SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20459

                                  FORM 10-KSB/A3

   (Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                  For the fiscal year ended September 30, 2002
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                         Commission File Number 0-17580

                SYNERGX SYSTEMS INC (Formerly, Firetector, Inc.)
              (Exact name of Small Business Issuer in its charter)

           Delaware                                    11-2941299
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification No.)

                  209 Lafayette Drive, Syosset, New York 11791
              (Address of principal executive offices) (zip code)

Issuer's telephone number, including area code:  (516) 433-4700

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

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

                     Common Stock, $.001 par value per share
                                (Title of Class)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. YES X     NO

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements by reference in Part III of this Form 10-KSB ( )

State issuer's revenues for its most recent fiscal year: $16,943,000

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant,  based upon the  average  bid and ask  prices  for the  Registrant's
Common Stock, $.001 par value per share, as of December 16, 2002 was $1,079,784.

     As of December 14, 2002,  the  Registrant  had  1,874,425  shares of Common
Stock outstanding.

Documents Incorporated by Reference: Definitive Proxy Statement to be filed.


<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

The Company

   Synergx Systems Inc. formerly known as Firetector inc. ("Synergx" or the
"Company") is a Delaware corporation organized in October 1988 to acquire
controlling interests in companies engaged in the design, manufacture, sale and
servicing of fire, life safety security, energy management, intercom,
audio-video communication and other systems. Reference to Synergx or the Company
include operations of each of its subsidiaries except where the context
otherwise requires. Synergx's business is conducted through subsidiaries in New
York City metropolitan area and Dallas, Texas.

   Synergx conducts its business in New York principally through Casey Systems
Inc., its wholly owned subsidiary located in Long Island, New York ("Casey") and
in Texas through General Sound (Texas) Company its wholly owned subsidiary in
Dallas, Texas ("General Sound").

Synergx  Products

   Synergx designs, manufactures, markets and sells its own proprietary life
safety and communication systems and also engineers, markets and sells systems
and products manufactured by other parties. Synergx's proprietary product line
features the COMTRAK 1720 and 2000 Life Safety Systems and the TELTRAK
Communications System.

    In 1973, New York City passed Local Law 5 requiring that all office
buildings of 100 feet or more be outfitted with smoke detectors, manual and
audio communicating systems for life safety and fire reporting purposes. In
anticipation of the demand that this legislation would create for equipment and
systems employing improved technology and design features, Synergx engaged in
extensive research and development which led to its proprietary COMTRAK 1720
Life Safety System which has been installed in scores of buildings since the
early 1980's.

     To meet the challenges of more stringent code  requirements  and a sluggish
market for new construction,  Synergx  developed its new generation  proprietary
COMTRAK 2000 Life Safety System which utilizes the latest technology to not only
meet the  current  code  requirements,  and  satisfy  the "wish list" of current
COMTRAK customers,  but many likely future code requirements as well. One of the
improvements  incorporated into the COMTRAK 2000 is a Fire Command Station which
offers a color CRT display  system along with three  sectional  displays.  These
features  provide the operator  with a wide  variety of  pertinent  information,
allowing for quicker response,  which is critical in an emergency.  In addition,
the expanded memory  capability of the new Fire Command Station enables a single
station to control multi-building projects and permits simplified operation.

    COMTRAK 1720 and 2000 Systems are operating in approximately 100 buildings
in New York City. Synergx has approvals from FM Approvals and various New York
City agencies for the COMTRAK 1720 and COMTRAK 2000 System.

   FM Approvals is an independent testing and certification laboratory similar
to Underwriters Laboratory. In order for Synergx to sell and maintain their
proprietary fire alarm systems, certification from an approved independent
testing agency is required. Without this certification, Synergx would not be
allowed to produce and maintain its fire systems for its existing customer base,
as well as new customers.

   Neither Synergx, nor its officers or directors has any affiliation with FM
Approvals.

    TELTRAK Communications Systems. In the early 1980s, Synergx began
investigating the intercom market and the possibilities of utilizing its
computerized multiplex technology for this market. Significant construction of
new high-rise housing occurred in the 1970s and 1980s and increased the
potential demand for technologically advanced intercom systems. To meet this
demand, Synergx developed a micro-processor-based combination intercom and
security system using Casey's multiplex technology. The TELTRAK I intercom and
security system is capable of a variety of accessory functions in addition to
its basic intercom and security function. Synergx added video capabilities to
its TELTRAK I technology and created the TELTRAK II, for installation in luxury
condominium, cooperative and apartment buildings. Over 16,000 TELTRAK I and II
units have been sold. In 1991, the redesigned TELTRAK III intercom/security
station was introduced, with enhanced features to expand its use and
competitiveness in the face of the reduced market for these products. New
features, such as public address, enable important messages to be given to
building occupants either locally or by groups in case of emergency.

Multiplex technology is a term that is used in the industry to define the
systems architecture of the Company's equipment. All multiplex technology has
basically the same concept with variation for specific equipment.

Other Products

    In the past six years Synergx has sought to diversify its product lines to
establish a greater base to absorb product support, R & D and other overhead and
to provide product and customer diversification. To that end, Synergx has
augmented its established position in marketing engineered life safety systems
(proprietary and third party) by developing a significant business in engineered
sound systems for application to a variety of users including hospitals,
educational facilities and transit facilities (e.g. subway stations). Synergx
has developed a focused unit with a high level of experience to penetrate this
niche market with significant success as a substantial portion of Synergx's
order position derives from this effect. In addition, Synergx organized new
marketing units to focus on marketing, engineering and servicing systems and
products manufactured by third parties, particularly national manufacturers.
These marketing units are service oriented organizations which focus on close
relationships with customers and key suppliers. During the last two years,
Synergx has added marketing personnel and new security products from other
manufacturers to accelerate its focus into the security market for the sale of
products and services in the New York Metropolitan area.

    In 1993, Synergx acquired assets of a company which manufactured and
marketed sophisticated products and on-board information and communication
systems with applications for municipal transit carriers, long-distance
passenger carriers and bus and train builders. Synergx has integrated this
operation into its New York division and has to date supplied products to
customers such as Bombardier, Nippon Sharyo, Sumitomo, Kawasaki, Motive Power,
Siemens, the New York City Transit Authority and AMTRAK. These customers have
supplied Synergx's equipment to the Baltimore MTA, the Bi-State Development
Agency (St Louis), the Boston MBTA, CONRAIL, the San Diego Trolley, the
Washington Metropolitan Transit Authority (Washington, D.C.), and METRA
(Chicago). Recently Synergx began to integrate its on board communication
products with products supplied by other manufacturers. These integrated
products include electronic signage and automatic announcement systems.

Service

    Synergx continues to put an increasing priority on the development of an
integrated and efficient service organization. Sales personnel have been
dedicated to securing service contracts and are intensifying efforts to market
service to COMTRAK and other Synergx projects coming out of warranty and the
renewal of such contracts. To improve efficiencies and productivity, Synergx
organized a division to perform cleaning on life safety systems, which was
previously subcontracted to an external entity. To improve customer service,
Synergx maintains an office in New York City which houses its New York service
management.

General Sound (Texas) Company

    Synergx conducts business in Texas through its subsidiary, General Sound
(Texas) Company, which distributes, services, installs and designs a variety of
sound, fire alarm, intercom and security systems in the Dallas/Ft. Worth, Texas
area. General Sound concentrates its sales effort on the commercial market and
schools. General Sound provides its customers, primarily electrical contractors,
with engineered systems, assistance in design, installation support and
post-installation service.

    General Sound has non-exclusive distribution agreements for the Dallas/Ft.
Worth area with Notifier, Dukane, and other manufacturers. The product mix and
dependence on individual suppliers varies from year to year depending on
customer requirements and market trends.

Research and Development

     During the fiscal years ended September 30, 2002 and 2002, Synergx spent
approximately $149,000 and $142,000, respectively, for research and development
of Synergx's life safety and communication systems.

Customers and Suppliers

     For the fiscal years ended September 30, 2002 and 2001, no customer
accounted for more than 10% of Synergx's revenues.

Regulations

    Synergx believes that it is in compliance with applicable building codes,
zoning ordinances, occupational, safety and hazard standards and other Federal,
state and local ordinances and regulations governing its business activities.

Competition

    Synergx business is competitive; some of Synergx's competitors may have
greater financial resources and may offer a broader line of fire and life safety
products. Synergx also faces competition in the servicing of systems which it
sells. Accordingly, even though Synergx may sell and install a fire and life
safety control and communications system, it may not receive the contract to
service that system. Synergx, however, believes that it can effectively compete
with any entity which conforms with applicable rules and regulations.

Employees

    Synergx and its subsidiaries have 116 full time employees, including 37 New
York hourly employees that are covered by a Collective Bargaining Agreement
expiring July 2005.

Business Conditions

    Synergx believes that its labor and material sources are sufficient and that
other than normal competitive factors, and what is discussed above or under
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION", Synergx's operations and industry do not have any special
characteristics which may have a material impact upon its future financial
performance.






Patents and Trademarks

    The Company does not have any patents on its systems, but, it uses
proprietary technology which it seeks to protect as trade secrets. The
"Firetector", "Casey Systems" and "COMTRAK" trademarks are registered with the
United States Patent and Trademark Office.


ITEM 2. DESCRIPTION OF PROPERTY

    The Company leases approximately 15,700 square feet of office, manufacturing
and warehouse space in Syosset, New York under a seven year lease expiring June
2007. The rental schedule provides for monthly rent of $13,966 during the first
and second years of the initial term and with 3.3% yearly increases for the
third thru seventh years.

