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

FORM 20-F
  Annual ReportFiscal 2002 Ended April 30, 2002

|[   ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
      THE SECURITIES EXCHANGE ACT OF 1934
|----- | ----------------------------------------------------------------------------------------------------
|      |                                                                                                     
|      | OR                                                                                                  
|      |                                                                                                     
|[X]   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934          
|      |                                                                                                     
|      | OR                                                                                                  
|      |                                                                                                     
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934      
|      | For the transition period from __________ to
      __________                                       

Commission file number: 0-49760

BROCKTON CAPITAL CORP. 
  (Exact name of Registrant as specified in its charter)

British Columbia, Canada
  (Jurisdiction of incorporation or organization)

750 West Pender Street, #604, Vancouver, British Columbia
  V6C 2T7 
  (Address of principal executive offices)

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

Securities to be registered pursuant to Section 12(g) of
  the Act: Common Shares, without par value 
  (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
  of the Act:      None

Indicate the number of outstanding shares of each of the issuer's classes
  of capital or common stock as of the close of the period covered by the annual
  report.        4,087,500

Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such filing requirements
  for the past ninety days.   Yes xxx    No
  ___

Indicate by check mark which financial statement item the registrant has elected
  to follow:     Item 17 xxx    Item
  18 ___

Page 1 of 60 
  Index to Exhibits on Page 42

---

BROCKTON CAPITAL CORP. 
  FISCAL 2002 ENDED APRIL 30, 2002 
  ANNUAL REPORT

TABLE OF CONTENTS

|Introduction        | 3                                                         
|------------------- | ----------------------------------------------------------
|                    |                                                           
|                    |                                                           
|                    | PART I                                                    
|                    |                                                           
|Item 1.             | Identity of Directors, Senior Management and Advisors     
|Item 2.             | Offer Statistics and Expected Timetable                   
|Item 3.             | Key Information                                           
|Item 4.             | Information on the Company                                
|Item 5.             | Operating and Financial Review and Reports                
|Item 6.             | Directors, Senior Management and Employees                
|Item 7.             | Major Shareholders and Related Party Transactions         
|Item 8.             | Financial Information                                     
|Item 9.             | The Offer and Listing                                     
|Item 10.            | Additional Information                                    
|Item 11.            | Quantitative and Qualitative Disclosures About Market Risk
|Item 12.            | Description of Securities Other Than Equity Securities    
|                    |                                                           
|                    |                                                           
|                    | PART II                                                   
|                    |                                                           
|Item 13.            | Default, Dividend Arrearages and Delinquencies            
|Item 14.            | Material Modifications to the Rights of                   
|                    | Security Holders and Use of Proceeds                      
|Item 15.            | Controls and Procedures                                   
|Item 16.            | Reserved                                                  
|                    |                                                           
|                    |                                                           
|                    | PART III                                                  
|                    |                                                           
|Item 17.            | Financial Statements                                      
|Item 18.            | Financial Statements                                      
|Item 19.            | Exhibits                                                  
|                    |                                                           
|                    |                                                           
|                    |                                                           
|Financial Statement | 43                                                        
|Exhibits            | 56                                                        
|Signature Page      | 60                                                        





2

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INTRODUCTION

Brockton Capital Corp. was organized under the laws of British
  Columbia, Canada. In this Annual Report, the Company, "we," "our"
  and "us" refer to Brockton Capital Corp. (unless the context otherwise requires).
  We have prepared this Annual Report on the basis of information that we have
  or that we have obtained from sources we believe to be reliable. Summary discussions
  of documents referred to in this Annual Report may not be complete and we refer
  you to the actual documents for more complete information. Our principal corporate
  offices are located at 750 West Pender Street, #604, Vancouver, British Columbia
  V6C 2T7. Our telephone number is 604-689-0188.

BUSINESS OF BROCKTON CAPITAL CORP.

The Company is a capital pool company pursuant to the policies
  of the TSX Venture Exchange. The principal business of the Company will be to
  identify and evaluate opportunities for the acquisition of an interest in assets
  or businesses and, once identified and evaluated, to negotiate an acquisition
  or participation subject to receipt of shareholder approval and acceptance for
  filing by the TSX Venture Exchange. On 9/4/2002, the Company signed a letter
  of intent to acquire all of the common shares of Cyberhand Technologies Inc.
  (Cyberhand), a company with a focus on the development of new technologies
  specific to consumer electronics. Consummation of the acquisition is subject
  to diligence and regulatory approval; and cannot yet be considered probable.

FINANCIAL AND OTHER INFORMATION

In this Annual Report, unless otherwise specified, all dollar
  amounts are expressed in Canadian Dollars (CDN$ or $).
  The Government of Canada permits a floating exchange rate to determine the value
  of the Canadian Dollar against the U.S. Dollar (US$).

FORWARD-LOOKING STATEMENTS

This Annual Report includes forward-looking statements, principally
  in ITEM #4, Information on the Company and ITEM #5, Operating
  and Financial Review and Prospects". We have based these forward-looking statements
  largely on our current expectations and projections about future events and
  financial trends affecting our business. These forward-looking statements are
  subject to risks, uncertainties and assumptions including, among other things,
  the factors discussed in this Annual Report under ITEM #3, Key Information,
  Risk Factors and factors described in documents that we may furnish from
  time to time to the Securities and Exchange Commission.

The words believe, may, will,
  estimate, continue, anticipate, intend,
  expect, and similar words are intended to identify forward-looking
  statements. In light of these risks and uncertainties, the forward-looking information,
  events and circumstances discussed in this Annual Report might not occur. Our
  actual results and performance could differ substantially from those anticipated
  in our forward-looking statements. We undertake no obligation to update publicly
  or revise any forward-looking statements because of new information, future
  events or otherwise.

3

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

--- Not Applicable ---

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE.

--- No Disclosure Necessary ---

ITEM 3. KEY INFORMATION.

3.A.1. Selected Financial Data

3.A.2. Selected Financial Data

The selected financial data of the Company for Fiscal 2002
  and Fiscal 2001 ended April 30th and Fiscal 2001 ended December 31st was derived
  from the financial statements of the Company which have been audited by Morgan
  & Company, independent Chartered Accountants, as indicated in their audit
  report which is included elsewhere in this Annual Report. The selected financial
  data set forth for Fiscal 2000 ended December 31st is derived from the Company's
  audited consolidated financial statements, not included herein.

The selected financial data should be read in conjunction
  with the financial statements and other financial information included elsewhere
  in the Annual Report.

The Company has not declared any dividends since incorporation
  and does not anticipate that it will do so in the foreseeable future. The present
  policy of the Company is to retain future earnings for use in its operations
  and the expansion of its business.

4

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Table No. 1 is derived from the financial statements of the
  Company, which have been prepared in accordance with Canadian Generally Accepted
  Accounting Principles (GAAP) and US Generally Accepted Auditing Standards (GAAS),
  the application of which, in the case of the Company, conforms in all material
  respects for the periods presented with US GAAP, except as disclosed in footnotes
  to the financial statements.

Table No. 1 
  Selected Financial Data 
  (CDN$ in 000, except per share data)

---

---

|                           | Year      |   | Year      |   | Period    
|-------------------------- | --------- | - | --------- | - | ----------
|                           | Ended     |   | Ended     |   | Ended     
|                           | 4/30/2002 |   | 4/30/2001 |   | 12/31/2000
|                           |           |   |           |   |           
|Net Income (Loss)          | ($34      | ) | ($1       | ) | $2        
|Net Income(Loss) per Share | ($0.01    | ) | ($0.00    | ) | $0.01     
|Dividends Per Share        | $0.00     |   | $0.00     |   | $0.00     
|                           |           |   |           |   |           
|Wtg. Avg. Shares (000)     | 3614      |   | 2250      |   | 2250      
|Period-end Shares O/S      | 4088      |   | 2250      |   | 2250      
|                           |           |   |           |   |           
|Working Capital            | $339      |   | $146      |   | $147      
|Long-Term Debt             | 0         |   | 0         |   | 0         
|Shareholders Equity       | 339       |   | 171       |   | 170       
|Total Assets               | 351       |   | 187       |   | 184       
|                           |           |   |           |   |           
|US GAAP Net Income (Loss)  | ($34      | ) | ($1       | ) | $2        
|US GAAP EPS                | ($0.02    | ) | ($0.00    | ) | --        
|US GAAP Avg.# Shares (000) | 1364      |   | --        |   | --        
|                           |           |   |           |   |           
|US GAAP Equity             | $339      |   | $171      |   | $170      
|US GAAP Total Assets       | $351      |   | $187      |   | $184      
|                           |           |   |           |   |           

|(1) | Fiscal 2001 results restated to conform with Fiscal 2002
      presentation.                                                                                                                                                                                                                                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | The Company was incorporated 2/8/2000
        and utilized a December 31st fiscal yearend; subsequent to the end of
        FY2000, the fiscal yearend was changed to April 30th.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(3) | Cumulative Net Loss since incorporation under US GAAP has
      been ($32,276).                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(4) | Under US GAAP, contingently cancelable
        common shares are excluded from the calculation of weighted average number
        of shares; 2,250,000 such shares have been excluded for US GAAP reporting
        purposes. Accordingly, for the periods ended 4/30/2001 and 12/31/2000,
        the figure for weighted average number of shares used to calculate EPS
        would have been zero.

---

---

5

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3.A.3. Exchange Rates

In this Annual Report, unless otherwise specified, all dollar
  amounts are expressed in Canadian Dollars (CDN$). The Government of Canada permits
  a floating exchange rate to determine the value of the Canadian Dollar against
  the U.S. Dollar (US$).

Table No. 2 sets forth the rate of exchange for the Canadian
  Dollar at the end of Fiscal 2001/2002 ended April 30th and Fiscal 2000 ended
  December 31st, the average rates for the period, and the range of high and low
  rates for the period. The data for each month during the most recent six months
  also is provided.

For purposes of this table, the rate of exchange means the
  noon buying rate in New York City for cable transfers in foreign currencies
  as certified for customs purposes by the Federal Reserve Bank of New York. The
  table sets forth the number of Canadian Dollars required under that formula
  to buy one U.S. Dollar. The average rate means the average of the exchange rates
  on the last day of each month during the period.

Table No. 2 
  U.S. Dollar/Canadian Dollar

---

---

|                               | Average |  | High |  | Low  |  | Close
|------------------------------ | ------- |  | ---- |  | ---- |  | -----
|                               |         |  |      |  |      |  |      
|December 2002                  |         |  | 1.58 |  | 1.55 |  | 1.58 
|November 2002                  |         |  | 1.59 |  | 1.55 |  | 1.56 
|October 2002                   |         |  | 1.59 |  | 1.56 |  | 1.56 
|September 2002                 |         |  | 1.59 |  | 1.55 |  | 1.59 
|August 2002                    |         |  | 1.60 |  | 1.55 |  | 1.56 
|July 2002                      |         |  | 1.59 |  | 1.51 |  | 1.59 
|                               |         |  |      |  |      |  |      
|Fiscal Period Ended 4/30/2002  | 1.56    |  | 1.61 |  | 1.51 |  | 1.57 
|Fiscal Period Ended 4/30/2001  | 1.54    |  | 1.58 |  | 1.49 |  | 1.54 
|Fiscal Period Ended 12/31/2000 | 1.50    |  | 1.56 |  | 1.44 |  | 1.50 

---

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3.B. Capitalization and Indebtedness

--- Not Applicable ---

3.C. Reasons For The Offer And Use Of Proceeds

--- Not Applicable ---

3.D. Risk Factors

No Operating History

The Company does not have business operations or assets other
  than cash. The shares of the Company should be considered highly speculative
  due to the proposed nature of the Companys business and the fact that
  the Company was only recently incorporated and has no substantial assets other
  than cash. The Company has neither a history of earnings nor has it paid dividends.
  It is unlikely to realize earnings or pay dividends in the immediate or foreseeable
  future.

6

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Proposed Business Acquisition May Not Be Consummated

There is no assurance that the Company will be able to identify
  acquisitions that will be profitable. Moreover, should the Company identify
  any assets or businesses and determine that an acquisition is warranted, the
  Company may not be able to finance the acquisition and additional funds may
  be required to meet such obligations. As a result of these factors, the shares
  of the Company are suitable only to those investors who can afford to lose their
  entire investment and who are willing to rely solely on the management of the
  Company. On 9/4/2002, the Company signed a letter of intent to acquire all of
  the common shares of Cyberhand Technologies Inc., a company with a focus on
  the development of new technologies specific to consumer electronics. Consummation
  of the acquisition is subject to due diligence, regulatory approval, and shareholder
  approval; and cannot yet be considered probable.

Requirement for Additional Financing

The net proceeds from the Companys initial public offering
  will be sufficient to identify only a limited number of businesses or assets
  and, if so identified, the Company may not be able to finance the acquisition
  unless it obtains additional funds. There is no assurance that the Company will
  be able to secure financing or that such financing will be obtained on terms
  favorable to the Company. Failure to obtain adequate financing could result
  in significant delays in identifying a Qualifying Transaction and the Company
  may become at risk for de-listing or cease trading.

TSX Venture Exchange may suspend from trading or de-list the
  shares of the Company if the Company fails to complete a Qualifying Transaction
  within eighteen months following the date the shares were listed on the Canadian
  Venture Exchange (now TSX Venture Exchange) (8/27/2001) or the Company does
  not have at least $25,000 in cash at any time during its listing on the TSX
  Venture Exchange. The TSX Venture Exchange will review the expenses, disclosure,
  trading history and other transactions undertaken by the Company during its
  listing to determine compliance with TSX Venture Exchange policies. The TSX
  Venture Exchange may refuse to accept a transaction as a Qualifying Transaction
  if significant concerns arise from its review and where, among other things,
  the Company fails to meet the minimum listing requirements prescribed by the
  TSX Venture Exchange upon completion of the Qualifying Transaction, or the consideration
  proposed to be paid by the Company in connection with the transaction is objectionable
  to the TSX Venture Exchange.

Reliance on Management

The Company is relying solely on the past business success
  of its directors and officers to identify a Qualifying Transaction of merit.
  The loss of any member of the Company management team may have a material
  adverse effect on the business and prospects of the Company.

Directors and Executive Officers Involvement
  in Other Projects

The Directors and Executive officers of the Company will not
  be devoting all of their time to the affairs of the Company, but will be devoting
  such time as required to effectively manage the Company. Some of the Directors
  and executive officers of the Company are engaged and will continue to be engaged
  in the search for property or business prospects for themselves or on behalf
  of others, including other listed companies. Accordingly conflicts of interest
  may arise from time to time. Any conflicts will be subject to the procedures
  and remedies under the Company Act(British Columbia).

Company is Incorporated in Canada

The articles/by-laws and the laws of British Columbia are
  different that those typical in the United States. However, the typical rights
  of investors in Canadian companies differ only modestly from those in the United
  States; refer to the relevant sections which are discussed in Section 9.A.5
  and Section 10.B of this Annual Report.

7

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Broker-Dealers May Be Discouraged From Effecting Transactions
  In Our CommonShares Because They Are Considered Penny Stocks And Are
  Subject To The PennyStock Rules

Rules 15g-1 through 15g-9 promulgated under the Securities
  Exchange Act of 1934, as amended, impose sales practice and disclosure requirements
  on NASD broker-dealers who make a market in "a penny stock". A penny stock generally
  includes any non-NASDAQ equity security that has a market price of less than
  US$5.00 per share. Our shares are quoted on the TSX Venture Exchange, and the
  price of our shares ranged from $0.15 (low) to $0.40 (high) during the period
  from 1/1/2001 to 4/30/2002. The closing price of our shares on 9/3/2002 was
  $0.26 when common share trading was voluntarily suspended pending completion
  of the proposed acquisition of Cyberhand. The additional sales practice and
  disclosure requirements imposed upon broker-dealers may discourage broker-dealers
  from effecting transactions in our shares, which could severely limit the market
  liquidity of the shares and impede the sale of our shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling
  penny stock to anyone other than an established customer or "accredited investor"
  (generally, an individual with net worth in excess of US$1,000,000 or an annual
  income exceeding US$200,000, or US$300,000 together with his or her spouse)
  must make a special suitability determination for the purchaser and must receive
  the purchaser's written consent to the transaction prior to sale, unless the
  broker-dealer or the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer
  to deliver, prior to any transaction involving a penny stock, a disclosure schedule
  prepared by the US Securities and Exchange Commission relating to the penny
  stock market, unless the broker-dealer or the transaction is otherwise exempt.
  A broker-dealer is also required to disclose commissions payable to the broker-dealer
  and the registered representative and current quotations for the securities.
  Finally, a broker-dealer is required to send monthly statements disclosing recent
  price information with respect to the penny stock held in a customer's account
  and information with respect to the limited market in penny stocks.

