  1990 and was  continued  under the Canada  Business
Corporations Act by Articles of Continuance issued on March 4, 1996.

         National has an unlimited number of common shares  authorized and as at
September 30, 2003, 15,514,974 common shares were issued and outstanding.

                                       16
<PAGE>

         The  Company's  common  shares trade on the TSX Venture  Exchange  Inc.
under the symbol "NAT" and on The NASD OTC  Electronic  Bulletin Board under the
symbol "NATS".  Prior to May 7, 2002,  the Company's  common shares traded under
the symbol "BRND."

         B.       INDUSTRY OVERVIEW OF NATIONAL

         BACKGROUND TO THE INDUSTRY

         National is a maintenance and construction contracting services company
in  the   Industrial   market.   The  Industrial   market   includes  the  heavy
manufacturing, process and resource industries comprising, the petrochemical and
chemical,  pulp and paper,  oil and gas, and energy,  and mining and  metallurgy
sectors of the economy.

         Plant maintenance  contracts often provide long-term recurring revenue.
Industry  consultants  have  indicated  that the top ten  United  States oil and
chemical companies spend over $8 billion in annual maintenance costs,  excluding
modifications and upgrades. A July 2001 survey by the Plant Maintenance Resource
Center  based in the United  States  found that  around one third of  Industrial
plants' maintenance budgets were spent on maintenance contractors.  An aggregate
of  approximately  25% of  respondents  reported a significant  increase in site
expenditure  on  maintenance   contractors   over  the  past  five  years,   and
approximately 51% expected the expenditure to increase further in the next three
to five years.

         According  to  the  latest  available  Industry  Canada  report  on the
construction  sector, the Canadian  contracting  industry undertook work with an
aggregate  value of $22 billion in the  industrial  construction  market  (which
excludes residential  building) and $22 billion in the engineering  construction
market,  which  includes oil and gas  facilities,  pipelines,  sewers and water,
roads and bridges.

         The  conventional  construction  market  in  the  Province  of  Quebec,
National's  principal  market, is characterized by fluctuating  demand,  limited
long-term growth and is highly price  sensitive,  as a result of being served by
numerous small, local contractors.

         Maintenance and Related Work in Operating Plants
         ------------------------------------------------

         The   maintenance   market   involves   three   principal   activities:
modifications,  maintenance,  and plant  operations,  as well as a niche market,
maintenance specialty services.

         The  trend  towards  increasing  cost  effectiveness   results  in  the
requirement  to modify or upgrade  certain  elements  of an  operating  plant or
facility.   As  plants  have  downsized   their  in-house  staff  levels,   most
modifications are now generally carried out under separate external  engineering
and  installation  contracts.  Increasingly,  owners are  selecting  "preferred"
design  houses  and   installation   contractors   to  carry  out  most  of  the
modifications work, which reduces contract  administration costs. However, large
modifications  are still  rendered  individually.  Annual  budgets in each plant
often vary considerably, since modifications and upgrades may derive from new or
improved  technologies,  or change of process or product due to factors  such as
market   conditions  or  product  demand,   regulatory   changes  and  technical
improvements.

                                       17
<PAGE>

         Maintenance activities,  involving routine, and non-routine maintenance
of operating  plant  equipment and  infrastructure,  is a major component of the
total plant's annual  operating costs.  Budgets tend to be stable,  dependent on
the ability to control breakdown or unplanned occurrences. Plant shutdowns occur
at regular intervals to allow access to equipment for maintenance, and have high
profile due to the  consequential  loss of  production  capacity.  The resources
required to carry out these maintenance activities are either:

         1.       Resources  provided by the  external  contractor  market where
                  skills are not  available  in-house as an external  provision,
                  and include trade labour for  shutdowns,  minor  modifications
                  and peak loading; or

         2.       Resources  provided  by an  in-house  core work  force,  which
                  typically carries out planned routine regular maintenance, and
                  can  represent  between  40 to  50% of a  plant's  maintenance
                  budget.

Finally,  other  non-core  maintenance   requirements  will  fluctuate  and  are
dependent  on the  support  infrastructure  available  locally and the amount of
unplanned  work expected.  This work includes  technical  support/workshops  and
repair facilities and may be carried out by the contractor market, or in-house.

         Operating a plant is traditionally  viewed as a separate  activity from
plant  maintenance,  under  separate  supervision  and  direction,  and budgeted
separately from the plant maintenance  budget.  Expenditures from plant to plant
will vary  dependent  on the age of the plant,  the type of  product,  the union
situation,  and the geographic  location.  In most plants, the owner's personnel
carry out operations activities. However, recent management initiatives to align
maintenance  with  operations  have resulted in personnel being trained to carry
out some  operations  and  maintenance  activities.  Although union and internal
politics  still  hamper  change,  it is expected  the  barriers  between the two
disciplines  will erode and for the reasons  described  later,  the trend toward
outsourcing will increase opportunities in plant operations.

         Maintenance  specialty  services  consist  of a very  fragmented  niche
market, and include consultancy/studies,  management and engineering assistance,
plant and process  equipment  repairs,  servicing,  and specialist  calibration.
Although  these services are most often  outsourced,  some owners still maintain
in-house staff for the services.

         On an  annual  basis,  modifications  expenditures  fluctuate  based on
commodity  prices,  technical  and  process  upgrades,  as well as  governmental
directives,  while  maintenance  activities  are generally  stable for operating
plants.  National's  market focus is based on the  modifications and maintenance
sectors.

         The Role of the Contractor

         In a conventional scenario,  construction contractors obtain their work
through a competitive bidding process.  The work to be carried out is priced and
bid  competitively  against a number of rival  contractors.  Contracts  are then
awarded to the successful  contractor,  either directly by the owner or operator
of an industrial plant or facility,  or by an engineering or consulting  company
appointed  by the owner or operator to design  and/or act as  representative  in
supervising and managing the specific project or activities.

         The  role and  responsibilities  of the  contractor  in  executing  the
project will vary considerably, depending on its capability, the strategy of the
owner or operator and several  other  factors.  The two most common roles of the
construction contractor are as a general contractor or as a trade contractor.

         1.       A general  contractor is  responsible  for the majority of the
                  work carried out in execution of the project,  and carries out
                  the  various   disciplines  of   construction  or  maintenance
                  activity  either in-house or by  subcontracting  the work to a
                  trade contractor.


                                       18
<PAGE>

         2.       A trade contractor  carries out only specific trade discipline
                  activity as part of the  project,  usually  working  alongside
                  other trade contractors.

         In addition to these two roles,  there are several  variations to these
two roles, such as the management contractor and the multi-trade contractor.

         The management  contractor is responsible for the overall  execution of
the  project  or of  specific  project  phases,  and will  carry out the work by
employing trade personnel, either directly or through subcontracts, but taking a
greater  role in the  management  of the overall  project  than the  traditional
general  contractor by being involved in the  engineering  design,  procurement,
certification and handover of a project.

         The multi-trade contractor provides a complementary set of the required
skilled trades,  incorporating mechanical,  piping, electrical,  instrumentation
and other technical services.

         National  primarily  serves  as  a  multi-trade  contractor,  providing
mechanical, piping, electrical and instrumentation services.

         Commercial Environment
         ----------------------

         There are a number of  differing  commercial  arrangements  between the
contractor and the owner or the owner's representative,  which can be summarized
as either conventional contracts or non-conventional contracts.

         Conventional  contracts  are those that are  typically  awarded under a
competitive  bidding  process  on a project by project  basis,  and can  include
variations  such as lump sum or fixed price  contracts,  unit prices for defined
quantities  or items,  direct  supervision  and labour  reimbursement  at hourly
rates.  These contracts are often awarded solely on price criteria,  and margins
and risks are subject to fluctuations in work volume or  availability,  and also
to each competitor's workloads and market objectives.

         In excess of 50% of National's  revenues arise from contracts  obtained
through a competitive bid process. In the bidding process, an estimator uses the
cost of materials and  historical  rates of work to estimate the cost and amount
of labour  required  for the job. To these  costs,  other  estimates  and uplift
factors for materials,  supervision  and  management are added,  together with a
required  profit  margin.  The  profit  margin  factored  into a bid is based on
knowledge of prevailing market conditions,  competition,  and potential customer
relationship.  A contingency  amount to cover commercial and technical risks, as
well as related potential cost over-runs, will also be factored into the bid.

         Non-conventional  contracts  are usually  awarded by owners to selected
alliance partnerships,  preferred contractors or turnkey solution providers, and
include  negotiated  contracts.  The selection criteria in this category is more
than price,  the number of competitors is fewer, and margins are usually better.
However,  a  strong  emphasis  is  placed  on  the  timeliness  and  quality  of
performance,  as well as costs and budget compliance  performance  demands which
require  contractors to establish broader management and technical  competencies
than  contractors  familiar with the  conventional  competitive  bidding process
possess.


                                       19
<PAGE>


         Bonding Requirements
         --------------------

         Both conventional and  non-conventional  methods may require commercial
guarantees from contractors which fall into two main categories, bid bonding and
performance bonding.

         Bid bonding is a form of  security  provided  by a  contractor  that is
bidding for a project.  Bid bonding  guarantees  that such contractor will enter
into a contract within a specified  period of time and will furnish any required
performance  and labour and material  bonds at that time.  The typical  coverage
from a bid bond may range from 5% to 10% of the project value.

         Performance bonding is a form of security issued by a surety company to
guarantee performance or completion of a project. Performance bonding guarantees
the client that if the  contractor  fails to complete the project in  accordance
with the terms of the  construction  agreement,  the surety company will arrange
for completion of the project by others. The typical coverage from a performance
bond is between 20% and 50% of the project value.

         Provided the risk  management  process is initiated at the early stages
of the project process,  the parties involved generally have some flexibility in
the terms and conditions of the bonding  requirements  to be  incorporated  into
their  agreements.  Parties need to be open about their  expectations  and about
their  tolerances and appetite for risk.  Undue risks to a particular  party can
occur where the  responsibilities  for loss exposure are not fairly  distributed
between the assorted parties.

         REGULATORY REQUIREMENTS

         The regulatory  framework for contracting  services companies operating
in Canada applies to both the employment of labour,  as well as the registration
and operations of a company.

         In the Province of Quebec, all construction  labour must be local union
members  and  hold  trade  certification,  contractors  must be  members  of the
specific  industry  sector  contractor  associations  and comply with collective
union agreements  negotiated by the association  with the respective  provincial
trade unions. For industrial maintenance-related activities, union membership is
not mandatory,  and a number of non-union  companies and labour are available in
this sector.

         Contracting  companies  also require  licenses in Quebec for individual
categories of work.

         National  employs  only  unionized  labor  for  both  construction  and
maintenance  activities,  and  is  licensed  in  Quebec  for  39  categories  of
construction work.

         There are also a number of  statutory  requirements  that  apply to the
operations  of  contractors  with  respect  to  health,   safety,   quality  and
environmental  standards.  These  requirements  can be  federal,  provincial  or
municipal   requirements,   and   compliance  and   certification   are  further
prerequisites  which  can  be a  formidable  barrier  to  incoming  competition,
particularly from the United States. The requirements  include  registration and
compliance  with  individual   provincial  workers'  compensation  boards  which
regulate  safety  and  accident  performance  of  all  contractors.   Provincial
regulation  has  quality   standards  with  both  compliance  and  certification
requirements,  such that each  contractor  has to obtain  approval  for  welding
procedures and qualify its tradesmen to those procedures before commencing work.
Several  other  specialized  trades  are  also  subject  to  similar  regulatory
requirements.


                                       20
<PAGE>


         POTENTIAL MARKET

         In Quebec,  the industrial  construction  sector  expended 21.4 million
man-hours in year 2000, according to the Construction  Industry report published
by the Quebec Construction  Commission.  National executed 768,000 man-hours, or
3.5% of this total.

         In general,  the fragmented  industrial sector market is consolidating,
as trends towards  outsourcing and increasing demands for effective  performance
are creating barriers to entry,  which require providers to be  well-capitalized
and capable of managing and executing significant and complex projects.

         Other significant  markets for National include the resource sector, as
well as the pulp and paper and plant maintenance market sectors.

         Recent  events and the general  economic  downturn in the United States
are not expected to impact  adversely on these  projects as United States demand
for  secure  sources of fuel and energy are  expected  to  increase  in the near
future.

         INDUSTRY TRENDS

         The  industrial  contracting  and  maintenance  industry  is  currently
experiencing  several industry  trends,  outsourcing of plant  maintenance,  and
consolidation within the industry.

         Outsourcing of Plant Maintenance and Construction
         -------------------------------------------------

         As companies strive to become more efficient, outsourcing has increased
over the past decade. In the Canadian maintenance market,  outsourcing is driven
by pressure on plant  owners and  operators to control  production  costs in the
face of global competition,  an aging in-house  workforce,  new technologies and
the increasing desire to focus on core competencies.

         Opportunities  from  outsourcing  are  arising in the  maintenance  and
repair,  modifications and upgrades of industrial process facilities, as well as
in new construction or installation works in a variety of sectors, including the
oil and natural gas industry.