    The Company had a lease for approximately 4,000 square feet of office and
warehouse space in New York City. The lease agreement provided for annual rental
fees of $115,000, which included the cost of certain services including
electricity. The lease was to expire October 1, 2003 and can be terminated by
either party giving 180 days notice. The Company terminated its present lease
for office and warehouse space in New York City by giving six months notice,
which became effective December 5, 2002. The Company entered into a new lease
for 4,800 square feet of office and warehouse space in New York City. The new
lease became effective August 2002 and runs thru December 31, 2009. The new
lease provides for yearly rental of $84,000 during the first year plus expenses
with yearly escalation of 2% each year thereafter. Total cost of space over the
life of the lease will approximate $631,000.

    The Company leases a 7,700 square foot office and warehouse facility in
Richardson, Texas, a suburb of Dallas, pursuant to a lease that was extended in
October, 1997 and extended again in August, 2002 to expire on June 30, 2010
providing for annual rent on a net basis of $50,152 escalating annually to
$64,016 in the final year of the lease.

     Management believes there is sufficient space at these facilities for its
current and intended business.

ITEM 3. LEGAL PROCEEDINGS

    In the normal course of its operations, the Company has been or, from time
to time, may be named in legal actions seeking monetary damages. While the
outcome of these matters cannot be estimated with certainty, Management does not
expect, based upon consultation with legal counsel, that they will have a
material effect on the Company's business or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
    None
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Synergx's Common Stock has been traded on the National Association of
Securities Dealer's Inc. Automated Quotation System ("NASDAQ") since April 11,
1989 under the "FTEC" symbol and since May 2002 under the "SYNX" symbol. The
following table shows the high and low bid and ask quotations for each fiscal
quarter from December 31, 2000 through September 30, 2002 which quotations were
obtained from the National Association of Securities Dealers Inc.
<TABLE>
<CAPTION>

  Common Stock                            Bid                   Ask
  Quarter Ended             High          Low           High           Low
------------------------------------------------------------------------------
<S>                        <C>           <C>           <C>             <C>
December 31, 2000          1.438         0.844         4.750           0.938
March 31, 2001             1.719         1.000         1.750           1.094
June 30, 2001              1.469         1.170         1.500           1.250
September 30, 2001         1.780         1.180         1.870           1.250
December 31, 2001          2.000         1.200         2.090           1.260
March 31, 2002             2.950         1.470         2.550           1.500
June 30, 2002              1.850         1.250         1.900           1.300
September 30, 2002         1.550         1.160         1.550           1.200
-------------------------------------------------------------------------------
</TABLE>

     The above quotations represent prices between dealers, do not include
retail markups, markdowns or commissions and may not represent actual
transactions. As of December 14, 2002, there were 463 record holders of
Synergx's Common Stock.

     On December 16, 2002 the closing bid and ask prices for the Common Stock
were $1.160 and $1.350, respectively.

     The Company has not paid any cash dividends on its Common Stock. Payment of
cash dividends in the foreseeable future is not contemplated by the Company.
Whether dividends are paid in the future will depend on the Company's earnings,
capital requirements, financial condition along with economic and market
conditions, industry standard and other factors considered relevant to the
Company's Board of Directors. Payment of dividends is restricted in certain
cases by the Company's credit facilities. Accordingly, no assurance can be given
as to the amount or timing of future dividend payments, if any.

    On September 30, 2002, the Company sold 170,000 units ("Units") in a private
placement to an unaffiliated investor for $1.40 per Unit. Each Unit consists of
one share of Common Stock and one warrant (the "Warrant") to purchase an
additional share of Common Stock at $1.40 for a period of 24 months from
September 30, 2002.

     The Units, Common Stock, Warrants and Common Stock issue able upon exercise
of the warrants will be restricted  and may not be sold or  transferred  without
registration  under or exemption from applicable  securities laws. The purchaser
will be granted one-time piggyback registration rights.

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

LIQUIDITY AND CAPITAL RESOURCES

     The Company has a $3 million credit facility with Citizens Business Credit
of Boston (the "Credit Facility") that expires in December, 2004. The Credit
Facility has an interest rate of prime plus 1/4% on outstanding balances.
Advances under the Credit Facility are measured against a borrowing base
calculated on eligible receivables and inventory. The Credit Facility is secured
by all assets of the Company and all of its operating subsidiaries.

     The Credit Facility includes various covenants, which among other things,
impose limitations on declaring or paying dividends, acquisitions and capital
expenditures. The Company is also required to maintain certain financial ratios.
Citizens Business Credit of Boston has modified the requirements for one of
these ratios for the fiscal year 2002. At September 30, 2002, the Company was
not in default with any of its financial covenants as a result of this
modification and at such time owed $848,000 under the Credit Facility.

     Net cash provided by operations for the twelve months ended September 30,
2002 amounted to $312,000 as compared to $630,000 for the comparable prior
period. The primary reason for the lower amount of cash being provided by
operations was due to a decrease of $1,226,000 in profit before taxes (a
$493,000 loss in 2002 versus a $733,000 profit in 2001). Offsetting this outflow
from the loss was $1.3 million reduction of accounts receivable, which was used
to increase inventory and reduce accounts payable and accrued expenses. In 2002,
the $312,000 cash from operations along with $238,000 of proceeds from the sale
of 170,000 units (comprising one share of common stock and a warrant for one
additional share of common stock) was primarily used to reduce borrowings under
the Company's Credit Facility to the $848,000 level. In 2001, the $630,000 cash
from operations was primarily used to pay off borrowing under a Note Payable to
Mirtronics by $243,000 and reduce borrowings under the Company's Credit Facility
to a level of $1,310,000. The Company anticipates continuation of the
negotiation of certain terms with its customers prior to the beginning of a
project, the monitoring of its terms during a project and completing projects in
timely fashion, resulting in faster final payments. It is the intention of the
Company to closely monitor this program throughout fiscal 2002.

     The ratio of the Company's current assets to current liabilities improved
to approximately 2.60 to 1 at September 30, 2002 compared to 2.45 at September
30, 2001.

     Synergx's terms of sale are net 30 days. However, the normal receivable
collection period is 60-120 days, exclusive of retainage, because certain
governmental regulations and the Company's frequent status as a subcontractor
(entitled to pro rata payments as the general project is completed) extends the
normal collection period. Synergx believes this is a standard industry practice.
Synergx's receivable experience is consistent with the industry as a whole and
will likely continue. This could be considered an area of risk and concern.
However, due to the proprietary nature of Synergx's systems, many projects
require Synergx's cooperation to secure a certificate of occupancy and/or to
activate/operate a life safety system, thus assisting Synergx's collection of a
significant portion or even total payment, even when Synergx's immediate account
debtor's (contractor) creditors have seized a project.

RESULTS OF OPERATIONS
Revenues and Gross Profit
                                               For the years ended September 30,
                                                 2002                  2001
                                                      (In thousands)
Product Sales                                  $10,672               $14,073
Subcontract Sales                               1,763                 1,505
Service Revenue                                 4,508                 4,349
                                              -------               --------
       Total Revenue                          $16,943               $19,927

Product Gross Margin                         $  3,484              $  4,782
Subcontract Gross Margin                          307                   286
Service Gross Margin                            1,328                 1,213
                                              -------               --------
        Total Gross Margin                   $  5,119              $  6,281

Gross Profit Product %                             33%                   34%
Gross Profit Subcontractor %                       17%                   19%
Gross Profit Service %                             29%                   28%
         Total Gross Profit %                      30%                   32%

Revenues

      The 24% decrease in product revenue was caused by a general slowdown in
economic activity in the Company's principal markets, New York City and Dallas.
In addition, the events of September 11th delayed work on several projects
involving New York City Transit Authority and caused indefinite postponement of
projects at existing customer facilities.

     Subcontract revenue increased in 2002 as the Company, acting as prime
contractor, was responsible for electrical installation on several large fire
alarm projects in 2002.

      Service revenues increased 4% in 2001 to $4,508,000. This increase in
service revenues resulted from higher call-in maintenance service on fire
systems (replacement parts and service required by buildings affected by
contamination from the events of September 11th) and from increased revenues
related to security systems.


Gross Profit

     Gross profit from product revenues decreased 27% to $3,484,000 as a result
of the 24% decline in product sales. Gross profit margin as a percentage of
product revenues was only 33% in 2002 compared to 34% in 2001. This decrease in
gross profit percentage was due to the relative fixed nature of certain overhead
costs which could not be reduced in line with the decline in sales.

       Gross profit from subcontract revenues increased in absolute terms as the
Company was responsible for performance of electrical installation
(subcontracted to outside electrical contractors) on two large fire alarm
projects in 2002. However, the gross profit margin was lower during 2002 as one
project was contracted for sale at a lower than normal mark up.

      Gross profit and gross profit margin (percentage) on service revenues
increased due to higher call-in maintenance service which resulted in better
utilization of labor costs.

Selling, General and Administrative Expenses

     Selling, General and Administrative Expenses ("S G &A") increased by 2% in
2002 over 2001 primarily as a result of the Company's continued expansion of its
marketing programs for new products. During 2002 additional staffing was made to
address the markets for audio/visual and security products. During 2001 the
Company increased staffing in the railcar transit communication group as it
addressed a marketing opportunity for future business over the next 2 to 5
years. However, S G & A expenses as a percentage of sales increased 6% to 32% in
2002 due to the relative fixed nature of these costs, given the Company's
decision to staff for sales of new products in future years.

