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, 2002

                                       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 of     (I.R.S. Employer Identification Number)
      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
    -----    -----

<PAGE>

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, 2002 were $0.

The aggregate market value of the Class A Common Equity Voting Stock held by
non-affiliates of the registrant as of March 30, 2003 amounted to approximately
$4.77 million.

Registrant had 86,764,120 shares of Class A Common Equity Voting Stock, $.001
par value per share outstanding as of March 30, 2003.

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

                                        2

<PAGE>

                                TABLE OF CONTENTS

PART I                                                           4
Item  1. Description of Business                                 4
Item  2. Properties                                             10
Item  3. Legal Proceedings                                      10
Item  4. Submission of Matters to a Vote of Security Holders    10

PART II
Item  5. Market for Common Equity and Related Shareholder
         Matters                                                11
Item  6. Management's Discussion and Analysis or Plan of
         Operations                                             11
Item  7. Financial Statements                                   16, F-1 to F-28
Item  8. Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                    17

PART III
Item  9. Directors and Executive Officers of the
         Registrant                                             17
Item 10. Executive Compensation                                 19
Item 11. Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder                20

PART IV
Item 12. Certain Relationships and Related Transactions         21
Item 13. Exhibits and Reports on Form 8-K                       21
Item 14. Controls and Procedures                                21

Signatures

Cerificates


                                        3

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS


INTRODUCTION

Originally founded in 1995 and publicly traded since January 2000, Inforetech
Wireless Technology Inc., ("IWTI"), is engaged in the design, development,
testing and manufacture of its Inforemer line of products and other recreational
devices that all utilize a patented combination of Global Positioning Satellite
("GPS"), two way messaging systems and internet technology.

Inforetech plans to expand into other recreational areas as opportunities
continue to materialize, however its main current emphasis is focused on the
Golf industry with the stated goal of becoming a premier supplier of GPS based
information systems to the international Golfing and recreational arena.

 Providing GPS based information to the Golf industry represents an opportunity
in that it provides for a high-tech need driven solution to the growing problems
of course traffic, congestion and crowding and subsequent need for streamlining
the play and pace of each game, which is fast becoming a real `must have'
addition that every course needs to implement, to improve management
efficiencies with potential advantages of maximizing income potential.

The Company's product line offers the potential to greatly "increase revenues"
for each Golf course, but may result in substantial savings of expenses as well
as adding "significant" and long lasting value to every installed site and at
the same time offers additional enjoyment and satisfaction to patrons.

Another important aspect of GPS Informer based systems is the potential ease and
speed of installation and subsequent initialization of courses that have elected
to be implemented. Attractive financing can also be made available, to maintain
competitive rates for enhanced play.

In recent polls of a cross section of Golfers, 94% of players expressed a
preference to play GPS based courses.

Given the affluent nature of the game, additional research has indicated that
the special services and unique edge provided by the GPS Inforemer(R) and
Inforetech's Overview Management Software amount to an assumable premium that in
many instances can quickly and easily be integrated at most all of the premier
Golfing locations which represent Inforetech's predominant target market.

                                        4

<PAGE>

Overview

There are now 45,000 golf courses Worldwide and new ones are being added daily.
Golf has become a worldwide phenomenon thanks to the multi-generational appeal
of icons of the game. From founding fathers Arnold Palmer and Jack Nicklaus, to
Gary Player and Greg Norman to new new players personified by Tiger Woods and
Sergio Garcia, Golf has truly exploded to become a major Global industry worth
$26 Billion.

This has created a peripheral market for all manner of enhancements to the
sport, from Titanium drivers to a myriad of new innovations that extend to every
part of the entire game.

In just the same way as GPS is now used in guidance systems for precision range
finding and extremely accurate targeting, "Inforetech Wireless Technology" uses
Global Positioning Systems or GPS combined with high-speed wireless
communications technology to deliver sophisticated information systems for the
golf industry, which goes well beyond providing game enhancement.

The company's flagship product is the Inforemer(R). In addition to providing
precision guidance around courses and delivering pin point accuracy locations at
all times, as part of its economic model, it creatively serves a dual purpose by
providing full golf course management, effectively monitoring pace-of-play
issues, increasing course revenues and profits, while providing a digital caddy
and communications quality of the golfing experience as a whole by placing
functionality, convenience and user-friendliness at their respective user's
fingertips. The company's mission is to achieve and maintain a leading position
as the international developer and provider of GPS based golf enhancement
devices that can also extend to many other GPS based recreational endeavors that
are expected to evolve, unfold and develop over time.

                                        5

<PAGE>

The Company is the provider of GPS based golf solutions that offer both
hand-held and cart-based products with the opportunity for the courses to mix
and match products and select the price range acceptable to them. . 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
increasing 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.

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 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. Growth is not limited to anyone
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.

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 (v) building brand awareness.

In an effort to keep its fixed costs to a minimum, the Company has entered into
a manufacturing agreement with a leading electronics product manufacturer.
Marketing and distribution will be carried out by distributors in key locations
throughout the world.

                                        6

<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.

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.

                                        7

<PAGE>

     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:

     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 rive days immediately preceding the date of release. The
Company intends to convert the $1,118,000 if and when it is able to payoff 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.

                                       8

<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.Sm line of credit had been unconditionally
released.

At the time of the ProShot acquisition the Company placed 960,090 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 has filed a petition under Chapter 7, of the US Bankruptcy Code with
respect to ProShot and is awaiting full release.

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 additional 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.

                                        9

<PAGE>

ITEM 2.  PROPERTIES

The principal executive offices of the Company are located in Vancouver, BC,
Canada in an approximately 5,000 square foot facility. The current lease expires
in 2006 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 has been threatened with potential litigation from its previous
auditors for an amount of approximately $200,000 by its former auditors, Ernst &
Young LLP. A settlement agreement has been reached with them whereby $55,000
of the debt has been settled with post-dated cheques with the agreement that
further negotiations will take place before any action is taken on the
remainder.

Lawsuits have been threatened by the "ProShot Guarantors" for the completion of
their agreement, which requires the issue of additional stock. Negotiations are
currently taking place to settle this threat.