         Industry Consolidation
         ----------------------

         According  to the  Industry  Canada  Report  dated June 22,  1998,  the
Canadian  construction industry is highly fragmented and was comprised of 20,000
general  contractors  and 107,500 trade  contractors.  According to the Canadian
Electrical  Contractors  Association,  there are approximately  8,200 electrical
contractors with total revenues of over CDN$2.2 billion.

         Even with  contracts  utilizing the  Conventional  method,  many owners
maintain  extensive lists of potential  contractors who can be provided with the
opportunity to bid for every supply or service opportunity. This practice is now
being recognized as time consuming and inefficient.  Consequently, several major
industry players have  re-examined the contracting  process and the capabilities
of the  plethora  of  contractors  involved in their  operations  and now select
certain approved preferred or alliance  contractors to provide required services
based on expanded criteria, including financial strength, track record, scope of
services and management capabilities.


                                       21
<PAGE>


         As a result of these  initiatives,  there is an ongoing  trend  towards
consolidation within the industry.

C.       DESCRIPTION OF THE BUSINESS OF NATIONAL

         GENERAL

         National is a  maintenance  contracting  and  multi-trade  construction
services  company  primarily  servicing  Eastern  Canada.  National  offers  its
services  in  two  separate   subsidiaries/division:   plant   maintenance   and
construction  services.  National has always been  recognized as a  construction
company first, with maintenance work as an adjunct.

         In  April  2003,   National  embarked  on  a  new  business   strategy.
Maintenance  work  will be the  primary  focus  for  National.  The  maintenance
services of National are primarily focused on work involving the maintenance and
modifications  of operating  plants and require  specific  work  management  and
supervision skills. Safety and the quality of work is of primary importance, and
existing contractual  arrangements are for two to three-year terms, mainly on an
exclusive basis for ongoing activities.

         Our focus will be on construction services work that is priced based on
a cost  reimbursement  basis.  Given National's  inability to obtain bonding and
financing for construction  projects,  it is anticipated that future work in the
construction  services market will include strategic partners who can supply the
financial and bonding requirements which are needed.

         In April 2003, when National implemented its new business strategy, the
Turnkey and Special Projects Division of National ceased operations.  During the
last three fiscal years ended February 28, 2003,  2002 and 2001. The Turnkey and
Special Projects Division contributed on average 10% of National's revenues.

         Also in April 2003,  National reduced  significantly the administrative
overhead  relating  to  the  Construction  Services  Division.   Several  office
positions relating to construction services were eliminated.

         During the last three  fiscal years ended  February 28, 2003,  2002 and
2001 the Construction  Services Division's average revenues  represented 61% and
the Plant Maintenance  Division revenues represented 29% of National's aggregate
revenue.

         PLANT MAINTENANCE DIVISION

         The Plant  Maintenance  Services of  National  are  primarily  provided
through National Maintenance Inc., Auprocon and Entretien N-S.

         The  Plant   Maintenance   Division   focuses  on  work  involving  the
maintenance and  modifications of operating  plants,  and requires specific work
management and supervision skills, since much of the work is carried out in live
operating environments. Safety and the quality of work is of primary importance,
and existing contractual arrangements are for two to three year terms, mainly on
an exclusive basis for ongoing activities.

         Typical  activities  include  modifications  and  upgrades  to existing
processes and  facilities,  routine and breakdown plant  maintenance,  and plant
shutdowns or outages.


                                       22
<PAGE>


         Existing  contracts are generally  based on the  achievement of defined
performance  targets  (such  as  safety,  cost and  quality)  which  results  in
negotiated  performance  bonuses.  The contracts also provide  opportunities for
involvement in major new plant expansions or revamps,  under separate contracts.
National  currently has three major  contracts of this type in Quebec with Shell
Canada Ltd., PetroCanada  Corporation and Petromont LP, all major players in the
petrochemical and refining industry.

         CONSTRUCTION SERVICES DIVISION

         Construction  services are provided by National  directly in Quebec and
Eastern Canada.

         National  targets  construction  projects in Quebec and Eastern Canada.
The Construction  Services  Division,  which primarily  carries out conventional
work, also provides  resources and support as necessary to execute work obtained
by the Plant Maintenance Division.

         CUSTOMERS AND KEY CONTRACTS OF NATIONAL

         National  provides  services  to a  variety  of  clients  in  different
sectors, including petrochemicals and chemicals, pulp and paper, oil and natural
gas.

         National has provided  services to several major  companies,  including
Shell Products  Canada Ltd.,  PetroCanada  Corporation,  Petromont LP, a limited
partnership jointly owned by Dow Chemical Canada Inc. and Ethylec Inc., Ultramar
Canada Inc.,  Abitibi  Consolidated  Inc.  QIT Fer et Titane,  a division of Rio
Tinto PLC,  Gaz  Metropolitain  and Company  Limited  Partnership,  Imperial Oil
Limited, ABB Lummus Global Inc., Papier Masson Ltee and Alliance Forest Products
Inc.

         GROWTH STRATEGY

         National's  objective is to achieve long-term  financial stability in a
cyclical  industry by  increasing  revenues  and  improving  margins in order to
improve and stabilize profitability levels.

         National has growth  strategies  for  maintenance  that are intended to
market and build on the  established  capabilities  and  strengths  of National,
while  attempting  to  maintain  market  share in  Quebec.  National's  business
strategy and objectives are customer driven. National operates its business with
the goal of meeting its  customer's  expectations  with respect to the principal
aspects of its operations, namely:

         1.       Safety, health and environmental  policies are a requisite for
                  success for all business in today's marketplace.  National has
                  one of the lowest workmen's  compensation rates in its related
                  industry sector within the Province of Quebec.

         2.       Operating  under  quality  & safety  procedures  with  trained
                  supervision   results  in  better  work  scheduling  and  cost
                  controls,  and accident free job sites. In Quebec, where union
                  hiring halls act as labour  exchanges  allocating free jobs to
                  members,  National's long-term  relationships with local trade
                  unions help to provide National with a quality labour force.

         3.       National  will  continue  to  implement   ways  and  means  in
                  providing  added  value to the  customer,  reviewing  existing
                  systems for upgrade in planning & scheduling in  collaboration
                  with the customer.


                                       23
<PAGE>

         RAW MATERIALS

         Raw  materials  and the  components  necessary  for the  conduct of our
businesses are generally  available from numerous sources. We do not foresee any
unavailability  of raw  materials  and  components  which  would have a material
adverse effect on its businesses in the near term.

         ENVIRONMENTAL, SAFETY AND HEALTH MATTERS

         We  believe,  based upon  present  information  available  us,  that no
accruals with respect to potential  future  environmental  costs are required by
the Company and, if required,  such future costs will not have a material effect
on the  Company's  consolidated  financial  position,  results of  operations or
liquidity. Some factors, however, could result in additional expenditures or the
provision of accruals in  expectation  of such  expenditures.  These include the
imposition  of  more  stringent   requirements   under   environmental  laws  or
regulations,  new  developments  or changes  regarding site cleanup costs or the
allocation  of  such  costs  among  potentially   responsible   parties,   or  a
determination  that the Company is  potentially  responsible  for the release of
hazardous substances at site other than those currently identified.

         COMPETITION OF NATIONAL

         The  Canadian  construction  and  maintenance  contracting  business is
highly  fragmented  and  competitive  with over 20,000 general  contractors  and
107,500 trade  contractors.  National's  principal  competitors  include several
industrial contractors operating across Canada such as:

         1.       PCL  Construction  Inc.,  a  private  company  with  a  strong
                  presence in the United States with revenues of over $1 billion
                  per annum.

         2.       BFC Corp., a Canadian public company  providing  single source
                  solutions  for   multi-trade   industrial   construction   and
                  fabrication  companies  with  annual  revenues  of  over  $650
                  million.

         3.       Bechtel  Canada  Inc.,  a  subsidiary  of Bechtel  Corporation
                  ("Bechtel"),   a   private   global   engineering-construction
                  organization  that is a world wide leader in the  construction
                  of  pipelines,  tunnels,  highways,  airports  and gas plants.
                  Bechtel's  annual  consolidated  revenues are US$12.6 billion,
                  including US$4.8 billion in North America.

         4.       Fluor   Constructors   Canada  Inc.,  a  subsidiary  of  Fluor
                  Corporation,   one  of  the  world's   largest   international
                  engineering,  construction,  and maintenance companies.  Fluor
                  Corporation  is a public  company listed on the New York Stock
                  Exchange with annual consolidated revenues of US$13.5 billion.

         5.       Jacobs   Engineering   Group  Inc.,  which  recently  acquired
                  Calgary-based   Delta  Hudson   Engineering   Ltd.  and  Delta
                  Catalytic  Industrial  Services Ltd. in late 2001,  has annual
                  revenues of over US$3.5 billion.

         In Quebec the principal competitors of National include:

         1.       Ganotec Inc., a privately  held company well known in the pulp
                  and paper mechanical sector.

         2.       Kamtech  Enterprises Inc., a privately held company well known
                  in the pulp and paper mechanical sector.

                                       24
<PAGE>

         3.       Gastier Inc., a privately held company that provides  services
                  to the electricity and small maintenance sectors.

         D.       ORGANIZATION STRUCTURE.

         A  description  of the  organizational  structure of the  Company,  its
subsidiaries,  their ownership and the  jurisdictions of their  incorporation is
included in this Annual  Report  under Item 4A "History and  Development  of the
Company".

         E.       PROPERTY, PLANT AND EQUIPMENT.

         National,  National  Maintenance,  National  Construction Group and the
Additional  National  Subsidiaries do not own any real estate, but they do lease
space.

         National  Subsidiary  leases  premises  located  at 3000  blvd.  Matte,
Brossard, Quebec J4Y 2H5 consisting of 8,000 square feet of office space, 10,000
square feet of shop space and  500,000  square  feet of outside  storage  space,
pursuant to a lease agreement with Manson  Insulation Inc. entered into in March
2001 (the "National  Office  Lease").  The National  Office Lease has an initial
term expiring on April 30, 2006 and the minimum annual rent is $125,000.

         National  believes  that its current  office space and  facilities  are
adequate for its anticipated short-term requirements.

ITEM 5.       OPERATING AND FINANCIAL REVIEW AND PROSPECTS

         Statements in this Annual  Report  concerning  the  Company's  business
outlook or future economic performance,  anticipated revenues, expenses or other
financial items, and statements  concerning  assumptions made or expectations as
to  any  future  events,   conditions,   performance   or  other  matters,   are
`forward-looking  statements'  as that term is defined  under the United  States
Federal  Securities  Laws.  Forward-looking  statements  are  subject  to risks,
uncertainties  and other  factors,  which could cause  actual  results to differ
materially  from those  stated in such  statements.  Factors that could cause or
contribute to such differences  include, but are not limited to, those set forth
under `Risk Factors' in this Annual Report, as well as those discussed elsewhere
in this Annual Report and in the Company's other filings with the Commission.


CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS


<TABLE>
<CAPTION>
         ---------------------------------------------------------------------------------------------------
                                                              Payments Due by Period
         ---------------------------------------------------------------------------------------------------
            Contractual Obligations        Total     Less than 1    1-3 years     4-5 years   After 5 years
                                                         year
         ---------------------------------------------------------------------------------------------------
<S>     <C>                                 <C>          <C>           <C>           <C>           <C>
         Long-term Debt                     NIL          N/A           N/A           N/A           N/A
         ---------------------------------------------------------------------------------------------------
         Due to Shareholder (1)         $1,580,131       N/A           N/A           N/A           N/A
         ---------------------------------------------------------------------------------------------------
         Operating Leases               $1,127,368       N/A       $1,101,573      $25,795         N/A
         ---------------------------------------------------------------------------------------------------
         Total Contractual Cash
         Obligations                    $2,707,499       N/A       $1,101,573      $25,795     $1,580,131
         ---------------------------------------------------------------------------------------------------
</TABLE>

         Note (1):  Repayable  annually in an amount equivalent to the Company's
net consolidated income for the previous year.


                                       25
<PAGE>

         The following discussion and analysis is based on and should be read in
conjunction with National's financial statements.


         A.       OPERATING RESULTS

         THE FOLLOWING  DISCUSSION AND ANALYSIS INCLUDES  FINANCIAL  INFORMATION
FROM,  AND SHOULD BE READ IN  CONJUNCTION  WITH,  THE  FINANCIAL  STATEMENTS  OF
NATIONAL  AND  THE  NOTES  THERETO  INCLUDED  WITH  THE  ANNUAL  REPORT  AND THE
DISCLOSURE CONTAINED THROUGHOUT THIS ANNUAL REPORT.

         National  and  its  subsidiaries  are  in  the  business  of  providing
maintenance and multi-trade industrial  construction and contracting services in
Eastern Canada.  National,  the National  Subsidiary and the Additional National
Subsidiaries  operate in two profit centers  consisting of the Plant Maintenance
Division and the Construction Services Division.

         COMPARISON  OF THE YEAR  ENDED  FEBRUARY  28,  2003 TO THE  YEAR  ENDED
FEBRUARY 28, 2002

         Revenue
         -------

         National  generated  revenues  of $68.3  million  during the year ended
February 28, 2003 with $50.8 million from the  Construction  Services  Division,
$17.2  million  from the Plant  Maintenance  Division  and $0.3 million from the
Turnkey and Special Projects Division.

