SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                  FORM 10-KSB/A
                                 Amendment No. 1

|X|   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934

            For the fiscal year ended October 31, 2002

|_|   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

            For the transition period from _____________ to ________________.

                          Commission File No. 333-74928

                      MONEYFLOW SYSTEMS INTERNATIONAL INC.
                 (Name of Small Business Issuer in Its Charter)

                                   ----------

                  Nevada                                  52-2325923
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

        Suite N, 7003 - Fifth Street SE
               Calgary, Alberta                            T2H 2G2
   (Address of Principal Executive Offices)               (Zip Code)

         Issuer's telephone number, including area code: (403) 319-0236

                                   ----------

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

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

                                      None
                                (Title of Class)

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

      |X| Yes |_| No

<PAGE>

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

      The issuer's total net sales for the fiscal year ended October 31, 2002
were $963,671.

      As of June 30, 2003, there were 18,037,000 outstanding shares of the
issuer's common stock, par value $0.001 per share ("Common Stock"), which is the
only class of common stock of the issuer. As of July 10, 2003, the aggregate
market value of the shares of Common Stock held by non-affiliates of the issuer,
computed based on the closing bid price of the Common Stock as quoted on the OTC
Bulletin Board, was approximately $972,150.

                       Documents Incorporated by Reference

      None.

      Transitional Small Business Disclosure Format: Yes |_| No |X|


                                       ii
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                     Page
                                                                                                     ----
<S>                                                                                                   <C>
PART I ...........................................................................................      1

Item 1.  Business ................................................................................      1
Item 2.  Properties ..............................................................................      6
Item 3.  Legal Proceedings .......................................................................      6
Item 4.  Submission of Matters to a Vote of Security Holders .....................................      6

PART II ..........................................................................................      6

Item 5.  Market for Common Equity and Related Stockholder Matters ................................      6
Item 6.  Management's Discussion and Analysis of Financial Condition and Results of Operations ...      7
Item 7.  Financial Statements ....................................................................     13
Item 8.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure ....     14

PART III .........................................................................................     14

Item 9.  Directors and Executive Officers; Compliance with Section 16(a) of the Exchange Act .....     14
Item 10. Executive Compensation ..................................................................     15
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related
         Stockholder Matters .....................................................................     15
Item 12. Certain Relationships and Related Transactions ..........................................     16
Item 13. Exhibits, Financial Statements and Reports on Form 8-K ..................................     17
Item 14. Controls and Procedures .................................................................     17

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES ......................................................    F-1

Report of Independent Auditors ...................................................................    F-1
</TABLE>

<PAGE>

                                     PART I

ITEM 1. BUSINESS

      Unless the context otherwise requires, "Moneyflow", "Company", "we", "us"
and "our" refer to Moneyflow Systems International Inc., and its subsidiaries
combined.

Overview

      Moneyflow Systems International Inc. ("Moneyflow") was incorporated on
April 25, 2001 under the laws of the State of Nevada, to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers and
acquisitions. Security Bancorp Inc. ("Security Bancorp"), our wholly owned
subsidiary, was organized on August 3, 1992 in Alberta, Canada and was inactive
until January 5, 1999 when it changed its name to Security Bancorp Inc. and
began operations under the name Ca$h Station(TM). In July, 2001, Security
Bancorp and Moneyflow approved a share exchange agreement whereby Moneyflow
issued 14,000,000 shares of its common stock in exchange for 100% of the issued
and outstanding shares of Security Bancorp. In connection with this agreement,
Security Bancorp became a wholly owned subsidiary of Moneyflow. On April 1,
2002, Moneyflow formed a wholly owned Canadian subsidiary, Intercash POS Systems
Ltd., ("Intercash") through which Moneyflow conducts its Point-of-Sale business.
Security Bancorp and Intercash currently have a website located at
http://www.cashstation.net. Security Bancorp and Intercash operate their ATMs
and Point-of-Sale terminals under the trademark "Ca$h Station(TM)."

      In May, 1999, Security Bancorp placed its first ATM machine. Security
Bancorp has been successful in supplying, installing, maintaining and managing
ATM machines which it places on the premises of property owners and businesses
for the purpose and convenience of dispensing cash and other services. As of
February 10, 2003 Security Bancorp and Intercash operate over 210 ATMs and 225
Point-of-Sale terminals in five Canadian Provinces and recently increased their
national force of independent distributors to 30. Security Bancorp is a member
of the Automated Teller Machine Industry Association (ATMIA) which serves the
industry in Canada and the United States. Security Bancorp and Intercash have
placed ATMs and Point-of-Sale terminals in convenience stores, grocery stores,
service stations, hotels, motels, hospitals, night clubs, casinos, restaurants,
truck stores, airports and many other locations. Security Bancorp's ATMs accept
VISA, Mastercard, Interac, Maestro, Cirrus, Circuit and American Express
(Canada).

The Financial Transaction Industry

      Security Bancorp has connection services and software licensing agreements
with DataWest Ltd., a direct subscriber to Interac Association, operator of a
proprietary electronic financial transaction exchange. Security Bancorp's
agreements with DataWest give it access to Interac. Through access to Interac,
Security Bancorp's customers can (for a fee) use their ATM cards, debit cards
and credit cards at ATMs and Point-of-Sale machines not owned by their bank or
credit card company.

      Security Bancorp's customers pay a fee, or surcharge, for the use of its
ATMs and Point-of-Sale machines. Part of the fee generated by these transactions
is paid to Security Bancorp and part of the fee is paid to the owner of the ATM.
DataWest charges a per transaction fee to Security Bancorp for each ATM and
Point-of-Sale transaction. DataWest also charges Security Bancorp a one-time fee
for each ATM and Point-of-Sale terminal connected to DataWest's switch network.
Interac Association also collects a nominal fee per transaction from DataWest
and its other members.

      In addition, the issuer of the ATM card pays an "interchange" fee to
Security Bancorp through DataWest for each transaction processed. Interac
Association sets a default level for the interchange fee. DataWest forwards the
interchange fee for Security Bancorp's transactions, net of fees owed to
DataWest, to Security Bancorp. Therefore, Security Bancorp's transaction fee
revenues are actually generated from two sources - surcharges paid by the ATM
users and interchange fees generated by issuers.

<PAGE>

The Benefits of Private ATMs and Point-of-Sale Terminals

      As a result of laws enacted to deregulate the banking industry and provide
competition, private ownership of ATM and Point-of-Sale terminals can be a
profitable business. The benefits to the owner of the ATM and the business where
the ATM is located are:

      o     The owner of the ATM and Point-of-Sale terminal and the location
            operator each collect a portion of the transaction fees.

      o     The business owner increases traffic and spending in his place of
            business, which contributes to overall revenues, increased customer
            satisfaction and loyalty.

      o     Technology is rapidly developing which will allow the ATM and
            Point-of-Sale terminal to be part of business loyalty and other
            advertising programs, contributing further to revenue and
            profitability of both parties. Loyalty advertising is rapidly
            becoming the preferred way for businesses to spend their advertising
            dollars.

The Current Stage of Corporate Development

      Security Bancorp and Intercash sell, service and operate ATMs and
Point-of-Sale machines in Canada. Each time an ATM card, debit card or credit
card is used in one of our machines, a fee is charged. That fee is split between
the owner of the machine, the owner of the location where the machine is
located, and us. Transaction fees account for approximately half of Moneyflow's
revenue. Sales of ATMs and Point-of-Sale terminals generate most of the other
half of Moneyflow's revenue.

      Security Bancorp enters into a transaction processing agreement with each
client who acquires an ATM and each business owner who allows Security Bancorp
to place an ATM at its business that is owned by Security Bancorp. The
processing agreement typically has an initial term of 5 years and grants to the
client a non-exclusive, non-transferable, revocable license to use the software
needed to operate the ATM. The currency used to supply the machine is provided
by the machine owner who is responsible for maintenance and supplies in the
machine. Machines owned by Security Bancorp are supplied by the owner of the
business where the ATM is located. Security Bancorp credits the client's bank
account for the amount of the funds withdrawn by users of the ATM.

      We have a sales force of independent agents in Canada who scout for
locations where an ATM or Point-of-Sale machine might be a service that the
business would like to provide its customers. If the sales agent is successful
in obtaining a location for the placement of an ATM or Point-of-Sale machine,
the agent is paid a commission.

      Typically, retail, food, hospitality and other businesses are interested
in having an ATM or Point-of-Sale machine on their premises for the convenience
of their customers and to encourage spending on the premises.

      As of February 10, 2003, Security Bancorp and Intercash had placed and
hold under management 210 ATMs and 225 Point-of-Sale terminals across Canada,
primarily in the provinces of Ontario, Alberta, Saskatchewan and Manitoba. We
are also building a presence in British Columbia and certain other targeted
Canadian provinces.

      As of February 10, 2003, Moneyflow had five suppliers for the ATMs and
Point-of-Sale terminals it sells - Hypercom Corporation, Schlumberger Sema,
Tranax Technologies, Greenlink Technologies, and Triton Systems, Inc. Management
believes that Moneyflow will be able to continue its relationship with these
suppliers. However, if Moneyflow is not able to continue its relationship with
one or more of these suppliers, management believes that financial transaction
hardware and software is readily available from alternate suppliers.


                                       2
<PAGE>

      All of Moneyflow's ATM and Point-of-Sale transactions are currently
processed by DataWest. However, Interac Association continues to add new members
and management believes enough competition exists among Interac members to allow
Moneyflow to find an alternative provider to process its transactions if its
contracts with DataWest are terminated or not renewed.

