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

                                AMENDMENT NO. 1
                                       TO
                                   FORM 10-KSB

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

For fiscal year ended September 30, 2003             Commission File No. 0-30801

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

                 For the transition period from ______ to ______


                               MIAD Systems, Ltd.
              ----------------------------------------------------
                 (Name of small business issuer in its charter)

                                   Canada N/A
                           ------------- ------------
                (State or other jurisdiction (I.R.S. Employer of
               incorporation or organization) Identification No.)

                            43 Riviera Drive, Unit 6
                        Markham, Ontario, Canada L3R 5J6
                ---------------------------------------- --------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (905) 479-0214
                                               --------------
Securities registered under Section 12(b) of the Exchange Act:           None
Securities registered under Section 12(g) of the Exchange Act:

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

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

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

         Issuer's revenues for its most recent fiscal year $8,668,856
(Canadian).

         The aggregate market value of the voting common stock held by
non-affiliates of the Registrant as of September 30, 2003: Not Determinable

<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

(A) BUSINESS DEVELOPMENT

         Our company, MIAD Systems Ltd., is a Canadian company. We were formed
in March 1993 and began operating our business at that same time. Our senior
management has been substantially the same since we began business. We are
located in the Toronto, Ontario, Canada area.

          We are an established full-line supplier of business computer systems
as well as a provider of computer maintenance, installation, e-commerce and
networking services. MIAD does not sell to individuals. We provide these goods
and services to our major clients who are primarily engaged in the corporate,
institutional, municipal, utilities and education fields, typically as part of
their computer networks.

         On July 10, 2001 we filed a Form 10-SB registration statement with the
Securities and Exchange Commission ("SEC") which became effective on September
8, 2001. Since such time, we have become subject to the reporting requirements
of the Securities Exchange Act of 1934.

(B) BUSINESS OF THE COMPANY

         PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS
         -------------------------------------------------

         MIAD Product Strategy
         ---------------------

         In Canada, MIAD offers its clients an extensive range of business
computer systems and related products. Our broad product offering includes:

         o        desktop and notebook personal computers ( "PCs" ), servers,
                  and workstations;
         o        mass storage devices;
         o        monitors;
         o        printers;
         o        network interface cards;
         o        networking hubs, routers, and switches;
         o        modems;
         o        wireless devices;
         o        personal digital assistants;
         o        software;
         o        computer supplies and accessories.


                                       2
<PAGE>


         MIAD's strategy, in selling business computer systems, consists of
combining, in Canada, the disparate strategies adopted by the major computer
system vendors in the United States for sales to the large corporate and
institutional markets.

         MIAD offers its customers both custom assembled and mass produced
systems. Mass produced systems which have predetermined features are sold to
customers through MIAD as an authorized reseller of the manufacturer (also known
as a "business partner" or "solutions partner" in the industry). Custom assembly
systems with features ordered by the customer are assembled by MIAD and sold by
MIAD directly to the customer. MIAD does not engage in any manufacturing.

         MIAD's material product sales revenue streams are comprised of the
following:

         1)       Reselling of major brands. MIAD has formed strategic
                  partnerships with the major systems vendors such as IBM,
                  Hewlett-Packard/Compaq, Toshiba, etc. by becoming
                  qualified/authorized to resell their pre-configured products
                  to MIAD's existing and prospective customers. MIAD has made
                  such arrangements with the major peripheral, communications
                  and software vendors such as 3Com, Cisco, Microsoft, etc.

         2)       MIAD custom assembly. For clients who require a custom
                  configured system with their choice of features and
                  peripherals, MIAD has the capabilities and has been selling
                  and assembling the MIAD ULTRA (R) system to meet these unique
                  requirements. MIAD does not use refurbished or used products
                  in its ULTRA (R) system or any of its other products. MIAD
                  assembles its custom systems using components obtained from
                  outside sources.

         MIAD has recently been appointed a major reseller and service provider,
in Canada, for Itronix Corporation. Itronix is a world-class developer of
wireless, rugged computing solutions for mobile workers. Itronix distinguishes
itself, in the market, through its superior implementation capabilities and
supporting services. Itronix has a full range of wireless field computing
systems, from handhelds, to laptops to tablet PC's, in addition to providing
award- winning iCare (TM) Implementation Services. Itronix serves mobile workers
in markets such as commercial field service, telecommunications, utilities,
insurance, government, public safety, and meter reading.


                                       3
<PAGE>


         MIAD Services Strategy
         ----------------------

         To complement our core competencies, increase our customer satisfaction
as well as expand our revenue base into areas closely related to our sales of
computer systems, we are very actively involved in the computer services
business.

         MIAD has been continuously upgrading the skills of its technical staff
in order to qualify as an authorized service provider to provide maintenance and
related services for the systems and equipment it sells .

         We currently offer the following services:

         o        computer depot warranty and non-warranty repair
         o        computer on-site warranty and non-warranty repair
         o        preventative maintenance programs
         o        prepaid two-way courier computer depot repair
         o        advance computer/peripherals exchange programs
         o        data and password recovery
         o        software imaging and custom software loading
         o        hardware configuring, consulting and installation
         o        network configuring, consulting and installation

         We also provide web design and e-commerce consulting services to our
customer base.

         These services are a very important focus of our long-term strategy.
Although, they have contributed less than 10% of revenues currently and in the
past and may not reach that level in the near term, they have allowed us to
solidify our relationships with our clients and major resellers and opened new
doors for computer product sales to prospects where we have previously only
provided computer maintenance/repair services.

         MIAD Sales Strategy
         -------------------

                  MIAD's highly trained staff understands information technology
         and its use in solving automation problems. MIAD is more than a company
         that just fills orders; we specialize in developing creative,
         cost-effective solutions for our clients. MIAD has hired experienced
         computer industry veterans who can, early in a sales cycle,


                                       4
<PAGE>

         understand and review the business application that the prospect is
         attempting to solve through automation. The MIAD representative, based
         on years of experience, can recommend the appropriate product (whether
         from IBM, Compaq/HP, MIAD, etc.) and the appropriate model/features, as
         well as the services of installation/networking/maintenance-depot or
         on-site that are best suited to meet the customer's requirements.

         Because MIAD has the capabilities and appropriate authorizations from
major vendors to act as a reseller of their products, it can offer customers a
choice between major brand and custom. In the ruggedized wireless marketplace,
MIAD can provide the Itronix solution to meet the requirements of mobile workers
working in hostile environments. MIAD can provide the best product solution as
industry, market and economic trends change. MIAD continues to expand the
availability of services that it can provide its customers base from warranty
maintenance and repair on-site or depot, advance exchange programs, site and
network planning and installation, customized repair functions, web design and
e-commerce consulting services.

         The depth of MIAD's product and service offerings is integral to the
Company's strategy of diversification and cross-selling to the customer and
prospect base.

         MIAD has, over the years, invested the time, effort and funds to
develop personnel, infrastructure, credentials, recognition and authorizations
in both computer products and service offerings. With this investment and the
success achieved to-date MIAD is, now, positioned to capitalize on IT
opportunities in the Canadian marketplace.

         We do not sell products to individual end-users. Our customers are
primarily corporate and institutional and include many well-known companies as
well as healthcare institutions, utilities, municipalities, private schools and
community colleges in Ontario. All of these clients purchase from us on an "as
needed" basis and although they have made volume purchases in the past, there
are no current at will or long-term commitments with them.

(C) INDUSTRY AND MARKET OVERVIEW

         The Canadian IT industry is key to the economic health of Canada,
enabling business to be more efficient and effective and helping consumers reap
the benefits of the on-going advances in communications and computing. No other
force has, in recent years, influenced the future of Canada's economy as
information technology according to


                                       5
<PAGE>

"Industry Canada", a report published by the Canada Department of Industry.
Canada, in general, is one of the world leaders in technology development and
technology implementation as reported in Industry Canada.

         MIAD acts as a solutions partner for our clients by working with them
to analyze and then provide to them, either directly or through independent
outside corporations which have very specific technical expertise, the goods and
services that they need to compete effectively in the marketplace. Our clients
require that we understand their business, their marketplace and what drives
their decisions. MIAD works with clients to review their business requirements,
understand technology and recommend the solutions which are best suited to their
needs. Our team members have extensive industry and technology knowledge and
expertise.

         Over the past three years generally and in Canada specifically, the
information technology sales and service industry has undergone significant
consolidation. Reduction in total client orders during the recession, more
restrictive terms and conditions from vendors, reductions in the number of
vendor-authorized resellers and increased price competition have driven several
of the weaker competitors from the market. For the remaining vendors such as
MIAD, the competition for a smaller business base has been very costly and
intense.

         MIAD continues to be featured in IBM Canada's advertizing program; MIAD
has been mentioned in 10 different IBM ads over the past year appearing in major
national newspaper and magazine campaigns. IBM Canada has prepared a sales
brochure featuring MIAD's success in providing quality products and services in
the municipal government marketplace. MIAD has been appointed by the Canadian
Association of Independent Schools (CAIS) Group Purchasing Committee as supplier
to the CAIS schools for computer hardware, software, networking and related
products.

         We have successfully implemented our "just-in-time" purchasing and
"build-to- order" model for our private label MIAD ULTRA(R) line of business
computers. This concept is based on the successful model originated by Dell in
the United States. We believe that the significant market penetration by Dell in
the U.S. is an indicator of the market potential for our "build-to-order" model
in Canada, particularly as the economy improves.

         We have consolidated our expertise in the major vendor products that we
resell and continue to train our technical staff to obtain the additional (and
difficult to obtain) service authorizations. This allows MIAD to become a
full-line and full-service provider to the client and prospect base. As we
introduce new service offerings to the marketplace , generally, we put ourselves
in a better position to be recognized in the product sale environment as a most
viable supplier for new accounts.


                                       6
<PAGE>


         We have been appointed a major reseller and service provider for
Itronix Corporation. Itronix is a world-class developer of wireless rugged
computing solutions for mobile workers.