Dilution Through Employee/Director/Consultant Options

Because the success of the Company is highly dependent upon
  its respective employees, the Company may in the future grant to some or all
  of its key employees, Directors and consultants options to purchase common shares
  as non-cash incentives. Those options may be granted at exercise prices below
  those for the common shares prevailing in the public trading market at the time
  or may be granted at exercise prices equal to market prices at times when the
  public market is depressed. To the extent that significant numbers of such options
  may be granted and exercised, the interests of the other stockholders of the
  Company may be diluted.

Control by Principal Stockholders, Officers and Directors
  Could Adversely Affect the Companys Stockholders

The Companys Senior Management, Directors and greater-than-five-percent
  stockholders (and their affiliates), acting together, have the ability to control
  substantially all matters submitted to the Companys stockholders for approval
  (including the election and removal of directors and any merger, consolidation
  or sale of all or substantially all of the Companys assets) and to control
  the Companys management and affairs. Accordingly, this concentration of
  ownership may have the effect of delaying, deferring or preventing a change
  in control of the Company, impeding a merger, consolidation, takeover or other
  business combination involving the Company or discouraging a potential acquirer
  from making a tender offer or otherwise attempting to obtain control of the
  Company, which in turn could materially adversely affect the market price of
  the Companys stock.

8

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U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against
  Us or Our Directors, Controlling Persons and Officers

It may be difficult to bring and enforce suits against the
  Company. The Company is a corporation incorporated in the province of British
  Columbia under the British Columbia Company Act. A majority of the Company's
  directors must be residents of Canada, and all or a substantial portion of their
  assets are located outside of the United States. In addition, all of the Company's
  assets are located in Canada. As a result, it may be difficult for U.S. holders
  of our common shares to effect service of process on these persons within the
  United States or to realize in the United States upon judgments rendered against
  them. In addition, a shareholder should not assume that the courts of Canada
  (i) would enforce judgments of U.S. courts obtained in actions against us or
  such persons predicated upon the civil liability provisions of the U.S. federal
  securities laws or other laws of the United States, or (ii) would enforce, in
  original actions, liabilities against us or such persons predicated upon the
  U.S. federal securities laws or other laws of the United States.

However, U.S. laws would generally be enforced by a Canadian
  court provided that those laws are not contrary to Canadian public policy, are
  not foreign penal laws or laws that deal with taxation or the taking of property
  by a foreign government and provided that they are in compliance with applicable
  Canadian legislation regarding the limitation of actions. Also, a judgment obtained
  in a U.S. court would generally be recognized by a Canadian court except, for
  example:

|a) | where the U.S. court where the judgment was rendered had no jurisdiction
      according to applicable Canadian law;                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | the judgment was subject to ordinary remedy (appeal, judicial review and
      any other judicial proceeding which renders the judgment not final, conclusive
      or enforceable under the laws of the applicable state) or not final, conclusive
      or enforceable under the laws of the applicable state;
|c) | the judgment was obtained by fraud or in any manner contrary to natural
      justice or rendered in contravention of fundamental principles of procedure;                                                                                                                                                      
|d) | a dispute between the same parties, based on the same subject matter has
      given rise to a judgment rendered in a Canadian court or has been decided
      in a third country and the judgment meets the necessary conditions for recognition
      in a Canadian court;                                    
|e) | the outcome of the judgment of the U.S. court was inconsistent with Canadian
      public policy;                                                                                                                                                                                                               
|f) | the judgment enforces obligations arising from foreign penal laws or laws
      that deal with taxation or the taking of property by a foreign government;
      or                                                                                                                                             
|g) | there has not been compliance with applicable Canadian law dealing with
      the limitation of actions.                                                                                                                                                                                                        

9

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Critical Accounting Policies

The consolidated financial statements are prepared in conformity
  with accounting principles generally accepted in Canada. There are two material
  differences between US GAAP and Canadian GAAP, as applied to the Companys
  financial statements: the calculation of the weighted average number of shares
  used to calculate Basic Loss Per Share and recognition of stock-based compensation.

Under U.S. GAAP, the weighted average number of common shares
  used in the calculation of basic and fully diluted income (loss) per share excludes
  contingently cancelable common shares. Accordingly, the 2,250,000 common shares
  issued prior to the initial public offering that are escrowed and contingently
  cancelable have been excluded.

For US GAAP purposes, the Company has elected under Statement
  of Financial Accounting Standards No. 123, Accounting for Stock-Based
  Compensation (SFAS 123) to continue to apply the intrinsic
  value based method of accounting for stock-based compensation under APB 25 Accounting
  for Stock Issued to Employees. Under the intrinsic value method, stock
  compensation is the excess, if any, of the quoted market value of the stock
  at the measured date of the grant over the amount an optionee must pay to acquire
  the stock. Under U.S. GAAP, the issue of stock options to non-employees is accounted
  for under SFAS 123. Fair value of the stock options granted to non-employees
  during the year ended 4/30/2002 was estimated using the Black-Scholes option
  pricing model and the following weighted-average assumptions: dividend yield,
  expected volatility, risk-free interest rate and expected average option life.
  However, at end of the most recent fiscal year, no stock options were exercisable
  and no there was no impact on earnings or disclosure.

Management is required to make judgments, estimates and assumptions
  that affect the reported amounts of assets and liabilities at the date of the
  consolidated financial statements and the reported amounts of revenues and expenses
  during the reporting period. On a regular basis, we evaluate our estimates and
  assumptions. We base our estimates on historical experience and on various other
  assumptions that are believed to be reasonable under the circumstances, the
  results of which form the basis for making judgments about the carrying values
  of assets and liabilities that are not readily apparent from other sources.
  Actual results may differ from these estimates under different assumptions or
  conditions. The significant accounting policies that are most critical to aid
  in fully understanding and evaluating reported financial results include: revenue
  recognition and the expensing of software development costs.

10

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ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Introduction

Brockton Capital Corp. hereinafter also is referred to as
  the "Company".

The Company is a capital pool company pursuant to the policies
  of the TSX Venture Exchange. The principal business of the Company will be to
  identify and evaluate opportunities for the acquisition of an interest in assets
  or businesses and, once identified and evaluated, to negotiate an acquisition
  or participation subject to receipt of shareholder approval and acceptance for
  filing by the TSX Venture Exchange. Until the completion of a Qualifying Transaction
  (as hereinafter defined), the Company will not carry on any business other than
  the identification and evaluation of assets or businesses in connection with
  potential Qualifying Transactions.

On 9/4/2002, the Company signed a letter of intent to acquire
  all of the common shares of Cyberhand Technologies Inc. (Cyberhand)
  by way of a share exchange transaction (the Transaction). The proposed
  Transaction will serve as Brocktons qualifying transaction pursuant to
  Policy 2.4 of the TSX Venture Exchange. Cyberhand, privately incorporated in
  Alberta with operations in Fernie, British Columbia, is a company with a focus
  on the development of new technologies specific to consumer electronics. Consummation
  of the acquisition is subject to diligence, regulatory approval, and shareholder
  approval; and cannot yet be considered probable.

The Companys executive office is located at:
    750 West Pender Street, #604 
    Vancouver, British Columbia, Canada V6C 2T7 
    Telephone: (604) 689-0188 
    Facsimile: (604) 689-9773. 
    e-mail: khanson@amisanohanson.com

The Companys registered office is located at: 
    1100, 888 Dunsmuir St., Vancouver, BC, Canada V6C 2T7 
    Telephone: (604) 687-7077; and 
    Facsimile: (604) 687-7099.

The contact person is: 
    Kevin R. Hanson, President/CEO/Director.

The Company's fiscal year ends April 30th.

The Company's common shares trade on the TSX Venture Exchange under the symbol "BKC".

The Company has 100,000,000, without par value, common shares
  authorized and 100,000,000 preferred shares without par value authorized. At
  4/30/2002, the end of the Company's most recent fiscal year, there were 4,087,500
  common shares issued and outstanding. At 12/31/2002, there were 4,087,500 common
  shares issued/outstanding.

11

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History and Development

The Company was incorporated in British Columbia under the
  British Columbia Company Acton 2/8/2000 under the name "Brockton Capital
  Corp.. On 9/4/2002, the Company signed a letter of intent to acquire all
  of the common shares of Cyberhand Technologies Inc.

Financings

The Company has financed its operations through funds raised
  in private placements of common shares to insiders completed March 2000 (shares
  physically issued August 2001 along with IPO shares), its initial public offering
  completed August 2001, and the exercise of Agent stock options.

|Fiscal 2000:              | None                     |                   |         
|------------------------- | ------------------------ | ----------------- | --------
|Fiscal 2001:              | Private Placements,      | 2,250,000 shares, | $168,750
|                          | Initial Public Offering; | 1,750,000 shares, | $262,500
|Fiscal 2002:              | Option Exercise;         | 87,500 shares,    | $13,125 
|Fiscal 2003-to-Date: None |                          |                  

Capital Expenditures

Fiscal 2000: None 
  Fiscal 2001: None 
  Fiscal 2001: None
  Fiscal 2003-to-Date: $60,000 advances to CyberHand as of 12/31/2002.

4.B. BUSINESS OVERVIEW

Description and General Development

The Company is a capital pool company pursuant to the policies
  of the TSX Venture Exchange. The principal business of the Company will be to
  identify and evaluate opportunities for the acquisition of an interest in assets
  or businesses and, once identified and evaluated, to negotiate an acquisition
  or participation subject to receipt of shareholder approval and acceptance for
  filing by the TSX Venture Exchange. Until the completion of a Qualifying Transaction
  (defined below), the Company will not carry on any business other than the identification
  and evaluation of assets or businesses in connection with potential Qualifying
  Transactions. Pursuant to the policies of the TSX Venture Exchange, the term
  Agreements in Principle means any enforceable agreement or any other
  agreement or similar commitment which identifies the terms upon which the parties
  agree or intend to agree which:

|(a) | identifies assets or a business to be acquired which would
      reasonably appear to constitute Significant Assets (being one or more assets
      or businesses which, when acquired by the Company, together with any other
      concurrent transactions, results in the Company meeting the minimum listing
      requirements of the TSX Venture Exchange) and the acquisition of which would
      reasonably appear to constitute a Qualifying Transaction (as discussed hereafter);
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | identifies the parties to the Qualifying Transaction;                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) | identifies the consideration to be paid for the Significant
      Assets or otherwise identifies the means by which the consideration will
      be determined; and                                                                                                                                                                                                                                                                                                                         
|(d) | identifies the conditions to any further formal agreements
      to complete the transaction.                                                                                                                                                                                                                                                                                                                                                                                               

---

Proposed Acquisition of Cyberhand Technologies Inc. (Cyberhand)

Cyberhand Acquisition Terms

Under the terms of the letter of intent, the Company has agreed to issue:

|a) | 7.0 million common shares at a deemed price of $0.20 per share in exchange
      for 100% of the currently outstanding shares of Cyberhand; and                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b) | Up to a maximum of 1.25 million common shares in exchange for 100% of
      the shares issued under a bridge equity financing based upon the following
      formula: gross proceeds from the bridge equity financing divided by $0.40
      per share.
|c) | Closing is subject to due diligence and TSX Venture Exchange approval.                                                                                                                                                                                 

In conjunction with closing, scheduled for Spring 2003, the
  Companys Seed Escrow Shareholders intend to sell to the directors and
  principal shareholders of Cyberhand 75% of the 2,250,000 outstanding Seed Escrow
  Shares of the Company at a price of $0.10 per share. Also in conjunction with
  closing, the Company will establish a stock option plan to issue up to a total
  of 20% of the issued/outstanding common shares to be made available to directors,
  officers, management, employees and consultants, subject to the policies of
  the TSX. Venture Exchange. The Cyberhand acquisition is an arms length transaction.
  A finders fee is payable to Charles M.H. Stone and Brad Kitchen upon closing
  and receipt of TSX Venture Exchange approval.

Cyberhand Operations

Cyberhand is in the process of commercializing computer peripheral
  equipment, primarily high performance and ergonomically designed game controllers
  and pointer or mouse product lines. Since the September 2002 announcement of
  the proposed acquisition, Cyberhand is continuing to advance its operations
  so as to bring its products to market. In this regard, the initial prototypes
  for three products are nearing completion. These prototypes will be used to
  finalize consumer feedback and solicit conditional sales orders.

In preparation for potential sales orders, the Company is
  currently in the process of tendering its manufacturing, assembly and distribution
  contracts. Cyberhand anticipates entering into these contracts in Calendar 2003.
  In addition, organization of the sales/marketing team is nearing completion
  so that when the product prototypes are available, there should be little delay
  getting Cyberhands products to key distribution and retail partners in
  an effort to capture initial sales. Also, some of Cyberhands senior management
  and a principal of Brockton visited the November 2002 recent COMDEX Exhibition
  to assess current market conditions as they relate to Cyberhands business.

For further information regarding Cyberhand, please visit
  the companys website at www.cyberhand.com.

With respect to the production of the above mentioned prototypes
  and other continued Cyberhand corporate development, the Company has advanced
  an additional $35,000 by way of a secured loan to Cyberhand. Through 12/31/2002,
  the Company has advanced $60,000 to Cyberhand pursuant to promissory notes that
  bear interest at 10% per annum, are secured by a general security agreement
  on the assets of the private company. The principal and interest is due and
  payable on the earlier of the closing of the formal agreement and the date the
  Letter of Intent is terminated by the parties.

13

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The Company anticipates changes to corporate management and the Board of Directors
  upon completion of the Transaction:

a.· Patrick Burke, currently Founder/President/Director of Cyberhand
  
         would be appointed Chairman, President
  and Director of the Company;

b.· Brad Kitchen, currently a corporate finance consultant; 
         would be appointed CFO, Corporate Secretary
  and Director of the Company;

c.· Kevin Hanson, currently President and Director of the Company 
         would resign as President and remain as
  a Director; and

d. Michael Weingarten, currently a Director of the Company 
         would remain a Director of the Company.

For further information regarding Cyberhand, please visit
  that companys website at www.cyberhand.com.

Kingsdale Capital Markets Inc. (Kingsdale), subject
  to completion of satisfactory due diligence, has agreed to act as sponsor in
  connection with the Transaction. An agreement to sponsor should not be construed
  as any assurance with respect to the merits of the Transaction or the likelihood
  of completion. The Company is proceeding with a request to the TSX Venture Exchange
  that trading in its shares be reinstated at the earliest time possible.

Pursuant to an Agency Agreement between Kingsdale and Brockton,
  the parties to the agreement are working to raise additional equity financing
  of up to $500,000 by way of a private placement in Cyberhand in advance of a
  Short Form Offering in Brockton, the terms of which have not been finalized.

Contemporaneously with the closing of the Transaction, it
  is anticipated that a financing of $1,500,000 will be raised through an additional
  equity financing in the Company, the terms of which are still being negotiated.
  Proceeds of the financing will be used to further the development and commercialization
  of Cyberhands technologies, as well as for marketing and for general working
  capital purposes.

14

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Criteria for Acquisitions

The Company proposes to identify acquisitions of interests
  in assets or businesses through discussions with various business associates
  and contacts of the Companys directors. Once a prospective acquisition
  target has been identified and evaluated, the Company will proceed to negotiate
  the terms upon which it may acquire an interest in the asset or business.

The Company does not currently have a specific type of business
  opportunity that it is likely to pursue. It will, accordingly, review prospective
  acquisition opportunities within the broadest possible range of businesses or
  industries.

All potential acquisitions will be screened initially by management
  of the Company to determine their economic viability. Approval of acquisitions
  will be made by the board of directors. The board of directors will examine
  proposed acquisitions having regard to sound business fundamentals, utilizing
  the expertise and experience of the directors.

