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



Form 10-KSB



[x ]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 30, 2003____________________________________[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________________ to _____________Commission file number _000-27397_______________________________




EDGETECH SERVICES INC.
(Name of small business issuer in its charter)Nevada
(State or other jurisdiction of incorporation or organization)98-0204280
(I.R.S. Employer Identification No.)18 Wynford Drive, Suite 615
Toronto, Ontario, M3C 3S2
(Address of principal executive offices)_______________________________
(Zip Code)Issuer's telephone number (416)  (441 - 4046) _________________________________________Securities registered under Section 12(b) of the Exchange Act:Title of each class
NoneName of each exchange on which registered
    Over the Counter Bulletin Board ("OTC.BB")
___________________________________Securities registered under Section 12(g) of the Exchange Act:Common Stock, Par Value $0.001 Per Share
(Title of class)Preferred Stock, Par Value $0.001 Per Share
(Title of class)




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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [x ] Yes [ ] No

Check if there is no 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. [x ]

The Issuers revenues for its fiscal year ended April 30, 2003 were $1,420,006.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $5,202,720 based upon the closing price of $0.16 per share on July 18, 2003 on the OTC.BB.

On July 18, 2003, the number of shares outstanding of the issuer's Common Stock was 32,517,000.  On July 18, 2003, there were no Preferred Stock shares outstanding.



DOCUMENTS INCORPORATED BY REFERENCE

None.



Transitional Small Business Disclosure Format (Check one): Yes ____; No __X__



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Edgetech
Services Inc.

Form
10-KSB

TABLE
OF CONTENTS



PART
        I
      PageItem
        1.
      Description
        of Business.
      4Item
        2.
      Description
        of Property.
      6Item
        3.
      Legal
        Proceedings.
      7Item
        4.
      Submission
        of Matters to a Vote of Security Holders.
      7PART
        IIItem
        5.
      Market
        for Common Equity and
        Related
        Stockholder Matters.
      7Item
        6.
      Management's
        Discussion and Analysis or Plan of Operation.
      8Item
        7.
      Financial
        Statements.
      13Item
        8.
      Changes
        In and Disagreements With Accountants on Accounting and Financial
        Disclosure.
      45PART
        IIIItem
        9.
      Directors,
        Executive Officers, Promoters and Control Persons; Compliance With
        Section 16(a) of the Exchange Act.
      46Item
        10.
      Executive
        Compensation.
      49Item
        11.
      Security
        Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters.
      49Item
        12.
      Certain
        Relationships and Related Transactions.
      51Item
        13.
      Exhibits
        and Reports on Form 8-K.
      53Item
        14.
      Controls
        and Procedures.
      54Item
        15.
      Principal
        accountant fees and services.
      54






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PART
I



Item
1. Description of Business.



OVERVIEW

We
were incorporated under the provisions of the General Corporation Act of the
State of Nevada, USA on May 16, 1997 as Annex Business Resources Inc.  We
became a reporting company under the US Securities and Exchange Act of 1934 on
November 20, 1999. We have not undergone any bankruptcy, receivership or similar
proceedings. We changed our name to NewsGurus.com, Inc, which later on changed
to SETP or Secure Enterprise Solutions Inc. On December 2, 2002 we changed our
name to Edgetech Services Inc. (the "Company") following our acquisition of
Edgetech Services Inc on May 22, 2002. As part of the acquisition, we acquired
all of the issued and outstanding capital stock of EdgeTech Services Inc., a
private company incorporated under the laws of Ontario, Canada.  We issued
16,005,000 common shares to the former shareholders of EdgeTech Services Inc,
and payments of $66,000. Item 6 of this Form 10-KSB goes into further detail of
the acquisition. EdgeTech Services Inc. was found on July 11th, 1995 to provide
innovative and effective solutions to help our clients achieve their business
goals.  Edgetech Services Inc. is a Total Business Solutions Provider
specializing in Information Technology (IT) Security, Enterprise Resource
Planning (ERP) and Knowledge Based Systems.



PRODUCTS
AND SERVICES



IT
Security



Our
expertise is a complete end-to-end Security services offering. Everything from
detailed Security Audits to Risk Analysis and Full Solutions are offered in the
Edgetech IT Security Package.



ERP



EdgeTech
Services has been providing a variety of services for the global ERP market
since 1995. With Technical and Functional Analysts with in-house expertise in
SAP, PeopleSoft, BaaN, Oracle Applications and J.D. Edwards software packages,
we have become a reliable and renowned ERP vendor to global consulting concerns
and public and private "end-user" clients.



Upcoming
products include Bundled Security Packages designed for Security compliance in
mind. These packages will be certified by the various standard organizations to
be the technical aspect in the compliance issue.



DEVELOPMENTS
DURING 2003



We
were successful in aligning strategic "partners" with companies such as
Conterpane, Symantec, e-Eye and Top layer to name just a few. These "partners"
will help in producing the Security compliance packages, which would not be
complete without our technical expertise.



---

A
number of successful conferences were presented of which each had an average
attendance of 90 to 150 managers, technical experts and executives from many
government and Fortune 1000 companies. Through these partnerships and marketing
launches, we were able to penetrate the market areas such as the large telcos,
provincial and federal governments, financial, insurance and many other
organizations. Much work has been done to put in place a strong foundation to
build growth in the next year.



SEASONALITY



Our
business is not subject to seasonality, as companies require ongoing services
throughout the year.



COMPETITION



The
competitive environment includes other companies in similar business.  The
IT services are highly competitive and fragmented and have low barriers to
entry.  We compete with other providers of IT outsourcing. We believe that
our principal competitive factors are accurate assessment of our client's
requirements, timely assignment of technical consultants with appropriate
skills, and the price of our services. We believe that we have a market lead on
our products and services. The branding and general awareness of Edgetech in the
Fortune 1000 has been in place earlier than the competition and we plan to take
a good percentage of the market share in the IT Security Solutions offering.



CLIENTS



The
following is a partial list of our clients:





- IBM
    Global Services
- Falconbridge
- Manta
    Corporation
- Nailor
    Industries
- Nortel
    Networks (Computer Sciences Corporation / Procomm / Mastech)
- Entology
- Internoded
- CGI
    Consulting, Montreal
- PlanetIntra.com
- Nextair.com
- Bell
    Nexia
- Rogers
    Telecommunication
- Bristol
    Myers Squibb
- CNR
- Gold
    Coast
- Ideas
    & Associates
- Fastlane
- Janna
    Systems
- CGS
- Ontario
    Hydro
- MBS
- Warner
    Brothers

---



- BMO
- Ministry
    of Health (Nova Scotia)

We
have concentrations with respect to the volume of business conducted with
several major customers.  For the years ended April 30, 2003 and 2002, we
had made sales of $697,084 to IBM (2002 - $330,318), and $319,329 to LGS (2002 -
$181,844), which were in excess of 10% of total sales for the years presented.



RESEARCH
AND DEVELOPMENT



We
spent approximately $95,000 in consulting fees to further develop its solutions
during fiscal 2003.  These costs have been expensed during the current year
as part of consulting expense.



EMPLOYEES



We
currently employ approximately nine full time staff at the Toronto office, and
four at the Winnipeg office.  We have approximately fifteen subcontractors.



Item
2. Description of Property.

We
occupy office space in two locations.  Our head office is at 18 Wynford
Drive, Toronto, Ontario, M3C 3S2, which has approximately 1900 square feet of
office space.  We have an operating lease on the premises until December
14, 2006.  The current occupancy rate is approximately $12 per square foot.
 Our second office is located at 175 Carlton Street, Winnipeg, Manitoba,
R3C 3S9, which has approximately 600 square feet. We have an operating lease on
the premises until March 31, 2004.  The current occupancy rate is
approximately $10 per square foot.  We believe that these facilities will
be adequate to meet our requirements for the foreseeable future and that
suitable additional space will be available if needed. Other than described
above, neither we, nor our subsidiary presently own or lease any other property
or real estate.



Item
3. Legal Proceedings.

We
are not party to any current or pending legal proceedings.



Item
4. Submission of Matters to a Vote of Security Holders.

No
matters were submitted to a vote of security holders through solicitation or
otherwise during the fourth quarter of the fiscal year covered by this report.



PART
II



Item
5. Market for Common Equity and Related Stockholder Matters.

Our
common stock is quoted and listed for trading on the OTC.BB under the symbol
EDGH.  Our trading symbol changed to EDGH effective Monday, December 2,
2002 from SETP, and our name was changed from Secure Enterprise Solutions Inc.
to Edgetech Services Inc. effectively on the same day.  Our new CUSIP No.
28027N 10 9.



---



We
are fully reporting.

As
of July 18, 2003 there are approximately 600 shareholders holding our issued
common shares.  The aggregate market value of the voting and non-voting
stock held by non-affiliates of the registrant was approximately $2,996,492 as
of the closing price of $0.16 per share on July 18, 2003 on the OTC.BB.
 There are 3,173,150 options and warrants to purchase additional common
shares of the Company.

Table
No. 1 lists the high and low closing sales prices on the OTC.BB for our common
shares for the last eight fiscal quarters.  The price was $0.16 on July 18,
2003.



Table
No. 1



OTC.BB
Stock Exchange

|Fiscal
      Quarter Ended | High  | Low  
|-------------------------- | ----- | -----
|04/30/03                   | $1.12 | $0.17
|01/31/03                   | $0.75 | $0.11
|10/31/02                   | $0.25 | $0.10
|07/31/02                   | $0.29 | $0.05
|                           |       |      
|04/30/02                   | $0.45 | $0.16
|01/31/02                   | $0.30 | $0.06
|10/31/01                   | $0.40 | $0.11
|07/31/01                   | $0.75 | $0.07



Other
than described above, our shares of common stock are not and have not been
listed or quoted on any other exchange or quotation system.

DIVIDENDS

There
are no restrictions that limit our ability to pay dividends on our common stock.
 We have not declared any dividends since incorporation and we do not
anticipate do so in the foreseeable future.  Our present policy is to
retain future earnings for use in our operations and expansion of its business.



Item
6. Management's Discussion and Analysis or Plan of Operation.



The
information contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operation contains "forward looking
statements." Actual results may materially differ from those projected
in the forward looking statements as a result of certain risks and uncertainties
set forth in this report. Although our management believes that the assumptions
made and expectations reflected in the forward looking statements are
reasonable, there is no assurance that the underlying assumptions will, in fact,
prove to be correct or that actual future results will not be materially
different from the expectations expressed in this Annual Report. The following
discussion should be read in conjunction with the audited Consolidated Financial
Statements and related Notes thereto included in Item 7.



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BUSINESS
COMBINATION WITH EDGETECH SERVICES INC.

On
May 22, 2002, we completed the acquisition of Edgetech Services Inc, and
subsequently changed our name to Edgetech Services Inc. from Secure Enterprise
Solutions Inc.

As
consideration for all of the common shares of Edgetech Services Inc, we paid
$66,000 and issued 16,005,000 common shares to the former stockholders of
Edgetech. Legally, our Company is the parent of Edgetech. However, control of
the combined companies passed to the former stockholders of Edgetech. This share
exchange has been accounted for as a recapitalization of our Company. The
consolidated statements of operations and cash flows include Edgetech's results
of operations and cash flows for the year ended April 30, 2003 and our results
of operations and cash flows from May 22, 2002 (date of acquisition).
 The consolidated statements of operations and cash flows for the year
ended April 30, 2002 are those of Edgetech. The issued number of shares of
common stock is that of our Company. The acquisition was accounted for as a
recapitalization of our Company.  The value of the shares issued on the
acquisition was based on the fair market value of the net assets acquired, which
as of the date of acquisition was $96,648.

Edgetech
is paying certain of its shareholders a total of US$68,580 paid in 24 equal
monthly instalments of $US 2,857.50 per month to November, 2003.  These
payments are to complete this escrow and repurchase plan.

A
finder's fee of 825,000 restricted Rule 144 shares was paid to a third party,
Mr. Richard Biscan.

We
have no further obligations related to the Edgetech acquisition.

For
the purposes of this Form 10-KSB, the continuing operations are those of the
newly acquired Edgetech as presented for the years ending April 30, 2003 and
2002. Previous financial results were recorded in Canadian dollars and were
converted into US dollars using the current rate method. Table No.2 shows the
exchange rates used when converting Edgetech's financial statements from
Canadian to US dollars.



Table
No.2



|Year | Average | April
      30
|---- | ------- | --------------
|2003 | 1.5396  | 1.4424        
|2002 | 1.5673  | 1.5665        



RESULTS
OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2003 AND 2002

Revenues
increased 29% to $1,420,006 during Fiscal 2003 as compared to Fiscal 2002 when
revenues were $1,097,014. The increase was primarily due to continued growth in
both our IT Security Practice and our IT Outsourcing lines of business. We are
benefiting from strong demand for outsourced IT and security services. Current
trends related to security infrastructure development are expected to continue
to drive growth.

Consulting
and subcontractors increased 77% to $1,351,905 during Fiscal 2003 as compared to
fiscal 2002 when consulting and subcontractors were $765,080.  This
increase was due to increased expenditures incurred from consulting work related
to creating and reorganizing our corporate structure in preparation for
increased expansion.  These costs are primarily one-time expenses and are
expected to diminish going forward.



---



Selling,
general and administration increased 68% to $298,352 during fiscal 2003 as
compared to fiscal 2002 when selling, general, and administration was $177,592.
 This increase was due to increased expenditures incurred from our
reorganizing, and the addition of several staff members in preparation for
increased expansion.



During
fiscal 2003, we wrote off the balance of a note receivable in the amount of
$11,750.  The note receivable relates to the sale of media assets to former
shareholders of our Company.  The note was non-interest bearing and
unsecured.  The note holders had the legal option to offset any amounts
owed to them by the note.  During fiscal 2003, $36,250 was offset against
liabilities owed to these former shareholders.  We have determined that it
unlikely that the balance will be collected, and accordingly we have written off
the balance to operations.