         National  generated  revenues  of $29.4  million  during the year ended
February  28, 2002 with $5.3 million from the  Construction  Services  Division,
$16.0  million  from the Plant  Maintenance  Division  and $8.1 million from the
Turnkey and Special Projects Division.

         The increase in revenues in the  Construction  Services  Division was a
result of a major contract for the Interquisa  project in Montreal.  The work on
this project was completed in April 2003. The decrease in revenue of the special
projects division was due to no new work during fiscal 2003.

         Gross Profit
         ------------

         For the year ended  February 28, 2003 National  achieved a gross profit
of $0.7 million  representing 1.02% of total revenue compared to $2.8 million or
9.45% for the year ended February 28, 2002. For the year ended February 28, 2003
the gross profit for  Construction  Services  Division was $(0.7) million,  $1.3
million or 7.57% for the Plant  Maintenance  Division and $0.1 million or 29.92%
for the Turnkey & Special  Project  Division.  The reduction in the gross profit
percentage  for the year ended  February 28, 2003,  was primarily  caused by the
reduction  in  gross  profit  percentage  earned  by the  Construction  Services
Division. For the year ended February 28, 2002 the gross margin for Construction
Service  Division  was  $(0.5)  million,  $1.7  million  or 10.89% for the Plant
Maintenance  Division and $1.5 million or 18.66% for the Turnkey Special Project
Division.

         Selling, General and Administration Expenses
         --------------------------------------------

         National's  Selling,  General  and  Administrative  Expenses  were $4.1
million for the year ended  February  28, 2003  compared to $5.2 million for the
same  period  last year.  These  expenses  are made up of  management  salaries,
support  employees  salaries,  legal and audit,  office premises,  insurance and
office  expenses.  Cost  control  measures  implemented  in the  second  quarter
resulted in lower administrative expenses for the year.


                                       26
<PAGE>

         Interest and Finance Charges
         ----------------------------

         National  incurred  interest  charges  of  $514,028  for the year ended
February 28, 2003  compared to $216,914 for the same period last year.  Included
in  interest  and  finance  costs  for the  year  ended  February  28,  2003 are
approximately  $325,000 of penalties  and  interest  relating to late payment of
deductions at source and commodity taxes.

         Interest  on the  outstanding  shareholder  loans  for the  year  ended
February  28, 2003 was  $213,542  compared to $164,474  for the same period last
year.  Shareholder loans increased by $1,000,000 during the year thus the reason
for the increase in interest expense.

         Gain on disposition of investment
         ---------------------------------

         During the year National  disposed of one of its investments in a joint
venture and recorded a gain of $402,072 on the disposition.

         Amortization and Depreciation
         -----------------------------

         National incurred  amortization expenses of $444,767 for the year ended
February  28, 2003  compared to $321,489  for the same period last year.  Higher
amortization  costs were  incurred this year due to the increase in purchases of
small tools which are depreciated at 25% per year.

         Net Loss
         --------

         Net loss for the year ended February 28, 2003 was  $4,192,958  compared
to a loss of $2,850,818 for the year ended February 28, 2002.



         COMPARISON  OF THE YEAR  ENDED  FEBRUARY  28,  2002 TO THE  YEAR  ENDED
FEBRUARY 28, 2001

         Revenue
         -------

         National  generated  revenues  of $29.4  million  during the year ended
February  28, 2002 with $5.3 million from the  Construction  Services  Division,
$16.0  million  from the Plant  Maintenance  Division  and $8.1 million from the
Turnkey and Special Projects Division.

         For the year ended February 28, 2001,  National  generated  revenues of
$60.3 million with $40.1 million from the Construction Services Division,  $12.0
million from the Plant Maintenance  Division and $8.2 million from the Turnkey &
Special Projects Division.

         The late start of a major project and the cancellation of another major
project  resulted  in revenue for the year ended  February  28, 2002 being lower
than for the year ended February 28, 2001.

         Gross Profit
         ------------

         For the year ended February 28, 2002,  National achieved a gross profit
of $2.8 million  representing  9.45% of total  revenue  compared to $4.7 million
representing  7.73% for the year ended  February 28, 2001.  The gross profit for
the year ended  February  28, 2002 was $1.5 million or 18.66% from the Turnkey &
Special  Projects  Division,  $1.7 million or 10.89% from the Plant  Maintenance
Division and a loss of $(0.5) million from the Construction  Services  Division,
and included a loss from liquidated inventories of $0.6 million.

                                       27
<PAGE>

         For year ended February 28, 2001, gross profit included $1.7 million or
20.81% from Turnkey & Special Projects Division,  $1.0 million or 8.72% from the
Plant  Maintenance  Division  and $2.0  million or 4.77%  from the  Construction
Services Division.

         The  decrease in total gross profit was a result of reduced work volume
(excluding the loss from liquidated inventory).

         Selling, General and Administrative Expenses
         --------------------------------------------

         National's  selling,  general  and  administrative  expenses  were $5.2
million for the year ended  February  28,  2002.  These  expenses are made up of
management  salaries,  support  employees  salaries,  legal  and  audit,  office
premises, insurance and office expenses.

         For year ended February 28, 2001,  selling,  general and administrative
expenses were $5.0 million.

         Management and technical staff levels were  maintained  during the year
ended February 28, 2002, despite lower revenues, in order to maintain capability
for future work and enhance current project performance.

         Interest and Finance Charges
         ----------------------------

         National  incurred  interest  charges  of  $216,914  for the year ended
February 28, 2002 compared to $439,269 for the year ended February 28, 2001.

         Interest on the outstanding  shareholder loans of National was $164,474
for the year ended  February  28, 2002  compared to $211,408  for the year ended
February  28,  2001.  The  reduction  in the prime rate of interest  reduced the
interest charges.

         Amortization and Depreciation
         -----------------------------

         National  incurred  amortization  costs of $321,489  for the year ended
February 28, 2002 compared to $348,704 for the year ended February 28, 2001.

         Foreign Exchange
         ----------------

         National  incurred a foreign  exchange  gain of $76,676 in fiscal  2002
compared to nil in fiscal 2001.

         Income taxes Recovered
         ----------------------

         For the year ended  February 28, 2002,  National  recorded  $209,542 of
income taxes recovered  comprised of $65,000 of current recovery and $144,542 of
future recovery.  For the year ended February 28, 2001, $402,530 of income taxes
were recovered including $234,395 of current and $168,135 of future recovery.

         Net Loss for the Year
         ---------------------

         National's net loss for the year ended February 28, 2002 was $2,850,818
compared to a net loss of $1,668,702  for the year ended  February 28, 2001. The
reduction in gross margin of  approximately  $1.9 million less the impact of the
$755,362 in goodwill  written off in 2001  largely  accounts for the increase in
the net loss for the year.


                                       28
<PAGE>


         Critical account policies
         -------------------------

         Our most critical accounting policy deals with accounting for claims on
long-term  contracts.  In  accordance  to SOP  81-1,  revenues  from  claims  is
recognized when it is reasonably  assured that such claims,  resulting from work
performed  for  customers in addition to the work  contemplated  in the original
contracts,  will result in additional revenues in an amount that can be reliably
estimated.  During the year,  the  Company  had  approximately  $2.5  million in
claims,  for which only $2.3 million could be  reasonably  assured and therefore
recorded.  The  Company  subsequently  collected  $600,000 on the  contract  and
settled the remaining claims for an amount of $1.45 million and $250,000.


         B.       LIQUIDITY AND CAPITAL RESOURCES.

         As at February 28, 2003, the Company no longer had an operating  credit
facility.  In the  context of the  Company's  offer to proceed  with the reverse
takeover of BrandEra Inc., the Company obtained,  on March 4, 2002,  appropriate
waivers  from  its  secured  lender  covering  existing  defaults  as  well as a
forbearance  agreement  with respect to  additional  events of default up to the
earlier of the date of a capital injection of at least $3.0 million or April 30,
2002 and conditional upon obtaining third party  confirmation that the Company's
consolidated  equity  base was at  least  $4.9  million  following  the  capital
injection.

         The reverse takeover transaction closed on April 19, 2002 and a capital
injection  of  approximately  $3.6  million  was made.  The  proceeds  were used
primarily  to  fund  the  Company's   work-in-progress  and  receivables  for  a
significant  contract.  The above  mentioned  third  party  confirmation  of the
Company's  consolidated  equity base,  however,  was not provided to the secured
lender.  Subsequent to April 19, 2002,  the Company did not meet its  continuing
borrowing  base  requirements.  No  appropriate  waivers  were  obtained and the
secured  lender did not renew the credit  facility on June 30, 2002.  Borrowings
under  the  credit  facility  have  since  been  repaid  from  working  capital,
preventing  the Company from making timely  remittances  of payroll  deductions,
commodity  taxes and dues to the  Quebec  Construction  Commission,  ("Q.C.C."),
representing  unionized workers,  totaling  approximately $4.0 million including
interest and penalties.

         The Company entered into an arrangement with the appropriate government
authorities  allowing  for the  repayment of the $2.8 million of such amounts by
making  payments  over a four-month  period  beginning  October  2002.  The $2.8
million has been repaid. Amounts owing to the Q.C.C. were repaid over the period
October 21, 2002 to November 30, 2002.

         On November 12, 2002 the Company  entered into a loan agreement with an
arm's  length  third  party in the  amount of $1.0  million.  His loan was later
offset  against a holdback  receivable.  The Company  also  entered  into a loan
agreement with two shareholders of the Company to lend the Company $1.0 million.
The loans are  repayable on demand and bear  interest at 10%. The proceeds  from
the  loan  were  used to  repay  amounts  owed to the  Q.C.C.  and  Federal  and
Provincial Governments.

         Subsequent  to the  year-ended  February 28, 2003,  the Company had not
remitted payments on a timely basis for approximately  $1.1 million of commodity
taxes due March 31,  2003,  April 30, 2003 and May 31, 2003.  On  September  10,
2003,  the  Company  reached  an  agreement  with  the  federal  and  provincial
governments to repay the amounts in full.  The agreement  provided for a payment
of approximately  $770,000 in September 2003, with the balance to be repaid over
a period not exceeding 3 years. On September 29, 2003, the agreement was amended
to provide  for the  payment of the  approximately  $770,000  over three  months
commencing  in  October  2003.  In  addition,   the  Company  had  not  remitted
approximately  $415,000 of dues owed to the Q.C.C. on June 15 and July 15, 2003.
The $415,000 was repaid on September 15, 2003.

                                       29
<PAGE>

         As at February 28, 2003, the Company had approximately  $2.5 million of
items in dispute on one project,  which occurred over the last twelve months. On
September  12,  2003,  the Company  reached an  agreement to settle a claim on a
major contract for $1.45 million.  The terms of the agreement  provide for a 70%
payment to the Company upon execution of the  agreement,  the balance to be paid
upon receipt of a written confirmation of the cancellation of the legal claim on
the related  contract.  The Company  received the 70% payment in September 2003.
The Company  intends to use the funds to repay  commodity taxes and amounts owed
to the Quebec Construction Commission.

         The Company's ability to continue as a going concern will depend on:

         1.       its  ability to obtain  new  business,  including  appropriate
                  bonding,  and a return to profitability and achieving positive
                  cash flows in the near future;

         2.       its  ability  to secure  additional  financing  on  acceptable
                  terms;

         3.       its ability to negotiate additional reductions in balances due
                  and payment  terms and  conditions  which the Company can meet
                  for amounts owing to existing unsecured creditors;

         4.       its  ability  to  comply  with  the  terms  of  the  repayment
                  agreement reached with government  authorities with respect to
                  late remittances of commodities taxes.

The outcome of these matters cannot be predicted at this time. The  consolidated
financial  statements  included herein do not reflect  adjustments that would be
necessary if the going concern basis was not  appropriate.  If the going concern
basis  was  not  appropriate  for  these  consolidated   financial   statements,
significant  adjustments  would be necessary in the carrying value of assets and
liabilities,   the  reported   revenues  and  expenses  and  the  balance  sheet
classifications used.

         C.       RESEARCH AND DEVELOPMENT, PATENTS AND LICENSE

         Due to the nature of its business,  National does not invest capital in
research and development and it does not own any patents or own any intellectual
property licenses.

         D.       TREND INFORMATION, FINANCIAL RISKS AND OUTLOOK

         New construction work is cyclical and has represented approximately 75%
of  National's  revenues.  National's  strategy is to develop  more  maintenance
contracts that provide recurring service revenue, and will reduce this exposure.

         The implementation of new growth initiatives can result in increases in
business  development and other costs. The  implementation  risks are reduced by
the  experience  of  National's  management  team  and  the  use of  established
management systems and procedures.

         A shortage of skilled labour could affect  National's growth potential.
National's  specific  geographical and technical focus,  together with strategic
alliances, provide National with an advantage in retaining employees.

         The  failure to obtain bid  bonding or  performance  bonding  may limit
National's growth potential.

         National has an interest  rate on its note due to  shareholder  that is
subject to market fluctuations.  Any significant interest rate change could have
a material effect on its business.