Method of Financing Acquisitions or Participation

The Company proposes to use cash, bank financing, issuance
  of treasury shares (subject to acceptance by the TSX Venture Exchange), private
  or public financing, or some combination thereof to finance prospective acquisitions.
  If treasury shares are issued, such issuance could result in a change of control
  of the Company and will result in further dilution to investors who acquired
  common shares pursuant to the initial public offering.

Requirements to be Met to Complete a Qualifying Transaction

The Company is governed by the capital pool companies policies
  of the TSX Venture Exchange in respect of Qualifying Transactions.

A Qualifying Transaction, pursuant to the policies
  of the TSX Venture Exchange, is a transaction whereby a capital pool company:

|(a) | issues or proposes to issue in consideration for the acquisition
      of Significant Assets, common shares which, is fully converted, exchangeable
      or exercisable into common shares which, if fully converted, exchanged or
      exercised would represent more than 25 percent of its common shares issued
      and outstanding immediately prior to the issuance;                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | enters into an arrangement, amalgamation, merger or reorganization
      with another company with Significant Assets, whereby the ratio of securities
      which are distributed to the shareholders of the capital pool company and
      the other issuer results in the shareholders of the other company acquiring
      control of the resulting issuer; or                                                              
|(c) | otherwise acquires Significant Assets (other than cash),
      but excludes a transaction which consists solely of the issuance for cash
      by the capital pool company of common shares or securities convertible,
      exchangeable or exercisable into common shares, representing more than 25
      percent of the capital pool companys common shares issued and outstanding
      immediately prior to the issuance.

For the purposes of the foregoing, the phrase Significant
  Assets means one or more assets or businesses which, when acquired by
  the capital pool company, together with any other concurrent transactions, results
  in the capital pool company meeting the minimum listing requirements of the
  TSX Venture Exchange (for an issuer other than a capital pool company).

Any Qualifying Transaction will be subject to approval by
  the majority of the minority shareholders of the Company, acceptance for filing
  by the TSX Ventue Exchange, and sponsorship by a TSX Venture Exchange member
  firm.

15

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After the terms of a Qualifying Transaction have been settled
  and a comprehensive news release disclosing its terms has been disseminated,
  or as soon thereafter as circumstances permit, the Company will submit the terms
  of the Qualifying Transaction to a meeting of its shareholders for majority
  of the minority approval. The Qualifying Transaction must be approved
  by a vote at a properly constituted meeting of the shareholders of the Company
  by at least 50 percent plus one vote of the votes cast by shareholders voting
  at the meeting, other than the Related Parties of the Qualifying Transaction
  and Related Parties of the Company. Related Parties of the Qualifying Transaction
  include:

|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | one or all of the beneficial owners other than
      a Target Issuer (being a company which is the beneficial owner of the Significant
      Assets to be acquired by the capital pool company as its Qualifying Transaction,
      where the acquisition is to be conducted through the purchase of securities
      of that company whether by security purchase agreement, takeover bid, amalgamation,
      plan of arrangement or other corporate reorganization) of the Significant
      Assets which are to be purchased, optioned or otherwise acquired by the
      capital pool company as its Qualifying Transaction;
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any Target Issuer (as defined in (a) above);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any Related Party (as defined below) of any party
      referred to in (a) or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | above; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | all other parties to or associated with the Qualifying
      Transaction and the Associates and Affiliates of all such other parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|For the purposes of the
        foregoing definition and the terms Related Parties of the Qualifying
        Transaction and Related Parties of the Company the term
        Related Parties means in relation to a company, a promoter,
        officer, director, other insider or control person of that company and
        any Associates or Affiliates of any such persons and in relation to an
        individual, any Associate of the individual or any company of which the
        individual is a promoter, officer, director or control person. A party
        is the Associate of another if:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the party is a partner of that person;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the party is a trust or estate in which that
      person has a substantial beneficial interest or for which the person serves
      as trustee or in a similar capacity;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the party is a company of which that person beneficially
      owns or controls, directly or indirectly, voting shares carrying more than
      10% of the voting rights attached to all outstanding voting shares of the
      company; or                                                                                                                                                                                                                                                                                                                                                                                      
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | in the case of an individual:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

For the purposes of Affiliate, a company is affiliated
  with another company if one of them is the subsidiary of the other or each of
  them is controlled by the same person. A company is controlled by
  a person if the voting shares of the company are held, other than by way of
  security only, by or for the benefit of that person and the voting shares, if
  voted, entitle the person to elect a majority of the directors of the company.

The Company will provide its shareholders with an information
  circular containing full, true and plain disclosure in respect of all material
  facts relating to a proposed Qualifying Transaction. The information circular
  will be submitted to the TSX Venture Exchange prior to distribution to the Companys
  shareholders, and the disclosure in the information circular will be made in
  accordance with the applicable form of a prospectus under the Securities
  Act(British Columbia) and in accordance with the requirements of the TSX
  Venture Exchange.

16

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The Company will be required to file with the TSX Venture
  Exchange, among other things, a draft copy of the information circular it proposes
  to deliver to its shareholders relating to the Qualifying Transaction, copies
  of material contracts, engineering reports or valuation reports, and audited
  financial statements, unaudited financial statements and pro forma financial
  statements. As part of the review of the Qualifying Transaction, the TSX Venture
  Exchange will review the expenses, disclosure, trading history and other transactions
  undertaken by the Company during its listing to determine compliance with TSX
  Venture Exchange policies.

Acceptance for filing by the TSX Venture Exchange of a Qualifying
  Transaction also calls for sponsorship by a member of the TSX Venture Exchange
  that meets the TSX Venture Exchanges qualifications to act as sponsor.
  The role of the sponsoring member firm is an integral part of the Qualifying
  Transaction process. Effectively, the sponsoring firm will review the Qualifying
  Transaction to determine the suitability of the Companys listing on the
  TSX Venture Exchange upon the completion of the Qualifying Transaction. The
  TSX Venture Exchange will halt trading from the date of announcement of an Agreement
  in Principle (as defined in TSX Venture Exchange policies) regarding the Qualifying
  Transaction if the Company has announced a Qualifying Transaction but has not
  yet secured a member firm to act as sponsor for the Qualifying Transaction or
  if the Company has not filed supporting documents with the TSX Venture Exchange
  relating to the Qualifying Transaction within 60 days of the date of the announcement
  of the Agreement in Principle.

Notwithstanding that a transaction may meet the definition
  of a Qualifying Transaction, the TSX Venture Exchange may not approve a Qualifying
  Transaction where the Company fails to meet the minimum listing requirements
  of the TSX Venture Exchange upon completion of the Qualifying Transaction or
  for any other reason at the sole discretion of the TSX Venture Exchange. In
  addition, the TSX Venture Exchange may suspend from trading or de-list the securities
  of the Company where it has failed to complete a Qualifying Transaction within
  18 months of its date of listing.

United States vs. Foreign Sales/Assets

The Company has generated no sales. 
  At 4/30/2002, 4/30/2001, and 12/31/2000, all assets were located in Canada.

Seasonality Dependency upon Patents/Licenses/Contracts/Processes Sources/Availability of Raw Materials Material Effects of Government Regulations

--- No Disclosure Necessary ---

4.C. Organization Structure

The Company was incorporated in British Columbia under the
  British Columbia Company Acton 2/8/2000 under the name "Brockton Capital
  Corp..

4.D. Property, Plant and Equipment

The Companys executive offices are located in shared,
  rented premises of approximately 500 sq. ft. at 750 West Pender Street, #604,
  Vancouver, British Columbia, Canada V6C 2T7. The Company began occupying these
  facilities in February 2000.

The Company has no other property or facilities.

17

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for Fiscal 2002/2001 ended April
  30th and Fiscal 2000 ended December 31st should be read in conjunction with
  the consolidated financial statements of the Company and the notes thereto.
  The Company was incorporated 2/8/2000 and utilized a December 31st fiscal yearend;
  subsequent to the end of Fiscal 2000, the fiscal yearend was changed to April
  30th.

Overview

During Fiscal 2002 ended 4/30/2002, the Companys activity
  was primarily related to the completion of the Companys initial public
  offering, including listing the company for trading as a Capital Pool Company
  on the Canadian Venture Exchange (CDNX)(now TSX Venture Exchange).
  Effectively 8/1/2001, the Company completed its initial public offering, having
  received approval from the British Columbia Securities Commission, the Alberta
  Securities Commission and the CDNX, and issued 1,750,000 common shares at $0.15
  per share. On 8/27/2001, the common shares of the company were listed for trading
  on the CDNX. Subsequent to 8/27/2001 and currently, the Companys principle
  business is to identify and evaluate opportunities for the acquisition of an
  interest in assets or businesses and, once identified and evaluated, to negotiate
  an acquisition or participation subject to receipt of shareholder approval and
  acceptance for filing by the TSX Venture Exchange. The Company does not have
  business operations or assets other than cash. The company is required to complete
  an acquisition by 2/27/2003.

On 9/4/2002, the Company signed a letter of intent to acquire
  all of the common shares of Cyberhand Technologies Inc. (Cyberhand)
  by way of a share exchange transaction (the Transaction). The proposed
  Transaction will serve as Brocktons qualifying transaction pursuant to
  Policy 2.4 of the TSX Venture Exchange. Cyberhand, privately incorporated in
  Alberta with operations in Fernie, British Columbia, is a company with a focus
  on the development of new technologies specific to consumer electronics. The
  Company has advanced $60,000 to Cyberhand pursuant to notes payable to fund
  that firms activities pending the proposed acquisition. Consummation of the
  acquisition is subject to diligence, regulatory approval, and shareholder approval;
  and cannot yet be considered probable.

The Company has signed agreements for a potential $2 million
  financing using a private placement of common shares.

Results of Operations

Administrative expenses totaled $44,133 for Fiscal 2002, a
  nine-fold increase from the $5,030 for the last fiscal period. Increased corporate
  activity related to completing its initial public offering and listing on the
  CDNX were the cause for the higher costs.

Administrative expenses totaled $5,030 for Fiscal 2001 Ended
  4/30/2001, fifty times the $112 expenses for Fiscal 2000 Ended 12/31/2000 (three
  months). Much of this increase was due to increased corporate activity.

The Company recorded interest income of $9,823 for Fiscal
  2002 compared to $6,327 for Fiscal 2001.

Net Income (Loss) was ($34,310) and $1,297 for Fiscal 2002
  and Fiscal 2001, respectively. Net Income (Loss) per Share was ($0.01) and $0.00
  for Fiscal 2002 and Fiscal 2001, respectively.

18

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Liquidity and Capital Resources

Fiscal 2002 Ended 4/30/2002

The Company had a working capital of $339,316 as at 4/30/2002.

Cash Used by Fiscal 2002 Operating Activities totaled ($44,681)
  including the ($34,310) Net Loss. Significant adjustments included ($10,371)
  in net changes in non-cash working capital items. Cash Used in Fiscal 2002 Investing
  Activities was $nil. Cash Raised in Fiscal 2002 Financing Activities was $228,065,
  including the aforementioned initial public offering and the 87,500 common share
  issuance related to the exercise of Agent stock options.

Fiscal 2001 Ended 4/30/2001

The Company had a working capital of $145,561 as at 4/30/2001.

Cash Provided by Fiscal 2001 Ended 4/30/2001 Operating Activities
  totaled $1,463 including the $1,297 Net Income. Significant adjustments included
  the $166 in net changes in non-cash working capital items. Cash Used in Fiscal
  2001 Investing Activities was $nil. Cash Provided by Fiscal 2001 Financing Activities
  was $147,027, including the aforementioned private placements and share issuance
  costs.

19

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Recent Accounting Pronouncements Applicable to Us

In July 2001, the Financial Accounting Standards Board, or
  FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 141 Business
  Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.
  SFAS 141 requires all business combinations initiated after June 30, 2001 to
  be accounted for using the purchase method of accounting. Under SFAS 142, goodwill
  and intangible assets with indefinite lives are no longer amortized but are
  reviewed for impairment annually, or more frequently if impairment indicators
  arise. All other intangible assets will continue to be amortized over their
  estimated useful lives. The amortization provisions of SFAS 142 apply to goodwill
  and intangible assets acquired after June 30, 2001. With respect to goodwill
  and intangible assets acquired prior to July 1, 2001, we are required to adopt
  SFAS 142 effective July 1, 2002. The adoption of SFAS 141 and SFAS 142 is not
  expected to have a material impact on our financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, Accounting
  for the Impairment or Disposal of Long-Lived Assets. Although SFAS 144
  supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
  and for Long-Lived Assets to Be Disposed Of, or SFAS 121, it retains the requirements
  of SFAS 121 regarding recognition of impairment loss for long-lived assets to
  be held and used (based on undiscounted cash flows) and resolves certain implementation
  issues. Under SFAS 144, companies will (1) recognize an impairment loss only
  if the carrying amount of a long-lived asset is not recoverable based on its
  undiscounted future cash flows and (2) measure an impairment loss as the difference
  between the carrying amount and fair value of the asset. SFAS 144 also provides
  guidance on accounting and disclosure issues surrounding long-lived assets to
  be disposed of by sale. The adoption of SFAS 144 on July 1, 2002 is not expected
  to have a material impact on our financial position or results of operations.

On April 30, 2002, the FASB issued Statement of Financial
  Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and
  64, Amendment of FASB Statement No. 13, and Technical Corrections". Among other
  amendments and rescissions, SFAS No.145 eliminates the requirement that gains
  and losses from the extinguishment of debt be aggregated and, if material, classified
  as an extraordinary item, net of the related income tax effect, unless such
  gains and losses meet the criteria in paragraph 20 of Accounting Principles
  Board Opinion No. 30, Reporting the Results of Operations, Reporting the Effects
  of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
  Occurring Events and Transactions. The adoption of SFAS 145 on May 15, 2002
  is not expected to have a material impact on our financial position or results
  of operations.

In July 2002, the Financial Accounting Standards Board issued
  SFAS No. 146, Accounting for Exit or Disposal Activities. SFAS No. 146 addresses
  the recognition, measurement, and reporting of costs that are associated with
  exit and disposal activities, including costs related to terminating a contract
  that is not a capital lease and termination benefits that employees who are
  involuntarily terminated receive under the terms of a one-time benefit arrangement
  that is not an ongoing benefit arrangement or an individual deferred-compensation
  contract. SFAS No. 146 supercedes Emerging Issues Task Force Issue No. 94-3,
  Liability Recognition for Certain Employee Termination Benefits and Other Costs
  to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS
  No. 146 will be effective for exit or disposal activities of the Company that
  are initiated after December 31, 2002 and is not expected to have a material
  impact on our financial position or results of operations.

20

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6.A. Directors and Senior Management

Table No. 3 
  Directors and Senior Management 
  December 31, 2002

---

---

|                              |                        |     | Date of First
|----------------------------- | ---------------------- | --- | -------------
|                              |                        |     | Election or  
|Name                          | Position               | Age | Appointment  
|                             
|Terry M. Amisano (1)(2)       | Director               | 47  | February 2000
|Brian A. Hanson (2)(4)        | CFO/Secretary          | 56  | February 2000
|Kevin R. Hanson (1)(2)(5)     | President/CEO/Director | 46  | February 2000
|Michael S. Weingargten (1)(3) | Director               | 47  | April 2001   
|                             

|(1) | Member of Audit Committee.                                                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Resident/Citizen of British Columbia, Canada.                                                                                                                                                     
|(3) | Resident/Citizen of Ontario, Canada.                                                                                                                                                              
|(4) | He spends less than 5% of his time on the affairs of the Company.                                                                                                                                 
|(5) | He spends about 10% of his time on the affairs of the Company.                                                                                                                                    
|(6) | Business Address: c/o   Brockton Capital Corp.
                                          750
      Pender Street #604
                                          Vancouver,
      BC Canada V6C 2T7

---

Terry M. Amisano, a Director of the Company, a chartered
  accountant since 1985, is currently a partner with Amisano Hanson, Chartered
  Accountants, since 1991. From 1985 to 1990, Mr. Amisano was the partner of Amisano
  & Co., Chartered Accountants. Mr. Amisano is also the President and Chief
  Executive Officer of Zena Capital Corp., a capital pool company listed on the
  TSX Venture Exchange.