      As of February 10, 2003, we had approximately 30 independent distributors.
Our typical independent distributor agreement has an initial term of two years.
The distributor gets paid a portion of the sales price of each ATM or
Point-of-Sale machine sold and also earns residual income from transaction fees
generated by those machines.

      Security Bancorp owns some of the ATMs that it manages. However, Security
Bancorp holds these ATMs as inventory and intends to sell them to appropriate
buyers in the ordinary course of business. The business reason for placing an
ATM that has not yet been sold is to secure a location Moneyflow thinks is
desirable before it gets taken by a competitor.

      In July, 2001, Security Bancorp entered into a distribution agreement with
Hypercom Corporation, a leading manufacturer of financial transaction hardware
and software. The first of these Point-of-Sale terminals was deployed in late
September, 2001. Security Bancorp's agreement with Hypercom had a 12-month term,
beginning August 31, 2001. In February of 2003, Rycom, Inc., the official
Canadian representative of Hypercom Corporation, assumed Hypercom's contract
with Security Bancorp and extended the contract through February 7, 2004.

      In November, 2000, Security Bancorp entered into a three year contract for
Point-of-Sale Connection Services and Software Licensing agreements with
DataWest Ltd., enabling Security Bancorp to provide electronic transaction
solutions for the Point-of-Sale and Interac Direct Payment (IDP) market. In
January 2002, Moneyflow entered into a new Connection Services Agreement with
DataWest Ltd. to facilitate ATM transactions. This agreement has an initial term
of three years and is renewable for successive two year terms. Security Bancorp
pays DataWest a fee for each transaction processed and also pays a one-time fee
for each ATM and Point-of-Sale terminal connected to DataWest's transaction
processing network.

      These agreements enable Security Bancorp to acquire, sell, service and
manage ATM and Point-of-Sale terminals and related financial transactions.

Trademarks and Licenses

      Our registered Canadian trademarks are: "Ca$h Station" and "Cash for your
customers when and where they need it", both of which are owned by our
subsidiary, Security Bancorp. We believe that these trademarks are known and
recognized within our market and are valuable to our business. We intend to
vigorously enforce all violations of our trademarks as we believe the goodwill
associated with them is important to the development of our business. Currently,
Security Bancorp licenses its "ca$h station" trademark to Intercash for its use
in connection with its POS terminal operations. All trademarks and trade names
used in this Form 10-KSB are the property of their respective owners.


                                       3
<PAGE>

Growth Strategy and Market Niche

      Moneyflow's plan is to capture immediate growth in the electronic
financial transactions market as follows:

      Short Term Strategy

            o     The purchase and placement of additional ATMs and
                  Point-of-Sale terminals over the next 18 months.

            o     To generate adequate working capital from operations and/or
                  financing for growth in sales and leasing of ATMs and
                  Point-of-Sale terminals.

      Long Term Strategy

            o     Acquisition of existing ATM and POS networks owned by others.

            o     To expand and improve our marketing efforts.

            o     To expand our independent distribution sales force to provide
                  uniform geographic coverage in target markets in Canada.

            o     To source potential merger/amalgamation candidates, identify
                  and participate in joint ventures and strategic alliances with
                  industry partners.

            o     To engage in new product development through technology
                  acquisition, strategic alliances and joint venture
                  opportunities.

            o     To identify and locate potential opportunities in the United
                  States, the United Kingdom and in Europe where we may be able
                  to expand our operations.

The ATM & Point-of-Sale Markets

      In 1996 and 1997, deregulation of the banking system in Canada and the
United States provided an opportunity for private investors and businesses to
own, place, operate and collect transaction fees from customers for providing
the convenience of a bank machine on their premises. Prior to this deregulation,
only financial institutions could access the Interac network, which allows
consumers to withdraw cash at an ATM that is not owned by their financial
institution.

      In Canada, technology became available in 1997 to enable the private
ownership of ATMs and they are increasingly being purchased by investors and
businesses. Private ATMs are now becoming common in various types of locations,
including convenience stores, bars, hotels, grocery stores, nightclubs, service
stations and other locations. These systems are generally placed where there is
deemed to be sufficient traffic to support the economics of the investment of
purchasing and operating the ATM. The current cost of a privately owned ATM
model is approximately CDN $10,000. The lower cost of the new ATMs designed for
the private ownership market is due in part to the systems requiring a lower
level of security because they are designed to be used in secure locations and
during business hours. In addition, technology advances and greater volume of
sales helps to make prices lower.

      Charges for use of an ATM vary. Generally, fees range from $1 to $2 and in
some cases a 10% charge is levied, based upon the amount of money withdrawn. The
average amount of money withdrawn per transaction ranges from $50 to $74.

Competition

      Banks and other financial institutions typically maintain ATMs at their
own branch locations but can service any location. Security Bancorp and its
primary competitors described below place ATMs solely in private businesses such
as grocery stores, convenience stores and dry cleaners. Although


                                       4
<PAGE>

Security Bancorp competes directly with banks and other financial institutions
in placing its ATMs, its management does not view banks and other financial
institutions as its primary competition as historically they have not selected
prime private business locations. Security Bancorp and its primary competitors
compete by locating the most attractive locations for their machines based on
expected transaction volume and making arrangements with the owners of those
properties to place ATMs there before a competitor can take that location.
Location is the most important factor in the success of an ATM because ATMs
depend on consumer traffic to generate large volumes of ATM transactions. If
Security Bancorp cannot secure prime locations for its ATMs, it will likely lose
those locations to its competitors, which negatively impacts Security Bancorp's
growth. Management believes that only a finite number of prime locations exist
for the placement of its machines and once they are gone, Security Bancorp must
settle for less profitable locations. Security Bancorp's competitors offer very
similar services to those of Security Bancorp. Security Bancorp does not offer
discounted fees in comparison to its competitors and does not offer a
distinctive product or service.

Known Canadian Competitors

      There are approximately eleven significant competitors in the Canadian ATM
market. Several currently, or are expected to in the near future, participate in
the Point-of-Sale market as well. It is not yet possible to determine, due to
the lack of published data, how many Point-of-Sale terminals each company
presently has deployed. The following list represents the competitors of whom
the management of Moneyflow is aware:

      Direct Cash is the current Canadian market leader in the private ATM
      business with approximately 1500 machines in operation. Its distribution
      covers major centers in Canada and includes sales and service of Triton,
      NCR, and Tranax equipment. It has acquired its own "switch," allowing it
      to process its own transactions directly with Interac.

      Meta-4, a Montreal-based company, is reported to have over 1,000 ATMs
      deployed. Its business originated in the security field and has grown to
      encompass financial transaction hardware including ATMs.

      Laser Cash is an Ontario-based organization with in excess of 650 ATMs
      distributed, primarily in Eastern Canada.

      Frisco Bay is a well established security system and ATM supply and
      maintenance company. We estimate that their installed base of ATM systems
      exceeds 1000 units.

      Cash-n-Go, based in Edmonton Alberta, has over 1000 ATMs in operation,
      primarily from the manufacturer Triton. It recently acquired a
      micro-switch to facilitate partial processing of its transactions.

      Canadian ABM is a Toronto-based outfit selling NCR equipment. It has
      approximately 150 systems deployed.

      Ready Cash, a division of Canadian Imperial Bank of Commerce, is active
      across Canada. The number of ATMs it has in service is unknown.

      Cash-line, headquartered in Victoria, B.C., sells Triton ATMs. It has in
      excess of 300 systems in service.

      Express Cash, a Vancouver based operation with approximately 250 ATMs
      deployed, is located primarily in Western Canada.

      Haliburton and White, a Montreal-based national company, is in the
      business of currency counting, coin and cash dispensing. It is thought to
      have approximately 500 ATMs, with approximately 50% of placements in the
      province of Quebec.


                                       5
<PAGE>

      Vencash, headquartered in Calgary, has approximately 300 ATMs under
      management and recently acquired an interest in POSTRAC, a Canadian
      Point-of-Sale company.

Employees

      We currently have eleven full-time employees. We have also engaged
consultants to assist us in our operations. As of February 10, 2003, we had
approximately 30 independent sales agents assisting us.

Government Regulations

      As of the date of this filing, there are no pervasive regulations of our
business.

ITEM 2. PROPERTIES

      Moneyflow's principal offices are located at Suite N, 7003 - Fifth Street
SE, Calgary, Alberta T2H 2G2, telephone number (403) 319-0236. These offices
consist of 3,746 square feet on a lease that runs through April 30, 2007. The
monthly rental fee is CDN $1,873 (approximately US $1,195) plus taxes and
operating costs. The Company's management believes that all facilities occupied
by the Company are adequate for present requirements, and that the Company's
current equipment is in good condition and is suitable for the operations
involved.

ITEM 3. LEGAL PROCEEDINGS

      We are not currently involved in any legal proceedings.

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

      No matters were submitted to a vote of shareholders of the Company during
the fiscal year ended October 31, 2002.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Moneyflow currently has 18,037,000 shares of common stock outstanding.

Number of Shareholders

      The number of beneficial shareholders of record of the Common Stock of the
Company as of the close of business on February 10, 2003 was approximately 52.

Dividend Policy

      To date, the Company has no cash dividends on its Common Stock, and does
not expect to pay cash dividends in the next term. The Company intends to retain
future earnings, if any, to provide funds for operation and growth of its
business.