         As we have demonstrated in the past two fiscal years, in spite of very
difficult economic times, our growth is and is expected to continue to be
generated by actively soliciting and selling to new accounts. This is in
addition to maintaining and increasing the revenue from existing accounts. In
the future, our growth could also possibly be generated by acquisitions of
companies in our same industry. The growth through sales to new clients and
additional sales to existing clients is frequently referred to as "organic
growth". We expect our organic growth to be accomplished in three ways:

         1)       continued top-level service to existing clients in order to be
                  uniquely positioned for their on-going systems and services
                  acquisitions, and

         2)       intensify penetration in the five specific major market
                  segments where we already have a presence which include major
                  corporate accounts, as well as the institutional, municipal,
                  utilities and educational fields

         3)       introduce new products such as the Itronix rugged wireless
                  computing solution for mobile workers in Canada.

         We intend to continue to build our presence as a supplier of IT
solutions in Canada as an authorized reseller of products purchased from our
major vendors for resale to end users and by the custom assembly of our computer
systems. In addition, we will focus on expanding the number of clients for the
MIAD service offerings in maintenance and repair as well as increasing the
number and diversity of service offerings that we provide. In doing so, we
expect to focus on several priorities:

         1)       growing revenue from the existing customer base;
         2)       enlarging our customer base in Ontario through prospecting
                  activities
         3)       enlarging our customer base through our newly-opened
                  southwestern Ontario regional sales office in London;
         4)       increasing the number of sales personnel;
         5)       continuing to enhance the quality of our technology
                  operations;
         6)       developing additional partnerships in the high-end computer
                  and data communications marketplace;
         7)       bolster our financial resources.

                                       7
<PAGE>


(D) "BUILD-TO-ORDER" MODEL --- THE MIAD ULTRA(R) LINE

         We have distinguished ourselves from other "build-to-order" companies
such as Dell because we are also an approved reseller of brand name vendors. In
addition, we employ our "just-in-time" purchasing and "build-to-order" model of
private label personal computers, the MIAD ULTRA(R) line, to satisfy the custom
requirements of our customer base. We carry a minimal amount of finished goods
but no raw materials inventory. Instead, we acquire our component parts
specifically for our customer orders. We are authorized by IBM pursuant to a
licensing agreement, to use IBM's licensed patents in assembling MIAD personal
computer systems and servers. MIAD does not use IBM components in its custom
assembled systems. MIAD does not have agreements with but does select and
purchase components for use in these systems from a list of qualified suppliers
in the industry. These include, but are not limited to, processors from Intel,
memory from Toshiba, Hitachi, Siemens, hard disk drives from Fujitsu, CD ROM
drives from Acer and Mitsumi, floppy disk drives from Panasonic and Mitsumi and
CPU boards from ASUS and Acer.

         Our custom manufacturing approach allows our customers to choose from a
wide range of options to be custom assembled by MIAD. These may include options
for memory size, processor type and speed, cache memory, video cards, network
interface, communication speeds, video memory and disk storage among others.
These options are coupled with increased reliability, quality control and a
rapid delivery cycle. Currently, our MIAD ULTRA(R) line represents less than 10%
of our total annual revenues.

         Our ability to rapidly deliver a MIAD ULTRA(R) custom system allows us
to keep inventory levels at a minimum due to our "just in time" purchasing while
still being able to deliver the systems exactly to the customer's specifications
with a delivery time, including "burn-in" of three days or less. Our technical
and manufacturing expertise permits us to give our customers better service, not
only on our own products but those of our authorized partners.

         The seven major steps involved in the "build-to-order" process include:

         1)       Customization which involves a technical review of the request
                  confirming that all critical information is available,
                  component availability and a proper instruction set for the
                  technician to build the system.

         2)       Logistics which involves procurement of system components and
                  peripheral devices tailored for the order and arranging for
                  its timely delivery.

         3)       Unpacking of all the parts of a system delivered by suppliers
                  which are then prepared for building the system.


                                       8
<PAGE>

         4)       Assembly and System Check requires following the specific
                  instruction code and a quality check of the system. The system
                  is then fitted with any additional hardware or software
                  requested by the customer and a final quality check is
                  performed for the whole product.

         5)       Final Check requires that all systems pass a strict
                  quality-check and "burn- in" procedure before shipment.

         6)       Packaging in its original box occurs after the assembly is
                  completed and the testing process and the system pass
                  inspection.

         7)       Shipment occurs after the assembled systems are weighed .

         Customer Advantages
         -------------------

         The "build-to-order" model for our MIAD ULTRA(R) line of systems
provides extensive advantages to clients in cost savings, quality control,
flexible configuration and fast response to industry trends. The main features
of the "build-to-order" model include:

                  o        Reduction of Delivery Cycle
                           ---------------------------
                           By its nature, our manufacturing approach permits
                  flexibility of customization combined with very short delivery
                  cycles. We are able to customize systems to clients' needs
                  with our "just-in-time" purchasing and "build-to-order"
                  approach.

                  o        Cost Savings
                           ------------
                           Working with suppliers to provide "just-in-time"
                  delivery of components reduces overhead costs of warehousing
                  large quantities of components. This overhead cost reduction
                  is enhanced by fast inventory turnover. Costs are further
                  reduced by having the ability to quickly respond to industry
                  trends, thus avoiding obsolete inventory as technologies
                  change. These cost reductions are reflected in our pricing to
                  our clients.

                  o        Ability to Manage Technology Change
                           -----------------------------------
                           Purchasing components, on an "as needed" basis allows
                  us to better react to the constant change in technology and
                  price.

                  o        Increased Reliability and Quality
                           ---------------------------------
                           Quality control of our MIAD ULTRA(R)line is one of
                  the major reasons that users select the system. After
                  assembling the client's unique


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<PAGE>

                  configuration, we subject the system to extensive "burn-in"
                  and system testing. Since most failures occur in the first 24-
                  48 hours of use, this testing attempts to make the system fail
                  before shipping to the client. This leads to better service
                  and fewer repairs.

                  o        Better Serviceability
                           ---------------------
                           We choose our components with great care. After-sale
                  serviceability is taken into account and given great weight.
                  This concern facilitates not only warranty repair but also
                  provides for better customer support which contributes to
                  customer satisfaction and repeat business.

         We strive for quality and consistency in our MIAD ULTRA(R) line of
computers. We use only name brand quality components. As part of our quality
control program, we work in concert with our suppliers to provide consistency of
components. Whether a client orders ten systems or 300 systems, components will
be the same.

(F)      RESELLING

         We are an established supplier of computer systems from vendors for
which we act as resellers. We also provide maintenance, installation and
networking services to our major clients in the corporate, institutional and
education fields. In order to become approved and authorized to resell systems
of a name brand vendor such as IBM, Compaq/Hewlett-Packard or Toshiba, among
others, the vendor will qualify the proposed reseller on factors such as current
sales volume, number of sales personnel, industry knowledge, geographical
territory, other authorizations and references. The approved authorization
typically requires that a reseller only sell to end users of the product, take
responsibility for pre- and post-sale support (which includes responding to
technical and software issues and offering training and web consulting services)
and commit not to engage in activities contrary to law. The authorization does
not include maintenance which is a separate authorization and typically consists
of providing repair services either under or out of warranty. There are no other
material limitations in the reseller authorizations. A high volume reseller with
the proper technical qualifications may also qualify for service authorization
from the vendor. Reseller authorizations are typically reviewed by the vendor on
an annual basis. To date, neither MIAD nor any vendor has terminated any
reseller agreement.

         Our MIAD ULTRA(R) line system for workstations and other servers
provides our clients with rapid delivery, custom configuration, cost savings and
enhanced quality control. However, for clients who require high-end servers, we
are an authorized reseller of Compaq, Toshiba, Hewlett Packard, IBM, Microsoft
and other well-recognized brands as described below.


                                       10
<PAGE>

         We have been authorized to resell products from major vendors. We have
authorizations from 3Com Systems, Acer, Cisco Systems, Hewlett-Packard/Compaq,
IBM, Intel, Lexmark, Microsoft, Novell and Toshiba. These reseller
authorizations are referred to in the promotional materials of these vendors as
"business partnerships".

         MIAD'S responsibilities as an authorized reseller includes securing
orders for the vendor's product and to provide pre- and post-sale support to the
client. This support does not include maintenance which is a separate
authorization which must be independently applied for and approved. The vendor
also has certain responsibilities under the reseller agreement which include
providing authorization to resell products, providing technical product
assistance, direct communication and providing the reseller with advance
confidential information on upcoming product announcements, access to literature
and product/sales training.

         We have recently been authorized by Itronix Corporation to resell their
ultra-rugged wireless mobile computers. Itronix is one of the two major
providers of these specialized products in a rapidly growing segment of the
industry.

         In addition, we are authorized by Microsoft for all software in
addition to being certified as an original equipment manufacturer (OEM) for all
Microsoft products used in the MIAD ULTRA(R) line sold to MIAD customers.

         We have arrangements with the major distributors in Canada to acquire
products. Although we are authorized by the manufacturer to resell their
products, we deal directly with their distributors from whom we actually
purchase the products which we resell to end users. Our acquisition of products
from Ingram-Micro and Synnex, the two largest distributors from whom we acquire
approximately 90 % of our products, is based on product availability, price,
credit availability and service. We currently have General Security Agreements
with Ingram Micro and Synnex which secure payment for all goods and services we
purchase from them for resale.

         As a reseller, we earn our revenues through the resale of the products
and services we purchase from our vendors, such as IBM, Toshiba,
Hewlett-Packard/Compaq, etc. through their distributors. We then resell the
products and services to our customers at our price which is higher than the
price we pay the distributor.

(G)      SERVICES AND SUPPORT

         In order to provide technology solutions for our clients, we complement
our computer assembly and distribution with value-added services and support.

                                       11
<PAGE>


Depot and On-Site computer repair
---------------------------------

         As one of a small number of authorized service facilities in Ontario
for IBM, Toshiba, Hewlett-Packard/ Compaq, etc., we are authorized to provide
warranty and repair maintenance for desktops, notebooks, servers, peripherals,
etc. We provide these services to the client base where we have sold the
hardware. In other instances, the computer user has acquired his computer from
one of the many non service-authorized vendors and now needs warranty or
maintenance repair. The vendor, IBM, for instance will recommend that the client
deal with an authorized service provider such as MIAD. Not only do we generate
revenue from the service provided, we also acquire a new prospect for other
services and future computer sales.