Net
loss for fiscal 2003 was $556,094, and $65,119 for fiscal
2002.   The increase in loss for the year is due to increased
costs associated with creating and implementing a corporate reorganization
following the recent merger with the public company formerly known as Secure
Enterprise Solutions Inc. During fiscal 2003 we incurred expenses that resulted
from the operations of the former Secure Enterprise Solutions Inc., and to
increase our sales force as well as costs to develop our existing business plan.
 We anticipate these costs to decrease in the coming year.

No
income taxes were payable in 2003 or in 2002, as a result of the operating
losses recorded during those years. Based on a number of factors, including the
lack of a history of profits, management believes that there is sufficient
uncertainty regarding the realization of deferred tax assets, and, accordingly,
has not booked an income tax benefit as of April 30, 2003 and 2002. All losses
incurred can be carried forward for seven years for Canadian income tax purposes
and twenty years for United States income tax purposes.

Loss
per share was $0.02 for fiscal 2003 and a loss of $0.01 per share for fiscal
2002.

On
April 16, 2002, we announced our intention to acquire up to 51% of Secured
Infrastructure Design Corporation (SIDC) of Tokyo, Japan, as part of the ongoing
strategy of building a diversified security-consulting firm.  A total of
$30,000 and 100,000 shares of our common stock have been paid to SIDC to acquire
a 9.8% ownership interest. No further ownership interest is contemplated at this
time, and we do not expect any revenues from this investment.  We have
decided to write-off our investment in SIDC, which was written off prior to the
acquisition of Edgetech.  We will continue to focus on our core operation
in North America.



LIQUIDITY
AND CAPITAL RESOURCES

As
of April 30, 2003, we had working capital of $118,611, which represented an
increase of $87,324 as compared to the working capital position of $31,287 as of
April 30, 2002. The primary reason for the increase in working capital was an
increase of $187,954 in prepaid expenses that relates primarily to prepaid
consulting fees paid in advance of services rendered and prepaid insurance.
 Included in the amount, is $166,667 (net of accumulated amortization of
$83,333) related to the issuance of 1,000,000 common shares of our Company
valued at $250,000.  The amount is being amortized on a straight-line basis
over twelve months as the services are rendered.



---



Accounts
Receivable represents 66% of current assets and continues to turn over at
acceptable rates. 97% of the Company's assets are current and predominantly
made up of receivables from AAA credit rated companies like IBM and MTS. We are
currently examining several financing options and negotiating our line of credit
with our banker to fund our receivables.

Cash
flows used in Operating Activities for Fiscal 2003 totaled ($268,964), which was
primarily due to the loss for the year.  Cash flows used in Operating
Activities for Fiscal 2002 totaled ($14,916).  The increase in cash
outflows from operating activities between 2003 and 2002 is primarily due to the
expansion of our Company and the reorganization of our business.  These
factors contributed to greater one-time expenses. Many of the consulting
expenses were settled through the issuance of common stock, which is one of the
reasons why the cash outflow from operations is significantly lower than our
loss for the year.



Cash
Flows from Fiscal 2003 Investing Activities totaled $22,733, which was
attributed to the cash acquired on acquisition of Edgetech Services Inc. Cash
flows from fiscal 2002 totaled  ($8,794), consisting exclusively from the
purchase of property and equipment.  We are now more focused on leasing
capital assets through way of operating leases, and our property and equipment
expenditures have therefore decreased.



Cash
Flows from financing activities for fiscal 2003 totaled $244,483, consisting
primarily from issuance of capital stock of $195,613 and bank indebtedness of
$109,043. Cash flows from financing activities for fiscal 2002 totaled $41,405,
consisting primarily of funds advanced from related parties, and repayments of
shares purchased for cancellation. The increase in cash flows from financing
activities between 2003 and 2002 is primarily attributed to the cash raised from
the issuance of common stock, and the increase in bank indebtedness.



Our
continued development is almost entirely dependent upon our receipt of
additional equity funding.  Our rate of development and schedule of
accomplishments will be largely influenced by the quantity of equity funding
received.



Edgetech
plans to hire a number of executive sales and marketing staff to build a first
class team to attack the fortune 1000 companies and apply Edgetech's organic
growth strategy. Edgetech plans to raise $1,000,000 over the next 12 months to
cover the costs of the additional staff and working capital requirements through
funds raised by private placement and financial organizations. The Mergers and
acquisition plans will not be entertained until this structure is firmly in
place. The Mergers and acquisition strategy will be implemented once we have
this foundation in place. The strategy acquires solution-focused companies at
low valuations and subsequently integrates and empowers them into high value
security services providers. While, we have assessed several target companies,
we have not pursued any acquisitions at the present time.  No assurance is
given that future mergers or acquisitions will take place.



We
do not currently have sufficient funds to fully develop our business plans.
 Our financial statements have been prepared using accounting principles
generally accepted in the Unites States applicable to a going concern.  We
will not remain a going concern without additional capital.  This
accounting treatment contemplates the realization of assets and liquidation of
liabilities in the normal course of our business.  We have increased our
revenue but without additional capital or profitable operations our ability to
operate as a going concern is uncertain. We require additional capital or
profitable operations in order to continue operating over the next twelve
months.



---



A
number of marketing conferences are planned to be presented with our largest "partners"
and to bring the awareness of Edgetech compliancy packages to our clients.

We
have been integrating operations and administration systems as executive control
of our Company has passed to the Edgetech team headed by brothers Tae Ho Kim and
Sang Ho Kim.  We have taken steps to settle outstanding liabilities from
both the public company and the operating company.

The
completion of the Edgetech transaction has considerably reduced our requirements
for capital as compared to earlier periods. However, operating and expansion
capital is required on an ongoing basis. We hope to be able to procure
sufficient operating funds in part due to our expanding revenue base.

We
have raised $195,613 through a private placement of our common stock, and the
exercise of stock options, which were used to offset outstanding liabilities and
add to our increasing working capital requirements.  Our working capital
needs have risen due to increased sales during the current year.

Operating
under existing management, and with a new board of directors having been
nominated, founder Chris Bunka has resigned as an officer and a director, as
planned. Sang Ho Kim is the President and Chairman of the board of directors.
Tae Ho Kim is the Chief Executive Officer and a director. Sudhir Khanna has
resigned as Executive Vice president and a director to pursue other interests
and since he was originally with the public company, we do not anticipate any
negative impact to ongoing operations. Fred Fulcher and Robert Pollack are
directors.  We are presently in discussions with several potential, high
profile individuals to join our board of directors.

During
fiscal 2003, we have added over ten additional "corporate partnerships"
with the total now exceeding more than thirty, including those with some of the
leading security technology companies in the world. These "partnerships"
enable us to offer a broader suite of products and services to potential clients
and thus enhance our potential for growth. Additional "corporate
partnerships" are contemplated and additions or deletion in the list of
corporate partners could occur at any time.

One
of our key strategies is to "own" the relationship with major
enterprise-class clients in the premium IT Security space.  We are also
investigating plans to acquire proprietary technology in the Network monitoring
space to offer leading edge Network management services.  Furthermore, we
expect to perform beta testing on a new security product, details of which will
be announced if and as appropriate.

We
have taken steps to reduce expenses. Other persons are contracted for specific
projects at any given time. We expect to hire additional employees or contract
with consultants, primarily in the fields of marketing and sales, if and as
corporate financing is available.  All existing and future positions are
dependent to some degree upon our ability to raise expansion capital.



DISCUSSION
OF STOCK PRICE

During
the current year, the price of our stock increased to $1.12 and subsequently
declined. The run up and subsequent decline can be attributed to a numbers of
factors:



- Increased
    coverage of our sector and high expectations.



- Many
    shareholders from the original Secure Enterprise Solutions Inc. had free
    trading shares and hence they sold which contributed to the decline. 
    Some of the decline, however, maybe attributed to "short
    sellers".  Our final conclusion is "chasing" short
    sellers is a costly, complex effort that would be too distracting to the
    management of our company.  It is our goal to focus on our core
    expertise and build a strong business.  It is management's opinion that
    a strong business will serve to increase shareholder value, financial
    stability of our company and curb any short selling.

---



- Over
    the past six months, we have been focusing on cleaning up the debt of the
    former Secure Enterprise Solutions Inc. and other sundry liabilities which
    accounted for most of the losses over the past fiscal year.  This was
    done by issuance of shares for debt and from S8 shares to settlement of
    consulting expenses, which account for many of the expenses of our
    company.  This has now largely been taken care of with only a few
    sundry items left to settle.



- Our
    Company has consistently increased revenue every year since inception over
    the past 7 years.



- Our
    business has primarily been in IT Outsourcing.  Over the past year, we
    have moved successfully into Enterprise IT Security.   Both lines
    of business are expected to grow in the coming year.



- We
    have contracts extending into the next 24 months and have contracts booked
    forward equaling our past fiscal year's revenue for the next fiscal
    year.  Therefore, we anticipate strong growth over the next fiscal
    year.









































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Item
7. Financial Statements.





























EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)





CONSOLIDATED
FINANCIAL STATEMENTS



APRIL
30, 2003































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INDEPENDENT
AUDITORS' REPORT





Board
of Directors and Stockholders

Edgetech
Services Inc. and Subsidiary

(formerly Secure
Enterprise Solutions Inc.)



We
have audited the accompanying consolidated balance sheet of Edgetech Services,
Inc. and Subsidiary (the Company) as of April 30, 2003, and the related
consolidated statements of operations, stockholders' equity (deficiency in
assets), and cash flows for the year then ended. 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 audit. The financial
statements of Edgetech Services Inc. and Subsidiary as of April 30, 2002, were
audited by other auditors whose report dated July 26, 2002, expressed an
unqualified opinion on those statements.

We
conducted our audit in accordance with auditing standards generally accepted in
the United States of America. 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 audit provides a reasonable basis
for our opinion.

In
our opinion, the 2003 financial statements referred to above present fairly, in
all material respects, the financial position of Edgetech Services Inc. and
Subsidiary as of April 30, 2003, and the results of their operations and their
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operation has used,
rather than provided, cash from operations and has an accumulated deficit of
$677,397. These factors, raise substantial doubt about its ability to continue
as a going concern. The ability of the Company to continue operations is subject
to its ability to secure additional capital to meet its obligations and to fund
operations. Management's plans in regard to these matters are also described in
Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/Dohan and Company, CPA's



June
13, 2003

Miami,
Florida











---

|VERNON
      PAIGE,  Public Accountant
      1300
      Don Mills Road, Suite 211
      Don
      Mills, Ontario     M3B 2W6 | tel:
       (416) 391-1681
      fax:
       (647) 439-1504
      internet:
       VP@VernPaige.net
|---------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------





Auditor's
report to the shareholders and the Board of Directors of

Edgetech
Services Inc.



I
have audited the balance sheet of Edgetech Services Inc. as at
2002 April 30, and the statements of operations and deficit and cash flows
for the year then ended.  These financial statements are the responsibility
of the Company's management.  My responsibility is to express an opinion on
these financial statements based on my audit.



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



In
my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as at 2002
April 30 and the results of its operations and its cash flows for the year
then ended in conformity with accounting principles generally accepted in the
United States of America.



[fins002.jpg]

2002
July 26









---



EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

CONSOLIDATED
BALANCE SHEETS

APRIL 30,

|                                                                                                    | 2003            | 2002           
|--------------------------------------------------------------------------------------------------- | --------------- | ---------------
|                                                                                                    |                 |                
|                                                                                                    |                 |                
|                                                                                                    |                 |                
|ASSETS                                                                                              |                 |                
|                                                                                                    |                 |                
|                                                                                                    |                 |                
|Current                                                                                             |                 |                
|Cash                                                                                                | $
      17,841  | $
      18,354 
|Accounts
      receivable less of allowance for doubtful accounts of $10,985 (2002 -
      $15,404) | 401,941         | 213,987        
|Prepaid
      expenses (Note 4)                                                                     | 190,152         | 26,556         
|Deferred
      tax asset less valuation allowance of $198,377 (2002 - $24,485) (Note
      14)      | -               | -              
|                                                                                                    |                 |                
|Total
      current assets                                                                          | 609,934         | 258,897        
|                                                                                                    |                 |                
|Property
      and equipment(Note 5)                                                                | 15,302          | 18,753         
|                                                                                                    |                 |                
|Other
      assets                                                                                  | 451             | 415            
|                                                                                                    |                 |                
|Total
      assets                                                                                  | $
      625,687 | $
      278,065





- continued
-









The
accompanying notes are an integral part of these consolidated financial
statements.









page 16

---





EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

CONSOLIDATED
BALANCE SHEETS

APRIL 30,

|                                                                           | 2003                                              | 2002           
|-------------------------------------------------------------------------- | ------------------------------------------------- | ---------------
|                                                                           |                                                   |                
|                                                                           |                                                   |                
|                                                                           |                                                   |                
|Continued...                                                               |                                                   |                
|                                                                           |                                                   |                
|LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)          |                                                   |                
|                                                                           |                                                   |                
|                                                                           |                                                   |                
|Current                                                                    |                                                   |                
|Bank
      indebtedness (Note 7)                                           | $
      116,389                                   | $
      -      
|Accounts
      payable and accrued liabilities                             | 283,084                                           | 173,288        
|Accounts
      payable and accrued liabilities - related parties (Note 13) | 21,900                                            | -              
|Current
      portion of capital lease obligations (Note 9)                | 620                                               | 6,524          
|Loan
      payable (Note 8)                                                | -                                                 | 3,113          
|Current
      portion of due to related parties (Note 10)                  | 69,330                                            | 44,685         
|                                                                           |                                                   |                
|Total
      current liabilities                                            | 491,323                                           | 227,610        
|                                                                           |                                                   |                
|Capital
      lease obligations(Note 9)                                    | -                                                 | 2,622          
|                                                                           |                                                   |                
|Due
      to related parties (Note 10)                                     | 46,642                                            | 152,535        
|                                                                           |                                                   |                
|Total
      liabilities                                                    | 537,965                                           | 382,767        
|                                                                           |                                                   |                
|Commitments
      and contingencies(Notes 2 and 12)                        |                                                   |                
|                                                                           |                                                   |                
|Stockholders'
      equity (deficiency in assets)                          |                                                   |                
|Capital
      stock (Note 11)                                              |                                                   |                
|Authorized                                                                 |                                                   |                
|50,000,000                                                                 | common
      shares with a stated value of $0.001 |                
|25,000,000                                                                 | preferred
      shares with a par value of $0.001 |                
|Issued
      and outstanding                                               |                                                   |                
|31,334,950                                                                 | common
      shares (2002 - 16,005,000)           | 31,335         
|Additional
      paid-in capital                                           | 764,443                                           | -              
|Accumulated
      other comprehensive income (loss)                        | (30,659)                                          | 596            
|Accumulated
      deficit                                                  | (677,397)                                         | (121,303)      
|                                                                           |                                                   |                
|Total
      stockholders' equity (deficiency in assets)                    | 87,722                                            | (104,702)      
|                                                                           |                                                   |                
|Total
      liabilities and stockholders' equity (deficiency in assets)    | $
      625,687                                   | $
      278,065











