UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One) |X| ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

    For the fiscal year ended December 31, 2001

                                       OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED]

    For the transition period from ___ to ___ Commission file number 0-25963

                       INFORETECH WIRELESS TECHNOLOGY INC.
             (Exact name of registrant as specified in its charter)

            Nevada                                    88-0350120
 (State of other jurisdiction            (I.R.S. Employer Identification Number)
of incorporation or organization)


    Suite 214, 5500 - 152nd Street
      Surrey, British Columbia                         V3S-8E7
 (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: 604-576-7442

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

Securities  registered  pursuant  to  Section  12(g) of the Act:  Class A Common
Equity Voting Stock, par value $.001 per share

Indicate by checkmark  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  report(s)),  and (2) has been  subject  to such  filing
requirements for the past 90 days.

Yes   X   No
    -----    -----

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.

Revenues for the fiscal year ended December 31, 2001 were $-0-.

The  aggregate  market value of the Class A Common  Equity  Voting Stock held by
non-affiliates  of the registrant as of March 31, 2002 amounted to approximately
$214,000.

Registrant  had 38,938,240  shares of Class A Common Equity Voting Stock,  $.001
par value per share outstanding as of March 31, 2002.

Documents  Incorporated  by  Reference  (to the extent  indicated  herein):  See
Exhibit index



<PAGE>



                                TABLE OF CONTENTS
PART I
Item 1. Description of Business                                        2-12
Item 2. Properties                                                      13
Item 3. Legal Proceedings                                               13
Item 4. Submission of Matters to a Vote of
         Security Holders                                               13
PART II
Item 5. Market for Common Equity and Related
         Shareholder Matters                                            13
Item 6. Management's Discussion and Analysis
         or Plan of Operations                                        14-20
Item 7. Financial Statements                                        F-1 to F-28
Item 8. Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure                         21
PART III
Item 10. Executive Compensation                                       21-22
Item 11. Security Ownership of Certain Beneficial
          Owners and Management                                         23
Ite. 12. Certain Relationships and Related Transacrtions                24

PART IV
Item 14. Exhibits and Reports on Form 8-K                               24

Signatures                                                              25


<PAGE>


PART I.

BUSINESS

ITEM 1.  DESCRIPTION OF BUSINESS

Overview

     Inforetech  Wireless Technology Inc. ( "Inforetech" or the "Company") is in
the final development stage of a pace-of-play  information  system  (Inforemer),
for golf courses.  The Company's  innovative  and  cost-effective  products will
provide wireless  communications and global positioning system ("GPS") solutions
for mobile and fixed asset management applications. The Company has targeted the
golf  market for the  initial  product  launch of its cart  mount and  hand-held
Portable  Recreational Devices (PRD).  Inforetech has tested the product in five
installations through 15,000 rounds of play and is now taking orders.

     The Company is the only provider of GPS based golf  solutions to offer both
hand-held  and  cart-based  products.   The  Company's  hand-held  product,  the
Inforemer,  (developed by  Inforetech) is a  high-resolution  device that can be
carried or attached to a golf bag or power cart.  The Inforemer  display gives a
full  overview  of the course at each hole,  including  the  topography  of each
green,  distance  measurements to the pin, green-side bunkers and water hazards.
The system  also  allows  course  management  to monitor  the  current  and past
location of each player, enabling course management to control traffic, increase
the pace of play of  golfers  and  thereby  increase  golf  course  revenue.  In
addition,  the system  offers  clubhouse  management  the  ability to  instantly
communicate with players,  and through wireless  communications offer the golfer
merchandise or  refreshments.  The Company's cart mount systems include the same
functionality as the hand-held units but also include advanced  graphics,  color
displays and mobile asset  tracking  capabilities,  among other  features.  This
product  is  currently  available  pursuant  to  an  agreement  with  Shortgrass
Technologies, Inc. ("STI") for distribution outside the United States.

     The Company realized that it would take a greater amount of time to reach a
profit with the burdened  overhead.  Management has decided to reduce  operating
costs through the appointment of  distributors  and out sourcing the majority of
the  overhead  as well as  manufacturing.  The  Company's  focus  will be on the
European  markets through its distributor  network with additional  focus on the
resort type courses in the United States and Canada.

     As  shown in the  accompanying  financial  statements,  the  Company  has a
history of losses with an  accumulated  deficit of  $28,685,990  at December 31,
2001 and, as of that date, a working  capital  deficiency of  $9,257,155.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern.  The Company's  continuation as a going concern is dependent upon
its ability to ultimately attain profitable operations, generate sufficient cash
flow  to  meet  its  obligations,  and  obtain  additional  financing  as may be
required.

     As one of the oldest organized sports in the world, golf is enjoyed by over
30 million Americans. The game's ongoing vitality is evidenced by its ability to
attract  participants from all demographic strata and skill groups. The game has
been  transformed  from a sport  enjoyed by a few, to a sport enjoyed by a broad
cross-section  of society.  According to the  National  Golf  Foundation's  1999
publication  "A  Strategic   Perspective  on  the  Future  of  Golf,"   prepared
collaboratively   by  the  National  Golf   Foundation  and  the   international
management-consulting  firm,  McKinsey &  Company,  golf has  enjoyed  explosive
growth  over the last 50  years.  More  recently,  there  has also been a strong
growth in golf course investment.

     Internationally,  the National Golf Foundation  ("NGF") estimates that more
than 50 million  golfers play on 37,000  courses.  Golf  continues to grow at an
explosive  rate in  Australia.  Growth is not  limited to any one  country,  the
countries  with the  largest  number of courses  are Japan and  Australia.  Golf
continues  to flourish  as a sport in Western  Europe,  where Great  Britain and
Ireland have the highest number of courses.  In recent years the warmer climates
of Spain and Portugal have seen explosive growth in new course development.

     The Company  believes that golf is a high growth activity whose  popularity
coincides with the affluence of the baby boomer generation,  which is turning to
golf as a leisure  activity.  The National  Golf  Foundation  believes that over
2,000 new golf  courses  are being  planned or are under  construction  in North
America.

                                       2
<PAGE>

     Subject to  obtaining  adequate  working  capital  the  Company  intends to
establish  worldwide  industry  leadership in wireless GPS-based golf technology
and leverage this market position into other recreational market segments,  such
as hiking and skiing.  Within the golf segment,  the Company intends to build on
its industry leading position by: (i) offering reliable,  high quality GPS-based
wireless  solutions;  (ii)  competitively  pricing  its  wireless  solutions  by
offering  economic  and  tax  friendly   customized  leasing  solutions;   (iii)
leveraging  its  strategic and  technological  relationships;  (iv)  selectively
acquiring  providers of GPS-based  products and services to expand its installed
base and product offering; and (vii) building brand awareness.

Acquisition of Proshot Golf,Inc.

     On November 7, 2000,  the Company  signed an agreement to purchase  ProShot
Golf,  Inc.  ["ProShot"].   On  January  12,  2001  [the  "Closing  Date"],  the
transaction  was  consummated  and the Company  acquired all of the  outstanding
capital stock of ProShot. In consideration, the shareholders of ProShot received
an aggregate of 4,500,000 shares of Class A Common Stock of the Company.  Out of
the  4,500,000  shares,  765,000  were placed in escrow in  connection  with the
indemnification  obligations  of ProShot  under the  acquisition  agreement.  In
addition, employees of ProShot received stock options of the Company in exchange
for vested and unvested stock options of ProShot.  ProShot was a manufacturer of
global positioning systems based distance measuring equipment for golf courses.

     On September 21, 2001, after receiving  notices of defaults from a group of
Inforetech  shareholders  [the  "Guarantors"],  who  guaranteed  certain debt of
ProShot  owed to  ProShot's  bank lender (the "Bank") the Company and one of its
directors signed an agreement with the Guarantors stating that the Company would
use its best efforts to assist in the foreclosure of ProShot assets by the Bank,
so that the Bank debt and  ultimately  the  obligation of the  Guarantors to the
Bank, in respect of their guarantee of ProShot's Bank debt, might be reduced.

The principal terms of the agreement were:

o    The Company would assist ProShot's Bank in foreclosing on ProShot's assets.
     Any proceeds from the foreclosure would go to reduce ProShot's debt to the
     Bank and hence the Guarantors obligation to the Bank.

o    The Guarantors may advance funds on their behalf and on behalf of the Bank
     for the specific purposes of protecting the value of ProShot's assets
     including funds to meet ProShot employee payroll. After August 31, 2001,
     the Company shall have no responsibility for advancing any further payroll
     and related expenses to ProShot or ProShot's employees.

o    Upon the consummation of the above requirements, the Guarantors agree to
     release the Company and one of its directors from certain financial
     obligations and to convert such obligations to stock in the Company. The
     obligations to be released and converted are the obligation of the Company
     to indemnify the Guarantors for any losses or payments under the loan
     agreement with the Bank up to $1,000,000 and the obligation of a Company
     director from his personal guarantee of one-sixth of the total of Letters
     of Credit outstanding in favor of The Associates and Trimble Navigation,
     Ltd. currently totaling $708,000. Upon such releases in the total amount of
     $1,118,000, the Company shall issue to the Guarantors, or their designees,
     11,180,000 shares of Common Stock. This term was subsequently amended in an
     October 16, 2001 agreement - see below.

o    The Guarantors agreed to use their best efforts to obtain from the Bank a
     release of ProShot from its obligations to the Bank upon the transfer of
     title of all of ProShot's assets to the Bank.

o    The Guarantors agreed to use their best efforts to cause any party
     acquiring the former assets of ProShot to issue a license to the Company
     for use of the GAT patent (a current asset of ProShot) during the life of
     the GAT patent, on terms and conditions no less favorable than any other
     party to which such a license is issued.

                                       3
<PAGE>

     On October 16, 2001,  the September 21, 2001 asset  transfer  agreement was
amended by a further  agreement  between the Guarantors,  the Company and one of
its directors. The principal terms of the amendment are:

o    On or before December 31, 2001, the Company was to pay to the Guarantors
     ProShot employee delinquent payroll taxes of $62,626 through August 31,
     2001, plus any interest and penalties yet to be calculated. Any ProShot
     sales or property taxes paid by the Company after the date of the agreement
     will go to reduce the total amount owed by the Company in respect of
     delinquent payroll taxes.  As of the date of this filing this payment has
     not been made.

     The  terms  of  conversion  of  the  $1,000,000  portion  of  ProShot  debt
guaranteed  by the  Company and  $118,000  guaranteed  personally  by one of the
Company's  directors,  are amended such that the above terms  regarding  payroll
taxes must also be met before the  guarantees can be released and the conversion
of the  Guarantee  amount to Company  stock  shall now be at 80% of the five day
average  closing  price  for the five  days  immediately  preceding  the date of
release. The Company intends to convert the $1,118,000 if and when it is able to
pay off the  payroll  taxes.  This  conversion  could  significantly  dilute the
existing ownership of the Company.

     On October 16, 2001, the Company signed a Collateral  Management  Agreement
and a Conditional Release Agreement with the Bank and ProShot Investors,  LLC, a
company  established by the Guarantors.  The purpose of these  agreements was to
allow ProShot  Investors,  LLC to manage all of ProShot's assets until such time
as the Bank  foreclosed  on such  assets.  Under  the  terms of the  Conditional
Release  Agreement,  upon completion of the Bank foreclosure,  and provided that
the Guarantors  deliver an amount of funds,  not specified in the agreement,  to
the Bank to support  their  guarantee  of the Bank debt,  the Bank will  release
ProShot from all obligations secured by these assets.

     On October 31,  2001,  the Bank  exercised  its right to  foreclose  on and
dispose of all of ProShot's assets [the "Foreclosed  Assets"] with the exception
of two golf course lease receivables and related equipment,  which were assigned
to Charles Aalfs [the "Aalfs  Leases"],  a creditor of ProShot,  in a Collateral
Assignment  dated  January 20, 1998.  Both golf courses are  delinquent in their
payments under these leases and ProShot is delinquent in its payments to Charles
Aalfs under the Collateral Assignment.  Charles Aalfs has commenced legal action
against ProShot so that any future  payments,  under the Aalfs Leases,  might be
paid directly to him. The Company will no longer be defending  this action.  The
carrying  value of the  Aalfs  Leases  was  fully  written  off on that date and
recorded  has  an  administration  expense  on  that  date  as a  result  of the
foreclosure and the legal action brought by Charles Aalfs.

     On October 31, 2001, the Foreclosed  Assets were purchased from the Bank by
ProShot  Investors,  LLC. The purchase was completed by the delivery of $450,000
to the Bank by the  Guarantors,  which also  served to support  the  Guarantors'
obligation for the full amount of the Bank's loan to ProShot.  Since, the Bank's
conditions under the Conditional  Release Agreement have now been met. ProShot's
debt under the Business Loan  Agreement  unconditionally  became the debt of the
Guarantors.  The Guarantors  paid off the remainder of the Bank loan on November
2, 2001. On November 7, 2001, the Bank provided a letter to ProShot stating that
it's  obligation  under  the  $4.5m  line of  credit  had  been  unconditionally
released.

     At the time of the ProShot  acquisition  the Company placed 960,000 Class A
Common Shares of Inforetech Wireless  Technology in escrow.  These escrow shares
were to be released to the Guarantors, over a period of time, should the Company
not be able to fully  release the  Guarantors  from their  guarantees of various
ProShot  debts,  including the $4,000,000  Bank line of credit,  in place at the
time of acquisition.  As a result of the foreclosure these escrow shares are now
to be released to the Guarantors in full.

     The Company terminated all of ProShot's  employees on October 15, 2001. One
of these  employees  had an  employment  contract  which  included six months of
severance  pay. The estimated cost of severance for this employee is $40,000 and
has been accrued as at December 31, 2001.

     The  Company  intends  to  file  a  petition  under  Chapter  7,  of the US
Bankruptcy Code with respect to ProShot.

                                       4
<PAGE>


Products

Traditional Attributes of Golf Which Create an Opportunity for GPS Systems
---------------------------------------------------------------------------

     The Company  believes that  pace-of-play is a major concern for golf course
owners and managers,  as it directly  impacts both revenue  potential and bottom
line results of golf facilities.  Research on golf course operations  undertaken
by the National Golf  Foundation  appears to support the  Company's  view of the
pace-of-play  issue.  Simply stated,  pace-of-play is shorthand for the speed by
which golf  twosomes  or  foursomes  move  through  the golf  course.  Because a
foursome cannot proceed to the next hole until the foursome in front of them has
completed the hole, one slow foursome can slow down an entire golf course.  This
reduces the number of paying  golfers  that can work  through  the  course,  and
frustrates  the vast majority of golfers that wish to play through the course in
a timely fashion.

     A major cause of slow foursomes is the time that players take attempting to
judge the distance to the flagstick.  Players  regularly consult their partners,
or walk part way to the flagstick to locate  markers,  to better judge distance,
in order to select a suitable club. The result is slow play, reduction in paying
golfers  working  through the course and  reduction  in golfers'  enjoyment  and
loyalty, which in turn reduces golfer participation at facilities.  All of these
result in reduced revenues.

     The  traditional  system of course marshals moving players through a course
is of limited effectiveness,  as it is not always immediately apparent where the
slow foursome is located,  it is  time-consuming  for the marshal to travel from
point to point, and the marshal can only be in one place at a time.


Technical Description of Products

     A standard GPS receiver  receives  continuous  location  information from a
constellation of 21 active and three spare satellites. Each satellite carries an
atomic clock that  transmits  signals to a GPS  receiver,  which  deciphers  the
signal from at least three  different  satellites  to determine  the  receiver's
location. Each satellite transmits two different codes: Precision ("P") code and
the  Coarse  Acquisition  ("C/A")  code.  The P  code  is a  special  code  used
exclusively by the U.S. military. All commercial GPS receivers operate using the
C/A code,  which is not as accurate as the P code.  Methods such as Differential
GPS ("DGPS") have been devised to make commercial GPS modules more accurate than
the P code.

     The Company's products utilize GPS-based technology for three functions. In
normal mode, the GPS allows each device to determine its location on a map. From
this  map's  location,  information  and  landmark  distances  are stored in the
device's  memory  and  the  distance  to the  landmarks  can be  calculated  and
displayed  on the  screen of the  handset.  The second  function  is to attach a
unit's  location  and outlined  regions to a map.  Once the unit crosses into an
outlined  region,  a message is sent to the unit's  microprocessor  to execute a
special  action.  At this time, a message may also be sent via radio link to the
base station  interface,  and  subsequently  relayed to the Club House  Computer
("CHC").  This allows the CHC to track each  receiver and determine its location
on the map. The third  function  allows a unit to mark special  locations on the
map,  such as marking a new hole location on the green or outlining a new region
on a given map.

