SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED COMMISSION FILE NO.
                              JULY 31, 2005 0-27075

<TABLE>
<S>                               <C>                                     <C>
            FLORIDA                           BSD SOFTWARE, INC.                            31-1586472
(State or Other Jurisdiction of                                              (I.R.S. Employer Identification No.)
 Incorporation or Organization)   (Name of Registrant in Our Charter)


            SUITE 300                             _____                              GUY FIETZ
     5824 SECOND STREET, S. W.                                                       SUITE 300
         CALGARY, ALBERTA                                                    5824 SECOND STREET, S. W.
          CANADA T2H 0H2                                                          CALGARY, ALBERTA
                                                                                   CANADA T2H 0H2
          (403) 257-7090              (Primary Standard Industrial                 (403) 257-7090
(Address and telephone number of       Classification Code Number)        (Name, address and telephone number
 Principal Executive Offices and                                                of agent for service)
   Principal Place of Business)
</TABLE>

         Securities registered under Section 12(g) of the Exchange Act:

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                (TITLE OF CLASS)

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

YES /X/ NO / /

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

Issuer's revenues for its most recent fiscal year: $7,350,000

Based on the closing sale price on October 21, 2005 ($.055), the aggregate
market value of the voting common stock held by non-affiliates of BSD Software,
Inc is $340,835. Determination of stock ownership by non-affiliates is made
solely for purposes of responding to the requirements of the form and the
registrant is not bound by this determination for any other purpose.

As of October 21, 2005 BSD Software had 32,560,897 shares of common stock
outstanding.

<PAGE>

                  FORM 10-KSB FOR THE YEAR ENDED July 31, 2005


                                TABLE OF CONTENTS

PART I.........................................................................1
  ITEM 1. DESCRIPTION OF BUSINESS..............................................1
  ITEM 2. DESCRIPTION OF PROPERTY..............................................6
  ITEM 3. LEGAL PROCEEDINGS....................................................6
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................7
PART II........................................................................8
  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............8
  ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........11
  ITEM 7. FINANCIAL STATEMENTS................................................15
  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE...........................................15
  ITEM 8A. CONTROLS AND PROCEDURES............................................16
PART III......................................................................17
  ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................17
  ITEM 10. EXECUTIVE COMPENSATION.............................................18
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS........................19
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................20
PART IV.......................................................................21
  ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.............21
  ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................22
FINANCIAL STATEMENTS....................................................F-1-F-17
EXHIBIT 10.1..................................................................
EXHIBIT 14: ..................................................................
EXHIBIT 23.1..................................................................
EXHIBIT 31.1..................................................................
EXHIBIT 31.2..................................................................
EXHIBIT 32.1..................................................................



<PAGE>

                                     PART I

                                INTRODUCTORY NOTE

FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this Annual Report may
contain forward-looking statements. This information may involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements to be materially different from the future
results, performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology.

This Form 10-KSB Annual Report contains forward-looking statements, including
statements regarding, among other things, (a) our projected sales and
profitability, (b) our growth strategies, (c) anticipated trends in our
industry, (d) our future financing plans and (e) our anticipated needs for
working capital. These statements may be found under "Management's Discussion
and Analysis or Plan of Operations" and "Description of Business," as well as in
this Annual Report generally. Actual events or results may differ materially
from those discussed in forward-looking statements. In light of these risks and
uncertainties, there can be no assurance that the forward-looking statements
contained in this Annual Report will in fact occur.

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

The Company was incorporated in Florida on February 7, 1989 under the name Park
Avenue Marketing, Inc. On February 2, 1998, as a result of its acquisition of
100% of the common stock of two commonly controlled entities, Respiratory Care
Services, Inc. ("RCS") and RCS Subacute, Inc. ("RCSS"), that were engaged in the
respiratory care industry the name was changed to BSD Healthcare Industries,
Inc. Prior to these acquisitions, the Company did not conduct any operations.

On July 1, 1999, principally as a result of a change in Medicare reimbursement
rates for respiratory services, the Company sold RCS and RCSS.

On December 17, 2001 the Company changed its name to BSD Software, Inc.

As a result of the sale of the subsidiaries, the Company had no operations until
its acquisition of 90% of Triton Global Business Services Inc. ("TGBSI") on
November 4, 2002. TGBSI is the 100% owner of Triton Global Communications Inc.
("Triton") through which it conducts its business operations.

BUSINESS OF THE COMPANY

Triton was incorporated in April 1998 as a next generation Internet Protocol
(IP) enabled provider of live and automated operator calling services,
e-Business support, billing and clearinghouse functions and information
management services to telecommunications, internet and e-business service
providers.

Triton focuses on helping its clients improve profitability by enabling them to
quickly deploy new services, streamline operations and make quicker, more
informed business decisions. Triton has aligned itself with strategic partners
allowing the Company to offer advanced services in the telecom industry. Triton
is a customer service oriented organization providing service to direct
customers and service providers, both within North America and internationally.

Triton was the first fully implemented alternate billing agent within the Local
Exchange Carriers (LEC's) billing system in Canada. Triton's vision is to
continue expanding its "live" and "automated" operator service capability
focusing on making emerging web based information and transaction services
easier to access and pay for.

The Company's experienced management and staff are trained to assist and provide
clients with the best solutions for their business. Triton is currently
operating with eight (8) employees. The business is scalable and is capable of
substantial growth with little increase in staff or physical plant.

The Company does not have any patents, trademarks, licenses, franchises,
concessions, royalty agreements. The business of the Company is not subject to
government approval or regulation and the Company is not aware of any probable
or proposed regulations that would affect the Company's operations. The Company
has three major customers that account for 90% of our accounts receivable at
July 31, 2005, and it is the opinion of management that these accounts do not
represent a significant risk to the company.

                                       1
<PAGE>

THE BIG PICTURE IS GLOBALIZATION

Most North American and International Carriers outsource their billing services,
particularly for services billed to other carriers or into other geographic
markets.

The future growth of the industry is largely based upon the ability of service
providers to offer multiple billing options for consumer services increasing
market penetration.

Triton's technology platforms are capable of providing its customers with the
ability to integrate traditional telephony services, internet information and
subscriptions services and e-Commerce transactions and place the charges on the
billing medium of the end users choice.  Triton also provides the capability for
electronic bill presentment and payment.

DEVELOPMENTS

On December 21, 2004, NeoMedia Technologies, Inc. (NeoMedia) and the Company
signed a definitive Agreement and Plan of Merger. Upon the closing of the merger
transaction discussed therein, the Company's shareholders will receive, for each
share of the Company's stock owned, NeoMedia common stock equivalent to $0.07
divided by the volume-weighted average price of NeoMedia common stock for the
five trading days immediately prior to the effective time of the merger. The
agreement has been approved by holders of approximately 63% of the Company's
outstanding shares and its Board. Closing is subject to the terms and conditions
outlined in the merger agreement, as well as regulatory approval of the merger
and registration/information statement by the United States Securities and
Exchange Commission. Prior to closing, the merger can be terminated by the
Company if more than 5% of the Company's outstanding shares dissent to the
merger. The merger can be terminated prior to closing by NeoMedia if, at the
time of closing, the Company has: (i) less than $850,000 in assets, (ii) more
than $5,000,000 in liabilities, or (iii) more than 38,000,000 shares of common
stock outstanding. Either party can terminate the merger if the merger has not
closed by December 31, 2005, which date may be extended by mutual consent of
NeoMedia and the Company. There is no assurance that the merger will be
completed. See details of the Agreement as Exhibit 10.1 with this filing.

Audio Text

On September 23rd, 2003, the Company announced that its' majority owned
subsidiary TGBSI had signed an exclusive contract to provide new customer
activation and billing services for a leading global provider of audio-text
services and had divested itself of its Canadian hotel operations. On November
18th, 2003 the Company announced signing of an exclusive contract with a leading
global provider of audio-text services. Under the terms of the agreement TGBSI
provided the underlying network, caller validation and billing and collection
services for new subscribers to various audio-text services.

The Company continues to provide services for these customers.

1010

On June 1st, 2004, the Company announced signing of an agreement with Bell
Canada Inc. to become an inter-exchange carrier (IXC). As an IXC carrier, TGBSI
is able to offer multiple Network Service solutions to complement its core
billing capacity. On June 6th, 2004 the Company announced that TGBSI signed an
International Termination and Call Record Management agreement with a major
Local Exchange Carrier (LEC). Under the terms of the three year agreement, TGBSI
provides International Termination, Billing and Clearing (B&C), Customer Service
and Direct Billing.

The companies have completed the network testing and services have begun.

900

On February 23, 2004, the Company announced it had secured the ability to
provide 900 Services to North America. On August 4th, 2004 the Company announced
that TGBSI signed a contract with a leading provider of International audio-text
services to provide National 900 Services in Canada. As well as provisioning the
National 900 network, TGBSI also provides the LEC billing services, bad debt
management and handle all customer service inquiries.

The Company continues to perform its contracted services.

Billing & Collections

On December 3rd, 2003, the Company announced signing of 18 independent Local
Exchange Carriers to billing and collection agreements. On April 4th, 2004, the
Company announced that TGBSI has completed an agreement with one of the largest
U.S. providers of Operator services to provide customized billing and clearing
for Canadian billed collect and third party calls.

PRODUCTS & SERVICES

Triton has sophisticated proprietary software and hardware services that are
capable of processing call records for telecommunications companies worldwide.
They track and process bills for a wide range of services, from local and long
distance operator services as well as paging, voice mail, caller ID, phone cards
and other "ease of access", 0+Plus dialing solutions. Triton has also developed
"flat-fee" billing solutions that will benefit Internet content and service
providers. With the addition of services for the Internet community, Triton has
moved to meeting the needs of an even broader range of communications companies.

                                       2
<PAGE>

The following is a list of Triton's products and services:

OPERATOR/AGENT SERVICES

- Global and Domestic Origination

- Hospitality Providers

- Payphone Providers

- Directory Assistance

- North America

- International

- Enhanced Information Services

- E-Business Support Services

- E-Commerce Transaction Support

- "Click-2-Talk" Web-Based Voice Routing

- Call Centre "ASP" Solutions

BILLING SERVICES

- North American Local Exchange Carrier (LEC) Billing

- Online Subscription Based Billing

- Web-Based Transaction Billing (e-Commerce)

STRATEGIC TECHNOLOGY ALLIANCES

Triton has developed and secured strategic alliances within the industry that
are key to the successful service and maintenance of its client support systems
and the delivery of advanced features. Strategic partnerships are the key to
promote global solutions with billing as the core function or source of revenue.
Triton continually enhances and streamlines its service offerings to remain
competitive in an evolving marketplace. Triton has completed the development of
a state of the art IP E-commerce platform described below for future deployment.

