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

                                   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, 2002 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 $7,880,304 (Canadian).

The aggregate market value of the voting common stock held by non-affiliates of
the Registrant as of September 30, 2002: 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 and we are an established full-line
supplier of business computer systems, maintenance, installation and networking
services. We provide these goods and services to our major clients who are
primarily engaged in the corporate, institutional and education fields.

         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, 2002. 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

         MIAD's product strategy 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 does not sell to
individuals. It only sells to corporate and institutional clients typically as
part of their computer networks.

         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 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,
                  Compaq, Toshiba and Hewlett-Packard by becoming
                  qualified/authorized to resell their pre-configured products
                  to MIAD's existing and prospective customers.

         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.

                                        2

<PAGE>

         MIAD Services Strategy

         In addition to servicing its ULTRA (R) system, 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 as an authorized reseller. MIAD is providing
web-design to the educational community and e- commerce consulting services.
Currently, its service business generates less than 4% of its total revenues.

         MIAD Sales Strategy

         MIAD has hired experienced computer industry veterans who can, early in
a sales cycle, understand and review the business application that the prospect
is attempting to solve through automation. The MIAD representative, based on
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/maintenance-depot or on-site that are best suited to meet the
customer's requirements.

         As industry trends change in Canada (as they do in the US), MIAD's
product recommendations for product mix also changes. In fiscal 1998, MIAD's
revenues from the ULTRA(R) line accounted for more than 60% of its total
revenue. In 1999, it accounted for 45% of total revenue; in the 2000 fiscal year
it accounted for 25% of total revenue; in the 2001 fiscal year it accounted for
12% of total revenue. In the current 2002 fiscal year, revenues from MIAD custom
assembled systems declined further to 3% of total revenues. This trend is
partially due to the fact that the pricing differential between the major brands
(IBM, Compaq, etc.) and the custom vendors (Dell and Gateway), which had been
significant, in prior years, narrowed at a very rapid rate. This was especially
true in 2001 and 2002 due to the recession and dramatic decline in demand for
computer systems.

         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. 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
(maintenance on-site and depot, installation, etc.) for more and more
vendors as well as new service offerings such as the Ingram technical training,
web design and e-commerce consulting that became available in 2001.

                                        3

<PAGE>

         The technical and application courses are offered on a nationwide basis
in Canada by Ingram Micro to purchasers of products and services. These
purchasers include those who have purchased products and services through MIAD
as an authorized Ingram Micro reseller in Canada. MIAD also sells web-based
consulting services primarily to educational institutions and mid-size
businesses which do not typically have the resources to implement a presence on
the worldwide web. These web-based services generally assist these customers in
developing a web site and in electronic transaction processing.

         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 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

         In 1999, the Canadian Gross Domestic Product (GDP) increased at a 4.1%
rate with the Information Technology ("IT") industry contributing 17.8% of the
GDP growth. The U.S. Department of Commerce states that the U.S. and Canada rank
the highest in the world with 37% of their respective populations having access
to the electronic economy via the Internet.

         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 "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. Additionally, we work with selected computer companies to provide the
best solutions for our clients.

         In 2001, MIAD was awarded the Year 2000 Sales Excellence Award by
Ingram Micro Canada, Inc., Canada's largest computer distributor firm. The award
recognized MIAD as the top 3Com reseller at Ingram Micro Canada among its 33,000
resellers in Canada. 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 new sales brochure featuring MIAD's success in providing quality
products and services in the municipal government marketplace.

                                        4

<PAGE>

         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 and
Gateway in the United States. We believe that the significant market penetration
by Dell and Gateway in the U.S. is an indicator of the market potential for our
"build-to-order" model in Canada.