Brian A Hansonwas appointed Secretary in February
  2000 and Chief Financial Officer in August 2000. Mr. Hanson is a lawyer and
  a partner with the firm of Ratcliff & Company since 1995. Prior to that
  he was a partner with the firm of Collier Hanson from 1976 to 1995. Mr. Hanson
  attained a Bachelor of Commerce degree from the University of British Columbia
  in 1970 and obtained a law degree from the University of British Columbia in
  1971. He was called to the Bar of the Province of British Columbia in 1972.
  He is a member of the Law Society of British Columbia and the Canadian Bar Association.
  He is head of the Real Property Department of Ratcliff & Company and specializes
  in Real Property Law, Corporate Commercial Law and Wills and Estates Law. Mr.
  Hanson is also the Chief Financial Officer and Secretary of Zena Capital Corp.,
  a capital pool company listed on the TSX Venture Exchange.

Kevin R. Hanson, President/CEO and a Director of the
  Company, has been a chartered accountant since 1983, a certified public accountant
  (CPA) since 2001, and is currently a partner with Amisano Hanson, Chartered
  Accountants, since 1991. From 1987 to 1991, Mr. Hanson provided services as
  a controller of seven reporting public companies while working for Clark Consulting
  Services Inc. From 1994 until 1998, Mr. Hanson served as a member of the Technical
  Subcommittee to the British Columbia Securities Commission and the Vancouver
  Stock Exchange. In June 2000, Mr. Hanson became a director of TriLateral Venture
  Corporation, a reporting issuer in Ontario that trades in the over-the-counter
  market. Mr. Hanson is also a director of: Zena Capital Corp., a capital pool
  company listed on the TSX Venture Exchange.

21

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Michael S. Weingartenis a Director of the Company.
  In 1999, as the President and controlling shareholder of Business Supplies Are
  Us Inc. (BSRU), he successfully completed the reverse take-over
  of a capital pool company, Balmoral Capital Corp., and listed the company on
  the TSX Venture Exchange (formerly the Canadian Venture Exchange). The public
  company, traded on the TSX Venture Exchange and AMEX, now named Commercial Consolidators
  Corp. His achievements to date which attribute to his success include being
  a founding majority shareholder of BSRU; founder and President of Complete Telemanagement
  Services Inc., the major hybrid channel for AT&T Canada with regard to local
  Centrex resale, bundled with long distance services; Director of Operations
  for Preferred Telemanagement, a reseller of Centrex local lines and owner and
  President of Isoceles Telephone Corp. Mr. Weingarten also is a director of Tri-Lateral
  Venture Corporation, a reporting issuer in Ontario that trades in the over-the-counter
  market. Mr. Weingarten is also a director of Zena Capital Corp., a capital pool
  company listed on the TSX Venture Exchange.

The Directors have served in their respective capacities since
  their election and/or appointment and will serve until the next Annual General
  Meeting or until a successor is duly elected, unless the office is vacated in
  accordance with the Articles/By-Laws of the Company.

The Executive Officers serve at the pleasure of the Board
  of Directors.

Despite the Companys executive officers spending material
  portions of their time on businesses other than the Company, the Company believes
  that they devote sufficient time to the Company to properly carry out their
  duties.

No Director and/or Executive Officer has been the subject
  of any order, judgment, or decree of any governmental agency or administrator
  or of any court or competent jurisdiction, revoking or suspending for cause
  any license, permit or other authority of such person or of any corporation
  of which he is a Director and/or Executive Officer, to engage in the securities
  business or in the sale of a particular security or temporarily or permanently
  restraining or enjoining any such person or any corporation of which he is an
  officer or director from engaging in or continuing any conduct, practice, or
  employment in connection with the purchase or sale of securities, or convicting
  such person of any felony or misdemeanor involving a security or any aspect
  of the securities business or of theft or of any felony.

Kevin R. Hanson and Brian A. Hanson are brothers. There are
  no other family relationships between any two or more Directors or Executive
  Officers.

There are no arrangements or understandings between any two
  or more Directors or Executive Officers, pursuant to which he was selected as
  a Director or Executive Officer.

6.B. Compensation

Cash Compensation. Total compensation accrued
  and/or paid (directly and/or indirectly) to all Directors/Senior Management
  during Fiscal 2002 ended 4/30/2002 was $nil.

No payments have been made, directly or indirectly, nor will
  they be made until the completion of the Qualifying Transaction, by the Company
  to the Directors and officers of the Company or any parties related to them
  other than for re-imbursement for reasonable expenses for office supplies, office
  rent, related utilities, equipment leases and certain legal/accounting services
  and for reimbursement for reasonable out-of-pocket expenses incurred in pursuing
  the business of the Company. Refer to ITEM #7.

22

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Director Compensation. The Company has no formal
  plan for compensating its Directors for their service in their capacity as Directors.
  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket
  expenses incurred in connection with attendance at meetings of the Board of
  Directors. The Board of Directors may award special remuneration to any Director
  undertaking any special services on behalf of the Company other than services
  ordinarily required of a Director. Other than indicated below no Director received
  any compensation for his services as a Director, including committee participation
  and/or special assignments.

Stock Options. The Company grants stock options
  to Directors, Senior Management and employees; refer to ITEM #6.E., "Share Ownership".

Change of Control Remuneration. The Company
  has no plans or arrangements in respect of remuneration received or that may
  be received by Executive Officers of the Company in Fiscal 2003 to compensate
  such officers in the event of termination of employment (as a result of resignation,
  retirement, change of control) or a change of responsibilities following a change
  of control, where the value of such compensation exceeds US$60,000 per Executive
  Officer.

Other Compensation. No Executive Officer/Director
  received other compensation in excess of the lesser of US$25,000
  or 10% of such officer's cash compensation, and all Executive Officers/Directors
  as a group did not receive other compensation which exceeded US$25,000 times
  the number of persons in the group or 10% of the compensation.

Bonus/Profit Sharing/Non-Cash Compensation.
  Except for the stock option program discussed in ITEM #6.E., the Company has
  no material bonus or profit sharing plans pursuant to which cash or non-cash
  compensation is or may be paid to the Company's Directors or Executive Officers.

Pension/Retirement Benefits. No funds were set
  aside or accrued by the Company during Fiscal 2002 to provide pension, retirement
  or similar benefits for Directors or Executive Officers.

6.C. Board Practices

6.C.1. Terms of Office. Refer to ITEM 6.A.1.

6.C.2. Directors Service Contracts. --- Not Applicable ---

6.C.3. Board of Director Committees.

The Company has only an Audit Committee, which recommends
  to the Board of Directors the engagement of the independent auditors of the
  Company and reviews with the independent auditors the scope and results of the
  Companys audits, the Companys internal accounting controls, and
  the professional services furnished by the independent auditors to the Company.
  The current members of the Audit Committee are: Terry M. Amisano, Kevin R. Hanson,
  and Michael S. Weingarten. The Audit Committee met once during Fiscal 2002 and
  has met once during Fiscal 2003-to-date.

6.D. Employees

As of 12/31/2002, the Company had two employees, representing
  the two Senior Management. As of 4/30/2002, 4/30/2001 and 12/31/2000, there
  were two, two and two employees (including the Senior Management), respectively.
  None of the Company's employees are covered by collective bargaining agreements.

23

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6.E. Share Ownership

Table No. 4 lists, as of 12/31/2002, Directors and Executive
  Officers who beneficially own the Company's voting securities and the amount
  of the Company's voting securities owned by the Directors and Executive Officers
  as a group. Table No. 7 also includes data on Greg Burnett and Alan Crawford,
  the only other persons/companies where the Company is aware that a shareholder
  has 5% or greater beneficial interest in the Companys securities.

Table No. 4 
  Shareholdings of Directors and Executive Officers 
  Shareholdings of 5% Shareholders

---

---

|Title                    |                           | Amount and Nature |       | Percent
|------------------------ | ------------------------- | ----------------- | ----- | -------
|of                       |                           | of Beneficial     |       | of     
|Class                    | Name of Beneficial Owner  | Ownership         |       | Class #
|                         |                           |                   |       |        
|Common                   | Kevin R. Hanson (1)       | 645,000           |       | 15.1%  
|Common                   | Terry M. Amisano (2)      | 547,500           |       | 13.1%  
|Common                   | Michael S. Weingarten (3) | 547,500           |       | 13.1%  
|Common                   | Greg Burnett (4)          | 450,000           |       | 11.0%  
|Common                   | Alan Crawford (4)         | 450,000           |       | 11.0%  
|Common                   | Brian A. Hanson (5)       | 12,000            |       | 0.3%   
|Total Directors/Officers | 2,652,000                 |                   | 64.9%
|                         |                           |                   |       |        

|(1) | 195,000  represent currently exercisable stock options.
      
      450,000  shares are escrowed and contingently cancelable where 
                     release
      is controlled by Canadian regulatory authorities 
      Excludes 120,000 shares owned by members of his family (other than Brian
      Hanson) where he disavows beneficial interest and does not have voting or
      disposition control.                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(2) | 97,500    represent currently exercisable
      stock options. 
      450,000  shares are escrowed and contingently cancelable where 
                   
       release is controlled by Canadian regulatory authorities
      Excludes 200,000 shares owned by members of his family, where he disavows
      beneficial interest and does not have voting or disposition control.                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(3) | 97,500    represent currently exercisable
      stock options. 
      450,000  shares are escrowed and contingently cancelable where 
                     release
      is controlled by Canadian regulatory authorities                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(4) | 450,000  shares are escrowed and contingently cancelable
      where               
       release is controlled by Canadian regulatory authorities                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(5) | 10,000    represent currently exercisable
        stock options. 
        2,000      shares are escrowed and contingently
        cancelable where 
                     
         release is controlled by Canadian regulatory authorities
        Excludes 120,000 shares owned by members of his family (excluding Kevin
        Hanson), where he disavows beneficial interest and does not have voting
        or disposition control.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|#   | Based on 4,087,500 shares outstanding as of 12/31/2002 and
      stock options held by each beneficial holder exercisable within sixty days.                                                                                                                                                                                                                                                                                               

24

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Stock Options. The terms of incentive options granted
  by the Company are done in accordance with the rules and policies of the TSX
  Venture Exchange, including the number of common shares under option, the exercise
  price and expiry date of such options, and any amendments thereto. The Company
  has no formal written stock option plan.

Such terms and conditions, including the pricing
  of the options, expiry and the eligibility of personnel for such stock options;
  and are described below.

The principal purposes of the Companys stock option
  program are to (a) promote a proprietary interest in the Company among the officers,
  directors and employees of the Company and its affiliates, (b) retain and attract
  the qualified officers, directors and employees the Company requires, (c) provide
  a long-term incentive element in overall compensation, and (d) promote the long-term
  profitability of the Company.

The TSX Venture Exchange policy in respect of incentive stock
  options provides that shareholder approval is not required if the aggregate
  number of common shares that may be reserved for issuance pursuant to incentive
  stock options does not exceed 10% of the issued common shares of the Company,
  5% to any one individual and 2% to any consultant at the time of granting.

Shareholder approval of the grant of incentive stock options
  is required pursuant to the rules of the TSX Venture Exchange where the grant
  will result in the Company having options outstanding which, in aggregate, are
  exercisable to acquire over 10% (to a maximum of 20%) of the outstanding common
  shares of the Company.

In addition, disinterested shareholders (all shareholders
  excluding insiders and associates of insiders) approval is required pursuant
  to the rules of the TSX Venture Exchange where:

|(a) | grant of incentive stock options could result
      at any time in:                                 
|--- | ----------------------------------------------------------------------------------------------------
|    | (i)                                                                                                 
|    | (ii)                                                                                                
|    | (iii)                                                                                               
|    | (iv)                                                                                                
|(b) | the Company is proposing to decrease the exercise
      price of stock options held by any insiders.

The program authorizes the Board, or a committee thereof, to
  grant stock options from time to time to officers, directors and employees of
  the Company and its affiliates.

Under the program, stock options are non-assignable and may
  be granted for a term not exceeding ten years. The exercise price of a stock
  option may not be lower than the closing price of the common shares on the TSX
  Venture Exchange on the business day immediately preceding the date the Option
  is granted. If an optionee ceases to be an officer, director or employee of
  the Company other than by reason of the death of such optionee, any outstanding
  stock option held by such optionee will expire one month after the date of termination
  of service, or such later date as the Board may determine. In the event of the
  death of an optionee, any outstanding stock option held by the optionee will
  be exercisable by such optionees representatives for a period of twelve
  months after such death.

25

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No stock option granted under the stock option program is
  transferable by the optionee other than by will or the laws of descent and distribution,
  and each stock option is exercisable during the lifetime of the optionee only
  by such optionee.

The Board, in certain events, as to exercise price and number
  of Common Shares, to prevent dilution or enlargement, may adjust outstanding
  stock options.

Although the Company has the right to create a multi-year
  vesting schedule, all existing granted stock options were vested upon granting.

The names and titles of the Directors/Executive Officers of
  the Company to whom outstanding stock options have been granted and the number
  of common shares subject to such options are set forth
  in Table No. 5 as of 12/31/2002,as well as the number of options granted
  to Directors and all employees as a group.

Table No. 5 
  Stock Options Outstanding

---

---

|                                   | Number of Shares of |  | CDN$  |  |         |  |        
|---------------------------------- | ------------------- |  | ----- |  | ------- |  | -------
|                                   | Common              |  | Exer. |  | Grant   |  | Expirn
|Name                               | Stock               |  | Price |  | Date    |  | Date   
|                                   |                     |  |       |  |         |  |        
|Kevin R. Hanson (1)                | 195,000             |  | $0.15 |  | 4/27/01 |  | 8/01/06
|Terry M. Amisano (2)               | 97,500              |  | $0.15 |  | 4/27/01 |  | 8/01/06
|Michael S. Weingarten (3)          | 97,500              |  | $0.15 |  | 4/27/01 |  | 8/01/06
|Brian A. Hanson (4)                | 10,000              |  | $0.15 |  | 4/27/01 |  | 8/01/06
|Total Officers/Directors           | 400,000             |  |       |  |         |  |        
|Total Employees/Consultants        | 0                   |  |       |  |         |  |        
|Total Officers/Directors/Employees | 400,000             |  |       |  |         |  |        

---

---

Agent Stock Purchase Options. The Company granted
  the Agent in the initial public offering options to purchase up to 175,000 common
  shares of the Company, at any time up to the close of business 18 months from
  the day the Companys common shares were listed for trading on the TSX
  Venture Exchange, at a price of $0.15 per share. 87,500 of these options were
  exercised 9/26/2001. At 12/31/2002, there were 87,500 agent share purchase
  options outstanding entitling the agent the right to purchase 87,500 common
  shares at $0.15 per share until 2/27/2003

26

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders.

7.A.1.a. Holdings By Major Shareholders.

Refer to ITEM #6.E. and Table No. 7.

7.A.1.b. Significant Changes in Major Shareholders Holdings.

There have been no changes in the holdings of the major shareholders
  since their purchases of 450,000 shares each in March 2000.

7.A.1.c. Different Voting Rights. The Companys major shareholders do not have different voting rights.

7.A.2. Canadian Share Ownership. The Company's
  common shares are issued in registered form and the following information is
  taken from the records of Pacific Corporate Trust Company (located in Vancouver,
  British Columbia, Canada), the registrar and transfer agent for the common shares.

On 9/6/2002, the shareholders' list for the Company's common
  shares showed 8 registered shareholders and 4,087,500 shares issued and outstanding.
  All these shareholders were Canadian residents.

The Company has researched the indirect holding by depository
  institutions and other financial institutions and estimates that there are no
  "holders of record" resident in the United States.

Based on this research and other research into the indirect
  holdings of other financial institutions, the Company believes that it has in
  excess of 300 beneficial owners of its common shares.

7.A.3. Control of Company. The Company
  is a publicly-owned Canadian corporation, the shares of which are owned by U.S.
  residents, Canadian residents and other foreign residents. The Company is not
  controlled by any foreign government or other person(s) except as described
  in ITEM #4.A., History and Development of the Company, and ITEM
  #6.E., Share Ownership.

7.A.4. Change of Control of Company Arrangements.