An action has been taken against the Company by La Jolla Investments alleging
that the Company did not convert warrants to stock when the warrant holder
elected. The Company has vigorously defended this action.

The Company's wholly owned subsidiary, Inforetech Golf Technology 2000 Inc.
(IGT) is a defendant in a number of lawsuits principally arising from vendor
debt, which in the aggregate are not material to the Company in view of the
bankruptcy proceedings of IGT. Both IGT and ProShot have filed Chapter 7
petitions under the federal bankruptcy laws.

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 2002.

                                       10

<PAGE>

                                     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, 2002              High            Low
First Quarter                             0.07            0.01
Second Quarter                            0.02            0.01
Third Quarter                             0.08            0.075
Fourth Quarter                            0.08            0.04


As of March 30, 2002 the number of security holders of record of the Company's
Class A Stock was approximately 253.

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.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations:

As at December 31, 2002, the Company was still in the product development stage
of its growth and had no revenue.

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 were reclassified to discontinued operations.

                                       11

<PAGE>

Administration

Administration expenses decreased by $488,046 from $2,117,565 for the year ended
December 31, 2001 to $1,629,519 for the year ended December 31, 2002.
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 decreased by 6% from $85,730 to $80,821. This
decrease is attributable to a decrease in the property and equipment asset base.

Sales and marketing

Sales and marketing expenses decreased by $508,505 from $510,410 for the year
ended December 31, 2001 to $1,905 for the year ended December 31, 2002 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 decreased by 41% for the year ended December 31, 2002
as opposed to the year ended December 31, 2001. This $201,828 decrease is
attributable to the fact that the Company's product reached its final stages of
development during 2002 and was ready for distribution to the marketplace.

Finance Costs

The decrease in finance costs of $1,335,486 from $1,928,333 for the year ended
December 31, 2001 to $592,847 for the year ended December 31, 2002, is due to
the decrease 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 55% from $224,183 for the year ended December 31,
2001 to $347,909 for 2002. This $123,726 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.

Gain (Loss) on Extinguishment of Debt

During 2002 the Company settled various account payables which resulted in a
loss on extinguishment of debt in the amount of $36,778.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 recorded a
loss of $292,851 based on the difference between the fair value of the common
shares issued and the carrying value of the debt settled.

                                       12

<PAGE>

Liquidity And Capital Resources

At December 31, 2002 the Company had significant debt liabilities. At December
31, 2002 the working capital deficit was $9,984,763 compared to $9,257,155 at
December 31, 2001.

Operating activities used cash of $934,385 and $1,562,523 for the year ended
December 31, 2002 and December 31, 2001 respectively. The decrease in cash usage
was principally attributable to, the decrease in net loss from operations of
$2,947,256, payment of expenses with stock and convertible debt of $852,834, the
amortization of convertible debt of $585,957 and the increase in accounts
payable and other liabilities, offset by the loss from discontinued operations
in 2001.

Financing for the year ended December 31, 2002 provided cash of $1,087,295 as
opposed to $754,388 in 2001. In 2002 the Company raised $65,000 from the
issuance of common stock, $883,395 from the issuance of convertible debt and
$69,094 of loans from bank indebtedness and $69,806 from other loans. In 2001
the Company raised a total of $100,000 of equity from the sale of common stock
and $45,000 from the sale of share purchase warrants. The company raised
$1,231,868 in bank financing and $1,185,000 in other loans offset by $2,209,544
in payments on ProShot debt.

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 31,2002 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. 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 1O-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.

                                       13

<PAGE>

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.

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.

                                       14

<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 rive days immediately preceding the date of release. The
Company intends to convert the $1,118,000 if and when it is able to payoff 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.Sm line of credit had been unconditionally
released.

At the time of the ProShot acquisition the Company placed 960,090 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 has filed a petition under Chapter 7, of the US Bankruptcy Code with
respect to ProShot and is awaiting full release.

                                       15

<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' Deficit                           F - 4

       Statements of Cash Flows                                      F - 5-6

       Notes to Financial Statements                            F - 7 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, 2002, and the related consolidated
statements  of  operations,  stockholders'  deficit and cash flows for the years
ended  December  31,  2002  and  2001.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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, 2002 and the results of its operations and its
cash flows for the years ended  December  31, 2002 and 2001 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/Sherb & Co., LLP
                                               ----------------
                                               Sherb & Co., LLP
                                               Certified Public Accountants

April 14, 2003
New York, New York


                                       F-1

<PAGE>

              INFORETECH WIRELESS TECHNOLOGY, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET


                                December 31, 2002

Assets

Current

      Cash                                                     $    66,852
      Accounts receivable                                            2,018
      Inventories                                                  130,056
      Prepaid expenses and other current assets                     59,764
                                                                ----------
                                                                   258,690

Property and equipment, net                                         75,576
                                                                ----------

                                                               $   334,266
                                                                ==========
Liabilities And Stockholders' Deficit

Current liabilities

      Bank loan                                                $    69,094
      Loan payable in default                                    1,185,000
      Accounts payable and accrued liabilities                   3,491,912
      Guarantee of debt of discontinued operations               1,118,000
      Capital leases in default                                     29,467
      Promissory notes                                           1,620,469
      Convertible loans                                            470,895
      Convertible loans - related parties                          262,607
      Promisory notes - related parties                            683,759
      Liabilities of discontinued operations                     1,312,250
                                                                ----------
                                                                10,243,453


Convertible debt                                                 1,703,317
                                                                ----------

                                                                11,946,770
                                                                ----------
Stockholders' deficit

      Class A common stock, $.001 par value, 100,000,000
      authorized, 77,372,467 issued and outstanding                 77,372
      Class B common stock, $.001 par value, 10,000,000
      authorized, 100,000 issued and outstanding                       100
      Accumulated other comprehensive income                       722,295
      Additional paid-in capital                                19,220,976
      Accumulated deficit                                      (31,633,247)
                                                                ----------
         Total stockholders' defict                            (11,612,504)
                                                                ----------
                                                                 $ 334,266
                                                                ==========