      Our common stock is currently traded on the National Association of
Securities Dealers Automated Quotation System Over the Counter Bulletin Board
("OTCBB") under the symbol "MNYF.OB." There is limited trading activity in our
securities, and there can be no assurance a regular trading market for our
common stock will be sustained. We began trading on the OTCBB on October 11,
2002. The following table sets forth, for the periods indicated, the bid price
range of our common stock.

                  Period                   Average Low            Average High
                  ------                   -----------            ------------
            Fourth Quarter 2002               $0.25                  $0.25


                                       6
<PAGE>

      Such market quotations reflect the high bid and low prices as reflected by
the OTCBB or by prices, without retail mark-up, markdown or commissions and may
not necessarily represent actual transactions.

Disclosure of Equity Compensation Plans

      The Company maintains the 2001 Stock Option Plan (the "Option Plan"),
pursuant to which it may grant equity awards to eligible persons. The Option
Plan allows a committee of the Board of Directors to grant up to options to
purchase up to 250,000 shares per individual per year to employees, officers,
directors, consultants and advisors of the Company. As of February 10, 2003, no
options had been granted under the Option Plan.

<TABLE>
<CAPTION>
                                                                                            Number of securities
                            Number of securities to be     Weighted-average exercise       remaining available for
     Plan Category           issued upon exercise of          price of outstanding                 future
                               outstanding options,                 options,                issuance under equity
                             warrants and rights (#)        warrants and rights ($)           compensation plans
                            --------------------------     -------------------------       -----------------------
<S>                                  <C>                              <C>                         <C>
Equity compensation
plans approved by                    N/A                              N/A                         2,500,000
shareholders

Equity compensation
plans not approved by                N/A                              N/A                               N/A
shareholders

Total                                N/A                              N/A                               N/A
</TABLE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Critical Accounting Policies

      Our discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses. In consultation with our Board of Directors, we have identified eight
accounting principles that we believe are key to an understanding of our
financial statements. These important accounting policies require management's
most difficult, subjective judgments.

Revenue Recognition Policy

      Revenue from the sale of Automated Teller Machines and Point of Sale
Terminals is recognized when the earning process is complete and the risk and
rewards of ownership have transferred to the customer, which is generally
considered to have occurred upon the delivery of the machine to our customer and
the acceptance and activation of the machine by the customer.

      Revenue from transaction and service fees are earned daily and are
electronically transferred to the Company from the processors.

Accounts Receivable

      Accounts receivable are reported at the customers' outstanding balances
less any allowance for doubtful accounts. Interest is not accrued on overdue
accounts receivable.


                                       7
<PAGE>

Allowance for Doubtful Accounts

      The allowance for doubtful accounts on accounts receivable is charged to
income in amounts sufficient to maintain the allowance for uncollectible
accounts at a level management believes is adequate to cover any probable
losses. Management determines the adequacy of the allowance based on historical
write-off percentages and information collected from individual customers.
Accounts receivable are charged off against the allowance when collectibility is
determined to be permanently impaired (bankruptcy, lack of contact, account
balance over one year old, etc.).

Inventories

      Inventories are valued at the lower of cost or market. Cost is determined
as follows:

            Automated Teller Machines and Point of Sale Terminals held for
            resale - actual cost for the machine purchased.

            Automated Teller Machines and Point of Sale Terminals - placements -
            actual cost for the machine purchased less accumulated depreciation.
            Depreciation is computed on the straight line basis over 10 years.

            Parts and supplies - first-in, first-out method.

Accounting Estimates

      Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses. Actual results could vary from the estimates that were used.

Income Taxes

      Provisions for income taxes are based on taxes payable or refundable for
the current year and deferred taxes on temporary differences between the amount
of taxable income and pretax financial income and between the tax bases of
assets and liabilities and their reported amounts in the financial statements.
Deferred tax assets and liabilities are included in the financial statements at
currently enacted income tax rates applicable to the period in which the
deferred tax assets and liabilities are expected to be realized or settled as
prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in
tax laws or rates are enacted, deferred tax assets and liabilities are adjusted
through the provision for income taxes.

Foreign Currency Translation

      The financial statements of our Canadian subsidiaries are measured using
the Canadian dollar as the functional currency. Assets, liabilities and equity
accounts of the companies are translated at exchange rates as of the balance
sheet date or historical acquisition date, depending on the nature of the
account. Revenues and expenses are translated at average rates of exchange in
effect during the year. The resulting cumulative translation adjustments have
been recorded as a separate component of stockholders' equity. The financial
statements are presented in United States of America dollars.

Shipping and Handling Costs

      The Company's policy is to classify shipping and handling costs as part of
cost of goods sold in the statement of operations.

      Through its operating subsidiaries, Security Bancorp and Intercash,
Moneyflow is in the business to supply, install, maintain and manage Automated
Teller Machines ("ATMs"), Point of Sale Terminals and other electronic funds
transfer devices and to provide transaction processing services for these
devices. The machines are placed on the premises of property owners and
businesses for the purpose and convenience of dispensing cash and other services
to the public. Security Bancorp and Intercash currently


                                       8
<PAGE>

operate over 210 ATM terminals and over 225 POS terminals in five Canadian
provinces and employ 30 independent distributors. Their terminals accept Visa,
Mastercard, Interac, Maestro, Cirrus, Circuit and American Express (Canada).
Presently, the Company only has locations in Canada.

Selected Financial Information

                                                            Year Ended
                                                            ----------
                                                   10/31/2002         10/31/2001
                                                   ----------         ----------

Statement of Operations Data

         Total revenue                             $ 963,671          $ 888,652

         Operating income (loss)                   $(731,568)         $(132,706)

         Net earnings (loss) after tax             $(746,804)         $(185,336)

         Net earnings (loss) per share             $   (0.04)         $   (0.01)

                                                   10/31/2002         10/31/2001
                                                   ----------         ----------

Balance Sheet Data

         Total assets                              $ 478,185          $ 456,346

         Total liabilities                         $ 188,086          $  86,740

         Stockholders' equity                      $ 290,099          $ 369,606

Results of Operations

      Year ended October 31, 2002, compared to year ended October 31, 2001.

      Revenue. Revenue increased approximately 8% from $888,652 in the year
ended October 31, 2001 to $963,671 in the year ended October 31, 2002. This
increase was the result of greater fees collected as more ATMs and Point-of-Sale
Terminals were in service than the prior year.

      Cost of Sales. The cost of sales increased approximately 18% from $333,202
for the year ended October 31, 2001 to $392,050 for the year ended October 31,
2002. The increase in cost of sales was caused by the fact that for the year
ended October 31, 2002, the Company had purchased its machines at higher costs.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately 79% to $636,522 in the year
ended October 31, 2002 from $354,823 for the year ended October 31, 2001. The
increase was due to Moneyflow's expansion in operations and the costs of legal
and accounting expenses in connection with the preparation and filing of a
registration statement registering selling shareholders' shares.

      Interest Expense. Interest expense decreased from $6,691 for the year
ended October 31, 2001 to $72 for the year ended October 31, 2002. The decrease
resulted from Security Bancorp selling 55 ATMs and using the proceeds to pay off
a loan from the Bank of Montreal that had been used to finance the purchase of
ATMs.

      Net Loss. Moneyflow had a net loss of $746,804 for the year ended October
31, 2002, compared to a net loss of $185,336 for the year ended October 31,
2001. In July 2001, the Company entered into two twelve month consulting
agreements. The Company agreed to issue 4,000,000 of its common stock, in lieu
of a cash payment, as payment for the services valued at $1,000,000. Consulting
services are being


                                       9
<PAGE>

expensed over a twelve month period. Moneyflow incurred a loss of $80,137 before
the $666,667 non-cash expense for stock issued as compensation for consulting
services. The net loss resulted from the significant general and administrative
expenses coupled with the consulting fees.

      Consulting Fees. For the year ended October 31, 2002, Moneyflow incurred a
$666,667 non-cash expense for stock issued as compensation for consulting
services. For the year ended October 31, 2001, Moneyflow incurred $333,333 in
consulting fees.

      Capital and Sources of Liquidity

      Moneyflow currently has no material commitments for capital expenditures
and has nominal fixed expenses such as an annual lease payment of between
$15,000 and $20,000 per year.

      Management of Moneyflow expects that cash and the cash flow from future
operations will be sufficient to allow us to meet the expected growth in demand
for our products and services. However, we cannot be assured that our sales will
meet our growth expectations. Should this fail to occur, we may elect to (i)
reduce the planned expansion of operations or (ii) pursue other financing
alternatives such as an equity offering or borrowings. Our planned growth and
profitability could be delayed or diminished if the two options listed above are
not implemented.

      Net cash used by operating activities was $15,999 for the year ended
October 31, 2002 compared to cash provided of $331,953 primarily from net
profits and a reduction in inventory for the year ended October 31, 2001.

      Sales of new machines and the deposit of vault cash in ATMs caused net
cash used by investing activities to decrease by $60,703 for the year ended
October 31, 2002 from $80,702 for the year ended October 31, 2001.

      Moneyflow used $138 for repayment of a capital lease payable for the year
ended October 31, 2002. For the year ended October 31, 2001, Moneyflow used
$147,212 for the reduction of debt.

      In January 2003, Moneyflow executed a letter agreement with 1st SB
Partners Ltd., located in New York, New York. 1st SB Partners Ltd. will provide
financial consulting services to Moneyflow, to seek capital funding for
Moneyflow on a best efforts basis. In exchange for these services, Moneyflow has
paid US $5,000, and will issue 750,000 shares of its common stock to 1st SB
Partners Ltd. upon the receipt of the initial funds raised, along with a fee of
10% of capital raised.