          In addition, in order to supply the quality business solutions
required by our clients, we have added, to our "build-to-order" model, the
qualifications for:

         o        partnering and authorized reselling of Compaq,
                  Hewlett-Packard, Toshiba and IBM systems for clients who
                  require higher-end servers
         o        networking design and installation
         o        national warranty exchange program
         o        on-site warranty and maintenance repair for the MIAD ULTRA(R)
                  line, as an authorized Compaq Service Center and as an
                  authorized IBM Service Center.

         As we have demonstrated in the past fiscal year, our growth will be
generated by selling to new accounts as well as maintaining and increasing the
revenue from existing accounts. Our growth may possibly, also, be generated by
acquisitions of companies in our same industry. This 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 two 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 four specific major market
                  segments where we already have a presence which include major
                  corporate accounts, institutional, utilities and educational.

         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 doing so, we expect to focus on several priorities:

         1)       growing revenue from the existing customer base;

         2)       enlarging our customer base in Ontario;

         3)       developing an implementation plan to expand our presence in
                  other Canadian cities and possibly the U.S. market;

         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.

                                        5
<PAGE>

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

         We have distinguished ourselves from other "build-to-order" companies
such as Dell and Gateway 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. Our MIAD ULTRA(R) line represents 3% 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.

         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 .

                                       6
<PAGE>

         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 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.

                                       7
<PAGE>

         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 become a
reseller of a name brand system 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, 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. If approved as a reseller,
the vendor will typically agree to provide the reseller with authorization,
technical assistance, access to literature on the products and training, direct
communication and access to advanced confidential information regarding the
products. In addition, 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.

         We have been authorized to resell products from major vendors. We have
authorizations from 3Com Systems, Acer, Cisco Systems, Compaq, Hewlett-Packard,
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 are an authorized reseller and public sector reseller for
Hewlett-Packard, Compaq, IBM and Toshiba. We are also an authorized reseller,
public sector reseller and education reseller for Compaq and Toshiba and a
Compaq and IBM service center. 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.

                                       8
<PAGE>

         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 75 % 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, 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,
including in-house and/or on-site warranty and maintenance repair, networking,
installation and support. We provide depot and on-site maintenance for the MIAD
ULTRA(R) line of workstations and we are also an authorized service center for
Compaq/HP, Toshiba and IBM.

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 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.

Service and Support

         In addition to assembling custom computer systems for our customers, we
complement our computer assembly and distribution with value-added services and
support, including in-house and/or on-site warranty repair, installation,
support and maintenance for the MIAD ULTRA(R) line of systems delivered to
clients. We are also one of the few authorized Compaq Service Centers in
Ontario, Canada and an authorized IBM Service Center. Our staff upgrade their
technical education as part of an ongoing program. We have , over the past two
years, rounded our services offering, by providing web design to the educational
segment and e-commerce consulting.


Technical Procedures

         We believe that on-going service and support is the basis for any
long-term partnership with clients. We have a permanent testing LAN set up for
product testing and problem recreation. This test can be run under NT, Novell or
Windows 95/98/2000.

         All initial support calls 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, depot
repair as well as on-site service. From 8:00 a.m. to 6:00 p.m. with after hours
and weekend service available upon request. We are currently recruiting
additional staff in order to provide seven day a week support.

         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. We continue to evaluate an
upgrade to an integrated service package.

                                       9
<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,
Compaq and Hewlett-Packard 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, Gateway
(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 manufacturer such as IBM,
Hewlett-Packard and Compaq are not available options due to the fixed nature of
their mass produced computer systems. It is the build-to-order system available
from Dell, Gateway (and MIAD in Canada) that provide these customers with the
custom configuration they need with reasonable pricing and rapid delivery.

         We are significantly smaller than Dell and Gateway 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 four major market
segments. This includes (1) major corporate accounts; (2) institutional accounts
to acute care facilities located in the Toronto area; (3) utilities and (4)
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 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 and southwestern Ontario territory, focus on new accounts
generally and the Itronix product line specifically and increase exposure on our
service offerings featuring IBM and Compaq warranty and repair service, refine
or improve our electronic presence with emphasis on small and medium business,
provide educational, web-hosting and e-commerce services to our client base.