The
accompanying notes are an integral part of these consolidated financial
statements.



page 17

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

CONSOLIDATED STATEMENTS OF
OPERATIONS

FOR THE YEAR
ENDED APRIL 30,

|                                                                               | 2003              | 2002             
|------------------------------------------------------------------------------ | ----------------- | -----------------
|                                                                               |                   |                  
|                                                                               |                   |                  
|                                                                               |                   |                  
|REVENUE                                                                        | $
      1,420,006 | $
      1,097,014
|                                                                               |                   |                  
|                                                                               |                   |                  
|OPERATING
      EXPENSES                                                       |                   |                  
|Consulting
      and subcontractors                                            | 1,351,905         | 765,080          
|Consulting
      and subcontractors - related party (Note 13)                  | 46,339            | -                
|Depreciation                                                                   | 4,957             | 8,405            
|Salaries
      and management fees                                             | 243,256           | 200,724          
|Selling,
      general and administration                                      | 298,352           | 177,592          
|                                                                               |                   |                  
|Total
      operating expenses                                                 | 1,944,809         | 1,151,801        
|                                                                               |                   |                  
|                                                                               |                   |                  
|Loss
      before other expenses                                               | (524,803)         | (54,787)         
|                                                                               |                   |                  
|                                                                               |                   |                  
|OTHER
      EXPENSES                                                           |                   |                  
|Write-off
      uncollectible note receivable (Note 6)                         | 11,750            | -                
|Abandonment
      of property and equipment                                    | 5,285             | -                
|Interest
      expense                                                         | 14,256            | 10,332           
|                                                                               |                   |                  
|Total
      other expenses                                                     | 31,291            | 10,332           
|                                                                               |                   |                  
|                                                                               |                   |                  
|Loss
      before income taxes                                                 | (556,094)         | (65,119)         
|                                                                               |                   |                  
|                                                                               |                   |                  
|Provision
      for income taxes                                               | -                 | -                
|                                                                               |                   |                  
|                                                                               |                   |                  
|Net
      loss                                                                 | $
      (556,094) | $
      (65,119) 
|                                                                               |                   |                  
|                                                                               |                   |                  
|Basic
      and diluted net loss per common share                              | $
      (0.02)    | $
      (0.01)   
|                                                                               |                   |                  
|                                                                               |                   |                  
|Weighted
      average number of common shares outstanding (basic and diluted) | 28,308,792        | 16,005,000       











The
accompanying notes are an integral part of these consolidated financial
statements.



page 18

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)



|                                        | Common
      Stock           |                |                                        |                                                                       |                          
|--------------------------------------- | ---------------------------- | -------------- | -------------------------------------- | --------------------------------------------------------------------- | -------------------------
|                                        | Number
      of
      Shares | Amount         | Additional
      Paid-in
      Capital | Accumulated
      Other
      Comprehensive
      Income
      (Loss) | Accumulated
      Deficit
|                                        |                              |                |                                        |                                                                       |                          
|                                        |                              |                |                                        |                                                                       |                          
|                                        |                              |                |                                        |                                                                       |                          
|Balance
      at April 30, 2001         | 17,605,500                   | $
      17,606 | $
      56,023                         | $
      -                                                             | $
      (40,243)         
|                                        |                              |                |                                        |                                                                       |                          
|Shares
      cancelled                  | (1,600,500)                  | (1,601)        | (56,023)                               | -                                                                     | (15,941)                 
|                                        |                              |                |                                        |                                                                       |                          
|Cumulative
      translation adjustment | -                            | -              | -                                      | 596                                                                   | -                        
|                                        |                              |                |                                        |                                                                       |                          
|Net
      loss                          | -                            | -              | -                                      | -                                                                     | (65,119)                 
|                                        |                              |                |                                        |                                                                       |                          
|Balance
      at April 30, 2002         | 16,005,000                   | 16,005         | -                                      | 596                                                                   | (121,303)                
|                                        |                              |                |                                        |                                                                       |                          
|Acquisition
      of assets of Edgetech |                              |                |                                        |                                                                       |                          
|Services
      Inc.                     | 11,659,000                   | 11,659         | 84,989                                 | -                                                                     | -                        
|                                        |                              |                |                                        |                                                                       |                          
|Shares
      issued for finders' fee    |                              |                |                                        |                                                                       |                          
|on
      the acquisition of             |                              |                |                                        |                                                                       |                          
|Edgetech
      Services Inc.            | 825,000                      | 825            | (825)                                  | -                                                                     | -                        
|                                        |                              |                |                                        |                                                                       |                          
|Shares
      issued for cash            | 1,039,950                    | 1,040          | 194,573                                | -                                                                     | -                        
|                                        |                              |                |                                        |                                                                       |                          
|Shares
      issued for services        | 236,000                      | 236            | 116,876                                | -                                                                     | -                        
|                                        |                              |                |                                        |                                                                       |                          
|Shares
      issued for prepaid         |                              |                |                                        |                                                                       |                          
|consulting                              | 1,000,000                    | 1,000          | 249,000                                | -                                                                     | -                        
|                                        |                              |                |                                        |                                                                       |                          
|Shares
      issued for settlement      |                              |                |                                        |                                                                       |                          
|of
      debt                           | 570,000                      | 570            | 119,830                                | -                                                                     | -                        
|                                        |                              |                |                                        |                                                                       |                          
|Cumulative
      translation adjustment | -                            | -              | -                                      | (31,255)                                                              | -                        
|                                        |                              |                |                                        |                                                                       |                          
|Net
      loss                          | -                            | -              | -                                      | -                                                                     | (556,094)                
|                                        |                              |                |                                        |                                                                       |                          
|Balance
      at April 30, 2003         | 31,334,950                   | $
      31,335 | $
      764,443                        | $
      (30,659)                                                      | $
      (677,397)        





















The
accompanying notes are an integral part of these consolidated financial
statements.

page 19

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

CONSOLIDATED
STATEMENTS OF CASH FLOWS

FOR THE YEAR
ENDED APRIL 30,



|                                                           | 2003              | 2002            
|---------------------------------------------------------- | ----------------- | ----------------
|                                                           |                   |                 
|                                                           |                   |                 
|                                                           |                   |                 
|CASH
      FLOWS FROM OPERATING ACTIVITIES                 |                   |                 
|Net
      loss                                             | $
      (556,094) | $
      (65,119)
|Items
      not affecting cash:                            |                   |                 
|Depreciation                                               | 4,957             | 8,405           
|Bad
      debt expense                                     | 10,985            | 15,404          
|Stock
      issued for services and prepaid expenses       | 200,445           | -               
|Write-off
      uncollectible note receivable              | 11,750            | -               
|Abandonment
      of property and equipment                | 5,285             | -               
|                                                           |                   |                 
|Changes
      in assets and liabilities:                   |                   |                 
|Increase
      in accounts receivable                      | (168,041)         | (47,830)        
|Decrease
      (increase) in prepaid expenses              | 25,066            | (25,460)        
|Increase
      in accounts payable and accrued liabilities | 196,683           | 99,684          
|                                                           |                   |                 
|Net
      cash used in operating activities                | (268,964)         | (14,916)        
|                                                           |                   |                 
|CASH
      FLOWS FROM INVESTING ACTIVITIES                 |                   |                 
|Purchase
      of property and equipment                   | (212)             | (8,794)         
|Cash
      acquired on recapitalization                    | 22,945            | -               
|                                                           |                   |                 
|Net
      cash provided by (used in) investing activities  | 22,733            | (8,794)         
|                                                           |                   |                 
|CASH
      FLOWS FROM FINANCING ACTIVITIES                 |                   |                 
|Bank
      indebtedness                                    | 109,043           | (40,162)        
|Loan
      payable                                         | (3,167)           | (640)           
|Due
      to related parties                               | (48,279)          | 160,368         
|Payments
      on capital lease obligations                | (8,727)           | (6,382)         
|Issuance
      of common stock                             | 195,613           | -               
|Shares
      repurchased for cancellation                  | -                 | (71,779)        
|                                                           |                   |                 
|Net
      cash provided by financing activities            | 244,483           | 41,405          
|                                                           |                   |                 
|Effect
      of exchange rate changes on cash              | 1,235             | 659             
|                                                           |                   |                 
|Change
      in cash during the year                       | (513)             | 18,354          
|                                                           |                   |                 
|Cash,
      beginning of year                              | 18,354            | -               
|                                                           |                   |                 
|Cash,
      end of year                                    | $
      17,841    | $
      18,354  



- continued
-



The
accompanying notes are an integral part of these consolidated financial
statements.

page 20

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

CONSOLIDATED
STATEMENTS OF CASH FLOWS

FOR THE YEAR
ENDED APRIL 30,



|                                                          | 2003            | 2002     
|--------------------------------------------------------- | --------------- | ---------
|                                                          |                 |          
|Continued...                                              |                 |          
|                                                          |                 |          
|                                                          |                 |          
|Supplemental
      disclosure with respect to cash flows: |                 |          
|Common
      shares issued for services                   | $
      117,112 | $
      -
|Common
      shares issued for recapitalization           | 96,648          | -        
|Common
      shares issued for settlement of debt         | 120,400         | -        
|Common
      shares issued for prepaid expenses           | 250,000         | -        
|Interest
      paid                                       | 14,256          | 10,332   
|Income
      taxes paid                                   | -               | -        





































































The
accompanying notes are an integral part of these consolidated financial
statements.

page 21

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003





1.

HISTORY
AND ORGANIZATION OF THE COMPANY



Edgetech
Services Inc. and Subsidiary (formerly Secure Enterprise Solutions Inc.) (the "Company") was incorporated under the laws of Nevada on May 16, 1997, as
Newsgurus.com, Inc. and changed its name to Secure Enterprise Solutions Inc. on
January 10, 2002.  Subsequent to the acquisition, the Company changed its
name from Secure Enterprise Solutions Inc. to Edgetech Services Inc.  Prior
to the name change, the Company's principal business consisted of providing
opinion and information in the areas of money, health and lifestyles and
e-commerce through the Internet.  Pursuant to resolutions by the
shareholders, the Company decided to sell its media assets and focus on the
business of providing security consulting services and IT solutions and
services.



On
May 22, 2002, the Company acquired all of the issued and outstanding capital
stock of Edgetech Services Inc. ("Edgetech") consisting of 100 common
shares.  Edgetech specializes in IT placement outsourcing training and
software development projects.  As consideration, the Company issued
16,005,000 shares of common stock and made payments of $66,000 to the former
stockholders of Edgetech.  Control of the combined companies passed to the
former shareholders of Edgetech.  This share exchange has been accounted
for as a recapitalization of the Company.



In
accounting for this transaction:



i)

The
Company is considered to be the legal acquirer and Edgetech is considered to be
the accounting acquirer.



ii)

The
consolidated statements of operations and cash flows include Edgetech's results
of operations and cash flows for the year ended April 30, 2003, and the
Company's results of operations and cash flows from May 22, 2002 (date
of acquisition).  The consolidated statements of operations and cash flows
for the year ended April 30, 2002, are those of Edgetech.



iii)

The
issued number of shares of common stock is that of the Company.



iv)

At
the date of acquisition, the fair market value of the Company's net assets was
$96,648, comprised as follows:



Cash
      $
        22,945Receivable
      1,800Prepaid
        expenses
      20,000Notes
        receivable
      48,000Property
        and equipment
      5,285Other
        assets
      2,036100,066Accounts
        payable and accrued liabilities
      (3,418)Net
        assets
      $
        96,648




Prior
to the merger Secure Enterprise Solutions Inc.'s fiscal year ended on June 30.
 In recording the business combination, Secure Enterprise Solutions Inc.'s
prior period financial statements have been restated to conform with the
Company's year end. The effects of conforming Secure Enterprise Solutions Inc.'s
accounting policies to those of the Company were not material.

page 22

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003



2.

GOING
CONCERN



These
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America with
the on-going assumption that the Company will be able to realize its assets and
discharge its liabilities in the normal course of business.  However,
certain conditions noted below currently exist, which raise substantial doubt
about the Company's ability to continue as a going concern.  These
consolidated financial statements do not include any adjustments to the amounts
and classifications of assets and liabilities that might be necessary should the
Company be unable to continue as a going concern.



The
operations of the Company have primarily been funded by the issuance of capital
stock and revenue from operations.  Continued operations of the Company are
dependent on the Company's ability to complete public equity financing, borrow
privately,  or generate profitable operations in the future.
 Management's plan in this regard is to secure additional funds through
operations through equity financing and through loans made by financial
institutions and stockholders of the Company.



2003
      2002Net
        loss
      $
        (556,094)
      $
        (65,119)Accumulated
        deficit
      (677,397)
      (121,303)Working
        capital
      118,611
      31,287






3.

SIGNIFICANT
ACCOUNTING POLICIES



The
significant accounting policies adopted by the Company are as follows:



Principles
of consolidation



These
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary.  Significant inter-company transactions have been
eliminated upon consolidation.



Use
of estimates



The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses during the
year.  Actual results could differ from these estimates.







Foreign
currency translation



The
Company's operations are substantially through a Canadian subsidiary whose
functional currency is the Canadian dollar.  Assets and liabilities
denominated in Canadian dollars are translated to United States dollars using
the exchange rate in effect at the year end date. Revenue and expenses are
translated to United States dollars using the average rate of exchange for the
respective period.