     DGPS uses a regular  GPS  receiver  module at a known  fixed  location  for
reference. The fixed GPS antenna may be set to either survey the actual position
or gather  readings  over a period  of time.  These  readings  are  averaged  to
calculate an actual location.  Once an actual location has been determined,  the
fixed GPS antenna takes readings of its current apparent location. This apparent
location  is then  compared  to the known fixed  location  with a method  called
pseudo  range  correction  to  calculate  the GPS  correction  factor.  This GPS
correction is formatted into a Radio Technical  Commission for Maritime Services
packet  ("RTCM") and  transmitted  using User  Datagram  Protocol in an Internet
Protocol  ("IP")  packet,  over the  radio  link.  This  process  is  constantly
repeated.

                                       5
<PAGE>

     The  Company's  products'  accuracy is improved by the number of correction
packets it receives.  The accuracy using DGPS is to one meter.  Each unit in the
field receives a correction packet and passes it to a GPS module,  which applies
a correction data to the apparent  location to provide a more accurate  location
reading.

     On January  11,  2002,  the  Company  signed a  Purchasing  Agreement  with
Shortgrass  Technologies,  Inc.  to sell and market  the cart mount "On  Course"
system as a second item for the company in the  international  market place. The
Company became the first golf GPS-system provider to offer a combination of both
hand-held  and  cart-mounted  GPS  units.  The  Company's  hand-held  unit,  the
Inforemer,  can mount to a golf bag,  golf cart or be  carried by the golfer and
provides accurate positioning throughout a golf course. The Company's cart-based
product offerings include the On Course System, with unparalleled  graphics on a
10.4 inch color VDU. Each cart-based  product  features  high-resolution,  touch
sensitive  buttons for  durability,  virtually  hands free  operations with only
three  buttons to operate,  sports /  financial  ticker and the  enlarged  green
views.  Audio and text based  messaging  allows  golfers to  pre-order  food and
beverages or send emergency messages.

     Inforemer (Inforetech Product)

     The Inforemer  incorporates all the features of cart-mounted devices into a
     single portable  product.  It provides a display with advanced graphics and
     menu driven  software  that offers the golfer a range of options  including
     distance to pin and pro tips. Through the integration of radio and GPS, the
     handset allows  messaging  between the course and the golfer.  The handheld
     also  allows  the  golfer  the  luxury to gauge the  distance  of each shot
     through  the drive  button and  access to the 911  emergency  button  which
     allows the clubhouse to pin point the location of the  emergency  with in 1
     meter.

     Remote Asset Management System

     The Company's Remote Asset Management System ("RAMS") is a Windows-based PC
     system that utilizes real-time cart location data designed to assist course
     operators  in assessing  pace of play by hole and by round,  cart usage and
     course load. A component of the cart-based golf system,  RAMS operates from
     the computer based in a golf course's clubhouse.  An elapsed-time indicator
     advises both the golf course  clubhouse and the golfer on a group's pace of
     play. Additionally, the RAMS is capable of audio and text messaging between
     the cart and the course clubhouse.

     Mobile Asset Tracking

     The Company is developing  specialized utility  capabilities that add value
     to golf course operators. Turf equipment,  maintenance vehicles and general
     utility vehicles,  which represent  substantial capital investments of golf
     course  operators,  are  subject to  pilferage  and theft.  Management  and
     control of this  equipment  offers a present  day  challenge  to every golf
     course.  Development  of a lower cost  vehicle-tracking  unit combined with
     customized  vehicle use and tracking  reports  presents an  opportunity  to
     increase the attractiveness of the Company's GPS offerings.

     In addition to Mobile Asset Tracking,  the Company is developing Geographic
     Information Systems, which provide turf managers with detailed geographical
     maps of a golf  course to manage  the  maintenance  of each  feature on the
     course,  including  mowing  patterns,  pesticide  applications and watering
     rates.   Development  of  these  products  present  the  Company  with  the
     opportunity to either bundle this package as an additional  cost add-on for
     current customers or to make it available as a stand-alone  product for the
     marketplace.


                                       6
<PAGE>

     Benefits of GPS System

     Benefits to Golf Course Owners and Management
     ---------------------------------------------

     The  Company  believes  that a selection  of one of its  systems  will be a
valuable  tool  for  managing  a  golf  course.   The  system  pinpoints  course
bottlenecks in real time, and in theory should  significantly  increase revenues
through greater  operational  efficiencies and new revenue  sources.  The system
also  allows  course  administrators  to view and  analyze  data and  statistics
relating to the overall  course  operation  and  functionality.  In  particular,
management benefits from the following:

     o increased golf course revenue by increasing pace-of-play,

     o increased ability to sell food, beverage and pro shop items to golfers on
     the course,

     o potential advertising revenues through handset advertising,

     o  enhanced  ability  of course  marshals/rangers  to  monitor  and  manage
     pace-of-play in an impersonal and non-offensive manner,

     o greater golfer  satisfaction and playing  enjoyment which enhances golfer
     loyalty and attracts new golfers,

     o management's  ability to interact with all golfers on course,  whether in
     carts or walking,

     o  monitors  and  manages  tournament  play  and  leader  board,   attracts
     tournaments to course,

     o provides messaging capability to each user from the pro shop (a prompt to
     speed up play) or to alert all golfers about an impending storm and provide
     emergency response access, and

     o provides comprehensive custom prepared management reports.


     Benefits to Golfers
     -------------------

     The Company believes a GPS system will increase golfers' enjoyment of their
golf game by providing  them with  accurate  and real time data and  information
displayed by cart mounted  units or portable  handsets  attached to power carts,
hand carts or carry  bags.  The  handsets  provide  golfers  with  instant  data
relating  to ball  position  and golf  course  information,  which is  needed to
facilitate  "game and shot  management".  In  particular,  the Company  believes
golfers will benefit from the following  features:  o real time  information  to
100% of the golf course, o instant drive  measurements  from the tee, o distance
measurements to the flagstick,  hazards,  sand traps and land marks,  constantly
updated via DGPS  technology,  o detailed  LCD screen  layout of the entire golf
course,  each hole and each green including green contours,  o professional golf
tips for each hole and course,  o ability to order food,  beverages and pro-shop
supplies  while on the course,  o receipt of important  messages such as weather
and storm  advisories,  o emergency  response  access,  o detailed digital score
card,  o  ability  to  request  attendance  of  the  course  marshal/ranger,  or
notification of need for medical attention, o increased pace-of-play,  o instant
access to Professional  Golfers  Association  rules and local rules, o access to
tournament  information,  o  real  time  event  information,  and  o  access  to
promotions and advertisements.


                                       7

<PAGE>

Marketing & Sales

General Business Plan
---------------------
     The Company  targets  resort  courses,  high-end  public  courses,  private
courses and semi private  courses  located  throughout the United States and the
world. In addition,  the Company has attracted  individual  owners and companies
with  multi-course  portfolios such as American Golf  Corporation,  Family Golf,
Club Corporation, Crown Golf Properties, Club Link and Intrawest.

         Resort Courses
         According to the National Golf Foundation ("NGF"), golfers spend more
         than $24 billion annually on golf travel. The NGF also reported that
         resort-related golf course construction has climbed over the past five
         years from 1,142 to 1,354 courses, a compound annual growth rate of
         4.3%, more than twice the 2.1% growth rate for all other courses over
         the same period. In order to differentiate their leisure experience
         from competitors, resorts seek advanced technological innovations. The
         Company's GPS solutions target the resort courses' desire to maximize
         golfer satisfaction through an innovative and unique golfing
         experience. In addition to many resorts supporting year-round play,
         this segment is anticipated to become robust for advertising revenues.

         Public Golf Courses
         Public golf courses, owned by municipal governments, individuals or
         private ownership groups, are typically more receptive to revenue
         enhancement opportunities due to a variable and dispersed clientele and
         lower fee structures. Many such courses also accept advertising on
         course promotional material and scorecards. The Company targets the
         capital-sensitive public course segment by offering payment terms with
         a minimal capital outlay that emphasizes player volume efficiencies.
         Use of the system by golfers on public courses may be optional at the
         golfer's choice, or required by course management. In each case, the
         course owner can look to revenue enhancement from increased fees and
         advertising, as well as increased golfer volume due to an improved
         pace-of- play.

         Private Golf Courses
         Private golf courses focus on quality of service to members. Apart from
         visitor fees, revenue is largely derived from membership dues. The
         Company's GPS golf solutions enhance private course loyalty by
         increasing member golfer satisfaction.

         Semi-Private Courses
         Semi-private courses are owned by members but are open to the public
         with revenue subsidizing membership costs, or are owned privately but
         offer partial public playing privileges. The Company's GPS-based golf
         solutions emphasize the increased revenue flows from additional rounds
         of golf, increased food and beverage sales and from external
         advertising.


                                       8

<PAGE>

     The following  are some of the  Company's  key  marketing  and  promotional
programs targeted at the golf and wireless industry.

              In addition the Company is focusing on international opportunities
              by extending and improving its international network in Europe,
              Australia and Asia.

              The Company's five-year plan seeks to capitalize on the immediate
              demand of the golfing and wireless industry. The Company intends
              to sell licenses and distributorships internationally and to
              select regions within North America. A regular print and
              electronic mail program has been implemented to increase corporate
              and product awareness and includes golf course owners, golf course
              professionals, club managers and directors and appropriate
              associations.

         Brochures & Print Material
         The Company's corporate and product literature is updated regularly to
         reflect the Company's branding efforts. Brochure and print material are
         used as direct-mail pieces and as information handouts to potential
         customers and shareholders.

         Web Site
         The Company's corporate web sites, inforetech.com and proshot.com,
         serve as a portal providing information on the Company, management,
         products, marketing, sales, careers, technology, investor relations and
         all other divisions central to the Company's operations. The web sites
         also act as a promotional activity for product installations, which
         supports ongoing marketing efforts.

         Trade Shows
         As part of its marketing strategy, the Company attends the golf
         industry's major trade shows. The Company also attends annually the
         Orlando PGA trade show in February. The Company attends at least two
         Professional Golf Association trade shows annually and attends
         international and regional shows throughout North America to gain
         worldwide recognition.

         Trade Magazines
         The Company places advertisements and articles in strategic industry
         trade magazines to create awareness of the Company's products and
         competitive advantages. These ads emphasize the benefits of the
         Company's products to golfers and course owners. To date, the Company
         has appeared in many high profile magazines including Golf Digest, Golf
         Tips, Florida Golf News and Time Digital.

         Foundations and Associations
         The Company seeks representation in foundations and associations
         throughout North America, and on a selective basis worldwide. The
         Company currently holds premier status memberships with the National
         Golf Foundation, the National Golf Course Owners Association, Golf
         Course Superintendents Association and the Professional Golfers
         Association. These associations provide statistical industry data that
         helps generate accurate market intelligence.

         Strategic Marketing Alliances
         The Company expects to enter into strategic marketing alliances with
         well-established companies including golf course operators, equipment
         manufacturers and professional golfers. These strategic alliances will
         help increase the Company's brand awareness externally.


                                        9
<PAGE>

Marketing Strategy
------------------

     The Company's  advertising  and  promotional  strategy will focus on "brand
recognition" of its products and the ability of the Company to offer both a cart
and a portable solution. The Company believes branding is a strategic advantage,
and hopes to develop,  implement,  monitor and strictly  enforce  graphic design
specifications, including font, color and use of the brand.

     The Company's intended marketing activities include:

          o direct contact with golf course  decision  makers at trade shows and
          by personal contact, mail, advertising and telephone to inform them of
          our products,

          o  soft-sell  opportunities  such  as  speaking  at  industry  related
          conferences to establish and help solidify our position as a leader in
          the field, and

          o quality media coverage to promote greater awareness of our systems.

     The Company  currently  intends to  implement  these  activities  through a
     communications    program   consisting   of   the   following   traditional
     methodologies:

          o brochures and print material

          o web sites and web site promotion

          o trade shows

          o trade magazines

          o mail-outs

          o newsletters

          o foundations and associations

          o multi-media programs


Manufacturing Process

     The  Company  has  a  limited  in-house  manufacturing  capability  at  its
Vancouver,   British  Columbia  main  office,  however  has  full  manufacturing
capabilities at the Shortgrass  facility to produce the On Course  product.  The
Company's  manufacturing  operation consists primarily of testing sub-assemblies
and  components  purchased  from  third  parties,  system  configuration,  final
assembly  and  testing of  pre-production  units.  The  Company  also uses these
facilities  for  developing  the  manufacturing  process and  documentation  for
outsourcing to turnkey  suppliers.  The Company's future success will depend, in
significant part, on its ability to obtain turnkey high volume  manufacturing at
low costs.  The Company is  currently  dependent  on sole source  suppliers  for
certain key parts used in its product.  The Company  does not carry  significant
inventories  of these  parts  and at this time  does not have  long-term  supply
arrangements. The Company is also seeking manufacturing capabilities overseas by
a contract manufacturer.


                                       10
<PAGE>

Competition

     GPS based golf management  systems  installed in North America to date have
been  installed  predominately  at high end resort  courses  principally  by the
suppliers indicated below.


        Company                Founded          System           Mounting
        ------------------- ---------------- ---------------- ---------------

        ParView, Inc.           1994            ParView          Cart
        Sarasota, Florida
        ------------------- ---------------- ---------------- ---------------

        ProLink, Inc.            NA             ProLink          Cart
        Chandler, AZ
        ------------------- ---------------- ---------------- ----------------

        UpLink Corp.            1998            UpLink           Cart
        Austin, TX
        ------------------- ---------------- ---------------- ----------------

         The Company has thoroughly investigated each of these companies and
systems at several levels including:

          o using competitor systems at golf courses,

          o discussions with our Advisory Board,  golf course  professionals and
          golfers about the advantages or disadvantages of these systems,

          o  discussions  at golf trade shows with the  personnel of  competitor
          systems

          o and  visits to  competitor  offices to  discuss  and  review  system
          features with competitor management and technical personnel.


                                       11
<PAGE>

History of the Company.

     The Company was incorporated on December 12, 1995 as Diversified  Marketing
Services,  Inc.  ("DMS").  On February 2, 2000,  Inforetech Golf Technology 2000
Inc. ("Inforetech 2000") was recapitalized and acquired IWTI, an inactive Nevada
corporation which trades on the Over-The-Counter Bulletin Board.

     Pursuant  to the terms of a Share  Exchange  and  Finance  Agreement  ("SEF
Agreement")  dated  December  16, 1999  between  Inforetech  2000,  its founding
shareholders,  IWTI and Mercer  Capital  Corp.,  the  founding  shareholders  of
Inforetech 2000 agreed to exchange their shares of Inforetech 2000 for shares of
IWTI,  or shares  that were  convertible  into shares of IWTI.  Shareholders  of
Inforetech  2000 who were not founding  shareholders  also requested to exchange
their shares for IWTI under the SEF agreement.  All the share  exchanges were to
be done on a one-for-one basis.

     In connection  with the  transaction  the 6,156,000  previously  issued and
outstanding  common stock of IWTI were  converted  into Class A Common Shares of
IWTI. On the closing of the SEF Agreement on February 2, 2000, IWTI acquired all
of the issued and  outstanding  shares of Inforetech  2000 by issuing  7,095,750
Class B  common  shares  of IWTI  and  7,095,750  Class A  preferred  shares  of
Inforetech  Holdings Inc. to the founding  shareholders of Inforetech  2000, and
issuing 2,173,917 Class A common shares of IWTI to the non-founder  shareholders
of  Inforetech  2000.  As a result  of this  transaction,  the  stakeholders  in
Inforetech  2000  acquired  control  of IWTI and  retained  their  proportionate
interests  in  Inforetech  2000.  Inforetech  Holdings  Inc. is a wholly  owned,
Canadian incorporated, subsidiary of IWTI.

     Prior to the  consummation  of the acquisition and pursuant to the terms of
the SEF Agreement,  Mercer agreed to complete two private  placements to raise a
minimum of  $3,150,000.  During  January  2000,  Mercer  completed its duties to
deliver two private placements  totaling  $3,152,000.  On January 20, 2000, IWTI
completed  the sale of 375,000  Class A common shares of IWTI at $4.00 per share
to raise gross  proceeds of $1.5  million and 400,000  Class A common  shares of
IWTI at $4.13 to raise gross proceeds of $1,652,000.  From the gross proceeds of
$3,152,000,  $50,000  was paid as a  finder's  fee along  with the  issuance  of
100,000 Class A common shares of IWTI.