         We have expanded our penetration of the depot market to the point that
we now have over 300 computers per month ( principally notebooks) brought in to
our depot for repair. We have recently become authorized by Epson Canada to
provide repair and warranty service for their Point-of-Sale (POS) printers. We
have already commenced providing these repair and warranty services to a number
of corporate, institutional and municipal organizations.

Networking Services
-------------------

         As a provider of IT solutions, we have the personnel, expertise,
experience and partners to provide turn-key network solutions, from peer-to-peer
networks to 200+ station Novell or Microsoft NT and XP networks. We provide
network design and consultation, facility cabling, project management, network
implementation and support. We work with our clients to provide solutions that
not only meet their current requirements, but will allow integration of future
growth and technology.

Customized Service and Support
------------------------------

         We have developed customized solutions for specific clients which are
now available to our total client base. The services include: prepaid two-way
courier service for depot repair; customer advance exchange programs for
specific devices/peripherals; software imaging and custom software loading; data
recovery; etc.

E-Commerce Consulting
---------------------

         Web enablement and e-commerce communication has arrived as a
requirement at a very rapid pace for our client base. Fortunately we had on
staff and had access to a pool of talented and experienced web-enabling
professionals. We have been able to quickly and


                                       12
<PAGE>

professionally develop web presences for our clients, allow them to be
registered in a position of prominence with the major search engines, and to
communicate with their users. We have developed web-enabled asset management
tools that handle conflict management. We have also developed tools that allow
the non-technical client users to edit and update the web sites that we have
created.

Technical Procedures
--------------------

         We believe that on-going service and support is the basis for any
long-term partnership with clients.
         At our Markham facility, we have a permanent repair facility with test
equipment, anti- static procedures, a testing LAN set up for product testing and
problem recreation. Our tests can be run under XP, NT, Novell or Windows
95/98/2000.

         For depot repair, the client's system is registered with the service
co-ordinator at the reception area, transferred to the service department where
diagnosis is performed by the MIAD technician. Repair is effected or new parts
are ordered from the manufacturer and installed on the system to replace the
defective components. Turnaround time depends on parts availability from the
manufacturer (IBM, H-P, etc.) But generally averages 2 working days.

         For on-site service, initial support calls are placed to our 1-(800)
toll-free number or local phone lines are directed to the technical support
team. We currently have Certified Novell-Netware Engineer ("CNE") and Microsoft
Certified Engineer ("MSCE") personnel along with technicians who specialize in
the manufacturing and support of our ULTRA(R) Series computers. Calls are
answered immediately or a technician will return a call within 30 minutes.
Problem escalation is directed to the service manager. We provide telephone
technical support as well as on-site service. Our on-site service offerings are
from 8:00 a.m. to 6:00 p.m. with after hours and weekend service available upon
request.

         We use a customized service tracking program to track service calls.
With this tracking program, we track customer information, service issues,
problem resolution, parts usage and serial numbers. This information is then
transferred to our accounting system for invoicing.

         MIAD has also added a new service database that provides customers with
secure remote access to query the status of a repair. This allows them the
facility to pre-plan their service and preventative maintenance needs from their
own site.

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<PAGE>

(H) MARKETING AND DISTRIBUTION

         Demand for computer systems in the corporate and institutional
marketplace is driven by many factors, the most significant being price, brand
name recognition, the ability of the system to be customized to the client's
needs and desires, and delivery in a timely manner. Management is not aware of
any manufacturer that currently has a computer system which can meet all of a
client's requirements and desires. The major computer vendors such as IBM,
Hewlett-Packard/Compaq do not custom build computer systems. They do, however,
generally have available 100 to 300 models of reasonably priced pre-configured
computer systems. Conversely, other vendors such as Dell (and MIAD in Canada) do
not typically provide mass produced pre-configured systems but, rather, custom
build systems. For those large users whose businesses require a custom
configured system, a brand name system from a manufacturer such as IBM,
Hewlett-Packard/Compaq is typically not an option due to the fixed nature of
their mass produced computer systems. It is the build-to-order system available
from Dell (and MIAD in Canada) that provides these customers with the unique
custom configuration they need with reasonable pricing and rapid delivery.

         We are significantly smaller than Dell and do not have the name
recognition that they enjoy. This is a competitive disadvantage which is
difficult to overcome due to their greater financial resources. Due to our
smaller size, however, we are able to deal face-to-face with our customers and
develop personal relationships which does provide us with an advantage that our
competitors lack due to their size. In addition, we can usually offer faster
delivery, if necessary, and carry no inventory.

         Our current client base is primarily focused in five major market
segments. This includes (1) major corporate accounts; (2) institutional accounts
to acute care facilities ; (3) utilities (4) municipalities and (5) educational
which includes many of the top private schools and community colleges in
Ontario.

         At this stage of our development, we are still a relatively small
player in the Canadian marketplace. However, we believe that we have the
structure and the strategic plan which we expect will allow us to become a
significant player in the Canadian IT systems and services business. We are not
yet measuring market share in either the corporate, utility, municipal, or
institutional fields. We have had significant success in penetrating the Ontario
private school and community college markets. Although we have secured many of
the top name institutions as our clients, our market share is also still in the
single digit range.

         We intend, during the coming fiscal year, to add sales representatives
to the Toronto territory, develop our new southwestern Ontario territory, focus
on new accounts generally and the Itronix product line specifically and increase
exposure on our service offerings featuring IBM, H-P/Compaq warranty and repair
service, refine and improve our electronic presence with emphasis on small and
medium business, increase our educational, web-hosting and e-commerce services
to our client base.

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<PAGE>

(I) COMPETITIVE BUSINESS CONDITIONS

         Our marketplace is a highly competitive environment. The IT product and
services selling industry is characterized by intense competition based
primarily on: price; product and services availability; speed and accuracy of
delivery; effectiveness of sales programs; credit terms and availability;
ability to tailor specific solutions to customer needs; knowledge of client
interface personnel; quality and breadth of product lines and services. We
believe that we compete favorably with each of these factors.

         We have the ability to provide our clients with either a MIAD custom
assembled system or with name brand resales. We do not typically compete with
major name brand companies such as IBM, Hewlett-Packard / Compaq or Toshiba in a
situation where the client requires a custom assembled system to meet its unique
specifications. In such situations, it is the customization package and not
price considerations that enable us to attract and maintain customers. When we
do compete with a Dell, they have certain competitive advantages such as their
materially greater financial resources, name recognition and buying power. Size,
however, does have its limitations. Unlike our major, well-financed and
well-known competitors, we are able, due to our smaller size, to work
face-to-face with our customers and develop working, personal relationships. We
do not have the additional expense of carrying inventories and we can, if
necessary, provide a faster delivery time in many instances.

         When our role is reselling, high-end name-brand services (such as IBM
and H-P/Compaq), to clients and potential clients, we find ourselves competing
with other resellers such as NexInnovations (formerly EDS/Systemshouse), Quiet
Touch Computers, GE Capital Corp., Microage, Compugen, etc. We believe that we
are competitive with these resellers because of our authorizations to service
the brand name lines such as IBM, Toshiba, H-P/Compaq and our ability to provide
technical support, repair, education, networking and installation services.
These factors enable us to effectively compete with larger, better financed
companies. We also work closely with our educational clients to experiment with
new technologies for their businesses and work with educational associations to
secure special prices and configurations for these clients. In addition, we also
offer our clients technical training, web-hosting and e-commerce services. We
believe that these additional services provides us with a competitive edge over
our competitors and that sets us apart.

(J) SOURCES OF SUPPLY

         For our "build-to-order" MIAD ULTRA(R) line of business computers, we
purchase name brand quality products from manufacturers such as Intel, Quantum,
ATI, Seagate, Maxtor, Panasonic, Acer, LG Electronics, Fujitsu, and others. Our
purchase of these components is based on price, service and availability from
among a number of distributors based in the Toronto area. These distributors
include Synnex Canada, Supercom, Scan Tech, Bell Micro Products, Ingram Micro
Canada, GB Micro, Tech Data Canada.


                                       15
<PAGE>

         When we supply high end servers from IBM, Hewlett-Packard / Compaq,
Toshiba and others, we also acquire the products based on prices, service and
availability primarily from the larger international distributors in the Toronto
area (Synnex Canada, Ingram Micro Canada, Tech Data Canada, etc.). Supplies for
brand name products from major vendors such as IBM, Compaq, etc. are readily
available from the major distribution companies in Canada, including Ingram
Micro Canada which is the largest in Canada. The major vendors supply the
distributors who, in turn, supply major vendor approved resellers such as MIAD.

         For components required for the ULTRA(R) "build-to-order" model, some
of the peripheral products are identical to those found on the IBM and Compaq
systems and are available from the distributors. More unique devices, such as
cases and memory, are available from component suppliers. The computer products
and accessories that we provide our clients are obtained by us directly from the
manufacturer. This is similar to the manner in which an automobile dealer
acquires service parts and products from the automobile manufacturer such as
Ford or General Motors.

         Shortages of supply typically are not company specific but rather
industry-wide and are generally caused by natural disasters such as the
earthquakes in Taiwan and Japan in the past few years that affected chip
production on a worldwide basis.

(K) DEPENDENCE ON MAJOR CUSTOMERS

         Our current customer-base is well diversified and spans multiple
industry groups. These include major corporate, institutional, municipal,
utility and educational customers.

         With a focus on specific industries, we have grown our client-base by
concentrating on diversifying our penetration of each of the specific industry
groups. In the fiscal year ended September 30, 2002, no single client
represented 10% or more of our revenue. For the current fiscal year, ending
September 30, 2003 Lambton County represented approximately 16% of our revenue.

(L) INTELLECTUAL PROPERTY

         We do not have any patents but rely upon licenses from the companies
whose products we purchase. For our MIAD ULTRA(R) line of "build-to-order"
business computers, we are authorized by a non-exclusive license agreement with
IBM to use IBM's licensed patents for personal computers and servers for which
we pay IBM an annual fee.

                                       16
<PAGE>

         The name of our "build-to-order" business computer, the MIAD ULTRA(R),
is trademarked in Canada. There are currently no plans to trademark the MIAD
ULTRA(R) line in the United States although we may decide to do so at a later
date.