                                       10
<PAGE>

(I)  COMPETITIVE BUSINESS CONDITIONS

         We have the ability to provide our clients with either a MIAD custom
assembly system or with name brand resales. We do not typically compete with
major name brand companies such as IBM, Compaq, Toshiba or Hewlett-Packard since
we provide a custom assembled system to our clients' 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 or
Gateway, we have certain competitive disadvantages such as their materially
greater financial resources, name recognition, buying power and sales to the
retail market place (such as Gateway through its retail stores). 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 most instances.

         When our role is reselling, high-end name-brand services (such as IBM
and Compaq), to clients and potential clients, we find ourselves competing with
other resellers such as Next Innovations 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
several of the brand name lines such as IBM and Compaq and our ability to
provide technical support and education 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
what 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.

         When we supply high end servers from IBM, Microsoft, Hewlett-Packard,
Compaq 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 last year 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, utility and
educational customers.

         With a focus on specific industries, we have grown our client-base by
concentrating on penetration of each of the specific industry groups. In the
fiscal year ended September 30, 2001, 360 Networks, Inc. accounted for 36% of
our revenue. For the current fiscal year, ending September 30, 2002 no single
client represented 10% or more of our revenue.

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<PAGE>

(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.

         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 10 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.

ITEM 3. LEGAL PROCEEDINGS

         We are not a party to and none of our property is subject to any
pending or threatened legal, governmental, administrative or judicial
proceedings. There has never been a bankruptcy or receivership proceeding.

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

         Our Annual Meeting of Shareholders was held on June 26, 2002. 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.

                                       12
<PAGE>

                                     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:

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 19                     0.25               0.17

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

                                       13
<PAGE>

Holders:
--------

         As of September 30, 2002 there were 3,711,400 shares issued and
outstanding and 45 shareholders of record. We also have warrants outstanding
which, if exercised would result in the issuance of an additional 616,600 shares
of our restricted common stock.

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 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, 2002.

         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, 2002 compared to same period in 2001.

         Revenues
         --------

         For the fiscal year ended September 30, 2002 our revenues decreased
marginally by 2.5 % from $8,085,766 in the same period in 2001 to $7,880,304.
MIAD's moderate revenue decline for the fiscal year is the result of two
contrary factors that we mentioned in previous quarterly reports. The first
negative factor is the result of the problems arising from the slowing economy
in the United States and Canada during the 2001 and 2002 calendar years which,
in turn, contributed to a general slowdown in orders for all major computer
manufacturers and computer distribution organizations in North America. The
second negative factor is that MIAD's largest client, in fiscal 2001, filed for
Chapter 11 bankruptcy in mid-calendar year 2001. The client has placed no orders
with the Company in the current fiscal year yet represented approximately
$2,864,000 of revenue ( 36 % of total revenue ) in the last fiscal year ended
June 30, 2001. MIAD has been making efforts to replace the revenue lost from the
bankruptcy of this former largest customer by securing new clients. On the
positive side, the results of this program are evidenced in the last two fiscal
quarters where the Company has added revenues from fifteen new name accounts and
has replaced virtually all of the $2,864,000 of revenue that the former client
represented last year in spite of the difficult economic circumstances.

         According to a recently released report from Statistics Canada,
Canadian business investment in the high-tech sector (our Company's industry)
will lead the economic recovery in Canada. MIAD sees this economic forecast as
support for its expectations of improving demand for MIAD products in the future
although this cannot be assured.

                                       14
<PAGE>

         During this downturn in the economy, 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 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 our third consecutive quarter of
net profit and our first fiscal year profit , although there is no assurance
that this trend can be maintained.

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

         Our gross profit on product sales increased 4.4% to $1,236,765 in the
fiscal year ended September 30, 2002 from $1,185,122 in the comparable period in
the previous fiscal year. This increase in total gross profit was realized
despite a small decrease in total revenue. The gross profit margin on product
sales increased to 15.7 % in the fiscal year ended September 30, 2002 as
compared to 14.7 % in the same fiscal year period ended September 30, 2001.