     Pursuant to the SEF  Agreement,  the terms of common stock  equivalents  of
Inforetech 2000 outstanding at February 2, 2000,  including options and warrants
to  purchase  common  stock of  Inforetech  2000 and its  convertible  loans and
promissory  notes,  have been modified to entitle holders to receive Class A and
Class B common stock in IWTI upon exercise or conversion,  on a basis consistent
with each instrument's original terms.

PATENTS

The Company has obtained certain patents and filed for further patents including
the following:

1.       Hand Held communicator U.S. Patent
2.       Charging base for Electronic Apparatus
3.       Recreational Facility Management System
4.       Right to use Player Positioning and Distance finding
         system (contracted thru agreement)
5.       Ruggedized Sports PDA with communications
         capabilities and accessories

The Company also has developed Proprietary Intellectual Property.

     The Company is seeking  further patent  protection for various  proprietary
aspects of its products and technologies.  However,  even if the Company were to
be granted all of the patent  protection  which it seeks,  no assurances  can be
given that Company  would be able to prevent  other  companies  from  developing
substantially similar products.  Furthermore, there can be no assurance that the
Company's  pending  patents will be awarded,  and litigation may be necessary to
protect the Company's  patents,  and there can be no assurance  that the Company
will have the  financial  resources  to pursue such  litigation.  In addition to
pursuing patent protection, the Company also relies on various trade secrets for
its unpatented proprietary  technology.  However, trade secrets are difficult to
protect,  and  there  can  be  no  assurances  that  other  companies  will  not
independently  develop  substantially  equivalent  proprietary  information  and
techniques or otherwise gain access to the Company's  trade  secrets.  While the
Company  has  a  policy  of  having  its  employees  and   consultants   execute
non-disclosure  agreements regarding confidential  information,  there can be no
assurance that these  agreements will be enforceable or will provide  meaningful
protection for the Company's trade secrets or other proprietary information.


                                       12
<PAGE>

ITEM 2.  PROPERTIES

     The  principal  executive  offices of the Company are located in Vancouver,
BC, Canada in an  approximately  8,000 square foot  facility.  The current lease
expires in 2004 and has one three-year renewal option. The Company believes that
its facilities are adequate to meet its current needs and that our future growth
can be accommodated by leasing additional or alternate space near to our current
facilities. Due to the cut backs and contract manufacturing there is no need for
further space and we will  consider the  possibility  of a further  reduction in
space and expand as required.


ITEM 3.  LEGAL PROCEEDINGS

     The Company is a defendant in a number of lawsuits principally arising from
vendor debt,  which in the  aggregate  are not  material.  Also the Company is a
defendant in a lawsuit  brought by a holder of a note in the amount of $295,000,
plus  expenses  and  interest.  The note arose due to the  Proshot  acquisition.
ProShot is also a defendant  in a number of  lawsuits.  ProShot  intends to file
Chapter 7 petition under the federal bankruptcy laws by May 31, 2002.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters  submitted to the  shareholders of the Company during
the fourth quarter of 2001.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Since  January 27, 2000,  the  Company's  Class A Stock has been listed for
trading  on the OTC  Electronic  Bulletin  Board  under the symbol  "WYRE."  The
trading market is limited and sporadic and should not be deemed to constitute an
"established trading market."

     The  following  table sets  forth the range of bid prices of the  Company's
common stock as quoted on the OTC  Electronic  Bulletin Board during the periods
indicated.  Such prices reflect prices between  dealers in securities and do not
include  any retail  markup,  markdown  or  commission  and may not  necessarily
represent actual  transactions.  The information set forth below was provided by
NASDAQ Trading & Market Services.

Year Ended December 31, 2001              High            Low
First Quarter                             1.75            0.22
Second Quarter                            0.46            0.20
Third Quarter                             0.33            0.06
Fourth Quarter                            0.10            0.03

Year Ended December 31, 2000              High            Low
First Quarter                             10.22           6.75
Second Quarter                             9.50           5.125
Third Quarter                              6.59           4.375
Fourth Quarter                             5.12           0.625

     As of March  30,  2002 the  number  of  security  holders  of record of the
Company's Class A Stock was approximately 3,500.

Dividend Policy

     The  Company  has never paid  dividends  on its  common  stock and does not
anticipate paying dividends on its common stock in the foreseeable future. It is
the present  policy of the Board of  Directors to retain all earnings to provide
for the future growth of the Company.  Earnings of the Company, if any, not paid
as  dividends  are  expected  to be retained  to finance  the  expansion  of the
Company's  business.  The payment of dividends on its common stock in the future
will  depend  on  the  results  of  operations,   financial  condition,  capital
expenditure  plans and other cash  obligations of the Company and will be at the
sole discretion of the Board of Directors.

                                       13
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Inforetech  has  developed  a stage of a  pace-of-play  information  system
(Inforemer),  for golf courses.  The  Company's  innovative  and  cost-effective
products provide wireless  communications  and global positioning system ("GPS")
solutions for mobile and fixed asset  management  applications.  The Company has
targeted  the golf market for the initial  product  launch of its cart mount and
hand-held Portable Recreational Devices (PRD). Inforetech has tested the product
in five installations through 15,000 rounds of play and is now taking orders.

     The Company is the only provider of GPS based golf  solutions to offer both
hand-held  and  cart-based  products.   The  Company's  hand-held  product,  the
Inforemer,  (developed by  Inforetech) is a  high-resolution  device that can be
carried or attached to a golf bag or power cart.  The Inforemer  display gives a
full  overview  of the course at each hole,  including  the  topography  of each
green,  distance  measurements to the pin, green-side bunkers and water hazards.
The system  also  allows  course  management  to monitor  the  current  and past
location of each player, enabling course management to control traffic, increase
the pace of play of  golfers  and  thereby  increase  golf  course  revenue.  In
addition,  the system  offers  clubhouse  management  the  ability to  instantly
communicate with players,  and through wireless  communications offer the golfer
merchandise or  refreshments.  The Company's cart mount systems include the same
functionality as the hand-held units but also include advanced  graphics,  color
displays and mobile asset  tracking  capabilities,  among other  features.  This
product is  currently  under a  agreement  with  Shortgrass  Technologies,  Inc.
("STI") for distribution outside the USA.

     The Company realized that it would take a greater amount of time to reach a
profit with the burdened  overhead.  Management has decided to reduce  operating
costs through the appointment of  distributors  and out sourcing the majority of
the  overhead  as well as  manufacturing.  The  Company's  focus  will be on the
European  markets through its distributor  network with additional  focus on the
resort type courses in the USA and Canada.

Acquisition of Proshot Golf,Inc.

     On November 7, 2000,  the Company  signed an agreement to purchase  ProShot
Golf,  Inc.  ["ProShot"].   On  January  12,  2001  [the  "Closing  Date"],  the
transaction  was  consummated  and the Company  acquired all of the  outstanding
capital stock of ProShot. In consideration, the shareholders of ProShot received
an aggregate of 4,500,000 shares of Class A Common Stock of the Company.  Out of
the  4,500,000  shares,  765,000  were placed in escrow in  connection  with the
indemnification  obligations  of ProShot  under the  acquisition  agreement.  In
addition, employees of ProShot received stock options of the Company in exchange
for vested and unvested stock options of ProShot.  ProShot was a manufacturer of
global positioning systems based distance measuring equipment for golf courses.

     On September 21, 2001, after receiving  notices of defaults from a group of
Inforetech  shareholders  [the  "Guarantors"],  who  guaranteed  certain debt of
ProShot  owed to  ProShot's  bank lender (the "Bank") the Company and one of its
directors signed an agreement with the Guarantors stating that the Company would
use its best efforts to assist in the foreclosure of ProShot assets by the Bank,
so that the Bank debt and  ultimately  the  obligation of the  Guarantors to the
Bank, in respect of their guarantee of ProShot's Bank debt, might be reduced.

                                       14
<PAGE>

The principal terms of the agreement were:

o    The Company would assist ProShot's Bank in foreclosing on ProShot's assets.
     Any proceeds from the foreclosure would go to reduce ProShot's debt to the
     Bank and hence the Guarantors obligation to the Bank.

o    The Guarantors may advance funds on their behalf and on behalf of the Bank
     for the specific purposes of protecting the value of ProShot's assets
     including funds to meet ProShot employee payroll. After August 31, 2001,
     the Company shall have no responsibility for advancing any further payroll
     and related expenses to ProShot or ProShot's employees.

o    Upon the consummation of the above requirements, the Guarantors agree to
     release the Company and one of its directors from certain financial
     obligations and to convert such obligations to stock in the Company. The
     obligations to be released and converted are the obligation of the Company
     to indemnify the Guarantors for any losses or payments under the loan
     agreement with the Bank up to $1,000,000 and the obligation of a Company
     director from his personal guarantee of one-sixth of the total of Letters
     of Credit outstanding in favor of The Associates and Trimble Navigation,
     Ltd. currently totaling $708,000. Upon such releases in the total amount of
     $1,118,000, the Company shall issue to the Guarantors, or their designees,
     11,180,000 shares of Common Stock. This term was subsequently amended in an
     October 16, 2001 agreement - see below.

o    The Guarantors agreed to use their best efforts to obtain from the Bank a
     release of ProShot from its obligations to the Bank upon the transfer of
     title of all of ProShot's assets to the Bank.

o    The Guarantors agreed to use their best efforts to cause any party
     acquiring the former assets of ProShot to issue a license to the Company
     for use of the GAT patent (a current asset of ProShot) during the life of
     the GAT patent, on terms and conditions no less favorable than any other
     party to which such a license is issued.

     On October 16, 2001,  the September 21, 2001 asset  transfer  agreement was
amended by a further  agreement  between the Guarantors,  the Company and one of
its directors. The principal terms of the amendment are:

o    On or before December 31, 2001, the Company was to pay to the Guarantors
     ProShot employee delinquent payroll taxes of $62,626 through August 31,
     2001, plus any interest and penalties yet to be calculated. Any ProShot
     sales or property taxes paid by the Company after the date of the agreement
     will go to reduce the total amount owed by the Company in respect of
     delinquent payroll taxes.

                                       15
<PAGE>

     The  terms  of  conversion  of  the  $1,000,000  portion  of  ProShot  debt
guaranteed  by the  Company and  $118,000  guaranteed  personally  by one of the
Company's  directors,  are amended such that the above terms  regarding  payroll
taxes must also be met before the  guarantees can be released and the conversion
of the  Guarantee  amount to Company  stock  shall now be at 80% of the five day
average  closing  price  for the five  days  immediately  preceding  the date of
release. The company intends to convert the $1,118,000 if and when it is able to
pay off the  payroll  taxes.  This  conversion  could  significantly  dilute the
existing ownership of the Company.

     On October 16, 2001, the Company signed a Collateral  Management  Agreement
and a Conditional Release Agreement with the Bank and ProShot Investors,  LLC, a
company  established by the Guarantors.  The purpose of these  agreements was to
allow ProShot  Investors,  LLC to manage all of ProShot's assets until such time
as the Bank  foreclosed  on such  assets.  Under  the  terms of the  Conditional
Release  Agreement,  upon completion of the Bank foreclosure,  and provided that
the Guarantors  deliver an amount of funds,  not specified in the agreement,  to
the Bank to support  their  guarantee  of the Bank debt,  the Bank will  release
ProShot from all obligations secured by these assets.

     On October 31,  2001,  the Bank  exercised  its right to  foreclose  on and
dispose of all of ProShot's assets [the "Foreclosed  Assets"] with the exception
of two golf course lease receivables and related equipment,  which were assigned
to Charles Aalfs [the "Aalfs  Leases"],  a creditor of ProShot,  in a Collateral
Assignment  dated  January 20, 1998.  Both golf courses are  delinquent in their
payments under these leases and ProShot is delinquent in its payments to Charles
Aalfs under the Collateral Assignment.  Charles Aalfs has commenced legal action
against ProShot so that any future  payments,  under the Aalfs Leases,  might be
paid directly to him. The Company will no longer be defending  this action.  The
carrying  value of the  Aalfs  Leases  was  fully  written  off on that date and
recorded  has  an  administration  expense  on  that  date  as a  result  of the
foreclosure and the legal action brought by Charles Aalfs.

     On October 31, 2001, the Foreclosed  Assets were purchased from the Bank by
ProShot  Investors,  LLC. The purchase was completed by the delivery of $450,000
to the Bank by the  Guarantors,  which also  served to support  the  Guarantors'
obligation for the full amount of the Bank's loan to ProShot.  Since, the Bank's
conditions under the Conditional  Release Agreement have now been met. ProShot's
debt under the Business Loan  Agreement  unconditionally  became the debt of the
Guarantors.  The Guarantors  paid off the remainder of the Bank loan on November
2, 2001. On November 7, 2001, the Bank provided a letter to ProShot stating that
it's  obligation  under  the  $4.5m  line of  credit  had  been  unconditionally
released.

                                       16
<PAGE>

     At the time of the ProShot  acquisition  the Company placed 960,000 Class A
Common Shares of Inforetech Wireless  Technology in escrow.  These escrow shares
were to be released to the Guarantors, over a period of time, should the Company
not be able to fully  release the  Guarantors  from their  guarantees of various
ProShot  debts,  including the $4,000,000  Bank line of credit,  in place at the
time of acquisition.  As a result of the foreclosure these escrow shares are now
to be released to the Guarantors in full.

     The Company terminated all of ProShot's  employees on October 15, 2001. One
of these  employees  had an  employment  contract  which  included six months of
severance  pay. The estimated cost of severance for this employee is $40,000 and
has been accrued as at December 31, 2001.

     The  Company  intends  to  file  a  petition  under  Chapter  7,  of the US
Bankruptcy Code with respect to ProShot.

     As  shown in the  accompanying  financial  statements,  the  Company  has a
history of losses with an  accumulated  deficit of  $28,685,990  at December 31,
2001 and, as of that date, a working  capital  deficiency of  $9,257,154.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern.  The Company's  continuation as a going concern is dependent upon
its ability to ultimately attain profitable operations, generate sufficient cash
flow  to  meet  its  obligations,  and  obtain  additional  financing  as may be
required.

     Subject to  obtaining  adequate  working  capital  the  Company  intends to
establish  worldwide  industry  leadership in wireless GPS-based golf technology
and leverage this market position into other recreational market segments,  such
as hiking and skiing.  Within the golf segment,  the Company intends to build on
its industry leading position by: (i) offering reliable,  high quality GPS-based
wireless  solutions;  (ii)  competitively  pricing  its  wireless  solutions  by
offering  economic  and  tax  friendly   customized  leasing  solutions;   (iii)
leveraging  its  strategic and  technological  relationships;  (iv)  selectively
acquiring  providers of GPS-based  products and services to expand its installed
base and product offering; and (vii) building brand awareness.

     The Company will have product to market  throughout  the European and Asian
and also in North  American  markets in 2002,  as the Company  has  successfully
tested the product with 15,000 played rounds.

     Prior  to  entering  the  European  market,  it was in the  company's  best
interest to hire an  International  President,  therefore  the Company and Colin
Surman have agreed to an employment  contract.  With the  experience  Mr. Surman
brings to the Company in the European and Asian market place,  we feel confident
that the Company will lead the way to product introduction in mid 2002.

     The Company also realized it would be best to have the hand held  Inforemer
and a cart mount device prior to market entry.  After the research was complete,
Inforetech  Wireless  Technology  signed a Purchasing  Contract with  Shortgrass
Technologies  Inc. for world marketing rights  excluding the United States.  The
Company  realized that  Shortgrass had the best stationary cart mount product in
the  industry  and we are proud to  distribute  this  product as the "On Course"
system along with the hand held  Inforemer as this will make us the only Company
in the world with both Hand Held and Stationary Cart Mount products.


                                       17
<PAGE>

Results of Operations:

Year ended December 31, 2001 compared with year ended December 31, 2000

Revenue and cost of goods sold

     During the year ended  December 31, 2001 all revenue and cost of goods sold
was from the  operations  of  ProShot.  During  the  fourth  quarter of 2001 all
operations related to ProShot have been reclassified to discontinued operations.

Administration

     Administration  expenses  decreased by $83,752 from $2,201,317 for the year
ended  December  31, 2000 to  $2,117,565  for the year ended  December 31, 2001.
Administration   expenses  consist  of  legal,  audit,  investor  relations  and
consulting fees as well as salaries and employee related costs.