(M) GOVERNMENT APPROVAL REGULATION AND ENVIRONMENTAL COMPLIANCE

         In Canada, computer systems and computer components must be CSA
(Canadian Standards Association ) certified. This certification is virtually the
same as the Underwriters Laboratories (UL) certification in the United States.
We only purchase systems and components that are CSA certified.

         We are subject to Canadian provincial and federal laws governing our
relationship with employees, including minimum wage requirements, overtime,
working and safety conditions requirements. We presently are not the subject of
any governmental proceeding and we are currently in compliance with provincial
and federal regulations in Canada.

(N) RESEARCH AND DEVELOPMENT

         We do not perform research and development ("R & D") in the traditional
sense. Rather, our R&D activities are primarily focused on
researching/evaluating/sourcing, and quality improvements for the products that
we integrate into our MIAD ULTRA(R) "build-to- order" business computer systems.
This R&D activity is conducted in the technical lab on our premises.

(O) EMPLOYEES

         As of the date of this filing, we employ 12 persons (all of which are
full-time employees). None of our employees are covered by a collective
bargaining agreement. We believe that our employee relations are satisfactory.

ITEM 2. PROPERTIES

         Our facilities are located at 43 Rivera Drive, Unit 6, Markham,
Ontario, Canada. The facility is a modern, secure, industrial brick and concrete
block building. We currently occupy 9,800 square feet of warehouse, assembly,
service and office space. The current lease expires in November 2005. Our
monthly rent is $6,650 (Canadian including taxes) per month.

                                       17
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

         From time to time, the Company may be a party to certain claims, suits
and complaints which arise in the ordinary course of business. Currently, there
are no such claims, suits or proceedings, which, in the opinion of management,
if decided against the Company would have a material adverse effect on the
Company's financial position.

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

         Our Annual Meeting of Shareholders was held on August 20, 2003. The
purpose of the meeting was to re-elect Michael Green to serve as a director and
ratify the appointment of Brodeur, Dennis Chartered Accountants to serve as the
Company's independent auditor for the current fiscal year. Mr. Green was the
Company's only director prior to the annual meeting and was the only person to
stand for election to the Board of Directors. These resolutions were passed by
100 % of the shareholders represented in person or by proxy representing
3,514,500 shares which is 94.7 % of the issued and outstanding shares of the
Corporation.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock currently trades on the over-the-counter bulletin
board (OTC:BB) under the trading symbol "MIADF". From June 1999 until our
listing on the OTC:BB in November 2001, we traded in the "pink sheets" under the
trading symbol "MIAD". The following table sets forth the high and low bid
prices of our common stock (USD) for each calendar quarter and subsequent
interim period since our common stock commenced actual trading, as reported by
the National Quotation Bureau and represents inter dealer quotations, without
retail mark-up, mark-down or commission and may not be reflective of actual
transactions:


                                       18
<PAGE>

1999                                        High                         Low
----                                        ----                         ---
Quarter ended June 30                    $  1.00                       $ 1.00
Quarter ended September 30                  1.50                         1.00
Quarter ended December 31                   2.375                        1.375

2000
----
Quarter ended March 31                      2.375                        2.1875
Quarter ended June 30                       3.25                         2.375
Quarter ended September 30                  2.80                         2.6825
Quarter ended December 31                   2.75                         2.75

2001
----
Quarter ended March 31                      2.00                         1.25
Quarter ended June 30                       2.00                         1.96
Quarter ended September 30                  2.25                         1.75
Quarter ended December 31                   2.25                         1.75

2002
----
Quarter ended March 31                      1.90                         1.01
Quarter ended June 30                       2.00                         1.05
Quarter ended September 30                  1.50                         0.29
Quarter ended December 31                   0.25                         0.15


2003
----
Quarter ended March 31                      0.19                         0.07
Quarter ended June 30                       0.35                         0.09
Quarter ended September 30                  0.35                         0.18
Quarter ended December 16                   0.25                         0.12


                                       19
<PAGE>

         There can be no assurances that an active public market for the common
stock will develop or be sustained.

Holders:
--------

         As of September 30, 2003 there were 3,711,400 shares issued and
outstanding and 47 shareholders of record.

Dividends:
----------

         We have not declared any dividends. There are no restrictions on the
common stock that limit the ability of us to pay dividends if declared by the
Board of Directors and the loan agreements and general security agreements
covering the Company's assets do not limit its ability to pay dividends.

          The holders of common stock are entitled to receive dividends when and
if declared by the Board of Directors, out of funds legally available therefore
and to share pro-rata in any distribution to the stockholders. Generally, the
Company is not able to pay dividends if after payment of the dividends, it would
be unable to pay its liabilities as they become due or if the value of the
Company's assets, after payment of the liabilities, is less than the aggregate
of the Company's liabilities and stated capital of all classes.

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

         Except for the historical information contained herein, the matters
discussed in this report are by their nature forward-looking. For the reasons
stated in this report or our SEC

                                       20
<PAGE>


filings, or for various unanticipated reasons, actual results may differ
materially. Our operating results may fluctuate on a quarter-to-quarter basis as
a result of a number of factors, including the competitive and economic factors
affecting the Canadian market, production and assembly delays or difficulties,
and the degree of acceptance that the Company's products achieve during the
year.

          The following discussion and analysis provide information that we
believe is relevant to an assessment and understanding of our results of
operation and financial condition for the fiscal year ended September 30, 2003.

          The following discussion should be read in conjunction with the
Financial Statements and related Notes appearing elsewhere in this Form 10-KSB..

         All figures stated herein are in Canadian dollars.

RESULTS OF OPERATIONS
---------------------

Twelve months ended September 30, 2003 compared to same period in 2002.

         Revenues
         --------

         For the fiscal year ended September 30, 2003 our revenues increased by
10% from $7,880,304 in the same period in 2002 to $8,668,856. IDC and ERC, the
largest industry watchers in Canada report that, despite a strong rebound in the
US economy in 2003, and numerous signs both in Canada and internationally that
IT spending is trending up, this year goes down as a bleak year for Canadian
resellers's (MIAD's industry). The industry, in Canada, experienced a decline of
9.2%. MIAD's revenue increase for the current fiscal year is positive evidence
of the success of the company's marketing plan and strong focus on new finding
and closing new account business.

         During the downturn in the economy since 2001, MIAD took steps which
management believed would reduce the impact of the declining economy on its
business and prepare for the anticipated upturn as to which no assurances can be
given. These steps include maintaining relationships and authorizations with the
major vendors of servers, desktop and laptop systems, as well as seeking and
securing additional service and product authorizations from top name suppliers
and investing in additional technical staff training. MIAD has recently been
successful in securing distribution rights, in Canada, for Itronix Corporation
who provide leading-edge rugged wireless computer systems in the United States
which are used in the public sector, utilities and distribution industries. The
ruggedized wireless portable computer systems marketplace is currently a growth
segment of the industry. IBM Canada has continued to feature MIAD in its
advertising campaigns in major business publications; MIAD has appeared in over
ten IBM ads in the last year. IBM Canada has recently published a new sales
brochure that features MIAD's


                                       21
<PAGE>


success in providing quality products and services in the municipal government
marketplace.

         The economic downturn has contributed to competitive pressures on
pricing and margins. MIAD has a lower profit margin on major vendor products
which it resells, particularly laptop computers. Management expects that
revenues from service activities such as repair, maintenance, networking and web
design will, to a limited extent, offset some of the lost revenues from product
sales. Further, since margins from service activities are currently higher than
those from product sales, it is anticipated that current gross margins as a
percentage of total sales can be maintained or improved, although this cannot be
assured.

         The Company's success in implementing its strategic objectives, in
these difficult economic times, has resulted in a revenue increase and a net
profit for the current fiscal year.There is no assurance that this trend can be
maintained.

         Cost of Sales and Gross Profit
         ------------------------------

         Our gross profit on product sales increased 7.2% to $1,308,996 in the
fiscal year ended September 30, 2003 from $1,236,765 in the comparable period in
the previous fiscal year. This increase in total gross profit is a direct result
of our 10% increase in total revenue. The gross profit margin on product sales
decreased to 15.1 % in the fiscal year ended September 30, 2003 as compared to
15.7 % in the same fiscal year period ended September 30, 2002 as a result of
strong competitive pressures in the industry.

           Cost of sales includes the cost of materials for MIAD's custom
assembled systems, cost of purchases for products which are resold by MIAD and
the cost of parts in MIAD's service revenue. MIAD does not separately quantify
any of these costs.

         Operating Expenses
         ------------------

         Operating expenses decreased from 15.3% of revenue in the fiscal year
period ended September 30,2002 to 14.8% of revenue in the current fiscal year.
During the current fiscal year, we undertook a review of all expense items and
initiated cutbacks in selected areas. Operating expenses, in total, were
marginally increased from $1,203,877 in the fiscal year ended September 30, 2002
to $1,279,750 in the current fiscal. This marginal total dollar increase is
primarily attributable to the increased sales commissions on higher sales
volume,increased sales travel expenses and additions to technical staff. In the
current fiscal year, we reduced ongoing professional expenses incurred as a
reporting company by $32,612. Depreciation expense increased from $30,866 in the
previous fiscal year ended September 30, 2002 to $43,580 in the current fiscal
year due to the additional fixed assets. Interest expense decreased from $37,152
in the fiscal year ended September 30, 2002 to $24,602 in the fiscal year ended
September 30, 2003. Interest expense was payable to our major suppliers based on
the total amount and days outstanding of our accounts payable.


                                       22
<PAGE>

The continuing difficulties in the economy caused a delay in MIAD collecting
from its clients and conversely in remitting its outstanding balances to its
major suppliers.

 LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2003, we had cash on hand of $93,240 compared to
$191,445 as of year-end, September 30, 2002. The net working capital as of
September 30, 2003 was ($155,861) compared to the net working capital as of
year-end September 30, 2002 of ($191,354) reflecting an increase in net working
capital of $35,493. This increase is primarily due to our operating profit.
During the fiscal year ended September 30, 2003, we generated $79,128 from
operating activities compared to using $102,318 for the same period in the
previous fiscal year. Cash from financing activities decreased from nil in the
comparable twelve-month period in the last fiscal year to ($140,000) in the
twelve-month period ended September 30, 2003 due to loan repayments. MIAD added
$37,333 of capital assets in the twelve-month period ended September 30, 2003
compared to $226,633 of capital asset additions in the previous fiscal year.