         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 17.2% of revenue in the fiscal year
period ended September 30,2001 to 15.3% 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
significantly reduced from $1,393,348 in the fiscal year ended September 30,
2001 to $1,203,877 in the current fiscal. This total dollar decrease is
primarily attributable to the reduced wages of senior management, the reduced
sales commissions on lower sales volume, reduced travel expenses and cutbacks in
selected spending areas. Our operating costs continue to be negatively affected
by MIAD's ongoing professional expenses incurred as a reporting company.
Depreciation expense increased from $6,659 in the previous fiscal year ended
September 30, 2001 to $30,886 in the current fiscal year due to the additions to
fixed assets. Interest expense increased from $15,913 in the fiscal year ended
September 30, 2001 to $37,152 in the fiscal year ended September 30, 2002.
Interest expense was payable to our major suppliers based on the total amount
and days outstanding of our accounts payable. The decline 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, 2002, we had cash on hand of $191,445 compared to
$520,396 as of year-end, September 30, 2001. The net working capital as of
September 30, 2002 was ($191,354) compared to the net working capital as of
year-end September 30, 2001 of $28,475 reflecting a decrease in net working
capital of $219,829. This decrease is primarily due to our additions to capital
assets. During the fiscal year ended September 30, 2002, we generated $102,318
from operating activities compared to using $268,589 for the same period in the
previous fiscal year. Cash from financing activities decreased from $1,307 in
the comparable twelve-month period in the last fiscal year to nil in the
twelve-month period ended September 30, 2002. MIAD added $226,633 of capital
assets in the twelve-month period ended September 30, 2002 compared to $9,477 of
capital asset additions in the last fiscal year.

                                       15
<PAGE>

         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, 2002 was $1,249,722. MIAD's president has
personally guaranteed all the debts owing to one of these suppliers, Ingram
Micro 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, 2003.
MIAD's liquidity is derived primarily from cash flow from sales and external
sources. MIAD's external sources of liquidity consist of the possible exercise
of up to 616,600 outstanding warrants at $1.00 per warrant until December 31,
2002 which would result in additional working capital, a possible increase in
the lines of credit with major distributors and possible bank financing. No
assurance can be given that any warrants will be exercised by warrant holders.
In addition, 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 MIAD.


RECENT ACCOUNTING PRONOUNCEMENTS


         In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, Business Combinations. This
statement supercedes APB Opinion No. 16, Business Combinations and FASB No. 38,
Accounting for Preacquisition Contingencies of Purchased Enterprises and applies
to all business combinations initiated after June 30, 2001. This statement
eliminates the pooling method of accounting for a business combination and
requires the use of purchase accounting. The Company feels this statement will
not have a material impact on our financial statements.

         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.

         In July 2001, SFAS No. 141, "Business Combinations," and SFAS No. 142,
"Goodwill and Other Intangible Assets," were issued. SFAS No. 141 changes
certain accounting methods used for business combinations. Specifically, it
requires use of the purchase method of accounting for all business combinations
initiated after June 30, 2001, thereby eliminating use of the
pooling-of-interests method. SFAS No. 142 establishes new guidance on how to
account for goodwill and intangible assets after a business combination is
completed. Among other things, goodwill and certain other intangible assets will
no longer be amortized, but will now be tested for impairment at least annually,
and expensed only when impaired. This statement will apply to existing goodwill
and intangible assets, beginning with fiscal years starting after December 15,
2001. Early adoption of the statement is permitted for certain companies with a
fiscal year beginning after March 15, 2001.

                                       16
<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 14") , 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
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.

                                       17
<PAGE>

                                    PART III

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

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

         As of September 30, 2002, 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 as
Name              Age   Position                               Director
----              ---   --------                               --------

Michael Green     59    President, Chief Executive             Since
                        Officer and Director                   November 1996

John Pryce        37    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.