Income Before Tax

       During 2002 the Company's operations resulted in a loss before income tax
of $493,000 compared to income before income taxes of $733,000 in 2001. This
decline in income was primarily due to the loss of gross margin due to the $3.4
million or 24% decline in product revenues caused by the general slowdown in
economic activity and delays and postponements in certain projects caused by the
events of September 11th. Also contributing to the decline in operating income
was the 2% increase in selling, general and administrative expenses to support
higher product sales and expand product territory. Partially offsetting the
increase in SG&A was a $57,000 reduction in interest costs primarily due to
lower interest rates in 2002.


Tax Provisions

     The Company's current income tax provision represents Federal, state and
local income taxes. The Company intends to file for a net operating loss
carryback credit for the loss generate during the year ended September 30, 2002.
Deferred taxes represent the net change in deferred tax assets and non current
deferred tax liability as it related to certain timing differences of book and
tax deductions.

Order Position

     Synergx's order position, excluding service, increased to $12.1 million at
September 30, 2002 compared to the $7.8 million level at September 30, 2001. The
Company expects to fulfill a significant portion of its backlog over the next
twelve months. This high level of backlog reflects recent large new orders for
several subway complexes which will be deliverable over several years as the
projects are released. In addition, the backlog includes $2.2 million of recent
orders for communication and announcement systems from several transit car
manufacturers, that will be shippable over the next 24 month period. While
quotation activity is brisk, there is no assurance when orders will be received
and whether the order position will increase. Due to the fact that some of the
Company's products are sold and installed as part of larger construction or mass
transit projects, there is typically a delay between the booking of the contract
and its revenue realization. The order position includes, and the Company
continues to bid on, projects that include significant subcontractor labor,
(electrical installation performed by others). The Company expects to be active
in seeking orders where the Company would act as a prime contractor and
responsible for management of the project as well as electrical installation.

Plan of Operations

     During fiscal 2003, management intends to continue to focus on its
intensified marketing programs that were begun in 1998 and to continue to
contain or monitor fixed overhead as well as to reduce variable costs through
improved efficiency and productivity. Management anticipates improved demand for
products in 2003 and some improved performance. However, competition remains
severe in many of the Company's product categories and demand remains quite low
in the Dallas market area due to contraction of computer communication and
internet related companies. Longer term, management expects increased demand for
the Company's audio-visual, public address, security and other communication
products. Enhancements in recent years to Synergx's management information
systems and methods of approving and monitoring project costs have improved
management's ability to pinpoint waste and/or third party (supplier or customer)
cost responsibility.

 Inflation

     The impact of inflation on the Company's business operations has not been
material in the past. Casey's labor costs are normally controlled by union
contracts covering a period of three years and its material costs have remained
relatively stable. However in July of 2002, the Company and its union agreed to
a new three year contract that provides for wage/benefits increases of
approximately 5% in each year. During 2001, under terms of the previous union
contract, certain union members, upon passing certain test requirements, began
moving up to higher paying categories that have multiple salary steps per year
in excess of the 5% contractual level. In addition, the demand for highly
skilled professionals has resulted in the need to assess salary levels in order
to remain competitive. It is expected that required salary adjustments will
exceed normal increases given in the past. The Company will try to mitigate the
effect of these increases in labor costs by price increases, if possible, and
expense reductions.


ITEM 7.  FINANCIAL STATEMENTS

     The consolidated financial statements required to be filed hereunder are
indexed at Page 11 and are incorporated herein by reference.

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

None

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The Directors and Executive Officers of the Company are as follows:

                                                           DATE SERVICE
    NAME            AGE             OFFICE                 COMMENCED

Daniel S. Tamkin     43             Chairman, Chief         October 1990
                                    Executive Officer,
                                    General Counsel,
                                    Director, and
                                    Audit Committee

Joseph Vitale        56             President, Chief        May 1994
                                    Operating Officer
                                    and Director

John A. Poserina     62             Treasurer, Vice         January 1997
                                    President, Chief
                                    Financial Officer,
                                    Secretary and
                                    Director

Dennis P. McConnell  49             Director and            January 1997
                                    Audit Committee

Henry Schnurbach     51             Director and            October 1988
                                    Audit Committee


J. Ian Dalrymple     51             Director                May 2002

Mark I. Litwin       40             Director                May 2002


     Mr. Tamkin has a J.D. degree from New York University  School of Law and an
A.B.  degree  from  Columbia  University.  Mr.  Tamkin has been Chief  Executive
Officer since March 15, 1996,  prior to which Mr. Tamkin was Vice  President and
General  Counsel of the Company from October 1990.  Also since October 1990, Mr.
Tamkin has been a Vice  President of Mirtronics  and Executive Vice President of
Forum  Financial  Corporation,  a Toronto based  merchant  banking  organization
controlled by a Director of Mirtronics. Since November 1992, Mr. Tamkin has been
a director of Unicap  Commercial  Corporation,  an Ontario  corporation which is
registered under the Securities Exchange Act of 1934 (the "Exchange Act"). Since
November  1998,  Mr. Tamkin has been a Director and Chief  Operating  Officer of
Ntex Incorporated,  a manufacturer of textile products.  Mr. Tamkin is presently
Counsel to Dolgenos Newman & Cronin LLP, counsel to the Company.

     Mr.  Vitale has been  President of the Company  since March 15,  1996.  Mr.
Vitale has been active in the  fire/communications  industry  with Casey Systems
Inc.  since 1982. Mr. Vitale has been President of Casey since 1993 and has held
the  positions of Director of  Engineering,  Vice  President -  Engineering  and
Executive  Vice  President.  Mr.  Vitale  holds a Bachelor of Science  degree in
Engineering  from C.W. Post College and a Master of Science degree in Electrical
Engineering from New York University.

     Mr.  Poserina  joined  the  Company as  Treasurer,  Vice  President,  Chief
Financial  Officer and Director as of January 1, 1997.  From December 1995 until
he joined the Company,  Mr.  Poserina was an independent  financial  consultant.
Also, from July 1996 to September 1996, Mr. Poserina was Chief Financial Officer
of Happiness  Express Inc. Mr. Poserina was Chief Financial Officer of Dorne and
Margolin Inc. from November 1994 to December 1995.  Prior to that, Mr.  Poserina
spent 15 years as Vice  President,  Treasurer  and Chief  Financial  Officer  of
Chryon Corporation, a NYSE listed company registered under the Exchange Act. Mr.


<PAGE>



Poserina holds a Bachelor of Science degree in accounting from the University of
Rhode Island and is a Certified Public Accountant.

     Mr.  McConnell  is a partner in the firm of  Dolgenos  Newman & Cronin LLP,
counsel to the Company.  Prior to being associated with Dolgenos Newman & Cronin
LLP,  he was  associated  with Varet & Fink P.C.  from 1989 to March  1993.  Mr.
McConnell holds a J.D. degree from New York Law School.

     Mr.  Schnurbach has a Bachelor of Commerce  degree from Sir George Williams
University and is a Certified  Management  Accountant in Ontario.  Since October
1991,  Mr.  Schnurbach  has  been  Chief  Executive  Officer  of  Cantar/Polyair
Corporation  ("CPC").  Since February  1996,  Mr.  Schnurbach has also served as
President  of  Polyair  Inter Pack Inc.,  an Ontario  corporation  traded on the
Toronto Stock Exchange, and the holding company of CPC.

     Mr.  Dalrymple  has a Bachelor of Commerce  degree and a Masters of Arts in
Economics from the University of Toronto.  Since 1990, Mr.  Dalrymple has been a
director of Nigel Stephens Counsel Inc., an Ontario corporation,  which provides
investment  and portfolio  management  services;  NSC Holdings  Inc., an Ontario
corporation  which  provides  investment  research  and  client   administrative
services;  and Fordal  Holdings  Inc.,  an Ontario  corporation  which  provides
trading,  settlement and related  services to portfolio  management  firms.  Mr.
Dalrymple  is  also a  director  of  Cornerstone  52  Foundation,  a  charitable
foundation with focus on children's  charities.  In addition,  Mr. Dalrymple has
been, since 1993, a director of Nafund Inc., an Ontario  investment  corporation
and,  since  1996,  a  director  of  Nafund   Administrators  Inc.,  an  Ontario
corporation originating merchant banking investments and advisory services.

     Mr.  Litwin  has a B.A.  and an M.B.A.  from York  University  in  Toronto,
Canada.  Since 1990, Mr. Litwin has been the President,  Chief Executive Officer
and a director of  Mirtronics  Inc. an Ontario  corporation  which is registered
under the Exchange Act. Mirtronics is the largest stockholder of Synergx.


     There are no family relationships between any Director or Executive Officer
of Synergx and any other Director or Executive Officer of Synergx.

     Directors  hold office for a period of one year from the Annual  Meeting of
Stockholders  at which  they are  elected  or until  their  successors  are duly
elected and qualified. Officers are appointed by the Board of Directors and hold
office  at the  will of the  Board.  There  is no  nominating,  or  compensation
committee  of the  Board of  Directors  nor is there  any  committee  performing
similar functions.

     The  Registrant  is not aware of any Section 16(a) filing  deficiences.  In
making these statements,  the Company has relied on the written  representations
of its  directors  and  officers  and  copies of the  reports  that they and 10%
holders have filed with the Commission.

ITEM 10. EXECUTIVE COMPENSATION

     The  following  table  sets  forth  certain  information  with  respect  to
compensation paid or accrued by the Company for services rendered to it for each
of the three fiscal years ended September 30, 2002, as to Daniel S. Tamkin,  the
Company's  present  Chief  Executive  Officer,   Joseph  Vitale,  the  Company's
President and Chief Operating Officer, and John A. Poserina, the Company's Chief
Financial Officer and Secretary;  none of the Company's other Executive Officers
had aggregate remuneration in excess of $100,000.