NEXT GENERATION INTERNET PROTOCOL (IP) ENABLED OPERATOR SERVICES PLATFORM

Triton's International Operator Services Platform, which is not yet deployed,
has been created by integrating hardware and software applications from Cisco's
Internet Protocol (IP) Gateway, CosmoCom's IP based Next Generation CosmoCall
Universe Platform, and the Enhanced Operator Services (EOS) from Intelis.

Triton is currently formulating its plan of implementation and the required
marketing strategies and service offerings.

CosmoCall Universe is a multimedia, multi-channel call center system that goes
far beyond the capabilities of traditional call center technology. Traditional
call centers are based on circuit-switched Automatic Call Distributors (ACDs),
and support only voice telephone calls. CosmoCall has all the capabilities of a
modern telephone call center. But as a multimedia, multi-channel interaction
center, CosmoCall supports not only voice telephone calls, but also live
multimedia communication sessions via the Internet. It manages and distributes
not only live calls, but also messages, including voice, fax, and e-mail
messages. CosmoCall supports remote agents and multiple site operation
transparently via a managed IP WAN. Agents are location-independent, and
multiple call center sites can be managed as a single entity capable of
distributing calls to any agent in any site or location.

                                       3
<PAGE>

The Intelis Enhanced Operator Services (EOS) software is fully integrated on top
of the CosmoCall Universe Platform and inspects incoming calls on a call-by-call
basis to determine how a call should be processed. The system uses all data
presented by the switch to determine call treatment including ANI, Ingress Trunk
Group, Info Digit, State of the ANI, NPA NXX of the ANI and DNIS.

Based upon the incoming characteristics of a call, the system determines what
application is used to process the call and the Carrier for that application.
For example, the application may be Enhanced Operator Services or Prepaid
whereas the Carrier defines characteristics of that application such as branding
information, rating information, and validation rules.

Integrated together these products provide Triton with unique capabilities to
launch web-based services as well as support for traditional telephony including
collect, third party and calling card supported calls.

TELCO GRADE BILLING PLATFORM

Highland Lakes Software (Highland) is an independent global service provider for
core billing services for Competitive Local Exchange Carriers (CLEC)'s and
LEC's. Triton has been able to achieve continued market penetration by employing
Highlands' core billing software at the root of its billing infrastructure.
Highland will continue to provide high quality billing solutions to Triton as
the industry matures and demands more technically enhanced functionality. Triton
works closely with Highland to provide extended electronic billing services to
meet the demands of service providers and the Internet end user. With the
coordination of Highland engineers, Triton has developed proprietary modules to
enhance allowable billing types and to provide an effective direct billing
service as well as an aggressive revenue recovery service which our customers
have realized on.

SALES AND MARKETING APPROACH

Direct sales and strategic sales alliances are used as the business acquisition
strategy for Triton as it continues to grow.

As a provider of billing, clearinghouse and information management services to
the telecommunications industry, Triton is positioned to take advantage of the
current disarray in the telecommunications sector. Historically many of the
international collect calling and international billing and clearing contracts
have been controlled by intermediary agents. In many cases the lions share of
the profits were eaten up in the form of residual commissions to these agents.

As global carriers such as Qwest, AT&T and Worldcom exited these unprofitable
lines of business there is a significant opportunity for Triton to establish
direct relationships with local carriers outside of North America in the areas
of operator assisted calling, directory assistance and billing and clearing
agreements.

The benefit to Triton is two fold. Firstly, individual international contract
values are significantly larger than contracts for similar services within North
America and secondly, by establishing selling relationships directly with local
telephone carriers outside of North America the profitability of providing these
services increases dramatically.

Triton's sales team will be segmented between target customer segments and over
the long term by geography (domestic and international).

Initially incremental business development representatives will be added to
target North American carriers including Clearing Houses, alternative operator
service providers, local exchange carriers, long distance voice and data
providers, wireless carriers and internet and e-business service providers.
While this will involve primarily direct marketing and selling, it is
anticipated that alliances can be established where Triton's products and
services can be positioned as part of a bundled offering in conjunction with
other complementary services.

COMPETITIVE ANALYSIS

THIRD PARTY BILLING COMPANIES

The majority of clearinghouse competitors are U.S. based or are part of an
incumbent LEC. Triton's position as an independent Canadian operation makes it a
unique player in the third party billing market in North America.

Triton may not be able to compete with large telecommunication providers on a
revenue scale, but Triton does have the ability to meet the evolving telecom
market's needs quickly and efficiently. Larger Telco's like AT&T, MCI-WorldCom
and the RBOCs are looking to organizations like Triton for contract billing
services. As Telco's get more and more competitive and try to block the exchange
of call records between each other, Triton is positioning itself to clear call
records between these battling giants.

                                       4
<PAGE>

An emerging VOIP market has opened the door for cable companies to provide
telecommunications and as this is brand new territory for them, it has opened up
a significant opportunity for the Company to deploy and provide its proven
services to this market.

On an International basis, Triton is an attractive option to many Telco's as a
cost effective way of billing calls in and out of Canada.

Most of these "competitors" are restricted from entering the Canadian
marketplace due to regulatory issues. This means that these "competitors" can
also become Triton "customers" in certain segments of their business,
particularly when it comes to providing services to all outside competitors who
wish to bill for Canadian Services. Again, it is Triton's "rapid time to market"
and flexible rating and billing capabilities that make it so attractive!

ALTERNATIVE OPERATOR SERVICES PROVIDERS (AOSPS)

In addition to providing sophisticated billing and clearing, the technology
platform currently being developed will allow Triton to compete with carriers
and companies providing live and automated Operator Services both domestically
and, with multi-language capabilities, on an international basis.

In addition to specific AOSP competitors the majority of the LEC's in the United
States and Canada provide operator services as part of their core offerings. In
1997 the FCC ruled that in order to be an eligible telecommunications carrier a
service provider would have to provide the basic universal services as laid out
in the 1996 Telecom Act including:

- Voice grade access to the PSTN

- Single party service

- Access to emergency service (911)

- Access to both operator services and directory assistance (411)

While they are mandated to provide it, they do not have to provision it
themselves. This provides opportunity for Triton to look to these competitors as
prospective customers for its AOSP and future IP enabled service offerings.

Triton's Canadian based low cost infrastructure, fewer regulatory encumbrances
than U.S. based carriers and the ability to provide a fully bundled suite of
services on a single IP enabled platform allows us to compete for both
traditional services as well as future services.

According to a 2002 study by PELORUS Group the future success of Operator
Service Providers rests in their ability to provide bundled services and to
automate as many incoming calls as possible. Triton's investment in IP based
Operator Services technology leaves it well positioned to compete in the future.

E-BUSINESS/COMMERCE SUPPORT SERVICES "CLICK-2-TALK" AND VIRTUAL CALL CENTERS

PLATFORM ADVANTAGES

Triton's "Click-2-Talk" Operator Services Platform has been created by
integrating hardware and software applications from Cisco's Internet Protocol
(IP) Gateway, an IP based Next Generation Universal CRM Platform, and Enhanced
Operator Services functionality.

The market advantages inherent with a 100% IP Platform includes but is not
limited to:

- Intelligent multi-media routing to and from the Internet. "Click-2-Talk"
enables a PC user to connect or conference using voice over internet protocol
(VOIP) to communicate with a live agent. By connecting the consumer's PC to a
live agent the Triton IP Platform will minimize fraud risk and anxiety
associated with inputting personal credit card information on the Internet.

- Due to the fact that Triton's platform is fully IP enabled, "Virtual Agents"
can be supported via a simple internet connection. This means that Triton can
eliminate the cost and challenges associated with traditional "bricks and
mortar" call centers. Agents can be located virtually anywhere in the world
including a customer's existing contact center or specific geographic regions,
providing 24x7 coverage and an understanding of local language and cultures.



                                       5
<PAGE>

- Triton's platform supports multiple "live agents" as well as fully automated
billing methods including credit card, calling card, collect, person to person
and bill to 3rd party. Call accepts or "voice prints" are stored for billing and
collection audit purposes.

- The platform provides fully integrated multi-language support, removing the
barriers of communication that impede International e-business,
telecommunications and emerging IP service transactions.

- Cost of operation is significantly reduced by utilizing least cost routing
(LCR) and commodity priced VOIP transport inbound and outbound without the
traditional requirement of changing protocols from IP to time division
multiplexing (TDM) and back again.

- Carrier grade quality is guaranteed by using dedicated bandwidth, redundant
architecture and by co-locating technology within a robust data center facility.

- Support for "ASP" deployment of customer applications.

TRITON SUCCESS FACTORS:

Triton uses the technologically advanced software from Highland Lakes Software
Inc. which allows the company to remain fluid in the type of formats and records
it can accept in its proprietary billing engines. Triton has executed debt
reduction plans and has entered agreements with strategic partners to provide
streamlined networks which will ultimately drive billable "calls". The companies
core success factor is to remain focused on providing solutions and services
which will generate billable records for the purpose of landing end user charges
onto a customers bill through Tritons North American footprint. In an evolving
marketplace Triton has invested in a state of the art commerce platform which
will eventually allow its deployment to generate new opportunities in the
Internet market to generate billing options for consumers. Triton will be
utilizing the advanced software from Cosmocom WWW.COSMOCOM.COM.

Triton's "Click-2-Talk" utilizes standard Windows "net meeting software" to
connect whereas our competitor's products require a separate download to enable
the connection. In addition Triton provides escalation from Chat room, to VOIP,
to Video and co-browsing of web pages. Our sophisticated IP Automatic Call
Distributor provides intelligent routing in order to connect to an agent that
speaks the customer's language of choice. By integrating Operator Services
functions with "Click-2-Talk" we will be able to provide Automated and Live
Operator Assistance for our complete array of telephony, information, and
e-business fulfillment services including multiple billing options.

ITEM 2. DESCRIPTION OF PROPERTY

Triton maintains its' operations at Suite 300, 5824 Second Street S.W., Calgary,
Alberta, Canada T2H 0H2 and occupies approximately 3,900 square feet under terms
of a lease which expires February 28, 2009. Triton's operations are capable of
being quickly and efficiently re-located with no interruption in service
provisioning.

ITEM 3. LEGAL PROCEEDINGS

The Company or its subsidiaries are aware of the following legal proceedings:

In December 2002, Triton Global Communications Inc. sued CanTalk for breach of
contract. The action was brought before the Court of Queen's Bench, Winnipeg,
Canada. The case is styled "Triton Global Communications v. CanTalk." The action
alleges that CanTalk failed to perform under an outsource agreement pursuant to
which CanTalk was to provide support for Triton's entry into the international
operator service market. In response to the suit, CanTalk filed a counterclaim
against Triton for $10,000 alleging breach of contract. Triton believes that
CanTalk's counterclaim is without merit and it intends to defend the
counterclaim.