                                       30
<PAGE>

         Other than as described under the heading "Risk Factors" in this Annual
Report,  management  of  National  is not  aware  of any  significant  risks  or
uncertainties that may affect National's liquidity position.

ITEM 6.       DIRECTORS, SENIOR OFFICERS, MANAGEMENT AND EMPLOYEES OF NATIONAL

         A.       DIRECTORS AND SENIOR MANAGEMENT

         The  following  table  describes  the names and the  municipalities  of
residence of the  directors,  senior  officers and the  management  of National,
their positions and offices with National,  their principal  occupations  during
the past five years and their age, as well as their shareholdings in National as
of September 30, 2003.


<TABLE>
<CAPTION>

NAME AND MUNICIPALITY OF                    PRINCIPAL  OCCUPATION,  AND POSITIONS  WITH  REPORTING    DIRECTOR/OFFICER
        RESIDENCE          POSITION/AGE     ISSUERS DURING THE PAST FIVE YEARS                             SINCE
-------------------------- --------------   ------------------------------------------------------- --------------------
<S>                        <C>                                               <C>                      <C>
Keith F. Eaman(1)(2)       Chairman and     Chairman of National  Subsidiary  since 1988.  Interim     April 9, 2002
Knowlton, Quebec           Director         President of National  since August 2003.  Chairman of
                           Age:  56         the Board and a Director of Multi-Glass  International
                                            Corp.,  a  public  insulation   distribution   company
                                            listed  on  TSX  Venture  Exchange  Inc.,  since  July
                                            1999.  President  and a Director of Manson  Insulation
                                            Inc.,  a  private  insulation  manufacturing  company,
                                            since  February  1986.  A past  Director of  Alouettes
                                            1974 Capital  Inc.,  a capital pool company  listed on
                                            the TSX Venture  Exchange  Inc. that has completed its
                                            Qualifying  Transaction.  Also a Director  of Canadian
                                            Public  Venture  Equities  I Inc.,  a  public  company
                                            listed on the TSX Venture Exchange Inc.

Bradley D. Griffiths       Director         Managing  Director Capital Markets at McFarlane Gordon     April 9, 2002
Toronto, Ontario           Age: 47          since December 2002.  Chairman and Co-Chief  Executive
                                            Officer of Standard Securities Capital Corporation
                                            from November 2001 to December 2002; prior thereto
                                            the Chairman of Canaccord Capital Corporation since
                                            November 1999. Chief Executive Officer of Griffiths
                                            McBurney & Partners from March 1993 to November 1999.

Henry Kloepper (1)         Director         Self-employed  investment  advisor  since 1997,  prior     June 11, 2003
Newmarket, Ontario         Age: 53          thereto  Director of Corporate  Finance North American
                                            Trust from 1995 to 1997.

Guy George Lever (1)(2)    Director         President of Les  Entreprises  G. Lever Inc. a private     June 11, 2003
Montreal, Quebec           Age: 44          real-estate  and  corporate  management  company since
                                            1986. Chairman of the Board and Chief Executive
                                            Officer of Dion Machineries Inc., a private
                                            manufacturer of forage handling equipment from March
                                            1997 to August 2002.

Andre Beaudoin             General          General Manager of the Plant  Maintenance  Division of    April 19, 2003
Lachenaie, Quebec          Manager          National  Subsidiary  since May 2002.  Prior  thereto,
                           Maintenance      Project  Manager for National  Subsidiary from 1992 to
                           Age: 48          2002.

Danny C. Daoust            Executive        Executive  Vice-President of National Subsidiary since    April 19, 2002
Montreal, Quebec           Vice-President   September  17,  2001,  on  temporary  lay-off;   prior
                           Age:  43         thereto  the Chief  Operating  Officer of Agra  Quebec
                                            Inc.

Michel Dupont              Vice-President,  Vice-President,    Turnkey    Projects   of   National    April 19, 2002
Montreal, Quebec           Turnkey          Subsidiary  since March 2001,  on  temporary  lay-off;
                           Projects         prior thereto Manager of Special  Projects of National
                           Age:  52         Subsidiary.

</TABLE>

                                       31
<PAGE>

<TABLE>
<CAPTION>

NAME AND MUNICIPALITY OF                    PRINCIPAL  OCCUPATION,  AND POSITIONS  WITH  REPORTING    DIRECTOR/OFFICER
        RESIDENCE          POSITION/AGE     ISSUERS DURING THE PAST FIVE YEARS                             SINCE
-------------------------- --------------   ------------------------------------------------------- --------------------
<S>                        <C>                                               <C>                      <C>

Andre   Przybylowski       Vice-President,  Vice-President,   Operations  of  National Subsidiary     April 19, 2002
Montreal,  Quebec          Construction     since March 2001; prior thereto the Vice-President,
                           Age:  53         Construction  with National  Subsidiary.  From 1997 to
                                            1998 the Operations Manager of Modern Niagara Toronto
                                            Inc. Employed with Comstock Canada Ltd. from1975 to
                                            1997.


Chantal Boutin             Controller       Controller  National  Maintenance  since  August 2003.    August 20, 2003
Beloeil, Quebec            Age : 33         Prior thereof Controller  Feuiltault  Machinery Canada
                                            Inc. from 2001 to July 2003. Employed as Controller
                                            with Les Aliments Infiniti Inc. from 1998 to 2001.
</TABLE>
         Notes:

         (1)      Member of the Audit Committee of the Company.

         (2)      Member of the Executive Committee of the Company

         CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

         On July 23, 2003,  National  applied for and  received  from the Quebec
Securities  Commission an order for the cease trade of the  Company's  stock for
management and insiders due to delays in filing the audited financial statements
for the fiscal year ended February 28, 2003.  This  management and insider cease
trade order applies to Keith F. Eaman, Bradley D. Griffiths, Henry Kloepper, Guy
George Lever, Danny Daoust, Michel Dupont and Andre Przybylowski.

         On October 7, 2003, the common shares of the Company were delisted from
the OTC  Bulletin  Board for  failure  to file Form  20-F  Annual  Report by the
required deadline pursuant to Section 13 or 15(d) of the Securities Exchange Act
for the fiscal year ended February 28, 2003.

         PENALTIES OR SANCTIONS

         No proposed director, senior officer,  executive officer or promoter of
the Company has,  within the ten years prior to the date of this Annual  Report,
been  subject to any  penalties or  sanctions  imposed by a court or  securities
regulatory authority relating to trading in securities,  promotion or management
of a publicly traded issuer, or theft or fraud.

         FAMILY RELATIONS AND/OR UNDERSTANDINGS

         There are no family relationships  between any two or more Directors or
Executive   Officers  of  the  Company.   There  are  also  no  arrangements  or
understandings  between any two or more  Directors or Executive  Officers of the
Company, pursuant to which an individual was selected as a Director or Executive
Officer.

         B.       COMPENSATION OF DIRECTORS AND OFFICERS OF NATIONAL

         EXECUTIVE COMPENSATION

         An  aggregate  of  $1,042,418  was paid by  National  to its  executive
officers  for  services   rendered  in  all   capacities  to  National  and  its
subsidiaries  during the financial  year ended  February 28, 2003. The following
table sets forth all  compensation  for the three financial years ended February
28, 2001, 2002 and 2003 to the Chairman of National Subsidiary, the President of
National Subsidiary and the Vice-President,  Operations of National  Subsidiary,
as well as to Marvin  Igelman,  David Berman,  Robert Arnoff,  Michael Frank and
Michael  Neray,  all  former  officers  of the  Company  (the  "Named  Executive
Officers"). No other executive officer of National or its subsidiaries earned in
excess of $100,000 during the financial year ended February 28, 2003.

                                       32
<PAGE>

<TABLE>
<CAPTION>
                                                           SUMMARY COMPENSATION TABLE
=================== ========= ========================================= =========================== ====================
                                      ANNUAL COMPENSATION                 LONG-TERM COMPENSATION
                              ----------- ------------ ---------------- ---------------------------
                                                                                  AWARDS
                              ----------- ------------ ---------------- ---------------------------
     NAME AND         YEAR      SALARY     BONUS ($)    OTHER ANNUAL    SECURITIES    RESTRICTED         ALL OTHER
PRINCIPAL POSITION            ($/ANNUM)                 COMPENSATION       UNDER       SHARES OR    COMPENSATION(1)(6)
                                                             ($)         OPTIONS/     RESTRICTED            ($)
                                                                           SARS       SHARE UNITS
                                                                        GRANTED (#)       ($)
       (A)            (B)       (C)(2)        (D)            (E)            (F)           (G)               (I)
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
<S>                 <C>        <C>            <C>            <C>            <C>            <C>              <C>
Keith F. Eaman,     2003       $180,000       Nil            Nil            Nil           Nil               Nil
Chairman,           2002       $180,000       Nil            Nil            Nil           Nil               Nil
President & CEO     2001       $180,000       Nil            Nil            Nil           Nil               Nil
of National
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
Jean Cormier        2003       $222,796       Nil        $24,000(3)         Nil           Nil               Nil
Former President    2002       $222,796       Nil        $24,000(3)         Nil           Nil               Nil
of National         2001       $216,062       Nil        $24,000(3)         Nil           Nil               Nil
Subsidiary
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
Marvin M. Igelman,  2003         Nil          Nil                           Nil           Nil               Nil
Former CEO and      2002(5)      Nil          Nil                           Nil           Nil               Nil
President of        2001       $258,856       Nil          $6,000           Nil           Nil               Nil
National
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
David N. Berman     2003         Nil          Nil                           Nil           Nil               Nil
Former CFO,         2002(5)      Nil          Nil            Nil            Nil           Nil               Nil
Vice-President,     2001       $131,250       Nil          $6,000          5,000          Nil               Nil
Finance and
Secretary of
National
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
Robert Arnoff       2003         Nil          Nil            Nil                          Nil               Nil
Former COO of       2002         Nil          Nil            Nil                          Nil               Nil
National            2001       $154,500       Nil          $5,250         300,000         Nil               Nil

------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
Michael Frank       2003         Nil          Nil            Nil            Nil           Nil               Nil
Former              2002         Nil          Nil            Nil            Nil           Nil               Nil
Vice-President,     2001       $119,000       Nil            Nil            Nil           Nil               Nil
Business
Development of
National
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
Michel Neray        2002         Nil          Nil            Nil            Nil           Nil               Nil
Former              2001       $135,000       Nil          $6,000           Nil           Nil               Nil
Vice-President,
Marketing of
National
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
Danny C. Daoust     2003       $182,000       Nil        $24,000(3)         Nil           Nil               Nil
Executive           2002       $96,250        Nil         $9,800(3)         Nil           Nil               N/A
Vice-President of   2001         N/A          N/A            N/A            Nil           Nil               N/A
National
Subsidiary
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
Michel Dupont       2003       $136,122       Nil        $11,000(3)         Nil           Nil               Nil
Vice-President,     2002       $130,952       N/A        $11,000(3)         Nil           Nil               Nil
Turnkey Projects    2001         N/A          N/A            N/A            Nil           Nil               Nil
of National
Subsidiary
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
Andre               2003       $137,000       Nil        $15,000(3)         Nil           Nil               Nil
Przybylowski(4)     2002       $137,000     $2,000       $15,000(3)         Nil           Nil               Nil
Vice-President,     2001       $112,000     $2,000       $12,000(3)         Nil           Nil               Nil
Operations of
National
Subsidiary
------------------- --------- ----------- ------------ ---------------- ------------ -------------- --------------------
Ian Wetherly        2003       $97,500        Nil          $13,000
Former CFO of       2002         N/A          Nil            Nil
National            2001         N/A          Nil            Nil
=================== ========= =========== ============ ================ ============ ============== ====================
</TABLE>

                                       33
<PAGE>

         Notes:

(1)      The value of perquisites and other personal  benefits do not exceed the
         lesser of $50,000 and 10% of the total of the annual salary and bonus.

(2)      Includes  base  salary  and  a  Registered   Retirement   Savings  Plan
         contribution.

(3)      This amount is a vehicle allowance.

(4)      Mr. Przyblowski became an officer of National on November 2, 1998.

(5)      For the seven month period ended February 28, 2002.

(6)      See also the consulting  agreements  disclosed under the heading "Other
         Compensation" below.

(7)      Jean Cormier resigned as President in July 2003.

(8)      Ian Wetherly became an officer on August 15, 2002 and resigned on April
         11, 2003.

         EMPLOYMENT AGREEMENTS

         Other  than  the  employment   agreements  (the  "National   Employment
Agreements")  as described  below,  National and National  Subsidiary  are not a
party to any employment agreements with the Named Executive Officers.

         National has entered into an employment  agreement  with Keith F. Eaman
(the "Eaman  Employment  Agreement").  The Eaman  Employment  Agreement is for a
minimum  term of three years and  provides for an annual base salary of $180,000
per  annum  payable  in  monthly  installments  and  contains  bonus  provisions
consistent  with the nature and scope of the executive's  responsibilities.  The
Eaman Employment Agreement contains  confidentiality and non-competition clauses
for the term of the  agreement  plus one year.  The Eaman  Employment  Agreement
requires  severance of 18 months.  The Eaman Employment  Agreement  commenced on
April 19, 2002. The  installments  ceased as of August 1, 2003 at which time Mr.
Eaman commenced  invoicing the Company for duties performed in his capacity as a
member of the Executive  Committee at a per diem amount approved by the Board of
Directors.