          See accompanying notes to consolidated financial statements

                                      F-2

<PAGE>

              INFORETECH WIRELESS TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS


                                                For the Years Ended December 31,
                                                --------------------------------
                                                     2002             2001
                                                -------------      -------------
Operating Expenses

      Administration                            $ 1,629,519       $ 2,117,565
      Depreciation and amortization                  80,821            85,730
      Sales and marketing                             1,905           510,410
      Research and development                      292,256           494,084
                                                  ---------         ---------
                                                  2,004,501         3,207,789
                                                  ---------         ---------
Loss Before Other Income (Expense)               (2,004,501)       (3,207,789)
                                                  ---------         ---------
Other Income (Expense)

      Finance costs                                (592,847)       (1,928,333)
      Interest expense                             (347,909)         (224,183)
      Gain (loss) on foreign exchange                34,779          (483,441)
      Gain (loss) on extinguishment of debt         (36,778)          292,851
                                                  ---------         ---------
                                                   (942,755)       (2,343,106)
                                                  ---------         ---------
Loss From Continuing Operations                  (2,947,256)       (5,550,895)

Loss From Discontinued Operations                      -           (9,680,675)
                                                  ---------        ----------
Net loss for year                             $  (2,947,256)    $ (15,231,570)
                                                  =========        ===========

Loss per common share - basic and diluted
      Continuing operations                       $ ( 0.06)         $  ( 0.24)
      Discontinued operations                          -               ( 0.41)
                                                 -----------       -----------
                                                  $ ( 0.06)         $  ( 0.65)
                                                 ==========        ==========
Weighted average number of common shares
outstanding - basic and diluted                  49,629,227        23,355,677
                                                 ==========        ==========




          See accompanying notes to consolidated financial statements

                                      F-3
<PAGE>

             INFORETECH WIRELESS TECHNOLOGY, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


<TABLE>
<CAPTION>


                                      Class A Common Stock  Class B 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>

Balance, January 1, 2001               11,298,745   $ 11,299  7,002,030  $ 7,002 $10,005,305  $     -     $(13,454,421) $(3,430,814)

Acuisition 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 on 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
Conversation of convertible notes       2,481,164      2,481       -        -         96,117        -             -          98,598
Common stock issued as finder's fee     1,500,000      1,500       -        -         73,500        -             -          75,000

Comprehensive Loss:
Net loss                                     -          -          -        -           -                  (15,231,570) (15,231,570)
Foreign currency translation 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)

Stock options issued for executive
 compensation                                -          -          -        -         60,029         -            -          60,029
Detachable warrant on convertible
 loan                                        -          -          -        -         52,287         -            -          52,287
Common stock issued for related
 party debt                               790,624        791       -        -         24,500         -            -          25,291
Common stock issued for services       15,323,909     15,324       -        -        856,717         -            -         872,041
Common stock issued on conversion
 of debt                               17,186,468     17,186       -        -        294,078         -            -         311,264
Common stock issued for cash            2,500,000      2,500       -        -         62,500         -            -          65,000
Common stock issued for accounts
 payable                                1,405,764      1,406       -        -         48,296         -            -          49,702
Common stock issued for wages
 payable                                4,650,543      4,650       -        -         60,754         -            -          65,404
Common stock issued for accounts
 payable in prior year returned
 and cancelled                         (3,733,993)   ( 3,734)      -        -       (182,966)        -            -       ( 186,700)

Comprehensive Loss

Net loss                                     -          -          -        -           -            -     ( 2,947,256)  (2,947,256)
Foreign currency translation
 gain (loss) net of taxes of $0              -          -          -        -           -       ( 83,899)         -         (83,899)
                                                                                                                       -------------
Total Comprehensive Loss                     -          -          -        -           -            -            -      (3,031,155)
                                       ----------   --------    -------  ------- -----------  ---------- ------------- -------------
Balance December 31, 2002              77,372,467   $ 77,372    100,000  $   100 $19,220,976  $  722,295 $ (31,633,247)$(11,612,504)
                                       ==========   ========    =======  ======= ===========  ========== ============= =============

</TABLE>


          See accompanying notes to consolidated financial statements

                                       F-4

<PAGE>

              INFORETECH WIRELESS TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                For the Years Ended December 31,
                                                --------------------------------
                                                       2002             2001
                                                 --------------   --------------
Cash Flow From Operating Activities

 Net loss from operations                         $ ( 2,947,256)  $ (15,231,570)
                                                   ------------    -------------
 Adjustments to reconcile net loss to
   net cash used in operating activities:
   Depreciation and amortization                         80,821       1,696,063
   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           21,311          47,271
   Expenses paid by issuance of stock                   572,041         115,500
   Interest converted to stock                           54,764            -
   Interest converted to convertible debt               166,000            -
   Stock based compensation                              60,029         521,376
   Accretion of benefit related to convertible
    debt                                                   -            309,425
   Accretion of finance costs related to warrants
    and options                                            -            749,406
   Amortization of finance costs                        585,957         171,268
   Bad debt expense                                        -            343,945
   Common stock issued in consideration of debt
    financing                                              -            238,600
   Extraordinary loss on settlement of debt                -            201,458

 Changes in operating assets and liabilities:
   Accounts receivable                                  ( 2,018)         38,822
   Investment in leases                                    -          1,348,631
   Prepaid expenses and deposits                       ( 19,957)        110,413
   Inventories                                         ( 31,008)        331,744
   Deposits                                                -           ( 27,473)
   Other assets                                            -             34,130
   Accounts payable and accrued liabilities             224,930       3,506,465
   Other liabilities                                    300,000         113,402
                                                      ---------      -----------
Net Cash Used In Operating Activities                 ( 934,386)    ( 1,562,523)
                                                      ---------      -----------
Cash Flow From Investing Activities
   Purchase of property and equipment                   ( 4,488)       ( 66,902)
   Purchase of course equipment                            -          ( 121,069)
   Proceeds from disposal of furniture and
    equipment                                             2,217             643
   Costs of acquisition of ProShot Golf, Inc.              -           ( 48,000)
   Cash acquired upon the acquisition of
    ProShot Golf, Inc.                                     -            272,237
   Restricted cash                                         -           ( 35,385)
                                                       --------       ----------
Net Cash Flow From (Used In) Investing Activities       ( 2,271)          1,524
                                                       --------       ----------