Exchange
gains and losses arising on this translation are excluded from the determination
of income and are reported as a foreign currency translation adjustment in
stockholders' equity (deficiency).



page 23

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003



3.

SIGNIFICANT
ACCOUNTING POLICIES (cont'd...)



Accounts
receivable



Trade
and other accounts receivable are reported at face value less any provisions for
uncollectible accounts considered necessary. Accounts receivable primarily
includes trade receivables from customers and Goods and Services Taxes
receivable in Canada.   The Company estimates doubtful accounts on an
item-to-item basis and includes over-aged accounts as part of allowance for
doubtful accounts, which are generally ones that are ninety-days overdue.
 Bad debt expense for the year ended April 30, 2003, was $10,985 (2002 - $15,404).



Property
and equipment



Property
and equipment are recorded at cost less accumulated depreciation.
 Depreciation is recorded annually on a declining balance basis at the
following annual rates:



|Office
      equipment and furniture | 20%  | 
|------------------------------------ | ---- | 
|Computer
      equipment             | 30%  | 
|Computer
      software              | 100% | 



Impairment
of long-lived assets and long-lived assets to be disposed of



Long-lived
assets and certain identifiable recorded intangibles are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an asset to future
net cash flows expected to be generated by the asset.  If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets.  Assets to be disposed of are reported at the lower of the carrying
amount and the fair value less costs to sell. At April 30, 2003 and 2002, the
Company does not have any long-lived assets reported on its consolidated balance
sheets.



Revenue
recognition



Revenues
from IT consulting services are recognized when the price is fixed or
determinable, the services have been provided and ultimate collection is
reasonably assured.  The Company enters into agreements with customers for
a fixed price which only fluctuates when the customer requires additional work.



Stock-based
compensation



The
Company accounts for its stock-based compensation arrangements with employees in
accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25") and related interpretations.  This
practice is allowed under the provisions of Statements of Financial Accounting
Standards No. 123 "Accounting for Stock-Based Compensation"("SFAS
123").  As such, compensation expense under fixed term option plans is
recorded at the date of grant only to the extent that the market value of the
underlying stock at the date of grant exceeds the exercise price.  The
Company recognizes compensation expense for stock options, common stock and
other equity instruments issued to non-employees for services received based
upon the fair value of the services or equity instruments issued, whichever is
more reliably determined, in accordance with Emerging Issues Task Force No.
96-18, "Accounting for Equity Instruments that are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling, Goods or Services".
 Stock compensation expense is recognized as the stock option is earned,
which is generally over the vesting period of the underlying option.



page 24

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003





3.

SIGNIFICANT
ACCOUNTING POLICIES (cont'd...)



Stock-based
compensation (cont'd...)



The
following table illustrates the effect on net loss and net loss per share if the
Company had applied the fair value recognition provisions of SFAS 123 to
stock-based compensation:



2003
      2002Net
        loss, as reported
      $
        (556,094)
      $
        (65,119)Add:
        Total
        stock-based employee compensation expense included in loss, as reported
        determined under APB 25, net of related tax effects
      -
      -Deduct:
        Total
        stock-based employee compensation expense determined under fair value
        based method for all awards, net of related tax effects
      (36,032)
      -Pro-forma
        net loss
      $
        (592,126)
      $
        (65,119)Basic
        and diluted net loss per share, as reported
      $
        (0.02)
      $
        (0.01)Basic
        and diluted net loss per share, pro-forma
      $
        (0.02)
      $
        (0.01)




The
fair value of each option grant has been estimated on the date of the grant
using the Black-Scholes option pricing model with the following assumptions:



2003
      2002Expected
        dividend yield
      -
      -Expected
        stock price volatility
      187%
      -Risk-free
        interest rate
      2.92%
      -Expected
        life of options
      5
        years
      -




Income
taxes



The
Company follows the asset and liability method of accounting for income taxes.
 Under this method, current income taxes are recognized for the estimated
income taxes payable for the current period.  Deferred income taxes are
provided based on the estimated future tax effects of temporary differences
between financial statement carrying amounts of assets and liabilities and their
respective tax bases, as well as the benefit of losses available to be carried
forward to future years for tax purposes.



Deferred
tax assets and liabilities are measured using the enacted tax rates that are
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered and settled.  The effect on future
tax assets and liabilities of a change in tax rates is recognized in operations
in the period that includes the enactment date.  A valuation allowance is
recorded for future tax assets when it is not more likely than not that such
future tax assets will be realized.



page 25

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003



3.

SIGNIFICANT
ACCOUNTING POLICIES (cont'd...)



Net
loss per share



Basic
loss per share is computed using the weighted average number of common shares
outstanding during the periods.  Diluted loss per share is computed using
the weighted average number of common shares and potentially dilutive common
stock equivalents, including stock options and warrants outstanding during the
period.  As the Company has a net loss in each of the periods presented,
basic and diluted net loss per share is the same, as any exercise of the share
purchase options outstanding would be anti-dilutive.



Recent
accounting pronouncements



In
June 2001, the Financial Accounting Standards Board ("FASB") approved the
issuance of Statements of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142").  SFAS 142 requires that
goodwill no longer be amortized to earnings, but instead be reviewed for
impairment.  The statement is effective for fiscal years beginning after
December 15, 2001, and is required to be applied at the beginning of an entity's
fiscal year and to be applied to all goodwill and other intangible assets
recognized in its financial statements at that date.  Impairment losses for
goodwill and indefinite-lived intangible assets that arise due to the initial
application of this statement (resulting from a transitional impairment test)
are to be reported as resulting from a change in accounting principle.
 Under an exception to the date at which this statement becomes effective,
goodwill and intangible assets acquired after June 30, 2001, will be subject
immediately to the non-amortization and amortization provisions of this
statement.



In
June 2001, FASB issued Statements of Financial Accounting Standards No. 143, "Accounting
for Asset Retirement Obligations" ("SFAS 143") that records the fair value
of the liability for closure and removal costs associated with the legal
obligations upon retirement or removal of any tangible long-lived assets.
 The initial recognition of the liability will be capitalized as part of
the asset cost and depreciated over its estimated useful life.  SFAS 143 is
required to be adopted effective January 1, 2003.



In
August 2001, FASB issued Statements of Financial Accounting Standards No. 144, "Accounting for the Impairment on Disposal of Long-lived Assets" ("SFAS
144"), which supersedes Statements of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets
to be Disposed of".  SFAS 144 requires that long-lived assets that are to
be disposed of by sale be measured at the lower of book value or fair value less
cost to sell.  Additionally, SFAS 144 expands the scope of discontinued
operations to include all components of an entity with operations that (1) can
be distinguished from the rest of the entity and (2) will be eliminated from the
ongoing operations of the entity in a disposal transaction.  SFAS 144 is
effective for fiscal years beginning after December 15, 2001, and, generally,
its provisions are to be applied prospectively.



In
April 2002, FASB issued Statements of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections" ("SFAS 145").  SFAS 145 eliminates
the requirement that gains and losses from the extinguishment of debt be
aggregated and, if material, classified as an extraordinary item, net of the
related income tax effect and eliminates an inconsistency between the accounting
for sale-leaseback transactions and certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. Generally,
SFAS 145 is effective for transactions occurring after May 15, 2002.



page 26

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003



3.

SIGNIFICANT
ACCOUNTING POLICIES (cont'd...)



Recent
accounting pronouncements (cont'd...)



In
June 2002, FASB issued Statements of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities" ("SFAS 146") that
nullifies Emerging Issues Task Force No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(Including Certain Costs Incurred in a Restructuring)" ("EITF 94-3").
 SFAS 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred, whereby EITF
94-3 had recognized the liability at the commitment date to an exit plan.
 The provisions of this statement are effective for exit or disposal
activities that are initiated after December 31, 2002 with earlier application
encouraged.



In
October 2002, FASB issued Statements of Financial Accounting Standards No. 147, "Accounting of Certain Financial Institutions
- an amendment of FASB
Statements No. 72 and 44 and FASB Interpretation No. 9" ("SFAS 147").
 SFAS 147 requires the application of the purchase method of accounting to
all acquisitions of financial institutions, except transactions between two or
more mutual enterprises.  SFAS 147 is effective for acquisitions for which
the date of acquisition is on or after October 1, 2002.



In
December 2002, FASB issued Statements of Financial Accounting Standards No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123" ("SFAS 148").  SFAS 148 amends
FASB Statement No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation.  In addition, SFAS 148 amends the disclosure
requirements of FASB Statement No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results.  SFAS 148 is effective for fiscal years ending after December 31,
2002.



In
April 2003, FASB issued Statements of Financial Accounting Standards No. 149 "Amendment
of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS
149").  SFAS 149 amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities under FASB Statement No. 133 "Accounting
for Derivative Instruments and Hedging Activities".  SFAS 149 is
generally effective for contracts entered into or modified after June 30, 2003.



In
May 2003, FASB issued Statements of Financial Accounting Standards No. 150 "Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity" ("SFAS 150").  SFAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity.  SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003.



In
November 2002 the FASB issued FASB Interpretation No., or FIN 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantee of Indebtedness of Others" ("FIN 45").  FIN 45 requires
that upon issuance of a guarantee, the guarantor must recognize a liability for
the fair value of the obligation it assumes under that guarantee. FIN 45's
provisions for initial recognition and measurement should be applied on a
prospective basis to guarantees issued or modified after December 31, 2002. The
guarantor's previous accounting for guarantees that were issued before the date
of FIN 45's initial application may not be revised or restated to reflect the
effect of the recognition and measurement provisions of the Interpretation. The
disclosure requirements are effective for financial statements of both interim
and annual periods that end after December 15, 2002.



page 27

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003



3.

SIGNIFICANT
ACCOUNTING POLICIES (cont'd...)



Recent
accounting pronouncements (cont'd...)



In January
2003, FASB Interpretation No. 46 ("FIN No. 46"), "Consolidation
of Variable Interest Entities, an interpretation of Accounting Research Bulletin
No. 51," was issued. In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights
or (b) has equity investors that do not provide sufficient financial
resources for the entity to support its activities. FIN No. 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or is entitled to receive a majority of the entity's residual
returns or both.



The
adoption of these new pronouncements is not expected to have a material effect
on the Company's consolidated financial position or results of operations.



Comparative
figure



Certain
comparative figures have been reclassified to conform with the presentation
adopted in the current year.





4.

PREPAID
EXPENSES



Prepaid
expenses consist of consulting fees paid in advance of services rendered and
prepaid insurance.  Included in the amount, is $166,667 (net of accumulated
amortization of $83,333) related to the issuance of 1,000,000 common shares of
the Company valued at $250,000.  The amount is being amortized on a
straight line basis over twelve months as the services are rendered.  The
price used to value the shares was the closing market value on the date of the
commitment to issue the shares.





5.

PROPERTY
AND EQUIPMENT



2003
      
      2002Cost
      Accumulated
        Depreciation
      Net
        Book
        Value
      
      Cost
      Accumulated
        Depreciation
      Net
        Book
        ValueOffice
        equipment andfurniture
      $
        13,848
      $
        6,909
      $
        6,939
      
      $
        12,526
      $
        4,765
      $
        7,761Computer
        equipment
      33,135
      24,772
      8,363
      
      30,397
      19,405
      10,992Computer
        software
      14,082
      14,082
      -
      
      12,922
      12,922
      -$
        61,065
      $
        45,763
      $
        15,302
      
      $
        55,845
      $
        37,092
      $
        18,753


page 28

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003





5.

PROPERTY
AND EQUIPMENT (cont'd...)



Included
in the net book value of computer equipment is $620 under capital leases.
 Depreciation of capitalized leases is combined with total depreciation.





6.

NOTE
RECEIVABLE



Note
receivable relates to the sale of media assets to former shareholders of the
Company during the current year.  The note was non-interest bearing and
unsecured.  The note holders had the legal option to offset any amounts
owed to them by the note.  During the current year, $36,250 was offset
against liabilities owed to these former shareholders.  Management has
determined that the remaining $11,750 would unlikely be collectible and
accordingly has written-off the balance to the consolidated statements of
operations.





7.

BANK
INDEBTEDNESS



2003
      2002Bank
        overdraft
      $
        46,543
      $
        -Demand
        loan
      69,846
      -$
        116,389
      $
        -




Interest
on the demand loan is calculated at prime plus 2.5%.  The Company had no
unutilized line-of credit as of April 30, 2003, and CDN$100,000 (US $63,800) as
of April 30, 2002.





8.

LOAN
PAYABLE



The
loan was a short-term demand loan that was unsecured and non-interest bearing.
 The balance of the loan was paid-off during the current year.





9.

CAPITAL
LEASE OBLIGATIONS



The
Company leases certain computer equipment under agreements that are classified
as capital leases.  The future minimum lease payments required under the
capital leases are as follows:



2004
      
      $
        678Total
        minimum payments
      
      678Less
        amount representing interest
      
      (58)620Current
        portion
      
      (620)$
        -


page 29

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003





10.

DUE
TO RELATED PARTIES



2003
      2002Current
        portionDue
        to a director of the Company (CDN$50,000 (2002 - CDN$70,000)), bears
        interest at 20%, unsecured, due on November 15, 2003.
      $
        34,665
      $
        44,685Due
        to a company controlled by a relative of one of the directors
        ((CDN$50,000) (2002 - $0), bears interest at 20%, unsecured, due on
        November 15, 2003.
      34,665
      -$
        69,330
      $
        44,685Long
        term portionDue
        to directors and former directors of the Company (CDN$67,276 (2002 - CDN$97,373)), non-interest bearing, unsecured, with no specific terms of
        repayment but not to be repaid within the next year.
      $
        46,462
      $
        152,535






11.

CAPITAL
STOCK











Common
stock



Holders
of common stock are entitled to one vote for each share held.  There are no
restrictions that limit the Company' ability to pay dividends on its common
stock.  The Company has not declared any dividends since incorporation.
 The Company's common stock has no par value.  However, for
reporting purposes, the Company has assigned a per share amount of $0.001 to
common stock.