         National  Subsidiary  entered into an employment  agreement dated as of
March 1, 1998 with Jean Cormier,  pursuant to which Mr.  Cormier agreed to serve
as the President of National  Subsidiary (the "Cormier  Employment  Agreement").
The Cormier Employment  Agreement is for an indefinite term and either party may
terminate the agreement on 30 days notice.  Mr. Cormier is entitled to an annual
base  salary of  $180,000,  an annual  RRSP  contribution  in the  amount of the
maximum  contribution  allowed of $13,500,  as well as an annual bonus dependent
upon the  performance  of National  Subsidiary.  National  Subsidiary  agreed to
provide Mr. Cormier with an automobile with a maximum value of $50,000,  as well
as to reimburse Mr. Cormier for all expenses  incurred in connection  therewith.
National  Subsidiary  has  also  agreed  to  provide  Mr.  Cormier  with  a club
membership in the amount of $5,000 per annum. Pursuant to the Cormier Employment
Agreement,  the annual base  salary is subject to increase  based upon an annual
review  by the Board of  Directors  of  National  Subsidiary.  If Mr.  Cormier's
employment is terminated by National Subsidiary without cause, he is entitled to
30 days  notice and  severance  of 12 months.  Mr.  Cormier is also  entitled to
participation  in the  National  Subsidiary  employee  benefit  plans  that  are
provided to other senior executives of National Subsidiary. Mr. Cormier resigned
as President on July 29, 2003 and Cormier  Employment  Agreement was  cancelled.
Mr.  Cormier  assumed the  position of  Vice-President  of Business  Development
pursuant  to a  consulting  agreement  dated as of August 1,  2003  whereby  Mr.
Cormier is entitled to receive $85,000 per year, payable monthly,  plus business
expenses.


                                       34
<PAGE>


         National  has entered into the a  consulting  agreement  with Marvin M.
Igelman (the "Igelman Consulting Agreement"). Pursuant to the Igelman Consulting
Agreement,  Mr.  Igelman  waived  his  right to be paid  severance  in excess of
$750,000  pursuant  to the terms of a  termination  agreement  that was in place
prior to April 19, 2002. The Igelman Consulting  Agreement dated as of April 19,
2002,  is for a term of three years and provided for an initial lump sum payment
of $50,000 and an annual  consulting  fee to be paid to Mr.  Igelman of $150,000
per annum  (but to be  payable  monthly),  as well as an annual  bonus  based on
performance.  Mr. Igelman provides general corporate finance services  primarily
related to United  States  matters,  as well as overall  assistance  to maintain
regulatory  compliance in the United States.  The Igelman  Consulting  Agreement
contains  confidentiality  and  non-competition  clauses  for  the  term  of the
agreement plus one year. The Igelman  Consulting  Agreement can be terminated by
the Company  for cause or with  written  notice of 18 months.  At the end of the
three year term of the Igelman Consulting Agreement, no severance or termination
payments are payable by the Company to Mr.  Igelman.  No payments have been made
since May 18, 2003. The agreement is currently under review.

         National  Subsidiary has entered into an employment  agreement dated as
of August 21, 2001 with Danny C. Daoust, pursuant to which Mr. Daoust has agreed
to serve as the Executive  Vice-President  of National  Subsidiary  (the "Daoust
Employment  Agreement").  The Daoust  Employment  Agreement is for an indefinite
term.  Mr.  Daoust is entitled to an annual base salary of  $155,000,  an annual
RRSP contribution in the amount of the maximum  contribution allowed of $13,500,
as  well  as  an  annual  bonus  dependent  upon  the  performance  of  National
Subsidiary.  National Subsidiary has agreed to provide Mr. Daoust with a vehicle
with a maximum  value of $48,000,  as well as to  reimburse  Mr.  Daoust for all
expenses incurred in connection  therewith.  National Subsidiary has also agreed
to provide Mr.  Daoust with an annual  club  membership.  Pursuant to the Daoust
Employment Agreement,  the annual base salary is subject to increase based on an
annual review by the Board of Directors of National Subsidiary.  If Mr. Daoust's
employment is terminated by National Subsidiary without cause, he is entitled to
severance  of six months  salary  plus one month for each year of  service.  Mr.
Daoust is also entitled to participate in the National  Subsidiary  annual bonus
plan. In July 2003, Mr. Daoust was put on temporary leave.

         National  Subsidiary has entered into an employment  agreement dated as
of February 15, 2001 with Andre Przybylowski, pursuant to which Mr. Przybylowski
has agreed to serve as the  Vice-President,  Operations  of National  Subsidiary
(the "Przybylowski Employment Agreement"). The Przybylowski Employment Agreement
is for an indefinite term. Mr. Przybylowski is entitled to an annual base salary
of $125,000, an annual RRSP contribution in the amount of $10,000, as well as an
annual bonus  dependent upon the  performance of National  Subsidiary.  National
Subsidiary has agreed to provide Mr.  Przybylowski with a vehicle with a maximum
value of $40,000,  as well as to  reimburse  Mr.  Przybylowski  for all expenses
incurred in connection therewith. National Subsidiary has also agreed to provide
Mr.  Przybylowski  with  an  annual  club  membership.  Pursuant  to  the  Andre
Przybylowski Employment Agreement, the annual base salary is subject to increase
based on an annual review by the Board of Directors of National  Subsidiary.  If
Mr.  Przybylowski's  employment  is terminated  by National  Subsidiary  without
cause,  he is  entitled to  severance  equal to two weeks per year of service to
National  Subsidiary.  Mr. Andre Przybylowski is also entitled to participate in
the National Subsidiary annual bonus plan.


                                       35
<PAGE>


         National  Subsidiary has entered into an employment  agreement dated as
of February 20, 2001 with Michel Dupont, pursuant to which Mr. Dupont has agreed
to serve as the  Vice-President,  Turnkey  Projects of National  Subsidiary (the
"Dupont   Employment   Agreement")   (which   title  has  now  been  revised  to
Vice-President,  Turnkey & Special Projects). The Dupont Employment Agreement is
for an  indefinite  term.  Mr.  Dupont is  entitled  to an annual base salary of
$122,000, an annual R.R.S.P. contribution in the amount of $7,000, as well as an
annual allocation of $11,400 for car expenses. Pursuant to the Dupont Employment
Agreement,  the annual  base  salary is subject to  increase  based on an annual
review  by the  Board of  Directors  of  National  Subsidiary.  If Mr.  Dupont's
employment is terminated by National Subsidiary without cause, he is entitled to
severance of four (4) months.  Mr. Dupont is also entitled to participate in the
National  Subsidiary  annual bonus plan.  In April 2003,  Mr.  Dupont was put on
temporary leave.

         COMPENSATION OF DIRECTORS

         The Directors of National are elected annually and serve until the next
annual  meeting  of  shareholders  and until a  successor  shall  have been duly
elected and  qualified.  The directors of National have not yet  determined  the
fees to be paid for each meeting attended by directors. Directors are reimbursed
for expenses  incurred in  connection  with their  attendance at meetings of the
Board of Directors.  Directors may be removed with or without cause by a vote of
the majority of the shareholders then entitled to vote.

         The Company has no formal plan for compensating its Directors for their
service  in their  capacity  as  Directors.  Consequently,  the  aggregate  cash
compensation  paid  to the  directors  of  National,  other  than  as  Executive
Officers,  for services  rendered in their  capacities  as directors  during the
financial year ended February 28, 2003 was nil.

         OTHER COMPENSATION

         Other than as set forth  herein and  below,  National  has not paid any
additional  compensation  to its  executive  officers  or  directors  during the
financial year ended February 28, 2003.

         National paid consulting fees of $12,500 per month to Marvin M. Igelman
aggregating $150,000 for the financial year ended February 28, 2003.

         The Company grants stock options to Directors,  Executive  Officers and
employees.  Except for the stock option plan,  the Company has no material bonus
or profit  sharing plans pursuant to which cash or non-cash  compensation  is or
may be paid to the Company's Directors or Executive Officers. See Item 6F "Share
Option Plans".

         No Executive Officer or Director received other  compensation in excess
of the lesser of $25,000 or 10% of such officer's cash compensation.

         C.       BOARD PRACTICES

         The Company's  board of directors is responsible for the supervision of
the  management  of the  Company's  business  and affairs.  Under its  governing
statute (the  Business  Corporations  Act  (Ontario)),  the board is required to
carry out its duties with a view to the best interests of the Company. To assist
it in fulfilling this responsibility,  the board has specifically recognized its
responsibility for the following areas:

         (a)      adoption of a strategic planning process;

         (b)      identification   of  the  principal  risks  of  the  Company's
                  business and  monitoring  the  implementation  of  appropriate
                  systems to manage these risks;

                                       36
<PAGE>

         (c)      appointing, training and monitoring senior management;

         (d)      implementation  of  a  communications   policy  to  facilitate
                  communications  with shareholders and others involved with the
                  Company; and

         (e)      integrity of the  Company's  internal  control and  management
                  information systems.

         The board  discharges  its  responsibilities  directly  and through its
committees.  At regularly scheduled  meetings,  members of the board receive and
discuss reports on the subsidiary companies, as well as on the Company's overall
financial  position and its  investments.  Strategic,  financial and  succession
plans are approved.  In addition,  developments and issues of current  relevance
are reviewed, and reports of board committees are received and considered.

         The frequency of the meetings of the board of directors, as well as the
nature of agenda items change depending upon the state of the Company's  affairs
and in light of  opportunities or risks which the Company faces. The Company had
sixteen directors' meetings during the calendar year ended December 31, 2002.

         TERMS OF SERVICE

         Each  Director of the  Company is elected at the annual  meeting of the
Company to hold office until the close of business of the first  annual  meeting
of  shareholders  of the Company  following  his  election  unless his office is
earlier  vacated in accordance with the Company's  by-laws.  Each of the current
directors  of the  Company  has  served as a  director  since the year set forth
beside his name in the table below:

          NAME OF DIRECTOR                      YEAR FIRST BECAME A DIRECTOR

          Keith F. Eaman                                    2002
          Bradley D. Griffiths                              2002
          Henry Kloepper                                    2003
          Guy George Lever                                  2003


         SERVICE TERMINATION CONTRACTS

         Except as set forth in the  section  "Current  Employment  Agreements",
neither  the  Company,   National   Subsidiary   or  the   Additional   National
Subsidiaries,  has any service contract with any of its directors  providing for
benefits upon termination of employment.

         AUDIT COMMITTEE

         The  Audit  Committee  operates  under  guidelines  established  by the
Canadian  Securities  Administrators in 1990 and follows  recommendations of the
Company's  outside  auditors to enhance  the  effectiveness  of those  published
guidelines.  In addition to carrying out its  statutory  legal  responsibilities
(including  review of the Company's annual  financial  statements prior to their
presentation to the board) the Audit Committee reviews all financial  reporting,
including interim financial statements and management's  discussion and analysis
in the Company's annual report.  The Committee meets with the Company's external
auditors  and  with  members  of  management  at  least  once a year  (and  more
frequently as necessary) to assist it in the effective  discharge of its duties.
The Audit Committee also recommends to the board the auditors to be appointed as
the Company's  auditors at the annual  meeting and terms of their  remuneration.
The members of the Audit Committee are Bradley D. Griffiths, Guy Lever and Henry
Kloepper.


                                       37
<PAGE>

         D.       EMPLOYEES

         As at  September  30,  2003,  National  and  its  subsidiaries  had  16
full-time employees.  Of these full-time employees, 9 are involved in management
and administration, 2 are involved in purchasing/warehousing/tools and equipment
and  maintenance,  3 are  involved  in  construction  management  and  technical
services,  one is involved in estimating and one is involved in quality  control
and safety.  Other than as described below,  management of National believes its
current  staff  levels are adequate for the next twelve  months.  National  will
require  additional  management and technical  personnel to execute  anticipated
project work in connection with National's growth strategy.

         The full-time/permanent  employees of National and its subsidiaries are
not subject to collective bargaining and are not represented by a union.

         National and its subsidiaries  employ,  on an on-call basis,  unionized
workers  for  maintenance  and  construction  projects.  In Quebec,  since union
membership is mandatory in the non-residential sector, union hiring halls act as
labour  exchanges,  allocating  work to members on a rotating  basis.  The union
representing  the  majority  of the  workers  used by  National  is the  Conseil
conjoint de la FTQ-Construction  et du CPQMC  International  ("CPQ"). In Quebec,
labour  relations  are  regulated  under Bill  R-20--"Loi  sur les  relations du
travail,  la formation  professionnelle  et la gestion de la main-d'oeuvre  dans
l'industrie  de la  construction".  The  administration  of  this  bill  and the
implementation of collective bargaining agreements are done by the Commission de
la construction du Quebec (the "CCQ").

         National  is  represented  in  negotiations  with CCQ by its  sectarian
associations,  l'Association  de la  Construction  du  Quebec  ("ACQ"),  and the
Company des Maitres  Mecaniciens en Tuyauterie du Quebec  ("CMMTQ").  Collective
bargaining agreements are usually negotiated for a period of three years.