                                                                     (Continued)


          See accompanying notes to consolidated financial statements

                                      F-5

<PAGE>

              INFORETECH WIRELESS TECHNOLOGY, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

Cash Flow From Financing Activities
   Common stock issued for cash                          65,000         100,000
   Share purchase warrants issued for cash                 -             45,000
   Principal payments under capital lease obligations      -            ( 6,024)
   Payments on lease contract obligations                 7,105     ( 2,203,520)
   Borrowings on lease contract obligations                -            549,464
   Loan proceeds                                         50,712       1,185,000
   Loans from related parties                            11,989            -
   Finder's fee                                            -           ( 47,400)
   Loan repayments                                         -          ( 100,000)
   Borrowings under bank indebtedness                    69,094       1,231,868
   Borrowing on convertible loans                       883,395            -
                                                     ----------      -----------
Net Cash Flow From Financing Activities               1,087,295         754,388
                                                     ----------      -----------
Effect Of Exchange Rate On Cash                        ( 83,899)        806,194
                                                     ----------      -----------
Net Increase (Decrease) In Cash                          66,739           ( 417)

Cash, Beginning Of Year                                     113             530
                                                     ----------      -----------
Cash, End Of Year                                    $   66,852      $      113
                                                     ==========      ===========
Non-Cash Investing And Financing Activities

   Common stock issued on conversion of convertible
    notes                                            $  311,264       $ 304,606
   Common stock issued to settle debt                    25,291         491,854
   Common stock issued for services                     872,041         258,511
   Warrants issued for services                            -             52,500
   Beneficial conversion features                          -            309,425
   Warrants issued in consideration of debt financing    52,287         712,300
   Stock options issued for executive compensation       60,029             -
   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                                             115,106        179,044
   Common stock issued in prior year in settlement
    of accounts payable                               ( 186,700)          -




          See accompanying notes to consolidated financial statements

                                      F-6

<PAGE>

              Inforetech Wireless Technology Inc. and Subsidiaries
                              Notes to Consolidated
                              Financial Statements

                 For the years ended December 31, 2002 and 2001


1.       Nature of Operations

         Inforetech Wireless Technology, Inc., (the "Company" or "Inforetech") a
         Nevada corporation, is 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, 2002, the
         Company had substantially all of its assets and operations in Canada.

         The Company's wholly owned subsidiary, Inforetech Golf Technology 2000
         Inc. (IGT), which had participated with the Company in the development
         of its technology, filed petition for relief under Chapter 7 of the
         federal bankruptcy laws of the United States Bankruptcy Court December
         19, 2002 and ceased operations. These financial statements reflect the
         operations of the Company and of IGT up until the time it ceased
         operations and its assets and liabilities at that time and have not
         been adjusted to reflect the bankruptcy filing.

         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.

         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


                                       F-7
<PAGE>

         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

         On May 31, 2002 ProShot filed 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 these filings.

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 $31,633,247 at
         December 31, 2002 and, as of that date, a working capital deficiency of
         $9,984,763. 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-8

<PAGE>

         Use of Estimates

         The preparation of financial statements in conformity with accounting
         principals generally accepted in the United States of America 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 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 of 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.


                                       F-9

<PAGE>

         Depreciation expense for the years ended December 31, 2002 and 2001 was
         $80,821 and $85,730, respectively.

         Inventories

         Inventories are stated at the lower of cost or market, determined on an
         average cost basis, and consist of raw material parts, work in process
         and finished products ready to ship to customers.

         Stock Based Compensation

         Statement of Financial Accounting Standards No. 123, "Accounting for
         Stock-Based Compensation" ("SFAS 123"), encourages, but does not
         require, companies to record compensation cost for stock-based employee
         compensation plans at fair value. The Company has chosen to account for
         stock-based compensation using the intrinsic value method prescribed in
         Accounting Principles Board Opinion No. 25, "Accounting for Stock
         Issued to Employees", and related Interpretations. Accordingly,
         compensation cost for stock options is measured as the excess, if any,
         of the estimated fair value of the Company's stock at the date of the
         grant over the amount an employee must pay to acquire the stock. The
         Company has adopted the "disclosure only" alternative described in SFAS
         123 and SFAS 148, which require pro forma disclosures of net income and
         earnings per share as if the fair value method of accounting had been
         applied.

         The following table presents pro forma net loss and per share amounts
         as if the fair value method had been applied to employee stock options
         granted:

                                                  2002                 2001
                                                 ------               ------
         Net loss as reported               $ (2,947,256)        $ (15,231,570)

         Pro forma compensation expense            -0-                  83,930
                                            ------------         --------------
         Pro forma net loss                 $ (2,947,256)        $ (15,315,500)
                                            ============         ==============

         Net loss per share:
                                                  2002                 2001
                                                 ------               ------
         Basic and diluted, as reported         $ 0.06               $ 0.65
         Basic and diluted, pro forma           $ 0.06               $ 0.66

                                      F-10

<PAGE>

         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 April 2002,  the FASB issued SFAS No. 145  "Rescission of FASB
         Statements  No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
         Technical  Corrections."  This statement  rescinds SFAS No. 4,
         "Reporting Gains and Losses from  Extinguishment of Debt," and an
         amendment of that statement,  SFAS No. 44,  "Accounting for Intangible
         Assets of Motor  Carriers," and SFAS No. 64,  "Extinguishments of Debt
         Made to Satisfy  Sinking-Fund  Requirements." This statement amends
         SFAS No. 13, "Accounting for Leases," to eliminate  inconsistencies
         between the  required  accounting  for  sale-leaseback  transactions
         and the required accounting  for certain  lease  modifications  that
         have  economic  effects that are similar to  sale-leaseback
         transactions. Also,  this statement  amends other existing
         authoritative  pronouncements  to make various  technical  corrections,
         clarify meanings,  or describe their applicability  under changed
         conditions.  Provisions of SFAS No. 145 related to the rescission of
         SFAS No. 4 were  effective  for the  Company on November  1, 2002 and
         provisions  affecting  SFAS No. 13 were  effective  for transactions
         occurring after May 15, 2002.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities." This statement covers
         restructuring type activities beginning with plans initiated after
         December 31, 2002. Activities covered by this standard that are entered
         into after that date will be recorded in accordance with the provisions
         of SFAS No. 146. Management does not believe there will be a
         significant impact on our consolidated financial position or results of
         operations.