         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.

                                       18
<PAGE>

         (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 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) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES

         Commencing in October 1999, Mr. Joseph Misetich was our Vice-President
and senior sales executive. Upon reaching retirement age this year, Mr. Misetich
retired as an officer and full-time employee. Mr. Misetich currently acts for
the Company as an independent commissioned agent selling to a few selected
accounts.

         (D) 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.


                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                        Long Term Compensation
                                                                                       -----------------------
                                           Annual Compensation                      Awards                  Payouts
                                           -------------------                      ------                  -------
Name and                                                 Annual           Restricted         Under-lying      LTI          Other
principal     Fiscal       Base                          compen-          Stock Awards       Options          Pay-outs     Comp-
position      Year         Salary          Bonus         sation           ------------       -------          --------     ensation
--------      ----         ------          -----         ------                                                            --------
<S>           <C>          <C>             <C>           <C>              <C>                <C>              <C>           <C>
Michael       2002         100,000         none          100,000          none               none             none          none
Green
President     2001         180,000         15,000        195,000          none               none             none          none
CEO and
Director      2000         180,000         26,000        206,000          none               none             none          none

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


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

         1) Mr. Pryce did not join us until January 2002.


                                       19
<PAGE>

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 2002
---------------------

         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. The exercise price per
share of the common stock Option was the fair market value on the date on which
the exercise was granted.

AGGREGATED OPTION/ EXERCISES AND FISCAL YEAR-END OPTIONS/EXERCISES
------------------------------------------------------------------


                        OPTIONS                    EXERCISE
             --------------------------   ----------------------------
                                                              Shares
                     Shares      Option   Start     Expiry   Exercised
Grant Month  Year   Optioned     Price     Date      Date     9/30/02
-----------

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


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

Outstanding at beginning of year         200,000

Granted during year                       25,000

Exercised                                     --
                                              --
Canceled                                      --
                                         -------
Outstanding at end of year (9/30/02)     225,000


Exercisable at end of year (9/30/02)      90,000



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

         None

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

         None

                                       20
<PAGE>

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
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
October 1, 2000. This employment agreement was extended for an additional one
year term and expires in October 2002. 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, 2002. In addition, Mr. Green has personally guaranteed all
debts owing to Ingram Micro Canada, Inc., one of 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
expires on January 14, 2003.

         (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:


Title of      Name and Address of         Amount and Nature of    Percentage
Class         Beneficial Owner            Beneficial Owner (1)    of Class (2)
-----         ----------------            --------------------    ------------

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
-----------------------------------
(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, 2002.

                                       21
<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:


                    Name and Address of    Amount and Nature of    Percentage
Title of Class      Beneficial Owner       Beneficial Owner (1)    of Class (2)
--------------      ----------------       --------------------    ------------

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)
-----------------------------
(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, 2002.

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 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., one of these suppliers. The amount
of the debt guaranteed by Mr. Green to Ingram Micro at September, 2002 was
$355,242 (Canadian).

                                       22
<PAGE>

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, 2002 and 2001
         Audited Statements of Operations for the year ended September 30, 2002
            and 2001
         Audited Statement of Shareholders' Equity for the year ended September
            30, 2002 and 2001
         Audited Statements of Cash Flows for the year ended September 30, 2002
            and 2001
         Notes to Audited Financial Statements

                                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, 2002
         10.4     Employment Agreement for John Pryce dated November 22, 2001
         10.5     Stock Option Plan*
         10.6     Security Agreement with Merisel Canada, Inc.*
         10.7     Security Agreement with Ingram Micro Canada, Inc.*
         99-1     Certification by Chief Executive Officer
         99-2     Certification by Chief Financial Officer
--------------------------------------------------------------------------------
* 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

                                       23
<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:   December 19, 2002                       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                               December 19, 2002
----------------------                               -----------------
President and Director

                                       24

<PAGE>

                                MIAD SYSTEMS LTD.