Stock
options



The
Company has a stock option plan enabling it to grant options for up to 2,800,000
shares of common stock to directors and employees of the Company.  The
exercise price of all stock options, granted under the stock option program must
be at least equal to the fair market value (subject to regulated discounts) of
such shares of common stock on the date of grant.  Stock options granted to
directors and employees of the Company generally have a life of five years and
frequently vest equally over the first three years.

page 30

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003





11.

CAPITAL
STOCK (cont'd...)



Stock
options (cont'd...)



Following
is a summary of stock option activity:



Number
        of
        Shares
      Weighted
        Average
        Exercise
        PriceOutstanding
        at April 30, 2002 and 2001
      1,060,000
      $
        0.26Granted
      1,380,000
      0.33Forfeited
      -
      -Exercised
      (864,950)
      0.24Outstanding
        at April 30, 2003
      1,575,050
      $
        0.33Weighted
        average fair value of options granted during the year
      $
        0.10
      -




Following
is a summary of the status of stock options outstanding at April 30, 2003:



Outstanding
        Options
      
      Exercisable
        OptionsExercise
        Price
      Number
      Weighted
        Average
        Remaining
        Contractual
        Life
      Weighted
        Average
        Exercise
        Price
      
      Number
      Weighted
        Average
        Exercise
        Price$
        0.30
      885,050
      0.57
      0.30
      
      540,000
      $
        0.300.35
      345,000
      4.50
      0.35
      
      -
      -0.40
      345,000
      4.50
      0.40
      
      -
      -


page 31

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003



11.

CAPITAL
STOCK (cont'd...)



Warrants



As
of April 30, 2003, warrants were outstanding enabling the holders to acquire
shares of common stock as follows:



Number
        of
        Shares
      Exercise
        Price
      
      Expiration
        Date225,000
      $   1.00
      
      November
        29, 2004100,000
      1.00
      
      November
        30, 2004148,500
      1.00
      
      December
        13, 2004118,000
      1.00
      
      January
        3, 2005147,000
      1.00
      
      February
        15, 2005860,000
      1.00
      
      February
        25, 2005






12.

COMMITMENTS



The
Company entered into operating lease agreements for its premises.  The
annual lease commitments under these leases are as follows:



2004

$

46,106

2005

36,146

2006

33,231

2007

1,264



Rent
expense for the year ended April 30, 2003, was $28,994 (2002 - $31,487).





13.

RELATED
PARTY TRANSACTIONS



During
the year ended April 30, 2003, the Company entered into the following related
party transactions:



a)

Settled
$56,150 of amounts owing to former directors of the Company through issuance of
common stock and offsetting of note receivable from the former directors.



b)

Paid
or accrued consulting fees of $46,339 to former directors of the Company and
none for the year ended April 30, 2002.



c)

Paid
$4,544 (2002 - $3,721) in interest on loans to a director and to a Company owned
by a relative of a director of the Company.



Included
in accounts payable is $21,900 as of April 30, 2003, owed to a Company owned by
a former director of the Company.  There were none as of April 30, 2002.

page 32

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003



13.

RELATED
PARTY TRANSACTIONS(cont'd...)



The
amounts charged to the Company for the services provided have been determined by
negotiations among the parties and, in certain cases, are covered by signed
agreements.  These transactions were in the normal course of operations and
were measured at the exchange value which represented the amount of
consideration established and agreed to by the related parties.





14.

INCOME
TAXES



There
was no income tax benefit attributable to losses from operations in the United
States of America for the years ended April 30, 2003 and 2002.  Income
taxes and differed from the amounts computed by applying the United States of
America federal income tax rate of 34 percent to pretax losses from operations
as a result of the following:



2003
      2002Computed
        "expected" tax benefit
      $
        189,072
      $
        22,141Increase
        in income taxes resulting from income taxes in a higher tax jurisdiction
      9,305
      2,344Change
        in valuation allowance
      (198,377)
      (24,485)$
        -
      $
        -




The
tax effects of temporary differences that give rise to significant portions of
the future tax assets and future tax liabilities as of April 30, 2003 and 2002,
are presented below:



2003
      2002Deferred
        tax assets:Net
        operating loss carryforwards
      $
        399,422
      $
        30,987Valuation
        allowance
      (399,422)
      (30,987)Total
        deferred tax assets
      $
        -
      $
        -




The
valuation allowance for deferred tax assets as of April 30, 2003 and 2002, was
$399,422 and $30,987, respectively.  In assessing the realizability of
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be realized.
 The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible.



Management
considers the scheduled reversal of deferred tax liabilities, projected future
taxable income, and tax planning strategies in assessing the realizability of
deferred tax assets.  In order to fully realize the deferred tax asset
attributable to net operating loss carryforwards, the Company will need to
generate future taxable income of approximately $1,200,000 prior to the
expiration of the net operating loss carryforwards.  Of the $399,422
operating loss carryforwards, $130,893 is attributable to Canada, and expires
between 2004 to 2010.  The remaining $268,529 is attributable to the United
States and begins to expire in 2017.

page 33

---

EDGETECH
SERVICES INC. AND SUBSIDIARY

(formerly
Secure Enterprise Solutions Inc.)

NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS

APRIL
30, 2003





15.

SEGMENT
INFORMATION



The
Company has one reportable segment, that being providing security services and
IT solutions and services.  This reportable segment was determined based on
the nature of the products offered.  Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly in deciding how to allocate resources and
in assessing performance.  The Company evaluates performance based on
several factors, of which the primary financial measure is business segment
income before taxes.  The Company operates principally in Canada.





16.

CONCENTRATIONS



Major
customers



The
Company has concentrations with respect to the volume of business conducted with
several major customers.  For the years ended April 30, 2003,,the Company
made sales of $697,084  and $319,329  to two customers which were in
excess of 10% of total sales for 2003..  For the year ended April 30, 2002,
the Company made sales of $330,318, $181,844, $137,071 and $111,014 to four
customers which were in excess of 10% of total sales for 2002.



Credit
risk



Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash and accounts receivable.  The Company places
its cash with high quality financial institutions and limits the amount of
credit exposure with any one institution.  The Company has concentrations
of credit risk with respect to accounts receivable, as large amounts of its
accounts receivable are concentrated geographically in Canada amongst a small
number of customers.  As of April 30, 2003, two customers totalling
$142,015 and $241,011 accounted for total accounts receivable greater than 10%.
 At April 30, 2002, two customers totalling $117,711 and $28,343 accounted
for total accounts receivable greater than 10%.  The Company controls
credit risk through credit approvals, credit limits, and monitoring procedures.
 The Company performs credit evaluations of its commercial customers but
generally does not require collateral to support accounts receivable.  The
Company's major receivables are with high quality, large corporations.





17.

FINANCIAL
INSTRUMENTS



The
Company's financial instruments consist of cash, accounts receivable, bank
indebtedness, accounts payable and accrued liabilities, loan payable, capital
lease obligations and due to related parties.  Unless otherwise noted, it
is management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.  The
fair value of these financial instruments approximates their carrying value, due
to their short-term maturities or ability of prompt liquidation.



The
fair value of due to related parties is not determinable as it has no repayment
terms.



page 34

---



EDGETECH
SERVICES INC.



Item
8. Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.



As
previously filed on form 8-K, in March 2003, we (the "Registrant")
decided to engage new auditors as our independent accountants to audit our
financial statements.  Our's Board of Directors approved the change of
accountants to Dohan and Company, P.A., CPA's effective on March 10, 2003.

During
our recent fiscal years ended June 30, 2001 and June 30, 2000, and any
subsequent interim periods preceding the change in accountants, there were no
disagreements with Davidson & Company on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
 The report on the financial statements prepared by Davidson & Company
for either of the fiscal years ended June 30, 2001 and June 30, 2000, did not
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to audit scope or accounting principles.  The report on the
financial statements prepared by Davidson & Company for the years ended June
30, 2001 and June 30, 2000 was, however, modified as to uncertainty as the
report contained a modifying paragraph with respect to our ability to continue
as a going concern.

---



We
have provided Davidson & Company with a copy of this Current Report on prior
to its filing with the SEC, and requested that they furnish us with a letter
addressed to the SEC stating whether they agree with the statements made in the
Current Report on Form 8-K, and if not, stating the aspects with which they do
not agree.  A copy of the letter provided by Davidson & Company, dated
March 10, 2003, was attached to the Form 8-K as an exhibit.

We
have engaged the firm of Dohan and Company, P.A., CPA's as of March 10, 2003.
 In connection with the fiscal years ended June 30, 2001 and June 30, 2000
and any subsequent interim periods preceding the change in accountants, Dohan
and Company, P.A., CPA's was not consulted on any matter relating to
accounting principles to a specific completed or proposed transaction or the
type of audit opinion that might be rendered on our financial statements.
 In connection with the fiscal years ended June 30, 2001 and June 30, 2000
and any subsequent interim periods preceding the change in accountants, Dohan
and Company, P.A., CPA's did not provide any written or oral advice that was
an important factor considered by it in reaching any decision as to the
accounting, auditing or financial reporting issues.



page 35

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EDGETECH
SERVICES INC.





PART
III

Item
9. Directors, Executive Officers, Promoters and Control Persons; Compliance With
Section 16(a) of the Exchange Act.



Our directors and executive
officers as of the date of this Report are as follows:

|Name           | Age | Position                                                    
|-------------- | --- | ------------------------------------------------------------
|Tae Ho Kim     | 40  | Chief Executive Officer                                     
|Sang Ho Kim    | 38  | President, CFO and
      Chairman of our Board of Directors.
|Robert Pollack | 62  | Director                                                    
|Fred Fulcher   | 70  | Director                                                    





Mr.
Tae Ho Kimwas appointed as a director in December 2002, and does not serve
as director to any other company.  Mr. Kim is the CEO of Edgetech Services
Inc (formerly Secure Enterprise Solutions Inc.) Since 1998 he has been a partner
and co-founder of Edgetech Services Inc. From 1994-1998 Mr. Kim was a financial
consultant and senior consultant at CIBC Wood Gundy Securities Inc; and from
1993-1994 a financial advisor at Midland Walwyn Capital Inc. From 1990-1993 Mr.
Kim was an account officer at CIBC - Winnipeg Corporate Banking Centre. He was
previously also involved in small business activities.



Tae
Ho Kim offers a strong background in financial analysis through his experience
in the financial industry. His operations and management experience in Edgetech
Services Inc. has broadened his experience into several sectors of the
technology industry and he is well-known in his industry sector.





Mr.
Sang Ho Kim, B.SC, P.Eng, was appointed as a director in December 2002, and
does not serve as director to any other company.  Mr Kim is the President
of Edgetech Services Inc. (formerly Secure Enterprise Solutions Inc.) and
co-founder of Edgetech Services Inc. Sang Ho Kim is primarily responsible for
building Edgetech Services from a 3-person startup to a successful consulting
practice with over 20 staff and 400% revenue growth since 1998.



From
1993 through 1998, Mr. Kim was Electronic Commerce Manager and Project Manager
for Groupe Schneider Canada and Schneider Electric Canada. As such he supervised
engineering and programming staff, coordinated the IT needs of varying
departments, implemented Electronic Data Interfaces and more.



Sang
Ho Kim earlier worked with Asea Brown Boveri Inc, Marshall Macklin Monaghan Ltd,
and with Canada Wire and Cable Ltd. He has extensive skills with many different
types of software and also has strong classroom facilitation and presentation
abilities associated with skills training.



Mr.
Robert Pollack, MBA, was appointed as a director in December 2002 and has
over 30 years of business leadership in start-ups, mid-stage, and turn around
companies. Many companies under his leadership have prospered in the public
marketplace. Mr. Pollack is a partner in Wildwood Capital LLC, an investment
bank that specializes in working with small and mid-sized companies in high
growth markets.  Currently, Mr. Pollack is also serving as a
Consultant-Network Security Managing Director at Continuum Partners, LLC.



page 36

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EDGETECH
SERVICES INC.





Mr.
Pollack spent seven successful years as an independent business and technology
consultant specializing in large Secure VPN & Internet Systems. He was
previously President and COO of Graphics Imaging Systems where he was
instrumental in taking the company from start-up to over $10 million in sales
before the company was successfully sold. Mr. Pollack was a founder of Proteaon,
the first high speed, router based secure fiber optic local and wider area
networks approved by the National Security Agency. Under his direction, sales
went from start-up to over $175 million in revenue over a six-year period.
Earlier he was President & COO of Putnam Gellman, a CAD/CAM company & VP
of Technology of Pioneer Systems, a large conglomerate; a founder and first
President of Sci-Tex Ltd., which he grew to over $100 million in revenue;
Director, New Technologies Business Development for General Electric; and Member
of the Technical Staff at Bell Telephone Laboratories.



He
holds an MBA from General Electric's Crotonville School of Management,
Seventy-five graduate credits at the Masters level in electrical engineering
& computer science from Bell Labs, and a BS from the City University of New
York in Physics and Mathematics. Bob also is honorably discharged from the US
Army.





Fred
Fulcher, CA, CPA, was appointed as a director in December 2002, and does not
serve as a director of any other company.  Mr. Fulcher has over 35 years
experience with large diversified corporations in senior management positions.
Since 1993 he has been a business consultant under contract to the Winnipeg
Airport Authority.



His
corporate business experience has included 10 years with Ford Motor Company
(latterly as Operations Controller), 1.5 years with Burns Foods as Corporate
Controller, and over 23 years with James Richardson & Sons Limited, a
privately owned business conglomerate as VP Corporate Planning &
Development.  His diversified business background has involved extensive
corporate budgeting, profit planning, financial modeling, organization planning,
communications and manpower planning responsibilities. This has included a
strong mix of business studies, problem-solving assignments and board-level
presentations

Mr.
Fulcher is currently Special Consultant to the CEO, Winnipeg Airport Authority
and a member of the Canadian Airports Council.