         In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
         Compensation-Transition and Disclosure," which provides alternative
         methods of transition for a voluntary change to fair value based method
         of accounting for stock-based employee compensation as prescribed in
         SFAS 123, "Accounting for Stock-Based Compensation." Additionally, SFAS
         148 required more prominent and more frequent disclosures in financial
         statements about the effects of stock-based compensation. The
         provisions of this Statement are effective for fiscal years ending
         after December 15, 2002, with early application permitted in certain
         circumstances. The Company has adopted the disclosure provisions in
         these consolidated financial statements as disclosed above under Stock
         Based Compensation.

                                      F-11

<PAGE>

         In November 2002, the FASB Issued FASB interpretation (FIN) No. 45
         "Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Other." FIN No. 45
         requires guarantor to recognize, at the inception of a qualified
         guarantee, a liability for the fair value of the obligation undertaken
         in issuing or modified after December 31, 2002. Management does not
         expect adoption of this Interpretation to have a material impact on the
         Company's financial condition or results of operations.

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 amount 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
         are 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.

         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, were released to the Guarantors.

                                      F-12

<PAGE>

         ProShot, based in California, is a manufacturer of global position
         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 theses 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                                     $      (3,748,557)
                                                                 ============


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



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.


                                      F-13

<PAGE>

         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 to obligation of the
         Company to indemnify the Guarantors for any losses of payments under
         the loan agreement with the Bank up to $1,000,000 and the obligation of
         a Company of Credit outstanding in favour of The Associates and Trimble
         Navigation, Ltd. currently totalling $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 favourable
         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 to 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, 2002 property and equipment consisted of the following:

         Office equipment                                $            184,206
         Computer software                                             47,632
         Leasehold improvements                                        73,531
         Tooling                                                       16,508
                                                                       ------
                                                                      321,877
         Less:  accumulated depreciation                             (246,301)
                                                                    ---------

                                                         $             75,576
                                                                    =========

                                      F-17

<PAGE>

7.       CAPITAL LEASES

         The Company's subsidiary IGT leased certain equipment under capital
         lease agreements that expire at various dates through January 2006.
         During 2002 IGT defaulted on those leases and surrendered the equipment
         to the leasing company. The leasing company took action in the Supreme
         Court of British Columbia for the balances outstanding on the leases.
         No liability is expected to accrue to the Company as a result of these
         actions, but the balance of the leases have been shown as a current
         liability at December 31, 2002.

8.       DEBT

         The company and its subsidiaries have significant debt liabilities. The
         following table is a summary of debt at December 31, 2002.

        Convertible note (a)                               $        478,743
        Convertible debt (a)                                        893,146
        Partially convertible note (c)                              331,428
        Loan payable in default (b)                               1,185,000
        Note payable - related parties (Note 12c)                   683,759
        Convertible loans - related parties (Note 12d)              262,607
        Promissory notes (c)                                      1,620,469
        Convertible loans (d)                                       470,895
                                                                -----------
        Total Debt                                                5,926,047
        Less Current Portion                                     (4,222,730)
                                                                -----------

        Total Long-Term Debt                               $      1,703,317
                                                                ===========

         [a]      Effective August 4, 2000, and amended by agreement dated
                  September 26, 2002, 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, 2005 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 2002 and 2001, $124,992 and $109,380,
                  respectively, of the discount was amortized and included in
                  financing costs, leaving an unamortized debt discount of
                  $151,257.

                                      F-18

<PAGE>

                  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 paid-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, which was fully amortized at December 31,
                  2001. $196,500 was converted during the current year.

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

                  Effective August 4, 2000, amended by agreement dated October
                  29, 2002 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
                  November 2, 2007 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. The
                  amending agreement also added interest accrued as at the
                  amendment date of $166,000 to principal.

                  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 2002 and 2001, $73,068 and $73,048,
                  respectively, of the discount was amortized and included in
                  financing costs, leaving an unamortized debt discount of
                  $169,834. There is a further unamortized balance of $23,020
                  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 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 $-0- in 2002 and
                  $223,909 for 2001, which was fully amortized at December 31,
                  2001. $60,000 was converted during the year

                                      F-19

<PAGE>

         [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.
                  Negotiations are currently in process to change the terms of
                  this note.

         [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 ProShot's attorneys. 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, 2002,
                  interest of $405,636 has been accrued on the above notes.

         [d]      In October 2001,  amended by agreement on September 26, 2002,
                  the Company  entered into two 8% convertible  notes for
                  $25,000 each which mature on March 31, 2005.

         [e]      On November 1, 2002 the Company entered into a loan agreement
                  with WHAG Investment LLC in the amount of $500,000 bearing
                  interest at 8% per annum payable quarterly in arrears, for a
                  term of 12 months and extendable for an additional 6 months.
                  At the option of the holder, this note may be increased to
                  $1,000,000 under the same terms. A warrant was granted to
                  purchase 1,785,714 common shares of the Company at $0.07 per
                  share and expiring October 31, 2005.

                  Up to 50% of this note may be converted in the first 6 months
                  at the closing price on November 1, 2002 ($0.056) and at the
                  greater of that price and 70% of the closing price on the date
                  of conversion thereafter.

                                      F-20

<PAGE>

                  The proceeds ($375,000 up to the year end) have been allocated
                  between the debt ($322,713) and the warrants ($52,287) 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 one-year term
                  of the note. During 2002, $8,874 was amortized and included in
                  financing costs, leaving an unamortized debt discount of
                  $43,572.

                  In December 2002 the Company entered into a loan agreement
                  with a contractor for the Company in the amount of $50,000.
                  The loan has no specific terms of repayment and bears no
                  interest.