         Two suppliers have security interests which are subordinate to any bank
security interest for all of the assets of MIAD. The total amount owed to the
two suppliers at September 30, 2003 was $1,807,322. MIAD's president has
personally guaranteed all the debts owing to these suppliers, Ingram Micro
Canada, Inc.and Synnex canada Inc.

         MIAD does not require the addition of any material capital assets and
does not currently have any material commitments for capital expenditures or
material purchase commitments for the fiscal year ending September 30, 2004.
MIAD's liquidity is derived primarily from cash flow from sales and external
sources. MIAD's external sources of liquidity consist of a possible increase in
the lines of credit with major distributors and possible bank financing.Such
increases in lines of credit with major distributors or bank or other debt
financing, if sought, may not be available, or if available, the terms may not
be satisfactory to the Company.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets. This Statement is
effective for years beginning after December 15, 2001. This statement addresses
financial accounting and reporting for acquired goodwill and other intangible
assets and supercedes APB Opinion No. 17, Intangible Assets. This statement also
addresses how goodwill and other intangible assets should be accounted for after
they have been initially recognized in the financial statements. The Company
feels this statement will not have a material impact on our financial
statements.


                                       23
<PAGE>

         In August 2001, the FASB issued Statement of Financial Accounting
Standards no. 143 ("SFAS 143") , Accounting for Asset Retirement Obligations,
which the Company will be required to adopt as of January 1, 2003. This
statement requires us to record a liability in the period in which an asset
retirement obligation ("ARO") is incurred. Also, upon initial recognition of the
liability, the company must capitalize additional asset cost equal to the amount
of the liability. In addition to any obligations that arise after the effective
date of SFAS 143, upon initial adoption, the company must recognize (1) a
liability for any existing AROs, (2) capitalized cost related to the liability,
and (3) accumulated depletion, depreciation, and amortization on that
capitalized cost. The Company is currently reviewing the provisions of the
statement and assessing their impact on our financial statements. The Company
feels this statement will not have a material impact on our financial
statements.

         In November 2001, the FASB issued Statement of Financial Accounting
Standards no. 144 ("SFAS 144") , Accounting for the Impairment or Disposal of
Long-Lived Assets, which supercedes FASB Statement no. 121 , Accounting for the
Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of ("SFAS 121 ") .This statement is effective for years beginning after
December 15, 2001. This statement retains the fundamental provisions of SFAS 121
related to the recognition and measurement of the impairment of long-lived
assets to be held and used. However, it provides additional guidance on
estimating future cash flows and amends the rules related to assets to be
disposed of and held for sale. The Company is currently reviewing the provisions
of the statement and assessing their impact on our financial statements. The
Company feels this statement will not have a material impact on our financial
statements.

         MIAD is currently evaluating these statements but does not expect that
they will have a material impact on its financial position, results of
operations, or cash flows.

FORWARD-LOOKING STATEMENTS
--------------------------

         In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995(the "Reform Act"), the Company is providing
cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in
forward-looking statements made herein. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions of
future events or performance are not statements of historical facts and may be
forward-looking. These forward-looking statements are based largely on the
Company's expectations and are subject to a number of risks and uncertainties,
including but not limited to, economic, competitive, regulatory, growth
strategies, available financing and other factors discussed elsewhere in this
report and in documents filed by the Company with the SEC. Many of these factors
are beyond the Company's control. Actual results could differ materially from
the forward-looking statements made. In light of these risks and uncertainties,
there can be no assurance that the results anticipated in the forward-looking


                                       24
<PAGE>

information contained in this report will, in fact, occur. Any forward-looking
statement speaks only as of the date on which such statement is made, and the
Company undertakes no obligation to update any forward- looking statement or
statements to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time and it is not possible for management to
predict all of such factors, nor can it assess the impact of each such factor on
the business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements.

ITEM 7.  FINANCIAL STATEMENTS

         The financial statements of the Company required by Regulation S-B are
attached to this report. Reference is made to Item 13 below for an index to the
financial statements an financial statement schedules.

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

         There have been no changes or disagreements with our accountants on
accounting and financial disclosure.



                                       25
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

         (A) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
         ------------------------------------------------------

         As of September 30, 2003, the directors and executive officers of the
Company, their ages, positions in the Company, the dates of their initial
election or appointment as director or executive officer and the expiration of
their terms as directors are as follows:

                                                                  Period Served
Name                  Age         Position                        as Director
----                  ---         --------                        --------
Michael Green         60          President, Chief Executive      Since
                                  Officer and Director            November 1996

John Pryce            38          Vice-President, Senior          N/A
                                  Sales Executive

         Michael Green has been our President and Chief Executive Officer and
Managing Director of our Board of Directors since September 1998. A chartered
accountant by training, Mr. Green has extensive experience in sales, marketing
and finance of computer products in Canada. From 1993 until September 1998, Mr.
Green was our Business Development Manager and was our only direct sales
representative in our early years of development. Mr. Green was President of
Technical Logistics Systems, a Canadian distributor of specialized printers and
computers from 1983 to 1992 when he joined Adrienne Green, his sister, to form
MIAD Systems Ltd. in 1993. From 1977 to 1983 he was one of the founders of ESSNA
Ltd., the distributor of Epson printers in Canada. From 1968 to 1972, Mr. Green
was an accountant with Price Waterhouse. After completing his required program
for licensing as a chartered accountant at Price Waterhouse, Mr. Green became
controller of Mercedes-Benz Canada from 1972 to 1974, then Controller of Memorex
Canada (a computer peripheral products company) from 1974 to 1977. Mr. Green
obtained his Bachelor of Arts degree from the University of Toronto and his
Chartered Accountant Certification in Ontario with Price Waterhouse.


                                       26
<PAGE>

         John Pryce is Vice-President and Senior Sales Executive since January
15, 2002. Prior to joining MIAD, Mr. Pryce was Vice-President of Micro
Alternative Solutions responsible for managing the day-to-day operations
including partnership relations, sales and marketing strategies, staffing,
profitability, direction and growth. Mr. Pryce's career includes ten years as a
systems account manager for NEC Canada and Filbitron Marketing, followed by five
years at Electrolab Systems as Western Canadian Sales Manager. Mr. Pryce is a
graduate of Centennial College of Arts and Technology in Marketing Management.

         All directors hold office until the next annual meeting of shareholders
of the Company and until their successors are elected and qualified. Officers
hold office until the first meeting of directors following the annual meeting of
shareholders and until their successors are elected and qualified, subject to
earlier removal by the Board of Directors.

         INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS:

         None of our officers, directors, promoters or control persons have been
involved in the past five (5) years in any of the following:

         (1)      Any bankruptcy petition filed by or against any business of
                  which such person was a general partner or executive officer
                  either at the time of the bankruptcy or within two years prior
                  to that time;

         (2)      Any conviction in a criminal proceedings or being subject to a
                  pending criminal proceeding (excluding traffic violations and
                  other minor offenses);

         (3)      Being subject to any order, judgment or decree, not
                  subsequently reversed, suspended or vacated, or any court of
                  competent jurisdiction, permanently or temporarily enjoining,
                  barring, suspending or otherwise limiting his involvement in
                  any type of business, securities or banking activities; or

         (4)      Being found by a court of competent jurisdiction (in a civil
                  action), the SEC or the U.S. Commodity Futures Trading
                  Commission to have violated a federal or state securities laws
                  or commodities law, and the judgment has not been reversed,
                  suspended, or vacated.

         (B) DIRECTORSHIPS

         None of the Company's executive officers or directors is a director of
any company with a class of equity securities registered pursuant to Section 12
of the Securities exchange



                                       27
<PAGE>

Act of 1934 (the "Exchange Act") or subject to the requirements of the Exchange
Act or any company registered as an investment company under the Investment
Company Act of 1940.

         (C) FAMILY RELATIONSHIPS
         ------------------------

         Michael Green, our President and Chief Executive Officer and a
director, and Adrienne Greene, a holder of more than 10% of our common stock,
are brother and sister.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth the compensation of our management for
the past four fiscal years. Michael Green, our President and Chief Executive
Officer is the only member of our current management that earned $100,000 or
more in each of the last four fiscal years.

<TABLE>
<CAPTION>
                                    Summary Compensation Table
                                                                                      Long Term Compensation
                                                                                      ----------------------
                           Annual Compensation                               Awards                        Payouts
                           -------------------                               ------                        -------
Name and                                                       Annual        Restricted                                    Other
principal         Fiscal        Base                           compen-       Stock           Under-lying     LTI           Comp-
position          Year          Salary           Bonus         sation        Awards          Options         Pay-outs      ensation
--------          ----          ------           -----         ------        ------          -------         --------      --------
<S>               <C>           <C>              <C>           <C>           <C>             <C>              <C>           <C>
Michael           2003          100,000          16,000        116,000       none            none             none          none
Green
President         2002          100,000          none          100,000       none            none             none          none
CEO and
Director          2001          180,000          15,000        195,000       none            none             none          none

                  2000          180,000          26,000        206,000       none            none             none          none

                  1999          135,000          15,000        150,000       none            none             none          none

John Pryce        2003           75,000          85,000        160,000       none            none             none          none
Vice
President         2002           53,125          10,000         63,125       none            25,000           none          none
(1)
</TABLE>


                                       28
<PAGE>


1) Mr. Pryce did not join us until January 2002.His bonus payments are actually
commissions earned as per his sales plan.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------

         All reports required by Section 16(a) of the Exchange Act were not
timely filed by all directors and beneficial owners of more than ten (10%)
percent of any class of equity securities of the Company registered pursuant to
Section 12 of the Act. The Form 3 for each of Mr. Green and for Ms. Green were
filed in November 2001.

OPTION GRANTS IN 2003
---------------------

         The Board of Directors granted no options in 2003.