                       SUMMARY COMPENSATION TABLE


                                                               LONG
                    ANNUAL COMPENSATION                 TERM COMPENSATION
                                                                   All Other
Year      Salary ($)       Bonus($)     Other($)      Option/SAR Compensation
 - -----------------------------------------------------------------------------
Daniel S. Tamkin
2002      $97,000                       $5,600                        --
2001       87,000         $20,000        5,600           (1)          --
2000       74,000          20,000        5,600                        --

Joseph Vitale
2002     $140,000                       $6,000                        --
2001      130,000         $30,000        6,000           (2)          --
2000      113,000          30,000        6,000                        --

John A. Poserina
2002     $151,000                       $5,600                        --
2001      141,000         $30,000        5,600                        --
2000      124,000          30,000        5,600                        --
- ------
(1) Options to purchase 4,167 shares of Common Stock, at a price of $1.03 per
share were issued to Mr. Tamkin in December, 2000.

(2)  Options to purchase 7,959 shares of Common Stock, at a price of $1.03 per
share were issued to Mr. Vitale in December, 2000.

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

     The  following  table  details,  as of  September  30,  2002,  the value of
unexercised  in-the-money  options held by Daniel S. Tamkin,  Joseph  Vitale and
John A. Poserina:
<TABLE>
<CAPTION>

                        Number of Securities           Value of Unexercised
                     Underlying Unexercised Options      In-The-Money Options (1)
                     Exercisable  Unexercisable       Exercisable   Unexercisable
                     ----------   ------------        -----------   -------------
<S>                    <C>           <C>               <C>            <C>
Daniels S. Tamkin      8,833         2,000             $  792         $  250
Joseph Vitale         14,367         2,758              3,001            417
John A. Poserina       7,667         2,000              1,542            250
</TABLE>

- - - ------
(1) Net value, calculated as the difference between the exercise price and the
market price reported for September 30, 2002.

     In December 1995,  the Board of Directors  voted to institute a 401(k) plan
for  nonunion  employees to be effective  January 1, 1996.  The plan  includes a
profit sharing provision at the discretion of the Board of Directors.  No profit
sharing  contributions  were  authorized in 2002. In 2001 the Board of Directors
approved a payment  totaling $44,000 for participants of the non-union and union
401(k) plans.

     Directors do not receive any compensation for their service.  Out-of-pocket
expenses for travel, meals and miscellaneous  expenses incurred in the course of
the Director's activities on behalf of the Company are reimbursed at cost.

     On April 30, 1997, the Company and its shareholders  adopted a nonqualified
stock option plan ("1997 Plan"),  which expires September 30, 2002, except as to
options then outstanding  under the 1997 Plan. Under the 1997 Plan, the Board of
Directors  may grant options to eligible  employees at exercise  prices not less
than 100% of the fair market  value of the common  shares at the time the option
is granted.  The number of shares of Common  Stock that may be issued  shall not
exceed an aggregate of up to 10% of its issued and outstanding  shares from time
to time.  Options vest at a rate of 20% per year  commencing one year after date
of grant. Issuances under the 1997 Plan are to be reduced by options outstanding
under a 1990  nonqualified  stock  option  plan  (replaced  by the  1997  Plan).
Effective September 30, 1998, all outstanding  employee stock options were reset
to an exercise price of $1.00 per share.

     On September  30, 2002,  options on 24,083 of Common Stock were extended to
December 31, 2005 and the option exercise price remained $1.00 per share.

     On  December  29,  2000,  options  on 43,375  shares of Common  Stock  were
extended  for five more years and the option price was reset from $1.00 to $1.03
per share.

     The  Company  currently  has issued  and  outstanding  options to  purchase
101,791 shares of its Common Stock,  at various  exercise prices ranging between
$1.00 and $1.125 per share, to certain of its officers, Directors and employees.
See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth certain  information  known to the Company
regarding  beneficial  ownership of the  Company's  outstanding  Common Stock at
December 10, 2002 of (i) each beneficial  owner of more than five percent of the
Common Stock, (ii) each of the Company's  Directors,  and (iii) all Officers and
Directors of the Company as a group.

         Common Stock Beneficially Owned At January 7, 2002

                                     Number of Shares     Percent of Shares
                                     --------------------------------------
Mirtronics Inc.(1)                          896,311              41.0%
Investors Money Management (10)             340,000              16.6%
Genterra Capital Corporation                152,167               6.8%
Daniel S. Tamkin (2)                        127,733               6.0%
Joseph Vitale (3, 4)                         17,125                nil
Henry Schnurbach (4)                          5,167                nil
John A. Poserina (3, 5)                      17,167                nil
Dennis P. McConnell (4, 6)                    4,167                nil
Mark Litwin (8)                           1,048,478              48.0%
J. Ian Dalrymple (9)                              0                nil
All Executive Officers and
Directors as a Group (5 Persons)          1,219,837              54.7%
- ----------

     (1) Includes  310,000  shares of Common Stock  issuable upon  conversion of
debt owed to  Mirtronics  and  convertible  into  shares of  Common  Stock.  See
"CERTAIN  RELATIONSHIPS AND RELATED  TRANSACTIONS".  Address is 106 Avenue Road,
Toronto, Ontario.

     (2)  Includes  10,833  shares of Common  Stock  issuable  upon  exercise of
options granted by the Company. Address is 96 Spring Street, New York, NY.

     (3) Address is 209 Lafayette Drive, Syosset, NY 11791.

     (4) Issuable upon exercise of options granted by the Company.

     (5)  Includes   9,667  shares of Common  Stock  issuable  upon  exercise of
options granted by the Company.

     (6) Address is 96 Spring Street, New York, NY.

     (7)  Address is 106 Avenue Road, Toronto, Ontario.

     (8) By  virtue  of his  position  as an  officer  and/or  director  of such
entities,  Mr. Litwin may be considered the beneficial  owner of shares owned by
Mirtronics Inc. and Genterra Capital Corporation. Mr. Litwin expressly disclaims
such beneficial ownership. Address is 106 Avenue Road, Toronto, Ontario.

     (9)  Address is 1200 Sheppard Avenue East, Willowdale, Ontario.

     (10)  Includes  170,000  shares of Common Stock  issuable  upon exercise of
warrants.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In 1985, Casey entered into a royalty  agreement with Joseph Vitale,  prior
to his becoming the President and Chief  Operating  Officer of the Company.  The
agreement pays Mr. Vitale a royalty on certain systems  marketed and serviced by
Casey. In fiscal year ended September 30, 2002,  Casey paid $75,852  pursuant to
the terms of the agreement.


     Management believes each of the foregoing  transactions was entered into on
terms  at least  as  favorable  as could  be  obtained  from  unrelated  parties
negotiating at arms-length.

     Daniel S. Tamkin,  Chairman, Chief Executive Officer and General Counsel of
Synergx,  is also  an  officer  of a  company  controlled  by a  Director  of
Mirtronics,  Synergx's largest stockholder. Mr. Schnurbach, a Director of the
Company, is a Director of Mirtronics.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

Exhibit No.            Description of Exhibit                 Page No.

3.1  Certificate of Incorporation of the Company, as amended *

3.2  By-Laws of the Company (2)

4.1  Specimen Common Stock Certificate (2)

10.1 Credit  Agreement  dated June 23, 1998 between  Firetector Inc. as Borrower
     and Citizens Business Credit Company as Lender (3)

10.2 Form of First  amendment to Credit  Agreement  dated October,  2000 between
     Firetector  Inc.  as  borrower  and  Citizens  Business  Credit  Company as
     Lender(4)

10.3 Form of Second  amendment to Credit Agreement dated October 1, 2001 between
     Firetector Inc. as borrower and Citizens Business Credit Company as Lender*

10.4 Form of Third  amendment  to Credit  Agreement  dated May 14, 2002  between
     Firetector Inc. as borrower and Citizens  Business Credit Company as Lender
     (5)

10.5 Form of Fourth  amendment to Credit  Agreement  dated June 24, 2002 between
     Synergx  Systems Inc. as borrower and Citizens  Business  Credit Company as
     Lender (6)

10.6 Form of Fifth amendment to Credit Agreement dated November 26, 2002 between
     Synergx  Sysstems Inc. as borrower and Citizens  Business Credit Company as
     Lender.*

10.7 Form of Lease dated  February,  2000  between  Casey  Systems as Tenant and
     First Industrial L.P. as Landlord (7)

10.8 Form of Lease dated July 23rd, 2002 between Systems Service Technology Corp
     as Tenant and Balbo Realty LLC as Landlord*

10.9 Form of  Subscription  Agreement and Investment  Letter dated September 30,
     2002 between Synergx Systems and Investors Money Management*

22.1 Subsidiaries of the Registrant (Exhibit 22.1)(1)

99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

- --------
         * filed herewtih

     (1) Reference is made to the correspondingly numbered Exhibit to Amendment
No. 1 to the Company's Registration Statement on Form S-2, Registration No.
33-51472, filed with the Commission on December 23, 1992, which is incorporated
herein by reference.

     (2) Reference is made to the correspondingly numbered Exhibit to Amendment
No. 1 to the Company's Registration Statement on Form S-1, Registration No.
22-26050, filed with the Commission on January 23, 1989, which is incorporated
herein by reference.

     (3) Reference is made to the correspondingly numbered Exhibit to the
Company's Annual Report on Form 10-KSB for the Fiscal Year Ended September 30,
1998, which Exhibit is incorporated herein by reference.