         National has close  relationships  with its trade unions and is able to
secure  qualified  labour as required  to  supplement  the  regular  hourly paid
employees.  These  relationships,  together with constant interaction with local
business  agents ensure  National can complete the larger  projects with reduced
risk of labour disruption.


                                       38
<PAGE>




         E.       SHARE OWNERSHIP

         The current share ownership of the Executive  Officers and Directors of
the Company is as follows:

<TABLE>
<CAPTION>

              NAME AND MUNICIPALITY OF RESIDENCE            NUMBER OF COMMON SHARES OWNED
          --------------------------------------------     ------------------------------------
<S>                                                                      <C>
          Keith F. Eaman                                              Nil(1)(2)
          Knowlton, Quebec
          Bradley D. Griffiths                                      2,094,501(2)
          Toronto, Ontario
          Henry Kloepper                                                 Nil
          Toronto, Ontario
          Guy George Lever                                               Nil
          Montreal, Quebec
          Danny C. Daoust                                              Nil(3)
          Montreal, Quebec
          Michel Dupont                                                Nil(3)
          Montreal, Quebec

          Andre Przybylowski                                           Nil(3)
          Montreal, Quebec
          Andre Beaudoin                                                 Nil
          Lachenaie, Quebec
          Chantal Boutin                                                 Nil
          Beloeil, Quebec
</TABLE>

         Notes:

         (1)      Not including an aggregate of 3,490,835 common shares that are
                  owned  by   Ambrooke   Holdings   Inc.,   a  private   company
                  wholly-owned   by   Eaman   Children   Trust,   a  trust   the
                  beneficiaries  of which are members of Mr.  Eaman's  immediate
                  family.

         (2)      An aggregate of 3,490,835  common  shares are owned by 3619435
                  Canada  Inc.,  a  private  company  owned  as to 40% by  Eaman
                  Children  Trust II and 60% by Mr.  Griffiths.  An aggregate of
                  2,094,501  common shares have been attributed to Mr. Griffiths
                  and 1,396,334 common shares are attributable to Eaman Children
                  Trust II.

         (3)      Excludes  the stock  options to acquire  common  shares of the
                  Company granted to the  individual.  See Item 6F "Share Option
                  Plans".


         F.       SHARE OPTION PLANS

         The  Company has an  incentive  stock  option  plan (the "Stock  Option
Plan") which  provides  that the Board of Directors of the Company may from time
to  time,  in its  discretion,  grant  to  directors,  officers,  employees  and
consultants  of the  Company,  or any  subsidiary  of the  Company,  options  to
purchase  common shares,  provided that the number of common shares reserved for
issuance  under the Stock  Option Plan shall not exceed the number  fixed by the
directors and approved by the shareholders of the Company. The current number of
common shares reserved for issuance under the Stock Option Plan is 2,300,000. In
addition,  the number of common  shares  reserved for issuance to any one person
shall not exceed five percent (5%) of the issued and outstanding  common shares.
The Board of Directors  determines  the  exercise  price per common  share,  the
number of common shares which may be allotted and all other terms and conditions
of the option,  subject to the rules of TSX Venture  Exchange  Inc. The exercise
price per common share set by the Board of Directors  shall not be less than the
last price at which a full board lot of common  shares was, on the last business
day prior to the date on which such  option is  granted,  traded on TSX  Venture
Exchange Inc. or such other principal market on which the common shares are then
traded.

                                       39
<PAGE>

         Options under the Stock Option Plan are non-assignable. Options granted
under the Stock Option Plan may be exercised  during a period not exceeding five
years,  subject to earlier  termination  upon the  termination of the optionee's
employment.  The TSX  Venture  Exchange  Inc.  policies  require  that  upon the
optionee  ceasing to be an  employee,  officer,  director or  consultant  to the
Company or any of its  subsidiaries,  as  applicable,  the optionee shall have a
90-day period to exercise such options.  The TSX Venture Exchange Inc.  policies
provide that for a period of 180 days after the death of an optionee, the option
may be exercised by the optionee's legal representative.

         The Stock Option Plan contains  provisions for adjustment in the number
of shares  issuable  thereunder  in the event of a  subdivision,  consolidation,
reclassification  or change of the shares, a merger or other relevant changes in
the Company's capitalization. The Board of Directors may from time to time amend
or revise the terms of the Stock Option Plan or may  terminate  the Stock Option
Plan at any time.  The Stock  Option  Plan does not contain  any  provision  for
financial  assistance  by the  Company in respect of options  granted  under the
Stock Option Plan.

         As at the date  hereof,  the Company has the  following  stock  options
outstanding:

<TABLE>
<CAPTION>
                                   NUMBER OF COMMON SHARES       EXERCISE PRICE PER
NAME                                     UNDER OPTION           (CDN$) COMMON SHARE             EXPIRY DATE
----                                     ------------           --------------------            -----------
<S>                                         <C>                         <C>                          <C>
Keith F. Eaman                              9,000                       $0.63                  April 9, 2007
Bradley D. Griffiths                        9,000                       $0.63                  April 9, 2007
Jean Cormier                               200,000                      $0.63                  April 9, 2007
Guy George Lever                           200,000                      $0.10                  July 16, 2008
Henry Kloepper                             200,000                      $0.10                  July 16, 2008
Danny Daoust                               125,000                      $0.63                  April 9, 2007
Andre Beaudoin                              50,000                      $0.10                  July 16, 2008
Michel Dupont                               75,000                      $0.63                  April 9, 2007
Andre Przybylowski                          90,000                      $0.63                  April 9, 2007
Consultant                                  25,000                      $0.63                  April 9, 2007
Consultant                                 150,000                      $2.13                  May 31, 2007
Other Employees/Consultants                223,600                 $0.80 to $15.75            April 30, 2006
                                           -------
                     Total                1,356,600
</TABLE>


ITEM 7.       MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.       MAJOR SHAREHOLDERS

         The following  Persons will,  directly or  indirectly,  own or exercise
control or direction over more than 5% of the common shares:

<TABLE>
<CAPTION>
    NAME AND MUNICIPALITY              TYPE OF OWNERSHIP          NUMBER OF COMMON SHARES        PERCENTAGE OF CLASS
         OF RESIDENCE                                                                               OUTSTANDING(6)
-------------------------------     -------------------------    --------------------------    -------------------------
<S>                                            <C>                          <C>                          <C>
Eaman Children Trust and                     Direct                   4,887,169(1)(2)                   31.5%
Eaman Children Trust II
Montreal, Quebec
Bradley D. Griffiths                      Indirect(2)                    2,094,501                      13.5%
Toronto, Ontario
</TABLE>

                                       40
<PAGE>

         Notes:

         (1)      Of these common  shares,  an  aggregate  of  3,490,835  common
                  shares are owned by Ambrooke  Holdings Inc., a private company
                  wholly-owned   by   Eaman   Children   Trust,   a  trust   the
                  beneficiaries  of  which  are  members  of  Keith  F.  Eaman's
                  immediate family.

         (2)      An aggregate of 3,490,835  common  shares are owned by 3619435
                  Canada  Inc.,  a  private  company  owned  as to 40% by  Eaman
                  Children  Trust II and 60% by Mr.  Griffiths.  An aggregate of
                  2,094,501  common shares have been attributed to Mr. Griffiths
                  and 1,396,334 common shares to Eaman Children Trust II.



         The major shareholders  described above acquired their common shares of
the Company on April 19, 2002 pursuant to the Acquisition.

         To the  knowledge  of the  Company,  the  Company  is not  directly  or
indirectly  owned  or  controlled  by  another  corporation(s),  by any  foreign
government or by any other natural or legal person(s) severally or jointly other
than as described above.

         The major  shareholders  of the  Company do not have  different  voting
rights from the other shareholders of the Company.

         As at September 30, 2003, of the issued and  outstanding  common shares
of the Company, 10.2% are owned by registered shareholders in the United States,
78.0%  are owned by  registered  shareholders  in Canada  and 11.8% are owned by
registered shareholders outside of Canada and the United States.



         B.       RELATED PARTY TRANSACTIONS

         In connection with the  Acquisition,  the Company issued 721,750 common
shares to  Standard  as a finder's  fee,  as well as 167,808  special  shares of
National Subsidiary as a fiscal advisory fee (the "Fiscal Advisory Shares"). The
Fiscal Advisory Shares were purchased  pursuant to the Share Exchange  Agreement
and the  Acquisition  in exchange  for  278,250  common  shares of the  Company.
Bradley D.  Griffiths,  one of our  directors,  was the  Chairman  and  Co-Chief
Executive Officer of Standard.

         National Subsidiary is a party to the National Office Lease with Manson
Insulation  Inc.,  a private  company  of which  Keith F.  Eaman is a  director,
officer and  shareholder.  Mr. Eaman is also a director and officer of National.
See Item 4E "Property, Plant and Equipment".

         National  Subsidiary  issued the Ambrooke  Promissory Note which is now
held by Ambrooke  Holdings Inc., a private company that is wholly-owned by Eaman
Children  Trust,  a principal  shareholder of the Company the  beneficiaries  of
which are members of Keith F.  Eaman's  family.  As at September  15,  2003,  an
aggregate of $1,580,131 is outstanding  under the Ambrooke  Promissory Note. See
Item 10C "Material Contracts".

         In November 2002,  Bradley D. Griffiths and Ambrooke Holdings Inc. lent
$1,000,000  to  National  Subsidiary.  The loan bears  interest at 10% (see item
10c).  Subsequent to the 2003 financial year end, a $250,000 payment was made to
reduce the outstanding loan to an amount of $750,000.

         Other  than as  disclosed  above,  there have been no  transactions  or
proposed  transactions  for the last three fiscal years,  which have  materially
affected or will materially affect the Company in which any director,  executive
officer, or beneficial holder of more than 10% of the outstanding common shares,
or any of their respective relatives,  spouses, associates or affiliates has had
or will have any direct or material indirect interest. Management of the Company
believes the transactions  referenced above were on terms at least as favourable
to the Company as the Company could have obtained from unaffiliated parties.

                                       41
<PAGE>

         C.       INTERESTS OF EXPERTS AND COUNSEL

         Not applicable.

ITEM 8.       FINANCIAL INFORMATION

         A.       CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

         See Item 17.

         LEGAL PROCEEDINGS

         Other than as  described  below,  National is not aware of any material
legal  proceedings  against  it nor is  National  a  plaintiff  in any  material
proceeding  or  pending  litigation.  On May 17,  1999,  St.  Paul Fire & Marine
Insurance Company filed an action in damages against several parties,  including
National  Subsidiary,  in the  amount of  $686,898.  The action  arises  from an
accident that occurred at the Shell Canada refinery located in Montreal,  Quebec
in 1995.  National  Subsidiary was one of several contractors in connection with
work being completed.  Although the engineering firm responsible for the project
absolved  National  of  responsibility,  the St.  Paul  Fire & Marine  Insurance
Company has not dropped its action against National.  In a letter to National on
September  23,  1999,  the insurer of National  Subsidiary  took  control of the
action. Management of National is of the opinion it is not liable and if so, any
liability under the claim will be covered by National's insurance.

         DIVIDEND POLICY

         The Company has not declared any  dividends for the last five years and
does not anticipate  that it will do so in the foreseeable  future.  The present
policy of the Company is to retain future earnings for use in its operations and
the expansion of its business.

ITEM 9.       THE OFFER AND LISTING

A.       OFFER AND LISTING DETAILS

         OFFER

         Not applicable.

         LISTING DETAILS

         The Company's  common shares trade on the TSX Venture  Exchange Inc. in
Calgary,  Alberta, Canada, under the trading symbol "NAT" and have CUSIP #635546
10 4. Prior to May 7, 2002,  the common  shares  were  quoted on the TSX Venture
Exchange  Inc.  under the symbol  "YBD".  Prior to  October 2, 2000,  the common
shares were quoted on the  Canadian  Dealing  Network  under the trading  symbol
"BRND".  Prior to January 19, 2000,  the common  shares  traded under the symbol
"WARP." The common  shares  began  trading on the  Canadian  Dealing  Network on
August 22, 1995.

                                       42
<PAGE>



         The Company's  common shares trade on the NASD OTC Electronic  Bulletin
Board,  under the trading  symbol "NATS" and CUSIP #635546 10 4. Prior to May 7,
2002,  the Company's  common shares traded on the NASD OTC  Electronic  Bulletin
Board,  under the trading symbol "BRND". The common shares traded on NASDAQ from
March 8, 1996  through  April 23, 2001.  Prior to January 19,  2000,  the common
shares traded under the symbol "WARP."


         The  following  table lists the high and low market  prices on the NASD
OTC Electronic  Bulletin Board or NASDAQ SmallCap Stock Market,  as the case may
be, for the  Company's  common  shares for the five most recent  full  financial
years.