-- No Disclosure Necessary --

27

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7.B. Related Party Transactions

Shared Office

The Companys executive offices are located in facilities
  shared with Amisano Hanson, Chartered Accountants. Terry Amisano and Kevin Hanson
  are principles of Amisano Hanson, Chartered Accountants. The Company paid $nil,
  $nil, and $6,000 in rent/office equipment rental to Amisano Hanson during Fiscal
  2000, Fiscal 2001 and the Fiscal 2002, respectively. The Company also paid $2,000
  for office supplies and $4,000 for equipment rental during Fiscal 2002.

Accounting Fees

The Company has paid accounting fees of $13,292 to Amisano
  Hanson during Fiscal 2002 Ended 4/30/2002.

Other than as disclosed above, there have been no transactions
  since 2/8/2000, or proposed transactions, which have materially affected or
  will materially affect the Company in which any director, executive officer,
  or beneficial holder of more than 10% of the outstanding common stock, or any
  of their respective relatives, spouses, associates or affiliates has had or
  will have any direct or material indirect interest. Management believes the
  transactions referenced above were on terms at least as favorable to the Company
  as the Company could have obtained from unaffiliated parties.

7.C. Interests of Experts and Counsel

--- No Disclosure Necessary ---

ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and Other Financial Information

The Company's financial statements are stated in Canadian
  Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted
  Accounting Principles (GAAP), the application of which, in the case of the Company,
  conforms in all material respects for the periods presented with United States
  GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached
  hereto and found immediately following the text of this Annual Report. The audit
  report of Morgan & Company, independent Chartered Accountants, are included
  herein immediately preceding the financial statements and schedules.

Audited Financial Statements 
  for Fiscal 2002 Ended April 30th 
       Fiscal 2001 Ended April 30th 
       Cumulative from Incorporation

8.A.7. Legal/Arbitration Proceedings

The Directors and the management of the Company know of no
  material, active or pending, legal proceedings against them; nor is the Company
  involved as a plaintiff in any material proceeding or pending litigation.

The Directors and the management of the Company know of no
  active or pending proceedings against anyone that might materially adversely
  affect an interest of the Company.

8.B. Significant Changes

Other than disclosed in this Annual Report, there have been
  no significant change has occurred since the date of the annual financial statements,
  and/or since the date of the most recent interim financial statements.

28

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ITEM 9. THE OFFER AND LISTING

9.A.4. Common Share Trading Information

The Company's common shares began trading on the TSX Venture
  Exchange (formerly the Canadian Venture Stock Exchange) in Toronto, Ontario,
  Canada, on 8/27/2001. The stock symbol is BKC. The CUSIP number
  is #111718-10-2.

Table No. 6 lists the volume of trading and high, low and
  closing sales prices on the Canadian Venture Exchange for the Company's common
  shares for the last eight months, last five fiscal quarters, and the last fiscal
  year. Trading has been voluntarily halted since 9/3/2002 pending the Companys
  proposed completion of the acquisition of Cyberhand (refer to ITEM #4).

Table No. 6
  TSX Venture Exchange
  Common Shares Trading Activity

---

---

|           |  |           |  |        |  | - Sales -       
|---------- |  | --------- |  | ------ |  | ----------------
|Period     |  |           |  |        |  | Canadian Dollars
|Ended      |  | Volume    |  | High   |  | Low             
|           |  |           |  |        |  |                 
|Monthly    |  |           |  |        |  |                 
|12/31/2002 |  | nil       |  | $----- |  | $-----          
|11/30/2002 |  | nil       |  | $----- |  | $-----          
|10/31/2002 |  | nil       |  | $----- |  | $-----          
|9/30/2002  |  | nil       |  | $0.26  |  | $0.26           
|8/31/2002  |  | 33,000    |  | $0.30  |  | $0.25           
|7/31/2002  |  | 2,000     |  | $0.30  |  | $0.29           
|6/30/2002  |  | nil       |  | $0.30  |  | $0.29           
|5/31/2002  |  | 2,000     |  | $0.30  |  | $0.28           
|Quarterly  |  |           |  |        |  |                 
|10/31/2002 |  | 33,000    |  | $0.30  |  | $0.26           
|7/31/2002  |  | 4,000     |  | $0.30  |  | $0.28           
|4/30/2002  |  | 15,500    |  | $0.30  |  | $0.27           
|1/31/2002  |  | 108,500   |  | $0.40  |  | $0.27           
|10/31/2001 |  | 1,951,000 |  | $0.32  |  | $0.15           
|Yearly     |  |           |  |        |  |                 
|4/30/2002  |  | 2,075,000 |  | $0.40  |  | $0.15           

---

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The TSX Venture Exchange

The TSX Venture Exchange is a result of the acquisition by
  the Toronto Stock Exchange of the Canadian Venture Exchange (CDNX)
  from its member firms on 8/1/2001. The CDNX resulted from the merger between
  the Vancouver Stock Exchange and the Alberta Stock Exchange that took place
  on 11/29/1999, to form the CDNX. The TSX Venture Exchange currently operates
  as a complementary but independent exchange from its parent, the Toronto Stock
  Exchange.

The initial roster of the CDNX was made up of venture companies
  previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange
  and later incorporated junior listings from the Montreal Stock Exchange, the
  Winnipeg Stock Exchange, and the CDN Over-The-Counter Market. The TSX Venture
  Exchange is a venture market as compared to the TSX Stock Exchange that is Canadas
  senior market and the Montreal Exchange that is Canadas market for derivatives
  products.

29

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The TSX Venture Exchange currently has five service centers:
  Calgary, Toronto, Vancouver, Winnipeg and Montreal. These service centers provide
  corporate finance, surveillance and marketing expertise. The corporate office
  for the TSX Venture Exchange is located in Calgary and the operations office
  is located in Vancouver.

The TSX Venture Exchange is a self-regulating organization
  owned and operated by the Toronto Stock Exchange, which in turn is owned by
  its member brokerage firms. It is governed by representatives of member firms
  and the public.

Organizationally, the TSX Venture Exchange is comprised of
  seven business areas: Corporate Finance Services, Trading Services and Market
  Information Services, Compliance, Marketing, Technology, Corporate Affairs and
  Human Resources.

The TSX Venture Exchange acts as a business link between TSX
  members, listed companies and investors. TSX Venture Exchange policies and procedures
  are designed to accommodate companies still in their formative stages and recognize
  those that are more established. Listings are predominately small and medium
  sized companies.

Post-trade monitoring of market activity occurs in the market
  surveillance department. Sophisticated software analyses trade data from TRADETSX
  to detect possible market improprieties. A variety of surveillance and investigative
  tools allow the TSX Venture Exchange to perform electronic market monitoring
  and trade reviews.

The surveillance department is also responsible for monitoring
  and reviewing listed company activities and detecting breaches of the listing
  policies or the listing agreement. Market surveillance and listed company surveillance
  activities are closely coordinated.

Enforcement action taken by the surveillance department may include the following:

|1) | forcing companies to correct misleading or inaccurate disclosure which
      includes new releases or internet postings:                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|2) | requiring the resignation of unacceptable directors and officers;                                                                                        
|3) | requiring cancellation and return shares to treasury;                                                                                                    
|4) | requiring undertakings from directors and officers that they will ensure
      compliance with the listing agreement and listings policies in the future;
|5) | requiring the termination of unacceptable investor relations services;                                                                                   
|6) | halting and suspending trading in the shares of companies;                                                                                               
|7) | de-listing companies that have contravened exchange by-laws, rules or
      policies.                                                                    

The market surveillance department issues TSX notices to inform the public
  of halts, suspensions, de-lists and other enforcement actions. All TSX notices
  can be found on the TSX website or INFOTSX. In the public interest, trading
  halts or suspensions are maintained until the surveillance department is satisfied
  that there is adequate disclosure of the companys affairs and a level
  playing field for investors.

30

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In addition to market surveillance, the TSX Venture Exchanges
  compliance department is comprised of an investigative services team that conducts
  investigations into alleged violations of securities trading. The TSX Venture
  Exchange Conduct Review Committee determines whether a case for discipline exists.
  Disciplinary cases either result in a settlement reached between TSX Venture
  Exchange and the respondent or they proceed to a disciplinary hearing. The public
  can attend disciplinary hearings, view the exhibits filed and obtain copies
  of the decisions issued by the panel. If the hearing panels decision is
  not acceptable to either TSX Venture Exchange or the respondent, an appeal process
  may be initiated.

Investors in Canada are protected by the Canadian Investor
  Protection Fund (CIPF). The CIPF is a private trust fund established
  to protect customers in the event of the insolvency of a member of any of the
  following self-regulatory organizations: the TSX Venture Exchange; the Montreal
  Exchange; the Toronto Stock Exchange; the Toronto Futures Exchange; and the
  Investment Dealers Association of Canada.

Post-trade monitoring of market activity occurs in the market
  surveillance department. Sophisticated software analyses trade data from TRADETSX
  to detect possible market improprieties. A variety of surveillance and investigative
  tools allow the TSX Venture Exchange to perform electronic market monitoring
  and trade reviews.

The surveillance department is also responsible for monitoring
  and reviewing listed company activities and detecting breaches of the listing
  policies or the listing agreement. Market surveillance and listed company surveillance
  activities are closely coordinated.

9.B. Plan of Distributions

--- Not Applicable ---

9.C. Stock Exchanges Identified

The common shares trade on the TSX Venture Exchange. 
  Refer to ITEM #9.A.4.

31

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ITEM 10. ADDITIONAL INFORMATION

10.A. Share Capital

--- Not Applicable ---

10.B. Memorandum and Articles of Association

Objects and Purposes

The Articles of Incorporation place no restrictions upon the
  type of business that the Company may engage in.

Disclosure of Interest of Directors, Part 16 of the Articles

16.1. A director who is, in any way, directly or indirectly,
  interested in a proposed contract or transaction with the company shall be counted
  in the quorum at any meeting of the directors at which the proposed contract
  or transaction is approved.

16.2. A director may hold any office or place of profit with
  the company, other than the office of auditor of the company, in conjunction
  with his office of director for such period and on such terms, as to remuneration
  or otherwise, as the directors may determine and no director or intended director
  shall be disqualified by his office from contracting with the company either
  with regard to his tenure of any such other office or place of profit or as
  vendor, purchaser or otherwise, and, subject to compliance with the provisions
  of the Company Ace, no contract or transaction entered into by or on behalf
  of the company in which a director is in any way interested shall be liable
  to be voided by reason thereof.

16.3. Subject to compliance with the provisions of the Company
  Act, a director or his firm may act in a professional capacity for the company
  and he or his firm shall be entitled to remuneration for professional services
  as if he were not a director.

16.4. A director may be or become a director or other officer
  or employee of; or otherwise interested in, any other corporation or firm, whether
  or not the company is interested therein as a shareholder or otherwise, and,
  subject to compliance with the provisions of the Company Act, such director
  shall not be accountable to the company for any remuneration or other benefits
  received by him as a director, officer or employee of or from his interest in,
  such other corporation or firm.

Powers and Duties of Directors Remuneration of Directors Part 15 of the Articles

15.1. The directors shall manage or supervise the management
  of the affairs and business of the company and shall have the authority to exercise
  all such powers of the company as are not, by the Company Act or by the memorandum
  or these articles, required to be exercised by the company in general meeting.

15.2. The directors may from time to time, by power of attorney,
  appoint any person to be the attorney of the company for such purposes, and
  with such powers, authorities and discretion (not exceeding those vested in
  or exercisable by the directors under these articles and excepting the powers
  of the directors relating to the constitution of the Board and of any of its
  committees and the appointment or removal of officers and the power to declare
  dividends) and for such period, with such remuneration and subject to such conditions
  as the directors may think fit, and any such appointment may be made in favor
  of any of the directors or any of the members of the company or in favor of
  any corporation, or of any of the members, directors, nominees or

32

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managers of any corporation, firm or joint venture and any
  such power of attorney may contain such provisions for the protection or convenience
  of persons dealing with such attorney as the directors think fit. Any such attorney
  may be authorized by the directors to sub-delegate all or any of the powers,
  authorities and discretion for the time being vested in him.

Borrowing Powers of Directors,Part 8 of the Articles

8.1. The directors may from time to time authorize the company to:

|(a) | borrow money in such manner and amount, on such security,
      from such sources and upon such terms and conditions as they in their absolute
      discretion think fit;                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | issue bonds, debentures, and other debt obligations either
      outright or as security for any liability or obligation of the company or
      any other person; and                                                 
|(c) | mortgage, charge, whether by way of specific or floating
      charge, or give other security on the undertaking, or on the whole or any
      part of the property and assets of the company, both present and future.

8.2. Any bonds, debentures or other debt obligations of the
  company may be issued at a discount, premium or otherwise, and with any special
  privileges as to redemption, surrender, drawing, allotment of or conversion
  into or exchange for shares or other securities, attending and voting at general
  meetings of the company, appointment of directors or otherwise and may by their
  terms be assignable free from any equities between the company and the person
  to whom they were issued or any subsequent holder thereof, all as the directors
  may determine.

8.3. The Company may keep or cause to be kept one or more
  branch registers of its debenture-holders at such place or places as the directors
  may from time to time determine.

8.4. A bond, debenture or other debt obligation which contains
  printed or otherwise mechanically reproduced signatures, as may be permitted
  by the Company Act, is as valid as if signed manually notwithstanding that any
  person whose signature is so printed or mechanically reproduced shall have ceased
  to hold the office that he is stated on such bond, debenture or other debt obligation
  to hold at the date of the issue thereof.

Remuneration of DirectorsPart 13.2 of the Articles

13.2. The remuneration of the directors as such may from time
  to time be determined by the directors or if the directors shall so decide,
  by the members. Such remuneration may be in addition to any salary or other
  remuneration paid to any officer or employee of the company as such who is also
  a director. The directors shall be repaid such reasonable traveling, hotel and
  other expenses as they incur in and about the business of the company and if
  any director shall perform any professional or other services for the company
  that in the opinion of the directors are outside the ordinary duties of a director
  or shall otherwise be specially occupied in or about the Company's business,
  he may be paid a remuneration to be fixed by the Board, or, at the option of
  such director, by the company in general meeting, and such remuneration may
  be either in addition to, or in substitution for any other remuneration that
  he may be entitled to receive. The directors on behalf of the company. unless
  otherwise determined by ordinary resolution, may pay a gratuity, pension or
  allowance on retirement to any director who has held any salaried office or
  place of profit with the company or to his spouse or dependants and may make
  contributions to any fund and pay premiums for the purchase or provision of
  any such gratuity, pension or allowance.

33

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Required Ownership of Capital by Directors Part 13.3 of the Articles

13.3. A director shall not be required to hold a share in the capital of the company as qualification for his directorship.

Dividend Rights Part 21 of the Articles

21.1 The directors may from time to time declare and authorize
  payment of such dividends, if any, as they may deem advisable and need not give
  notice of such declaration to any member. No dividend shall be paid otherwise
  than out of funds or assets properly available for the payment of dividends
  and a declaration by the directors as to the amount of such funds or assets
  available for dividends shall be conclusive. The company may pay any such dividend
  wholly or in part by the distribution of specific assets and in particular by
  paid up shares, bonds, debentures or other securities of the company or any
  other corporation or in any one or more such way as may be authorized by the
  company or the directors. Where any difficulty arises with regard to such a
  distribution, the directors may settle the same as they think expedient, and
  in particular may fix the value for distribution of such specific assets or
  any part thereof, and may determine that cash payments, in substitution for
  all or any part of the specific assets to which any members may otherwise be
  entitled, shall be made to any members on the basis of the value so fixed in
  order to adjust the right of all panics and may vest any such specific assets
  in trustees for the persons entitled to the dividend as may seem expedient to
  the directors.

21.2. Any dividend declared on shares of any class by the
  directors maybe made payable on such dare as is fixed by the directors.

21.3. Subject to the rights of members, if any, holding shares
  with specific rights as to dividends, all dividends on shares of any class shall
  be declared and paid according to the number of such shares held.

21.4. The directors may, before declaring any dividend, set
  aside out of hinds properly available for the payment of dividends such sums
  as they think proper as a reserve or reserves, which shall, at the discretion
  of the directors, be applicable for meeting contingencies, or for equalizing
  dividends, or for any other purpose to which such funds of the company may be
  properly applied, and pending such application may, at the like discretion,
  either be employed in the business of the company or be invested in such investments
  as the directors may from time to time think fit The directors may also, without
  placing the same in reserve, carry forward such funds as they consider prudent
  not to divide.