      As of October 31, 2002, Moneyflow had working capital of approximately
$262,000, consisting of current assets of approximately $446,000 and current
liabilities of approximately $184,000. Moneyflow had working capital of
approximately $374,000 at October 31, 2001 consisting of current assets of
approximately $442,000 and current liabilities of approximately $68,000.
Moneyflow believes that its working capital is sufficient to fund its present
operations.

      Concentration of Credit Risk

      Moneyflow's financial instruments that are exposed to concentrations of
credit risk consist of cash, which includes checking accounts placed with
federally insured financial institutions. Such accounts may at times exceed
federally insured limits. Moneyflow has not experienced any losses on such
accounts.

      Impact of Inflation

      Inflation has historically not had a material effect on Moneyflow's
operations.

Cautionary Note Regarding Forward-looking Statements and Risk Factors

      The Company's Form 10-KSB, any Form 10-QSB or any Form 8-K of the Company
or any other written or oral statements made by or on behalf of the Company may
contain forward-looking statements which reflect the Company's current views
with respect to future events and financial performance. The


                                       10
<PAGE>

words "believe," "expect," "anticipate," "intends," "estimate," "forecast,"
"project," and similar expressions identify forward-looking statements. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements, including any statements of the plans,
strategies and objectives of management for future operations; any statements
concerning proposed new products, services, developments or industry rankings;
any statements regarding future economic conditions or performance; any
statements of belief; and any statements of assumptions underlying any of the
foregoing.

      The Company wishes to caution investors that any forward-looking
statements made by or on behalf of the Company are subject to uncertainties and
other factors that could cause actual results to differ materially from such
statements. These uncertainties and other factors include, but are not limited
to the Risk Factors listed below (many of which have been discussed in prior SEC
filings by the Company). Though the Company has attempted to list
comprehensively these important factors, the Company wishes to caution investors
that other factors could in the future prove to be important in affecting the
Company's results of operations. New factors emerge from time to time and it is
not possible for management to predict all of such factors, nor can it assess
the impact of each such factor on the business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

      Readers are further cautioned not to place undue reliance on such
forward-looking statements as they speak only of the Company's views as of the
date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Risk Factors

      You should consider the following discussion of risks as well as other
information regarding our common stock. The risks and uncertainties described
below are not the only ones. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial also may impair our business
operations. If any of the following risks actually occur, our business could be
harmed.

      Our ongoing reporting obligations as a public company may result in
ongoing operating losses.

      Operating an American public company involves substantial costs to comply
with reporting obligations under federal securities laws. These reporting
obligations have already increased our operating costs and adversely affected
our profits. We may not reach sufficient size to justify our public reporting
status. If we were forced to become a private company, then you may lose your
ability to sell your shares or to sell them at a premium over what you paid for
them.

      The demand for our services may decline or we may lose operating
locations, which would result in a decline of operations and a corresponding
decline in profitability of our company.

      If Moneyflow were to lose some or all its lucrative locations or if demand
for the accessibility and convenience of its machines declines, Moneyflow's
revenues may significantly decline. Our sales could decrease in the event of
significant or sustained price discounting in the industry, which would reduce
our profitability.

      If we have to comply with any new government regulations, or if old
government regulations are reenacted, we may not be able to comply with them or
we may have to spend large amounts of resources to meet these new regulations,
which we may not have the resources to do, and which may result in a loss of
revenue and reduced profitability.

      In Canada, our services currently comply with or are exempt from
regulation of the Canadian government and we are unaware of any proposed
legislation that would change the current status. In the


                                       11
<PAGE>

event the regulations change or new laws or regulations are enacted, our
financial resources could decrease due to costs involved in complying with any
new regulation. We are also interested in expanding our operations into other
countries and the initial costs of such an expansion while we comply with
regulations in these new areas could result in a loss of profitability and a
drain of our resources.

      The deregulation of the ATM and Point-of-Sale industries in Canada created
an opportunity for Moneyflow to enter these industries. However, if the Canadian
government reenacts regulation, Moneyflow could be prohibited from operating in
Canada, which is currently the only country in which we do business.

      We depend upon third parties to market and sell most of our products and
services. Thus, a loss of a significant number of these independent third
parties marketing or selling our systems would result in a loss of revenue and
affect our ability to expand.

      We rely significantly on independent sales agents to market and sell our
ATMs and Point-of-Sale machines. If these independent agents were to go to work
for any of our competitors, it could adversely affect our future operations.
Several of our competitors are larger than we are and many have greater
financial resources that allow them to offer more lucrative terms to our sales
agents. Our agreements with our sales agents are generally for an initial term
of two years and can be canceled by the agents without significant financial
consequence. Furthermore, if we had to hire employees to replace our independent
sales personnel, our operating expenses would increase significantly and would
reduce our overall profitability.

      Our need for additional financing is uncertain, as is our ability to raise
further financing, if required.

      Although we anticipate that our available cash resources combined with our
anticipated revenues will meet any foreseeable working capital needs we have, we
will need to raise additional capital to expand into new locations and markets.
A shortfall in projected revenues may negatively impact existing operations. We
recently entered into an arrangement for outside sources of financing, but we
cannot provide any assurance that such financing will be raised.

      Because several of our competitors are much larger than we are, we may not
be able to compete effectively and gain additional market share.

      Based on the number of ATMs and Point-of-Sale machines deployed, several
of our Canadian competitors are much larger than we are. At least three of our
competitors have over 650 ATMs in service. One competitor, Direct Cash, has even
acquired its own "switch" and is therefore not dependent on a third party to
process its transactions with Interac. There is nothing proprietary about our
product and we could be forced out of business by competitors which
significantly undercut our prices.

      We depend on key management personnel and the loss of any of them would
seriously disrupt our operations.

      At present, we operate with eleven full-time employees, including Harold
Schultz, our President and CEO, and Richard Scott, our Vice President of
Corporate Sales Development, Joseph Ternes, our National Sales Manager, and
James Dobson, our Administration Manager. The loss of these employees would have
a material adverse effect on our operations and we may not be able to hire
satisfactory employees to replace these employees. Even if we could locate
suitable replacements, it is unlikely that we could hire them on or upon terms
and conditions comparable to what we presently pay our current employees. We do
not currently have employment contracts with these employees.

      Our operations are not diversified and we will not have the benefit of
reducing our financial risks by relying on other revenues.

      We are engaged in the business of supplying, installing, maintaining and
operating electronic financial transaction terminals commonly referred to as
Automated Teller Machines and Point-of-Sale


                                       12
<PAGE>

terminals, which are placed on the premises of businesses to dispense cash and
provide purchase payment systems and other services to consumers. As a result,
our financial viability will depend exclusively on our ability to generate
revenues from our operations. We will not have the benefit of reducing our
financial risks by relying on revenues derived from other operations.

      We depend on the revenues generated by our wholly-owned subsidiaries,
Security Bancorp Inc. and Intercash POS Systems Ltd. Should they fail to
continue producing revenues to fund our operations, we would have to seek
alternative methods of financing such as selling our stock or borrowing money.

      The funds used to finance our operations come from our wholly owned
subsidiaries, Security Bancorp and Intercash. If their operations decline or if
their profitability decreases, the funds we have to work with will be seriously
compromised. We would then have to seek to sell shares of our stock or borrow
money from either financial institutions or private lenders. The terms and
conditions of any stock sales or borrowings may not be available on terms and
conditions that are favorable to us, or may not be available to us at all.

      There is a limited market for our common stock.

      Currently only a very limited trading market exists for Moneyflow common
stock. Our common stock trades on the OTC Bulletin Board under the symbol
"MNYF.OB." The Bulletin Board is a limited market and subject to substantial
restrictions and limitations in comparison to the NASDAQ system. Any
broker/dealer that makes a market in our stock or other person that buys or
sells our stock could have a significant influence over its price at any given
time. Effective sometime in 2003 or early 2004, the OTC Bulletin Board will no
longer offer companies a market on which to trade. The new BBX Exchange, which
is intended to replace the OTC Bulletin Board, will have stricter listing
standards. Management intends to apply to be listed on the BBX Exchange as soon
as applications become available but there is no assurance that we will meet the
minimum criteria required. If we fail to meet the BBX Exchange listing
requirements, then we will be forced to trade solely on the pink sheets, a
market with very limited liquidity and minimal listing standards. We cannot
assure our shareholders that a market for our stock will be sustained. There is
no assurance that our shares will have any greater liquidity than shares which
do not trade on a public market.

      Our common stock is subject to penny stock regulation.

      Our shares are subject to the provisions of Section 15(g) and Rule 15g-9
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security that has
a market price less than $5.00 per share, subject to certain exceptions. Rule
3a51-1 provides that any equity security is considered to be penny stock unless
that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
registrant's net tangible assets; or exempted from the definition by the
Commission. Since our shares are deemed to be "penny stocks", trading in the
shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors.

ITEM 7. FINANCIAL STATEMENTS

      The information required by this Item is submitted as a separate section
of this Form 10-KSB. See Item 13.


                                       13
<PAGE>

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

Change in Certifying Accountants

      On September 27, 2002, Moffitt & Company, P.C. resigned as the independent
auditors for the Company. On November 14, 2002, the Board of Directors engaged
Farber & Hass, L.L.P. as the new independent auditors for the Company.