          NASD OTCBB AND NASDAQ SMALL CAP STOCK MARKET TRADING ACTIVITY
                  ANNUAL FIVE YEAR "HIGH AND LOW" PRICE HISTORY
              YEAR
              ENDED                            HIGH                 LOW
              -----------------------------------------------------------------
              February 28, 1999              3.31                   0.25
              February 29, 2000              6.88                   1.06
              February 28, 2001(1)           1.47                   0.13
              February 28, 2002              1.80                   0.26
              February 28, 2003              2.50                   0.11


         Note:

         (1)      On April 23, 2001, the Company completed a share consolidation
                  of 1 new share for each 10 outstanding shares.


         The  following  table  lists the  volume of trading  and high,  low and
closing  sales  prices  on the  NASD OTC  Electronic  Bulletin  Board or  NASDAQ
SmallCap Stock Market,  as the case may be, for the Company's  common shares for
the four  fiscal  quarters  of  fiscal  2002  and  2003  and for the two  fiscal
quarters.

          NASD OTCBB AND NASDAQ SMALL CAP STOCK MARKET TRADING ACTIVITY
                        QUARTERLY TWO YEAR PRICE HISTORY

QUARTER
ENDED                         VOLUME           HIGH        LOW        CLOSING
-----------------------------------------------------------------------------
May 31, 2001(1)               315,320          1.05        0.51           0.55
August 31, 2001               514,100          0.82        0.51           0.62
November 30, 2001             262,400          0.59        0.26           0.34
February 28, 2002             405,400          0.51        0.08           0.51
May 31, 2002                  520,300          0.85        0.31           0.40
August 31, 2002               337,800          2.15        0.63           0.75
November 30, 2002             518,045          0.85        0.15           0.15
February 28, 2003             193,700          0.35        0.10           0.11
May 31, 2003                  530,400          0.15        0.02           0.02
August 31, 2003               434,500          0.14        0.03           0.05

         Note:

         (1)      On April 23, 2001, the Company completed a share consolidation
                  of 1 new share for each 10 outstanding shares.


                                       43
<PAGE>

         The  following  table  lists the  volume of trading  and high,  low and
closing sales prices on the NASD OTC Electronic Bulletin Board for the Company's
common shares for the most recent six month period to September 30, 2003.

          NASD OTCBB AND NASDAQ SMALL CAP STOCK MARKET TRADING ACTIVITY
                             SIX MONTH PRICE HISTORY

MONTH
ENDED                     VOLUME           HIGH         LOW        CLOSING
--------------------------------------------------------------------------
April 30, 2003            217,100          0.09         0.02           0.04
May 31, 2003              249,200          0.05         0.02           0.02
June 30, 2003             127,200          0.14         0.03           0.06
July 31, 2003              71,700          0.14         0.05           0.10
August 31, 2003           235,600          0.08         0.05           0.05
September 30, 2003         91,600          0.25         0.05           0.10


         The following table lists the high and low sales prices on the Canadian
Dealing Network and/or the Canadian  Venture  Exchange Inc., as the case may be,
for the Company's common shares for the five most recent full financial years.

 CANADIAN DEALING NETWORK AND/OR THE CANADIAN VENTURE EXCHANGE TRADING ACTIVITY
                  ANNUAL FIVE YEAR "HIGH AND LOW" PRICE HISTORY

                  YEAR                                      CANADIAN DOLLARS
                  ENDED                         HIGH              LOW
                  -------------------------------------------------------------
                  July 31, 1999                 4.06              2.04
                  July 31, 2000                 9.60              1.00
                  July 31, 2001(1)              0.80              0.14
                  February 28, 2002(2)          1.00              0.45
                  February 28, 2003             3.00              0.10
         Notes:

         (1)      On April 23, 2001, the Company completed a share consolidation
                  of 1 new share for each 10 outstanding shares.

         (2)      The  Company  changed its fiscal year end to February 28 after
                  the July 31, 2001 year end.



         The  following  table  lists the  volume of trading  and high,  low and
closing sales prices on the Canadian Dealing Network and/or the Canadian Venture
Exchange Inc., as the case may be, for the Company's  common shares for the four
fiscal quarters of fiscal 2002 and 2003, and the first fiscal quarter of 2004.


                                       44
<PAGE>

 CANADIAN DEALING NETWORK AND/OR THE CANADIAN VENTURE EXCHANGE TRADING ACTIVITY
                        QUARTERLY TWO YEAR PRICE HISTORY

QUARTER                                    CANADIAN DOLLARS
ENDED                         VOLUME       HIGH          LOW          CLOSING
-----------------------------------------------------------------------------
April 30, 2001(1)               3,789      0.26          0.14             0.26
July 31, 2001                      11      0.85          0.50             0.70
October 31, 2001(1)             1,330      0.57          0.57             0.57
February 28, 2002(1)            9,856      0.45          0.45             0.45
May 31, 2002                    5,494      3.00          0.45             3.00
August 31, 2002                26,922      2.50          1.00             2.00
November 30, 2003               1,945      1.70          0.10             0.18
February 28, 2003              27,079      0.32          0.10             0.32

         Notes:

         (1)      On April 23, 2001, the Company completed a share consolidation
                  of 1 new share for each 10 outstanding shares.

         (1)      The  Company  changed its fiscal year end to February 28 after
                  the July 31, 2001 year end.

         The  following  table  lists the  volume of trading  and high,  low and
closing  sales prices on the Canadian  Venture  Exchange  Inc. for the Company's
common shares for the most recent six month period to September 30, 2002.

 CANADIAN DEALING NETWORK AND/OR THE CANADIAN VENTURE EXCHANGE TRADING ACTIVITY
                             SIX MONTH PRICE HISTORY

MONTH                                 CANADIAN DOLLARS
ENDED                     VOLUME           HIGH        LOW              CLOSING
-------------------------------------------------------------------------------
April 30, 2003             94,941           0.08        0.05               0.07
May 31, 2003              138,084           0.05        0.03               0.05
June 30, 2003              20,811           0.15        0.09               0.05
July 31, 2003              42,325           0.80        0.05               0.15
August 31, 2003            85,065           0.18        0.05               0.17
September 30, 2003        102,536           0.30        0.14               0.18


         PRICE FLUCTUATIONS, SHARE PRICE VOLATILITY

         In recent  years,  securities  markets in Canada and the United  States
have  experienced  a high level of price and volume  volatility,  and the market
price of many small companies,  particularly  those  considered  speculative and
unseasoned,   have  experienced  wide  fluctuations  in  price  which  have  not
necessarily been related to operating  performance or underlying or prospects of
such companies.  There can be no assurance  those continual  fluctuations in the
volume and share price of the Company's common shares will not occur.

         The  Company's  common  shares  are issued in  registered  form and the
following  information  is taken from the  records of Equity  Transfer  Services
Inc., located in Toronto,  Ontario, Canada, the registrar and transfer agent for
the common shares.

                                       45
<PAGE>



         On September 30, 2003, the shareholders'  list for the Company's common
shares showed 4,576 registered  shareholders and 15,514,974 shares  outstanding.
An  aggregate  of 232 of these  registered  shareholders  listed  United  States
addresses  and  had  ownership  of   approximately   1,578,169   common  shares,
representing about 10.2% of the outstanding common shares.

         The  Company  has  researched   the  indirect   holding  by  depository
institutions   and   estimates   that  as  of  September  30,  2003  there  were
approximately  7,000 "holders of record" resident in the United States,  holding
the above referenced  1,578,169 common shares.  Based on this research and other
research into the indirect holdings of other financial institutions, the Company
believes that it has an aggregate of approximately  14,000  beneficial owners of
its common shares.

         The Company's  common shares are not  registered to trade in the United
States in the form of American Depository Receipts or similar certificates.

         B.       PLAN OF DISTRIBUTION

                  Not applicable.

         C.       MARKETS

         The  Company's  common  shares trade on the TSX Venture  Exchange  Inc.
(formerly the Canadian Venture Exchange Inc.) in Toronto, Ontario, Canada, under
the trading symbol "NAT" and CUSIP #635546 10 4. Prior to May 7, 2002 the common
shares were  quoted on the TSX Venture  Exchange  Inc.  under the symbol  "YBD".
Prior to October 2, 2000, the common shares were quoted on the Canadian  Dealing
Network under the trading symbol  "BRND".  Prior to January 19, 2000, the common
shares  traded under the symbol  "WARP." The common  shares began trading on the
Canadian Dealing Network on August 22, 1995.

         The Company's  common shares trade on the NASD OTC Electronic  Bulletin
Board,  under the  trading  symbol  "NATS" and  #635546 10 4. Prior to April 19,
2002,  the Company's  common shares traded on the NASD OTC  Electronic  Bulletin
Board,  under the trading symbol "BRND". The common shares traded on NASDAQ from
March 8, 1996  through  April 23, 2001.  Prior to January 19,  2000,  the common
shares traded under the symbol "WARP."

         On October 7, 2003, the common shares of the Company were delisted from
the OTC  Bulletin  Board for  failure  to file Form  20-F  Annual  Report by the
required deadline pursuant to Section 13 or 15(d) of the Securities Exchange Act
for the fiscal year ended February 28, 2003.



         D.       SELLING SHAREHOLDERS

                  Not applicable.

         E.       DILUTION

                  Not applicable.

         F.       EXPENSES OF THE ISSUE

                  Not applicable.


                                       46
<PAGE>




ITEM 10.      ADDITIONAL INFORMATION

         A.       SHARE CAPITAL

                  Not applicable.

         B.       MEMORANDUM AND ARTICLES OF ASSOCIATION

                  The  Amalgamation  Agreement,  Articles  of  Amalgamation  and
By-laws of the Company are  incorporated by reference to the Company's Form 20-F
Registration Statement, as amended.

         C.       MATERIAL CONTRACTS

                  Other than  contracts  entered into in the ordinary  course of
business, the Company has not entered into any material contracts other than the
following:

         1.       Promissory   note  dated  July  15,  1992   between   National
                  Subsidiary and The Manson Group Inc., subsequently assigned to
                  Ambrooke  Holdings  Inc.  (the  Ambrooke   Promissory  Note"),
                  pursuant to which Ambrooke  Holdings Inc.  loaned an aggregate
                  of $3,500,000 to National  Subsidiary  bearing interest at the
                  prime  rate  of  interest  plus  5% per  annum.  The  Ambrooke
                  Promissory Note requires monthly payments of interest only and
                  the  principal  is  repayable  annually in an amount  equal to
                  National Subsidiary's net consolidated income for the previous
                  year, and the loan is  collateralized  by a charge against all
                  assets of National  Subsidiary.  As at September  30, 2003, an
                  aggregate of  $1,580,131  was  outstanding  under the Ambrooke
                  Promissory  Note  of  which  $580,131  of the  obligation  was
                  assumed by National Maintenance.

         2.       Loan  agreement  dated  November  9,  2001  between   National
                  Subsidiary  and the  National  Bank,  pursuant  to  which  the
                  National Bank provided  National  Subsidiary with an operating
                  credit line of up to $3,500,000  bearing interest at the prime
                  rate plus  2.00% per  annum,  and a special  revolving  credit
                  facility of $3,500,000 bearing interest at the prime rate plus
                  4.00% per annum. The agreement  provided  National Bank with a
                  range  of  security.  The  loan was  repaid  in full  prior to
                  September 30, 2003.

         3.       The  Share  Exchange  Agreement.  See  Item  4A  "History  and
                  Development of the Company".

         4.       An advisory  agreement  dated  October 31,  2001,  pursuant to
                  which  Standard  provided   financial   advisory  services  to
                  National   Subsidiary  in  exchange  for  shares  of  National
                  Subsidiary,  and the Company agreed to pay Standard a finder's
                  fee at the  closing  of the  Acquisition  by the  issuance  of
                  721,750 common shares.

         5.       As a condition  precedent to the completion of the Acquisition
                  pursuant to the Share Exchange Agreement,  the Company entered
                  into the an asset put  agreement  with  Marvellous  Items Inc.
                  (the  "Purchaser") and Michael Serruya,  pursuant to which the
                  Company  was  provided  with the  option,  for a period  of 24
                  months,  to require the Purchaser to acquire certain assets of
                  the Company for a purchase price of $1,500,000 payable in cash
                  at closing. The Company exercised the put in April 2002.


                                       47
<PAGE>

         6.       Loan agreement dated  September 27, 2002, as amended,  between
                  the  Company  and  Standard   Mercantile   Bancorp.,   Limited
                  Partnership  ("Bancorp"),  pursuant to which Bancorp agreed to
                  lend the Company up to $2,000,000. The loan was repaid in full
                  prior to the 2003 fiscal year end. See Item 5B "Liquidity  and
                  Capital Resources".

         7.       General  security  agreement  dated September 27, 2002 between
                  the Company and Bancorp, pursuant to which the Company granted
                  a charge over all of the assets of the Company as security for
                  amounts  owned by the Company to  Bancorp.  The  security  was
                  discharged prior to the 2003 fiscal year end.

         8.       Loan  agreement  dated  November  12,  2002  between  National
                  Subsidiary  and arm's length third party in the amount of $1.0
                  million.  The loan was offset against a holdback receivable on
                  June 30, 2003.