     (4)  Reference  is  made to the  correspondingly  numbered  Exhibit  to the
Company's  Report on Form 10-KSB for the Fiscal Year Ended  September  30, 2001,
which Exhibit is incorporated herein by reference.

     (5)  Reference  is  made to the  Exhibit  numbered  10.1  to the  Company's
Quarterly  Report on Form 10-QSB for the Quarter  Ended  March 31,  2002,  which
Exhibit is incorporated herein by reference.

     (6)  Reference  is  made to the  correspondingly  numbered  Exhibit  to the
Company's  Quarterly  Report on Form 10-QSB for the Quarter Ended June 30, 2002,
which Exhibit is incorporated herein by reference.

     (7) Reference is made to the Exhibit  numbered 10.6 to the Company's Report
on Form 10-KSB for the Fiscal Year Ended  September  30, 2001,  which Exhibit is
incorporated herein by reference.



     (b) Reports on Form 8-K

     Form 8-K dated August 14, 2002 regarding Certification requirements of
Chief Executive Officer and Chief Financial Officer under Sarbanes-Oxley Act of
2002 covering quarterly period ending June 30, 2002.






ITEM 14.  CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and procedures

Based on their evaluation of our disclosure controls and procedures conducted
within 90 days of the date of filing this report on Form 10-KSB, our Chief
Executive Officer and the Chief Financial Officer has concluded that our
disclosure controls and procedures (as defined in Rules 13a - 14(c) and 15(d)
promulgated under the Securities Exchange Act of 1934 are effective.

     (b) Changes in Internal Controls

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.

<PAGE>

                                   SIGNATURES

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

                              SYNERGX SYSTEMS INC.
                              (Registrant)

                              By: /s/ JOHN A. POSERINA
                                  -----------------------
                                  John A. Poserina,
                                  Chief Financial Officer, Secretary
                                  And Director(Principal Accounting and
                                  Financial Officer)


Dated: June 25, 2003


<PAGE>
                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Daniel S. Tamkin,  Chief  Executive  Officer,  of Synergx Systems Inc. hereby
certify that:

1. I have reviewed this annual report on Form 10-KSB/A of Synergx Systems 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
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  Designated  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 registrants  disclosure  controls and
     procedures  as of a dated  within 90 days prior to  December  20, 2002 (the
     Evaluation Date); and

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

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

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

     b) Any fraud,  whether or not  material,  the involves  management or other
     employees who have a significant role in the registrants internal controls;
     and

6. The  registrant's  other  certifying  officer  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: June 25, 2003

          /s/ Daniel S. Tamkin
          --------------------
          Daniel S. Tamkin
          Chief Executive Officer




<PAGE>
                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, John A. Poserina,  Chief Financial  Officer of Synergx  Systems Inc.,  hereby
certify that:

1. I have reviewed this annual report on Form 10-KSB/A of Synergx Systems 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
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  Designated  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 registrants  disclosure  controls and
     procedures  as of a dated  within 90 days prior to  December  20, 2002 (the
     Evaluation Date); and

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

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

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

     b) Any fraud,  whether or not  material,  the involves  management or other
     employees who have a significant role in the registrants internal controls;
     and

6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent  evaluation,  including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: June 25, 2003

                                /s/ John A. Poserina
                                 ---------------------
                                 John A. Poserina
                                Chief Financial Officer
                                (Principal Financial and Accounting
                                 Officer), Secretary and Director


<PAGE>

                   Index to Consolidated Financial Statements

                      Synergx Systems Inc. and Subsidiaries

                                     Item 7

Independent Auditors' Report ....................................      1

Audited Consolidated Financial Statements

Consolidated Balance Sheet-September 30, 2002 .......                  2 - 3

Consolidated Statements of Operations
 Years Ended September 30, 2002 and 2001 ......................        4

Consolidated Statements of Stockholders' Equity
 Years Ended September 30, 2002 and 2001 ......................        5

Consolidated Statements of Cash Flows
 Years Ended September 30, 2002 and 2001 .....................         6

Notes to Consolidated Financial Statements ...................         7 - 21


<PAGE>


                                          Independent Auditors' Report

To the Stockholders and Board of Directors of
Synergx Systems Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Synergx Systems
Inc. and its subsidiaries as of September 30, 2002 and the related consolidated
statements of operations, stockholders' equity, and cash flows for years ended
September 30, 2002 and 2001. These 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 audits.

We conducted our audits 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 consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated statements referred to above present fairly, in
all material respects, the consolidated financial position of Synergx Systems
Inc. and its subsidiaries as of September 30, 2002 and the consolidated results
of their operations and their cash flows for the years ended September 30, 2002
and 2001, in conformity with accounting principles generally accepted in the
United States of America.


December 6, 2002                      /s/ MARCUM & KLIEGMAN LLP
New York, NY



<PAGE>

                         Part I - FINANCIAL INFORMATION

                      SYNERGX SYSTEMS INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                               SEPTEMBER 30, 2002





ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                             200,000
  Accounts receivable, principally trade, less allowance
     for doubtful accounts of $429,000                                5,030,000
  Inventories                                                         2,437,000
  Deferred taxes                                                        339,000
  Prepaid expenses and other current assets                             394,000
                                                                     -----------
      TOTAL CURRENT ASSETS                                            8,400,000
                                                                     -----------


PROPERTY AND EQUIPMENT -at cost, less
   accumulated depreciation and amortization of $1,241,000              372,000

OTHER ASSETS                                                            154,000

                                                                     -----------
TOTAL ASSETS                                                         8,926,000
                                                                     ===========

See accompanying Notes to the Consolidated Financial Statements
<PAGE>



                      SYNERGX SYSTEMS INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                               SEPTEMBER 30, 2002





LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Notes payable - principally to related party                         109,000
   Accounts payable and accrued expenses                              2,658,000
   Deferred revenue                                                     446,000
   Current portion of capital lease obligations                          24,000
                                                                     -----------
         TOTAL CURRENT LIABILITIES                                    3,237,000



   Note payable to bank                                                 848,000
   Notes payable - principally to related party,
    less current portion                                                 52,000
   Capital lease obligations, less current portion                       43,000
   Deferred taxes                                                        11,000
                                                                     -----------
         TOTAL LIABILITIES                                            4,191,000
COMMITMENTS AND CONTINGENCIES                                        -----------

STOCKHOLDERS' EQUITY

  Preferred stock, 2,000,000 shares authorized-
     none issued and outstanding
  Common stock, 10,000,000 shares authorized, $.001
     par value; issued and outstanding 1,874,430 shares                   2,000
  Capital in excess of par                                            5,524,000
  Accumulated Deficit                                                  (791,000)
                                                                     -----------
TOTAL STOCKHOLDERS' EQUITY                                            4,735,000
                                                                     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            8,926,000
                                                                     ===========

See accompanying Notes to the  Consolidated Financial Statements

<PAGE>


                      SYNERGX SYSTEMS INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                   For the Year Ended September 30,
                                                                       2002               2001
                                                                    ----------         ----------
<S>                                                                 <C>                <C>
Product sales                                                       10,672,000         14,073,000
Subcontract sales                                                    1,763,000          1,505,000
Service revenue                                                      4,508,000          4,349,000
                                                                    ----------         ----------
Total revenues                                                      16,943,000         19,927,000
                                                                    ----------         ----------


Cost of product sales                                                7,188,000          9,291,000
Cost of subcontract sales                                            1,456,000          1,219,000
Cost of service                                                      3,180,000          3,136,000
Selling, general and administrative                                  5,374,000          5,252,000
Interest expense                                                        89,000            146,000
Depreciation and amortization expense                                  149,000            150,000

                                                                    ----------         ----------
                                                                    17,436,000         19,194,000
                                                                    ----------         ----------
(Loss) Income before (benefit from)
  provision for income taxes                                          (493,000)           733,000

(Benefit from) provision for income taxes:
   Current                                                            (184,000)           334,000
   Deferred                                                            (16,000)           (34,000)
                                                                    ----------         ----------
                                                                      (200,000)           300,000

                                                                   -----------         ----------
Net (Loss) Income                                                     (293,000)           433,000
                                                                   ===========         ==========
Earnings Per Common Share
  Basic (Loss) Earnings Per Share                                       ($0.17)             $0.25

  Diluted  (Loss) Earnings Per Share                                    ($0.17)             $0.24
                                                                         =====              =====

Weighted Average Number of Common Shares Outstanding                 1,704,897          1,704,425

Weighted Average Number of Common and Potential Dilutive
   Common Shares Outstanding                                         1,704,897          1,784,089

</TABLE>


See accompanying Notes to the  Consolidated Financial Statements
<PAGE>


                      SYNERGX SYSTEMS INC. and SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 and 2001

<TABLE>
<CAPTION>

                                           TOTAL
                                       STOCKHOLDERS'             PREFERRED STOCK                    COMMON STOCK
                                          EQUITY             SHARES           AMOUNT          SHARES          AMOUNT
                                    -----------------      -----------     -----------    -------------     ---------
<S>                                     <C>                    <C>             <C>          <C>                <C>
Balance at September 30, 2000           4,350,000              0               0            1,704,430          2,000
                                    -----------------      -----------     -----------    -------------     ---------

Net Income                                433,000
                                    -----------------      -----------     -----------    -------------     ---------
Balance at September 30, 2001           4,783,000              0               0            1,704,430          2,000

Issuance of shares from
   private placement                      238,000                                             170,000              0