      The Company's financial statements to the date of Moffitt & Company's
resignation did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles. The Company did not have any disagreements with Moffitt & Company on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Moffitt & Company, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
report, nor were there any "reportable events" as defined in Item 304(a)(1)(v)
of Regulation S-B. During the two fiscal years ended October 31, 2001 and 2002,
and between October 31, 2002 and February 13, 2003, neither the Registrant nor
anyone acting on its behalf consulted with Farber & Hass, L.L.P. regarding (i)
either the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements; or (ii) any matter that was
either the subject of a disagreement with Moffitt & Company, P.C. or a
reportable event with respect to Moffitt & Company, P.C.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(A) OF THE
        EXCHANGE ACT

      The names of our directors and executive officers, their ages, and certain
other information about them are set forth below:

        Name             Age                        Position
-------------------      ---      ----------------------------------------------
Harold F. Schultz *       71      Chairman of the Board, President, CEO, CFO

Dale B. Tingley *         51      Director

Richard J. Scott *        55      Director, Vice President - Corporate Sales
                                  Development

*     All directors currently serve as members of the Company's Audit Committee.

      All of the above officers and directors began their initial terms on April
25, 2001.

      Harold F. Schultz, Chairman of the Board, President, CEO and CFO. Mr.
Schultz is a founding shareholder of Moneyflow as well as serving as its
President and Chief Operating Officer since Moneyflow was formed in 2001. Mr.
Schultz is also President and Director of Security Bancorp, Inc., Moneyflow's
wholly owned subsidiary. Mr. Schultz has been President of Security Bancorp,
Inc. since 1999. Mr. Schultz has over 40 years experience in the areas of
construction, real estate and the oil and gas industry. Prior to joining
Security Bancorp, Inc., Mr. Schultz was Chairman of Enviro FX, Inc., a publicly
traded Canadian company, from 1996 until 1998. Mr. Schultz has been President of
Advance Contracting Services Ltd., a private holding company, since 1972. Mr.
Schultz is a member of the 400 Club, a founder of the Lakeview Community
Association and many other community organizations.

      Dale P. Tingley, Director. Mr. Tingley has served as a Director of
Moneyflow since its formation. Mr. Tingley also serves as a Director of Security
Bancorp, Inc., Moneyflow's wholly owned


                                       14
<PAGE>

subsidiary. Mr. Tingley has been a successful businessman and entrepreneur in
Canada. Mr. Tingley was a dealer principal for four automobile dealerships from
1977 - 1999. Since 1989, Mr. Tingley has been President of Helix Property
Management, a real estate development company.

      Richard J. Scott, P. Eng., Director, Vice President - Corporate Sales
Development. Mr. Scott has been a Director and Vice President of Moneyflow since
its inception. Mr. Scott also serves as a Director of Security Bancorp, Inc. and
has held that position since 1999. Mr. Scott is a Professional Engineer and has
over 28 years experience in developing and implementing marketing plans and
strategies for the Canadian and international marketplace. Prior to joining
Security Bancorp, Inc., Mr. Scott served as marketing coordinator for a Canadian
public company, Enviro FX, Inc. from 1998 to 1999. Prior to that, Mr. Scott was
division manager of Industrial Equipment Brokers International from 1996 to
1997.

Conflicts of Interest Policy

      Moneyflow has adopted a policy that any transactions with directors,
officers or entities of which they are also officers or directors or in which
they have a financial interest, will only be on terms consistent with industry
standards. These transaction must also be approved by a majority of the
disinterested directors of Moneyflow's Board of Directors.

ITEM 10. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                        Long Term Compensation
                                                  Annual Compensation            ------------------------------------
                                                                                          Awards              Payouts
---------------------------------------------------------------------------------------------------------------------
                                                                 Other Annual    Restricted    Securities
    Name and Principal                    Salary      Bonus      Compensation       Stock      Underlying      LTIP
         Position              Year       (US $)     (US $)         (US $)         Awards        Options      Payouts
---------------------------------------------------------------------------------------------------------------------
<S>                            <C>        <C>           <C>           <C>             <C>           <C>          <C>
Harold Schultz
(President, CEO & CFO)         2001       26,250        0             0               0             0            0
---------------------------------------------------------------------------------------------------------------------
                               2002       38,800        0             0               0             0            0
---------------------------------------------------------------------------------------------------------------------
</TABLE>

      Members of the Board of Directors do not receive any compensation for
their service as Directors but the Company may determine to pay Directors a per
meeting fee in the future if these Directors are not separately compensated by
Moneyflow for other services. All expenses for meeting attendance or out of
pocket expenses connected directly with their Board representation will be
reimbursed by Moneyflow.

      Director liability insurance may be provided to all members of the Board
of Directors. Moneyflow has not yet obtained such insurance and does not have
any specifics for available cost and coverage. Moneyflow does not have a
specific time frame to obtain the insurance. No differentiation is made in the
compensation of "outside directors" and those officers of Moneyflow serving in
that capacity.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

      There are currently 18,037,000 common shares outstanding. The following
tabulates holdings of shares of Moneyflow by each person who, subject to the
above, as of February 10, 2003, holds of record or is known by Management to own
beneficially more than 5.0% of the common shares and, in addition, by all
directors and officers of Moneyflow individually and as a group.


                                       15
<PAGE>

                     SHARE OWNERSHIP AS OF FEBRUARY 10, 2003

            Name and Address of             Amount of            Percent of
            Beneficial Owner (1)       Common Shares Owned   Common Shares Owned

        Harold F. Schultz (2) (3)           3,916,700               21.7%
        Box 4456 Station "C"
        Calgary, Alberta T2T 5N3

        Altess Investments (4)              1,144,000                6.3%
        916 Rideau Road, SW
        Calgary, Alberta T2S 0R6

        Dale Tingley (2)                    4,472,000               24.8%
        Suite N - 7003 5th Street SE
        Calgary, Alberta T2H 2G2

        Richard J. Scott (2)                2,023,300               11.2%
        Suite N - 7003 5th Street SE
        Calgary, Alberta T2H 2G2

        All Officers and Directors
        as a group (3 persons)             10,412,000               57.7%

(1)   Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
      amended, beneficial ownership of a security consists of sole or shared
      voting power (including the power to vote or direct the voting) and/or
      sole or shared investment power (including the power to dispose or direct
      the disposition) with respect to a security whether through a contract,
      arrangement, understanding, relationship or otherwise. Unless otherwise
      indicated, each person indicated above has sole power to vote, or dispose
      or direct the disposition of all shares beneficially owned, subject to
      applicable community property laws.

(2)   Denotes officer or director of Moneyflow.

(3)   All shares beneficially owned by Mr. Schultz are held of record by Advance
      Contracting Services Ltd., an entity owned and controlled by Mr. Schultz,
      President of Moneyflow.

(4)   Altess Investments is controlled by Mr. Alec McDougall, one of the
      founding shareholders of Security Bancorp.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Since inception, Moneyflow through its wholly owned subsidiary, Security
Bancorp Inc., has had an arrangement with Advance Contracting Services Ltd.,
whose sole shareholder, officer and director is Harold F. Schultz, President of
Moneyflow. As part of this arrangement, Security Bancorp pays a monthly
consulting fee to Advance in the amount of CDN$5,000 (US$3,125) for Mr.
Schultz's services to Security Bancorp. No written agreement has been entered
into and this arrangement is terminable at will. The parties anticipate entering
into a formal employment agreement with Mr. Schultz to ensure that Mr. Schultz
continues to work for Moneyflow.

      Since inception, Moneyflow through its wholly owned subsidiary, Security
Bancorp Inc., has had an arrangement with Laresco Holdings Ltd., whose sole
shareholder, officer and director is Richard J. Scott, Vice President of
Moneyflow. As part of this arrangement, Security Bancorp pays a monthly
consulting fee to Laresco in the amount of CDN$4,000 (US$2,500) for Mr. Scott's
services to Security Bancorp. No written agreement has been entered into and
this arrangement is terminable at will. The parties anticipate entering into a
formal employment agreement with Mr. Scott to ensure that Mr. Scott continues to
work for Moneyflow.


                                       16
<PAGE>

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

   (a) The following documents are filed as part of this report:

<TABLE>
<CAPTION>
                                                                                                    Page Number
                                                                                                    -----------
<S>                                                                                                     <C>
         1. Financial Statements:

            Report of Independent Auditors                                                              F-1

            Consolidated Balance Sheets at October 31, 2002                                             F-3

            Consolidated Statements of Operations for each of the two years
            ended October 31, 2002                                                                      F-4

            Consolidated Statements of Stockholders' Equity for each of the two years
            ended October 31, 2002                                                                      F-5

            Consolidated Statements of Comprehensive (Loss) for each of the two years
            ended October 31, 2002                                                                      F-6

            Consolidated Statements of Cash Flows for each of the two years
            ended October 31, 2002                                                                      F-7

            Notes to Consolidated Financial Statements                                                  F-8

            Exhibits included or incorporated herein:  See Exhibit Index.
</TABLE>

   (b) Reports on Form 8-K:

      On September 23, 2002, the Company filed a Current Report on Form 8-K
containing the ss.906 Certifications of the Company's CEO and CFO, as required
under the Sarbanes-Oxley Act of 2002, to accompany the filing of the Company's
Form 10-QSB for the period ended July 31, 2002.

      On October 16, 2002, the Company filed a Current Report on Form 8-K
announcing the resignation of the Company's independent auditor, Moffitt &
Company, P.C.

      On November 15, 2002, the Company filed a Current Report on Form 8-K
announcing the engagement of Farber & Hass, L.L.P. as the Company's new
independent auditor.

      On January 27, 2003, the Company filed an amended Current Report on Form
8-K/A relating to the Form 8-K filed on October 16, 2002.