In June 2003, PBJ Holdings Inc. filed a Statement of Claim against Triton Global
Business Services Inc. in the Court Of Queen's Bench of Alberta for breach of
contract alleging that Triton Global Business Services Inc. failed to pay
$125,000 for the introduction of Triton Global Business Services Inc. to BSD
Software Inc. On December 17, 2004, this matter was settled. The amount Triton
agreed to pay in settlement totaled $125,000. The first payment of $12,000 was
paid on December 17, 2004. The balance of $113,000 is payable in twenty-four
consecutive $4,708 monthly installments, which commenced January 10, 2005. The
full amount is included in notes payable.

On May 2, 2005, four shareholders of BSD Software, Inc. filed a complaint
against BSD and NeoMedia, claiming that the purchase price as outlined in the
purchase agreement between NeoMedia and BSD is too low. The plaintiffs are
seeking unspecified damages and injunctive relief against the merger. BSD has
filed a response and believes that the action is without merit and intends to
defend the claim.


                                       6
<PAGE>


There is no certainty that BSD or its subsidiaries will be successful in their
defense of the above filed or threatened actions.

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

None.


                                       7
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

The Company's shares were subject to quotation on the OTC Bulletin Board
(OTC:BB) under the symbol "BSDS" from June, 2001 until its shares were de-listed
in May, 2003 following which the Company's shares have been quoted from
time-to-time on the "pink sheets". The Company was de-listed from the OTC:BB as
a result of not being a current reporting company under the Exchange Act. The
company was re-listed on the OTC:BB on June 9, 2004. The Company had 32,560,897
common shares outstanding at July 31, 2005.

The following information with respect to the high and low sales price of the
Company's stock was obtained from Reuters.

                                                 HIGH                 LOW

Quarter ending October 31, 2002                 $ 8.50              $  .33

Quarter ending January 31, 2003                 $ 1.85              $  .75

Quarter ending April 30, 2003                   $ 1.28              $  .64

Quarter ending July 31, 2003                    $  .51              $  .22

Quarter ending October 31, 2003                 $  .51              $  .22

Quarter ending January 31, 2004                 $  .40              $  .16

Quarter ending April 30, 2004                   $  .25              $  .09

Quarter ending July 31, 2004                    $  .85              $  .09

Quarter ending October 31, 2004                 $  .36              $  .22

Quarter ending January 31, 2005                 $  .31              $  .12

Quarter ending April 30, 2005                   $  .19              $  .06

Quarter ending July 31, 2005                    $  .17              $  .06


HOLDERS

At July 31, 2005 there were approximately 48 holders of record of the Company's
stock.

DIVIDENDS

The Company has never paid any dividends on its Common Stock, has no funds from
which to pay dividends and does not intend to pay dividends for the foreseeable
future. The Company intends to retain earnings, if any, to finance the
development and expansion of its business. Payment of dividends in the future
will depend, among other things, upon its ability to generate earnings, its need
for capital and its overall financial condition.

Further, under Florida law, no distribution may be made if, after giving it
effect: (a) The corporation would not be able to pay its debts as they become
due in the usual course of business; or (b) The corporation's total assets would
be less than the sum of its total liabilities plus (unless the articles of
incorporation permit otherwise) the amount that would be needed, if the
corporation were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of shareholders whose preferential rights
are superior to those receiving the distribution.


                                       8
<PAGE>


       SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS



                      EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
<CAPTION>
                                                                                                     Number of securities
                                                                                                   remaining available for
                                       Number of securities to be      Weighted-average exercise    future issuance under
                                        issued upon exercise of          price of outstanding        equity compensation
                                     outstanding options, warrants       options, warrants and         plans (excluding
                                               and rights                       rights             securities reflected in
          Plan Category                           (a)                             (b)                     Column (a)
<S>                                <C>                               <C>                         <C>
Equity compensation plans not
approved by security holders                       1,000,000                       $ 0.25                16,439,103
</TABLE>

A warrant for 1,000,000 common shares at an exercise price of $.25 per share was
issued to Thornhill Capital for services rendered with respect to financing
arrangements for the Company and ongoing consulting advice surrounding the
Company's public status. The right to exercise the warrant expires on August 31,
2005. All such sales of unregistered securities by the Company have been made
under or pursuant to an appropriate safe harbor or other exemption from
registration under the Securities Act.

SALE OF UNREGISTERED SECURITIES

The following information is given with regard to unregistered securities sold
by the Company during the past three years, including the dates and amounts of
securities sold; the persons or class of persons to whom we sold the securities;
the consideration received in connection with such sales and if the securities
were issued or sold other than for cash, the description of the transaction and
the type and amount of consideration received.

<TABLE>
<CAPTION>
 DATE         TITLE      AMOUNT OF SECURITIES SOLD        PERSONS                CASH OR NON CASH CONSIDERATION
<S>          <C>        <C>                           <C>                     <C>
                                                                               Issued in connection with the Share Exchange
31Oct02       Common          27,959,651 shares       Various (1)              transaction with Triton Global Business Services Inc.

                                                                               Issued in connection with the Share Exchange
04Nov02       Common            270,000 shares        Various (1)              transaction with Triton Global Business Services
Inc.

                                                      Stronghold Associates    Issued in connection with a contract for
21Nov02       Common            300,000 shares        Ltd. (2)                 investor relation services.

                                                      Mercatus & Partners      Issued at par value as security for loans
19Dec02       Common           5,235,602 shares       Ltd. (3)                 to be advanced

                                                                               Issued at a value of $6,337 as compensation for
13Jan03       Common            31,684 shares         Stanton & Linda Hill     loans advanced to the Company

                                                                               Issued at a value of $2,998 as compensation for
13Jan03       Common            14,990 shares         Ronald Bouwman           loans advanced to the Company

                                                                               Issued at a value of $10,100 as compensation for
13Jan03       Common            50,502 shares         Doug Martin              loans advanced to the Company

                                                      Apache Creek Investors   Issued at par value as security for loans
11Feb03       Common           1,600,000 shares       (4)                      to be advanced to the Company

                                                                               Issued at par value as compensation for the
11Feb03       Common            200,000 shares        Robert Libauer (4)       arrangement of loans to be advanced to the Company

                                                                               Issued at par value as compensation for the
11Feb03       Common            200,000 shares        XXR Consulting (4)       arrangement of loans to be advanced to the Company

                                                                               Issued at a value of $6,000 as compensation for
13Feb03       Common            30,000 shares         Stanton & Linda Hill     loans advanced to the Company

                                                                               Issued at a value of $6,000 as compensation for
13Feb03       Common            30,000 shares         James Hayter             loans advanced to the Company

                                                                               Issued at a value of $2,400 as compensation for
13Feb03       Common            12,000 shares         Kevin Crawford           loans advanced to the Company

                                                                               Issued at a value of $3,600 as compensation for
13Feb03       Common            18,000 shares         890858 Ontario Inc.      loans advanced to the Company

                                                                               Issued at a value of $20,000 as compensation for
13Feb03       Common           100,000 shares         Joel Michel              loans advanced to the Company

                                                                               Issued at a value of $126,868 as compensation for
19Aug03       Common            317,170 shares         Various (5)             loans advanced to the company, legal fees and payroll

                                                                               Issued at par value as compensation for allowing the
05Nov03       Common            657,000 shares         Various (6)             Company to use their free trading shares as security

                                                                               Issued at a value of $39,153 as repayment for
19Nov04       Common            126,300 shares         Various (7)             outstanding loans.

</TABLE>


                                       9
<PAGE>

(1)   In connection with the Share Exchange transaction 26,613,891 common shares
      were issued at par value to the controlling shareholders of Triton Global
      Business Services, Inc. An additional 1,615,760 common shares were issued
      at par value to previously existing shareholders, officers and directors
      as compensation for services rendered in connection with the Share
      Exchange transaction.


         Guy Fietz                                             9,140,291 shares
         Trans Research International Trust                    8,168,620 shares
         SunTzu Trust                                          7,328,701 shares
         Merlexis Trust                                        1,976,279 shares
                                                             ------------------
                                                              26,613,891 shares
         Jeff Spanier                                            560,380 shares
         Gary Barcus                                               5,000 shares
         Cynthia Dawson                                           10,000 shares
         Lisette M. Martin                                         5,000 shares
         LCDMBS LLC                                               50,000 shares
         Noodle Enterprises LLC (Bruce Rich)                     560,380 shares
         Steve Lipman                                            400,000 shares
         Karen Fischer                                             5,000 shares
         Joel Bernstein                                           20,000 shares
                                                             ------------------
                                                              28,229,651 shares


(2)   The contract with Stronghold was cancelled on May 12, 2003 due to
      non-performance. A demand for return of the stock has been issued and
      Stronghold has refused to return the stock. Legal action is being
      commenced to recover the stock.

(3)   These shares were subsequently cancelled on June 25, 2003 as the loans
      were not consummated.

(4)   These shares were subsequently cancelled on March 18, 2003 as the loans
      were not consummated.

(5)   The following shares were issued as compensation for working capital
      advances and loan extensions to the company:

         New Haven Management Limited             105,000 shares       $ 42,000
         Stan and Linda Hill                       48,160 shares         19,264
         Joel Michel                               50,000 shares         20,000
         Marfac Industries Ltd.                    20,250 shares          8,100
         Ronald Bouwman                            15,000 shares          6,000
         Howard Morry                              13,760 shares          5,504

(6)   The following shares were issued as compensation for allowing the company
      to use their free trading shares as security for working capital loans:

         Paul Harary                              112,500 shares
         Paris McKinzie                           206,250 shares
         LLB Ltd.                                 338,250 shares

(7)   The following shares were issued as repayment of outstanding loans:


         Doug Martin                               5,300 shares
         Jim Hayter                               80,000 shares
         Ron Bouwmann                             41,000 shares

In addition, during fiscal 2003, 30,000 shares were issued to Robin Legg at a
value of $12,000 in lieu of salary and 35,000 shares were issued to Jeremy
Fietz, a brother of Guy Fietz, at a value of $14,000 for legal services
rendered. During the current year 750,000 shares were issued to non-executive
employees at a value of $30,000 in order to terminate outstanding option
agreements to key employees.