9.       STOCKHOLDERS' DEFICIT

         In conjunction with the acquisition and recapitalization described in
         Note 1, the Company 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 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 one to one basis.

         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 expired on
         August 7, 2002. The warrant exercise price was 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 option was
         not exercised.

         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, a loss on debt extinguishments 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.

         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.

                                      F-21

<PAGE>

         On June 29, 2001, the Company signed a two-month consulting agreement
         for the provision of the 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 gain on the extinguishments of debt. An additional
         147,669 shares were issued in December 2001 to settle debt.

         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.


                                      F-22
<PAGE>

         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 shares had a market price of $75,000 on
         October 18, 2001 which was recorded as financing expense.

         On January 16, 2002, 1,000,000 shares that had been issued to settle
         outstanding wages payable in 2001 were returned to the Company and
         cancelled. The value of the shares at the time of issue was $50,000 and
         share capital and paid in capital were reduced accordingly.

         On January 17, 2002, 1,425,000 shares were issued at the market price
         to consultants in payment for services.

         On January 29, 2002, 290,624 shares were issued to a related party in
         settlement of an outstanding debt.

         On various dates in January and February, 2002, a total of 580,404
         shares were issued at market in settlement of outstanding wages.

         On February 8, 2002, 500,000 shares were issued at market to a
         consultant for services rendered.

         On March 11, 2,733,993 shares that had been issued in 2001 to settle
         outstanding wages were returned to the Company and cancelled.

         On March 15, 2002 200,000 shares were issued at market price in
         settlement of outstanding wages.

         During April 2002, 3,050,000 shares were issued at market to a
         consultant for services.

         Between June 14 and December 12, 2002, Augustine Funds, L.P. converted
         a total of $231,264 [$196,500 principal and $34,764 interest] of its
         Series A 8% convertible note due from the Company into 15,186,468
         common shares in the Company. The conversion prices, ranging from
         $0.0255 to $0.045 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.

                                      F-23

<PAGE>

         On July 30, 2002 the Company issued 2,000,000 shares at market price to
         a consultant for cash and a further 500,000 shares for services.

         On September 11, 2002 the Company issued 500,000 shares at market to a
         related party as payment on an outstanding debt.

         On September 12, 2002 the Company issued 1,500,000 shares at market
         price to a consultant for services.

         On September 18, 2002 the Company issued 451,851 shares at market price
         of $0.0255 in payment of outstanding accounts payable and a further
         953,913 shares at a previously negotiated price of $0.045 in payment of
         an outstanding account payable.

         On various dates between September 18 and December 18, 2002 the Company
         issued 8,348,909 shares at market price to consultants for services.

         On various dates between September 27, 2002 and December 3, 2002, the
         Company issued a total of 3,448,280 to former executives of the Company
         in settlement of cashless options which had been issued in settlement
         of outstanding wages.

         On November 4, 2002, Sharr Fund Ltd. converted $80,000 of the principal
         balance of its Series A 8% convertible debenture and outstanding
         interest of $64,654 due from the Company into 2,000,000 common shares
         in the Company. The conversion price of $0.039406 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.

         On November 6, 2002 the Company issued 9,615 shares at market in
         settlement of outstanding wages.

         On December 18, 2002 the Company issued 250,000 shares at market to an
         executive of the Company in settlement of outstanding salary.

         On December 30, 2002, the Company issued 500,000 common shares at
         market for cash and 162,244 shares to a former employee in settlement
         of outstanding wages.

                                      F-24

<PAGE>

10.      STOCK PURCHASE WARRANTS

         At December 31, 2002, Class A Stock purchase warrants were outstanding
         as follows:


         Number of Class A shares     Exercise price $     Month of expiration
               inssuable

                100,000                    6.25                 August 2005

                100,000                    6.25                 August 2005

              1,785,714                   0.056                October 2005

              3,500,000                    6.20                  April 2006

                250,000                    6.28                   July 2006

              5,735,714

         Warrants issued, exercised, cancelled and expired in the Year ended
         December 31, 2002.

         During the year ended December 31, 2002, warrants to purchase 1,785,714
         shares of the Company's common stock at $0.07 were issued to WHAG
         Investment LLC. Expiring on October 31, 2005

         No warrants were exercised during the year ended December 31, 2002.

         336,500 warrants expired during the year ended December 31, 2002.

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 authorized 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.

                                      F-25

<PAGE>

         On July 15, 2002, the Company's Board of Directors passed a resolution
         amending the 2001 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 14,000,000 and adopting the 2002
         Stock Compensation Plan, which provides for the issue of up to
         1,250,000 shares at $0.02 per share and 1,250,000 at $0.03.

         On July 31, 2002, the Company's Board of Directors passed a resolution
         providing for the issue of cashless options to 2 former executives of
         the Company to acquire a total of 8,003,875 shares of the Company at a
         deemed price of $0.0075 in settlement of outstanding salaries. Options
         covered by this resolution were issued on September 9, 2002 resulting
         in an administrative cost of $60,029. As of December 31, 2002,
         3,448,280 of these options had been exercised leaving a balance
         outstanding of 4,555,595.

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

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

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

         Granted                               8,003,875              .0075

         Exercised                            (3,448,280)             .0075
         ---------------------------  ---------------------------  -------------

         Balance December 31, 2002             5,655,595              0.045

         The following table summarizes the outstanding and exercisable options
         as at December 31, 2002


            Exercise            Number          Weighted-average      Number
             prices           outstanding          remaining        exerciseable
                $                  #            contractual life         #
         ---------------  ------------------  -------------------- -------------

              0.20             1,100,000             3.00            1,100,000
         ---------------  ------------------  -------------------- -------------

             0.075             4,555,595             4.69            4,555,595
         ---------------  ------------------  -------------------- -------------

                                      F-26


<PAGE>

12.      RELATED PARTY TRANSACTIONS


[a]      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, 2002.
         Accordingly, the interest has not been accrued.

[b]      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.

13.      COMMITMENTS AND CONTINGENCIES

         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, 2002 and December 31, 2001 was
         $70,885 and $139,234, respectively. This table shows future minimum
         lease commitments under the leases at December 31, 2002.