ITEM 14. CONTROLS AND PROCEDURES

      (a) Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of the design and operation of our disclosure controls
and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within 90 days of the filing date of this report. Based on that
evaluation, our principal executive officer and our principal financial officer
concluded that the design and operation of our disclosure controls and
procedures were effective to ensure that information required to be included in
our Securities and Exchange Commission reports is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms.

      (b) In addition, there were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the Evaluation Date, including any corrective actions with regard
to significant deficiencies and material weaknesses.


                                       17
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
  of Moneyflow Systems International, Inc.:

We have audited the accompanying consolidated balance sheet of Moneyflow Systems
International, Inc. (the "Company") as of October 31, 2002 and the related
consolidated statements of operations, stockholders' equity, comprehensive
income (loss) and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits 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 presentation of
the financial statements. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the accompanying consolidated financial statements present
fairly, in all material respects, the financial position of the Company at
October 31, 2002 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.


s/s Farber & Hass, LLP

Oxnard, California
February 5, 2003, except as to Note 1
"Restatement of Financial Statements",
for which the date is March 15, 2003


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To The Board of Directors
Moneyflow Systems International Inc. and Subsidiary

We have audited the accompanying consolidated statements of operations,
stockholders' equity, comprehensive income (loss) and cash flows of Moneyflow
Systems International Inc. and Subsidiary for the year ended October 31, 2001.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements based on
our audit.

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 financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Moneyflow
Systems International Inc. and Subsidiary for the year ended October 31, 2002,
in conformity with accounting principles generally accepted in the United States
of America


/S/ MOFFITT & COMPANY, P.C.
SCOTTSDALE, ARIZONA

January 15, 2002


                                      F-2
<PAGE>

              MONEYFLOW SYSTEMS INTERNATIONAL INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                OCTOBER 31, 2002
                                 (AS RESTATED)
                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                            $    79,332
   Accounts receivable                                       86,738
   G.S.T. refund                                              2,595
   Inventories                                              261,560
   Prepaid expenses and other current assets                 15,375
                                                        -----------

     TOTAL CURRENT ASSETS                                               $445,600

PROPERTY AND EQUIPMENT, NET
   OF ACCUMULATED DEPRECIATION                                            30,646

OTHER ASSETS
   Rent security deposit                                      1,939
                                                        -----------

     TOTAL OTHER ASSETS                                                    1,939
                                                                        --------

     TOTAL ASSETS                                                       $478,185
                                                                        ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                     $    53,355
   Accrued expenses                                          17,214
   Accrued professional fees                                 26,526
   Customer deposits                                          2,769
   Deferred income                                            4,047
   Canadian taxes                                            78,388
   Capital lease payable, current portion                     1,663
                                                        -----------

     TOTAL CURRENT LIABILITIES                                          $183,962

LONG - TERM LIABILITY-

   Capital lease payable, long-term portion                   4,124
                                                        -----------

STOCKHOLDERS' EQUITY
   Common stock,  par value $.001 per share
     Authorized 50,000,000 shares
     Issued and outstanding  - 18,037,000 shares             18,037
     Paid in capital in excess of par value of stock      1,203,359
     Accumulated deficit                                   (893,015)
     Accumulated other comprehensive (loss)                 (38,282)
                                                        -----------
       (Primarily cumulative translation adjustment)

     TOTAL STOCKHOLDERS' EQUITY                                          290,099
                                                                        --------

     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                                             $478,185
                                                                        ========


                                      F-3
<PAGE>

              MONEYFLOW SYSTEMS INTERNATIONAL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED OCTOBER 31, 2002 AND 2001

                                                      2002             2001
                                                  (As Restated)
                                                  ------------     ------------

REVENUES
   Sales of machines and terminals                $    412,272     $    461,282
   Fees                                                532,506          392,601
   Other revenue                                        18,893           34,769
                                                  ------------     ------------

     TOTAL REVENUES                                    963,671          888,652
                                                  ------------     ------------

COST AND EXPENSES
   Cost of sales                                       392,050          333,202
   Selling, general and administrative expenses        636,522          354,823
                                                  ------------     ------------

     TOTAL COSTS AND EXPENSES                        1,028,572          688,025
                                                  ------------     ------------

INCOME (LOSS) BEFORE CONSULTING FEES                   (64,901)         200,627

CONSULTING FEES, NON-CASH                              666,667          333,333
                                                  ------------     ------------

(LOSS) FROM OPERATIONS                                (731,568)        (132,706)

OTHER (INCOME) EXPENSE                                      72            6,691
   Interest expense                                       (589)
   Interest income                                       2,340
   Loss on disposal
                                                  ------------     ------------

       TOTAL OTHER EXPENSE, NET                          1,823            6,691
                                                  ------------     ------------

(LOSS) BEFORE CORPORATION
   INCOME TAXES (BENEFIT)                             (733,391)        (139,397)

CORPORATION INCOME TAXES                                13,413           45,939
                                                  ------------     ------------

     NET (LOSS)                                   $   (746,804)    $   (185,336)
                                                  ============     ============

NET (LOSS) PER COMMON SHARE

   Basic and diluted                              $      (0.04)    $       (.01)
                                                  ============     ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING

   Basic and diluted                                18,037,000       15,011,500
                                                  ============     ============


                                      F-4
<PAGE>

              MONEYFLOW SYSTEMS INTERNATIONAL INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE YEARS ENDED OCTOBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                            Paid in
                                                                            Capital                      Accumulated
                                                   Common Stock          in Excess of                       Other         Deferred
                                             -----------------------       Par Value     Accumulated    Comprehensive    Consulting
                                               Shares         Amount       of Stock        Deficit      Income (Loss)     Services
                                             ----------      -------     ------------    -----------    -------------    ----------
<S>                                          <C>             <C>          <C>             <C>             <C>            <C>
BALANCE, NOVEMBER 1, 2000                    14,000,000      $14,000      $  198,146      $  39,125       $ 16,980       $       0

Issuance Of Common Stock For:
   Cash                                          37,000           37           9,213              0              0               0
   Services                                   4,000,000        4,000         996,000              0              0               0

Deferred Consulting Services                          0            0               0              0              0        (666,667)

Foreign Currency Translation Adjustment               0            0               0              0        (55,892)              0

Net (Loss) Income For The Year Ended
   October 31, 2001                                   0            0               0       (185,336)             0               0
                                             ----------      -------      ----------      ---------       --------       ---------

     BALANCE, OCTOBER 31, 2001               18,037,000       18,037       1,203,359       (146,211)       (38,912)       (666,667)

Deferred Consulting Services
   Amortized To Operations                            0            0               0              0              0         666,667

Foreign Currency Translation Adjustment               0            0               0              0            630               0

Net (Loss) For The Year Ended
   October 31, 2002                                   0            0               0       (746,804)             0               0
                                             ----------      -------      ----------      ---------       --------       ---------

     BALANCE, OCTOBER 31, 2002 (As Restated) 18,037,000      $18,037      $1,203,359      $(893,015)      $(38,282)      $       0
                                             ==========      =======      ==========      =========       ========       =========
</TABLE>


                                      F-5
<PAGE>

              MONEYFLOW SYSTEMS INTERNATIONAL INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                  FOR THE YEARS ENDED OCTOBER 31, 2002 AND 2001

                                                      2002               2001
                                                 (As Restated)
                                                   ---------          ---------

NET (LOSS)                                         $(746,804)         $(185,336)

OTHER COMPREHENSIVE INCOME (LOSS)

   FOREIGN CURRENCY TRANSLATION
     ADJUSTMENT                                          630            (55,892)
                                                   ---------          ---------

NET COMPREHENSIVE (LOSS)                           $(746,174)         $(241,228)
                                                   =========          =========


                                      F-6
<PAGE>

              MONEYFLOW SYSTEMS INTERNATIONAL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED OCTOBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                         2002           2001
                                                                    (As Restated)
                                                                      ---------     -----------
<S>                                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (Loss)                                                         $(746,804)    $  (185,336)
   Adjustments to reconcile net (Loss) to net cash
    provided (Used) by operating activities:
     Depreciation                                                        17,207          93,664
     Amortization                                                           153
     Loss on disposal                                                     2,340
     Consulting fees, non cash                                          666,667         333,333
     Provision for doubtful accounts                                     19,252
   Changes in operating assets and liabilities:
     Accounts and other receivables                                       2,954         (76,167)
     Inventories                                                        (70,207)        152,015
     Prepaid expenses and deposits                                       (6,051)        (34,267)
     Accounts payable and accrued expenses                               73,669          (7,028)
     Customer deposits                                                    2,769               0
     Deferred income                                                      4,047               0
     Income taxes                                                        18,005          55,739
                                                                      ---------     -----------

       NET CASH PROVIDED (USED) BY
        OPERATING ACTIVITIES                                            (15,999)        331,953
                                                                      ---------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash in Automated Teller Machines                                     16,474         (16,474)
   Purchases of property and equipment                                  (36,728)        (64,228)
   Proceeds from sale of property and equipment                             255               0
                                                                      ---------     -----------

       NET CASH (USED) BY INVESTING ACTIVITIES                          (19,999)        (80,702)
                                                                      ---------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                                     0           9,250
   Repayment of notes payable                                                 0        (156,462)
   Repayment of capital lease payable                                      (138)              0
                                                                      ---------     -----------

       NET CASH (USED) BY FINANCING ACTIVITIES                             (138)       (147,212)
                                                                      ---------     -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH
 AND CASH EQUIVALENTS                                                       630         (55,892)
                                                                      ---------     -----------

       NET INCREASE (DECREASE) IN CASH
        AND CASH EQUIVALENTS                                          $ (35,106)    $    48,147

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                            114,438          66,291
                                                                      ---------     -----------

CASH AND CASH EQUIVALENTS, END OF YEAR                                $  79,332     $   114,438
                                                                      =========     ===========

SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION
   Cash paid for interest                                             $      72     $     6,820
                                                                      =========     ===========
   Cash paid for taxes                                                $  29,945     $     3,004
                                                                      =========     ===========

SCHEDULE OF NON-CASH INVESTING AND
 FINANCING ACTIVITIES
   Common stock issued for services                                   $       0     $ 1,000,000
                                                                      =========     ===========

   Purchase of property and equipment with capital lease financing    $   8,311     $         0
                                                                      =========     ===========
</TABLE>


                                      F-7
<PAGE>

              MONEYFLOW SYSTEMS INTERNATIONAL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            OCTOBER 31, 2002 AND 2001

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Restatement of Financial Statements

The financial statements for the year ended October 31, 2002 have been restated
to correct certain errors in the financial statements and notes thereto. The
error primarily relates to the recording of Canadian income taxes. The Canadian
income tax provision has been increased from a benefit of $37,489 to an expense
of $13,413.