                                       10
<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

BSD Software (the "Company") entered into a Share Exchange Agreement (the
"Agreement") dated October 23, 2002 with Triton Global Business Services, Inc.
("TGBSI") and four stockholders of TGBSI, who owned approximately 90% of the
issued and outstanding shares (the "TGBSI Shareholders"). TGBSI is the sole
shareholder of Triton Global Communications Inc. ("TGCI"), which is a provider
of billings, clearing house and information management services to the
tele-communications industry. Pursuant to the Agreement, on November 4, 2002,
the TGBSI Shareholders exchanged their shares for an aggregate of 26,613,891
common shares of the Company at a par value $0.001 per share. In addition, an
aggregate of 1,615,760 common shares were issued for nominal consideration to
certain persons, principally shareholders of the Company, who owned shares of
the Company prior to the share exchange.

As a result of these transactions, TGBSI became a majority-owned subsidiary of
the Company and the TGBSI Shareholders became the holders of 88.3% of the
30,123,251 common shares of the Company issued and outstanding immediately
subsequent to the Share Exchange transaction. Accordingly, financial information
included herein for prior years is that of TGBSI, consolidated with the Company
from November 4, 2002, the date of completion of the arrangement.

In connection with the share exchange, Jeffrey Spanier, the President and sole
employee and director of the Company, surrendered 4,000,000 shares of common
stock, constituting 67.9% of the common stock which was issued and outstanding
prior to the share exchange.

The Company intends to acquire the remaining TGBSI common shares as soon as is
practical. After such additional exchange a total of 34,154,946 common shares
will be issued and outstanding, of which 29,084,240 shares will have been issued
to the former shareholders of TGBSI and the former shareholders of TGBSI will
own 85.15% of the issued and outstanding common shares. In connection with the
contemplated additional exchange of shares, the four majority shareholders of
TGBSI have agreed to return to the Company for cancellation, on a pro rata
basis, that number of common shares as may be necessary such that when all
shares of TGBSI are exchanged, the total number of common shares outstanding
shall equal 32,593,600 shares plus any issuances of common shares after November
4, 2002. As the TGBSI shareholders ultimately control the Company, TGBSI has
been designated as the acquiror in the transaction. The fair value of the assets
and liabilities acquired are as follows:


Investments and marketable securities      $   404
Accounts payable and accrued liabilities    (2,040)
                                           -------
Working capital deficiency assumed         $(1,636)
                                           =======

The above deficiency has been charged to the Company's deficit account and the
financial statements reflect the financial position and results of TGBSI from
the date of its incorporation on May 28, 2002 forward. Additional paid-in
capital reflects the increase in share capital attributable to the carrying
value of TGBSI's share capital.

TGBSI acquired TGCI effective October 31, 2002. The acquisition was accounted
for using the purchase method with the results of operations being included from
the date of acquisition. Details of the acquisition are as follows:

                            NET DEFICIENCY ACQUIRED:

                     Current liabilities             $ 2,655,306
                     Current assets                   (1,008,743)
                     Property, plant and equipment    (1,171,081)
                                                     -----------
                                                         475,482
        CONSIDERATION PAID:
                     Note payable to Guy Fietz           401,250
                     Shares of TGBSI issued            1,248,750
                     Acquisition costs                   486,197
                                                      ----------
                     Goodwill upon acquisition
                      of TGCI                        $ 2,611,679
                                                     ===========


                                       11
<PAGE>

Subsequent to the acquisition the entire amount of goodwill has been written off
and charged to operations.

Although the Company currently owns 90% of TGBSI, operations have resulted in
cumulative losses to July 31, 2005 and as a result the entire amount of this
loss has been reflected in the Company's financial statements and no minority
interest has been calculated. Until such time as operations recover the
deficiency in minority interest of $209,192, the full 100% of operating results
will be reported with no off-setting minority interest.

RESULTS OF OPERATIONS FOR THE YEAR ENDED JULY 31, 2005 AS COMPARED TO THE YEAR
ENDED JULY 31, 2004

REVENUE

The Company had revenue of $7,350,000 for the year ended July 31, 2005 compared
to revenue of $6,091,000 for the year ended July 31, 2004. This increase is
primarily attributable to increased marketing activities and new business in
call records. The change in the US dollar also affected revenues. The revenue
consisted primarily of fees for processing Canadian and U.S. terminated call
records for telecommunications companies. Revenue is recognized at the time that
calls are accepted by the clearinghouse for billing to customers. Provisions are
recorded for management's estimate of calls that cannot be billed or collected.


COST OF REVENUES

The Company had cost of revenues of $5,856,000, or 79.7% of revenue, for the
year ended July 31, 2005 compared to $4,618,000 or 75.8% of revenue for the year
ended July 31, 2004. In the year ended July 31, 2005, we had a gross margin of
$1,495,000 or 20.3% of revenue, compared to a gross margin of $1,473,000, or
24.2% of revenue, for the year ended July 31, 2004. Cost of revenues, for the
year ended July 31, 2005, consists of settlement fees to customers, carrier line
charges and clearing costs levied by the LEC's. The reason for the decrease in
gross profit is due to rewriting one of our contracts that resulted in lower
margin of 10% on that contract, and a change in contract mix that resulted in
diminishing gross profits.


OPERATING EXPENSES

For the year ended July 31, 2005, we had total expenses of $1,061,000 compared
to $1,223,000 for the year ended July 31, 2004. This difference was primarily
attributable to, reduced legal fees and reduced rent expense as Triton relocated
into smaller premises at a lower lease rate and subleased the previous premises
for the full amount of the lease, as well as increased payroll costs due to
having 2 additional staff than in the comparative period.




                                                        Year
                                                       Ended
                   Description                    July 31, 2005
                   --------------------------------------------
                   Administration                  $  140,000
                   Professional Fees                  187,000
                   Rent                                57,000
                   Payroll                            604,000
                   Depreciation and amortization       73,000
                                                   ----------
                                  TOTAL            $1,061,000
                                                   ==========

Administration expenses decreased by $43,000 from $183,000 for the year ended
July 31, 2004. The decrease resulted primarily from reduced costs related to
investor relations. Professional fees consist of accounting and legal fees
incurred in the ordinary course of business. Rent expense consists of the rent
paid for our administrative offices located in Calgary, Canada. Payroll expense
relates to the payroll of 8 employees and includes wages, bonuses, commissions
and benefits. Amortization expense consists primarily of the amortization of
office furniture, computer equipment, fixtures and leasehold improvements.


                                       12
<PAGE>

NET PROFIT

The items specified above resulted in a net profit of $271,000 for the year
ended July 31, 2005 after recognizing other expenses including interest expense
of $154,000 and a loss on disposal of assets in the amount of $9,000. In the
comparable period in the prior year, the Company had a net income of $45,000
after recognizing interest expense of $253,000 and a loss on disposal of assets
in the amount of $3,000 and recording a gain on the sale of contracts in the
amount of $51,000.

CRITICAL ACCOUNTING POLICIES

                                 GOING CONCERN

The attached financial statements have been prepared on a going concern basis in
accordance with United States generally accepted accounting principles. The
going concern basis of presentation assumes that the Company will continue in
operation for the foreseeable future and be able to realize its assets and
discharge its liabilities and commitments in the normal course of business. The
Company has reported net income of $271,000 and $45,000 for the years ended July
31, 2005 and 2004 respectively and has an accumulated deficit of $5,705,000 as
of July 31, 2005. As of July 31, 2005 the Company had a working capital deficit
of $3,205,000

The Company's ability to continue as a going concern is dependent upon
management's ability to raise additional financing. During the year ended July
31, 2005, management continued to take actions to reduce operating losses and is
in the process of securing additional financing. There is no assurance that
additional financing will be obtained.

The ability of the Company to continue as a going concern and to realize the
carrying value of its assets and discharge its liabilities when due is dependent
on the successful completion of the actions taken or planned, some of which are
described above, which management believes will mitigate the adverse conditions
and events which raise doubt about the validity of the "going concern"
assumption used in preparing the attached financial statements. There is no
certainty that these and other strategies will be sufficient to permit the
Company to continue to meet its obligations in the normal course of business.

The financial statements do not reflect adjustments that would be necessary if
the "going concern" assumption were not appropriate. If the "going concern"
basis was not appropriate for these financial statements, adjustments would be
necessary to the carrying value of assets and liabilities, the reported revenues
and expenses, and the balance sheet classifications used

                           MINORITY INTEREST IN TGBSI

Although the Company currently owns 90% of TGBSI, operations have resulted in a
loss for the current period and as a result the entire amount of this loss has
been reflected in these financial statements and no reduction for the minority
interest therein has been calculated. Until such time as operations recover the
deficiency in minority interest of $213,000, the full 100% of operating results
will be reported in our statement of operations.

                              PROPERTY & EQUIPMENT

Property and equipment are stated at cost. Amortization is provided using the
straight-line method at the following rates:

--------------------------------------------------------------------------------
Asset                                     Method
--------------------------------------------------------------------------------

Office furniture and equipment       Straight line          5 years
Computer equipment                   Straight line          5 years
Computer software                    Straight line          3 years
Leasehold improvements               Straight line          5 years

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

Property and equipment are assessed for potential impairment when triggering
events occur that indicate the carrying value may not be recoverable. If the
undiscounted estimated future net cash flows are less than the carrying value of
the asset, the impairment loss is calculated as the amount by which the carrying
value of the asset exceeds its fair value. Fair value has been calculated as the
present value of estimated future net cash flows.


                                       13
<PAGE>


                            CONTRACTUAL OBLIGATIONS

The following table presents the Company's contractual obligations as of July
31, 2005, over the next five years and thereafter:

<TABLE>
<CAPTION>
                                                                 Less Than                        After 5
                                                         Total    1 Year   1-3 Years   4-5 Years   Years
                                   ----------------   --------   --------   --------   ---------  --------
<S>                                                  <C>       <C>         <C>        <C>        <C>
                                   Accounts Payable   $365,000   $201,000   $164,000   $      -   $    -

                                   Operating Leases    226,000     64,000    120,000     42,000        -

                                      Notes Payable    103,000     69,000     34,000          -        -

                                  Shareholder Loans    147,000    105,000     42,000          -        -

                 Total Contractual Cash Obligations   $841,000   $439,000   $360,000    $42,000   $    -

Operating leases under sublease agreements covering
 corresponding amounts and lease terms                $404,000   $153,000   $251,000    $     -   $    -
</TABLE>


                               REVENUE RECOGNITION

We record revenue in accordance with SEC SAB No. 104 "Revenue Recognition in
Financial Statements." SAB No. 104 requires that service sales be recognized
when there is persuasive evidence of an arrangement which states a fixed and
determinable price and terms, delivery of the product has occurred in accordance
with the terms of the sale, and collectibility of the sale is reasonably
assured. Revenue is recognized at the time that calls are accepted by the
clearing house for billing to customers.