                2003                            64,041
                2004                            58,646
                2005                             4,167
                2006                              -
                                           ------------
                                         $     126,854
                                           ============

         Legal Proceedings

         The Company has been threatened with potential litigation from its
         previous auditors for an amount of approximately $200,000, which is
         included in accounts payable. A settlement agreement has been reached
         with them whereby $55,000 of the debt has been settled with post-dated
         cheques with the agreement that further negotiations will take place
         before any action is taken on the remainder.

         Lawsuits have been threatened by the "ProShot Guarantors" for the
         completion of their agreement, which requires the issue of additional
         stock. Negotiations are currently taking place to settle this threat.

         An action has been taken against the Company by La Jolla Investments
         alleging that the Company did not convert warrants to stock when the
         warrant holder elected. The Company has vigorously defended this
         action.

         The Company's wholly owned subsidiary, IGT is a defendant in a
         number of lawsuits principally arising from vendor debt, which in the
         aggregate are not material or accounted for on the books. Both IGT and
         ProShot have filed Chapter 7 petitions under the federal bankruptcy
         laws. The financial statements have not been adjusted to reflect the
         bankruptcy filings.

         Employment Agreement

         The Company  entered  into a five year  employment  agreement  with  an
         executive  on  September 1, 2002.  The  executive  will  be paid a base
         salary of $60,000 from September 2002 to January 2003,  and $80,000 for
         2003 with the years 2004 and 2005 open for negotiations.

                                      F-27

<PAGE>

14.      INCOME TAXES

         The Company is subject to United States federal and state income taxes
         at an approximate rate of 34% and is subject to Canadian federal and
         provincial combined tax rates of approximately 45%. It eligible for a
         credit against its Canadian taxes of amounts approximating its US
         taxes.

         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:


                                                            2002         2001
                                                         ----------  -----------
                                                           $ 000's      $ 000's
                                                         ----------  -----------
        Tax expense (recovery) at U.S. statutory rates    (1,002)      (5,178)

        Lower (higher) effective Canadian income taxes      (137)        (517)

        Change in valuation allowance                        340        1,913

        Non-deductible expenses                              805        3,782
                                                         ----------   ----------
        Income tax provision (recover)                        -           -
                                                         ==========   ==========

         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:

                                                            2002         2001
                                                         ----------   ----------
                                                           $ 000's      $ 000's
                                                         ----------   ----------

        Net operating loss carryforwards                    5,708       4,903
        Research expenditures for Canadian tax purposes     1,170       1,170
                                                         ----------   ----------
        Total deferred tax assets                           6,878       6,073
                                                            6,878       6,073
                                                         ----------   ----------
        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 $2,300,000, which will expire in the year 2022. 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.

                                      F-28



<PAGE>

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

There were no changes and disagreements with accountants on accounting and
financial disclosure during the year.

ITEM 9. 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, 2003. The Board of Directors of the Company is comprised of only
one class. 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.

Robert C. Silzer, Sr. - Chairman, Chief Executive Officer and Director

Robert C. Silzer, Sr. ("Bob") is the founder, Chairman and Chief Executive
Officer of InFOREtech Wireless Technology. Under his guidance, the company
developed the world's first hand held, portable information system for the golf
industry - the Inforemer(R). His visionary leadership has been instrumental in
all aspects of developing and bringing to market the company's first commercial
product. Bob is also leading the corporate strategy to expand the company's
proprietary technology applications to other recreational industries.

Bob is a seasoned businessman and successful entrepreneur having a long history
with companies developing innovative products. Bob's extensive management
experience with both private and public corporations includes raising over 100
million dollars in capital and commercializing new products throughout North
America, Europe, and Asia.

Bob has a significant personal financial stake in the company.

Robert Sundberg. C.A. - Chief Financial Officer

Robert (Bob) Sundberg comes to the Company with over 40 years experience as a
Chartered Accountant. Originally from Alberta, where his highly successful
career was spent in the public accounting field, servicing small to medium size
clients as an auditor, accountant and financial and tax advisor, he is a Life
Member of the Institute of Chartered Accountants of Alberta as well as a member
of the Institute of Chartered Accountants of British Columbia. In 1994, seeking
a more congenial climate, he moved to Vancouver, where he has been in the
business of advising start-up and other small public companies as well as a
select group of private businesses. Bob joined the Company in December of 2002
as a consultant and February 1, 2003 became the full time CFO.

                                       17

<PAGE>

Alex Doaga, MSc. - Vice President, Engineering

Alex's background encompasses over twelve years of business and engineering
management experience in the hi-tech industries. After two years in the
automobile design and manufacturing industry, Mr. Doaga focused on emerging
telecommunications opportunities and founded two successful start-up companies
in the Cable TV and Data Communication industries, leading both of them to
national recognition. In 1999 he managed a successful license application
project for a national microwave wireless communication system. Since 1996, Mr.
Doaga has been actively involved in managing product design and development of
wireless and GPS based systems. He holds a Masters Degree in Automotive
Engineering from the Polytechnic University of Bucharest and a Diploma in Data
Communications from Langara College of Vancouver.


Rick Horrow - Director

Rick Horrow is considered an innovator in the field of sports law and an
accomplished financier with an impressive roster of profitable public and
private sports partnerships, Mr. Horrow is the founder and president of South
Florida-based Horrow Sports Ventures, the most respected name in sports
consultancy throughout the world, responsible for the development,
implementation and modernization of many of the 69 NFL, NBA, NHL, and Major
League Baseball stadiums and arenas in North America. As president of Horrow
Sports Ventures, he successfully negotiated the strategic sale of a substantial
equity position from his company to Omnicom Group, Inc.

Rick Horrow's experience in the industry has led to the creation of the $228
million Kansas International Speedway, the successful approval of a $250 million
single-issue public facility referendum in Oklahoma City, the largest in U.S.
history, and has testified before the Senate Committee on the Judiciary on
behalf of sports teams, owners, and developers.