Depreciation and amortization

     Depreciation  and  amortization  increased  by 25% from $68,453 to $85,730.
This increase is  attributable  to increase in the property and equipment  asset
base.

Sales and marketing

     Sales and  marketing  expenses  decreased by $85,650 from  $596,060 for the
year ended  December 31, 2000 to $510,410 for the year ended  December 31, 2001.
This decrease is attributable  to the reduction of marketing  expenses since the
discontinuance of ProShot's operations in the fourth quarter of 2001.

Research and Development

     Research and  development  decrease by 85% for the year ended  December 31,
2001 as opposed to the year ended December 31, 2000. This $2,720,413 decrease is
attributable to the fact that the Company's  product reached its final stages of
development during 2001 and is ready for distribution to the marketplace.

Finance Costs

     The  increase in finance  costs of $480,413  from  $1,447,920  for the year
ended  December 31, 2000 to $1,928,333  for the year ended December 31, 2001, is
due to the  increase  in  finders  fees and other  expenses  incurred  to obtain
additional  financing  for the  Company.  Most of these  expenses  relate to the
non-cash cost of the beneficial  conversion features with three of the loans and
the  non-cash  cost of issuing  stock and warrants in  connection  with the debt
financing.

Interest expense

     Interest expense increased by 129% from $97,732 for the year ended December
31, 2000 to $224,183 for 2001. This $126,451  increase is related to the accrued
interest on additional financing received by the Company during 2001.

Loss from discontinued operations

     In the fourth quarter of 2001 the Company discontinued all operation of its
subsidiary  ProShot,  therefore  all  operations  related to  ProShot  have been
reclassified to discontinued  operations.  The loss from discontinued operations
was $9,680,675 for the year ended December 31, 2001.

Extraordinary Loss on Extinguishment of Debt

     In October 2001,  the Company  settled  $363,055 of accounts  payables with
various vendors by issuing  1,800,102 shares of the Company's common stock which
was valued at $70,204 at the date of issuance,  therefore  $292,851 was recorded
as a gain on extinguishment of debt. In 2000, pursuant to the terms of the Share
Exchange and Finance Agreement dated December 16, 1999, the Company committed to
issuing  960,332  Class A common  shares in settlement of notes in the amount of
$350,000.  In connection with the early  extinguishment of this debt the Company
has recorded an extraordinary  loss of $427,869 based on the difference  between
the fair value of the common  shares  issued and the carrying  value of the debt
settled.


                                       18
<PAGE>

 Liquidity And Capital Resources

     At  December  31, 2001 the Company had  significant  debt  liabilities.  At
December  31,  2001 the  working  capital  deficit  was  $9,257,155  compared to
$3,379,545 at December 31, 2000.

     Operating  activities  used cash of $1,562,523  and $4,436,703 for the year
ended December 31, 2001 and December 31, 2000 respectively. The decrease in cash
usage was principally  attributable to, the asset impairment  related to ProShot
of  $10,317,457,   a  $3,506,465   increase  in  accounts  payable  and  accrued
liabilities,  offset  by  gain  on  extinguishment  of  debt  for  ($4,113,921),
reclassification   of  certain   liabilities  to   discontinued   operations  of
($1,118,000) and net loss from operations of ($15,231,570).

     Investing  activities  provided  $1,524 during the year ended  December 31,
2001 as opposed to consuming ($171,290) for the year ended December 31, 2000.

     Financing for the year ended December 31, 2001 provided cash of $754,388 as
opposed  to  $4,608,523  in  2000.  In  2001  the  Company  raised  a  total  of
approximately   $2,500,000,   consisting  of  $1,185,000  through  a  loan  from
Diversified investors which is currently in default,  $100,000 from the issuance
of  common  stock,  $50,000  for  the  issuance  of two  convertible  loans  and
$1,200,000 of loans from bank  indebtedness.  In 2000 the Company raised a total
of $4,202,000 of equity, $3,102,000 through a private placement of common stock,
$1,000,000  through a second  private  placement of common stock and $100,000 of
common  stock from the  exercise  of an option.  The Company  raised  $2,100,000
through  three  separate  loan  transactions.  The  first  involved  the sale of
$1,000,000 in principal  amount of Series A 8%  convertible  Notes due August 4,
2003 and  warrants to purchase up to 100,000  shares of Class A common  stock to
Augustine Funds,  L.P. The notes are convertible (plus related interest expense)
into Class A common  stock at the lessor of (i) $5.25 or (ii) 75% of the average
closing bid price of the Company's  common shares for the five days  immediately
preceding  the  conversion  date.  The second  transaction  involved the sale of
$1,000,000 in principal  amount of 8%  Convertible  Debenture due August 4, 2005
and warrants to purchase up to 100,000 shares of Class A common stock Shaar Fund
Ltd. The debenture is convertible  (plus related interest  expense) into Class A
common stock at the lessor of (i) $5.25 or (ii) 75% of the average of the lowest
three closing bid prices of the  Company's  common shares during the ten trading
days immediately  preceding the conversion date. The third involved a short-term
loan of $100,000. From the above proceeds the company repaid loans of $1,500,000
and promissory notes of $ 188,687.


                                       19
<PAGE>

Management's near term financing plans include:

     o Actively seeking,  and negotiating with, potential joint venture partners
     in the Far East and Europe.

     o Negotiations with various intermediaries in respect of the refinancing of
     equipment  leases held by third  parties,  and, the  introduction  of a new
     leasing program for the Company's products.

     o The pursuit of  opportunities  for a private equity  offering and/or debt
     financing.

The outcome of these efforts cannot be assured. The Company survival will depend
on its  ability  to raise  funds by way of debt or  equity  and its  ability  to
restructure present liabilities.  The Company may be required to seek protection
under  bankruptcy laws or suspend certain parts of its operation if it is unable
to raise sufficient capital.

     The Company has  historically  relied upon sales of its common stock,  debt
instruments  and loans from its  founder to finance  research  and  development,
marketing and  operations.  As of December  31,2001 and the date of this report,
the Company had a working  capital  deficit.  In view of the  Company's  limited
amount  of cash  and  cash  equivalents  and  its  utilization  of cash  for its
operations,  the Company  will only be able  continue  operations  for a limited
period  of  time.   Accordingly,   additional  financing  will  be  required  to
commercialize  the Inforemer  product and working capital to gear up production,
of that product and the three products in the ProShot  product line. The Company
continues to pursue  opportunities  for a private  equity  offering  and/or debt
financing.  There can be no assurances  that any additional  financing will take
place or, if so the terms thereof.  To the extent of any shortfall in financing,
the  Company's  product  development  and  commercialization  programs  will  be
delayed,  curtailed or prevented,  and the Company may be required to suspend or
substantially  modify  its  operations  and  seek  protection  under  applicable
bankruptcy laws.

Cautionary   Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities Litigation Act of 1995:

     This Annual  Report on Form 10-KSB  contains  "forward-looking"  statements
within  the  meaning  of the  Federal  securities  laws.  These  forward-looking
statements   include,   among  others,   statements   concerning  the  Company's
expectations  regarding  sales trends,  gross and net operating  margin  trends,
political and economic  matters,  the availability of equity capital to fund the
Company's capital requirements,  and other statements of expectations,  beliefs,
future  plans  and  strategies,   anticipated  events  or  trends,  and  similar
expressions  concerning  matters  that are not  historical  facts.  Although the
Company  believes that the assumptions on which  forward-looking  statements are
based  are  reasonable,  and  the  forward-looking  statements  are  within  the
definition  of  the  Private  Securities  Litigation  Reform  Act of  1995,  the
forward-looking  statements  in this Annual Report on Form 10-KSB are subject to
risks and  uncertainties  that could cause actual  results to differ  materially
from those results expressed in or implied by the statements contained herein.

                                       20
<PAGE>



ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Filed herewith are the following financial statements:


                     INFORETECH WIRELESS TECHNOLOGIES, INC.
                              FINANCIAL STATEMENTS



                                      INDEX
                                                                 Page Number
                                                             -------------------
INDEPENDENT AUDITORS' REPORT                                         F - 1

CONSOLIDATED FINANCIAL STATEMENTS:

       Balance Sheet                                                 F - 2

       Statements of Operations                                      F - 3

       Statements of Stockholders' Equity                            F - 4

       Statements of Cash Flows                                      F - 5(a)(b)

       Notes to Financial Statements                            F - 6 to F - 28



<PAGE>

                         REPORT OF INDEPENDENT AUDITORS




The Board of Directors and Stockholders
Inforetech Wireless Technology, Inc. and Subsidiaries


We have  audited  the  accompanying  consolidated  balance  sheet of  Inforetech
Wireless Technology,  Inc. as of December 31, 2001, and the related consolidated
statements  of  operations,  stockholders'  deficit and cash flows for the years
ended  December  31,  2001  and  2000.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Inforetech Wireless
Technology,  Inc. at December 31, 2001 and the results of its operations and its
cash flows for the years ended  December  31, 2001 and 2000 in  conformity  with
accounting principles generally accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company  will  continue as a going  concern.  The Company has  incurred
significant  losses and has a working capital deficiency as more fully described
in Note 2. The Company  anticipates that additional funding will be necessary to
sustain the  Company's  operations  through the fiscal year ending  December 31,
2002. These conditions raise  substantial  doubt about the Company's  ability to
continue as a going concern.  Management's  plans in regard to these matters are
also described in Note 2. The consolidated  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                            /s/Feldman Sherb & Co., P.C.
                                               Feldman Sherb & Co., P.C.
                                               Certified Public Accountants

May 10, 2002
New York, New York


                                       F-1



<PAGE>

              INFORETECH WIRELESS TECHNOLOGY, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2001




                                     ASSETS

 Currents assets:
 Cash                                                            $          113
 Inventories                                                             99,048
 Prepaid expenses and other current asets                                39,807
                                                                   -------------
           Total current assets                                         138,968

 Deferred financing costs                                               370,182

 Property and equipment, net                                            175,437
                                                                   -------------
                                                                 $      684,587
                                                                   =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

 Currents liabilities:
 Loan payable in default                                         $    1,185,000
 Accounts payable and accrued liabilities                             3,195,388
 Guarantee of debt of discontinued operations                         1,118,000
 Current portion of lease obligations under capital leases                6,060
 Promissory notes                                                     1,569,757
 Convertible loans                                                       50,000
 Convertible loans - related parties                                    260,121
 Loans payable - related parties                                        699,547
 Liabilities of discontinued operations                               1,312,250
                                                                   -------------
          Total current liabilities                                   9,396,123


 Long term obligations under capital leases                              16,302
 Convertible note                                                       462,751
 Convertible debenture                                                  705,078
                                                                   -------------
                                                                     10,580,254
                                                                   -------------

 Stockholders' deficit:
 Class A common stock, $.001 par value, 100,000,000 authorized
 39,249,152 issued and outstanding                                       39,249
 Class B common stock, $.001 par value, 10,000,000 authorized
 100,000 issued and outstanding                                             100
 Accumulated other comprehensive income                                 806,194
 Additional paid-in capital                                          17,944,780
 Accumulated deficit                                                (28,685,990)
                                                                   -------------
      Total stockholders' deficit                                    (9,895,667)
                                                                   -------------
                                                                 $      684,587
                                                                   =============




                 See notes to consolidated financial statements

                                       F-2
<PAGE>

               INFORETECH WIRELESS TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                         For the Years Ended
                                                             December 31,
                                                   -----------------------------
                                                       2001              2000
                                                   --------------    -----------


 OPERATING EXPENSES:
 Administration                                 $      2,117,565  $   2,201,317
 Depreciation and amortization                            85,730         68,453
 Sales and marketing                                     510,410        596,060
 Research and development                                494,084      3,214,497
                                                   --------------    -----------
                                                       3,207,789      6,080,327
                                                   --------------    -----------

 Loss before other income (expense)                   (3,207,789)    (6,080,327)
                                                   --------------    -----------

 Other income (expenses):
 Finance costs                                        (1,928,333)    (1,447,920)
 Interest expense                                       (224,183)       (97,732)
 Loss on foreign exchange                               (483,441)             -
 Interest income                                               -         14,656
                                                   --------------    -----------
 Total other income (expenses)                        (2,635,957)    (1,530,996)
                                                   --------------    -----------

 Loss from continuing operations                      (5,843,746)    (7,611,323)
                                                   --------------    -----------

 Discontinued operations:
      Loss from discontinued operations               (9,680,675)             -
                                                   --------------    -----------

 Loss before extraordinary items                     (15,524,421)    (7,611,323)

 Gain (loss) on extinguishment of debt                   292,851       (427,869)
                                                   --------------   ------------
 Net loss                                       $    (15,231,570) $  (8,039,192)
                                                   ==============   ============

 Loss per common share - basic and diluted
 Continuing                                     $          (0.25) $       (0.74)
 Discontinued                                              (0.41)             -
 Extraordinary                                              0.01          (0.04)
                                                   --------------    -----------
                                                $          (0.65) $       (0.78)
                                                   ==============    ===========

 Weighted average number of common
 shares outstanding - Basic and diluted               23,355,677     10,258,224
                                                   ==============    ===========





                 See notes to consolidated financial statements

                                       F-3
<PAGE>
              INFORETECH WIRELESS TECHNOLOGY, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT



<TABLE>
<CAPTION>
                                               Class A               Class B
                                            Common stock          Common stock
                                      ---------------------- --------------------- Additional   Other                     Total
                                        Number                  Number              Paid-In  Comprehensive Accumulated Stockholders'
                                       of shares    Amount    of shares     Amount   Capital    Income      Deficit      Deficit
                                      ----------- ---------- -----------  -------- --------- ------------- ----------- -------------

<S>               <C>                  <C>       <C>        <C>         <C>       <C>         <C>         <C>          <C>
 Balance, January 1, 2000              2,173,917 $  2,175   7,195,750   $   7,196 $ 1,949,131 $     -     $(5,415,229) $ (3,456,727)

 Common stock issued for debt          1,122,832    1,122        -            -     1,001,650       -            -        1,002,772
 Common stock issued for cash            222,223      222        -            -       999,778       -            -        1,000,000
 Common stock issued for services        261,333      261        -            -          -          -            -              261
 Common stock issued for acquisition   6,156,000    6,156        -            -       (49,309)      -            -          (43,153)
 Common stock for cash
  in reverse acquisition                 875,000      875        -            -     3,101,125       -            -        3,102,000
 Stock based compensation                   -        -           -            -       342,035       -            -          342,035
 Conversion of Class B shares
  to Class A shares                      193,720      194    (193,720)       (194)       -          -            -             -
 Common stock issued for
  related party loan                     193,720      194        -            -       193,526       -            -          193,720
 Exercise of stock options               100,000      100        -            -        99,900       -            -          100,000
 Beneficial conversion feature              -        -           -            -       271,333       -            -          271,333
 Detachable warrant and beneficial
  conversion on convertible note            -        -           -            -     1,000,000       -            -        1,000,000
 Detachable warrant and beneficial
  conversion on convertible debenture       -        -           -            -     1,000,000       -            -        1,000,000
 Warrants issued as finders fee             -        -           -            -        16,300       -            -           16,300
 Detachable options issued with note        -        -           -            -        79,836       -            -           79,836
 Net loss                                   -        -           -            -          -          -      (8,039,192)   (8,039,192)
                                      ----------- ---------- -----------  -------- ------------ ---------- -----------  ------------

 Balance, December 31, 2000            11,298,745  11,299   7,002,030       7,002  10,005,305       -     (13,454,421)   (3,430,815)

 Acquisition of ProShot Golf Inc.       4,500,000   4,500        -            -     4,495,500       -            -        4,500,000
 Stock options issued upon
  acquisition of ProShot Golf Inc.           -       -           -            -       275,000       -            -          275,000
 Stock options issued for services           -       -           -            -        46,371       -            -           46,371
 Share purchase warrants issued              -       -           -            -     1,322,500       -            -        1,322,500
 Common stock issued for debt             219,326     219        -            -        53,167       -            -           53,386
 Conversion of Class B shares
  to Class A shares                     6,902,030   6,902  (6,902,030)     (6,902)       -          -            -             -
 Common stock issued for services       7,176,148   7,176        -            -       538,731       -            -          545,907
 Common stock issued to service
  debt guarantee                          300,000     300        -            -        92,700       -            -           93,000
 Common stock issued for debt           1,185,047   1,185        -            -       437,282       -            -          438,467
 Common stock issued upon
  conversion of debt                    1,638,921   1,639        -            -       204,369       -            -          206,008
 Common stock issued for cash              80,000      80        -            -        99,920       -            -          100,000
 Common stock issued as
  finder's fee on convertible debt         20,000      20        -            -       124,980       -            -          125,000
 Common stock issued for
  accounts payable                      1,947,771   1,948        -            -         79,338      -            -           81,286
 Conversion of convertible notes        2,481,164   2,481        -            -         96,117      -            -           98,598
 Common stock issued as finders fee     1,500,000   1,500        -            -         73,500      -            -           75,000