                         LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2005, the Company had a cash balance of $23,000. Historically, the
Company has met cash needs through a combination of cash from operations and
proceeds from the sale of equity and debt securities, and loans from the former
stockholders of TGBSI. At July 31, 2005, the Company had negative working
capital of $3,205,000. the Company anticipates that its cash needs over the next
12 months will be for general working capital needs of $1,400,000, consisting
primarily of payroll, administration (including the costs of defending the
lawsuits discussed below) and other miscellaneous expenses, and the satisfaction
of a portion its current liabilities of $4,824,000 as they come due. Of the
total current liabilities, the Company expects that a portion of the shareholder
loans will be satisfied by converting into equity. The Company expects that it
will be able to satisfy its cash needs over the next 12 months from cash
generated by operations and by negotiating to pay some of its commitments over
time.

Currently the Company has entered into debt for equity agreements or amortized
payment agreements with most of its creditors. The Company has the ability to
perform on all of its finalized agreements and will be able to perform on the
commitments it agrees to with its creditors.

The Company's consolidated financial statements have been prepared assuming it
will continue as a going concern. Accordingly, the consolidated financial
statements do not include any adjustments that might result from the Company's
inability to continue as a going concern.

Net Cash From Operations. Net cash provided from operations was $109,000 for the
year ended July 31, 2005, a decrease of $25,000, or 18.7%, compared with net
cash provided from operations of $134,000 for the year ended July 31, 2004. The
use of cash by operations was principally the result of operations, an increase
in accounts payable of $465,000, amortization of $73,000, loss on sale of assets
of $9,000, value of shares issued to employees of $30,000, a reduction of
prepaid expenses in the amount of $9,000 offset by an increase in accounts
receivable of $748,000.

Net Cash Used in Financing. Net cash used in financing was $232,000 for the year
ended July 31, 2005, an increase of $119,000, or 105%, compared with net cash
used in financing activities of $113,000 for the year ended July 31, 2004. This
is entirely due to the paying down of notes payable, shareholder loans and the
amount owed to Wayside Solutions Inc.


                                       14
<PAGE>

Net Cash From Investing. Net cash from investing was $17,000 for the year ended
July 31, 2005, a decrease of $16,000 or 48% compared with net cash provided from
investing for the year ended July 31, 2004 of $33,000, resulting from proceeds
on sale of property, plant and equipment in the amount of $17,000. Net cash from
investing was the result of selling excess office furnishings no longer needed
due to us relocating to smaller premises.

ITEM 7. FINANCIAL STATEMENTS

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

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

CHANGE IN ACCOUNTANTS

Effective January 20, 2005, BSD Software, Inc. (the "Registrant") engaged
Stonefield Josephson, Inc., as the Registrant's principal accountants to audit
the Registrant's financial statements for the year ending July 31, 2005.
Stonefield Josephson, Inc. replaces KPMG LLP, which had previously been engaged
for the same purpose, and whose dismissal was effective January 20, 2005. The
decision to change the Registrant's principal accountants was approved by the
Registrant's Board of Directors on January 20, 2005.

During the two most recent fiscal years and through the date of this Current
Report on Form 8-K, the Registrant did not consult Stonefield Josephson
regarding (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that may
be rendered on the Registrant's financial statements, and neither a written
report nor oral advice was provided to the Registrant that Stonefield Josephson
concluded was an important factor considered by the Registrant in reaching a
decision as to any accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a "disagreement" (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a
"reportable event" (as defined in Item 304(a)(1)(v) of Regulation S-K).

The reports of KPMG LLP on the Registrant's financial statements for the fiscal
years ended July 31, 2004, and July 31, 2003, did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles, except that KPMG LLP has included in each
of said reports a separate paragraph stating that "the Company has experienced
operating losses and has a working capital deficiency, that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty."

During the Registrant's last two fiscal years ended July 31, 2003, and July 31,
2004, and in the subsequent interim periods through January 20, 2005, there were
no disagreements with KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG LLP, would have
caused them to make reference to the subject matter of the disagreements in
connection with their reports on the financial statements for such periods.

On May 9, 2003, BSD Software, Inc., (the "Company") notified Grassano
Accounting, P.A., ("Grassano") that the Company has dismissed Grassano as its
auditor. On May 19, 2003, the Company engaged KPMG, LLP as independent auditors
of the Company for the fiscal year ending July 31, 2003. KPMG was the
independent auditor for Triton Global Communications, Inc. prior to its
acquisition by the Company. The action to engage KPMG, LLP was taken upon the
unanimous approval of sole director of the Company.

During the fiscal years ended December 31, 2001 and 2000, respectively, and
through May 9, 2003, (i) there were no disagreements between the Company and
Grassano on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of Grassano would have caused Grassano to make reference to the
matter in its reports on the Company's financial statements, and (ii) Grassano's
reports did not contain an adverse opinion or a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope, or accounting principles.


                                       15
<PAGE>

During the fiscal years ended December 31, 2001 and 2000, respectively, and
through May 9, 2003, there were no reportable events as the term described in
Item 304(a)(1)(iv) of Regulation S-B. Grassano's opinion in its report on the
Company's financial statements for the years ended December 31, 2001 and 2000,
respectively, expressed substantial doubt with respect to the Company's ability
to continue as a going concern.

During the fiscal years ended December 31, 2001 and 2000, respectively, and
through May 9, 2003, the Company had not consulted with KPMG, LLP regarding
either:

(a) the application of accounting principles to any specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a written report was
provided to the Company nor oral advice was provided that KPMG, LLP concluded
was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or

(b) any matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304
of Regulation S-B, or a reportable event, as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.

The Company had requested that Grassano furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of such letter, dated May 23, 2003, was filed as Exhibit 99.1
to Form 8-K filed on May 23, 2003.

On November 2, 2002, the Company decided to change its fiscal year end to July
31. The Company was not required to file a transition report because it adopted
the fiscal year end of Triton Global Business Services, Inc., the company it
acquired on or about that date.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
Principal Executive Officer and Principal Financial Officer of the effectiveness
of the design and operation of the Company's disclosure controls and procedures.
The Company's disclosure controls and procedures are designed to provide a
reasonable level of assurance of achieving the Company's disclosure control
objectives. The Company's Principal Executive Officer and Principal Accounting
Officer have concluded that the Company's disclosure controls and procedures
are, in fact, effective at this reasonable assurance level. In addition, we
reviewed our internal controls, and there have been no significant changes in
our internal controls or in other factors that could significantly affect those
controls subsequent to the date of their last valuation or from the end of the
reporting period to the date of this Form 10-KSB.


                                       16
<PAGE>

                                    PART III

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

DIRECTORS

   Guy Fietz                    Director of BSD Software Inc.
                                 (appointed November 4, 2002)
                                Director of Triton Global Business Services Inc.
                                 (appointed May 29, 2002)
                                Director of Triton Global Communications Inc.
                                 (appointed April 30, 1998)

   Gordon Ellison               Director of Triton Global Business Services Inc.
                                 (appointed April 26, 2004)

EXECUTIVE OFFICERS:

   BSD SOFTWARE, INC
                                 Guy Fietz               President
                                 Gordon Ellison          Chief Financial Officer

   TRITON GLOBAL BUSINESS SERVICES, INC.

                                 Guy Fietz               President
                                 Gordon Ellison          Chief Financial Officer

   TRITON GLOBAL COMMUNICATIONS, INC.

                                 Guy Fietz               President and Chief
                                                          Executive Officer
                                 Gordon Ellison          Chief Financial Officer

GUY FIETZ (40). Guy Fietz has been in the telecommunications industry for over
five years and has established Triton as a profitable Telco billing services
company. Mr. Fietz had the vision to see a gap in Telco billing services and
strategically developed a system that addressed this market need. He was
instrumental in bringing together a qualified team to develop advanced
processing technologies and a sophisticated software/hardware approach
specifically for telecommunications billing systems. Since launching Triton, he
has managed operations and lead successful growth. Prior to his work in
telecommunications, Guy Fietz operated ventures in the hospitality market.

GORDON ELLISON (53). Gordon Ellison is a graduate of the University of Calgary
and subsequently received his designation as a Chartered Accountant and is a
member of the Institute of Chartered Accountants of Alberta. He has presented
seminars on various tax and management related topics throughout western Canada.
He has been a controller and/or CFO of privately held companies in the
distribution and construction industries.


                                       17
<PAGE>

                              FAMILY RELATIONSHIPS:

NONE.

                                AUDIT COMMITTEE:

The President and the Chief Financial Officer currently act as the Audit
Committee to review the internal accounting procedures of the Company and to
consult with and review the services provided by the Company's independent
accountants. It is the Company's intention to establish an independent audit
committee.

ITEM 10. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

The following table sets forth information with respect to the total
compensation earned by, or paid to, the person's serving as the Company's and
its subsidiaries President, Chief Executive Officer, and Chief Financial Officer
during 2005, 2004, and 2003. No other executive officer of the Company earned
total salary and bonus in excess of $100,000 during 2005, 2004, and 2003.

<TABLE>
<CAPTION>
                                        Annual compensation                           Long-term compensation
                               ----------------------------------      -------------------------------------------------------
                                                                                 Awards              Payouts
                                                                       -------------------------   ----------
                                                        Other                          Securities                     All
 Name and principal                                    annual            Restricted    Underlying                    other
      position         Year    Salary     Bonus     compensation           stock         Options        LTIP      compensation
--------------------  ------  --------   -------   --------------      -----------     ----------   ------------  -------------
<S>                     <C>     <C>      <C>            <C>                 <C>             <C>           <C>          <C>
Guy Fietz, President    2005    168,842     --           --                  --              --            --           --
                        2004    144,285  116,362         --                  --              --            --           --
                        2003     95,846     --           --                  --              --            --           --

Gordon Ellison, CFO     2005     50,080     --           --                  --              --            --           --
                        2004     24,129     --           --                  --              --            --           --

Les Hammond, former CFO 2004     38,890     --           --                  --              --            --           --
                        2003     17,084     --           --                  --              --            --           --
</TABLE>

All amounts were paid through Triton Global Communications Inc. in Canadian
dollars. The amounts for the current year have been converted at .80552, 2004
numbers were converted at .74721 and 2003 numbers were converted at a .711845
exchange rate.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and with the NASDAQ Stock Market. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company,
or written representations received by the Company, the Company believes that
during its fiscal year ended July 31, 2005, all Section 16(a) filing
requirements applicable to the officers, directors and 10% beneficial owners
were met, except for shares disposed of by Guy Fietz on February 23, 2005, which
has since been filed on the appropriate form.