Nature of Business and History of Company

Moneyflow Systems International Inc. (hereinafter referred to as the Company)
was organized on April 25, 2001, under the laws of the State of Nevada. The
Company operates as a holding Company for acquisitions of subsidiaries.

Security Bancorp Inc. (hereinafter referred to as SBI) was organized on August
3, 1992, in Alberta, Canada and was inactive until January 5, 1999 when it
changed its name to Security Bancorp Inc. and began operations under the
trademark name of Ca$h Station.

SBI is headquartered in Calgary, Canada and is in the business to supply,
install, maintain and manage Automated Teller Machines (ATM'S) and other
Electronic Funds Transfer Devices and to provide transaction processing services
for these devices. The machines are placed on the premises of property owners
and businesses for the purpose and convenience of dispensing cash and other
services to the public.

InterCash POS Systems, LTD. (hereinafter referred to as POS) was organized on
April 1, 2002 in Alberta, Canada and sells point of sale terminals and other
electronic funds transfer devices.

In December 2001, the Board of Directors of both Companies approved a share
exchange agreement whereby the Company issued 14,000,000 shares of common stock
for 100% of the stock of SBI. In connection with the legal form of this
transaction, SBI became a wholly-owned Subsidiary of the Company. For accounting
purposes, the acquisition was treated as a recapitalization of SBI rather than a
business combination.

Principles of Consolidation

The consolidated financial statements include the accounts of Moneyflow Systems
International Inc. and its wholly-owned subsidiaries, Security Bancorp Inc. and
InterCash POS Systems, LTD.

All material inter-company accounts and transactions have been eliminated.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.

Accounts Receivable

Accounts receivable are reported at the customers' outstanding balances less any
allowance for doubtful accounts. Interest is not accrued on overdue accounts
receivable.


                                      F-8
<PAGE>

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Allowance for Doubtful Accounts

The allowance for doubtful accounts on accounts receivable is charged to income
in amounts sufficient to maintain the allowance for uncollectible accounts at a
level management believes is adequate to cover any probable losses. Accounts
receivable are charged off against the allowance when collectibility is
determined to be permanently impaired (bankruptcy, lack of contact, account
balance over one year old, etc.).

Inventories

Inventories are valued at the lower of cost or market. Cost is determined as
follows:

      Automated Teller Machines and Point of Sale Terminals held for resale -
      actual cost for the machine purchased.

      Automated Teller Machines and Point of Sale Terminals - placements -
      actual cost for the machine purchased less accumulated depreciation.
      Depreciation is computed on the straight line basis over 10 years.

      Parts and supplies - first-in, first-out method.

Prepaid Expenses

Prepaid expenses are being amortized over a one year period.

Property and Equipment

Property and equipment are stated at cost. Major renewals and improvements are
charged to the asset accounts while replacements, maintenance and repairs, which
do not improve or extend the lives of the respective assets, are expensed. At
the time property and equipment are retired or otherwise disposed of, the asset
and related accumulated depreciation accounts are relieved of the applicable
amounts. Gains or losses from retirements or sales are credited or charged to
income.

Security Bancorp Inc. depreciates its property and equipment as follows:

      Financial statement reporting - straight line method as follows:

             Furniture and fixtures                   3 - 10 years
             Computer equipment                            5 years
             Telephone equipment                          10 years

Long-Lived Assets

Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the historical cost-carrying value of an
asset may no longer be appropriate. The Company assesses recoverability of the
carrying value of an asset by estimating the future net cash flows expected to
result from the asset, including eventual disposition. If the future net cash
flows are less than the carrying value of the asset, an impairment loss is
recorded equal to the difference between the asset's carrying value and fair
value. This standard did not have a material effect on the Company's results of
operations, cash flows or financial position.


                                      F-9
<PAGE>

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition Policy

Revenue from the sale of Automated Teller Machines and Point of Sale Terminals
is recognized when the earning process is complete and the risk and rewards of
ownership have transferred to the customer, which is generally considered to
have occurred upon the delivery of the machine to our customer and the
acceptance and activation of the machine by the customer.

Revenue from transaction and service fees are earned daily and are
electronically transferred to the Company from the processors.

Shipping and Handling Costs

The Company's policy is to classify shipping and handling costs as part of cost
of goods sold in the statement of operations.

Advertising

Security Bancorp Inc. and InterCash POS Systems, LTD. expenses all advertising
as incurred. For the years ended October 31, 2002 and 2001, the two companies
charged to operations $3,719 and $12,556, respectively.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the
current year and deferred taxes on temporary differences between the amount of
taxable income and pretax financial income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently
enacted income tax rates applicable to the period in which the deferred tax
assets and liabilities are expected to be realized or settled as prescribed in
FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or
rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes.

Net Income (Loss) Per Share

The Company adopted Statement of Financial Accounting Standards No. 128 that
requires the reporting of both basic and diluted earnings (loss) per share.
Basic earnings (loss) per share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. In accordance with
FASB 128, any anti-dilutive effects on net earnings (loss) per share are
excluded.

Accounting Estimates

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were used.


                                      F-10
<PAGE>

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk

Financial Instruments

Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash and trade accounts receivable. The
Company places its temporary cash investments in reputable financial
institutions. At October 31, 2002, the Company had approximately $84,000
(Canadian dollars) on deposit with one financial institution. A maximum of
$60,000 (Canadian dollars) is insured by Canadian governmental agencies.

Concentrations of credit risk with respect to trade receivables are limited due
to the large number of customers comprising the Company's customer base and
their dispersion across different geographic areas. The Company routinely
assesses the financial strength of its customers. The Company normally does not
require a deposit to support large customer orders.

Purchases

The Company relies primarily on two suppliers for its products. The loss of
either supplier could have a material impact of the Company's operation.
Purchases for the years ended 2002 and 2001 are as follows:

                                                 2002               2001
                                               --------           --------

      Supplier A                               $174,423           $ 30,453
      Supplier B                                156,103
      Supplier C                                  1,129            171,309
      Supplier D                                                   122,588
                                               --------           --------

      Total                                    $331,655           $324,350
                                               ========           ========

Revenues

For the year ended October 31, 2002, the Company had no customers which exceeded
10% of total revenues. For the year ended October 31, 2001, the Company had one
customer which accounted for 27% of total revenues.

Disclosure about Fair Value of Financial Instruments

The Company estimates that the fair value of all financial instruments at
October 31, 2002, as defined in FASB 107, does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying balance sheet. The estimated fair value amounts have been
determined by the Company using available market information and appropriate
valuation methodologies. Considerable judgment is required in interpreting
market data to develop the estimates of fair value, and accordingly, the
estimates are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.

Foreign Currency Translation

The financial statements of our Canadian subsidiaries are measured using the
Canadian dollar as the functional currency. Assets, liabilities and equity
accounts of the companies are translated at exchange rates as of the balance
sheet date or historical acquisition date, depending on the nature of the
account. Revenues and expenses are translated at average rates of exchange in
effect during the year. The resulting cumulative translation adjustments have
been recorded as a separate component of stockholders' equity. The financial
statements are presented in United States of America dollars.


                                      F-11
<PAGE>

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

The FASB recently issued the following statements:

      FASB 144 - Accounting for the Impairment or Disposal of Long-Lived Assets
      FASB 145 - Rescission of FASB Statements 4, 44 and 64 and Amendment of
                 FASB 13
      FASB 146 - Accounting for Costs Associated with Exit or Disposal
                 Activities
      FASB 147 - Acquisitions of Certain Financial Institutions
      FASB 148 - Accounting for Stock Based Compensation

These FASB statements did not have a material impact on the Company's financial
position and results of operations.

Reclassifications

Certain 2001 amounts have been reclassified to conform with 2002 presentations.