AGGREGATED OPTION/EXERCISES AND FISCAL YEAR-END OPTIONS/EXERCISES
------------------------------------------------------------------
<TABLE>
<CAPTION>

                                             OPTIONS                                    EXERCISE
                                             -------                                    --------
                                                                                                          Shares
                                Shares                 Option              Start            Expiry        Exercised
Grant Month       Year          Optioned               Price               Date             Date          9/30/02
-----------       ----          --------               -----               ----             ----          -------
<S>               <C>           <C>                     <C>                <C>              <C>           <C>
June              1999          160,000                 $ 0.20             June/01          June/06       none

September         2001            40,000                $ 1.75             Sept/02          Sept/06       none

September         2002            25,000                $ 0.69             Sept/03          Sept/07       none
</TABLE>

                                       29
<PAGE>

                                                          Stock Options
                                                           Outstanding
                                                           -----------

Outstanding at beginning of year                              225,000

Granted during year                                                --

Exercised                                                          --

Canceled                                                          --

                                                           ----------

Outstanding at end of year (9/30/03)                          225,000


Exercisable at end of year (9/30/03)                           90,000

LONG TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE
----------------------------------------------

         None

COMPENSATION OF DIRECTORS
-------------------------

         None

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
------------------------------------------------------------------------
ARRANGEMENTS
------------

         (A)  EMPLOYMENT AGREEMENTS

         Mr. Green currently has a one year employment agreement that provides
for an annual salary of $200,000 (Canadian) per year. He also is entitled to
earn a sales commission at the rate of $5,000 for each $1,000,000 of sales
achieved by us in the fiscal year up to the first $10,000,000 of sales. If sales
exceed $10,000,000, he will receive a bonus of $20,000. For sales above
$10,000,000, his bonus will be $12,000 for each $1,000,000 of sales. Mr. Green
also will be entitled to receive a bonus of 4% of our pre-tax profit. The


                                       30
<PAGE>

employment agreement also provides a covenant by Mr. Green that he will not
compete with or solicit any business of MIAD for a three year period from
employment termination. This employment agreement has been extended for
additional one year terms and expires in October 2004. Mr. Green did not receive
the full amount to which he was entitled , as per his compensation agreement, in
the fiscal year ended September 30, 2003. In addition, Mr. Green has personally
guaranteed all debts owing to Ingram Micro Canada, Inc.and Synnex Canada MIAD's
major suppliers.

         Mr. Pryce has a one year employment agreement that provides for an
annual salary of $75,000 (Canadian per year). He is entitled to earn sales
commission based on his personal sales and a bonus based on the profitability of
business closed. This employment agreement commenced on January 15, 2002 and
expired on January 14, 2003.This agreement has been extended for an additional
one year term and expires in January 2004.

         (B) TERMINATION OF EMPLOYMENT AGREEMENTS

                  None

          (C) CHANGE OF CONTROL ARRANGEMENTS

                  None

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

         (A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         ---------------------------------------------------

         The following information relates to those persons who are the
beneficial owners of five percent or more of our outstanding voting common
stock:
<TABLE>
<CAPTION>

Title of                Name and Address of                 Amount and Nature of
Class                   Beneficial Owner                    Beneficial Owner (1)            Percentage of Class (2)
-----                   ----------------                    --------------------            -----------------------
<S>                                                         <C>                             <C>
Common                  Michael Green                       1,960,000                       52.8%
                        178 Ridley Blvd.
                        Toronto, Ontario, Canada

Common                  Adrienne Green                      490,000                         13.2%
                        5096 Bloomington Road
                        Stouffville, Ontario,
                        Canada
</TABLE>

(1) These shares are directly owned by each individual.
(2) Percentage is based upon 3,711,400 shares of common stock outstanding on
September 30, 2003.



                                       31
<PAGE>

         (B) SECURITY OWNERSHIP OF MANAGEMENT
         ------------------------------------

         The following table has been completed for each of the shares of common
stock beneficially owned by our directors, nominees, and executive officers and
all officers and directors as a group:
<TABLE>
<CAPTION>

                         Name and Address of            Amount and Nature of
Title of Class           Beneficial Owner               Beneficial Owner (1)           Percentage of Class (2)
--------------           ----------------               --------------------           -----------------------
<S>                      <C>                            <C>                            <C>
Common                   Michael Green                  1,960,000                      52.8%
                         178 Ridley Blvd.
                         Toronto, Ontario,
                         Canada

All officers and                                        1,960,000                      52.8%
directors as a
group (1 person)
</TABLE>

(1) These shares are directly owned by the individual.
(2) Percentage is based upon 3,711,400 shares of common stock outstanding on
September 30, 2003.

STOCK OPTION PLAN

         In June 1999 the Board of Directors approved a Stock Option Plan (the
"Plan") which authorizes that up to a maximum of 15% of the Company's issued and
outstanding common stock is available to be issued under the Plan to those
persons who can participate in the Plan in accordance with its terms. Options to
purchase an aggregate of 160,000 shares of our common stock (the "Options") were
approved by the Board of Directors in June 1999 for two persons and ratified by
our shareholders when they approved the Plan at our shareholders meeting held on
April 24, 2001. The Options have an exercise price of $.20 (USD) per share and
are exercisable, in part, at any time from June 17, 2001 until June 17, 2006.
The exercise price was determined by the Board at a time prior to the Company's
common stock being listed for trading in the "pink sheets". Options to purchase
an aggregate of 40,000 shares of our common stock were approved by the Board of
Directors on September 24, 2001. These options have an exercise price of $1.75
(USD) per share and are exercisable, in part, at any time from September 24,
2002 until September 24, 2006. In addition, options to purchase an aggregate of
25,000 shares of our common stock were approved by the Board of Directors on
September 20, 2002. The options have an exercise price of $0.69(USD) per share
and are exercisable, in part, at any time from September 20,2003 until September
20,2007. In both of these latter instances, the exercise price per share of
common stock was the fair market value on the date on which the option was
granted The Plan provides that no resident of the United States may be a
participant in the Plan unless such participation would not


                                       32
<PAGE>


violate any applicable securities or other laws of the United States or any
state, territory or possession of the United States.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the past two (2) years, we have not entered into a transaction
with a value in excess of $60,000 with an officer, director or beneficial owner
of 5% or more of our common stock except as described under Item 9(c) entitled
"Identification of Certain Significant Employees" and Item 4. entitled
"Employment Agreements" and as follows:

         In July 2000, we entered into security agreements with each of our two
major suppliers. Our President, Michael Green, has personally guaranteed all of
the debts owing to Ingram Micro Canada, Inc. and Synnex Canada.. The amount of
the debt guaranteed by Mr. Green to Ingram Micro at September, 2003 was $275,470
(Canadian) and to Synnex Canada was $1,531,944 (Canadian).

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 10-K

         (A)      DOCUMENTS FILED AS A PART OF THIS REPORT
                  ----------------------------------------
                  See Part F/S below for an index to the Financial Statements
                  attached which are included as an integral part of this
                  Report.

         (B)      REPORTS ON FORM 10-K
                  --------------------
                  None

PART F/S. FINANCIAL STATEMENTS OF MIAD SYSTEMS, LTD.

         Independent Auditor's Report
         Audited Balance Sheet as of September 30, 2003 and 2002 Audited
         Statements of Operations for the year ended September 30, 2003
               and  2002
         Audited Statement of Shareholders' Equity for the year ended
               September 30, 2003 and 2002
         Audited Statements of Cash Flows for the year ended September 30, 2003
               and 2002
         Notes to Audited Financial Statements


                                       33
<PAGE>

                                INDEX TO EXHIBITS

         3.0      Articles of Incorporation of MIAD Systems Ltd.*
         3.1      Articles of Amendment of Articles of Incorporation*
         3.2      Bylaws*
         4.0      Warrant Certificate*
         10.0     Office Lease dated November 14, 1996*
         10.1     Lease Renewal Agreement dated September 13, 2001**
         10.2     Employment Agreement for Michael Green dated October 1, 1999*
         10.3     Renewal Employment Agreement for Michael Green dated
                    October 1, 2003 ****
         10.4     Employment Agreement for John Pryce dated
                    November 22, 2001 ***
         10.5     Renewal Employment Agreement for John Pryce dated
                    October 1, 2003 ****
         10.6     Stock Option Plan*
         10.7     Security Agreement with Merisel Canada, Inc.*
         10.8     Security Agreement with Ingram Micro Canada, Inc.*
         31       Certification pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002
         32       Certification pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002

---------------------
*    Filed as an exhibit to Form 10-SB filed with the SEC on July 10, 2001
**   Filed as an exhibit to Form 10-KSB filed with the SEC on January 14, 2002
***  Filed as an Exhibit to Form 10-KSB filed with the SEC on December 19, 2002
**** Previously Filed


                                       34
<PAGE>



                                 SIGNATURE PAGE
                                 --------------


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


                                            MIAD  SYSTEMS, LTD.


Date:   February 4, 2004                    By: /s/ Michael A.S. Green
                                                --------------------------
                                            Michael A. S. Green, President
                                              and Principal Financial Officer


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




/s/ Michael A.S. Green                      February 4, 2004
---------------------------
 President and Director



                                       35

<PAGE>

                                MIAD SYSTEMS LTD.

                              FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002

                                       AND

                          INDEPENDENT AUDITORS' REPORT


<PAGE>


                                MIAD SYSTEMS LTD.

                          INDEX TO FINANCIAL STATEMENTS


                                                                      PAGE
--------------------------------------------------------------------------------

    Independent Auditors' Report                                       F-2

    Balance Sheets                                                     F-3

    Statements of Operations                                           F-4

    Statement of Shareholders' Equity                                  F-5

    Statements of Cash Flows                                           F-6

    Notes to Financial Statements                                   F-7 - F-13


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
MIAD SYSTEMS LTD.

We have audited the balance sheets of MIAD SYSTEMS LTD. as at September 30, 2003
and 2002, and the statements of operations, shareholders' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as of September 30, 2003 and
2002 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.
There are no differences between United States GAAP and Canadian GAAP as they
relate to the financial statements of MIAD SYSTEMS LTD.; see note 12 for certain
disclosure differences.







                                    /s/ Brodeur Dennis Chartered Accountants

                                            Brodeur Dennis Chartered Accountants
Richmond Hill, Ontario
December 18, 2003

                                      F-2
<PAGE>

                                MIAD SYSTEMS LTD.