                              FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001

                                       AND

                          INDEPENDENT AUDITORS' REPORT


<PAGE>



                                MIAD SYSTEMS LTD.

                          INDEX TO FINANCIAL STATEMENTS




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

Independent Auditors' Report                                       F-1
Balance Sheets                                                     F-2
Statements of Operations                                           F-3
Statement of Shareholders' Equity                                  F-4
Statements of Cash Flows                                           F-5
Notes to Financial Statements                                      F-6 - F-12




<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, 2002
and 2001, 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.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as of September 30, 2002 and
2001 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian accounting principles generally. There are no
differences between United States GAAP and Canadian GAAP as they relate to the
financial statements of MIAD SYSTEMS LTD.; see note 10 for certain disclosure
differences.





                                       /s/ Brodeur Dennis Chartered Accountants

                                           Brodeur Dennis Chartered Accountants
Richmond Hill, Ontario
November 27, 2002

                                      F-1
<PAGE>



                                MIAD SYSTEMS LTD.

                                 BALANCE SHEETS
                           SEPTEMBER 30, 2002 AND 2001
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>


                                     ASSETS                                   2002             2001
------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>
CURRENT ASSETS:
    Cash and cash equivalents                                             $   191,445      $   520,396
    Accounts receivable, net (Notes 2 and 4)                                  929,351          486,367
    Inventories (Notes 2 and 4)                                               211,906          243,856
    Prepaid expenses                                                           11,218           19,195
                                                                          ----------------------------

           TOTAL CURRENT ASSETS                                             1,343,920        1,269,814

CAPITAL ASSETS (NOTE 3)                                                       227,142           31,375
                                                                          ----------------------------

           TOTAL                                                          $ 1,571,062      $ 1,301,189
                                                                          ============================

                                   LIABILITIES
------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES:
    Accounts payable and accrued charges (Note 4)                         $ 1,535,274      $ 1,298,289
                                                                          ----------------------------

           TOTAL CURRENT LIABILITIES                                        1,535,274        1,298,289
                                                                          ----------------------------

           TOTAL LIABILITIES                                                1,535,274        1,298,289
                                                                          ----------------------------

                              SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------
CAPITAL STOCK (NOTE 5)

  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, 2002; 3,711,400
           at September 30, 2001                                              590,299          590,299

DEFICIT                                                                      (554,511)        (587,399)
                                                                          ----------------------------
           TOTAL STOCKHOLDERS' EQUITY                                          35,788            2,900
                                                                          ----------------------------
           TOTAL                                                          $ 1,571,062      $ 1,301,189
                                                                          ============================
</TABLE>


 On Behalf of the Board:

/s/ Michael Green          Director



See notes to financial statements


                                      F-2
<PAGE>

                                MIAD SYSTEMS LTD.

                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

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

SALES, NET                                          $ 7,880,304     $ 8,085,766

COST OF SALES, NET                                    6,643,539       6,900,644
                                                    ---------------------------

GROSS MARGIN                                          1,236,765       1,185,122
                                                    ---------------------------

OPERATING EXPENSES
    Wages and benefits                                  798,634         989,433
    Salesmen's auto, travel and promotion               111,870         167,306
    Rent                                                 71,837          48,103
    Professional fees                                    59,183          54,291
    Office and general                                   32,845          42,330
    Telephone                                            34,482          27,901
    Insurance                                             2,797          18,308
    Interest on loans payable                            37,152          15,913
    Bank charges                                          5,839           8,977
    Advertising                                           5,550           3,507
    Utilities                                             7,822           5,620
    Bad debts                                             5,000           5,000
    Depreciation                                         30,866           6,659
                                                    ---------------------------
TOTAL OPERATING EXPENSES                              1,203,877       1,393,348
                                                    ---------------------------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES          32,888        (208,226)
                                                    ---------------------------

PROVISION FOR INCOME TAXES                                   --              --
                                                    -----------     -----------
NET INCOME (LOSS)                                   $    32,888     $  (208,226)
                                                    ===========================


NET EARNINGS (LOSS) PER COMMON SHARE
    Basic and fully diluted (Note 10(i))                   0.01           (0.06)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
    Basic and fully diluted                           3,711,400       3,685,268


See notes to financial statements


                                      F-3
<PAGE>


                                MIAD SYSTEMS LTD.