Code of Ethics

The Company has adopted a code of ethics that applies to its senior executive
and financial officers. The Company's Code of Ethics seeks to promote (1) honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships, (2) full,
fair, accurate, timely and understandable disclosure of information to the
Commission, (3) compliance with applicable governmental laws, rules and
regulations, (4) prompt internal reporting of violations of the Code to
predesignated persons, and (5) accountability for adherence to the Code. A copy
of the Company's Code of Ethics will be attached to and viewed on the Company's
internet website at http://www.tritonglobal.ca and is attached to this filing as
Exhibit 14.


                                       18
<PAGE>

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 13, 2004, certain information with
respect to the Company's equity securities owned of record or beneficially by
(i) each Officer and Director of the Company and its subsidiaries; and (ii) each
person who owns beneficially more than 5% of each class of the Company's
outstanding equity securities.

<TABLE>
<CAPTION>
                                                                                   Amount and nature of beneficial
        Title of Class           Name and address of beneficial owner                    ownership (1)
<S>                        <C>                                                  <C>                <C>
                           Guy Fietz (2)
                           90 Mt. Assiniboine Circle, S.E.
                           Calgary, Alberta
Common stock               Canada T2Z 2N8                                        16,218,992         49.8%

                           SunTzu Trust
                           ANZ House, P.O. Box 11
Common stock               Rarotonga, Cook Islands                                7,328,701         22.5%

                           Trans Research International Trust (3)
                           ANZ House, P.O. Box 11
Common stock               Rarotonga, Cook Islands                                8,168,620         25.1%

                           Merlexis Trust (3)
                           ANZ House, P.O. Box 11
Common stock               Rarotonga, Cook Islands                                3,381,633         10.4%

                           Blair J. McInnes (4)
                           78 Kinkora Drive
                           Winnipeg, Manitoba
Common stock               Canada R3R 2L6                                         8,168,620         25.1%

                           David Worrall (5)
                           58 Amalia Crescent
                           R.R. # 5
                           Belwood, Ontario
Common stock               Canada N0B 1J0                                         3,381,633         10.4%
</TABLE>

(1)   Based on 32,560,897 shares issued and outstanding at October 21, 2005.
      Applicable percentage of ownership is based on 32,560,897 shares of common
      stock outstanding as of October 21, 2005 for each stockholder. Beneficial
      ownership is determined in accordance within the rules of the Commission
      and generally includes voting of investment power with respect to
      securities. Shares of common stock subject to securities exercisable or
      convertible into shares of common stock that are currently exercisable or
      exercisable within 60 days of October 21, 2005 are deemed to be
      beneficially owned by the person holding such options for the purpose of
      computing the percentage of ownership of such persons, but are not treated
      as outstanding for the purpose of computing the percentage ownership of
      any other person.

(2)   Guy Fietz is the Protector of SunTzu Trust and has voting authority over
      the stock held by the Trust. Consequently, the 7,328,701 shares owned by
      the Trust are also included in the number of shares owned by Guy Fietz.

(3)   Trans Research International Trust holds 1,405,354 shares in beneficial
      trust for the Merlexis Trust and consequently Merlexis Trust also includes
      the additional 1,405,354 shares.

(4)   Blair McInnes is the Protector of Trans Research International Trust and
      has voting authority over the stock held by the Trust. Consequently, the
      8,168,620 shares owned by the Trust are also included in the number of
      shares owned by Blair McInnes.

(5)   David Worrall is the Protector of Merlexis Trust and has voting authority
      over the stock held by the Trust. Consequently, the 3,381,633 shares owned
      by the Trust are also included in the number of shares owned by David
      Worrall.


                                       19
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Wayside Solutions, Inc., a Corporation affiliated with the Company, provided
financing services to the Company. Amounts due to Wayside Solutions Inc., bear
interest at 10% per annum and are due on demand. A general security agreement
against all current and future assets of the Company has been provided by TGBSI
to Wayside Solutions Inc. as collateral. Accrued interest relating to these
services is included in interest and finance charges, aggregating $61,485 in the
current period (2004 - $66,766).

Amounts due to Guy Fietz, CEO, President and a shareholder of the Company, bear
interest at 10% per annum, are unsecured and due on demand. Included in interest
and finance charges is accrued interest of $35,335 (2004 - $34,119).

Amounts due to shareholders bear interest at rates varying from 0%-10% per
annum, are unsecured and due on demand. Payments in 2005 totaled $105,158,
including interest of $11,206 (2004 - $12,000, principal only). During the
current year 126,300 shares were issued to pay down amounts owing to
shareholders of $39,153 including interest of $4,353. A similar transaction did
not occur in the prior year.

These transactions are in the normal course of operations and are measured at
the exchange amount of consideration established and agreed to by the related
parties.


                                       20
<PAGE>

                                     PART IV

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

(A) DOCUMENTS FILED AS PART OF THIS REPORT:

See Index to Consolidated Financial Statements attached, which are filed as part
of this report.

(B) REPORTS ON FORM 8-K:

On August 2, 2002, BSD Software filed a Form 8-K disclosing a change of control
pursuant to which Jeff Spanier acquired control of BSD Software.

On October 25, 2002, BSD Software filed a Form 8-K disclosing the signing of the
Share Exchange Agreement with Triton Global Business.

On November 6, 2002, BSD Software filed a Form 8-K disclosing a change of
control pursuant to which the former shareholders of Triton Global Business
obtained control of BSD Software.

On May 21, 2003, BSD Software filed a Form 8-K disclosing the dismissal of its
prior independent certified public accountant and the engagement of KPMG LLP.
The Form 8-K also disclosed that BSD Software changed its fiscal year end to
July 31.

On May 30, 2003, BSD Software filed a Form 8-K attaching the audited financial
statements of Triton Global Communications, Inc. for the years ended July 31,
2002 and 2001; the audited financial statements of Triton Global Business
Services, Inc. for the period ended July 31, 2002 and unaudited pro-forma
consolidated financial statements of BSD Software, Inc. consisting of a balance
sheet as of October 31, 2002 and statements of operations for the three months
ended October 31, 2002 and for the year ended July 31, 2002.

On March 18, 2005 BSD Software filed a Form 8-K disclosing the dismissal of KPMG
LLP and the appointment of Stonefield Josephson, Inc. as the Company's principal
accountant.

(C) EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT NO.       DESCRIPTION                                            LOCATION
---------------   -----------------------------------------------------  --------------------------------------------
<S>               <C>                                                    <C>
2.1               Stock Exchange Agreement dated as of October 23,       Incorporated by reference to Exhibit 2.1 of
                  2002 among BSD Software, Triton Global Business        Form 8-K filed with the SEC on November 6,
                  Services and certain  former stockholders of Triton    2002
                  Global Business Services

2.2               Letter Agreement dated as of Incorporated by           Exhibit 2.2 of Form 8-K filed with the SEC on
                  reference to November 4, 2002, among BSD Software,     November 6, 2002
                  Triton Global Business Services and certain former
                  stockholders of Triton

3.1               Articles of Incorporation                              Incorporated by reference to Exhibit 3.1 of
                                                                         Form 10-QSB filed with the SEC on August 18,
                                                                         1999

3.2               Bylaws                                                 Incorporated by reference to Exhibit 3.2 of
                                                                         Form 10-QSB filed with the SEC on August 18,
                                                                         1999

10.1              Agreement and plan of merger by and among              Provided herewith
                  Neomedia Technologies, Inc., NeoMedia Telecom
                  Services, Inc., and BSD Software Inc.

14                Code Of Business Conduct And Ethics                    Provided herewith

23.1              Consent of Stonefield Josephson, Inc.                  Provided herewith

31.1              Officer's Certificate pursuant to Section 302          Provided herewith

31.2              Officer's Certificate pursuant to Section 302          Provided herewith

32.1              Certification pursuant to 18 USC Section 1350 as       Provided herewith
                  adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act
</TABLE>


                                       21
<PAGE>

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed by Stonefield Josephson, Inc., for the audit of the
Company's annual consolidated financial statements and reviews of quarterly
financial statements for the year ended July 31, 2005 were $81,000 and the
aggregate fees billed by our former accountants KPMG, LLP for the years ended
July 31, 2005 and July 31, 2004 were $20,000 and 34,000, respectively.

Audit-related Fees

The aggregate fees billed by Stonefield Josephson, Inc., or our former
accountants KPMG, LLP, for assurance and related services for the years ended
July 31, 2005 and 2004 were $0 and $0, respectively.

Tax Fees

The aggregate paid by the Company for the years ended July 31, 2005 and 2004,
were $0 and $0, respectively.

All Other Fees

The aggregate fees billed by KPMG, LLP, for other products and services during
the years ended July 31, 2005 and 2004 were $14,000 and $0, respectively. There
were no fees billed by Stonefield Josephson, Inc for other fees in the current
period or in the prior period


                                       22
<PAGE>

                      Consolidated Financial Statements of

                               BSD SOFTWARE, INC.
                       Years ended July 31, 2005 and 2004


                                      F-1
<PAGE>

Report of Independent Registered Public Accounting Firm

To the Board of Directors of BSD Software, Inc and Subsidiaries

We have audited the accompanying consolidated balance sheet of BSD Software,
Inc. (the "Company") as of July 31, 2005, and the related consolidated
statements of operations and comprehensive loss, cash flows, and shareholders'
deficit for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.

In our opinion, the 2005 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of July 31, 2005, and the results of its operations and its cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has experienced operating losses
and has a working capital deficiency that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

CERTIFIED PUBLIC ACCOUNTANT
Irvine, California
September 28, 2005


                                      F-2
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM


To the Board of Directors of BSD Software, Inc.