                                 BALANCE SHEETS
                           SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

                         ASSETS                          2003            2002
--------------------------------------------------------------------------------

CURRENT ASSETS:
    Cash and cash equivalents                        $    93,240    $   191,445
    Accounts receivable, net (Notes 2 and 4)           1,580,541        929,351
    Inventories (Notes 2 and 4)                           96,937        211,906
    Prepaid expenses                                      30,029         11,218
    Due from director (Note 5)                           140,000             --
                                                     --------------------------

                                                       1,940,747      1,343,920

CAPITAL ASSETS (NOTE 3)                                  220,895        227,142
                                                     --------------------------

                                                     $ 2,161,642    $ 1,571,062
                                                     ==========================

                       LIABILITIES
--------------------------------------------------------------------------------

CURRENT LIABILITIES:
    Accounts payable and accrued charges (Note 4)    $ 2,096,608    $ 1,535,274
                                                     --------------------------

                                                       2,096,608      1,535,274
                   SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------

CAPITAL STOCK (NOTE 6)

  First Preference shares without par value,
           authorized - unlimited;
           issued and outstanding - Nil
  Common shares without par value,
           authorized - unlimited;
           issued and outstanding 3,711,400
           at September 30, 2003;
           3,711,400 at September 30, 2002               590,299        590,299

DEFICIT                                                 (525,265)      (554,511)
                                                     --------------------------

           TOTAL STOCKHOLDERS' EQUITY                     65,034         35,788
                                                     --------------------------

           TOTAL                                     $ 2,161,642    $ 1,571,062
                                                     ==========================


 On Behalf of the Board:

/s/ Michael Green          Director
--------------------------

See notes to financial statements

                                      F-3
<PAGE>

                                MIAD SYSTEMS LTD.

                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

                                                       2003         2002
----------------------------------------------------------------------------

SALES, HARDWARE AND SOFTWARE                        $8,169,942    $7,782,404
SALES, WEB DESIGN AND NETWORKING SERVICE               498,914        97,900
                                                    ------------------------

Total sales                                          8,668,856     7,880,304
                                                    ------------------------

COST OF SALES, HARDWARE AND SOFTWARE                 7,057,106     6,632,801
COST OF SALES, WEB DESIGN AND NETWORKING SERVICE       302,754        10,738
                                                    ------------------------

TOTAL COST OF SALES                                  7,359,860     6,643,539
                                                    ------------------------

GROSS MARGIN                                         1,308,996     1,236,765
                                                    ------------------------
OPERATING EXPENSES
    Wages and benefits                                 876,970       798,634
    Salesmen's auto, travel and promotion              125,311       111,870
    Rent                                                79,826        71,837
    Telephone                                           41,718        34,482
    Office and general                                  29,305        32,845
    Professional fees                                   26,571        59,183
    Interest on loans payable                           24,062        37,152
    Advertising                                         14,382         5,550
    Utilities                                            9,154         7,822
    Bank charges                                         5,971         5,839
    Insurance                                            2,900         2,797
    Bad debts                                               --         5,000
    Depreciation                                        43,580        30,866
                                                    ------------------------

TOTAL OPERATING EXPENSES                             1,279,750     1,203,877
                                                    ------------------------

INCOME BEFORE PROVISION FOR INCOME TAXES                29,246        32,888
                                                    ------------------------
PROVISION FOR INCOME TAXES                                  --            --
                                                    ------------------------

NET INCOME                                          $   29,246    $   32,888
                                                    ========================


NET EARNINGS PER COMMON SHARE
    Basic and fully diluted (Note 12(i))                  0.01          0.01

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
    Basic and fully diluted                          3,711,400     3,711,400


See notes to financial statements

                                      F-4
<PAGE>

                                MIAD SYSTEMS LTD.

                        STATEMENT OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>
                                         Common Shares
                                     ----------------------
                                       Shares       Amount     (Deficit)        Total
--------------------------------------------------------------------------------------
<S>                                  <C>          <C>          <C>           <C>
Balances September 30, 2001          3,711,400    $ 590,299    $(587,399)    $   2,900
    Net income for the year ended
    September 30, 2002                      --           --       32,888        32,888
                                     -------------------------------------------------

Balances September 30, 2002          3,711,400      590,299     (554,511)       35,788
    Net income for the year ended
    September 30, 2003                      --           --       29,246        29,246
                                     -------------------------------------------------

Balances September 30, 2003          3,711,400    $ 590,299    $(525,265)    $  65,034
                                     =================================================
</TABLE>

See notes to financial statements

                                      F-5
<PAGE>

                                MIAD SYSTEMS LTD.

                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

                                                          2003          2002
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                         $  29,246     $  32,888
    Adjustments to reconcile net income to net cash
     used in operating activities
        Depreciation                                      43,580        30,866
        Common shares issued for services                     --            --
        Changes in certain  assets and liabilities
           Accounts receivable                          (651,190)     (442,984)
           Inventories                                   114,969        31,950
           Prepaid expenses                              (18,811)        7,977
           Accounts payable and accrued charges          561,334       236,985
                                                       -----------------------
                                                          79,128      (102,318)
                                                       -----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                  (37,333)     (226,633)
                                                       -----------------------

                                                         (37,333)     (226,633)
                                                       -----------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from a director                             140,000       120,000
    Repayments to a director                            (280,000)     (120,000)
                                                       -----------------------

                                                        (140,000)           --
                                                       -----------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                (98,205)     (328,951)

CASH AND CASH EQUIVALENTS AT  BEGINNING OF YEAR          191,445       520,396
                                                       -----------------------

CASH AND CASH EQUIVALENTS AT END OF YEAR               $  93,240     $ 191,445
                                                       =======================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    Interest paid in cash during the period            $  24,062     $  37,152
                                                       =======================

    Income taxes paid in cash during the period        $      --     $      --
                                                       =======================

See notes to financial statements

                                      F-6
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

1.  DESCRIPTION OF BUSINESS
--------------------------------------------------------------------------------

         MIAD Systems Ltd. (the "Company") was incorporated in 1993 under the
         laws of the Province of Ontario and is primarily engaged in computer
         assembly, distribution and integration; computer warranty and
         maintenance service and e-business consulting.

2.  SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

    Basis of Accounting

         These financial statements are prepared in accordance with Canadian
         generally accepted accounting principles ("GAAP") which differ in
         certain respects with United States GAAP. United States GAAP disclosure
         requirements are presented in Note 10.

    Allowance for Doubtful accounts

         At September 30, 2003 and 2002, the allowance for doubtful accounts on
         accounts receivable was $5,000 and $5,000 respectively.

    Capital Assets and  Depreciation

         Capital assets are recorded at cost less accumulated depreciation. The
         useful lives of internal computers is eight years. The useful live of
         furniture and fixtures is eight years. Depreciation based upon the
         estimated useful lives of the assets is calculated as follows.

                  Office Equipment            - 30%  declining balance  method
                  Computer equipment          - 30%  declining balance  method
                  Computer software            straight-line over 60 months

    Cash and Cash Equivalents

         Cash and cash equivalents include all highly liquid investments with an
         original maturity of three months or less. The Company periodically
         maintains cash balances in financial institutions in excess of insured
         limits.

    Concentrations of Credit Risk

         The company has no significant off-balance sheet concentration of
         credit risk such as foreign exchange contracts, options contracts or
         other foreign currency hedging arrangements. Financial instruments that
         potentially subject the Company to a concentration of credit risk
         consist primarily of accounts receivable. Concentration of credit risk
         with respect to accounts receivable is limited to certain customers to
         whom the Company makes substantial sales. During fiscal year ended
         September 30, 2003, one single customer accounted for 16% of the
         Company's revenues. During fiscal year ended September 30, 2002, no
         single customer accounted for 10% of the Company's accounts receivable
         or revenues.

    Foreign Currency Transactions

         Monetary assets and liabilities denominated in a foreign currency are
         translated into Canadian dollars at the rate of exchange prevailing at
         the balance sheet date.


                                      F-7
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

2.  SIGNIFICANT ACCOUNTING POLICIES CONTINUED
--------------------------------------------------------------------------------

    Fair Value of financial instruments

         Cash, receivables, and accounts payable and accrued charges are
         reflected in the financial statements at fair value due to the short
         term maturity of those instruments. The fair values of the company's
         loans payable are the same as the recorded amounts because rates and
         terms approximate current market conditions.

    Inventories

         Inventories are valued at the lower of cost or net realizable value,
         with cost being determined on an average cost basis. As at September
         30, 2001 and 2000, inventory by major classification was as follows:

                                                 2003                  2002
        ---------------------------------------------------------------------
        Finished goods                         $ 28,000              $ 46,541
        Component parts                          68,937               165,365
                                               ------------------------------
                                               $ 96,937              $211,906
                                               ==============================

    Net Earnings (Loss) per Common Share

         Basic net earnings (loss) per share is computed by dividing net
         earnings (loss) available to the common shareholders by the weighted
         average number of common shares outstanding for the period. Diluted net
         earnings (loss) per share is computed by giving effect to all dilutive
         securities convertible into common shares.

    Revenue Recognition

         Reveues includes sales of hardware and software and services which is
         made up of web design and networking service. Revenues from the sales
         of products are recognized upon shipment and when all significant
         contractual obligation have been satisfied and collection is reasonably
         assured. The company ships products FOB our warehouse and uses common
         carriers to deliver the goods. Provision is made for an estimate of
         product returns and doubtful accounts and is based on historical
         experience.

         Revenue from the sales of software is recognized at the date of
         shipment to customers. The company ships software products FOB our
         warehouse and uses common carriers to deliver the goods.

         Revenue from network installations, warranty and repair service and
         e-business consulting are recognized after the completion of the
         service.

         Revenue from sales of multiple element arrangements has the Company
         allocating fees to the varoious elements based on their relative fair
         values for each element. Fair valuesa are determined based on separate
         price lists.