 COMPREHENSIVE LOSS:
 Net loss                                    -       -           -            -           -         -     (15,231,570)  (15,231,570)
 Foreign currency translation
  gain net of taxes of $0                    -       -           -            -           -         806,194      -          806,194
                                                                                                                        ------------
 TOTAL COMPREHENSIVE LOSS                                                                                               (14,425,376)
                                                                                                                        ------------
                                       ---------- -------  -----------  ---------- -----------   -------  ------------- ------------
 Balance, December 31, 2001            39,249,152 $39,249     100,000  $      100  $17,944,780  $806,194 $ (28,685,991)$ (9,895,667)
                                       ========== =======  ===========  ========== ===========   =======  ============= ============


</TABLE>




                 See notes to consolidated financial statements

                                       F-4
<PAGE>

          INFORETECH WIRELESS TECHNOLOGY, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        For the Years Ended
                                                             December 31,
                                                     ---------------------------
                                                          2001         2000
                                                     -------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss from operations                           $ (15,231,570) $ (8,039,192)
                                                     -------------  ------------
 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation and amortization                        1,696,063        68,453
   Net liabilities from
    discontinued operations                            (1,312,250)           -
   Guarantee of debt of
    discontinued operations                            (1,118,000)           -
   Asset impairment                                    10,317,457            -
   Gain on extinguishment of debt                      (4,113,921)           -
   Loss on removal of course equipment                     45,315            -
   Loss on disposal of furniture and equipment             47,271            -
   Expenses paid by issuance of stock                     115,500            -
   Stock based compensation                               521,376       342,035
   Accretion of benefit related to
    convertible debt                                      309,425     1,325,544
   Accretion of finance costs related to
    warrants and options                                  749,406       173,566
   Amortization of finance costs                          171,268         9,203
   Bad debt expense                                       343,945            -
   Common stock issued in consideration
    of debt financing                                     238,600            -
   Extraordinary loss on settlement of debt               201,458       427,869

  Changes in operating assets and liabilities:
   Accounts receivable                                     38,822        17,030
   Investment in leases                                 1,348,631           -
   Prepaid expenses and deposits                          110,413        77,340
   Inventory                                              331,744       (44,998)
   Deposits                                               (27,473)           -
   Other assets                                            34,130            -
   Accounts payable and accrued liabilities             3,506,465     1,206,447
   Other long-term liabilities                            113,402            -
                                                        ----------  ------------
NET CASH USED IN OPERATING ACTIVITIES                  (1,562,523)   (4,436,703)
                                                        ----------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                       (66,902)     (134,626)
 Purchase of course equipment                            (121,069)           -
 Proceeds from disposal of
  furniture and equipment                                     643            -
 Costs of acquisition of
  ProShot Golf, Inc.                                      (48,000)      (36,664)
 Cash acquired upon the acquisition
  of ProShot Golf, Inc.                                   272,237            -
 Restricted cash                                          (35,385)           -
                                                         ---------  ------------
NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                                       1,524      (171,290)
                                                        ----------  ------------

CASH FLOWS FROM FINANCING ACTIVTIES:
 Common stock issued for cash                             100,000     4,202,000
 Share purchase warrants issued for cash                   45,000            -
 Principal payments under capital lease obligations        (6,024)       (3,486)
 Payments on lease contract obligations                (2,203,520)           -
 Borrowings on lease contract obligations                 549,464            -
 Loan proceeds                                          1,185,000     2,100,000
 Finder's fee                                             (47,400)      (75,000)
 Loan repayments                                         (100,000)   (1,500,000)
 Borrowings under bank indebtedness                     1,231,868        73,696
 Borrowing on repayment of promissory notes                  -         (188,687)
                                                         ---------  ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       754,388     4,608,523
                                                        ----------  ------------
EFFECT OF EXCHANGE RATE ON CASH                           806,194            -

NET INCREASE (DECREASE) IN CASH                              (417)          530

CASH - BEGINNING OF YEAR                                      530            -
                                                        ----------  ------------
CASH  -END OF YEAR                                  $         113  $      530
                                                        ==========  ============


                 See notes to consolidated financial statements

                                     F-5(a)

<PAGE>

NON-CASH FINANCING AND INVESTING ACTIVITIES:
   Common stock issued on
    conversion of convertible notes                 $     304,606  $    418,623
                                                        =========   ============
   Common stock issued to settle debt               $     491,854  $    777,869
                                                        =========   ============
   Common stock issued for services                 $     258,511  $         -
                                                        =========   ============
   Warrants issued for services                     $      52,500  $         -
                                                        =========   ============
   Beneficial conversion features                   $     309,425  $  1,325,544
                                                        =========   ============
   Warrants issued in consideration
    of debt financing                               $     712,300  $    238,326
                                                        =========   ============
   Extraordinary loss on extinguishment
    of debt                                         $          -   $    427,869
                                                        =========   ============
   Stock options issued in consideration
    of debt financing                               $      14,250  $         -
                                                        =========   ============
   Common stock issued upon purchase
    of ProShot Golf, Inc.                           $   4,500,000  $         -
                                                        =========   ============
   Common stock issued in consideration
    of debt financing                               $     238,600  $         -
                                                        =========   ============
   Stock options issued upon purchase
    of ProShot Golf, Inc.                           $     275,000  $         -
                                                        =========   ============
   Common stock issued in settlement
    of accounts payable                             $     179,044  $         -
                                                         ========   ============






                 See notes to consolidated financial statements

                                     F-5(b)

<PAGE>

              INFORETECH WIRELESS TECHNOLOGY INC. AND SUBSIDIARIES

                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS

                 For the years ended December 31, 2001 and 2000


1. NATURE OF OPERATIONS

Inforetech Wireless Technology, Inc., a Nevada corporation, and its wholly-owned
subsidiary,  InForetech Golf Technology 2000, Inc.  (collectively the "Company")
are  involved in the  development  of golf  course  management  technology.  The
Company is in the process of developing a hand-held Global Positioning Satellite
("GPS") technology and has not yet determined the ultimate economic viability of
the technology.  Commercial  operations have not yet commenced.  At December 31,
2001, the Company had substantially all of its assets and operations in Canada.

The Company acquired ProShot Golf Inc.  ("ProShot") on January 12, 2001. ProShot
is a California based company that manufactures,  markets,  leases, and installs
an  integrated  GPS system that  provides  golfers  with  yardage  readings  and
potential  shot  options  from any  location on a golf  course.  The ProShot GPS
system is installed directly on golf carts.

Reverse acquisition of InForetech Golf Technology 2000 Inc.

These consolidated  financial statements are the continuing financial statements
of  InForetech  Golf  Technology  2000  Inc.   ("InForetech  2000"),  a  company
incorporated in the province of British  Columbia,  Canada. On February 2, 2000,
InForetech 2000 was recapitalized and acquired by Inforetech Wireless Technology
Inc. ("IWTI") (formerly Diversified Marketing Services Inc., "Diversified"),  an
inactive Nevada corporation which trades on the Over-The-Counter Bulletin Board.

Pursuant  to  the  terms  of  a  Share  Exchange  and  Finance  Agreement  ("SEF
Agreement")  dated  December  16, 1999  between  InForetech  2000,  its founding
shareholders,  IWTI and Mercer  Capital  Corp.,  the  founding  shareholders  of
Inforetech 2000 agreed to exchange their shares of InForetech 2000 for shares of
IWTI,  or shares  that were  convertible  into shares of IWTI.  Shareholders  of
InForetech  2000 who were not founding  shareholders  also requested to exchange
their shares for IWTI under the SEF agreement.  All the share  exchanges were to
be done on a one-for-one basis.

In  connection  with  the  transaction  the  6,156,000   previously  issued  and
outstanding  common stock of IWTI were  converted  into Class A Common Shares of
IWTI. On the closing of the SEF Agreement on February 2, 2000, IWTI acquired all
of the issued and  outstanding  shares of InForetech  2000 by issuing  7,095,750
Class B  common  shares  of IWTI  and  7,095,750  Class A  preferred  shares  of
Inforetech  Holdings Inc. to the founding  shareholders of Inforetech  2000, and
issuing 2,173,917 Class A common shares of IWTI to the non-founder  shareholders
of  InForetech  2000.  As a result  of this  transaction,  the  shareholders  in
InForetech  2000  acquired  control  of IWTI and  retained  their  proportionate
interests  in  InForetech  2000.  Inforetech  Holdings  Inc. is a wholly  owned,
Canadian incorporated, subsidiary of IWTI.

                                      F-6
<PAGE>


Prior to the  consummation  of the  acquisition and pursuant to the terms of the
SEF  Agreement,  Mercer  agreed to complete  two private  placements  to raise a
minimum of  $3,150,000.  During  January  2000,  Mercer  completed its duties by
delivering two private placements totaling $3,152,000. On January 20, 2000, IWTI
completed  the sale of 375,000  Class A common shares of IWTI at $4.00 per share
to raise gross  proceeds of $1.5  million and 400,000  Class A common  shares of
IWTI at $4.13 to raise gross proceeds of $1,652,000.  From the gross proceeds of
$3,152,000,  $50,000  was paid as a  finder's  fee along  with the  issuance  of
100,000 Class A common shares of IWTI.

This   transaction  is  considered  an  acquisition  of  IWTI  (the   accounting
subsidiary/legal   parent)  by  InForetech  2000  (the  accounting  parent/legal
subsidiary)  and has been  accounted for as a purchase of the net assets of IWTI
by InForetech  Golf.  Inforetech's  assets and  liabilities  are included in the
consolidated   financial   statements  at  their  historical  carrying  amounts.
Operating  results are those of Inforetech  2000. At February 2, 2000,  IWTI had
net assets of $3,102,000  comprising the cash raised in the private  placements,
net of issue costs. IWTI had no other assets or liabilities at February 2, 2000.
For purposes of this acquisition,  the fair value of the net assets of IWTI have
been  ascribed to the  outstanding  common  stock of IWTI  deemed  issued in the
acquisition as follows:

                                                Number of
                                             Class A Shares       Amount

Original shareholders of IWTI                 6,156,000       $    (43,153)
Private placement, including finder's fee       875,000          3,102,000
                                                -------          ---------
                                              7,031,000         $3,058,847
                                              =========         ==========

The total  legal  expenses  related to the SEF  Agreement  of $43,153  have been
charged to  additional  paid in capital  as a cost of the  recapitalization  and
private placements.

Pursuant  to the SEF  Agreement,  the  terms  of  common  stock  equivalents  of
InForetech 2000 outstanding at February 2, 2000,  including options and warrants
to  purchase  common  stock of  InForetech  2000 and its  convertible  loans and
promissory  notes,  have been modified to entitle holders to receive Class A and
Class B common stock in IWTI upon exercise or conversion,  on a basis consistent
with each instrument's original terms.

                                       F-7

<PAGE>

Amalgamation of subsidiary companies

Effective June 30, 2000, the Company's subsidiaries,  InForetech Golf Technology
2000 Inc.,  InForetech Golf Technology,  Inc. and InForetech  Holdings Inc. were
amalgamated  into one company which  continues  under the name  InForetech  Golf
Technology  2000  Inc.  As a  result  of the  amalgamation,  all of the  Class A
preferred stock of Inforetech Holdings Inc. were cancelled for no consideration.

Acquisition of ProShot Golf, Inc.

On November 7, 2000, the Company  signed an agreement to purchase  ProShot Golf,
Inc. ["ProShot"].  On January 12, 2001 [the "Closing Date"], the transaction was
consummated  and the Company  acquired all of the  outstanding  capital stock of
ProShot. In consideration,  the shareholders of ProShot received an aggregate of
4,500,000 shares of Class A Common Stock of the Company. (See Note 4)

Transfer of ProShot Assets to Guarantors

On  September  21, 2001,  after  receiving  notices of defaults  from a group of
Inforetech  shareholders  [the  "Guarantors"]  in regard to a finance  agreement
dated April 24, 2001, and the Company being unable to cure those  defaults,  the
Company and one of its directors signed an agreement with the Guarantors stating
that the Company  would use its best  efforts to assist in the  foreclosure  of,
ProShot's  assets  by its  bank,  so that  the  Bank  debt  and  ultimately  the
obligation  of the  Guarantors,  to the Bank,  in respect of their  guarantee of
ProShot's Bank debt, might be reduced. (See Note 5)

Discontinuance of ProShot Operations

During the fourth  quarter of 2001, the Company  discontinued  all operations of
ProShot,  accordingly  all revenues,  expenses and  liabilities  associated with
ProShot  in  2001  has  been  classified  as  discontinued  in  these  financial
statements. (See Note 5)

Filing for Relief under Chapter 7 of the Bankruptcy Laws

In 2002 ProShot is planning to file a petition for relief under Chapter 7 of the
federal  bankruptcy laws of the United States  Bankruptcy  Court.  The financial
statements have not been adjusted to reflect any possible Chapter 7 filing.

                                      F-8
<PAGE>

2. GOING CONCERN

The  accompanying  financial  statements  have been prepared on a  going-concern
basis,  which  presumes  that the  Company  will be able to continue to meet its
obligations  and  realize  its  assets in the  normal  course of  business.  The
continuation  of the  Company's  research  and  development  activities  and the
commercialization  of the technology is dependent upon the Company's  ability to
successfully complete its research and development programs and finance its cash
requirements  through a  combination  of equity  financings  and  payments  from
potential strategic partners.

As shown in the accompanying financial statements,  the Company has a history of
losses with an  accumulated  deficit of $28,685,990 at December 31, 2001 and, as
of that date, a working capital deficiency of $9,257,155. These conditions raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The Company's  continuation  as a going concern is dependent upon its ability to
ultimately attain profitable  operations,  generate sufficient cash flow to meet
its obligations, and obtain additional financing as may be required.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These  financial  statements  have been  prepared in accordance  with  generally
accepted accounting principles in the United States. The significant  accounting
policies used in the  preparation of these  financial  statements are summarized
below.

     Consolidation

     These consolidated  financial statements include the accounts of Inforetech
     Wireless Technology, Inc. and its wholly-owned subsidiary,  InForetech Golf
     Technology 2000 Inc. All intercompany  balances and transactions  have been
     eliminated.

     Loss per share

     Basic loss per share is based on net loss divided by the  weighted  average
     common shares  outstanding or deemed to be  outstanding  during the period.
     Diluted loss per share assumes  exercise of in-the-money  stock options and
     warrants outstanding into common stock at the beginning of the year or date
     of issuance, unless they are anti-dilutive.


                                      F-9
<PAGE>

     Use of estimates

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

     Financial instruments

     The fair value of the financial  instruments  approximates  their  carrying
     value except as otherwise disclosed in the financial statements.

     Foreign Currency Translation

     Assets and liabilities of subsidiaries  operating in foreign  countries are
     translated into U.S.  dollars using both the exchange rate in effect at the
     balance sheet date or historical rate, as applicable. Results of operations
     are translated using the average  exchange rates prevailing  throughout the
     year.  The effects of exchange rate  fluctuations  on  translating  foreign
     currency  assets  and  liabilities   into  U.S.  dollars  are  included  in
     stockholders equity (Accumulated other comprehensive loss), while gains and
     losses  resulting  from  foreign  currency  transactions  are  included  in
     operations.

     Property and equipment

     Property and equipment are recorded at cost. Depreciation is provided using
     the straight line method over the following estimated useful lives:



     Office equipment and furnishings              3-5 years
     Computer software                              3 years
     Leasehold improvements                       Lease term
     Tooling                                        3 years

     The Company  leases  certain of its office  equipment  under  capital lease
     agreements. The assets and liabilities under capital leases are recorded at
     the lesser of the present value of aggregate  future minimum lease payments
     or the fair value of the assets under the lease. Assets under capital lease
     are  depreciated  over the shorter of their  estimated  useful lives or the
     lease term.

     Depreciation  expense  for the years ended  December  31, 2001 and 2000 was
     $85,730 and $68,453, respectively.

                                      F-10
<PAGE>

     Inventories

     Inventories  are  stated at the lower of cost or market,  determined  on an
     average cost basis, and consist of raw material parts.