We have audited the accompanying statements of operations and comprehensive
loss, shareholders' deficit and cash flows of BSD Software, Inc. (the "Company")
for the year ended July 31, 2004. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects the results of the Company's operations and its
cash flows for the year ended July 31, 2004 in conformity with U.S. generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has experienced operating losses
and has a working capital deficiency that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


/s/ KPMG LLP

Chartered Accountants


Regina, Canada
September 24, 2004


                                      F-3
<PAGE>

BSD SOFTWARE, INC.
Consolidated Balance Sheet

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
(U.S. dollars)                                                        July 31, 2005
-----------------------------------------------------------------------------------
<S>                                                                     <C>
Assets

Current assets:
     Cash                                                               $    23,184
     Accounts receivable                                                  1,582,891
     Prepaid expenses                                                        12,452
-----------------------------------------------------------------------------------
                                                                          1,618,527

Property and equipment                                                       87,392
-----------------------------------------------------------------------------------
                                                                        $ 1,705,919
-----------------------------------------------------------------------------------

Liabilities and Stockholders' Deficiency
Current liabilities:
     Accounts payable and accrued liabilities                           $ 3,187,028
     Shareholder loans                                                      243,256
     Due to Officer                                                         463,973
     Due to Wayside Solutions Inc.                                          827,041
     Notes payable                                                          102,445
-----------------------------------------------------------------------------------
                                                                          4,823,743
Stockholders' deficiency:
     Share capital:
     Authorized:
     Preferred stock 5,000,000 shares at $.001 par value Common stock
     50,000,000 shares at $.001 par value Issued and outstanding:
     32,560,897 common shares (July 31, 2004 - 31,684,597)                   32,561
     Additional paid-in capital                                           3,762,704
     Accumulated Deficit                                                 (5,704,542)
     Accumulated other comprehensive loss                                (1,208,547)
-----------------------------------------------------------------------------------
                                                                         (3,117,824)

Commitments and contingencies
-----------------------------------------------------------------------------------
                                                                        $ 1,705,919
-----------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-4
<PAGE>

BSD SOFTWARE, INC.
Consolidated Statements of Operations and Comprehensive Loss

<TABLE>
<CAPTION>
                                                     Years Ended July 31,
-----------------------------------------------------------------------------
(U.S. dollars)                                         2005            2004
-----------------------------------------------------------------------------
<S>                                            <C>             <C>
Revenue                                        $  7,350,409    $  6,091,101

Cost of revenues                                  5,855,723       4,618,371
-----------------------------------------------------------------------------

                                                  1,494,686       1,472,730

Operating expenses:
     Administration                                 140,209         182,938
     Professional fees                              186,736         334,946
     Rent                                            57,244          90,396
     Payroll                                        603,260         537,391
     Depreciation and amortization                   73,187          77,093
-----------------------------------------------------------------------------
                                                  1,060,636       1,222,764
-----------------------------------------------------------------------------

Income from operations                              434,050         249,966

Other income (expenses)
     Interest expense                              (153,533)       (253,328)
     Loss on sales of assets                         (9,167)         (3,179)
     Gain on sale of contracts                           --          51,090
-----------------------------------------------------------------------------
     Total other income (expense)                  (162,700)       (205,417)

Income before provision for taxes                   271,350          44,549
     Income taxes                                        --              --
-----------------------------------------------------------------------------
Net Income                                          271,350          44,549
Other comprehensive loss
     Foreign currency translation adjustment       (528,693)       (331,583)
-----------------------------------------------------------------------------
Comprehensive loss                                 (257,343)       (287,034)
-----------------------------------------------------------------------------
Basic and diluted earnings per share           $       0.01    $       0.00
-----------------------------------------------------------------------------
Weighted average shares outstanding, basic       31,780,707      30,494,009
-----------------------------------------------------------------------------
Weighted average shares outstanding, diluted     31,921,884      31,494,009
-----------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-5
<PAGE>

BSD SOFTWARE, INC.
Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                             Years Ended July 31,
---------------------------------------------------------------------------------------------------
(U.S. dollars)                                                                  2005         2004
---------------------------------------------------------------------------------------------------
<S>                                                                        <C>          <C>
  Cash flows from (used in):
  Operations:
  Net income                                                               $ 271,350    $  44,549
  Items not involving cash:
       Adjustments to reconcile net income to cash provided by (used in)
operating activities:
       Non-cash financing costs                                                   --       98,550
       Shares issued to non-executive employees                               30,000           --
       Loss on sale of assets                                                  9,167        3,179
       Depreciation and amortization                                          73,187       77,093
  Change in non-cash operating working capital:
       Accounts receivable                                                  (747,954)    (350,352)
       Income taxes recoverable                                                   --       33,048
       Prepaid expenses                                                        9,013        2,053
       Accounts payable and accrued liabilities                              464,584      225,666
---------------------------------------------------------------------------------------------------
                                                                             109,347      133,786
  Investing:
       Proceeds on sale of property and equipment                             16,677       35,188
       Purchase of property and equipment                                         --       (2,259)
---------------------------------------------------------------------------------------------------
                                                                              16,677       32,929
  Financing:
       Repayment of shareholder loans                                        (93,952)     (38,395)
       Repayment of notes payable                                            (69,027)     (10,599)
       Repayment of due to Wayside Solutions Inc.                            (68,806)     (63,706)
---------------------------------------------------------------------------------------------------
                                                                            (231,785)    (112,700)
---------------------------------------------------------------------------------------------------
  Net decrease in cash and cash equivalents                                 (105,761)      54,015

  Cash, beginning of period                                                  128,945       74,930
---------------------------------------------------------------------------------------------------
  Cash, end of period                                                      $  23,184    $ 128,945
---------------------------------------------------------------------------------------------------
  Supplemental Cash Flow Information
       Interest Paid                                                       $  11,527    $     723
       Taxes Paid                                                          $      --    $      --
       Non-cash investing and financing activities:
            Reduction of accounts payable and accrued liabilities
            in lieu of stock issuance                                      $   4,348    $      --
            Reduction of shareholder loans in lieu of stock issuance       $  39,153    $      --
            Shares issued to employees                                     $  30,000    $      --
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-6
<PAGE>

BSD SOFTWARE, INC.
Consolidated Statements of Shareholders' Deficit

<TABLE>
<CAPTION>
                                              Common Stock                            Accumulated
                                                                      Additional        Other
                                                                       Paid-in       Comprehensive     Accumulated
                                         Shares           Amount       Capital            Loss          Deficit            Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>           <C>             <C>            <C>                 <C>
Balance July 31, 2003                     30,710,427    $    30,710    $ 2,213,161     $   (349,020)    $(6,020,441)    $(4,125,590)

Shares issued of subsidiary company                                    $ 1,113,540                                      $ 1,113,540
Stock issued re: extension of
  financing agreements                       252,170    $       253    $   100,616                                      $   100,869
Stock issued for employee salary              30,000    $        30    $     9,527                                      $     9,557
Stock issued for professional
  services rendered                           35,000    $        35    $    13,965                                      $    14,000
Stock issued re: Accomodation
  Agreements                                 657,000    $       657    $    97,893                                      $    98,550
Foreign Currency adjustment for
  share capital of subsidiary                                          $  (115,577)                                     $  (115,577)
Comprehensive loss - foreign currency
  translation adjustment                                                               $   (331,583)                    $  (331,583)
Net Income                                                                             $        --      $    44,549     $    44,549
------------------------------------------------------------------------------------------------------------------------------------
Balance July 31, 2004                     31,684,597    $    31,685    $ 3,433,125     $   (680,603)    $(5,975,892)    $(3,191,685)

Stock issued to pay debt                     126,300    $       126    $    39,027                                      $    39,153
Restricted stock issued to employees         750,000    $       750    $    29,250                                      $    30,000
Foreign Currency adjustment for
  share capital of subsidiary                                          $   261,302                                      $   261,302
Comprehensive loss - foreign
  currency translation adjustment                                                      $   (527,944)                    $  (527,944)
Net Income                                                                                              $   271,350     $   271,350
------------------------------------------------------------------------------------------------------------------------------------
Balance July 31, 2005                     32,560,897    $    32,561    $ 3,762,704     $ (1,208,547)    $(5,704,542)    $(3,117,824)
====================================================================================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      F-7
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004

1.      Nature of business:

        BSD Software, Inc. (the "Company") operates as a holding company of
        Triton Global Communications Inc. ("TGCI"), which is a provider of
        billings, clearing house and information management services to the
        tele-communications industry.

        The accompanying consolidated financial statements have been prepared in
        accordance with accounting principles generally accepted in the United
        States of America for financial information. The preparation of
        financial statements in accordance with United States generally accepted
        accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities
        and the disclosure of contingent assets and liabilities at the date of
        the financial statements and revenues and expenses during the reporting
        period. Actual results could differ from those estimates.

        On December 21, 2004, NeoMedia Technologies, Inc. (NeoMedia) and the
        Company signed a definitive Agreement and Plan of Merger. Upon the
        closing of the merger transaction discussed therein, the Company's
        shareholders will receive, for each share of the Company's stock owned,
        NeoMedia common stock equivalent to $0.07 divided by the volume-weighted
        average price of NeoMedia common stock for the five trading days
        immediately prior to the effective time of the merger. The agreement has
        been approved by holders of approximately 63% of the Company's
        outstanding shares and its Board. Closing is subject to the terms and
        conditions outlined in the merger agreement, as well as regulatory
        approval of the merger and registration/information statement by the
        United States Securities and Exchange Commission. Prior to closing, the
        merger can be terminated by the Company if more than 5% of the Company's
        outstanding shares dissent to the merger. The merger can be terminated
        prior to closing by NeoMedia if, at the time of closing, the Company
        has: (i) less than $850,000 in assets, (ii) more than $5,000,000 in
        liabilities, or (iii) more than 38,000,000 shares of common stock
        outstanding. Either party can terminate the merger if the merger has not
        closed by December 31, 2005, which date may be extended by mutual
        consent of NeoMedia and the Company. There is no assurance that the
        merger will be completed.

2.      Going concern:

        These financial statements have been prepared on a going concern basis
        in accordance with United States generally accepted accounting
        principles. The going concern basis of presentation assumes that the
        Company will continue in operation for the foreseeable future and be
        able to realize its assets and discharge its liabilities and commitments
        in the normal course of business. The Company has reported net income of
        $271,350 and $44,549 for the years ended July 31, 2005 and 2004
        respectively and has an accumulated deficit of $5,704,542 as of July 31,
        2005. As of July 31, 2005 the Company had a working capital deficit of
        $3,205,216.

        The Company's ability to continue as a going concern is dependent upon
        management's ability to raise additional financing and continue
        profitable operations. During the year ended July 31, 2005, management
        continued to take actions to reduce operating losses and is in the
        process of securing additional financing. There is no assurance that
        additional financing will be obtained.


                                      F-8
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004

2.      Going concern (continued):

        The ability of the Company to continue as a going concern and to realize
        the carrying value of its assets and discharge its liabilities when due
        is dependent on the successful completion of the actions taken or
        planned, some of which are described above, which management believes
        will mitigate the adverse conditions and events which raise doubt about
        the validity of the "going concern" assumption used in preparing these
        financial statements. There is no certainty that these and other
        strategies will be sufficient to permit the Company to continue to meet
        its obligations in the normal course of business.

        The financial statements do not reflect adjustments that would be
        necessary if the "going concern" assumption were not appropriate. If the
        "going concern" basis was not appropriate for these financial
        statements, adjustments would be necessary to the carrying value of
        assets and liabilities, the reported revenues and expenses, and the
        balance sheet classifications used.