COMPOSITION
OF OUR BOARD OF DIRECTORS



We
currently have four directors. All directors currently hold office until the
next annual meeting of stockholders or until their successors have been elected
and qualified. Our officers are appointed annually by the Board of Directors and
hold office until their successors are appointed and qualified. Pursuant to the
Company's by-laws, the number of directors shall be increased or decreased
from time to time by resolution of the Board of Directors or the shareholders.
 No director or executive officer of ours has been a director or executive
director of any business, which has filed a bankruptcy petition, or had a
bankruptcy petition filed against it.  No director or executive officer of
ours has been convicted or a criminal offence or is the subject of a pending
criminal proceeding.  No director or executive officer of ours has been the
subject of any order, judgment or decree of any court permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities.  No director or officer or
ours has been found by a court to have violated a federal or state securities of
commodities law.



page 37

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EDGETECH
SERVICES INC.



COMMITTEES
OF OUR BOARD OF DIRECTORS



We
currently do not have any committees of our Board of Directors. The full Board
of Directors fulfills the role of the Audit Committee.



DIRECTOR
COMPENSATION



Directors
currently do not receive cash compensation for their services as members of the
Board of Directors, although members are reimbursed for expenses in connection
with attendance at Board of Directors meetings and specific Company business
meetings.  Directors are eligible to participate in our stock option plans.
Option grants to directors are at the discretion of the Board of
Directors.





SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Section
16(a) of the Securities Exchange Act of 1934 requires the Company's directors
and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of our Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish our Company with copies
of all Section 16(a) forms they file.

Our
Company's officers, directors and greater than ten percent beneficial owners
filed in a timely manner in accordance with Section 16(a) filing requirements.





page 38

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EDGETECH
SERVICES INC.





Item
10. Executive Compensation.



SUMMARY
COMPENSATION TABLE



Annual
      Compensation
    Long-term
      CompensationName
      and Principal Position
    Year
    Salary
    Bonus
    Other
      Annual
      Compensation
    Restricted
      Stock Awards
    Securities
      Underlying Options /
    All
      Other
      Compensation$
    $
    $
    $
    SARs 
      (#)
    $Tae
      Ho Kim -  CEO
    2003
    24,723
    -
    -
    -
    450,000
      (1)
    -2002
    20,474
    -
    -
    -
    
    -Sang
      Ho Kim - President, CFO.
    2003
    27,945
    -
    -
    -
    450,000
      (2)
    -2002
    27,327
    -
    -
    -
    
    -


(1)
During the current year, 600,000 stock options were granted to Tae Ho Kim, of
which 150,000 were exercised at $0.25 per common share for a dollar value of
$37,500. The granting of the 600,000 stock options represents 43% of the total
options granted to employees during the current fiscal year.  As of April
30, 2003, 450,000 options remain outstanding for Tae Ho Kim as follows: 150,000
stock options at $0.30 per common share that vest on November 1, 2003; 150,000
stock options at $0.35 per common share that vest on November 1, 2004; and
150,000 stock options at $0.40 per common share that vest on November 1, 2005.
 All of the stock options expire on November 7, 2007.  None of the
options are in-the-money as of April 30, 2003 or July 18, 2003

(2)
During the current year, 600,000 stock options were granted to Sang Ho Kim, of
which 150,000 were exercised at $0.25 per common share for a dollar value of
$37,500. The granting of the 600,000 stock options represents 43% of the total
options granted to employees during the current fiscal year.  As of April
30, 2003, 450,000 options remain outstanding for Sang Ho Kim as follows: 150,000
stock options at $0.30 per common share that vest on November 1, 2003; 150,000
stock options at $0.35 per common share that vest on November 1, 2004; and
150,000 stock options at $0.40 per common share that vest on November 1, 2005.
 All of the stock options expire on November 7, 2007.  None of the
options are in-the-money as of April 30, 2003 or July 18, 2003.

page 39

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EDGETECH
SERVICES INC.



Item
11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.



The
following table sets forth certain information known to us with respect to
beneficial ownership of our common stock as of July 18, 2003 by:

each
person known by us to beneficially own 5% or more of our outstanding common
stock;

each
of our directors;

each
of the Named Executive Officers; and

all
of our directors and Named Executive Officers as a group.

In
general, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
such security, or the power to dispose or direct the disposition of such
security. In computing the number of shares beneficially owned by a person and
the percentage ownership of that person, shares of common stock subject to
options or debentures held by that person that are currently exercisable or
convertible or exercisable or convertible within 60 days of July 18, 2003 are
deemed outstanding.

Percentage
of beneficial ownership is based upon 11,104,608shares of common
stock outstanding at July 18, 2003. To our knowledge, except as set forth in the
footnotes to this table and subject to applicable community property laws, each
person named in the table has sole voting and investment power with respect to
the shares set forth opposite such person's name.  Except as otherwise
indicated, the address of each of the persons in this table is as follows: c/o
Edgetech Services Inc, 18 Wynford Drive, Suite 615, Toronto, Ontarop, M3C 3S2.



Name
      and Address of Beneficial Owner
    Number
      of Shares Beneficially Owned
    
    Percent
      of ClassTae
      Ho Kim - CEO
      C/O
      Edgetech Services Inc.
    6,155,769
      $0.001 Par Value, Common Stock
    (1)
    19%Sang
      Ho Kim - President, CFO
      C/O
      Edgetech Services Inc.
    6,648,231
      $0.001 Par Value, Common Stock
    (2)
    20%Frederick
      M Fulcher - Director
      C/O
      Edgetech Services Inc,
    738,692
      $0.001 Par Value, Common Stock
    (3)
    2%Robert
      Pollack - Director
      C/O
      Edgetech Services Inc.
    0
    (3)
    0%All
      directors and Named Executive Officers as a group (4 persons)
    13,542,692
      $0.001 Par Value, Common Stock
    
    41%


page 40

---



EDGETECH
SERVICES INC.



(1)

Tae
Ho Kim also holds 150,000 stock options at $0.30 per common share that vest on
November 1, 2003; 150,000 stock options at $0.35 per common share that vest on
November 1, 2004; and 150,000 stock options at $0.40 per common share that vest
on November 1, 2005.  All of the stock options expire on November 7, 2007.
 These options are not included in the number of shares beneficially owned,
as they cannot be acquired within 60 days of the date of this annual report. Tae
Ho Kim does not hold any warrants.

(2)

Sang
Ho Kim also holds 150,000 stock options at $0.30 per common share that vest on
November 1, 2003; 150,000 stock options at $0.35 per common share that vest on
November 1, 2004; and 150,000 stock options at $0.40 per common share that vest
on November 1, 2005.  All of the stock options expire on November 7, 2007.
 These options are not included in the number of shares beneficially owned,
as they cannot be acquired within 60 days of the date of this annual report.
 Sang Ho Kim does not hold any warrants.

(3)

These
individuals do not have any stock options or warrants.

We
are not aware of any arrangements, which may result in "changes in control"
as that term is defined by the provisions of Item 403 (C) of Regulation S-B.



Item
12. Certain Relationships and Related Transactions.



During
the year ended April 30, 2003, our Company entered into the following related
party transactions:



a)

Settled
$56,150 of amounts owing to directors and former directors of our Company
through issuance of Common Stock and offsetting of note receivable from the
directors and former directors.  These amounts included a $6,600 payable to
Chris Bunka (a former director of our Company); a $24,000 settlement of a
payable to Chris Bunka through an offset of a note receivable, a settlement of
$13,300 with Fred Fulcher, a director of our Company; and $12,250 settlement of
a payable to Sudhir Khanna (a former director of our Company) through an offset
of a note receivable.



b)

Paid
or accrued consulting fees of $46,339 to former directors of our Company (2002 -
$Nil).  These amounts included $33,839 to Chris Bunka, and $12,500 to
Sudhir Khanna.



a)

Paid
$4,544 (2002 - $3,721) in interest on loans to a director and to a company owned
by a relative of a director of the Company.  These amounts included $3,246
to Fred Fulcher, and $1,298 to Wesferd Management, a company controlled by a
relative of Fred Fulcher.



page 41

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EDGETECH
SERVICES INC.



Included
in accounts payable is $21,900 (2002 - $Nil) owed to a Company owned by Chris
Bunka.

The
amounts charged to our Company for the services provided have been determined by
negotiations amongst the parties and, in certain cases, are covered by signed
agreements.  These transactions were in the normal course of operations and
were measured at the exchange value, which represented the amount of
consideration established and agreed to by the related parties.

Due
to related parties include the following:



2003
    2002Current
      portionDue
      to a director of the Company, Fred Fulcher  (CDN$50,000 (2002 -
      CDN$70,000)), bears interest at 20%, unsecured, due on November 15, 2003.
    $
      34,665
    $
      44,685Due
      to Wesferd Management, a company controlled by a relative of Fred Fulcher
      ((CDN$50,000) (2002 - $Nil), bears interest at 20%, unsecured, due on
      November 15, 2003.
    34,665
    -$
      69,330
    $
      44,685Long-term
      portionDue
      to directors and former directors of the Company (CDN$67,276 (2002 - CDN$97,373)), non interest bearing, unsecured, with no specific terms of
      repayment but not to be repaid within the next year.
    $
      46,462
    $
      152,535




We
had a Note receivable related to the sale of media assets to Chris Bunka and
Sudhir Khanna, former directors of our Company.  The note was non-interest
bearing and unsecured.  The note holders had the legal option to offset any
amounts owed to them by the note.  During the current year, $36,250 was
offset against liabilities owed to these former shareholders.  Management
has determined that the remaining $11,750 would unlikely be collectible and
accordingly has written-off the balance to the consolidated statements of
operations.



page 42

---



EDGETECH
SERVICES INC.



Item
13. Exhibits and Reports on Form 8-K.



(A)
Exhibits

|Exhibit
      Number | Description                                                                                                                                                                                                                                         
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                  | Articles
        of Incorporation filed May 16, 1997, and amendments thereto
        filed August 11, 1999, as filed with the Issuer's Form 10-SB
        (file no. 000-27397) filed on September 21, 1999
        incorporated herein by reference.
|3.3                  | Bylaws
        as filed with the Issuer's Form 10-SB (file no. 000-27397) on September
        21, 1999 incorporated herein by reference.                                                                                                           
|4.1                  | Form
        of Lock Up Agreement Executed by the Issuer's Shareholders as filed with
        the Issuer's Form 10-SB (file no.000-27397) filed on September
        21, 1999, incorporated herein by reference.                                    
|10.1                 | Acquisition
        agreement between Secure Enterprise Solutions Inc and Edgetech Services
        Inc. on (Inserted as an exhibit at the end of the document)                                                                                     
|10.2                 | Name
        change from Secure Enterprise Solutions Inc. to Edgetech Services Inc.
        (Inserted as an exhibit at the end of the document)                                                                                                     
|                     |                                                                                                                                                                                                                                                     
|99.1                 | Certification
        of Chief Executive Officer pursuant to  18 U.S.C. Section 1350, As
        adopted pursuant to Section 906 of the Sabanes-Oxley Act of 2002.
        (Inserted as an exhibit at the end of the document)                      
|99.2                 | Certification
        of Chief Financial Officer pursuant to  18 U.S.C. Section 1350, As
        adopted pursuant to Section 906 of the Sabanes-Oxley Act of 2002.
        (Inserted as an exhibit at the end of the document)                      



(B)
  Reports on Form 8-K



Form
  8-K filed on February 27, 2003 , reporting the resignation the
  directorial position of Mr. Sudhir Khanna.

Form
  8-K filed on March 17, 2003, reporting the change of independent
  accountants from Davidson & Company, Chartered Accountants to Dohan and
  Company, CPA's, P.A



page 43

---



EDGETECH
SERVICES INC.



Item
  14. Controls and Procedures.



(a)

Evaluation
  of disclosure controls and procedures.



The
  management of our Company evaluated the disclosure controls and procedures of
  the Company as at June 3, 2003 and found them to be operating efficiently and
  effectively to ensure that information required to be disclosed by our Company
  under the general rules and regulations promulgated under the Securities
  Exchange Act of 1934, is recorded, processed, summarized and reported, within
  the time periods specified by rules of the SEC. These disclosure controls and
  procedures include, without limitation, controls and procedures designed to
  ensure that information required to be disclosed by our Company is accumulated
  and communicated to the management of our Company, including its principal
  executive officer and principal financial officer as appropriate to allow
  timely decisions regarding required disclosure.



(b)

Changes
  in internal controls.

There
  were no significant changes in the internal controls of our Company since the
  date of the evaluation of our Company's controls or other factors that could
  significantly affect our Company's internal controls during the year ended
  April 30, 2003 and to the date of filing this annual report.



Item
  15. PRINCIPAL ACCOUNTANT FEES AND SERVICES



For
  the current year, audit and audit-related fees were $17,000.  All other
  fees were $3,000.  None of the above fees were subject to audit committee
  pre-approval requirements.









page 44

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EDGETECH
SERVICES INC.









SIGNATURES

In
  accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
  this report to be signed on its behalf by the undersigned, thereunto duly
  authorized.

|Edgetech
        Services Inc
        (Registrant)
|--------------------------------------------------
|                                                  
|By:
        /S/ Tae Ho Kim, CEO                   
|                                                  
|Tae
        Ho Kim                                
|                                                  
|Date:
         July 28, 2003                      



In
  accordance with the Exchange Act, this report has been signed below by the
  following persons on behalf of the registrant and in the capacities and on the
  dates indicated.



|By:
        /S/ Tae Ho Kim, CEO       
|--------------------------------------
|                                      
|Tae
        Ho Kim                    
|                                      
|Date:
        July 28, 2003           
|                                      
|By:
        /S/ Sang Ho Kim, President
|                                      
|Sang
        Ho Kim                   
|Date
        : July 28, 2003          





page 45

---



EDGETECH
SERVICES INC.