         9.       Loan  agreement  dated  November  12,  2002  between  National
                  Subsidiary  and Ambrooke  Holdings and Bradley D. Griffiths in
                  the amount of $1.0 million  ("Ambrooke/Griffiths  loan").  The
                  loan is  repayable  on demand and bears  interest at 10%.  The
                  loan is  collateralized  by a charge  against  all  assets  of
                  National   Subsidiary.   Subsequent   to  year  end  the  loan
                  obligation was assumed by National Maintenance.

         10.      Factoring  agreement  dated  July 17,  2003  between  National
                  Maintenance and Century Services Inc. ("the Century  Factoring
                  Agreement")  pursuant to which Century Services Inc. agreed to
                  purchase up to $2,000,000 of accounts receivable. The discount
                  rate on the purchase of the accounts  receivable  is $0.60 per
                  $1,000 purchased. The agreement provides Century Services Inc.
                  with a General Security  Agreement  granting a charge over all
                  of the assets of National Maintenance.

         11.      Management  agreement  dated June 16,  2003  between  National
                  Subsidiary and Les  Entreprises  Guy Lever Inc.  ("LEGLI"),  a
                  private  company  controlled by Guy George Lever,  pursuant to
                  which   LEGLI   provides   management   services  to  National
                  Subsidiary  for a weekly fee of  $3,000.  The  agreement  also
                  provides  for a bonus  payment  based  on the  achievement  of
                  specific objectives. The agreement is for a period of 30 days,
                  is  automatically  renewed and can be  cancelled  with 15 days
                  written notice by either party.

         D.       EXCHANGE CONTROLS

         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
(other than a "World Trade Organization ("WTO") investor" as defined in the ICA)
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 $50 million or more in value;  or (iii) an acquisition of
all or substantially  all of the assets used in carrying on a Canadian  business
where the  value of the  acquired  assets  is $5  million  or more.  Review  and
approval are also required for 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, and production and distribution of
music, regardless of the size of the investment.

                                       48
<PAGE>



         In the context of the Company,  in essence,  three methods of acquiring
control of a Canadian  business are 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; (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 on 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.

         If the investor or vendor  (excluding  Canadians) is a WTO member,  any
direct investment in excess of $192 million in 2000 is reviewable.  Even for WTO
investors,  the $5 million and $50  million  limits set forth above apply if the
Canadian business:

         (i)      engages in the production of uranium and owns an interest in a
                  uranium producing property in Canada;

         (ii)     provides any financial service;

         (iii)    provides any transportation service; or

         (iv)     is a cultural business.

         Pursuant  to  the  ICA,  new  thresholds  for  review  for  WTO  member
investors, or where a Canadian business is ultimately controlled by a WTO member
(other than a Canadian) prior to its acquisition,  must be determined and become
effective  on January 1 of every  year.  The amount is  equivalent  to growth in
Nominal  Gross  Domestic  Product at market  prices as published  by  Statistics
Canada  for  specified  periods,  multiplied  by the amount  determined  for the
previous  year. The amount for the year 2000 is $192 million  dollars.  Indirect
acquisitions  by WTO member  investors are not  reviewable,  but are nonetheless
subject to notification.  An indirect acquisition is a transaction involving the
acquisition  of the shares of a company  incorporated  outside of Canada,  which
owns  subsidiaries  in  Canada.  If,  however,  the  value of the  assets of the
Canadian  part is more than 50% of the value of the assets of its parent,  it is
considered a direct  acquisition.  An asset  transaction where the vendor is the
Canadian business in Canada is considered a direct acquisition.

         In  addition  to  the  foregoing,  the  ICA  requires  that  all  other
acquisitions of control of Canadian  businesses by  non-Canadians  be 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.

         In the case of any dividends paid to non-residents, the Canadian tax is
withheld by the Company, which remits only the net amount to the shareholder. By
virtue of Article X of the Tax Convention,  the rate of tax on dividends paid to
residents of the United States is generally limited to 15% of the gross dividend
(or 5% in the case of certain corporate  shareholders owning at least 10% of the
Company's voting shares).  In the absence of the treaty provisions,  the rate of
Canadian  withholding tax imposed on non-residents is 25% of the gross dividend.
Stock dividends received by non-residents from the Company are taxable by Canada
as ordinary dividends.

                                       49
<PAGE>

         Where a holder  disposes of common  shares to the  Company  (unless the
Company  acquired  the common  shares in the open  market in the manner in which
shares  would  normally be  purchased  by any member of the  public),  this will
result in a deemed  dividend to the U.S. holder equal to the amount by which the
consideration paid by the Company exceeds the paid-up capital of such stock. The
amount of such dividend will be subject to withholding tax as described above.

         E.       TAXATION

         The  following  summary of the  material  Canadian  federal  income tax
considerations  generally applicable in respect of the common stock reflects the
Company's  opinion.  The tax  consequences  to any  particular  holder of common
shares will vary according to the status of that holder as an individual, trust,
corporation or member of a partnership, the jurisdiction in which that holder is
subject to  taxation,  the place where that holder is resident  and,  generally,
according to that holder's particular circumstances.  This summary is applicable
only to holders who are resident in the United States,  have never been resident
in Canada,  deal at arm's length with the Company,  hold their common  shares as
capital  property  and who will not use or hold the common  stock in carrying on
business in Canada.  Special rules, which are not discussed in this summary, may
apply to a United  States  holder that is an issuer that  carries on business in
Canada and elsewhere.

         This  summary  is based  upon the  provisions  of the Income Tax Act of
Canada and the regulations thereunder (collectively,  the "Tax Act, or ITA") and
the Canada-United States Tax Convention (the "Tax Convention") as at the date of
the Annual Report and the current administrative practices of Canada Customs and
Revenue  Agency  ("CCRA").  This summary  does not take into account  provincial
income tax consequences.

         This summary is not exhaustive of all possible income tax consequences.
It is not  intended  as legal or tax advice to any  particular  holder of common
stock and should not be so  construed.  Each holder  should  consult his own tax
advisor with respect to the income tax consequences applicable to him in his own
particular circumstances.

         DISPOSITION OF COMMON SHARES

         If a  non-resident  were to dispose of common  stock of the  Company to
another  Canadian  corporation  which  deals or is deemed to deal on a non-arm's
length basis with the non-resident and which, immediately after the disposition,
is connected with the Company (i.e.  which holds shares  representing  more than
10% of the voting  power and more than 10% of the market value of all issued and
outstanding shares of the Company), the amount by which the fair market value of
any consideration  (other than any shares of the purchaser  corporation) exceeds
the paid-up  capital of the common  stock sold will be deemed to be taxable as a
dividend paid by the purchasing corporation, either immediately or eventually by
means  of a  deduction  in  computing  the  paid-up  capital  of the  purchasing
corporation, and subject to withholding taxes as described below.

         Under the Tax Act,  capital gain from the sale of common  shares listed
on a prescribed stock exchange by a non-resident will not be subject to Canadian
tax,  provided the  shareholder  (and/or persons who do not deal at arm's length
with the shareholder) have not held a "substantial interest" in the Company (25%
or more of the  shares of any class of the  Company's  stock) at any time in the
five years preceding the disposition.  Generally, the Tax Convention will exempt
from  Canadian  taxation any capital  gain  realized by a resident of the United
States,  provided that the value of the common stock is not derived  principally
from real property situated in Canada.


                                       50
<PAGE>


         CAPITAL GAINS

         A non-resident of Canada is not subject to tax under the ITA in respect
of a capital gain  realized upon the  disposition  of a share of a class that is
listed on a  prescribed  stock  exchange  unless the share  represents  "taxable
Canadian  property" to the holder thereof. A common share of the Company will be
taxable  Canadian  property to a non-resident  holder if, at any time during the
period of five years  immediately  preceding the  disposition,  the non-resident
holder,  persons with whom the non-resident holder did not deal at arm's length,
or the  non-resident  holder and persons  with whom he/she did not deal at arm's
length  owned  25% or more of the  issued  shares  of any class or series of the
Company.  In the case of a  non-resident  holder to whom  shares of the  Company
represent taxable Canadian property and who is resident in the United States, no
Canadian tax will be payable on a capital gain realized on such shares by reason
of the Tax  Convention  unless the value of such  shares is derived  principally
from real property situated in Canada or the non-resident holder previously held
the shares while resident in Canada.  The Company believes that the value of its
common shares is not derived from real property situated in Canada.

         F.       DIVIDENDS AND PAYING AGENTS

                  Not applicable.

         G.       STATEMENT BY EXPERTS

                  Not applicable.

         H.       DOCUMENTS ON DISPLAY

         You may request a copy of our United  States  Securities  and  Exchange
Commission filings, at no cost, by writing to our principal executive offices at
3000 Matte Blvd.  Brossard,  Quebec,  Canada J4Y 2H5. Copies of our filings with
Canadian  securities  regulatory  authorities  are  available,  at no  cost,  by
accessing the System for Electronic  Document Analysis and Retrieval (SEDAR) via
the Internet at www.sedar.com.

         A copy of each report  submitted in accordance with  applicable  United
States law is available for review at our principal executive offices. A copy of
each document (or a translation thereof to the extent not in English) concerning
the Company that is referred to in this Annual  Report on Form 20-F is available
for public review at our principal executive offices.

         I.       SUBSIDIARY INFORMATION

                  Not applicable.

ITEM 11.      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


         The Company's  principle exposure to interest rate fluctuations is with
respect to its note due to a  shareholder  which  bears  interest  at a floating
rate.


ITEM 12.      DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

         Not applicable.


                                       51
<PAGE>


                                     PART II

ITEM 13.      DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

         Other than as described  below,  there has been no material  default in
the payment of principal,  interest, a sinking or purchase fund installment,  or
any other material default not cured within 30 days, relating to indebtedness of
the Company or any of its subsidiaries.

         As at September 30, 2003, National Subsidiary was in default in payment
of sales taxes to the taxation  authorities of the Province of Quebec and Canada
totaling  approximately  $1.1  million.  National  Subsidiary  has entered  into
agreements (the "Tax Agreements") with the applicable  authorities,  pursuant to
which  National  Subsidiary  has  agreed  to repay  the  $1,100,000  owed over a
three-year period from October 2003 to January 2006.

         National  Subsidiary  is  in  default  of  interest  payments  totaling
approximately $103,087.31 on a note due to a shareholder. The note is secured by
a charge against all of the Company's assets.

         National   Subsidiary   defaulted   on  payments   due  to  the  Quebec
Construction  Commission  (the "QCC"),  which  represents  the union  workers on
projects of National  Subsidiary  in the amount of  approximately  $0.4  million
representing  levies in relation to vacation pay, training and other items. This
amount was paid September 15, 2003.

         Not applicable with respect to dividend arrearages and delinquencies.

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

         Not applicable.

ITEM 15.      [RESERVED]

ITEM 16.      [RESERVED]

                                    PART III

ITEM 17.      FINANCIAL STATEMENTS

         The Company's  consolidated financial statements are stated in Canadian
dollars and are prepared in accordance  with Canadian GAAP,  the  application of
which,  in the case of the Company,  conforms in all  material  respects for the
periods  presented  with United States GAAP,  except as noted in Note #21 in the
consolidated financial statements.


ITEM 18.      FINANCIAL STATEMENTS

         Not applicable.


                                       52
<PAGE>

         The consolidated financial statements and schedules thereto as required
under Item 18 are attached  hereto and found  immediately  following the text of
this Annual  Report.  The auditor's  report of Ernst & Young,  LLP,  independent
Chartered  Accountants for Fiscal 2003 and 2002 are included herein  immediately
preceding the consolidated financial statements and schedules.

         Audited  Consolidated  Financial  Statements  of the Company for fiscal
2003 ended February 28, 2003 are included herein.


ITEM 19.      EXHIBITS

         The following exhibits are filed as a part of this Annual Report or are
incorporated by reference:

1.       Amalgamation Agreement; Articles of Amalgamation; by-laws (Incorporated
         by Reference to Form 20-FR Registration Statement (as amended) and Form
         6-K's).

2.       Instruments defining the rights of holders of equity or debt securities
         being registered  (Incorporated by Reference to Form 20-FR Registration
         Statement (as amended) and Form 6-K's).

3.       Material Contracts - Not Applicable.

4.       Foreign Patents: - Not Applicable.

5.       List of Subsidiaries.


                                       53

<PAGE>



                                 SIGNATURE PAGE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1994, the Registrant  certifies  that it meets all the  requirements  for
filing on Form 20-F and has duly caused  this Annual  Report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                National Construction Inc. - SEC File No. 0-27144
                                   Registrant




October ___, 2003.                  By:      __________________________________
-----------------
Dated                                      Keith F. Eaman
                                            CEO


                                    By:     ___________________________________
                                            William G. Edwards
                                            CFO


                                       54
<PAGE>


                                  EXHIBIT INDEX

1.       Amalgamation Agreement; Articles of Amalgamation; by-laws (Incorporated
         by Reference to Form 20FR Registration  Statement (as amended) and Form
         6-K's).

2.       Instruments defining the rights of holders of equity or debt securities
         being registered  (Incorporated by Reference to Form 20-FR Registration
         Statement (as amended) and Form 6-K's).

3.       Material Contracts - Not Applicable.

4.       Foreign Patents - Not Applicable.

5.       List of Subsidiaries.




                                       55