     Stock based compensation

     The Company  accounts for stock-based  employee  compensation  arrangements
     using the  intrinsic  value method in  accordance  with the  provisions  of
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees"  ("APB  25") and  complies  with the  disclosure  provisions  of
     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation" ("SFAS 123"). Under APB 25, compensation expense
     for  employees  is based on the  difference  between  the fair value of the
     Company's  stock and the  exercise  price if any, on the date of the grant.
     The Company  accounts  for stock issued to  non-employees  at fair value in
     accordance with SFAS 123. The Company uses the Black-Scholes option pricing
     model  to   determine   the  fair  value  of  stock   options   granted  to
     non-employees.

     Income taxes

     The Company  follows the liability  method of accounting  for income taxes.
     Under this method, deferred tax assets and liabilities are determined based
     on the difference  between the financial  reporting and tax bases of assets
     and liabilities using enacted tax rates that will be in effect for the year
     in which the differences are expected to reverse.

     Recent accounting pronouncements


     In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS
     141,   Business   Combinations.   SFAS  141  supersedes   APB   16,Business
     Combinations,  and SFAS 38, Accounting for Pre-acquisition Contingencies of
     Purchased Enterprises.  SFAS 141 requires the purchase method of accounting
     for all business combinations  initiated after June 30, 2001 and eliminates
     the  pooling-of-interests  method. The Company does not expect the adoption
     of SFAS 141 to have a material effect on its financial condition or results
     of operations.

     In July 2001,  the FASB  issued  SFAS 142,  Goodwill  and Other  Intangible
     Assets.  SFAS 142 supersedes APB 17,  Intangible  Assets,  and requires the
     discontinuance  of goodwill  amortization.  In addition,  SFAS 142 includes
     provisions  regarding the  reclassification  of certain existing recognized
     intangibles  as  goodwill,  reassessment  of the useful  lives of  existing
     recognized  intangibles,  reclassification  of certain  intangibles  out of
     previously  reported  goodwill and the testing for  impairment  of existing
     goodwill  and other  intangibles.  SFAS 142 is  required  to be applied for
     fiscal years beginning after December 15, 2001, with certain early adoption
     permitted.

                                      F-11
<PAGE>

     The Company expects to adopt SFAS 142 for its first fiscal quarter of 2002,
     and does not expect the adoption to have a material effect on its financial
     condition or results of operations.

     In August 2001, the FASB issued SFAS 143,  Accounting for Asset  Retirement
     Obligations.  SFAS 143  addresses  financial  accounting  and reporting for
     obligations  associated with the retirement of tangible  long-lived  assets
     and the  associated  retirement  costs.  The  Company is in the  process of
     assessing the effect of adopting SFAS 143.

     In October 2001, the FASB issued SFAS 144, Accounting for the Impairment or
     Disposal of Long-Lived  Assets,  which supersedes SFAS 121,  Accounting for
     the  Impairment of Long-Lived  Assets to be Disposed Of. SFAS 144 addresses
     financial  accounting and reporting for the impairment of long-lived assets
     and for long-lived assets to be disposed of. However,  SFAS 144 retains the
     fundamental  provisions of SFAS 121 for: 1) recognition  and measurement of
     the impairment of long-lived assets to be held and used; and 2) measurement
     of long-lived  assets to be disposed of by sale.  SFAS 144 is effective for
     fiscal years  beginning  after  December  15,  2001.  The Company is in the
     process of assessing the effect of adopting SFAS 144.


4. ACQUISITION OF PROSHOT GOLF, INC.

On November 7, 2000, the Company  signed an agreement to purchase  ProShot Golf,
Inc. ["ProShot"].  On January 12, 2001 [the "Closing Date"], the transaction was
consummated  and the Company  acquired all of the  outstanding  capital stock of
ProShot. In consideration,  the shareholders of ProShot received an aggregate of
4,500,000  shares of Class A Common Stock of the Company.  Out of the  4,500,000
shares,  765,000 were placed in escrow in  connection  with the  indemnification
obligations of ProShot under the acquisition agreement.  In addition,  employees
of ProShot  received  stock  options of the Company in  exchange  for vested and
unvested  stock  options  of  ProShot.  The fair value of these  stock  options,
calculated using the Black-Scholes  option-pricing  model as $275,000,  has been
included in the cost of acquiring ProShot.

A further 960,000 Class A Common Shares of Inforetech have been placed in escrow
[the  "Guarantee  Escrow  Shares"]  for the  benefit  of  certain  of  ProShot's
stockholders who provided Stockholder  Guarantees.  Commencing 90 days following
the Closing Date, if the Stockholder  Guarantees have not been released in full,
one twelfth of the  Guarantee  Escrow Shares are to be released from escrow each
month,  or  portion  thereof,  and  delivered  into a second  escrow  to be held
pursuant to the terms of an escrow  agreement  among the  Guarantors,  until the
Stockholder Guarantees have been released in full. In the event that any call is
made on any of the Stockholder  Guarantees after the Closing Date as a result of
a default of the underlying obligations,  all of the Guarantee Escrow Shares are
to be  immediately  released from escrow for the benefit of the  guarantors.  If
none of the Stockholder  Guarantees are called or the Stockholder Guarantees are
released in full,  the shares held in the second escrow shall be  distributed to
all of  ProShot's  stockholders,  on a pro rata basis,  to their  ProShot  stock
holdings  immediately  prior  to the  Closing  Date of the  transaction.  If the
Guarantees are released any shares in the first escrow account that have not, at
that time,  been released into the second escrow account will be cancelled.  The
Company  will  record a cost of debt  financing  at the time each one twelfth of
Guarantee Escrow Shares are released into the second escrow account.

                                      F-12
<PAGE>

At December  31,  2001,  these  Stockholder  Guarantees  had not been  released.
Accordingly,  during the period, the Company recorded costs of debt financing of
$22,400,  $17,600  and $11,200  for the three  tranches  of 80,000  shares to be
released on July 13, 2001,  August 13, 2001 and  September  13,  2001,  when the
Company's  common  stock  closing  trading  prices were  $0.28,  $0.22 and $0.14
respectively.  Subsequent to the foreclosure on ProShot's  assets on October 31,
2001, the remaining  560,000 escrow shares,  including the 80,000  releasable on
October 13, 2001, will be released to the Guarantors.

ProShot,  based in California,  is a manufacturer of global  positioning  system
based  distance  measurement  equipment for golf courses.  The ProShot system is
currently in use on courses throughout the United States,  Canada,  Europe, Asia
and Australia.

For financial  reporting  purposes the  acquisition  has been accounted for as a
purchase with ProShot's  results of operations  included in income from the date
of acquisition.

Acquisition costs consist primarily of legal and investment banker fees.

Immediately  after the acquisition  seven ProShot  employees were  involuntarily
terminated  under a  general  staff  streamlining  program.  The  cost of  these
terminations has been included in the purchase price allocation below.

The excess of the purchase price and involuntary employee termination costs over
the fair value of the assets and  liabilities  acquired of  $9,240,416  has been
recorded as goodwill  and was to be amortized  on a  straight-line  basis over 6
years.


Fair value of assets and liabilities acquired
Cash                                                        $       272,237
Accounts receivable                                               5,619,910
Inventories                                                       1,513,222
Other assets                                                      1,433,887
Capital assets                                                    1,969,911
Revolving line of credit                                         (3,524,729)
Other long-term liabilities                                     (11,023,995)
                                                                ------------
          Net                                                    (3,739,557)
                                                                 ===========

Purchase price
Common stock issued at $1.00 per share                            4,500,000
Acquisition costs                                                   677,859
Options issued                                                      275,000
Involuntary employee termination costs                               48,000
                                                               ------------
                                                                  5,500,859
                                                               ------------
Goodwill                                                      $   9,240,416
                                                               =============
                                      F-13
<PAGE>

5. TRANSFER OF PROSHOT ASSETS TO THE GUARANTORS AND DISCONTINUANCE OF OPERATIONS


Agreement by Company to assist in the foreclosure of certain of its assets

On  September  21, 2001,  after  receiving  notices of defaults  from a group of
Inforetech  shareholders  [the  "Guarantors"]  in regard to a finance  agreement
dated April 24, 2001, and the Company being unable to cure those  defaults,  the
Company and one of its directors signed an agreement with the Guarantors stating
that the Company  would use its best  efforts to assist in the  foreclosure  of,
ProShot's  assets  by its  bank,  so that  the  Bank  debt  and  ultimately  the
obligation  of the  Guarantors,  to the Bank,  in respect of their  guarantee of
ProShot's Bank debt, might be reduced.

The principal terms of the agreement are:

o    The Company will assist ProShot's Bank in foreclosing on ProShot's assets.
     Any proceeds from the foreclosure will go to reduce ProShot's debt to the
     Bank and hence the Guarantors obligation to the Bank.

o    The Guarantors may advance funds on their behalf and on behalf of the Bank
     for the specific purposes of protecting the value of ProShot's assets
     including funds to meet ProShot employee payroll. After August 31, 2001,
     the Company shall have no responsibility for advancing any further payroll
     and related expenses to ProShot or ProShot's employees.

o    Upon the consummation of the above requirements, the Guarantors agree to
     release the Company and one of its directors from certain financial
     obligations and to convert such obligations to stock in the Company. The
     obligations to be released and converted are the obligation of the Company
     to indemnify the Guarantors for any losses or payments under the loan
     agreement with the Bank up to $1,000,000 and the obligation of a Company
     director from his personal guarantee of one-sixth of the total of Letters
     of Credit outstanding in favor of The Associates and Trimble Navigation,
     Ltd. currently totaling $708,000. Upon such releases in the total amount of
     $1,118,000, the Company shall issue to the Guarantors, or their designees,
     11,180,000 shares of Common Stock. This term was subsequently amended in an
     October 16, 2001 agreement - see below.

o    The Guarantors agree to use their best efforts to obtain, from the Bank, a
     release of ProShot from its obligations to the Bank upon the transfer of
     title of all of ProShot's assets to the Bank.

o    The Guarantors agree to use their best efforts to cause any party acquiring
     the former assets of ProShot to issue a license to the Company for use of
     the GAT patent (a current asset of ProShot) during the life of the GAT
     patent, on terms and conditions no less favorable than any other party to
     which such a license is issued.

                                      F-14
<PAGE>

Amendments  to Agreement by Company to assist in the  foreclosure  of certain of
its assets

On October 16, 2001, the September 21, 2001 asset transfer agreement was amended
by a further  agreement  between  the  Guarantors,  the  Company  and one of its
directors. The principal terms of the amendment are:

o    On or before December 31, 2001, the Company shall pay to the Guarantors
     ProShot employee delinquent payroll taxes of $62,626 through August 31,
     2001, plus any interest and penalties yet to be calculated. Any ProShot
     sales or property taxes paid by the Company after the date of the agreement
     will go to reduce the total amount owed by the Company in respect of
     delinquent payroll taxes.  As of the date of this filing this payment has
     not been made.

The terms of conversion of the $1,000,000  portion of ProShot debt guaranteed by
the  Company  and  $118,000  guaranteed  personally  by  one  of  the  Company's
directors,  are amended such that the above terms  regarding  payroll taxes must
also be met before the  guarantees  can be released  and the  conversion  of the
Guarantee  amount to Company  stock  shall now be at 80% of the five day average
closing price for the five days immediately  preceding the date of release.  The
company  intends to convert the $1,118,000 if and when it is able to pay off the
payroll taxes. This conversion could significantly dilute the existing ownership
of the Company.

Collateral Management Agreement and a Conditional Release Agreement

On October 16, 2001, the Company signed a Collateral  Management Agreement and a
Conditional  Release  Agreement  with the Bank and  ProShot  Investors,  LLC,  a
company  established by the Guarantors.  The purpose of these  agreements was to
allow ProShot  Investors,  LLC to manage all of ProShot's assets until such time
as the Bank  foreclosed  on such  assets.  Under  the  terms of the  Conditional
Release  Agreement,  upon completion of the Bank foreclosure,  and provided that
the Guarantors  deliver an amount of funds,  not specified in the agreement,  to
the Bank to support  their  guarantee  of the Bank debt,  the Bank will  release
ProShot from all obligations secured by these assets.

Foreclosure on ProShot's assets and release of ProShot's Bank debt

On October 31, 2001, the Bank exercised its right to foreclose on and dispose of
all of ProShot's assets [the "Foreclosed Assets"] with the exception of two golf
course lease receivables and related  equipment,  which were assigned to Charles
Aalfs [the "Aalfs Leases"],  a creditor of ProShot,  in a Collateral  Assignment
dated January 20, 1998. Both golf courses are delinquent in their payments under
these leases and ProShot is  delinquent  in its payments to Charles  Aalfs under
the  Collateral  Assignment.  Charles Aalfs has commenced  legal action  against
ProShot  so that any  future  payments,  under the Aalfs  Leases,  might be paid
directly to him.  The  Company  will no longer be  defending  this  action.  The
carrying  value of the  Aalfs  Leases  was  fully  written  off on that date and
recorded  as  an  administration  expense  on  that  date  as a  result  of  the
foreclosure and the legal action brought by Charles Aalfs.

                                      F-15
<PAGE>

On October 31,  2001,  the  Foreclosed  Assets were  purchased  from the Bank by
ProShot  Investors,  LLC. The purchase was completed by the delivery of $450,000
to the Bank by the  Guarantors,  which also  served to support  the  Guarantors'
obligation for the full amount of the Bank's loan to ProShot.  Since, the Bank's
conditions under the Conditional  Release Agreement have now been met, ProShot's
debt under the Business Loan  Agreement  unconditionally  became the debt of the
Guarantors.  The Guarantors  paid off the remainder of the Bank loan on November
2, 2001. On November 7, 2001, the Bank provided a letter to ProShot stating that
it's obligation  under the $4.5 million line of credit had been  unconditionally
released.

The  Foreclosed  Assets  were  recorded at a fair value of  $6,169,380.  ProShot
liabilities   of  $9,969,391,   are  attached  to  the  Foreclosed   Assets  and
consequently  became the liabilities of ProShot Investors,  LLC who acquired the
Foreclosed  Assets on October 31, 2001.  The remaining  ProShot  liabilities  of
$2,430,250, will not be transferred to the ProShot Investors, LLC.

Release of escrow shares

At the time of the ProShot acquisition the Company placed 960,000 Class A Common
Shares of Inforetech into escrow. These escrow shares were to be released to the
Guarantors,  over a period  of time,  should  the  Company  not be able to fully
release the Guarantors from their Guarantees of various ProShot debts, including
the $4,000,000 Bank line of credit,  in place at the time of  acquisition.  As a
result  of the  foreclosure  these  escrow  shares  were to be  released  to the
Guarantors in full.

Lay-off of all ProShot staff

The Company  terminated  all of ProShot's  employees on October 15, 2001. One of
these  employees  had an  employment  contract  which  included  six  months  of
severance  pay. The estimated cost of severance for this employee is $40,000 and
has been accrued as of December 31, 2001.

On October 16,  2001,  the  majority of ProShot's  employees  were  recruited by
ProShot Investors, LLC.


                                      F-16
<PAGE>

ProShot's results and liabilities classified as discontinued operations

The operations of ProShot contributed to the consolidated operations of
Inforetech during Year ended December 31, 2001 as follows:

                Revenue                                    $      2,328,780
                Cost of sales                                    (1,186,519)
                Other expenses                                   (3,221,095)
                Asset impairment                                (10,317,457)
                Finance and interest                             (1,105,454)
                Extraordinary gain on
                 extinguishments of debt                          3,821,070
                                                             ---------------
                Loss from discontinued operations          $     (9,680,675)
                                                             ===============

The liabilities of ProShot classified as liabilities of discontinued operations
at December 31, 2001 are as follow:

               Accounts payable and
                accrued liabilities                        $      1,054,250
               Loans payable related parties                        258,000
                                                               -------------
               Liabilities of discontinued operations      $      1,312,250
                                                               =============

Asset impairment resulting from transfer of ProShot's assets

As a result of the asset transfer  discussed  above,  ProShot's assets no longer
represent  a  future  economic  benefit  to  the  Company  from  an  operational
perspective.  The assets  represent a future economic benefit only to the extent
that they are able reduce ProShot's liabilities. This change in use has resulted
in impairment in asset value and a corresponding write-down of $10,317,457.