CERTIFICATIONS*



I,
  Tae Ho Kim, certify that:



1.
  I have reviewed this annual report on Form 10-KSB of Edgetech Services 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.
  The registrant's other certifying officers and I are responsible for
  establishing and maintaining disclosure controls and procedures (as defined in
  Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)
  designed such disclosure controls and procedures to ensure that material
  information relating to the registrant, including its consolidated
  subsidiaries, is made known to us by others within those entities,
  particularly during the period in which this annual report is being prepared;

b)
  evaluated the effectiveness of the registrant's disclosure controls and
  procedures 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 our conclusions about the effectiveness of the
  disclosure controls and procedures based on our evaluation as of the
  Evaluation Date;

5.
  The registrant's other certifying officers and I have disclosed, based on our
  most recent evaluation, to the registrant's auditors and the audit committee
  of registrant's board of directors (or persons performing the equivalent
  functions):

a)
  all significant deficiencies 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.
  The registrant's other certifying officers and I have indicated in this annual
  report whether 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:
  July 28, 2003



/S/
  Tae Ho Kim

Tae
  Ho Kim
  CEO

page 46

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EDGETECH
SERVICES INC.



I,
  Sang Ho Kim, certify that:



1.
  I have reviewed this annual report on Form 10-KSB of Edgetech Services 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.
  The registrant's other certifying officers and I are responsible for
  establishing and maintaining disclosure controls and procedures (as defined in
  Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)
  designed such disclosure controls and procedures to ensure that material
  information relating to the registrant, including its consolidated
  subsidiaries, is made known to us by others within those entities,
  particularly during the period in which this annual report is being prepared;

b)
  evaluated the effectiveness of the registrant's disclosure controls and
  procedures 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 our conclusions about the effectiveness of the
  disclosure controls and procedures based on our evaluation as of the
  Evaluation Date;

5.
  The registrant's other certifying officers and I have disclosed, based on our
  most recent evaluation, to the registrant's auditors and the audit committee
  of registrant's board of directors (or persons performing the equivalent
  functions):

a)
  all significant deficiencies 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.
  The registrant's other certifying officers and I have indicated in this annual
  report whether 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.



July
  28, 2003



/S/
  Sang Ho Kim

Sang
  Ho Kim
  President



page 47

---



EDGETECH
SERVICES INC.



Exhibits



10.1

ACQUISITION
  AGREEMENT



THIS
  AGREEMENT is made and dated for reference effective the 22nd day of May,
  2002.



BETWEEN:

SECURE
  ENTERPRISE SOLUTIONS INC.

5774
  Deadpine Drive

Kelowna,
  British Columbia

V1P
  1A3

250-765-6424

President@SETP.com



(hereinafter
  referred to as "SETP")





AND:

SANG
  HO KIM and TAE HO KIM

C/O
  EDGETECH SERVICES INC.

18
  Wynford Drive, Suite 615

Toronto,
  Ontario M3C 3S2



(hereinafter
  referred to as "THE KIMS")



AND:
                                       EDGETECH
  SERVICES INC.

18
  Wynford Drive, Suite 615

Toronto,
  Ontario  M3C 3S2



(hereinafter
  referred to as "ESI"





WHEREAS:



A.

SETP
  is a publicly traded company duly incorporated in the State of Nevada, listed
  on the US OTCBB exchange, trading under the symbol of "SETP", and is
  active in the businesses of information technology.



B.

THE
  KIMS are the registered and beneficial owners of fifty-two (52) shares of ESI
  being common shares with a par value of $1.00.



C.

Schedule
  A sets out the Remaining Shareholders in ESI.  THE KIMS will cause the
  Remaining Shareholder's shares to be sold to SETP under the terms of this
  Agreement.



page 48

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EDGETECH
SERVICES INC.



D.

ESI
  is a privately held corporation duly incorporated in the Province of Ontario
  and is an independent ISO9002 compliant consulting and information management
  firm focused on Project Management, Consulting, Outsourcing, and Software
  Development.



E.

SETP
  intends to purchase, and THE KIMS intend to sell, or cause to be sold, to SETP,
  a 100% interest in ESI with this Agreement by purchasing, in cash and common
  stock, all issued equity in ESI subject to the terms and conditions as noted
  herein.





WHEREFORE
  IN CONSIDERATION OF THE MUTUAL CONVENANTS CONTAINED HEREIN THE PARTIES AGREE
  AS FOLLOWS:



ARTICLE
  I - SCHEDULES

"A"
- ESI shareholders of record.

"B"
- The Financial Statements of ESI as at February 28, 2002.

"C"
  -  Proxy statements from all ESI shareholders.



ARTICLE
  2 - DEFINITIONS

In
  this Agreement:



2.1
"Closing Date" means within 10 days from the date of an Extraordinary
  General Meeting of the Shareholders of SETP, such meeting to be held on or
  before July 30, 2002.

2.2
"ESI Shares" means all the issued and outstanding shares in the
  capital of ESI at the Time of Closing.

2.3
"Time of Closing" means 5 p.m. Pacific Daylight Time on the Closing
  Date.

2.4
"Remaining Shareholders" means those shareholders in ESI, other than
  THE KIMS, whose shares in ESI, when added to the shares owned by THE KIMS,
  total 100% of the issued and outstanding shares in ESI.





ARTICLE
  3 - PURCHASED SHARES AND PURCHASE PRICE



3.1
  Purchased Shares



Subject
  to the terms and conditions of this Agreement and based on the representations
  and warranties of THE KIMS AND ESI set forth in this Agreement, on the Closing
  Date, THE KIMS will sell, assign and transfer, or cause to be transferred, to
  SETP all of the shares in ESI for a total acquisition price of US$891,000 by
  way of issuance of 16,500,000 shares in the common stock of SETP at a deemed
  price of US$0.05 per share to be issued from Treasury  and US$66,000 in
  cash (collectively the Purchase Price).



page 49

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EDGETECH
SERVICES INC.



3.2
  Deposit



THE
  KIMS AND ESI acknowledge that SETP has already paid to them a deposit in the
  amount of  US $66,000 (the Deposit) which will form part of the
  Purchase Price on closing.  If the transactions in this Agreement are not
  completed on the Closing Date, or some other date as mutually agreed, then in
  exchange for the Deposit paid to THE KIMS and ESI will forthwith deliver to
  SETP 5% (five percent) of the issued and outstanding shares of ESI as of March
  30, 2002







3.3
  Payment to the Vendor on Closing



On
  the Closing Date, SETP will deliver the 16,500,000 shares in the common stock
  of SETP as follows:

To
  THE KIMS and any shareholders of record, 16,005,000 common shares in SETP and
  to Richard Biscan, 825,000 common shares of SETP as a finder's fee.



ARTICLE
  4 - OFFICERS AND DIRECTORS



Following
  the completion of the transactions in this Agreement the officers and
  directors of SETP will resign in favour of the following appointees, such
  resignations to be effective as at the Closing Date and subject to all
  applicable regulatory approval, as required:



a)

Chris
  Bunka as Director and Vice President of SETP.



b)

Sudhir
  Khanna as Director and Vice President of SETP.



c)

Tae
  Ho Kim as Director and Chief Executive Officer of SETP.



d)

Sang
  Ho Kim as Chairman of the Board and President of SETP



e)

Fred
  Fulcher as Director of SETP.



f)

Salaries
  and remuneration of executive officers shall be made and modified only with
  consent of a majority of the board and shall remain for each person at their
  current respective levels in their existing respective positions, at a minimum
  until such time as SETP has completed an equity financing of us$500,000 or
  more.



g)

The
  parties agree that from the first US $1million in financing raised 20%
  ($200,000.00) shall be budgeted for marketing and IR with Chris Bunka
  responsible for administration.



page 50

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EDGETECH
SERVICES INC.



h)

SETP
  agrees to pay capital gains taxes of the ETS shareholders of record up to a
  pro-rata maximum of US$100,000 in the event that such taxes become
  payable.





ARTICLE
  5

CONDITIONS
  PRECEDENT



Payment
  of the Purchase Price shall be made subject to prior satisfaction and
  performance of the following Conditions Precedent which are the exclusive
  benefit of SETP and which may be waived in whole or in part in writing by SETP.



5.1

SETP
  shall be entitled to make such investigations of the financial position of ESI
  and its business, property, assets, officers, key management and such other
  matters in relation to the investment contemplated herein as SETP's
  management deem advisable so as to satisfy themselves as to the financial
  position, future profitability, business prospects, property, assets and other
  matters of ESI, such investigation to be to the satisfaction of SETP, in their
  sole discretion.



5.2

There
  shall have been no material adverse change in the market or business or
  affairs of ESI, in the sole opinion of SETP.









ARTICLE
  6

WARRANTIES,
  REPRESENTATIONS

AND
  COVENANTS BY THE KIMS AND ESI



6.1

In
  order to induce SETP to enter into and consummate this Agreement, ESI and THE
  KIMS hereby warrant to, represent to and covenant with SETP, with the intent
  that SETP will rely thereon in entering into this Agreement and in concluding
  the transactions contemplated herein, that, to the best of the knowledge,
  information and belief of  ESI and THE KIMS, after having made due
  inquiry:





a)

ESI
  is the sole registered and beneficial owner of all of its existing assets
  without claim or interest by any other party.



b)

The
  authorized capital of ESI is unlimited with a par value of $1.00 per share, of
  which only sixty-five (65) ESI Shares outstanding.



c)

ESI
  holds all of the assets free and clear of all liens, charges and claims of
  others and will not transfer, directly or indirectly, any part thereof without
  SETP's written permission; excluding transfers to JV partners and
  subsidiaries.



d)

ESI's
  Technology and assets may include patents, business plans, market studies,
  software prototypes, trademarks, URLs, and rights; and have been duly and
  validly established or acquired pursuant to applicable law, all interest
  therein of the Shareholders has been duly transferred to ESI, and there are no
  challenges or objections to ESI's right, title, ownership, or registration;



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EDGETECH
SERVICES INC.



e)

there
  is no adverse claim or challenge against or to the ownership of or title to
  any of the assets nor to the best of the knowledge, information and belief of
  THE KIMS, after making due inquiry, is there any basis for any potential claim
  or challenge, and there are no outstanding or potential Agreements or options
  to acquire any interest in the assets;



f)

ESI
  is duly incorporated under the laws of Ontario, is not a reporting company and
  is validly existing and in good standing with respect to all filings required
  by the applicable corporate laws and regulatory authorities;



g)

ESI
  has the requisite power, authority and capacity to own and use all of its
  business assets, to carry on the business as presently conducted by it, and to
  conduct the business contemplated by this Agreement;



h)

ESI
  holds all licenses and permits required for the conduct in the ordinary course
  of the operations of its businesses and for the uses to which its business
  assets have been put and are in good standing, and such conduct and uses are
  in compliance with all laws, zoning and other by-laws, building and other
  restrictions, rules, regulations and ordinances applicable to ESI and neither
  the execution and delivery of this Agreement nor the completion of the
  transactions contemplated hereby will give any person the right to terminate
  or cancel any license or permit or affect such compliance;



i)

The
  Financial Statements of ESI (attached as Schedule B) are true and correct in
  every material respect and present fairly the assets, liabilities and
  financial position of the company as at February 28, 2002 and the results of
  its operations to that date, in accordance with generally accepted accounting
  principles applied on a basis consistent with that of the previous year.



j)

Since
  February 28 , 2002:



1.

there
  has not been any material adverse change in the financial position or
  condition of the Company or any damage, loss or other change in circumstances
  materially affecting the Business or property of the Company or its right or
  capacity to carry on business;

2.

the
  Company has not waived or surrendered any right of material value;

3.

the
  Business of the Company has been carried on in the ordinary course



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EDGETECH
SERVICES INC.

k)

Attached
  to this document as Schedule "A" ESI has provided an official record of
  shareholders that together represent 100% ownership of ESI.





l)

THE
  KIMS own the Shares of ESI as legal and beneficial owners, free and clear of
  all liens, claims charges and encumbrances.  The Vendor has due and
  sufficient right and authority to enter into this Agreement on the terms and
  conditions set forth in this Agreement and to transfer the legal and
  beneficial title to and ownership of the shares of ESI to SETP.



m)

ESI
  and THE KIMS will take all steps necessary to have the Remaining Shareholders
  (See Schedule A) transfer their shares in ESI to SETP for a pro rata portion
  of the Purchase Price.



n)

All
  shares delivered under this Agreement, totaling 100% of the issued and
  outstanding shares of ESI, will be delivered free and clear of any
  encumbrances, interests, claims, hypothecations or liens.



o)

there
  are no claims of any nature whatsoever affecting the rights of ESI to
  conducting its business or any impedance to the use thereof;



p)

this
  Agreement constitutes a legal, valid and binding obligation of ESI enforceable
  against ESI in accordance with its terms, except as enforcement may be limited
  by laws of general application affecting the rights of creditors;



q)

neither
  the Shareholders nor ESI are aware of any court order which restricts or
  prevents the transfer of the ESI shares;



q)

there
  are no material liabilities, contingent or otherwise, existing on the date
  hereof in respect of which ESI may be liable on or after the completion of the
  transactions contemplated by this Agreement outside of the existing ESI
  operating budget.



r)

there
  is no basis for and there are no actions, suits, judgments, investigations or
  proceedings outstanding or pending or, to the best of the knowledge,
  information and belief of THE KIMS, after making due inquiry, threatened
  against or affecting ESI at law or in equity or before or by any federal,
  state, provincial,  municipal or other governmental department,
  commission, board, bureau or agency;



a)

ESI
  is not in breach of any laws, ordinances, statutes, regulations, by-laws,
  orders or decrees to which it is subject or which applies to it;



b)

there
  are no pension, profit sharing, group insurance or similar plans or other
  deferred compensation plans affecting ESI;

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EDGETECH
SERVICES INC.



c)

On
  the Closing Date SETP will receive 100% of the issued and outstanding shares
  in ESI and there will be no outstanding agreements by ESI to grant options,
  warrants or any other form of equity interest in ESI.



d)

the
  directors and officers of ESI are as follows:



Name                                    
  Position

Tae
  Ho Kim                             
  Vice
  President, Director

Sang-Ho
  Kim                           
  President,
  Director



e)

ESI
  AGREES TO ADVISE SETP OF ANY MATERIAL CHANGE IN THE AFFAIRS OF ESI BEFORE THE
  CLOSING DATE.



f)

ESI
  SHALL COMPLY WITH ALL LAWS, WHETHER FEDERAL, PROVINCIAL OR STATE.