21.5. If several persons are registered as joint holders of
  any share, any one of them may give an effective receipt for any dividend, bonus
  or other monies payable in respect of the share.

21.6. No dividend shall bear interest against the company.
  where the dividend to which a member is entitled includes a fraction of a cent,
  such fraction shall be disregarded in making payment thereof and such payment
  shall be deemed to be payment in full.

21.7. Any dividend, bonus or other monies payable in cash
  in respect of shares may be paid by check or warrant sent through the post directed
  to the registered address of the holder, or in the case of joint holders, to
  the registered address of that one of the joint holders who is first named on
  the register of members, or to such person and to such address as the holder
  or joint holders may direct in writing. Every such check or warrant shall be
  made payable to the order of the person to whom it is sent. The mailing of such

34

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check or warrant shall, to the extent of the sum represented
  thereby, plus the amount of any tax required by law to he deducted, discharge
  all liability for the dividend, unless such check or warrant shall not be paid
  on presentation or the amount of tax so deducted shall not be paid to the appropriate
  taxing authority.

21.8. Notwithstanding anything contained in these articles,
  the directors may from time to time capitalize any undistributed surplus on
  hand of the company and may from time to time issue as fully paid arid non-assessable
  any unissued shares, or any bonds, debentures or debt obligations of the company
  as dividend representing such undistributed surplus on hand or any part thereof.

Special Rights, Privileges, Restrictions and ConditionsAttaching to Each Class of Shares

(a) Repayment of Capital. On the winding-up, liquidation
  or dissolution of the Company or upon the happening of any other event giving
  rise to a distribution of the Companys assets other than by way of dividend
  amongst its shareholders for the purposes of winding-up its affairs, subject
  to any rights, privileges, restrictions and conditions which may have been determined
  by the Directors to attach to any series of Preferred Shares, holders of all
  shares shall be entitled to participate pari passu.

(b) Voting Rights and Restrictions of Common Shares.
  At all meetings of shareholders of the Company, each holder of common shares
  shall be entitles to one vote for each common share held.

(c) Rights/Privileges, Restrictions/Conditions.

| | i.    | Shareholders have no specified rights to share in the profits
      of the Company and there are no sinking fund provisions or shareholder liability
      to further capital calls by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ii.   | There are no provisions discriminating against any existing
      or prospective holder of securities as a result of such shareholder owning
      a substantial number of shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | iii.  | The rights of holders of the Companys stock can only
      be altered by a Special Shareholders meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | iv.   | Rules pertaining to annual general meetings and extraordinary
      general meetings of shareholders are described in Section Ten of the Companys
      By-Laws. These rules are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | v.    | The annual meeting of shareholders shall be held at such
      time in each year at such place as the board, the chairman of the board,
      the managing director or the president may from time to time determine,
      for the purpose of considering the financial statements and reports required
      by the British Columbia Company Act to be placed before the annual meeting,
      electing directors if required, appointing auditors if required and transacting
      such other business as may properly be brought before the meeting. Meetings
      of the shareholders shall be held at the registered office of the Company
      or elsewhere in the municipality in which the registered office is situated
      or, if the board shall so determine, at some other place in British Columbia.
      The board, the chairman of the board or the president shall have power to
      call a special meeting of the shareholders at any time.
| | vi.   | There are no limitations on the rights to own securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | vii.  | There are no provisions of the Companys articles of
      association, charter or bylaws that would have an effect of delaying, deferring
      or preventing a change in control of the Company and that would operate
      only with respect to a merger, acquisition or corporate restructuring involving
      the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | viii. | Although not expressly enumerated in the Articles, pursuant
      to Canadian regulations, shareholder ownership must be disclosed by any
      shareholder who owns more than 10% of the Companys common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

35

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Other Issues

Neither the Companys memorandum/articles/by-laws nor
  British Columbia law permit: staggered terms for Directors; cumulative voting;
  shareholder approval of corporate matter by written consent; the adoption of
  various poison pill measures precluding shareholders from realizing
  a potential premium over the market value of their shares. Neither the Companys
  memorandum/articles/bylaws nor British Columbia law require retirement or non-retirement
  of directors under an age limit requirement.

10.C. Material Contracts
  a.    Escrow Agreement, dated 3/16/2000

10.D. Exchange Controls

Except as discussed in ITEM #10.E., the Company is not aware
  of any Canadian federal or provincial laws, decrees, or regulations that restrict
  the export or import of capital, including foreign exchange controls, or that
  affect the remittance of dividends, interest or other payments to non-Canadian
  holders of the common shares. The Company is not aware of any limitations on
  the right of non-Canadian owners to hold or vote the common shares imposed by
  Canadian federal or provincial law or by the charter or other constituent documents
  of the Company.

Canada has no system of exchange controls. There are no exchange
  restrictions on borrowing from foreign countries nor on the remittance of dividends,
  interest, royalties and similar payments, management fees, loan repayments,
  settlement of trade debts, or the repatriation of capital. Any such remittances
  to US residents, however, may be subject to a withholding tax pursuant to the
  Canadian Income Tax Act as modified by the reciprocal tax treaty between Canada
  and the United States. See Item 10 E, Taxation.

The Investment Canada Act (the Act), enacted on
  6/20/1985, requires prior notification to the Government of Canada on the acquisition
  of control of Canadian businesses by non-Canadians, as defined in the
  Act. Certain acquisitions of control, discussed below, are reviewed by the Government
  of Canada. The term acquisition of control is defined as any one
  or more non-Canadian persons acquiring all or substantially all of the assets
  used in the Canadian business, or the acquisition of the voting shares of a
  Canadian corporation carrying on the Canadian business or the acquisition of
  the voting interests of an entity controlling or carrying on the Canadian business.
  The acquisition of the majority of the outstanding shares is deemed to be an
  acquisition of control of a corporation. The acquisition of less
  than a majority, but one-third or more, of the voting shares of a corporation
  is presumed to be an acquisition of control of a corporation unless
  it can be established that the purchaser will not control the corporation.

Investments requiring notification and review are all direct
  acquisitions of Canadian businesses with assets of CDN$5,000,000 or more (subject
  to the comments below on WTO investors), and all indirect acquisitions of Canadian
  businesses (subject to the comments below on WTO investors) with assets of more
  than CDN$50,000,000 or with assets of between CDN$5,000,000 and CDN$50,000,000
  which represent more than 50% of the value of the total international transaction.
  In addition, specific acquisitions or new businesses in designated types of
  business activities related to Canadas cultural heritage or national identity
  could be reviewed if the Government of Canada considers that it is in the public
  interest to do so.

36

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The Act was amended with the implementation of the Agreement
  establishing the World Trade Organization (WTO) to provide for special
  review thresholds for WTO investors, as defined in the Act. WTO
  investor generally means (i) an individual, other than a Canadian, who
  is a national or a WTO member (such as, for example, the United States), or
  who has the right of permanent residence in relation to that WTO member, (ii)
  governments of WTO members, and (iii) entities that are not Canadian controlled,
  but which are WTO investor controlled, as determined by rules specified in the
  Act. The special review thresholds for WTO investors do not apply, and the general
  rules described above do apply, to the acquisition of control of certain types
  of businesses specified in the Act, including a business that is a cultural
  business. If the WTO investor rules apply, an investment in the shares
  of the Company by or from a WTO investor will be reviewable only if it is an
  investment to acquire control of the Company and the value of the assets of
  the Company is equal to or greater than a specified amount (the WTO Review
  Threshold). The WTO Review Threshold is adjusted annually by a formula
  relating to increases in the nominal gross domestic product of Canada. The 2002
  WTO Review Threshold is CDN$209,000,000.

If any non-Canadian, whether or not a WTO investor, acquires
  control of the Company by the acquisition of shares, but the transaction is
  not reviewable as described above, the non-Canadian is required to notify the
  Canadian government and to provide certain basic information relating to the
  investment. A non-Canadian, whether or not a WTO investor, is also required
  to provide a notice to the government on the establishment of a new Canadian
  business. If the business of the Company is then a prescribed type of business
  activity related to Canadas cultural heritage or national identity, and
  if the Canadian government considers it to be in the public interest to do so,
  then the Canadian government may give notice in writing within 21 days requiring
  the investment to be reviewed.

For non-Canadians (other than WTO investors), an indirect
  acquisition of control, by the acquisition of voting interests of an entity
  that directly or indirectly controls the Company, is reviewable if the value
  of the assets of the Company is then CDN$50,000,000 or more. If the WTO investor
  rules apply, then this requirement does not apply to a WTO investor, or to a
  person acquiring the entity from a WTO investor. Special rules specified in
  the Act apply if the value of the assets of the Company is more than 50% of
  the value of the entity so acquired. By these special rules, if the non-Canadian
  (whether or not a WTO investor) is acquiring control of an entity that directly
  or indirectly controls the company, and the value of the assets of the Company
  and all other entities carrying on business in Canada, calculated in the manner
  provided in the Act and the regulations under the Act, is more than 50% of the
  value, calculated in the manner provided in the Act and the regulations under
  the Act, of the assets of all entities, the control of which is acquired, directly
  or indirectly, in the transition of which the acquisition of control of the
  Company forms a part, then the thresholds for a direct acquisition of control
  as discussed above will apply, that is, a WTO Review Threshold of CDN$209,000,000
  (in 2002) for a WTO investor or a threshold of CDN$5,000,000 for a non-Canadian
  other than a WTO investor. If the value exceeds that level, then the transaction
  must be reviewed in the same manner as a direct acquisition of control by the
  purchase of shares of the Company.

If an investment is reviewable, an application for review
  in the form prescribed by the regulations is normally required to be filed with
  the Director appointed under the Act (the Director) prior to the
  investment taking place and the investment may not be consummated until the
  review has been completed. There are, however, certain exceptions. Applications
  concerning indirect acquisitions may be filed up to 30 days after the investment
  is consummated and applications concerning reviewable investments in culture-sensitive
  sectors are required upon receipt of a notice for review.

37

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In addition, the Minister (a person designated as such under
  the Act) may permit an investment to be consummated prior to completion of the
  review, if he is satisfied that delay would cause undue hardship to the acquiror
  or jeopardize the operations of the Canadian business that is being acquired.
  The Director will submit the application to the Minister, together with any
  other information or written undertakings given by the acquiror and any representation
  submitted to the Director by a province that is likely to be significantly affected
  by the investment.

The Minister will then determine whether the investment is
  likely to be of net benefit to Canada, taking into account the information provided
  and having regard to certain factors of assessment where they are relevant.
  Some of the factors to be considered are (i) the effect of the investment on
  the level and nature of economic activity in Canada, including the effect on
  employment, on resource processing, and on the utilization of parts, components
  and services produced in Canada; (ii) the effect of the investment on exports
  from Canada; (iii) the degree and significance of participation by Canadians
  in the Canadian business and in any industry in Canada of which it forms a part;
  (iv) the effect of the investment on productivity, industrial efficiency, technological
  development, product innovation and product variety in Canada; (v) the effect
  of the investment on competition within any industry or industries in Canada;
  (vi) the compatibility of the investment with national industrial, economic
  and cultural policies; (vii) the compatibility of the investment with national
  industrial, economic and cultural policies taking into consideration industrial,
  economic and cultural objectives enunciated by the government or legislature
  of any province likely to be significantly affected by the investment; and (viii)
  the contribution of the investment to Canada's ability to compete in world markets.

The Act sets certain time limits for the Director and the
  Minister. Within 45 days after a completed application has been received, the
  Minister must notify the acquiror that (a) he is satisfied that the investment
  is likely to be of net benefit to Canada, or (b) he is unable to complete his
  review, in which case he shall have 30 additional days to complete his review
  (unless the acquiror agrees to a longer period), or (c) he is not satisfied
  that the investment is likely to be of net benefit to Canada.

Where the Minister has advised the acquiror that he is not
  satisfied that the investment is likely to be of net benefit to Canada, the
  acquiror has the right to make representations and submit undertakings within
  30 days of the date of the notice (or any further period that is agreed upon
  between the acquiror and the Minister). On the expiration of the 30 day period
  (or the agreed extension), the Minister must quickly notify the acquiror (i)
  that he is now satisfied that the investment is likely to be of net benefit
  to Canada or (ii) that he is not satisfied that the investment is likely to
  be of net benefit to Canada. In the latter case, the acquiror may not proceed
  with the investment or, if the investment has already been consummated, must
  divest itself of control of the Canadian business.

The Act provides civil remedies for non-compliance with any
  provision. There are also criminal penalties for breach of confidentiality or
  providing false information.

38

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10.E. Taxation

Canadian Federal Income Tax Considerations

The following summary discusses only the Canadian federal
  income tax considerations generally applicable to a holder (a "Holder") of one
  or more common shares of the Company who, for the purposes of the Income
  Tax Act(Canada) (the "Tax Act") is a non-resident of Canada who
  holds common shares as capital property. The summary deals with the provisions
  of the Tax Actin force on 12/31/1999. It does not discuss all the tax
  consequences that may be relevant to particular holders in light of their circumstances
  or to holders subject to special rules.

Dividends

A Holder will be subject to Canadian withholding tax ("Part
  XIII Tax") equal to 25%, or such lower rate as may be available under an applicable
  tax treaty, of the gross amount of any dividend paid or deemed to be paid on
  common shares. Under the Canada-U.S. Income Tax Convention (1980) as amended
  by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the
  "Treaty"), the rate of Part XIII Tax applicable to a dividend on common shares
  paid to a Holder who is a resident of the United States and who is the beneficial
  owner of the dividend, is 5%. If the Holder is a company that owns at least
  10% of the voting stock of the Company paying the dividend, and, in all other
  cases, the tax rate is 15% of the gross amount of the dividend. The Company
  will be required to withhold the applicable amount of Part XIII Tax from each
  dividend so paid and remit the withheld amount directly to the Receiver General
  for Canada for the account of the Holder.

Disposition of Common Shares

A Holder who disposes of a common share, including by deemed
  disposition on death, will not normally be subject to Canadian tax on any capital
  gain (or capital loss) thereby realized unless the common share constituted
  "taxable Canadian property" as defined by the Tax Act. Generally, a common
  share of a public corporation will not constitute taxable Canadian property
  of a Holder if the share is listed on a prescribed stock exchange unless the
  Holder or persons with whom the Holder did not deal at arm's length alone or
  together held or held options to acquire, at any time within the five years
  preceding the disposition, 25% or more of the shares of any class of the capital
  stock of the Company. The Canadian Venture Exchange is a prescribed stock exchange
  under the Tax Act. A Holder who is a resident of the United States and
  realizes a capital gain on a disposition of a common share that was taxable
  Canadian property will nevertheless, by virtue of the Treaty, generally be exempt
  from Canadian tax thereon unless (a) more than 50% of the value of the common
  shares is derived from, or from an interest in, Canadian real estate, including
  Canadian mineral resource properties, (b) the common share formed part of the
  business property of a permanent establishment that the Holder has or had in
  Canada within the 12 month period preceding the disposition, or (c) the Holder
  is an individual who (i) was a resident of Canada at any time during the 10
  years immediately preceding the disposition, and for a total of 120 months during
  any period of 20 consecutive years, preceding the disposition, and (ii) owned
  the common share when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital
  gain realized on a disposition of a common share must include three quarters
  of the capital gain (taxable capital gain) in computing the Holder's taxable
  income earned in Canada. The Holder may, subject to certain limitations, deduct
  three-quarters of any capital loss (allowable capital loss) arising on a disposition
  of taxable Canadian property from taxable capital gains realized in the year
  of disposition in respect to taxable Canadian property and, to the extent not
  so deductible, from such taxable capital gains realized in any of the three
  preceding years or any subsequent year.

39

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United States Taxation

For federal income tax purposes, an individual who is a citizen
  or resident of the United States or a domestic corporation ("U.S. Taxpayer")
  will recognize a gain or loss on the sale of the Company's common shares equal
  to the difference between the proceeds from such sale and the adjusted tax basis
  of the common shares. The gain or loss will be a capital gain or capital loss
  if the Company's common shares are a capital asset in the hands of the U.S.
  Taxpayer.