Stock option compensation                   7,000

Net (Loss)                               (293,000)
                                    -----------------      -----------     -----------    -------------     ---------
Balance at September 30, 2002           4,735,000              0               0            1,874,430          2,000
                                    =================      ===========     ===========    =============     =========
</TABLE>


<PAGE>
                      SYNERGX SYSTEMS INC. and SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 and 2001
                                  (continued)

                                       CAPITAL          RETAINED
                                      IN EXCESS         EARNINGS
                                       OF PAR          (DEFICIT)
                                      ---------       -----------

Balance at September 30, 2000         5,279,000         (931,000)
                                      ---------       -----------

Net Income                                               433,000
                                      ---------       -----------
Balance at September 30, 2001         5,279,000         (498,000)

Issuance of shares from
   private placement                    238,000

Stock option compensation                 7,000

Net (Loss)                                              (293,000)
                                     -----------      -----------
Balance at September 30, 2002         5,524,000         (791,000)
                                     ===========      ===========

See accompanying Notes to the Consolidated Financial Statements





<PAGE>

                      SYNERGX SYSTEMS INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>



                                                                     For the Year Ended September 30,
                                                                         2002               2001
                                                                      --------           --------
<S>                                                                 <C>                  <C>
OPERATING ACTIVITIES
Net (loss) income                                                     (293,000)           433,000
 Adjustments to reconcile net (loss) income to net cash
     provided by operating activities:
  Depreciation and amortization                                        149,000            150,000
  Stock option compensation                                              7,000
  Deferred tax                                                         (16,000)           (34,000)
  Provision for doubtful accounts                                      101,000            (21,000)
  Changes in operating assets and liabilities:
  Accounts receivable                                                1,326,000           (319,000)
  Inventories                                                         (146,000)            46,000
  Prepaid expenses and other current assets                           (156,000)          (112,000)
  Other assets                                                          (4,000)           (39,000)
  Accounts payable and accrued expenses                               (647,000)           446,000
  Deferred revenue                                                      (8,000)            80,000
                                                                     ----------         ---------
NET CASH  PROVIDED BY OPERATING ACTIVITIES                             313,000            630,000
                                                                     ----------         ---------
INVESTING ACTIVITIES
  Purchases of property and equipment                                 (119,000)          (148,000)
                                                                     ----------         ---------
NET CASH USED IN INVESTING ACTIVITIES                                 (119,000)          (148,000)
                                                                     ----------         ---------
FINANCING ACTIVITIES

  Principal payments on revolving line of credit, long-term
    debt, notes payable and capital lease obligations                 (628,000)          (271,000)
  Proceeds from revolving line of credit and notes payable              98,000             92,000
  Proceeds from private placement                                      238,000
  Notes payable to affiliated companies                                      0           (243,000)
                                                                     ----------         ----------
NET CASH USED IN FINANCING ACTIVITIES                                 (292,000)          (422,000)
                                                                     ----------         ----------

NET (DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS                  (98,000)            60,000

Cash and cash equivalents at beginning of period                       298,000            239,000
                                                                     ----------         ---------
Cash and cash equivalents at end of period                             200,000            299,000
                                                                     ==========         =========
SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the period for:
     Income taxes                                                      151,000            389,000
     Interest                                                           96,000            145,000
</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

During the year ended September 30, 2002 and 2001, the Company incurred no
capital lease obilgations for the acquisition of equipment.

See accompanying Notes to the Consolidated Financial Statements


<PAGE>

                     Synergx Systems Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at September 30,
2002, and reported amounts of revenues and expenses during the fiscal year.
Actual results could differ from those estimates.

Principles of Consolidation

The consolidated  financial  statements  include the accounts of Synergx Systems
Inc.  (formerly  Firetector Inc.) and its subsidiaries,  all of which are wholly
owned (the "Company").  The principal operating  subsidiaries are: Casey Systems
Inc. ("Casey"), General Sound (Texas) Company ("GenSound"),  and Systems Service
Technology Corp. ("SST").  Significant  intercompany items and transactions have
been  eliminated in  consolidation.  The Company is a subsidiary of  Mirtronics,
Inc. ("Mirtronics"), an Ontario publicly-held corporation.

At the annual meeting of Firetector Inc. stockholders, held on May 22, 2002,
stockholders voted to amend the company's Certificate of Incorporation to change
Firetector's name to Synergx Systems Inc.

Business

The Company operates in one industry segment: the design, manufacture, marketing
and service of a variety of data communications product and systems with
applications in the fire alarm, life safety, transit, security and
communications industry.

Revenue Recognition

Product sales include sale of systems, which are similar in nature, that involve
fire alarm, life safety and security (CCTV and card access), transit (on board
systems) and communication (paging, announcement and audio/visual). Product
sales represent sales of product along with the integration of technical
services at a fixed price under a contract with an electrical contractor or end
user customer (building owner or tenant), or customer agent. Product sales is
allocated using a constant gross profit percentage over the entire contract, and
is recognized, using the percentage-of-completion method of accounting. The
Company utilizes a units-of-work performed method to measure progress towards
completion of the contract. The effects of changes in contract terms are
reflected in the accounting period in which they become known. Contract terms
provide for billing schedules that differ from revenue recognition and give rise
to costs and estimated profits in excess billings, and billings in excess of
costs and estimated profits. Costs and estimated profits in excess of billing
were not material at September 30, 2002 and 2001 and have been included in
accounts receivable. There was no billing in excess of costs and estimated
profits at September 30, 2002 and 2001.

Subcontract sales principally represent revenues related to electrical
installation of wiring and piping performed by others for the Company when the
Company acts as the prime contractor and sells its products along with
electrical installation. Subcontract sales is also recognized during the entire
project using the percentage-of-completion method of accounting as electrical
installation is performed at the job site.

Service revenue from separate maintenance contracts is recognized on a
straight-line basis over the terms of the respective contract, which is
generally one year. Non-contract service revenue is recognized when services are
performed.

Reclassifications

Certain accounts in the prior year financial statements have been reclassified
for comparative purposes to conform with the presentation in the current year
financial statements. These reclassifications have no effect on previously
reported income.

Inventories

Inventories are priced at the lower of cost (first-in, first-out) or market and
consist primarily of raw materials.

Property and Equipment

Property and equipment are stated at historical cost. Leases meeting the
criteria for capitalization are recorded at the present value of future lease
payments.

Depreciation and amortization of machinery and equipment and furniture and
fixtures are provided primarily by the straight-line method over their estimated
useful lives. The Company depreciates machinery and equipment over periods of 3
to 10 years and amortizes leasehold improvements and assets acquired under
capitalized leases over the life of the lease or their economic useful life,
whichever is shorter.

Other Assets

Other assets are comprised principally of the excess of cost over the fair value
of the assets acquired in the acquisition of certain subsidiaries. The excess of
cost over the fair value of the assets acquired approximates $104,000 (net of
accumulated amortization of $70,000) and relates principally to the 1990
acquisition of GenSound. This amount is being amortized over forty years under
the straight line method.

The Company evaluates the periods of goodwill amortization to determine whether
later events and circumstances warrant revised estimates of useful lives. The
Company also evaluates whether the carrying value of goodwill has become
impaired.

Advertising Costs

Advertising Costs are expensed as incurred during the year. Advertising Costs
for the years ended September 30, 2002 and 2001 amounted to $23,000 and $26,000,
respectively.

Research and Development Cost

Research and development costs are expensed as incurred during the year.
Research and development costs for the years ended September 30, 2002 and 2001
amounted to $149,000 and $142,000, respectively.

Income Taxes

The Company accounts for income taxes under Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes". Under SFAS No. 109, the
asset and liability method is used to determine deferred tax assets and
liabilities based on differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.

Earnings Per Share

SFAS No. 128 "Earnings Per Share" requires companies to report basic and diluted
earnings per share  ("EPS")  computations.  Basic EPS  excludes  dilution and is
based on the  weighted-average  common shares  outstanding and diluted EPS gives
effect to potential  dilution of securities  that could share in the earnings of
the Company. Diluted EPS reflects the assumed issuance of shares with respect to
the Company's employee stock options, non-employee stock options, and warrants.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three
months or less when purchased to be cash equivalents.

Concentration of Credit Risk

The Company's operations are located in two large U.S. cities (New York City,
New York and Dallas, Texas), each of which is an independent market. The Company
grants credit to its customers, principally all of which are general or
specialized construction contractors, none of which individually constitutes a
significant portion of outstanding receivables. Approximately 84% of such
outstanding receivables at September 30, 2002 are due from customers in New
York.

At September 30, 2002, the Company had approximately $73,000 based on checks
that had not cleared the financial institutions that are subject to insured
amount limitations. The Company does not require collateral to support financial
instruments subject to credit risk.

Stock Options and Similar Equity Instruments

The Company adopted the disclosure requirements of Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," for stock options and similar equity instruments (collectively,
"Options") issued to employees; however, the Company will continue to apply the
intrinsic value based method of accounting for options issued to employees
prescribed by Accounting Principles Board ("APB") Opinion 25, "Accounting for
Stock Issues to Employees," rather than the fair value based method of
accounting prescribed by SFAS No. 123. SFAS No. 123 also applies to transactions
in which an entity issues its equity instruments to acquire goods or services
from non-employees. Those transactions must be accounted for based on the fair
value of the consideration received or the fair value of the equity instruments
issued, whichever is more reliably measured. (see Note 9).