NOTE 2 -- ALLOWANCE FOR DOUBTFUL ACCOUNTS

A summary of the allowance for doubtful accounts is as follows:

         Balances, November 1, 2001                                     $      0
         Addition to allowance                                            19,252
         Accounts receivable written-off as uncollectible                  8,716
                                                                        --------

         Balance, October 31, 2002                                      $ 10,536
                                                                        ========

NOTE 3 -- INVENTORIES

Inventories are comprised of the following:

         Automated Teller Machines                                      $110,699
         Point of Sale Terminals                                         145,933
         Parts and supplies                                                4,928
                                                                        --------

                                                                        $261,560
                                                                        ========

NOTE 4 -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

         Furniture and fixtures                                         $ 14,021
         Computer equipment                                               16,788
         Telephone equipment (Capital lease)                               5,852
         Surveillance equipment                                            4,769
                                                                        --------
                                                                          41,430
         Less accumulated depreciation                                    10,784
                                                                        --------

                  Total property and equipment                          $ 30,646
                                                                        ========


                                      F-12
<PAGE>

NOTE 5 -- INCOME TAXES

Provision (Benefit)

The provision (benefit) for/or refund of income taxes for the years ended
October 31, 2002 and 2001 consist of the following:

                                                       2002          2001
                                                     -------       -------
      Current
           United States of America                  $     0       $     0
           Canadian                                   13,413        45,939

      Deferred
           United States of America                        0             0
           Canadian                                        0             0
                                                     -------       -------

           Total provision (benefit)                 $13,413       $45,939
                                                     =======       =======

Deferred Tax Components

Significant components of the Company's deferred tax assets are as follows at
October 31, 2002:

      Net operating loss carryforward                           $ 321,000
      Fixed assets                                                (18,000)
                                                                ---------
                                                                  303,000
      Less valuation allowance                                   (303,000)
                                                                ---------

           Net deferred tax assets                              $       0
                                                                =========

The valuation allowance increased approximately $260,000 in the year ended
October 31, 2002, representing primarily net taxable loss in 2002. 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 making this assessment.

Net Operating Loss Carryforwards

      United States Corporation Income Taxes

              Year of Loss                   Amount        Expiration Date
            ----------------                --------      ----------------
            October 31, 2001                $288,000      October 31, 2021
            October 31, 2002                 373,000      October 31, 2022
                                            --------
                                            $661,000
                                            ========

      Canadian Income Taxes

              Year of Loss                   Amount        Expiration Date
            ----------------                --------      ----------------
            October 31, 2001                $ 30,000      October 31, 2008
            October 31, 2002                 222,000      October 31, 2009
                                            --------
                                            $252,000
                                            ========


                                      F-13
<PAGE>

NOTE 6 -- CAPITAL LEASE PAYABLE

On October 4, 2002, SBI leased its telephone equipment on a capital lease. The
lease required 60 monthly payments of $217 (Canadian dollars) plus one buy-out
payment of $1,017 (Canadian dollars). Interest rate accrues at 14.76%.

Future minimum lease payments on the lease are as follows:

      October 31, 2003                                              $1,663
      October 31, 2004                                               1,663
      October 31, 2005                                               1,663
      October 31, 2006                                               1,663
      October 31, 2007                                               1,521
                                                                    ------
                                                                     8,173
      Less amount representing interest                              2,386
                                                                    ------

      Present value of future minimum lease payments                 5,787

      Less current portion                                           1,663
                                                                    ------

      Long-term portion                                             $4,124
                                                                    ======

NOTE 7 -- CONSULTING AGREEMENTS

On July 2001, the Company entered into two twelve month consulting agreements.
The Company agreed to issue 4,000,000 of its common stock, in lieu of a cash
payment, as payment for the services valued at $1,000,000. Consulting services
are being expensed over a twelve month period.

NOTE 8 -- BUSINESS SEGMENTS

FASB Statement No. 131 "Disclosures about Segments of an Enterprise and Related
Information," requires companies to provide certain information about their
operating segments. The Company has three reportable segments: Automated Teller
Machines, Point of Sale Terminals and General Corporation Administration.
Management evaluates performance based upon the operating earnings after income
taxes. All assets and sales are in Canada.

Summarized financial information concerning the Company's reportable segments is
shown on the following table:

<TABLE>
<CAPTION>
                                          Automated         Point of           General
                                            Teller            Sale           Corporation
                                           Machines         Terminals      Administration        Total
                                          ---------         ---------      --------------      ---------
<S>                                       <C>               <C>               <C>              <C>
2002

Net revenues to external customers        $ 767,086         $ 196,585         $      0         $ 963,671
Operating earnings (loss)                  (454,875)         (268,958)          (7,735)         (731,568)
Total assets                                246,288           225,711            6,186           478,185
Depreciation                                 11,988             5,372                0            17,360
Capital expenditures                         31,959             4,769                0            36,728

2001

Net revenues to external customers        $ 858,503         $  30,149         $      0         $ 888,652
Operating earnings (loss)                  (112,745)            3,464          (23,425)         (132,706)
Total assets                                346,531            47,964           61,851           456,346
Depreciation and amortization                93,514               150                0            93,664
Capital expenditures                         64,228                 0                0            64,228
</TABLE>


                                      F-14
<PAGE>

NOTE 9 -- COMMITMENTS AND CONTINGENCIES

Lease

On March 15, 2002, SBI leased its office facilities for a five year period that
began on May 1, 2002. The lease requires monthly rentals of approximately $1,195
($1,873 Canadian dollars) plus taxes and operating cost, with rent increasing
yearly by $.50 per square footage of gross leaseable area.

Future minimum lease payments excluding taxes and expenses are as follows:

      October 31, 2003                                             $14,949
      October 31, 2004                                              16,145
      October 31, 2005                                              17,340
      October 31, 2006                                              18,535
      October 31, 2007                                               9,566
                                                                   -------

                                                                   $76,535
                                                                   =======

Rent expense including rental costs and taxes for the years ended October 31,
2002 and 2001 was $13,232 and $9,688, respectively.

G.S.T.

The Company's G.S.T. tax returns were audited by the Canadian government. The
Company is protesting the assessment, is making periodic payments on the
assessment, and estimates the balance due at October 31, 2002 is $12,326.

NOTE 10 -- 4TH QUARTER INTERIM RESULTS OF OPERATIONS (UNAUDITED)

            Revenues                                        $325,613
            Costs and expenses                               325,504
                                                            --------
            Income from operations                          $    109
                                                            ========

NOTE 11 SUBSEQUENT EVENT (UNAUDITED)

In January 2003, the Company entered into an agreement with 1st SB Partners Ltd.
to assist the Company with financial consulting and a private placement of the
Company's common stock. The Company is committed to issue 750,000 shares of its
common stock to 1st SB Partners Ltd. upon receipt of the first level of funding
attained (as defined). In addition, the Company is required to pay a fee of 10%
of the capital raised in the private placement. The Company is initially
planning to raise approximately $2.0 million.


                                      F-15
<PAGE>

                                   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.

                                        MONEYFLOW SYSTEMS INTERNATIONAL, INC.,
                                        a Nevada corporation


Date: July 14, 2003                     By: /s/ Harold F. Schultz
                                            ------------------------------------
                                            Harold F. Schultz
                                            Chairman of the Board, President,
                                            Chief Financial Officer and Chief
                                            Executive Officer

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

<TABLE>
<CAPTION>
         Signature                               Title                         Date
         ---------                               -----                         ----
<S>                                <C>                                     <C>

/s/ Harold F. Schultz              Chairman of the Board, President,       July 14, 2003
----------------------------       Chief Financial Officer and Chief
Harold F. Schultz                  Executive Officer


/s/ Dale Tingley                   Director                                July 14, 2003
----------------------------
Dale Tingley


/s/ Richard James Scott            Vice President - Corporate Sales       July 14, 2003
----------------------------       Development and Director
Richard James Scott
</TABLE>

<PAGE>

                                  CERTIFICATION

I, Harold F. Schultz , Chief Executive Officer and Chief Financial Officer,
certify that:

      1. I have reviewed this annual report on Form 10-KSB/A of Moneyflow
Systems International, 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 we 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 quarterly 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 function):

            (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;

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

Date: July 14, 2003


                                        By: /s/ Harold F. Schultz
                                            ------------------------------------
                                            Harold F. Schultz
                                            Chief Executive Officer and Chief
                                            Financial Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description

2.1(1)            Acquisition Agreement dated as of July 15, 2001 between
                  Moneyflow Systems International Inc. and Security Bancorp Inc.

3.1(1)            Articles of Incorporation

3.2(1)            Bylaws

4.2(1)            2001 Stock Option Plan dated November 1, 2001

10.1(3)           Connection Services Agreement dated December 20, 2001 with TCS
                  Canada, Ltd.

10.2(3)           Agreement for Credit Card Processing Services dated November
                  15, 2001 with TCS Canada, Ltd.

10.5(3)           Letter Agreement dated July 26, 2001 with Hypercom Canada,
                  Ltd., as amended and assumed by Letter Agreement dated
                  February 7, 2003 with Rycom, Inc.

10.8(2)           Lockup Agreement dated December 2001, between Moneyflow
                  Systems International Inc. and John F. Kearney

10.9(5)           Letter Agreement dated January 17, 2003 with 1st SB Partners
                  Ltd.

16.1(4)           Letter on Change in Certifying Accountant

21.1(5)           Subsidiaries of the Company.

24.1(5)           Power of Attorney (see signature page of the Annual Report on
                  Form 10-KSB).

99.1(6)           ss.906 Certification of CEO and CFO

----------

(1)   Incorporated by reference from the Company's Form SB-2, filed with the SEC
      on December 11, 2001.

(2)   Incorporated by reference from the Company's Form SB-2/A, filed with the
      SEC on May 7, 2002.

(3)   Incorporated by reference from the Company's Form SB-2/A, filed with the
      SEC on June 11, 2002.

(4)   Incorporated by reference from the Company's Form 8-K/A, filed with the
      SEC on January 27, 2003.

(5)   Incorporated by reference from the Company's Form 10-KSB, filed with the
      SEC on February 14, 2003.

(6)   Filed herewith.