For federal income tax purposes, a U.S. Taxpayer will be required
  to include in gross income dividends received on the Company's common shares.
  A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be
  entitled, subject to certain limitations, to a credit (or alternatively, a deduction)
  against federal income tax liability. A domestic corporation that owns at least
  10% of the voting shares should consult its tax advisor as to applicability
  of the deemed paid foreign tax credit with respect to dividends paid on the
  Company's common shares.

Under a number of circumstances, United States Investor acquiring
  shares of the Company may be required to file an information return with the
  Internal Revenue Service Center where they are required to file their tax returns
  with a duplicate copy to the Internal Revenue Service Center, Philadelphia,
  PA 19255. In particular, any United States Investor who becomes the owner, directly
  or indirectly, of 10% or more of the shares of the Company will be required
  to file such a return. Other filing requirements may apply.

10.F. Dividends and Paying Agents   --- Not Applicable
  ---

10.G. Statement by Experts   --- Not Applicable
  ---

10.H. Document on Display   --- No Disclosure
  Necessary ---

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

--- No Disclosure Necessary ---

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A. Debt Securities                        ---
  No Disclosure Necessary ---

12.B. Warrants and Rights                 ---
  No Disclosure Necessary ---

12.C. Other Securities                       ---
  No Disclosure Necessary ---

12.D. American Depository Shares     -- No
  Disclosure Necessary ---

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

--- No Disclosure Necessary ---

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND USE OF PROCEEDS

--- No Disclosure Necessary ---

40

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ITEM 15. CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report
  ("Date of Evaluation"), an evaluation was carried out under the supervision
  and with the participation of the Company's management, including the Chief
  Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness
  of our disclosure controls and procedures. Based on that evaluation, the CEO
  and CFO have concluded that the Company's disclosure controls and procedures
  are effective to ensure that information required to be disclosed by the Company
  in reports that it files or submits under the Securities Exchange Act of 1934
  is recorded, processed, summarized and reported within the time periods specified
  in Securities and Exchange Commission rules and forms.

The Company's disclosure controls and procedures operate such
  that important information flows to appropriate collection and disclosure points
  in a timely manner and are effective to ensure that such information is accumulated
  and communicated to the Company's management, and made known to the Company's
  Chief Executive Officer and Chief Financial Officer, including the period when
  this Annual Report on Form 20-F was prepared, as appropriate to allow timely
  decision regarding the required disclosure.

There have been no significant changes in the Company's internal
  controls or the occurrence of events or other factors that could significantly
  affect these controls, subsequent to the Date of Evaluation. Nor have there
  been any corrective actions with regard to significant deficiencies or material
  weaknesses.

ITEM 16. RESERVED

PART III

ITEM 17. FINANCIAL STATEMENTS

The Company's financial statements are stated in Canadian
  Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted
  Accounting Principles (GAAP), the application of which, in the case of the Company,
  conforms in all material respects for the periods presented with United States
  GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached
  hereto and found immediately following the text of this Annual Report. The audit
  report of Morgan & Company, independent Chartered Accountants, are included
  herein immediately preceding the financial statements and schedules.

Audited Financial Statements

Auditor's Report, dated 9/4/2002 
     Balance Sheets at 4/30/2002 and 4/30/2001 
     Statements of Operations 
        for Fiscal Year ended 4/30/2002 
        for Fiscal Year ended 4/30/2002 
        Cumulative from Incorporation on 2/8/2000
  
     Statements of Cash Flows 
        for Fiscal Year ended 4/30/2002 
        for Fiscal Year ended 4/30/2002 
        Cumulative from Incorporation on 2/8/2000
  
     Statements of Shareholders Equity 
        Cumulative from Incorporation on 2/8/2000
  
     Notes to Financial Statements

ITEM 18. FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to ITEM #17.

41

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ITEM 19. EXHIBITS

|1.  | Articles of Incorporation/Bylaws as currently in effect:
          Incorporated by reference to the Registration Statement
          as amended and Form 6-Ks.                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|2.  | Instruments defining the rights of holders of 
      equity or debt securities being registered.    --- Refer
      to Exhibit No. 1 ---                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|3.  | Voting Trust Agreements: No Disclosure Necessary                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|4.  | Material Contracts:    Incorporated by
      reference to the Registration Statement     as amended
      and Form 6-Ks.                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|5.  | Foreign Patents: No Disclosure Necessary                                                                                                                                                                                                                                                                                                                                                                 
|6.  | Earnings Per Share Calculation: No Disclosure Necessary                                                                                                                                                                                                                                                                                                                                                  
|7.  | Ratio of Earnings To Fixed Charges: No Disclosure Necessary                                                                                                                                                                                                                                                                                                                                              
|8.  | List of Subsidiaries: No Disclosure Necessary                                                                                                                                                                                                                                                                                                                                                            
|9.  | Statement Regarding Date of Financial Statements:    ---
      No Disclosure Necessary ---                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|10. | Additional Exhibits:    Incorporated by
      reference to the Registration Statement     as amended and
      Form 6-Ks.                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|99. | Certifications
      99.1   CEO Certificatio/n Accompanying Periodic Report
                Pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002 
                (18 U.S.C. Section
      1350) 
      99.2   CFO Certification Accompanying Periodic Report 
                Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002 
                (18 U.S.C. Section
      1350)

42

---







BROCKTON CAPITAL CORP.

(A Development Stage Company)

REPORT AND FINANCIAL STATEMENTS

April 30, 2002

(Stated in Canadian Dollars)





43

---

|AUDITORS' REPORT
      To the Shareholders, 
        Brockton Capital Corp. 
        (A Development Stage Company)
      We have audited the balance sheets of Brockton Capital
        Corp. (A Development Stage Company) as at April 30, 2002 and 2001 and
        the statements of operations, stockholders equity and cash flows
        for the years then ended and for the period February 8, 2000 (Date of
        Incorporation) to April 30, 2002. 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 audits.
      We conducted our audits in accordance with Canadian
        and United States of America generally accepted auditing standards. Those
        standards require that we plan and perform an audit to obtain reasonable
        assurance whether the financial statements are free of material misstatement.
        An audit includes examining, on a test basis, evidence supporting the
        amounts and disclosures in the financial statements. An audit also includes
        assessing the accounting principles used and significant estimates made
        by management, as well as evaluating the overall financial statement presentation.
      In our opinion, these financial statements present fairly,
        in all material respects, the financial position of the Company as at
        April 30, 2002 and 2001 and the results of its operations and its cash
        flows for the years then ended and for the period February 8, 2000 (Date
        of Incorporation) to April 30, 2002, in accordance with Canadian generally
        accepted accounting principles. As required by the British Columbia Company
        Act, we report that, in our opinion, these principles have been applied
        on a basis consistent with that of the preceding year.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|September 4, 2002 | Chartered Accountants



44

---

BROCKTON CAPITAL CORP.

(A Development Stage Company) 
  BALANCE SHEETS 
  April 30, 2002 and April 30, 2001 (Stated in Canadian Dollars)

|                                                  |   | April 30, |   |   | April 30, | 
|------------------------------------------------- | - | --------- | - | - | --------- | 
|ASSETS                                            |   | 2002      |   |   | 2001      | 
|Current                                           |   |           |   |   |           | 
|Cash and cash equivalents                         | $ | 344,515   |   | $ | 161,131   | 
|Accounts receivable                               |   | 6,494     |   |   | 525       | 
|                                                  |   |           |   |   |           | 
|                                                  |   | 351,009   |   |   | 161,656   | 
|Deferred finance charges                          |   | -         |   |   | 25,223    | 
|                                                  |   |           |   |   |           | 
|                                                  | $ | 351,009   |   | $ | 186,879   | 
|                                                  |   |           |   |   |           | 
|LIABILITIES                                       |   |           |   |   |           | 
|Current                                           |   |           |   |   |           | 
|Accounts payable and accrued liabilities  Note 4 | $ | 11,693    |   | $ | 16,095    | 
|                                                  |   |           |   |   |           | 
|SHAREHOLDERS EQUITY                              |   |           |   |   |           | 
|Share Capital  Note 3                            |   | 371,592   |   |   | 168,750   | 
|Retained earnings (deficit)                       |   | (32,276   | ) |   | 2,034     | 
|                                                  |   |           |   |   |           | 
|                                                  |   | 339,316   |   |   | 170,784   | 
|                                                  |   |           |   |   |           | 
|                                                  | $ | 351,009   |   | $ | 186,879   | 
|Nature and Continuance of Operations  Note 1     |   |           |   |   |           | 
|Commitments  Note 3                              |   |           |   |   |           | 
|Subsequent Event  Note 7                         |   |           |   |   |           | 

APPROVED BY THE DIRECTORS:

|Terry
      Amisano            |  | Kevin
      Hanson            
|-------------------------------- |  | --------------------------------
|______________________, Director |  | ______________________, Director

SEE ACCOMPANYING NOTES

45

---

BROCKTON CAPITAL CORP. 
  (A Development Stage Company) 
  STATEMENTS OF OPERATIONS 
  for the years ended April 30, 2002 and 2001 
  and for the period from February 8, 2000 (Date of Incorporation) to April 30,
  2002 
  (Stated in Canadian Dollars)

|                                           |   |             |   |   |                   |   |   | February 8, 2000 |  
|------------------------------------------ | - | ----------- | - | - | ----------------- | - | - | ---------------- | -
|                                           |   |             |   |   |                   |   |   | (Date of         |  
|                                           |   | Years ended |   |   | Incorporation) to |  
|                                           |   | April 30,   |   |   | April 30,         |  
|                                           |   | 2002        |   |   | 2001              |   |   | 2002             |  
|Administrative Expenses                    |   |             |   |   |                   |   |   |                  |  
|Accounting, audit and legal  Note
      4 | $ | 20,273      |   | $ | 2,250             |   | $ | 22,523           |  
|Consulting fees                            |   | 6,600       |   |   | -                 |   |   | 6,600            |  
|Equipment rental  Note 4                  |   | 4,000       |   |   | -                 |   |   | 4,000            |  
|Filing fees                                |   | 35          |   |   | 360               |   |   | 395              |  
|Interest and bank charges                  |   | 227         |   |   | 257               |   |   | 596              |  
|Office supplies  Note 4                   |   | 2,000       |   |   | -                 |   |   | 2,000            |  
|Promotion                                  |   | 467         |   |   | -                 |   |   | 467              |  
|Rent  Note 4                              |   | 6,000       |   |   | -                 |   |   | 6,000            |  
|Transfer agent fees                        |   | 4,531       |   |   | 250               |   |   | 4,781            |  
|Travel                                     |   | -           |   |   | 1,913             |   |   | 1,913            |  
|                                           |   |             |   |   |                   |   |   |                  |  
|Loss before other item                     |   | (44,133     | ) |   | (5,030            | ) |   | (49,275          | )
|Interest income                            |   | 9,823       |   |   | 6,327             |   |   | 16,999           |  
|                                           |   |             |   |   |                   |   |   |                  |  
|Net income (loss) for the year             | $ | (34,310     | ) | $ | 1,297             |   | $ | (32,276          | )
|                                           |   |             |   |   |                   |   |   |                  |  
|                                           |   |             |   |   |                   |   |   |                  |  
|Basic and diluted loss per share           | $ | (0.01       | ) | $ | 0.00              |   |   |                  |  
|                                           |   |             |   |   |                   |   |   |                  |  

SEE ACCOMPANYING NOTES

46

---

BROCKTON CAPITAL CORP. 
  (A Development Stage Company) 
  STATEMENTS OF CASH FLOWS 
  for the years ended April 30, 2002 and 2001 
  and for the period from February 8, 2000 (Date of Incorporation) to April 30,
  2002 
  (Stated in Canadian Dollars)

|                                                  |   |             |   |   |                   |   |   | February 8, 2000 |  
|------------------------------------------------- | - | ----------- | - | - | ----------------- | - | - | ---------------- | -
|                                                  |   |             |   |   |                   |   |   | (Date of         |  
|                                                  |   | Years ended |   |   | Incorporation) to |  
|                                                  |   | April 30,   |   |   | April 30,         |  
|                                                  |   | 2002        |   |   | 2001              |   |   | 2002             |  
|Operating Activities                              |   |             |   |   |                   |   |   |                  |  
|Net
      income (loss) for the year              | $ | (34,310     | ) | $ | 1,297             |   | $ | (32,276          | )
|Changes
      in non-cash working capital items   |   |             |   |   |                   |   |   |                  |  
|related
      to operations:                      |   |             |   |   |                   |   |   |                  |  
|Accounts
      receivable                         |   | (5,969      | ) |   | (525              | ) |   | (6,494           | )
|Accounts
      payable and accrued liabilities    |   | (4,402      | ) |   | 16,095            |   |   | 11,693           |  
|Due
      to shareholders                         |   | -           |   |   | (15,404           | ) |   | -                |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|Cash provided by (used in) operating activities   |   | (44,681     | ) |   | 1,463             |   |   | (27,077          | )
|                                                  |   |             |   |   |                   |   |   |                  |  
|Financing Activities                              |   |             |   |   |                   |   |   |                  |  
|Share
      issue costs                           |   | (47,560     | ) |   | (21,723           | ) |   | (72,783          | )
|Proceeds
      from shares issued                 |   | 275,625     |   |   | 168,750           |   |   | 444,375          |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|Cash provided by financing activities             |   | 228,065     |   |   | 147,027           |   |   | 371,592          |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|Increase in cash and cash equivalents during the  |   |             |   |   |                   |   |   |                  |  
|period                                            |   | 183,384     |   |   | 148,490           |   |   | 344,515          |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|Cash and cash equivalents at the beginning of the |   |             |   |   |                   |   |   |                  |  
|period                                            |   | 161,131     |   |   | 12,641            |   |   | -                |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|Cash and cash equivalents at the end of the       |   |             |   |   |                   |   |   |                  |  
|period                                            | $ | 344,515     |   | $ | 161,131           |   | $ | 344,515          |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|Supplemental disclosure of cash flow              |   |             |   |   |                   |   |   |                  |  
|information:                                      |   |             |   |   |                   |   |   |                  |  
|Cash paid for:                                    |   |             |   |   |                   |   |   |                  |  
|Interest                                          | $ | -           |   | $ | -                 |   | $ | -                |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|Income
      taxes                                | $ | -           |   | $ | -                 |   | $ | -                |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|Cash and cash equivalents consist of:             |   |             |   |   |                   |   |   |                  |  
|Cash                                              | $ | 19,515      |   | $ | 21,131            |   | $ | 19,515           |  
|Term
      deposits                               |   | 325,000     |   |   | 140,000           |   |   | 325,000          |  
|                                                  |   |             |   |   |                   |   |   |                  |  
|                                                  | $ | 344,515     |   | $ | 161,131           |   | $ | 344,515          |  
|                                                  |   |             |   |   |                   |   |   |                  |  

SEE ACCOMPANYING NOTES

47

---

BROCKTON CAPITAL CORP. 
  (A Development Stage Company) 
  STATEMENT OF SHAREHOLDERS EQUITY 
  for the period from February 8, 2000 (Date of Incorporation) to April 30, 2002
  