2. Transactions with Related Parties

Mirtronics  is the  largest  stockholder  of the  Company.  In  1994  and  1995,
Mirtronics  provided  financial  assistance to the Company by way of a Letter of
Credit in support of the  Company's  credit  facility,  further  advances to the
Company,  and an exchange of debt for equity.  In connection with this financial
assistance,  the Company has outstanding  warrants to purchase 310,000 shares of
the Company's  Common Stock,  which were issued in 1998, and are  exercisable at
any time until December 31, 2003 at an exercise price of $1.02 per share.

Notes Payable Principally to Related Party includes $59,000 due to a former
officer/director of the Company under a seven year installment promissory note
dated January 1, 1997 that bears interest at 4% per annum.


3. Property and Equipment

Property and equipment (including those arising from capital leases) are
summarized as follows:


                                                                 September 30,
                                                                      2002
                                                                 --------------
Machinery and equipment                                            $1,422,000
Furniture and fixtures                                                152,000
Leasehold improvements                                                 39,000
                                                                 --------------
                                                                    1,613,000

Less accumulated depreciation and amortization                      1,241,000
                                                                 --------------
                                                                     $372,000
                                                                 ==============

Annual amortization of equipment under capital leases is included with
depreciation and amortization expense.

Depreciation and amortization expense related to these assets were $133,000 and
$129,000 for the years ended September 30, 2002 and 2001, respectively.

4.  Long-Term Debt

In 1998,  the Company  entered into a revolving  credit  facility  with Citizens
Business Credit Company of Boston,  Massachusetts (the "Credit  Facility").  The
Credit  Facility  was revised in  September  2000 and  provides for a $3,000,000
revolving line of credit  through  December 2004 and carries an interest rate of
prime plus 1/4% on outstanding  balances (5% at September 30, 2002).  The Credit
Facility limits capital  expenditures to $250,000 in each year. At September 30,
2002,  $848,000 was outstanding  under this facility.  Advances under the Credit
Facility  are  measured   against  a  borrowing  base   calculated  on  eligible
receivables  and inventory.  The Credit Facility is secured by all of the assets
of the Company and all of its operating subsidiaries.

The Credit Facility includes certain restrictive covenants, which among other
things, impose limitations on declaring or paying dividends, acquisitions and
capital expenditures. The Company is also required to maintain certain financial
ratios. Citizens Business Credit Company of Boston has modified the requirement
of one of the ratios for fiscal 2002. At September 30, 2002, the Company was not
in default of any of its financial covenants as a result of this modification.

Annual maturities of Loans and Notes Payable are as follows:

                 Bank                    Other Notes             Total
                 Loan                      Payable
              ------------------------------------------------------------
2003         $    --                       $109,000              $109,000
2004              --                         36,000                36,000
2005              848,000                    16,000               864,000
              -------------------------------------------------------------
Total           $ 848,000                  $161,000            $1,009,000



5. Leases

The Company leases certain office and warehouse space under noncancelable
operating leases expiring at various times through 2010. In February 2000, the
Company signed a new lease for office, manufacturing and warehouse space in
Syosset, New York. This lease expires in June 2007.

The Company had a lease for its service center in New York City that was set to
expire in August 2003. The Company was able to exercise a six month termination
option and terminated its lease in New York City by giving six months notice,
which became effective December 5, 2002. The Company entered into a new lease
for office and warehouse space in New York City. The new lease became effective
August 2002 and runs thru December 31, 2009. The new lease provides for yearly
rental of $84,000 during the first year plus expenses with yearly escalation of
2% each year thereafter. Total cost of space over the life of the lease will
approximate $631,000.

The Company  leases an office and warehouse  facility in  Richardson,  Texas,  a
suburb of Dallas,  pursuant  to a lease  that was  extended  in August,  2002 to
expire on June 30,  2010  providing  for  annual  rent on a net basis of $50,152
escalating annually to $64,016 in the final year of the lease.

The Company also leases certain office equipment and vehicles under
noncancelable capital and operating leases expiring in various years through
fiscal 2005.

The following is a schedule of future minimum payments, by year and in the
aggregate, under non cancelable capital and operating leases with initial or
remaining terms of one year or more at September 30, 2002:
<TABLE>
<CAPTION>

                                                                 Capital Leases   Operating Leases       Total
<C>                                                                  <C>              <C>              <C>
2003                                                                 $31,000          $398,000         $429,000
2004                                                                  26,000           323,000          349,000
2005                                                                  22,000           333,000          355,000
2006                                                                                   343,000          343,000
2007                                                                                   300,000          300,000
2008                                                                                   155,000          155,000
2009                                                                                   159,000          159,000
2010                                                                                    24,000           24,000
                                                                   ----------------------------------------------
Total minimum lease payments                                         $79,000        $2,035,000       $2,114,000
Less amount representing interest                                     12,000      =============================
                                                                   ---------
Present value of net minimum lease payments (including current
    portion of $24,000)                                             $67,000
                                                                   =========
</TABLE>

Rental expense amounted to $366,000 and $343,000 for 2002 and 2001,
respectively.

6. Significant Customers

During fiscal 2002 and 2001, no customer accounted for more than 10% of sales.

7. Income Taxes

During the year ended September 30, 2002, the Company recorded a tax benefit of
($200,000) compared to a tax provision of $300,000 for the year ended September
30, 2001. A reconciliation of such with the amounts computed by applying the
statutory federal income tax rate is follows:
<TABLE>
<CAPTION>

                                                             Year ended September 30,
                                                               2002            2001
                                                           --------------------------
<S>                                                              <C>               <C>
Statutory federal income tax rate                                34%               34%
Computed expected tax from income                         ($168,000)         $249,000
(Decrease)Increase in taxes resulting from:
State and local income taxes, net of Federal tax benefit    (22,000)           53,000
Nondeductible expenses                                        8,000             8,000
(Decrease) in taxes resulting from
     benefit of future tax deductible items                 (18,000)          (10,000)
(Benefit) Provision                                       ($200,000)         $300,000
</TABLE>

The Company provided $13,000 and $14,000 for state and local franchise and
capital taxes for the years ended September 30, 2002 and 2001, respectively.
These expenses have been included in selling, general and administrative
expenses for each of the years presented.

The Company has recorded a current deferred tax asset and a non current deferred
tax liability at September 30, 2002 and a current and non current deferred tax
asset at September 30, 2001 related to certain accelerated tax deductions or
book provisions to be deducted in future tax returns. Management anticipates
profitable operations to continue at a level that will result in the utilization
of the entire deferred tax asset.

The components of deferred tax assets and liabilities at September 30, 2002 and
2001 consist of the following:

Deferred Tax Assets                                 2002                 2001
-------------------                                 ----                 ----
Allowance for doubtful accounts                   $172,000            $131,000
Inventory reserve                                  120,000             120,000
Depreciation and amortization                                           60,000
Net operating loss carryforward                     47,000                ---
                                                  ---------          -----------
Total deferred tax asset                          $339,000            $311,000
                                                  ========           ===========

Deferred Tax Liabilities
Depreciation and amortization                      $11,000            $   ---
                                                   -------           -----------
Total deferred tax liability                       $11,000            $   ---
                                                   =======           ===========

8. Earnings Per Share

Shown below is a table that presents for 2002 and 2001 the computation of basic
earnings per share, diluted earnings per share, weighted shares outstanding, and
weighted average shares after potential dilution.


                                                             Year Ended
Basic EPS Computation                                   2002            2001
---------------------                               -------------------------
Net (loss) Income available to common
       stockholders                                  $(293,000)        $433,000
Weighted average outstanding shares                  1,704,897        1,704,425

Basic (loss) EPS                                         $(.17)            $.25
                                                        =======          =======
Diluted EPS Computation
(Loss) Income available to common
  stockholders                                       $(293,000)        $433,000

Weighted-average shares                              1,704,897        1,704,425
  Plus:  Incremental shares from
          assumed conversions
         Employee Stock Options*                                         18,640
         Warrants*                                                       61,024
                                                                         ------
Dilutive potential common shares                         N/A             79,664
                                                     ---------         ---------
    Adjusted weighted-average shares                 1,704,897        1,784,089
                                                     ---------         ---------
    Diluted (loss) EPS                                   ($.17)            $.24
                                                     ==========        =========
*All warrants and options were antidilutive in 2002 and 16,667 warrants were
antidilutive in 2001.

9.  Stockholders' Equity

On September 30, 2002, the Company sold 170,000 units ("Units") in a private
placement to an unaffiliated investor for $1.40 per Unit. Each Unit consists of
one share of Common Stock and one warrant (the "Warrant") to purchase an
additional share of Common Stock at $1.40 for a period of 24 months from
September 30, 2002.

The Units, Common Stock, Warrants and Common Stock issue able upon exercise of
the warrants will be restricted and may not be sold or transferred without
registration under or exemption from applicable securities laws. The purchaser
will be granted one-time piggyback registration rights.


10.  Employee Stock Options, Options, and Warrants

On April 30, 1997, the Company and its stockholders adopted a nonqualified stock
option plan ("1997 Plan"), which was to expire September 30, 2002, except as to
options outstanding under the 1997 Plan. Under the 1997 Plan, the Board of
Directors may grant options to eligible employees at exercise prices not less
than 100% of the fair market value of the common shares at the time the option
is granted. The number of shares of Common Stock that may be issued shall not
exceed an aggregate of up to 10% of its issued and outstanding shares from time
to time. Options vest at a rate of 20% per year commencing one year after date
of grant. Issuances under the 1997 Plan are to be reduced by options outstanding
under a 1990 nonqualified stock option plan (replaced by the 1997 Plan). In
September 2002, the stock option plan was extended to expire on December 31,
2005.