                        STATEMENT OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>

                                          Common Shares
                                        Shares       Amount       (Deficit)       Total
                                      ----------------------------------------------------
<S>                                   <C>           <C>           <C>            <C>
Balances September 30, 2000           3,673,400     $ 532,501     $(379,173)     $ 153,328
    Exercise of warrants                 38,000        57,798            --         57,798
    Net loss for the year ended
    September 30, 2001                       --            --      (208,226)      (208,226)
                                      ----------------------------------------------------

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
                                      ====================================================
</TABLE>



See notes to financial statements


                                      F-4
<PAGE>



                                MIAD SYSTEMS LTD.

                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>

                                                           2002             2001
-----------------------------------------------------------------------------------
<S>                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                           $    32,888      $  (208,226)
    Adjustments to reconcile net loss to net cash
     used in operating activities
        Depreciation                                        30,866            6,659
        Common shares issued for services                       --               --
        Changes in certain  assets and liabilities
           Accounts receivable                            (442,984)       1,092,960
           Inventories                                      31,950          (47,103)
           Prepaid expenses                                  7,977            8,500
           Accounts payable and accrued charges            236,985         (584,201)
                                                       ----------------------------

NET CASH USED IN OPERATING ACTIVITIES                     (102,318)         268,589
                                                       ----------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                   (226,633)          (9,477)
                                                       ----------------------------
NET CASH USED IN INVESTING ACTIVITIES                     (226,633)          (9,477)
                                                       ----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from a director                               120,000               --
    Repayments to a director                              (120,000)              --
    Repayments on loans payable                                 --          (56,491)
    Net proceeds from private placement                         --           57,798
                                                       ----------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                       --            1,307
                                                       ----------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                 (328,951)         260,419

CASH AND CASH EQUIVALENTS AT  BEGINNING OF YEAR            520,396          259,977
                                                       ----------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR               $   191,445      $   520,396
                                                       ============================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    Interest paid in cash during the period            $    37,152      $    15,913
                                                       ============================

    Income taxes paid in cash during the period        $        --      $        --
                                                       ============================
</TABLE>

See notes to financial statements


                                      F-5
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                   (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, 2002 and 2001, the allowance for doubtful accounts on
         accounts receivable was $10,000 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, 2002, no single customer accounted for 10% of the
         Company's accounts receivable or revenues. During the fiscal year ended
         September 30, 2001, one customer accounted for 36% of the Company's
         revenue and had a nil balance in accounts receivable at year end.

    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-6
<PAGE>


                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2000
                   (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:

                                                       2002             2001
                                                    -------------------------
         Finished goods                             $ 46,541         $ 50,894
         Component parts                             165,365          192,962
                                                    -------------------------
                                                    $211,906         $243,856
                                                    =========================

    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

         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.

    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-7
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

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

                                            ACCUMULATED     NET          NET
                                  COST     DEPRECIATION     2002         2001
                                -----------------------------------------------

     Office equipment           $165,127     $ 52,642     $112,485     $ 16,294
     Furniture and fixtures       63,802       28,945       34,857       15,081
     Computer software            84,000        4,200       79,800           --
                                -----------------------------------------------
                                $312,929     $ 81,587     $227,142     $ 31,375
                                ===============================================

    During the year ended September 30, 2002, the Company charged depreciation
    of $30,866 and during the year ended September 30, 2001 charged
    depreciation of $6,659.