6. PROPERTY AND EQUIPMENT

   At December 31, 2001, property and equipment consisted of the following:

   Office equipment and furniture              $    211,247
   Computer software                                 47,632
   Leasehold improvements                            73,531
   Tooling                                           16,508
                                                -----------
                                                    348,918
   Less: accumulated depreciation                  (173,481)
                                                -----------
                                               $    175,437
                                                ===========

                                      F-17
<PAGE>

7. CAPITAL LEASES

The Company leases certain  equipment under capital lease agreements that expire
at various dates through January 2006. At December 31, 2001, the gross amount of
equipment and related accumulated  amortization under capital leases recorded in
property and equipment were as follows:


Office equipment and furnishings                     $ 34,333
Less: accumulated amortization                        (11,971)
                                                     ---------
                                                     $ 22,362
                                                     =========

Future minimum lease payments under capital leases as at December 31, 2001 are
as follows:

             2002                                               $    9,135
             2003                                                    9,135
             2004                                                    7,101
             2005                                                    4,253
             2006                                                      355
                                                                  ---------
Total minimum lease payments                                        29,979
Less: amount representing interest                                   7,617
                                                                  ---------
Present value of minimum capital lease payments                     22,362
Less: current portion of obligations under capital leases            6,060
                                                                  ---------
Obligations under capital leases, excluding current portion     $   16,302
                                                                  =========

8. DEBT

The  Company  and  its  subsidiaries  have  significant  debt  liabilities.  The
following table is a summary of debt at December 31, 2001:


         Convertible note (Note 8a)                         $       462,751
         Convertible debt (Note 8a)                                 705,078
         Loan payable in default (Note 8b)                        1,185,000
         Note payable - related parties (Note 12c)                  699,547
         Convertible loans - related parties (Note 12d)             260,121
         Promissory notes (Note 8c)                               1,569,757
         Convertible loans  (Note 8d)                                50,000
                                                            ----------------
               Total Debt                                         4,932,254
               Less Current Portion                              (3,764,425)
                                                            ----------------
               Total Long-Term Debt                         $     1,167,829
                                                            ================
                                      F-18
<PAGE>


[a]      Effective August 4, 2000, the Company entered into a securities
         purchase agreement with Augustine Funds, L.P. relating to the sale of
         $1,000,000 in principal amount of Series A 8% convertible note due
         August 4, 2003 and warrants to purchase up to 100,000 shares of Class A
         common stock. Interest of 8% accrues on this note from August 4, 2000
         and is payable quarterly commencing September 30, 2000. The exercise
         price of the warrants is $6.25 and they expire on August 4, 2005.

         The proceeds raised of $1,000,000 have been allocated to the debt
         ($671,876) and the warrants ($328,124) based on their relative fair
         values at the date the loan was received. The fair value of the
         warrants is considered a discount on the convertible note, with a
         corresponding credit to additional paid-in-capital. The debt discount
         is being amortized, based on an effective yield basis, over the
         three-year term of the note. During 2001 and 2000, $109,380 and 44,349,
         respectively, of the discount was amortized and included in financing
         costs, respectively, leaving an unamortized debt discount of $174,395.

         The note is convertible (plus related interest expense) into Class A
         common stock at the lesser of (i) $5.25 or (ii) 75% of the average
         closing bid price of the Company's common shares for the five days
         immediately preceding the conversion date. These terms give the holder
         an in the money conversion rate, the benefit of which is limited to the
         proceeds allocated to the debt. Accordingly, a beneficial conversion
         feature of $671,876 has been recognized as further discount on the
         convertible note liability with a corresponding credit to additional
         pain-in capital. The beneficial conversion feature is amortized to
         finance expense over the 180 day period from August 4, 2000 (date of
         note) to February 1, 2001 (the first possible date that the note may be
         converted). The finance expense relative to the beneficial conversion
         feature was $85,516 for 2001 and $586,360 for 2000, which is fully
         amortized at December 31, 2001.

         Shares held in the Company by a director guarantee the notes.

         Effective  August 4,  2000,  the  Company  entered  into a  securities
         purchase  agreement with The Sharr Fund Ltd.,  relating to the sale of
         $1,000,000 in principal amount of 8% Convertible  Debenture due August
         4, 2005 and  warrants  to  purchase  up to  100,000  shares of Class A
         common stock.  Interest of 8% accrues on this debenture from September
         12, 2000 and is payable quarterly  commencing  September 30, 2000. The
         exercise  price of the  warrants is $6.25 and they expire on September
         12, 2005.


                                      F-19
<PAGE>

         The proceeds raised of $1,000,000 have been allocated to the debt
         ($634,649) and the warrants ($365,351) based on their relative fair
         values at the date the loan was received. The fair value of the warrant
         is considered to be a discount on the convertible debenture, with a
         corresponding credit to additional paid in capital. The debt discount
         is being amortized, on an effective basis, over the five-year term of
         the debenture. During 2001 and 2000, $73,048 and $49,381, respectively,
         of the discount was amortized and included in financing costs,
         respectively, leaving an unamortized debt discount of $242,922. There
         is a further unamortized balance of $41,020 pertaining to financing
         costs.

         The debenture is convertible (plus related interest expense) into Class
         A common stock at the lesser of (i) $5.25 or (ii) 75% of the average of
         the three lowest closing bid prices of the Company's common shares for
         the ten days immediately preceding the conversion date. These terms
         give the holder an in the money conversion rate, the benefit of which
         is limited to the proceeds allocated to the debt. Accordingly, a
         beneficial conversion feature of $634,649 has been recognized as a
         further discount on the convertible debenture liability with a
         corresponding credit to additional paid in capital. The beneficial
         conversion feature is amortized to finance expense over the 180 day
         period from September 12, 2000 (closing date of debenture) to March 11,
         2001 (the first possible date that the debenture may be converted). The
         finance expense relative to the beneficial conversion feature was
         $223,909 in 2001 and $410,740 for 2000, which is fully amortized at
         December 31, 2001.

         Shares held in the Company by a director guarantee the debenture.

         These two notes are accreting towards their face value as they were
         issued at a discount; they contained a beneficial conversion feature
         and there were also financing costs related to the notes. Also, the
         principal balances on these notes were reduced by $261,000 and $20,000
         respectively as these portions were converted to common shares in the
         Company.

     [b] In February 2001, the Company received a $1,185,000 loan bearing
         interest at LIBOR plus 1%. The interest is payable semi-annually with
         the first payment due August 1, 2001. The Company did not make this
         payment. The loan matures on February 28, 2006 but can be extended for
         a period of two years, upon the payment of a fee of $11,850. The loan
         is collateralized by 2,044,000 shares of the Company. These shares were
         loaned to the Company by a number of its shareholders. A finder's fee
         of $47,400, with respect to this loan, was deducted from the initial
         amount paid over to the Company. A further finder's fee of $47,400 is
         payable to a third party and has not yet been paid at the time of this
         filing. As at the date of filing, the Company has not made the interest
         payment due on the loan on August 1, 2001. The Company is therefore in
         default of the loan agreement. Since the loan is now in default, the
         Company has classified the loan as a current liability in these
         financial statements.

                                      F-20
<PAGE>

     [c] In January 2001, the Company entered into two separate promissory notes
         with creditors of ProShot. The first note was for $1,274,758 for fees
         owed to Pro Shots's attorney's. The note matures on January 26, 2004
         with an interest rate of 6% per annum which accrues from October 1,
         1998. The second note was for $295,000, which matured on December 11,
         2001 with an interest rate of 12% per annum. In January 2002, the
         Company was notified that action would be taken if payment of principal
         and interest is not paid. At December 31, 2001, interest of $293,751
         has been accrued on the above notes.

     [d] In October 2001, the Company entered into two 8% convertible notes for
         $25,000 each which mature on March 31,2002.

9. STOCKHOLDERS' DEFICIT

In conjunction  with the acquisition and  recapitalization  described in Note 1,
IWTI amended its articles of  incorporation to provide for two classes of stock,
Class A Common Equity voting Stock ("Class A Common Shares") and Class B Special
Voting  Non-Equity Stock ("Class B Common Shares").  Each class of stock has the
same voting  rights.  The Company is  authorized  to issue  100,000,000  Class A
Common Shares, $0.001 par value and 10,000,000 Class B Common Shares, $0.001 par
value.  The Class B common shares are convertible  into Class A common shares at
any time on a on or one basis.

During fiscal 1999, in conjunction  with a private  placement by the Company,  a
shareholder  was issued with an option to purchase  100,000  common shares at $1
per share.  This share option was outside the stock option plan.  The option was
exercised in May 2000.

In October 2000 the Company  issued  222,223 shares of class A common stock to a
director of the Company for aggregate amount of $1,000,000.

In February 2001, the Company sold a warrant to purchase  250,000 class A common
shares in the Company for $45,000 cash.  The warrant  expires on August 7, 2002.
The warrant  exercise price is the lesser of $1.75 and 80% of the lowest closing
bid price of the  Company's  common  stock  during the 30 trading  days prior to
exercise less $0.18.

The Company  issued  1,185,047  conversion  shares to convert a promissory  note
based upon the principal  amount of $225,000 and the accrued  interest,  to that
date, of $12,009.  The fair value of the shares issued in settlement of the debt
and interest, based on the Company's common stock closing trading price on April
24, 2001 of $0.37,  was $438,467.  Accordingly,  an  extraordinary  loss on debt
extinguishment of $201,458 was recorded.

On May 14, 2001,  based upon the Company's  closing trading price of $0.24,  the
Company  issued  145,780  shares of common  stock to settle a prior year account
payable of $35,000 due to a consultant.

                                      F-21
<PAGE>

On June 26, 2001,  the Company signed a two-month  consulting  agreement for the
provision of investor  relations and corporate  financing services with World of
Investment GmbH. In payment, the Company is to issue 80,000 common shares in the
Company.  In addition,  the Company will pay World of Investment  GmbH 5% of any
funds raised and 3% of any credit line arranged  through them. The fair value of
the shares to be issued,  based upon the Company's  common stock closing trading
price  on the  contract  date  of  $0.30,  is  $24,000  which  was  expensed  to
administration during the year ended December 31, 2001. The 80,000 common shares
were issued on July 30, 2001.

On June 29, 2001,  the Company signed a two-month  consulting  agreement for the
provision of investor relations services with Platinum  Investment Services Ltd.
In payment,  the Company is to issue 40,000  common  shares in the Company.  The
fair value of the shares to be issued,  based upon the  Company's  common  stock
closing trading price on the contract date of $0.26, is $10,400 and was expensed
to  administration  during the year ended  December 31, 2001.  The 40,000 common
shares were issued on July 30, 2001.

Between July 23, 2001 and August 27, 2001,  Augustine  Funds,  L.P.  converted a
total of $196,008  [$180,000  principal and $16,008 interest] of its Series A 8%
convertible  note due from the  Company  into  1,540,204  common  shares  in the
Company.  The conversion  prices,  ranging from $0.125 to $0.175 per share, were
calculated,  in accordance with the terms of the note as amended on February 20,
2001,  as 75% of the  average  of the three  lowest  closing  bid  prices of the
Company's  common shares for the ten days  immediately  preceding the conversion
date.  The shares were issued  between  July 30,  2001 and August 28,  2001.  On
October 5, 2001,  Augustine  Funds,  L.P.  converted a further $88,598  [$81,000
principal and $7,598  interest] of its Series A 8% convertible note due from the
Company into 2,147,830  common shares in the Company.  The shares were issued on
October 15, 2001.

On September 4, 2001, Sharr Fund Ltd. converted $10,000 of the principal balance
of its Series A 8% convertible debenture due from the Company into 98,717 common
shares in the Company. The conversion price of $0.1013 per share was calculated,
in  accordance  with the terms of the  debenture,  as 75% of the  average of the
three lowest closing bid prices of the Company's  common shares for the ten days
immediately  preceding the conversion  date. The shares were issued on September
5, 2001.

On September 24, 2001,  the Company  issued 20,000 common shares in payment of a
finder's fee in respect of the Series A 8% convertible note dated August 4, 2000
pursuant to the terms of the arrangement

On October 31, 2001, the Company issued 1,800,102 common shares in settlement of
accounts payable in the amount of $364,855.  The value of the shares at the date
of issuance was $70,204.  accordingly  $292,851 was recorded as an extraordinary
gain on the extinguishments of debt. An additional 147,669 shares were issued in
December 2001 to settle debt.

                                      F-22
<PAGE>

          On November 12, 2001, Shaar Fund Ltd.  Converted an additional $10,000
          into 333,334  shares of the  Company's  common stock.  The  conversion
          price of $.03 per  share  was  calculated  for the  September  4, 2001
          conversion.

In November 2001, the Company issued 961,377 shares to various  consultants  for
services,  accordingly  the  shares  were  valued  at the date of  issuance  and
recorded as stock based compensation.

On October 18,  2001,  the  Company  placed  into  escrow  1,500,000  shares for
services  rendered.  The share had a market price of $75,000 on October 18, 2001
which was recorded as financing expense.

10. STOCK PURCHASE WARRANTS

At December 31, 2001, Class A stock purchase warrants were outstanding as
follows:

 Number of Class A                       Exercise price               Month
  shares issuable                               $                of expiration
--------------------------------------------------------------------------------

       174,000                                2.00                January 2002
       100,000                                2.00               September 2002
        62,500                                4.00               September 2002
       100,000                                6.25                 August 2005
       100,000                                6.25                 August 2005
     3,500,000                                6.20                  April 2006
       250,000                                6.28                   July 2006
     4,763,820

Warrants issued, exercised, cancelled and expired in the Year ended December 31,
2001

During the year ender December 31, 2001,  warrants to purchase  3,500,000 shares
of the  Company's  common  stock at $0.20  were  issued  to the  Guarantors  and
warrants to purchase  250,000 shares of the Company's common stock at $0.28 were
issued to Delano.

No warrants were exercised during the year ender December 31, 2001.

890,000 warrants expired during the year ender December 31, 2001.

                                      F-23
<PAGE>

11.  Stock Options

On February 2, 2000, the Company adopted a stock option plan (the Plan) pursuant
to which the  Company's  Board of Directors  may grant  options to  consultants,
directors and employees. The Plan authorizes grants of options to purchase up to
4,000,000 shares of authorized but unissued Class A common stock.  Stock options
have a  contractual  life between  three and five years.  The stock options vest
over  varying  periods  not  exceeding  three  years from the date of grant.  At
December  31,  2001,  all  options  previously  issued  under this plan had been
forfeited.

During the year ended  December  31,  2001,  the Company  issued  240,000  stock
options to consultants for services at $0.20 per option,  resulting in a finance
cost of $14,250 and sales and marketing expense of $30,429 being recorded in the
financial  statements.  All stock  option fair values are  calculated  using the
Black-Scholes model.

On October  25,  2001,  the  Company's  Board of  Directors  passed  resolutions
amending the 2000 Stock Option Plan, as permitted  under  section 8 thereof,  to
increase the maximum number of Shares that may be issued or transferred pursuant
to Options to 9,000,000 and adopting the 2001 Stock Compensation Plan.

Stock option activity under the stock option plan is as follows:

                                                                 Weighted-
                                                                  average
                                      Number of                   exercise
                               Class A Shares Issuable             price
                                       #                             $
--------------------------------------------------------------------------------

Granted                                 2,295,000                  2.05
Forfeited                                 (52,500)                 1.57
--------------------------------------------------------------------------------
Balance, December 31, 2000              2,242,500                  2.03
--------------------------------------------------------------------------------
Granted                                 3,557,152                  3.39
Forfeited                              (4,699,652)                 3.39
--------------------------------------------------------------------------------
Balance, December 31, 2001              1,100,000                  0.20

The following table summarizes the outstanding and exercisable options as at
December 31, 2001:

                                      Weighted-
                                       average
  Exercise          Number            remaining              Number
   prices         outstanding        contractual           exercisable
     $                 #                life                    #
--------------------------------------------------------------------------------
   0.20            1,100,000             4.00               1,100,000

                                      F-24
<PAGE>

Accounting for stock based compensation

During  2000,  the Company  issued  105,000  stock  options to  consultants  for
services at $1.00 per option,  resulting in a marketing expense of $21,600 and a
research  and  development  expense of $2,626  being  recorded in the  financial
statements. The remainder of the options issued in 2000 were issued to employees
and directors at $1.00,  $3.00,  $5.00 and $7.00 per option.  Of these,  335,000
options were in-the-money (had an exercise price less than the fair value of the
stock on the granting date) at the time granted. In accordance with APB 25, only
the expense  related to the options  granted with  in-the-money  exercise prices
have been recorded as compensation  expense.  This resulted in an administration
expense of $225,000  and a research  and  development  expense of $92,809  being
recorded in the financial statements. At December 31, 2000, there is $149,481 of
deferred compensation expense related to non-vested options.