  (Stated in Canadian Dollars)

|                                         |              |  |   |         |   |   | Retained    |   |   |         |  
|---------------------------------------- | ------------ |  | - | ------- | - | - | ----------- | - | - | ------- | -
|                                         |              |  |   |         |   |   | Earnings    |   |   |         |  
|                                         |              |  |   |         |   |   | (Deficit)   |   |   |         |  
|                                         |              |  |   |         |   |   | Accumulated |   |   |         |  
|                                         | Common Stock |  |   |         |   |   | during the  |   |   |         |  
|                                         | Number of    |  |   |         |   |   | Development |   |   |         |  
|                                         | Shares       |  |   | Amount  |   |   | Stage       |   |   | Total   |  
|                                         |              |  |   |         |   |   |             |   |   |         |  
|Balance, February 8, 2000                |              |  |   |         |   |   |             |   |   |         |  
|(Date of Incorporation)                  | -            |  | $ | -       |   | $ | -           |   | $ | -       |  
|                                         |              |  |   |         |   |   |             |   |   |         |  
|Net income for the period                | -            |  |   | -       |   |   | 737         |   |   | 737     |  
|                                         |              |  |   |         |   |   |             |   |   |         |  
|Balance, April 30, 2000                  | -            |  |   | -       |   |   | 737         |   |   | 737     |  
|                                         |              |  |   |         |   |   |             |   |   |         |  
|Cash received from
      share issuances |              |  |   |         |   |   |             |   |   |         |  
|at
      $0.075 per share                | 2,250,000    |  |   | 168,750 |   |   | -           |   |   | 168,750 |  
|                                         |              |  |   |         |   |   |             |   |   |         |  
|Net income for the
      year            | -            |  |   | -       |   |   | 1,297       |   |   | 1,297   |  
|                                         |              |  |   |         |   |   |             |   |   |         |  
|Balance, April 30, 2001                  | 2,250,000    |  |   | 168,750 |   |   | 2,034       |   |   | 170,784 |  
|                                         |              |  |   |         |   |   |             |   |   |         |  
|Cash received from
      share issuances |              |  |   |         |   |   |             |   |   |         |  
|at
      $0.15 per share                 | 1,837,500    |  |   | 275,625 |   |   | -           |   |   | 275,625 |  
|Less
      share issue costs             | -            |  |   | (72,783 | ) |   | -           |   |   | (72,783 | )
|                                         |              |  |   |         |   |   |             |   |   |         |  
|Net loss for the year                    | -            |  |   | -       |   |   | (34,310     | ) |   | (34,310 | )
|                                         |              |  |   |         |   |   |             |   |   |         |  
|Balance, April 30, 2002                  | 4,087,500    |  | $ | 371,592 |   | $ | (32,276     | ) | $ | 339,316 |  
|                                         |              |  |   |         |   |   |             |   |   |         |  

SEE ACCOMPANYING NOTES

48

---

BROCKTON CAPITAL CORP. 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS April 30, 2002

|Note 1 | Nature and Continuance of Operations
      The Company is in the development stage and is classified
        as a Capital Pool Company as defined in the TSX Venture Exchange (TSX)
        Policy 2.4.
      The Companys continued operations as intended
        are dependent upon its ability to identify, evaluate and negotiate an
        acquisition of, a participation in or an investment of an interest in
        a Qualifying Transaction (as defined). The Company is required to complete
        its Qualifying Transaction (as defined) by February 27, 2003, which is
        18 months from its listing on the TSX. The acquisition will be subject
        to shareholder and regulatory approval. Subsequent to April 30, 2002,
        the Company has entered into a Letter of Intent as a qualifying transaction
        (Note 7).
      These financial statements have been prepared with the
        assumption that the Company will be able to realize its assets and discharge
        its liabilities in the normal course of business rather than through the
        process of forced liquidation.
      The Companys fiscal year was changed from December
        31 to April 30, effective with the period ended April 30, 2001. The period
        ended April 30, 2001 has been restated from the previously reported four
        months ended April 30, 2001 to the year ended April 30, 2001.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 2 | Significant Accounting Policies
      The financial statements of the Company have been prepared
        in accordance with generally accepted accounting principles (GAAP)
        in Canada and are stated in Canadian dollars. Except as disclosed in Note
        8, these financial statements conform in all respects with GAAP in the
        United States of America. Because a precise determination of many assets
        and liabilities is depended on the future events, the preparation of financial
        statements for a period necessarily involves the use of estimates, which
        have been made using careful judgement. Actual results could differ from
        these estimates.
      These financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of significant accounting policies summarized
        below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



49

---

Brockton Capital Corp. 
  (A Development Stage Company) 
  Notes to the Financial Statement April 30, 2002 and 2001  Page 2

|Note 2 | Significant Accounting Policies  (contd)
|------ | ------------------------------------------
|       |                                           
|       | (c)                                       
|       |                                           
|       | (d)                                       
|       |                                           
|       | (e)                                       
|       |                                           
|       | (f)                                       

50

---

Brockton Capital Corp. 
  (A Development Stage Company) 
  Notes to the Financial Statement April 30, 2002 and 2001  Page 3

|Note 2 | Significant Accounting Policies
      (contd)
|------ | -----------------------------------------------
|       |                                                
|       |                                                
|       |                                                
|Note 3 |                                                

| |                                   | April 30, 2002 |           | April 30, 2001
| | --------------------------------- | -------------- | --------- | --------------
| |                                   |                |           |               
| | Common shares Issued:             |                | Number    |               
| |                                   |                |           |               
| | Balance, beginning of year        |                | 2,250,000 |               
| | For cash                          |                |           |               
| | - pursuant to initial public      |                |           |               
| | offering at $0.15 per
      share |                | 1,750,000 |               
| | Less:
      share issue costs     |                | -         |               
| | - pursuant to options exercised   |                |           |               
| | at $0.15 per share                |                | 87,500    |               
| |                                   |                |           |               
| | Balance, end of year              |                | 4,087,500 |               
| |                                   |                |           |               

| | Shares issue costs consist of the following: |   |        | 
| | -------------------------------------------- | - | ------ | 
| |                                              |   |        | 
| | Commission                                   | $ | 26,250 | 
| | Brokerage fees                               |   | 7,000  | 
| | Legal fees                                   |   | 30,433 | 
| | Filing fees                                  |   | 6,500  | 
| | Other                                        |   | 2,600  | 
| |                                              |   |        | 
| |                                              | $ | 72,783 | 
| |                                              |   |        | 

51

---

Brockton Capital Corp. 
  (A Development Stage Company) 
  Notes to the Financial Statement April 30, 2002 and 2001  Page 4

|Note 3 | Share Capital  (contd)
      Escrow Shares:
      At April 30, 2002, there were 2,252,000 common shares
        of the Company held in escrow. Subject to Section 11(5) of Policy 2.4
        of the TSX, after the completion of the Companys Qualifying Transaction
        as required under the requirements of the British Columbia Securities
        Commission, Alberta Securities Commission and the TSX, the escrow shares
        will be released pro rata to the escrow shareholders as follows:
      i) 10% upon final exchange approval to a qualifying transaction
        by the Company;
      ii) 15% six months following the initial release;
      iii) 15% twelve months following the initial release;
      iv) 15% eighteen months following the initial release;
      v) 15% twenty-four months following the initial release;
      vi) 15% thirty months following the initial release;
        and
      vii) 15% thirty-six months following the initial release.
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Note 3 | Share Capital  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | Commitments:
      Stock-based Compensation Plan
      The Company has granted directors, officers and the
        Agent of Initial Public Offering common share purchase options. Options
        are granted with an exercise price equal to the market price of the Companys
        stock on the date of the grant, however, the Company was not publicly
        listed at the date of the grant and the options were priced equal to the
        offering price on the Companys Initial Public Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| |                                  | April 30, 2002 |         | April 30, 2001
| | -------------------------------- | -------------- | ------- | --------------
| |                                  |                |         |               
| |                                  |                |         |               
| |                                  |                | Number  |               
| |                                  |                | of      |               
| |                                  |                | Shares  |               
| | Options outstanding and          |                |         |               
| | exercisable at beginning of year |                | 400,000 |               
| | Granted                          |                | 175,000 |               
| | Cancelled                        |                | -       |               
| | Exercised                        |                | (87,500 | )             
| |                                  |                |         |               
| | Options outstanding and          |                |         |               
| | exercisable at end of year       |                | 487,500 |               
| |                                  |                |         |               

52

---

Brockton Capital Corp. 
  (A Development Stage Company) 
  Notes to the Financial Statement April 30, 2002 and 2001  Page 5

|Note 3 | Share Capital  (contd)
      Commitments:  (contd)
      Stock-based Compensation Plan  (contd)
      At April 30, 2002, directors and officers of the Company
        and the Agent of the Initial Public Offering held the 487,500 common share
        purchase options outstanding. Each option entitles the holder to purchase
        one share at $0.15 each. 400,000 options are exercisable on or before
        August 28, 2006 and 87,500 are exercisable on or before February 27, 2003.
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 4 | Related Party Transactions
      During the years ended April 30, 2002 and 2001, the
        Company incurred the following expenses charged by a partnership controlled
        by two directors of the Company:                                                                                                                                                                                                                                                                                         

| |                  |   | 2002   |  |   | 2001 | 
| | ---------------- | - | ------ |  | - | ---- | 
| |                  |   |        |  |   |      | 
| | Accounting fees  | $ | 13,292 |  | $ | -    | 
| | Office rental    |   | 6,000  |  |   | -    | 
| | Office supplies  |   | 2,000  |  |   | -    | 
| | Equipment rental |   | 4,000  |  |   | -    | 
| |                  |   |        |  |   |      | 
| |                  | $ | 25,292 |  | $ | -    | 
| |                  |   |        |  |   |      | 

|       | These charges were measured by the exchange amount,
        which is the amount agreed upon by the transacting parties and are on
        terms and conditions similar to non-related entities.
      Included in accounts payable at April 30, 2002 is $8,997
        (2000: $Nil) due to a partnership controlled by two directors of the Company.
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                     
|Note 5 | Corporation Income Tax Losses
      At April 30, 2002, the Company has accumulated non-capital
        losses totaling $52,035 which are available to reduce taxable income in
        future taxation years. These losses expire as follows:                                                                                                       

| | 2007 | $ | 420    | 
| | ---- | - | ------ | 
| | 2008 |   | 2,748  | 
| | 2009 |   | 48,867 | 
| |      |   |        | 
| |      | $ | 52,035 | 
| |      |   |        | 

| | The future income tax asset related to these losses
        have not been recorded in the financial statements as it is more likely
        than not that the assets will not be realized and a full valuation allowance
        has been made.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

53

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Brockton Capital Corp. 
  (A Development Stage Company) 
  Notes to the Financial Statement April 30, 2002 and 2001  Page 6

|Note 6 | Non-cash Transaction
      Investing and financing activities that do not have
        a direct impact on current cash flows are excluded from the cash flow
        statement. On completion of the Companys initial public offering
        on August 1, 2001, deferred finance charges of $72,783 were reclassified
        and are presented as an offset to share capital. This transaction has
        been excluded from the cash flow statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Note 7 | Subsequent Event
      By a Letter of Intent dated September 4, 2002, the Company
        agreed to acquire 100% of the common shares of a private company in consideration
        for the issuance of 7,000,000 common sharers of the Company at a price
        of $0.20 per share. The private company, incorporated in Alberta Canada,
        is developing new technologies specific to consumer electronics.
      The Company has also agreed to issue up to a maximum
        of 1,250,000 common shares of the Company under bridge financing arrangements
        at $0.40 per share. The Company has advanced $25,000 to the private company
        pursuant to a promissory note which bears interest at 10% per annum, is
        secured by a general security agreement on the assets of the private company.
        The principal and interest is due and payable on the earlier of the closing
        of the formal agreement and the date the Letter of Intent is terminated
        by the parties. A finders fee will be payable upon closing of the transaction.
        The entire transaction is subject to the completion of a formal agreement
        and to shareholder and regulatory approval.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Note 8 | Differences between Canadian and United
        States Accounting Principles
      The financial statements have been prepared in accordance
        with accounting principles generally accepted in Canada which differ in
        certain respects with those principles and practices that the Company
        would have followed had its financial statements been prepared in accordance
        with accounting principles and practices generally accepted in the United
        States.
      The Companys accounting principles generally accepted
        in Canada differ from accounting principles generally accepted in the
        United States as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

54

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Brockton Capital Corp. 
  (A Development Stage Company) 
  Notes to the Financial Statement April 30, 2002 and 2001  Page 7

|Note 8 | Differences between Canadian and United States
      Accounting Principles  (contd)
|------ | -------------------------------------------------------------------------------------
|       |                                                                                      
|       | b)                                                                                   

| |                                              |   |             |   |   |                |  |   | February 8,   |  
| | -------------------------------------------- | - | ----------- | - | - | -------------- |  | - | ------------- | -
| |                                              |   |             |   |   |                |  |   | 2000 (Date of |  
| |                                              |   | Years ended |   |   | Incorporation) | 
| |                                              |   | April 30,   |   |   | To April 30,   | 
| |                                              |   | 2002        |   |   | 2001           |  |   | 2002          |  
| | Net income (loss) per Canadian and US        |   |             |   |   |                |  |   |               |  
| | GAAP                                         | $ | (34,310     | ) | $ | 1,297          |  | $ | (32,276       | )
| |                                              |   |             |   |   |                |  |   |               |  
| | Basic and diluted loss per share as reported |   |             |   |   |                |  |   |               |  
| | per Canadian GAAP                            | $ | (0.01       | ) | $ | 0.00           |  |   |               |  
| |                                              |   |             |   |   |                |  |   |               |  
| | Effect of escrow shares-Note 7(a)            | $ | (0.01       | ) | $ | 0.00           |  |   |               |  
| |                                              |   |             |   |   |                |  |   |               |  
| | Basic and diluted loss per share as reported |   |             |   |   |                |  |   |               |  
| | per US GAAP                                  | $ | (0.02       | ) | $ | 0.00           |  |   |               |  
| |                                              |   |             |   |   |                |  |   |               |  
| | Weighted average number of share             |   |             |   |   |                |  |   |               |  
| | outstanding per US GAAP                      |   | 1,363,542   |   |   | -              |  |   |               |  
| |                                              |   |             |   |   |                |  |   |               |  

55

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EXHIBIT 99.1

CERTIFICATIONS

|I, Kevin R. Hanson, certify that:
|---------------------------------
|                                 
|1.                               
|                                 
|2.                               
|                                 
|3.                               
|                                 
|4.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|5.                               
|                                 
|                                 
|                                 
|                                 
|6.                               

|Dated: | January 24, 2003 | By | /s/ Kevin R. Hanson                         
|------ | ---------------- | -- | --------------------------------------------
|       |                  |    |                                             
|       |                  |    | Kevin R. Hanson, President, CEO and Director

56

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Certification Accompanying Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
  (18 U.S.C. Section 1350)

In connection with the Annual Report of Brockton Capital Corp.
  (the "Company") on Form 20-F for the period ending April 30, 2002 as filed with
  the Securities and Exchange Commission on the date hereof (the "Report"), I,
  Kevin R. Hanson, Chief Executive Officer of the Company, certify, pursuant to
  18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
  Act of 2002, that:

|(1) | The Report fully complies with the requirements of Section
      13(a) or 15(d) of the Securities Exchange Act of 1934; and                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                
|(2) | The information contained in the Report fairly presents,
      in all material respects, the financial condition and result of operations
      of the Company.

/s/ Kevin R. Hanson 
  Kevin R. Hanson 
  Chief Executive Officer 
  January 24, 2003

57

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EXHIBIT 99.2

CERTIFICATIONS

|I, Brian A. Hanson, certify that:
|---------------------------------
|                                 
|1.                               
|                                 
|2.                               
|                                 
|3.                               
|                                 
|4.                               
|                                 
|                                 
|                                 
|                                 
|                                 
|5.                               
|                                 
|                                 
|                                 
|                                 
|6.                               

|Dated: | January 24, 2003 | By | /s/ Brian A. Hanson                    
|------ | ---------------- | -- | ---------------------------------------
|       |                  |    |                                        
|       |                  |    | Brian A. Hanson,Chief Financial Officer

58

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Certification Accompanying Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
  (18 U.S.C. Section 1350)

In connection with the Annual Report of Brockton Capital Corp.
  (the "Company") on Form 20-F for the period ending April 30, 2002 as filed with
  the Securities and Exchange Commission on the date hereof (the "Report"), I,
  Brian A. Hanson, Chief Financial Officer of the Company, certify, pursuant to
  18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
  Act of 2002, that:

|(1) | The Report fully complies with the requirements of Section
      13(a) or 15(d) of the Securities Exchange Act of 1934; and                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                
|(2) | The information contained in the Report fairly presents,
      in all material respects, the financial condition and result of operations
      of the Company.

/s/ Brian A. Hanson 
  Brian A. Hanson 
  Chief Financial Officer 
  January 24, 2003

59

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SIGNATURE PAGE

Pursuant to the requirements of Section 12g of the Securities
  Exchange Act of 1934, the Registrant certifies that it meets all of the requirements
  for filing on Form 20-F and has duly caused this Annual Report to be signed
  on its behalf by the undersigned, thereunto duly authorized.

Brockton Capital Corp. --- SEC File Number 0-49760 
  Registrant

|Dated: | January 24, 2003 | By | /s/ Kevin R. Hanson                    
|------ | ---------------- | -- | ---------------------------------------
|       |                  |    |                                        
|       |                  |    | Kevin R. Hanson, President/CEO/Director

60

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