The Company applies the intrinsic value base method of accounting for options
issued to employees rather than the fair value based method of accounting. On
September 19, 2002, options on 24,083 shares of common stock were extended to
December 31, 2005 and the option price remained at $1.00 per share. On December
29, 2000, options on 43,375 shares of common stock were extended for five more
years and the option price was reset from $1.00 to $1.03 per share. Stock option
compensation expense of $6,743 and $0 for years ended September 30, 2002 and
2001, respectively was recorded to General and Administrative expense in
connection with the extension of these options. If the Company had elected to
recognize compensation expense based upon the fair value at the grant date for
awards under these plans consistent with the methodology prescribed by SFAS 123,
the Company's net (loss) income and net (loss) income per share for 2002 and
2001 would be reduced to the pro forma amounts indicated below:
                                            2002                 2001
Net (Loss) Income:
       As reported                     $(293,000)               $433,000
       Pro forma                        (300,000)                404,000

(Loss) earnings per common share:

       As reported
                                          ($0.17)                  $0.25
           Basic                          ($0.17)                  $0.24
                                           ======                  =====
           Diluted

      Pro forma
          Basic                           ($0.18)                  $0.24
          Diluted                         ($0.18)                  $0.23
                                           ======                  =====

These pro forma amounts may not be representative of future disclosures since
the estimated fair value of stock options is amortized to expense over the
vesting period for purposes of future pro forma disclosures, and additional
options may be granted in future years. The fair value of these options was
estimated at the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions for 2002 and 2001, repectively:
dividend yield of zero; expected volatility of 45% and 75%, respectively and
expected life of 3.25 and 5 years, respectively. The weighted average risk fee
interest rates for 2002 and 2001 were 3.22% and 4.64%, respectively. The
weighted average fair value of options granted (extended) 2002 and 2001, was
$.56 and $.66, respectively.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected price volatility. Because the
Company's employees' stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's'
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of employee stock options.








10. Employee Stock Options, Options, and Warrants (continued)

Transactions involving stock options are summarized as follows:
<TABLE>
<CAPTION>
                                                                       Weighted Average
                                                                       Exercise Price of
                                       Stock Options Outstanding    Options Outstanding
<S>                                         <C>                             <C>
Balance September 30, 2000                  107,958                         1.04
   Options granted (extended)                43,375                         1.03
   Options expired                          (43,375)                        1.00
Balance September 30, 2001                  107,958                         1.05
   Options granted (extended)                24,083                         1.00
   Option expired                           (30,250)                        1.00
Balance September 30, 2002                  101,791                         1.06
</TABLE>

There were 94,791 exercisable options at September 30, 2002 and 93,958
exercisable options at September 30, 2001.
..
The following table summarizes information concerning currently outstanding and
exercisable stock options.
<TABLE>
<CAPTION>

                                   Outstanding at          Weighted Average         Exercisable at
Exercise Price                    September 30, 2002      Contractual Life         September 30, 2002
<S>                                   <C>                     <C>                       <C>
  1.13                                35,000                  2.0 years                 28,000
  1.03                                42,708                  3.3 years                 42,708
  1.00                                24,083                  3.3 years                 24,083
</TABLE>

In 1998, the Company granted Mirtronics warrants to purchase 310,000 shares of
the Company's Common Stock which are exercisable at a price of $1.02 per share
at any time until December 31, 2003. (See Note 2 - Transactions with Related
parties)

In May 1995, the Company granted Judson Enterprises, Ltd. 33,334 options to
purchase common stock at a price of $3.00 per share in exchange for investment
banking services. In April 1997, the Company entered into an agreement to
exchange 16,667 of these options for 16,667 new options to purchase common stock
at a price of $4.50. These options expired in April 2002 and 16,667 options had
expired in May 2000.

On September 30, 2002, the Company issued 170,000 warrants in connection with a
private placement. (See Note - 9)


Transactions involving non-employee stock options and warrants are summarized as
follows:
<TABLE>
<CAPTION>
                                                                                          Weighted Average
                                                Options and Warrants                     Exercise Price of
                                                     Outstanding                         Options Outstanding
<S>               <C> <C>                             <C>                                      <C>
Balance September 30, 2000                            326,667                                  $1.20
Balance September 30, 2001                            326,667                                   1.20
   Warrants expired                                    16,667                                   4.50
   Warrants issued                                    170,000                                   1.40
Balance September 30, 2002                            480,000                                  $1.15
</TABLE>

All of these options and warrants were exercisable at the end of the periods
indicated in the above schedule.

The following table summarizes information concerning currently outstanding and
exercisable non-employee warrants.
<TABLE>
<CAPTION>

                          Outstanding at          Weighted Average            Exercisable at
Exercise Price          September 30, 2002      Contractual Life            September 30, 2002
<S>                          <C>                     <C>                         <C>
   1.02                      310,000                 1.3 years                   310,000
   1.40                      170,000                 2.0 years                   170,000
</TABLE>

11. Contingencies

In the normal course of its operations, the Company has been or, from time to
time, may be named in legal actions seeking monetary damages. Management does
not expect, based upon consultation with legal counsel, that any material item
exists that will affect the Company's business or financial condition.

12. Other

Approximately 32% of the Company's employees are covered by collective
bargaining agreements. On July 20, 2002, the union representing hourly employees
and the Company ratified a Collective Bargaining Agreement expiring July 9,
2005, providing for an increase in salaries and benefits averaging approximately
4 1/2% per year over the life of the contract.

Effective January 1, 1996, the Board of Directors instituted a 401K plan for
nonunion employees. The plan includes a profit sharing provision at the
discretion of the Board of Directors. No profit sharing contribution was
authorized in 2002. In 2001 a profit sharing contribution of $44,000 was
authorized and charged to expense.

13. Fair Value of Financial Instruments

SFAS No. 107, "Disclosures about Fair Values of Financial Instruments", requires
disclosing fair value to the extent practicable for financial instruments which
are recognized or unrecognized in the balance sheet. The fair value of the
financial instruments disclosed herein is not necessarily representative of the
amount that could be realized or settled, nor does the fair value amount
consider the tax consequences of realization or settlement.

For certain financial instruments, including cash and cash equivalents, trade
receivables and payables, and short-term debt, it was assumed that the carrying
amount approximated fair value because of the near term maturities of such
obligations. The fair value of long-term debt was determined based on current
rates at which the Company could borrow funds with similar remaining maturities,
which amount approximates its carrying value.

14.  Authoritative Pronouncements

In July 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
141,  "Business  Combinations".  SFAS No. 141 requires  the  purchase  method of
accounting  for  business  combinations   initiated  after  June  30,  2001  and
eliminates the pooling-of-interests method. The adoption of SFAS No. 141 did not
have a significant impact on its financial statements.

In July 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets",  which was effective for the Company  commencing  October 1, 2002. SFAS
No.  142  requires,   among  other  things,   the   discontinuance  of  goodwill
amortization.   In  addition,   the  standard   includes   provisions   for  the
reclassification  of  certain  existing  recognized   intangibles  as  goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairment of goodwill.  The impact of the adoptions of SFAS No. 142 will result
in the Company discontinuing goodwill amortization.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal  of  Long-Lived  Assets.  SFAS  No.  144  changes  the  accounting  for
long-lived assets to be held and used by eliminating the requirement to allocate
goodwill  to  long-lived  assets to be tested for  impairment,  by  providing  a
probability  weighted cash flow  estimation  approach to deal with situations in
which  alternative  courses of action to recover the carrying amount of possible
future cash flows and by establishing a primary-asset  approach to determine the
cash  flow  estimation  period  for a  group  of  assets  and  liabilities  that
represents  the unit of accounting  for  long-lived  assets to be held and used.
SFAS No. 144  changes the  accounting  for  long-lived  assets to be disposed of
other than by sale by requiring that the depreciable  life of a long-lived asset
to be abandoned  be revised to reflect a shortened  useful life and by requiring
the impairment loss to be recognized at the date a long-lived asset is exchanged
for a similar  productive  asset or  distributed  to owners in a spin-off if the
carrying  amount of the asset  exceeds its fair value.  SFAS No. 144 changes the
accounting  for  long-lived  assets to be disposed of by sale by requiring  that
discontinued  operations no longer be recognized on a net realizable value basis
(but at the lower of  carrying  amount or fair  value  less  costs to sell),  by
eliminating  the  recognition  of  future   operating   losses  of  discontinued
components  before they occur and by broadening the presentation of discontinued
operations  in the income  statement to include a component of an entity  rather
than a segment of a business.  A component of an entity comprises operations and
cash flows that can be clearly distinguished,  operationally,  and for financial
reporting purposes, from the rest of the entity. The effective date for SFAS No.
144 is for fiscal years  beginning  after December 15, 2001. The Company expects
that the adoption of the SFAS No. 144 will not have a significant  impact on its
financial statements.

On April 30, 2002 the FASB issued SFAS No. 145, "Rescission of FASB No.4, 44 and
64, Amendment of FASB Statement No. 13 and Technical Corrections". SFAS No. 145
eliminates the requirement that gains and losses from the extinguishment of debt
be aggregated and, if material, classified as an extraordinary item, net of the
related income tax effect and eliminates an inconsistency between the accounting
for sale-leaseback transactions and certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. SFAS No. 145
is effective for transactions occurring after May 15, 2002. The adoption of SFAS
No. 145 did not have a material effect on the Company's operation.

SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities", provides guidance on the recognition and measurement of liabilities
for cost associated with exit or disposal activities. The provisions of the
Statement are effective for exit or activities that are initiated after December
31, 2002. The Company does not expect that the adoption of SFAS No. 146 will
have a material effect on its operations.