The Company has adopted the  disclosure-only  provisions of SFAS 123, Accounting
for  "Stock-Based   Compensation"  for  stock  based  awards  to  employees  and
directors.  Had  compensation  cost for the  Company's  stock  option  plan been
determined  based  on the fair  value  at the  grant  date  for  awards  in 2000
consistent  with the  provisions  of SFAS 123, the  Company's  loss and loss per
share would have been increased to the pro forma amounts indicated below:
<TABLE>
<CAPTION>

                                                                         2001             2000
                                                                           $               $
<S>                                                                  <C>              <C>
Net loss as reported                                                 (15,231,570)     (8,039,192)
Pro forma net loss under SFAS 123                                    (15,315,500)     (8,855,116)
Loss per share - basic and diluted, as reported                         (0.65)           (0.78)
Pro forma loss per share - basic and diluted, under FAS 123             (0.66)           (0.86)

</TABLE>

The fair  value of option  grants is  estimated  on the date of grant  using the
Black-Scholes  option  pricing model  discounted  for lack of liquidity with the
following weighted-average assumptions at December 31, 2001 and 2000:

                          Dividend yield                          0%
                          Expected volatility                    7.8%
                          Risk-free interest rate                6.6%
                          Expected lives                        5 years

The weighted average fair value per share of stock options granted during fiscal
2001 and 2000 is $0.076 and $0.83, respectively.

                                      F-25
<PAGE>

12. RELATED PARTY TRANSACTIONS

[a] Common stock issued to settle debt

     Effective May 9, 2001, a consultant related to a Company director exchanged
     the $18,387 debt payable to him by the Company for 73,546  shares of common
     stock in the  Company.  The  exchange  ratio was based upon the May 9, 2001
     closing common stock trading price of $0.25.

[b] Conversion of Class B shares

     On May 14,  2001,  two  Company  directors,  and  several  persons  related
     thereto,  converted  7,095,750 Class B Special Voting  Non-equity  Stock to
     7,095,750  Class A common  shares in the  Company  as  permitted  under the
     Company's  articles  of  incorporation.   However,   subsequently,  it  was
     discovered that 193,720 of these Class B Special Voting  Non-equity  Stocks
     had already  been  converted  to 193,720  Class A common  shares in a prior
     period. Therefore,  193,720 of the Class A shares issued upon conversion on
     May 14, 2001,  will be  cancelled.  The number of Class A common  shares in
     issuance is correctly stated in the financial statements will be reduced by
     193,720.  The number of Class B shares in issuance is  correctly  stated at
     December  31,  2001,   as  100,000  and  will  not  be  adjusted  upon  the
     cancellation of the Class A common shares.

[c] Promissory notes

     Promissory notes payable to officers and directors or companies  controlled
     by officers and directors of the Company are unsecured, repayable on demand
     and bear  interest at 10%. The note holders have waived their  interest for
     the period ended December 31, 2001. Accordingly,  the interest has not been
     accrued.

[d] Convertible loans

     Related party convertible loans are unsecured,  repayable on demand and are
     non-interest  bearing.  These notes may be converted into Class A shares of
     the Company at the price of $1.00 per Class A share.

                                      F-26
<PAGE>

13. COMMITMENTS

     Lease commitments

     The Company  leases  office  premises  and certain of its office  equipment
     under operating leases with various  expiration dates to 2003. Rent expense
     for the years ended  December  31, 2001 and  December 31, 2000 was $139,234
     and  $134,742,   respectively,   This  table  shows  future  minimum  lease
     commitments under the leases at December 31, 2001.


        2002           $  48,692
        2003              41,181
        2004              41,496
        2005               3,458
                        ---------
                       $ 134,827
                        =========
14. INCOME TAXES

The Company is subject to United  States  federal and state  income  taxes at an
approximate  rate of 34%.  The  Company's  Canadian  subsidiary  is  subject  to
Canadian federal and provincial combined tax rates of approximately 45%.

The  reconciliation  of the  provision  (recovery)  for income  taxes before the
extraordinary  loss, at the United States federal statutory rate compared to the
Company's income tax expense as reported is as follows:

                                                      2001               2000
                                                    $ 000's            $ 000's
                                                    --------           --------

Tax expense (recovery) at U.S. statutory rates        (5,178)            (2,588)
Lower (higher) effective income taxes of
   Canadian subsidiary                                  (517)              (838)
Change in valuation allowance                          1,913              2,064
Non-deductible expenses                                3,782              1,362
                                                    --------            -------
Income tax provision (recovery)                        --                  --
                                                    ========            =======
                                      F-27
<PAGE>

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes  and the  amounts  used  for  income  tax  purposes.  The  Company  has
recognized a valuation  allowance for those  deferred tax assets for which it is
more likely than not that realization will not occur.  Significant components of
the Company's deferred tax assets as of December 31 are as follows:

                                                      2001               2000
                                                    $ 000's            $ 000's

Net operating loss carryforwards                     4,903              2,990
Research expenditures for Canadian tax purposes      1,170              1,070
                                                    -------            --------
Total deferred tax assets                            6,073              4,060
Valuation allowance                                 (6,073)            (4,060)
                                                    -------            --------
Net deferred tax assets                                --                 --
                                                    =======            ========

The  Company  has  scientific  research  expenditures  for  Canadian  income tax
purposes  in the amount of  $3,655,000  that may be  applied  to reduce  taxable
income of future years for Canadian income tax purposes.

The company has net  operating  losses for United  States Income Tax purposes of
$1,500,000,  which will expire in the year 2020.  Pursuant to Section 382 of the
Internal Revenue Code, use of the Company's net operating loss carryforwards may
be limited if the  Company  experiences  a  cumulative  change in  ownership  of
greater than 50% in a moving three-year  period.  Ownership changes could impact
the Company's  ability to utilize net operating losses and credit  carryforwards
remaining at the ownership change date. The limitation will be determined by the
fair market value of common stock  outstanding  prior to the  ownership  change,
multiplied by the applicable federal rate.

15. SUBSEQUENT EVENTS

On January 7, 2002,  the Director of Employment  Standards of British  Columbia,
determined that the Company owed its employees $160,277 for non-payment of wages
earned which has been accrued at December 31, 2001.

On January 31, 2002,  the Company was notified that an action would be commenced
if payment of  $295,000  plus  interest  is not paid.  The note arose due to the
ProShot acuisition.


                                      F-28





<PAGE>

ITEM 8. CHANGES AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE


     Registrant  engaged Feldman Sherb & Co., P.C. ("FS") as its new independent
accountants  as of May 6, 2002.  During  the two most  recent  fiscal  years and
through May 6, 2002,  Registrant  has not  consulted  with  Feldman  Sherb & Co.
regarding  (i)  the   application  of  accounting   principles  to  a  specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on  Registrant's  consolidated  financial  statements,  and no
written  report or oral advice was provided to  Registrant  that Feldman Sherb &
Co.  concluded  was an important  factor  considered by Registrant in reaching a
decision as to an accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation  S-K,  or a  reportable  event,  as  that  term  is  defined  in Item
304(a)(1)(iv) of Regulation S-K.

                                    PART III

ITEM 10. EXECUTIVE COMPENSATION

Compensation Agreements

     There are  currently  no  long-term  employment  or  consulting  agreements
between the Company and the executive officers or directors of the Company.

DIRECTORS AND EXECUTIVE OFFICERS

     The following table and text sets forth the names and ages of all directors
and  executive  officers of the Company and the key  management  personnel as of
March 30,  2002.  The Board of Directors of the Company is comprised of only one
class.  All of the  directors  will  serve  until  the next  annual  meeting  of
stockholders  and until their  successors  are elected and  qualified,  or until
their earlier  death,  retirement,  resignation or removal.  Executive  officers
serve at the  discretion of the Board of  Directors,  and are appointed to serve
until the first  Board of  Directors  meeting  following  the annual  meeting of
stockholders. Also provided is a brief description of the business experience of
each director and executive officer and the key management  personnel during the
past five years and an  indication  of  directorships  held by each  director in
other  companies  subject  to  the  reporting  requirements  under  the  Federal
securities laws.

         Name                 Age    Position

         Robert C. Silzer     55     Chairman of the Board, Chief
                                     Executive Officer and Director, President

     Robert C.  Silzer,  Sr. is CEO and Chairman of the Board of the Company and
Inforetech  2000.  Mr.  Silzer  founded  Inforetech  2000 in 1997 and is a major
shareholder  of  the  Company.  He  is a  seasoned  businessman  and  successful
entrepreneur  with a long history of financing  innovative  developments  in the
recreational arena. Mr. Silzer has extensive experience in managing both private
and public  corporations,  in raising capital and  introducing new products.  In
addition,  he has considerable  experience in marketing and sales, with numerous
business  contacts  throughout  North  America,  Europe and Asia. Mr. Silzer was
financier and developer of the electronic  bingo machine,  a wireless  hand-held
gaming  device.  Mr.  Silzer was founder and CEO of Supercart  International,  a
privately held corporation, from 1985 to 1990.

     As of March 31,  2002,  Robert C.  Silzer Sr. is the only  Director  of the
Company.

     The following table sets forth the compensation paid during the fiscal year
ended  December 31, 2002 to the  Company's  Chief  Executive  Officer.  No other
officer of the Company received annual  compensation in excess of US$100,000 per
annum.

                           Summary Compensation Table

              Name and
         Principal Position                        Year      Salary       Bonus

         Robert C. Silzer                          2001     $  100,000      0
         Chief Executive Officer                   2000     $  238,039      0
                                                   1999     $   26,012      0


                                       21

<PAGE>

     The following table provides  information as to the individual named in the
     above Summary Compensation Table.


            Number of Securities  % of Total Options
            Underlying Options   Granted to Employees   Exercise   Expiration
Name        Granted (Shares)      in Fiscal Year         Price       Date
--------- --------------------   --------------------- ---------- --------------

Robert C.
Silzer      400,000                    36.36%            $0.20     April 2, 2006

     The  following  table  provides  information  as to the  exercise  of stock
options during 2001 and  unexercised  stock options held as of 2001 by Robert C.
Silzer Sr.

<TABLE>
<CAPTION>

                                                      Number of Securities Underlying
                                                      Unexercised Options                  Value of Unexercised In-the-Money
                                                         at Year End  (Shares)                    Options at Year End
                                                    ----------------------------------- ---------------------------------------
                          Shares       Aggregate
                       Acquired On       Value
    Name                 Exercise       Realized      Exercisable       Unexercised         Exercisable        Unexercised
    ----------------- --------------- ------------- ---------------- ------------------- ------------------ -------------------

<S>                                                     <C>               <C>
    Robert C. Silzer        None         None           400,000           400,000              None                None

</TABLE>

     Stock Option Plan

     The  purpose  of the  plan is to  provide  additional  incentives  to those
Directors,  Officers and key  employees and  Consultants  of the Company and its
subsidiaries  whose  substantial  contributions  are  essential to the continued
growth and  success  of the  Company's  business  in order to  strengthen  their
commitment to the Company, to motivate them to faithfully and diligently perform
their  assigned  responsibilities  and  to  attract  and  retain  competent  and
dedicated  individuals  whose  efforts  will  result  in  long-term  growth  and
profitability  of the  Company.  There were  4,000,000  options  outstanding  at
December 31, 2001.

                                       22
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth certain  information  as of March 30, 2002
with respect to the  beneficial  ownership of the common stock of the Company by
each beneficial owner of more than 5% of the outstanding  shares of common stock
of the Company, each director, each executive officer and all executive officers
and  directors  of the  Company  as a group,  (i) the number of shares of common
stock owned by each such person and group and (ii) the percent of the  Company's
common stock so owned.

     As used in this section,  the term  beneficial  ownership with respect to a
security is defined by Rule 13d-3 under the Exchange Act as  consisting  of sole
or shared voting power  (including  the power to vote or direct the vote) and/or
sole or shared investment power (including the power to dispose of or direct the
disposition of) with respect to the security through any contract,  arrangement,
understanding,  relationship  or otherwise,  subject to community  property laws
where applicable.  Each person has sole voting and investment power with respect
to the  shares  of  common  stock,  except as  otherwise  indicated.  Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise  indicated.  The address of those  persons for which an address is not
otherwise indicated is:

                  Suite 214
                  5500 - 152nd Street
                  Surrey, British Columbia,  V3S-8E7



                              Number of Shares of       Percentage of
                                 Common Stock          Outstanding Common
Name of Beneficial Owner      Beneficially Owned    Stock Beneficially Owned
-------------------------- -----------------------  -------------------------

Robert Silzer, Sr.               6,371,306                  16.20%
Thackeram Holdings Ltd.          3,212,786                   8.25%
Rivaldo Corp (1)                   951,818                   2.44%
Augustine Capital Mgt(2)        54,247,593(2)               58.34%
Shaar Fund Ltd                  70,111,133(3)               64.29%
Diversified                     81,803,247(3)               67.75%
-------------------------- ----------------------- --------------------------

(1)  Rivaldo Corp is owned by Robert Silzer, Sr.
(2)  Includes 54,044,467 shares converted from debt
(3)  All shares converted from debt

CHANGES IN CONTROL

     The Company is unaware of any contract or other arrangement,  the operation
of which may at a subsequent date result in a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     [a] Common stock issued to settle debt

     Effective May 9, 2001, a consultant related to a Company director exchanged
     the $18,387 debt payable to him by the Company for 73,546  shares of common
     stock in the  Company.  The  exchange  ratio was based upon the May 9, 2001
     closing common stock trading price of $0.25.

     [b] Conversion of Class B shares

     On May 14,  2001,  two  Company  directors,  and  several  persons  related
     thereto,  converted  7,095,750 Class B Special Voting  Non-equity  Stock to
     7,095,750  Class A common  shares in the  Company  as  permitted  under the
     Company's  articles  of  incorporation.   However,   subsequently,  it  was
     discovered that 193,720 of these Class B Special Voting  Non-equity  Stocks
     had already  been  converted  to 193,720  Class A common  shares in a prior
     period. Therefore,  193,720 of the Class A shares issued upon conversion on
     May 14, 2001, will be cancelled.  Upon cancellation,  the number of Class A
     common shares in issuance will be reduced by 193,720. The number of Class B
     shares in issuance is correctly  stated at September  30, 2001,  as 100,000
     and  will  not be  adjusted  upon the  cancellation  of the  Class A common
     shares.



                                       23
<PAGE>

                                     PART IV

Item 14. Exhibits,  Financial  Statement  Schedules and Reports on Form 8K. (a )
Exhibits

Exhibit Number           Title

     3.1       Articles of  Incorporation  as filed with the Nevada Secretary of
               State on December 12, 1995 (1)

     3.2       Certificate  of  Amendment to the  Articles of  Incorporation  as
               filed with the Nevada Secretary of State on January 3, 2000 (2)

     3.3       Certificate  of  Amendment to the  Articles of  Incorporation  as
               filed with the Nevada Secretary of State on January 20, 2000 (2)

     3.4       Bylaws (1)

    10.1       Share Exchange and Finance Agreement dated as of
               December 16, 1999 (2)

    10.2       Security Purchase Agreement The Shaar Fund Ltd (3)

    10.3       Security Purchase Agreement Augustine Fund, L.P. (3)

    10.4       Agreement and Plan of Merger dated as of November 7, 2000
               amongst the Company Inforetech Merger Sub and
               Proshot Golf Inc.(2)

    21.1       Subsidiaries of Registrant. *


* Filed herewith


(1)  Incorporated by reference to the Exhibits to the  Registration Statement on
     Form 10-SB

(2)  Incorporated  by reference to the Exhibits to the Form 8-K filed on Jan 29,
     2001(file number 000-30104)

(3)  Incorporated  by reference  to  Registration  Statement  Form SB-2 filed on
     October 4, 2000

     (b) Reports on Form 8-K on January  29,  2001.  The Company  filed a Report
     with respect to the acquisition of ProShot Golf Inc.



                                       24
<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                                       INFORETECH WIRELESS TECHNOLOGY, INC.


                              By:      /s/ Robert C. Silzer, Sr.
                                       -------------------------------------
                                           Robert C. Silzer, Sr.
                                           Chief Executive Officer

Dated: May 17, 2002

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


By:      /s/ Robert C. Silzer, Sr.                        Dated: May 17, 2002
         -------------------------
             Robert C. Silzer, Sr.
             Chief Executive Officer







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