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 $894,480 and the second
    supplier is owed $355,242. 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.  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, 2002. 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.

    The Company has authorized common stock purchase warrants which entitle the
    holder to purchase one share of restricted common stock at an exercise price
    of $1.00 U.S. per share at any time prior to December 31, 2002. Until
    exercised, holders of the warrants have none of the rights of shareholders
    of the company. At September 30, 2002, 616,600 warrants remain outstanding.

6.  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:

                                           2003           $   60,000
                                           2006           $  126,000
                                           2007           $  123,000
                                           2008           $  195,000

                                      F-8
<PAGE>


                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

7.  LEASE OBLIGATIONS
--------------------------------------------------------------------------------

    Premises

    The Company's rent expense for the year ended September 30, 2002 was $48,103
    and the rent expense for the year ended September 30, 2001 was $48,103. 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.


8.  LICENCING AGREEMENT
--------------------------------------------------------------------------------

    The company entered into a licencing 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 2002 and
    $18,000 for fiscal 2001.

9.  RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

    During the year, a director advanced funds of $120,000 to the Company and
    the Company repaid the director prior to the end of the year. A director is
    employed by the Company under a service contract and was paid $100,000.

10. 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, 2002 and September 30,
    2001, basic and diluted weighted average common shares include only common
    shares outstanding. During fiscal 2001, the inclusion of stock warrants and
    the stock option plan would be antidilutive and as a result are not
    included. During fiscal 2002, the price of the warrants exceeded the average
    market value of the common shares. The stock warrants, if exercised would
    have increased common shares outstanding at September 30, 2002 and September
    30, 2001 by 616,600 shares.

(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.


                                      F-9
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

(III) FREIGHT COSTS
--------------------------------------------------------------------------------

    Freight costs incurred for delivering goods to customers are included in
    cost of goods sold and amounted to $41,700 and $40,066 in 2002 and 2001,
    respectively. The Company generated $24,600 and $24,081 of freight revenues
    recharged to customers in 2002 and 2001, 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.

    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
        Exercised                                       --                --
        Cancelled                                       --                --
                                                   -------------------------

        Balance, September 30, 2002                225,000                --
                                                   =========================

        Exercisable, September 30, 2002             90,000



                                      F-10
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

(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, 2002 is as follows:

           Currently Payable                                          $      --
           Deferred benefit                                             202,000
           Valuation allowance                                         (202,000)
                                                                      ---------
           Provision for income taxes                                 $      --
                                                                      =========
           Deferred tax assets (liabilities) at September 30, 2000
           are as follows:

           Available Non-capital losses                               $ 202,000
           Less: Valuation allowance                                   (202,000)
                                                                      ---------
           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, 2001 of approximately $504,000. The non-capital losses will expire
    beginning in 2003.

(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.

(VIII)RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------------------------------------------------------

    In June 2001, the Financial Accounting Standards Board ("FASB") issued
    Statement of Financial Accounting Standards No. 141, Business Combinations.
    This statement supercedes APB Opinion No. 16, Business Combinations and FASB
    No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises
    and applies to all business combinations initiated after June 30, 2001. This
    statement eliminates the pooling method of accounting for a business
    combination and requires the use of purchase accounting. The Company feels
    this statement will not have a material impact on our financial statements.

    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 intangibles 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.


                                      F-11
<PAGE>

                                MIAD SYSTEMS LTD.

                        NOTES TO THE FINANCIAL STATEMENTS
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                   (ALL AMOUNTS EXPRESSED IN CANADIAN DOLLARS)

(VIII)RECENT ACCOUNTING PRONOUNCEMENTS (CONT'D)
--------------------------------------------------------------------------------

    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
    recognizee (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, Accounting for the Impairment or Disposal of Long-Lived
    Assets, which supercedes FASB Statement No. 121, Accounting for the
    Impairment 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 feels that this statement will
    not have a material impact on our financial statements.


                                      F-12