Mr. Horrow consults with the PGA TOUR on public funding initiatives, serves as
Development Advisor for Great White Shark Enterprises, and has also been
involved with the Jack Nicklaus Golden Bear companies. He has participated in
facility development for the Ladies Professional Golf Association, and has
worked with the State of Virginia to design and implement a master plan for the
development of golf course real estate projects for the public sector. Dubbed
the "Sports Professor" by the sports industry, he served as an expert
commentator for Fox Sports Network, ESPN, Fox Sports Biz and is currently the
Sports Business Analyst for CNNfn, Fox Sports Radio, Sporting News Radio, CBS
Sportsline and USA Today / XM Satellite Radio. Mr. Horrow has also been involved
in major facility deals with the National Football League, Major League
Baseball, National Basketball Association, NASCAR, Major League Soccer, the
NASDAQ 100 tennis tournament and the United States Department of Commerce
Business Development Center.

                                       18

<PAGE>

Douglas J. Wood - Director

Mr. Wood began his career as a financial analyst, and later, senior financial
analyst for Rockwell as part of the Defense Electronic Operations department,
based out of Anaheim, California. He then moved on to Kennemetal, Inc., where he
served as Project Manager for International Operations, Manager of Defense
Products Operations, and Marketing Manager for Metallurgical Products.
Determination and ambition inspired him to embark on a successful
entrepreneurial career as co-owner and president of Carrera Corporation, a
world-class provider of custom injection molding manufacturing services that he
owned and operated for 13 years. After the successful sale of Carrera, Mr. Wood
contributed to the formation and establishment of Astro Instrumentation LLC, a
leading provider of cost-effective and complete manufacturing solutions for
technology and high-end corporate clients, such as Bayer, makers of Bayer
Aspirin. Mr. Wood was instrumental in signing a long-term agreement with
Inforetech during the closing months of 2002 whereby Astro will provide complete
manufacturing and support services for the company.

Mr.  Woods is also a  dedicated  philanthropist  giving  of  himself  and his
time.  He  currently  sits on the  board of the  Latrobe Foundation,  the
Westmoreland  Trust and the Board of Trustees of Seton Hill University.  Mr.
Wood holds a B.A. in economics from Brown University and an M.B.A. in corporate
finance and accounting from Cornell. He is married with two children.


ITEM 10. EXECUTIVE COMPENSATION

Compensation Agreements

The only long-term employment agreement in place is an agreement with the Vice
President of Engineering which specifies an annual salary of $80,000 per year
for a period of 5 years commencing September 1, 2002 and is renegotiable after
December 31, 2003.

The table below sets forth the company's information1 for the Chief Executive
Officer of the Company. No others earned more than $100,00 for the fiscal year
ended December 31, 2002.

                           Summary Compensation Table

     Name and
Principal Position                        Year      Salary       Bonus

Robert C. Silzer                          2002     $        0      0
Chief Executive Officer                   2001     $  100,000      0
                                          2000     $  238,039      0

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

There were no stock options granted to or exercised by the Directors or senior
officers of the Company during 2002.

There were not stock options held by Directors or Officers of the Company as of
December 31, 2002.

                                       19

<PAGE>

                                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 no options outstanding at December 31, 2002.

Details of the Stock Option Plan are provided in Note 11 to the Financial
Statements

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                   8.235%
Augustine Capital Mgt(2)         6,963,000(2)                  8.1%
-------------------------- ----------------------- --------------------------

                                       20

<PAGE>

                                     PART IV

Item 12. Certain Relationships and Related Transactions

[a]      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, 2002.
         Accordingly, the interest has not been accrued.

[b]      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.


Item 13. 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 Sharr Fund Ltd (3)

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

       21.1              Subsidiaries of Registrant. *

       99.1              Certification of CEO and CFO


       (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, 2002(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.

       *  Filed herewith.

                                       21

<PAGE>


ITEM 14.  CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures, as defined in Exchange Act Rules 13a-14(c)
and 15d-14(c). Based upon that evaluation, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in enabling the Company to record, process, summarize
and report information required to be included in the Company's periodic SEC
filings within the required time period.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

                                       22

<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: April 18, 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: April 18, 2003
         --------------------------
         Robert C. Silzer, Sr.
         Chief Executive Officer
         and Director


By:      /s/ Robert J. Sundberg.                       Dated: April 18, 2003
         --------------------------
         Robert J Sundberg
         Chief Financial


<PAGE>

                                  CERTIFICATION

            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Robert  C.  Silzer, certify that:

1. I have reviewed this annual report on Form 10-KSB of Inforetech  Wireless
Technologies,  Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

         a) designed such internal controls to ensure that material information
relating to the registrant and its subsidiaries (collectively, the "Company") is
made known to me by others within the Company, particularly during the period in
which this annual report is being prepared;

         b) evaluated the effectiveness of the registrant's internal controls as
of a date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and

         c)       presented in this annual report my conclusions  about the
effectiveness  of the  disclosure  controls and procedures based on my
evaluation as of the Evaluation Date;

5.       I have  disclosed,  based on our  most  recent  evaluation,  to the
registrant's  auditors  and the  audit  committee  of the registrant's board of
directors:

         a) all significant deficiencies (if any) in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date:  April 18, 2003                  /s/ Robert C. Silzer
                                           ------------------
                                           Robert C. Silzer
                                           President and Chief Executive Officer



<PAGE>

                                  CERTIFICATION

            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Robert J. Sundberg, certify that:

1. I have reviewed this annual report on Form 10-KSB of Inforetech  Wireless
Technologies, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

         a) designed such internal controls to ensure that material information
relating to the registrant and its subsidiaries (collectively, the "Company") is
made known to me by others within the Company, particularly during the period in
which this annual report is being prepared;

         b) evaluated the effectiveness of the registrant's internal controls as
of a date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and

         c)       presented in this annual report my conclusions  about the
effectiveness  of the  disclosure  controls and procedures based on my
evaluation as of the Evaluation Date;

5. I have  disclosed,  based on our  most  recent  evaluation,  to the
registrant's  auditors  and the  audit  committee  of the registrant's board of
directors:

         a) all significant deficiencies (if any) in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date:  April 18, 2003                            /s/ Robert J. Sundberg
                                                     -----------------
                                                     Robert J. Sundberg
                                                     Chief Financial Officer