    Use of Estimates

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



                                      F-8
<PAGE>


                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

3. CAPITAL ASSETS
--------------------------------------------------------------------------------

                                             ACCUMULATED       NET       NET
                                   COST      DEPRECIATION      2003       2002
    ----------------------------------------------------------------------------
    Office equipment             $177,070      $ 69,913      $107,157   $112,485
    Furniture and fixtures         89,194        38,456        50,738     34,857
    Computer software              84,000        21,000        63,000     79,800
                                 -----------------------------------------------
                                 $350,264      $108,369      $220,895   $227,142
                                 ===============================================

4.  ACCOUNTS PAYABLE
--------------------------------------------------------------------------------

    During 2000, the Company signed General Security Agreements with two of its
    suppliers granting security over all of the assets of the company ranking
    after Metcan Information Technologies Inc.'s General Security Agreement and
    after any banking security. One supplier is owed $1,531,851 and the second
    supplier is owed $275,471. The company purchases the majority of its
    products from these two suppliers. The president of the company has
    personally guaranteed all debts owing to one of the suppliers.

5.  DUE FROM DIRECTOR
--------------------------------------------------------------------------------

    The amount due from director is non-interest bearing and has no set terms of
repayment.

6.  CAPITAL STOCK
--------------------------------------------------------------------------------

    The Company is authorized to issue an unlimited number of shares of common
    stock without par value (which is the common form of incorporation in
    Canada), of which 3,711,400 shares are issued and outstanding as of
    September 30, 2003. The holders of common stock are entitled to one vote per
    share held and have the sole right and power to vote on all matters on which
    a vote of shareholders is taken. The holders of the common stock do not have
    any preemptive rights to subscribe for or purchase any shares of any class
    of stock.

    The company is authorized to issue an unlimited number of first preference
    shares without par value of which none are issued and outstanding. The
    shares may be issued in one or more series with the designation, rights,
    privileges, restrictions and conditions to be fixed by the board by articles
    of amendment to the certificate of incorporation which must be approved by
    special resolution of the shareholders.

7.  TAX LOSSES
--------------------------------------------------------------------------------

    The Company has unrecorded non-capital income tax loss carryforwards that
    may be used to reduce future tax liabilities. Due to the uncertainty
    regarding the ultimate utilization of the net operating loss carryforwards,
    the Company has not recorded any net benefit of the loss carryforwards.
    These losses will expire in the following years:

                               2006           $ 84,000
                               2007           $123,000
                               2008           $195,000



                                      F-9
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

8.  LEASE OBLIGATIONS
--------------------------------------------------------------------------------

    Premises

    The Company's rent expense for the year ended September 30, 2003 was $79,826
    and the rent expense for the year ended September 30, 2002 was $71,836. The
    Company has negotiated an extension to the current lease for a term of four
    years ending November 30, 2005 at a rent of approximately $7,000 per month.

    Automobile.

    - 48 months to June 2007
    - annual payments $16,200 plus taxes

9.  LICENSING AGREEMENT
--------------------------------------------------------------------------------

    The company entered into a licensing agreement with International Business
    Machines Corporation (IBM) whereby the company has nonexclusive rights to
    sell certain licensed products in Canada. The company is required to pay
    flat annual fee for this right. The company paid $1,000 for fiscal 2003 and
    $1,000 for fiscal 2002.

10. RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

    During the year, a director advanced funds of $100,000 to the Company. A
    director is employed by the Company under a service contract and was paid
    $100,000.

11. CONTINGENT LIABILITIES
--------------------------------------------------------------------------------

    A former employee has commenced a lawsuit for wrongful dismissal and breach
    of contract. The company has filed a statement of defence and a
    counter-suit. Management can not determine the outcome of these claims at
    this time.

12. UNITED STATES GAAP DISCLOSURE REQUIREMENTS
--------------------------------------------------------------------------------

(i) NET INCOME (LOSS) PER COMMON SHARE
--------------------------------------------------------------------------------

    Under United States GAAP, SFAS No.128, "Earnings Per Share", requires the
    companies to replace the presentation of primary earnings per share ("EPS")
    with a presentation of basic EPS. The statements also requires dual
    presentation of basic and fully diluted EPS for all entities with complex
    capital structures. For the years ended September 30, 2003 and September 30,
    2002, basic and diluted weighted average common shares include only common
    shares outstanding. During fiscal 2002, the price of the warrants exceeded
    the average market value of the common shares and in March 2003 the warrants
    expired. The stock warrants, if exercised would have increased common shares
    outstanding at September 30, 2003 by nil and September 30, 2002 by 616,600
    shares.

                                      F-10
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)


(ii)  REVENUE RECOGNITION
--------------------------------------------------------------------------------

      The Company recognizes revenue in accordance with the provisions of
      Statement of Position 97-2, Software Revenue Recognition. Revenue from
      Software license fees is recognized when there is evidence of an
      arrangement, the product has been shipped, fees are fixed and determinable
      and the collection of the related receivable is probable.

      In December 1999, the Securities and Exchange Commission ("SEC") issued
      Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition". This SAB
      provides guidance on the recognition, presentation, and disclosure of
      revenue in the financial statements and is effective no later than the
      fourth quarter of fiscal years beginning after December 15, 1999. The SAB
      No. 101 draws on the existing accounting rules and defines the basic
      criteria that must be met before we can record revenue. The impact of
      adopting SAB 101 did not have a significant effect on the results of
      operations or financial position.

(iii) FREIGHT COSTS
--------------------------------------------------------------------------------

      Freight costs incurred for delivering goods to customers are included in
      cost of goods sold and amounted to $46,700 and $41,700 in 2003 and 2002,
      respectively. The Company generated $22,500 and $24,600 of freight
      revenues recharged to customers in 2003 and 2002, respectively, and these
      amounts are included in sales.

(iv)  STATEMENT OF COMPREHENSIVE INCOME
--------------------------------------------------------------------------------

      In Accordance with SFAS No. 130, "Reporting Comprehensive Income", the
      Company is required to report its comprehensive income. Other
      comprehensive income refers to revenue, expenses, and gains and losses
      that under generally accepted accounting principles are included in
      comprehensive income but are excluded from net income, as these amounts
      are recorded directly as an adjustment to stockholders' equity. A
      statement of comprehensive income is not presented since the Company has
      no items of the comprehensive income. Comprehensive income is the same as
      net income for the years presented herein.

(v)   EQUITY BASED COMPENSATION
--------------------------------------------------------------------------------

      The company stock option plan authorizes the granting of stock options to
      employees. Under the plan, the exercise price of the option equals the
      market price of the the Company's stock on the grant date. The option
      vests equally over four years with a maximum term of five years.

      The Company currently accounts for its equity based compensation using the
      accounting prescribed by Accounting Principles Board Opinion No. 25,
      Accounting for Stock Issued to Employees. Since the Company is not
      required to adopt the fair value based recognition provisions prescribed
      under SFAS No.123, accounting for stock based compensation, it has elected
      only to comply with disclosure requirements in SFAS No.123, which include
      disclosing pro forma net income as if the fair value based method of
      accounting had been applied. Fair value of the options was determined
      using an option-pricing model which considers the exercise price and
      expected life of the option as of the grant date, expected dividends on
      the units, volatility and the risk-free interest rate for the expected
      term of the option. No compensation was recognized under the Stock Option
      Plan during the period June 1, 1999 (inception) to September 30, 2002. Had
      compensation cost for the Company's Stock Option Plan been determined
      based on the fair value at the grant date consistent with the method of
      FASB statement 123, $4,241 of compensation expense would have been
      recognized. This resulted in no material impact on earnings per share.

                                      F-11
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)


    The following table summarizes the stock option plan activity:

                                             STOCK OPTIONS        EXERCISE PRICE
        ------------------------------------------------------------------------
        Granted - 1999                          160,000                 0.20
        Granted - 2001                           40,000                 1.75
        Granted - 2002                           25,000                 0.69
        Granted - 2003                               --                   --
        Exercised                                    --                   --
        Cancelled                                    --                   --
                                                ----------------------------

        Balance, September 30, 2003             225,000                   --
                                                ============================

        Exercisable, September 30, 2003          90,000

vi)   INCOME TAXES
--------------------------------------------------------------------------------

      The Company accounts for income taxes in accordance with SFAS No. 109,
      "Accounting for Income Taxes." Deferred taxes are provided on a liability
      method whereby deferred tax assets are recognized for deductible temporary
      differences, operating loss carryforwards , and tax credit carryforwards,
      and deferred tax liabilities are recognized for taxable temporary
      differences. Temporary differences are the differences between the
      reported amounts of assets and liabilities and their tax bases. Deferred
      tax assets are reduced by a valuation allowance when, in the opinion of
      management, it is more likely than not that some portion or all of the
      deferred tax assets will not be realized. Deferred tax assets and
      liabilities are adjusted for the effects of changes in tax laws and rates
      on the date of enactment.

      A summary of the provision for income taxes for the year ended September
      30, 2003 is as follows:

           Currently Payable                       $      --
           Deferred benefit                          186,000
           Valuation allowance                      (186,000)
                                                   ---------
           Provision for income taxes              $      --
                                                   =========

      Deferred tax assets (liabilities) at September 30, 2003 are as follows:

           Available Non-capital losses            $ 186,000
           Less: Valuation allowance                (186,000)
                                                   ---------
           Net deferred tax assets                 $      --
                                                   =========

      The Company has used an estimated federal tax rate of 26% and an estimated
      provincial tax rate of 14% for all deferred tax computations. The Company
      has recorded a valuation allowance in accordance with the provisions of
      SFAS No. 109 to reflect the estimated amount of deferred tax assets that
      may not be realized. The Company has available non-capital losses as of
      September 30, 2003 of approximately $504,000.

(vii) LITIGATION
--------------------------------------------------------------------------------

      From time to time the Company is exposed to claims and legal actions in
      the normal course of business, some of which are initiated by the Company.
      Management believes that the settlement or resolution of such actions, if
      any, will not have a material effect on the financial position or results
      of operations of the Company.


                                      F-12
<PAGE>


                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

(viii) RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------------------------------------------------------

       In December 2002, the FASB issued Statement No.124 " Accounting for
       Stock-Based Compensation." This statement amends FASB Statement No. 123
       to provide alternative methods of transition for an entity that
       voluntarily changes to the fair value based method for stock-based
       employee compensation. The company adopted the disclosure requirement in
       this form 10-K.

       In January 2003, the FASB issued Interpretation No.46, "Consolidation of
       Variable Interest Entities" which addresses consolidation by businesses
       of variable interest entities. The Company does not anticipate any impact
       from this interpretation.

                                      F-13