ARTICLE
  7

REPRESENTATIONS
  AND WARRANTIES OF SETP



7.1

SETP
  is duly incorporated under the laws of Nevada, is a reporting company and is
  validly existing and in good standing with respect to all filings required by
  the applicable corporate laws and regulatory authorities;



7.2

SETP
  has the requisite power, authority and capacity to own and use all of its
  business assets, to carry on the business as presently conducted by it, and to
  conduct the business contemplated by this Agreement;



7.3

The
  authorized capital of SETP is fifty million (50,000,000) common shares and
  twenty-five million (25,000,000) preferred shares, of which 11,236,000 common
  shares are issued and outstanding as of May 15, 2002; and of which zero
  preferred shares (0) are issued and outstanding.





ARTICLE
  8

ARBITRATION





8.1

Matters
  for Mediation and Arbitration.   The Parties agree that all
  questions or matters in dispute with respect to this Agreement shall be
  submitted first to mediation and if necessary to arbitration pursuant to the
  terms hereof in the Province of British Columbia.



8.2

Notice.
    It shall be a condition precedent to the right of any Party to
  submit any matter to arbitration pursuant to the provisions hereof, that any
  Party intending to refer any matter to arbitration shall have given not less
  than ten (10) calendar days' prior written notice of its intention to do so
  to the other Party together with particulars of the matter in dispute.
   On the expiration of such ten days the Party who gave such notice may
  proceed to refer the dispute to arbitration as provided in section 8.3 herein
  below.

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EDGETECH
SERVICES INC.





8.3

Appointments.
    The Party desiring arbitration shall appoint one arbitrator, and
  shall notify the other Party of such appointment, and the other Party shall,
  within 15 calendar days after receiving such notice, appoint an arbitrator,
  and the two arbitrators so named, before proceeding to act, shall, within 30
  calendar days of the appointment of the last appointed arbitrator, unanimously
  agree on the appointment of a third arbitrator, to act with them and be
  chairman of the arbitration herein provided for.  If the other Party
  shall fail to appoint an arbitrator within 15 calendar days after receiving
  notice of the appointment of the first arbitrator, and if the two arbitrators
  appointed by the Parties shall be unable to agree on the appointment of the
  chairman, the chairman shall be appointed under the provisions of the Commercial
  Arbitration Act of the Province of British Columbia (the "Arbitration
  Act").  Except as specifically otherwise provided in this section,
  the arbitration herein provided for shall be conducted in accordance with such
  Arbitration Act.  The chairman, or in the case where only one arbitrator
  is appointed, the single arbitrator, shall fix a time and place for the
  purpose of hearing the evidence and representations of the Parties, and he
  shall preside over the arbitration and determine all questions of procedure
  not provided for under such Arbitration Act or this section.  After
  hearing any evidence and representations that the Parties may submit, the
  single arbitrator, or the arbitrators, as the case may be, shall make an award
  and reduce the same to writing, and deliver one copy thereof to each of the
  Parties.  The expense of the arbitration shall be paid as specified in
  the award.



8.4

Award.
    The Parties agree that the award of a majority of the arbitrators,
  or in the case of a single arbitrator, of such arbitrator, shall be final and
  binding upon each of them.



ARTICLE
  9

DEFAULT
  AND TERMINATION



9.1

Default.
    The Parties hereto agree that if either of the Parties is in
  default with respect to any of the provisions of this Agreement (hereinafter
  referred to as the "Defaulting Party"), the non-defaulting Party
  (hereinafter referred to as the "Non-Defaulting Party") shall give
  notice to the Defaulting Party designating such default, and within thirty
  (30) business days after its receipt of such notice, the Defaulting Party
  shall either:





(a)

cure
  such default, or diligently commence proceedings to cure such default and
  prosecute the same to completion without undue delay, with notice to the
  Non-Defaulting Party of the procedures it has instigated to cure; or





(b)

give
  the Non-Defaulting Party notice that it denies that such default has occurred
  and that it is submitting the question to mediation as herein provided.





If
  default is not addressed appropriately in the form required by (a) above, or
  cured within 30 days of an arbitration finding of default, then the
  Non-Defaulting Party may terminate this Agreement at any time, without
  prejudice to any claims it may have for an accounting or damages.



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EDGETECH
SERVICES INC.





ARTICLE
  10

LAPSING
  DATE



10.1

In
  the event that the transaction contemplated herein has not been closed on or
  before August 15, 2002, or such other date as mutually agreed to by SETP and
  THE KIMS ("Lapsing Date"), then this Agreement will be null and void.



ARTICLE
  11

CONDITIONAL
  OFFER



11.1

It
  is understood and agreed that this is a Conditional Offer and cannot be
  binding upon SETP without the approval of the shareholders of SETP.



ARTICLE
  12

CONFIDENTIALITY,
  FORCE MAJEURE, EVENTS, AND NOTICE



12.1

Confidential
  Information.   Each Party acknowledges that any and all
  information that a Party may obtain from, or have disclosed to it, about the
  other Party constitutes valuable trade secrets and proprietary confidential
  information of the other Party (collectively, the "Confidential Information").
   No such Confidential Information shall be published by any Party without
  the prior written consent of the other Party hereto, however, such consent in
  respect of the reporting of factual data shall not be unreasonably withheld,
  and shall not be withheld in respect of information required to be publicly
  disclosed pursuant to applicable securities or corporation laws.
    Furthermore, each Party hereto undertakes not to disclose the
  Confidential Information to any third party without the prior written approval
  of the other Party hereto and to ensure that any third party to whom the
  Confidential Information is disclosed shall execute an Agreement and
  undertaking on the same terms as contained herein.



12.2

Impact
  of Breach of Confidentiality.   The Parties hereto
  acknowledge that the Confidential Information is important to the respective
  businesses of each of the Parties hereto and that, in the event of disclosure
  of the Confidential Information, except as authorized hereunder, the damage to
  each of the Parties hereto, or to either of them, may be irreparable.
   For the purposes of the foregoing sections the Parties hereto recognize
  and hereby agrees that a breach by any of the Parties of any of the covenants
  therein contained would result in irreparable harm and significant damage to
  each of the other Parties hereto that would not be adequately compensated for
  by monetary award.  Accordingly, the Parties hereto agree that in the
  event of any such breach, in addition to being entitled as a matter of right
  to apply to a court of competent equitable jurisdiction for relief by way of
  restraining order, injunction, decree or otherwise as may be appropriate to
  ensure compliance with the provisions hereof, any such Party will also be
  liable to the other Party, as liquidated damages, for an amount equal to the
  amount received and earned by such Party as a result of and with respect to
  any such breach.  The Parties hereto also acknowledge and agree that if
  any of the aforesaid restrictions, activities, obligations or periods are
  considered by a court of competent jurisdiction as being unreasonable, the
  Parties agree that said court shall have authority to limit such restrictions,
  activities or periods as the court deems proper in the circumstances.
    In addition, the Parties hereto further acknowledge and agree that
  all restrictions or obligations in this Agreement are necessary and
  fundamental to the protection of the respective businesses of each of the
  Parties hereto and are reasonable and valid, and all defenses to the strict
  enforcement thereof by either of the Parties hereto are hereby waived by the
  other Parties.

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EDGETECH
SERVICES INC.



12.3

Events.
    If any Party hereto is at any time prevented or delayed in
  complying with any provisions of this Agreement by reason of strikes,
  walk-outs, labour shortages, power shortages, fires, wars, acts of God,
  earthquakes, storms, floods, explosions, accidents, protests or demonstrations
  by environmental lobbyists or native rights groups, delays in transportation,
  breakdown of machinery, inability to obtain necessary materials in the open
  market, unavailability of equipment, governmental regulations restricting
  normal operations, shipping delays or any other reason or reasons beyond the
  control of that Party, then the time limited for the performance by that Party
  of its respective obligations hereunder shall be extended by a period of time
  equal in length to the period of each such prevention or delay.



12.4

Notice.
    A Party shall, within seven calendar days, give notice to the
  other Party of each event of force majeure  and upon cessation of
  such event shall furnish the other Party with notice of that event together
  with particulars of the number of days by which the obligations of that Party
  hereunder have been extended by virtue of such event of force majeure
  and all preceding events of force majeure.



12.5

Funds. All funds referred to in this Agreement are quoted in U.S.
  Dollars, unless otherwise stated.





12.6

Prior
  approval.Where required, this Agreement is subject to the
  approval of any  securities administrators having jurisdiction over the
  Parties hereto, and is subject to both SETP and ESI shareholder approval.







page 57

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EDGETECH
SERVICES INC.



ACCEPTANCE



This
  agreement, when signed, shall be a binding contract and shall remain in
  effect, subject to the terms hereof until the Lapsing Date.



ACCEPTED
  this 22nd day of May, 2002



Edgetech
  Services Inc.



Per:

Per:



Sang
  Ho Kim

Tae
  Ho Kim

President
  and CEO

Vice
  President





/S/
  Sang Ho-Kim

/S/
  Tae Ho-Kim



Title:
   President and CEO

Title:
  Vice President







Secure
  Enterprise Solutions Inc.



Per:

Per:

Chris
  Bunka

Sudhir
  Khanna

President
  and CEO

Vice
  President





/S/
  Chris Bunka

/S/
  Sudhir Khanna

Title:
  President and CEO

Vice
  President and Director











Per:







/S/
  Sang Ho-Kim

/S/
  Tae Ho-Kim

Mr.
  Sang Ho Kim,

Mr.
  Tae Ho Kim,

ESI
  Shareholder

ESI
  Shareholder





page 58

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EDGETECH
SERVICES INC.



Schedule
  A



ESI
  Shareholders of Record as at May 21, 2002



Name of Shareholder
      
      ESI Shares HeldSang Ho Kim
      
      27Tae Ho Kim
      
      25Fred Fulcher
      
      3Peter Faiz
      
      3Olympia Capital Corp.
      
      1Eleanor Arnold
      
      1Wesferd Enterprises Ltd.
      
      1Little Laminator Inc.
      
      1Donald George
      
      1Russ Mutcher
      
      0.5John Gemmill
      
      0.5Aleck Fedorkiw
      
      0.333333333Ted Miller
      
      0.333333333Debbie Jenkins
      
      0.333333333










page 59

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EDGETECH
SERVICES INC.



10.2



CERTIFICATE
  OF AMENDMENT



TO
  THE ARTICLES OF INCORPORATION OF



SECURE
  ENTERPRISE SOLUTIONS INC.



*****





Pursuant
  to the provisions of the Nevada Revised Statutes, SECURE ENTERPRISE
  SOLUTIONS INC., a Nevada Corporation, adopts the following amendment to
  its Articles of Incorporation:



1.

The
  undersigned hereby certify that on the 28th day of October, 2002, an Annual
  General Meeting was duly held and convened at which there was present a quorum
  of the Board of Directors acting throughout all proceedings, and at which time
  the following resolution was duly adopted by the Board of Directors:



BE
  IT RESOLVED: That the Secretary of the corporation is hereby ordered and
  directed to obtain the written consent of stockholders owning at least a
  majority of the voting power of the outstanding stock of the corporation for
  the following purpose:



To
  amend Article One to provide that the name of the corporation shall be changed
  from SECURE ENTERPRISE SOLUTIONS INC.to EDGETECH SERVICES INC.



2.

Pursuant
  to the provisions of the Nevada Revised Statutes, a majority of the
  stockholders holding 21,525,757 shares of the 28,861,500 shares outstanding of
  SECURE ENTERPRISE SOLUTIONS INC. gave their written consent to the
  adoption of the Amendment to Article One of the Articles of Incorporation as
  follows:

ARTICLE
  ONE.     [NAME].    
  The
  name of the corporation is:



EDGETECH
  SERVICES INC.



IN
  WITNESS WHEREOF, the undersigned being the President and Secretary of SECURE
  ENTERPRISE SOLUTIONS INC., a Nevada Corporation, hereunto affixed their
  signatures this 30th day of October, 2002.



page 60

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EDGETECH
SERVICES INC.



SECURE
  ENTERPRISE SOLUTIONS INC



By
  /S/ Sang Ho-Kim



Sang
  Ho-Kim, President, CFO





By
  /S/ Sudhir Khanna



Sudhir
  Khanna, Secretary

































page 61

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EDGETECH
SERVICES INC.





Exhibit
  99.1



CERTIFICATION
  PURSUANT TO

18
  U.S.C. SECTION 1350,

AS
  ADOPTED PURSUANT TO

SECTION
  906 OF THE SARBANES-OXLEY ACT OF 2002



In
  connection with the Annual Report on Form 10-KSB of Edgetech Services Inc.
  Inc. (the "Company") for the year ended April 30, 2003, as filed
  with the Securities and Exchange Commission on the date hereof (the
  "Report"), I, Tae Ho Kim, Chief Executive Officer of the Company,
  certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
  906 of the Sarbanes-Oxley Act of 2002, that:



(1)
   The Report fully complies with the requirements of section 13(a) or
  15(d) of the Securities Exchange Act of 1934; and



(2)
   The information contained in the Report fairly present, in all material
  respects, the financial condition and results of operations of the Company.





/s/
  Tae Ho Kim

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

Tae
  Ho Kim

Chief
  Executive Officer

July
  25, 2003

















page 62

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EDGETECH
SERVICES INC.





Exhibit
  99.2



CERTIFICATION
  PURSUANT TO

18
  U.S.C. SECTION 1350,

AS
  ADOPTED PURSUANT TO

SECTION
  906 OF THE SARBANES-OXLEY ACT OF 2002



In
  connection with the Annual Report on Form 10-KSB of Edgetech Services Inc.
  Inc. (the "Company") for the year ended April 30, 2003, as filed
  with the Securities and Exchange Commission on the date hereof (the
  "Report"), I, Tae Ho Kim, Chief Executive Officer of the Company,
  certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
  906 of the Sarbanes-Oxley Act of 2002, that:



(1)
   The Report fully complies with the requirements of section 13(a) or
  15(d) of the Securities Exchange Act of 1934; and



(2)
   The information contained in the Report fairly present, in all material
  respects, the financial condition and results of operations of the Company.





/s/
  Sang Ho Kim

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

Sang
  Ho Kim

President

July
  28, 2003