3.      Significant accounting policies:

        (a) Principles of consolidation:

            The consolidated financial statements include the accounts of Triton
            Global Communications Inc. ("TGCI") and Triton Global Business
            Services Inc. ("TGBSI"). TGCI was acquired by TGBSI on October 22,
            2002 and these financial statements reflect the results of
            operations for TGCI from that date forward. TGBSI acquired the
            Company in a reverse takeover transaction effective November 4,
            2002. As a result, the Company changed its year end to July 31,
            2003. These statements reflect the consolidated operations of TGBSI
            from August 1, 2002 forward consolidated with the Company from
            November 4, 2002. All significant inter-company balances and
            transactions have been eliminated upon consolidation.

            Use of Estimates:

            The preparation of consolidated financial statements in conformity
            with accounting principles generally accepted in the United States
            of America requires management to make estimates and assumptions
            that affect the reported amounts of assets and liabilities and
            disclosure of contingent assets and liabilities at the date of the
            financial statements and the reported amount of revenues and
            expenses during the reporting period. Significant estimates made by
            management include, among others, realization of long lived assets,
            accrued liabilities, and valuation allowance for defined income
            taxes. Actual results could differ from those estimates.

            Fair Value of Financial Instruments:

            The Company has adopted SFAS No. 107, "Disclosures About Fair Value
            of Financial Instruments." SFAS No. 107 requires disclosure of fair
            value information about financial instruments when it is practicable
            to estimate that value.

            For certain of the Company's financial instruments including cash,
            accounts receivable, and accounts payable and accrued liabilities,
            the carrying amounts approximate fair value due to their short
            maturities. The amounts shown for notes payable also approximate
            fair value because current interest rates and terms offered to the
            Company for similar debt are substantially the same.


                                      F-9
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004

3.      Significant accounting policies (continued):

        (b) Property and equipment:

            Property and equipment are stated at cost, net of accumulated
            depreciation and amortization. Amortization is provided using the
            straight-line method at the following rates:

<TABLE>
<CAPTION>
            ------------------------------------------------------------------------------------
               Asset                                              Method
            ------------------------------------------------------------------------------------
<S>                                                        <C>                    <C>
            Office furniture and equipment                 Straight line          5 years
            Computer equipment                             Straight line          5 years
            Computer software                              Straight line          3 years
            Leasehold improvements                         Straight line          5 years

            ------------------------------------------------------------------------------------
</TABLE>

            Property and equipment are assessed for potential impairment when
            triggering events occur that indicate the carrying value may not be
            recoverable. If the undiscounted estimated future net cash flows are
            less than the carrying value of the asset, the impairment loss is
            calculated as the amount by which the carrying value of the asset
            exceeds its fair value. Fair value has been calculated as the
            present value of estimated future net cash flows.

        (c) Translation of foreign currency:

            The functional currency of the operations is the Canadian dollar.
            The financial statements are reported in United States dollars and
            are translated to United States dollars at the exchange rates in
            effect at the balance sheet date for assets and liabilities and at
            average rates for the period for revenues and expenses. Resulting
            exchange differences are accumulated as a component of accumulated
            other comprehensive loss.

            Revenue and expense transactions originating in U.S. dollars are
            translated to Canadian dollars at rates in effect at the time of the
            transaction. Foreign exchange gains and losses are included in
            income.

        (d) Revenue recognition:

            We record revenue in accordance with SEC SAB No. 104 "Revenue
            Recognition in Financial Statements." SAB No. 104 requires that
            service sales be recognized when there is persuasive evidence of an
            arrangement which states a fixed and determinable price and terms,
            delivery of the product has occurred in accordance with the terms of
            the sale, and collectibility of the sale is reasonably assured.
            Revenue is recognized at the time that calls are accepted by the
            clearing house for billing to customers.

        (e)  Reclassification:

            Certain reclassifications have been made to the prior year balance
            sheet to conform to the current year presentation.


                                      F-10
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004

3.      Significant accounting policies (continued):

        (f) Stock-based compensation:

            Under the fair value based method, stock-based payments to
            non-employees are measured at the fair value of the consideration
            received, or the fair value of the equity instruments issued, or
            liabilities incurred, whichever is more reliably measurable. The
            fair value of stock-based payments to non-employees is periodically
            re-measured until counterparty performance is complete, and any
            change therein is recognized over the period and in the same manner
            as if the Company had paid cash instead of paying with or using
            equity instruments. The cost of stock-based payments to
            non-employees that are fully vested and non-forfeitable at the grant
            date is measured and recognized at that date. In November of 2004
            the Company issued 126,300 common shares to pay down debt owed to
            shareholders of Triton Global Business Services Inc. In July of 2005
            the Company issued 750,000 common shares to employees. These
            transactions were recorded at their fair value and are included in
            the statements of the company.

                                                July 31, 2005     July 31, 2004

                  Outstanding Stock Options         150,000           750,000
                  Outstanding Warrants            1,000,000         1,000,000

        (g) Earnings (loss) per common share:

            Basic earnings (loss) per common share is calculated by dividing the
            net earnings (loss) by the weighted average number of common shares
            outstanding during the period. Diluted earnings (loss) per common
            share is calculated by dividing the applicable net earnings (loss)
            by the sum of the weighted average number of common shares
            outstanding and all additional common shares that would have been
            outstanding if potentially dilutive common shares had been issued
            during the period. The treasury stock method is used to compute the
            dilutive effect of options, warrants and similar instruments.

        (h) Deferred Income Taxes:

            The company uses the asset and liability method of accounting for
            income taxes. Under the asset and liability method, deferred tax
            assets and liabilities are recognized for the future tax
            consequences attributable to differences between the financial
            statement carrying amounts of existing assets and liabilities and
            their respective tax bases. Deferred tax assets and liabilities are
            measured using enacted tax rates expected to apply to taxable income
            in the years in which those temporary differences are expected to be
            recovered or settled. The effect on deferred tax assets and
            liabilities of a change in tax rates is recognized in income in the
            period that includes the date of enactment. To the extent that
            realization of deferred tax assets is not considered to be "more
            likely than not", a valuation allowance is provided.

        (i) Minority Interest:

            Although the Company currently owns only 90% of TGBSI, operations
            have resulted in cumulative losses to July 31, 2005 and as a result
            the entire amount of these losses have been reflected in these
            financial statements and no minority interest has been calculated.
            Until such time as operations recover the deficiency in minority
            interest of $212,804 the full 100% of operating results will be
            reported with no off-setting minority interest.


                                      F-11
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004


3.      Significant accounting policies (continued):

        (j) New Accounting Pronouncements:

            In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
            amendment of ARB No. 43, Chapter 4". The amendments made by
            Statement 151 clarify that abnormal amounts of idle facility
            expense, freight, handling costs, and wasted materials (spoilage)
            should be recognized as current period charges and require the
            allocation of fixed production overheads to inventory based on the
            normal capacity of the production facilities. The guidance is
            effective for inventory costs incurred during fiscal years beginning
            after June 15, 2005. Earlier application is permitted for inventory
            costs incurred during fiscal years beginning after November 23,
            2004. The Company has evaluated the impact of the adoption of SFAS
            151, and does not believe the impact will be significant to the
            Company's overall results of operations or financial position.

            In December 2004, the FASB issued SFAS No.152, "Accounting for Real
            Estate Time-Sharing Transactions, an amendment of FASB Statements
            No. 66 and 67 (SFAS 152)". The amendments made by Statement 152
            amend FASB Statement No. 66, Accounting for Sales of Real Estate, to
            reference the financial accounting and reporting guidance for real
            estate time-sharing transactions that is provided in AICPA Statement
            of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
            Transactions. This Statement also amends FASB Statement No. 67,
            Accounting for Costs and Initial Rental Operations of Real Estate
            Projects, to state that the guidance for (a) incidental operations
            and (b) costs incurred to sell real estate projects does not apply
            to real estate time-sharing transactions. The accounting for those
            operations and costs is subject to the guidance in SOP 04-2. This
            Statement is effective for financial statements for fiscal years
            beginning after June 15, 2005, with earlier application encouraged.
            The Company has evaluated the impact of the adoption of SFAS 152,
            and does not believe the impact will be significant to the Company's
            overall results of operations or financial position.

            In December 2004, the FASB issued SFAS No.153, "Exchanges of
            Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting
            for Nonmonetary Transactions." The amendments made by Statement 153
            are based on the principle that exchanges of nonmonetary assets
            should be measured based on the fair value of the assets exchanged.
            Further, the amendments eliminate the narrow exception for
            nonmonetary exchanges of similar productive assets and replace it
            with a broader exception for exchanges of nonmonetary assets that do
            not have commercial substance. Previously, Opinion 29 required that
            the accounting for an exchange of a productive asset for a similar
            productive asset or an equivalent interest in the same or similar
            productive asset should be based on the recorded amount of the asset
            relinquished. Opinion 29 provided an exception to its basic
            measurement principle (fair value) for exchanges of similar
            productive assets. The Board believes that exception required that
            some nonmonetary exchanges, although commercially substantive, be
            recorded on a carryover basis. By focusing the exception on
            exchanges that lack commercial substance, the Board believes this
            Statement produces financial reporting that more faithfully
            represents the economics of the transactions. The Statement is
            effective for nonmonetary asset exchanges occurring in fiscal
            periods beginning after June 15, 2005. Earlier application is
            permitted for nonmonetary asset exchanges occurring in fiscal
            periods beginning after the date of issuance. The provisions of this
            Statement shall be applied prospectively. The Company has evaluated
            the impact of the adoption of SFAS 152, and does not believe the
            impact will be significant to the Company's overall results of
            operations or financial position.


                                      F-12
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004


3.      Significant accounting policies (continued):

        (j) New Accounting Pronouncements (continued):

            In December 2004, the FASB issued SFAS No.123 (revised 2004),
            "Share-Based Payment". Statement 123(R) will provide investors and
            other users of financial statements with more complete and neutral
            financial information by requiring that the compensation cost
            relating to share-based payment transactions be recognized in
            financial statements. That cost will be measured based on the fair
            value of the equity or liability instruments issued. Statement
            123(R) covers a wide range of share-based compensation arrangements
            including share options, restricted share plans, performance-based
            awards, share appreciation rights, and employee share purchase
            plans. Statement 123(R) replaces FASB Statement No. 123, Accounting
            for Stock-Based Compensation, and supersedes APB Opinion No. 25,
            Accounting for Stock Issued to Employees. Statement 123, as
            originally issued in 1995, established as preferable a
            fair-value-based method of accounting for share-based payment
            transactions with employees. However, that Statement permitted
            entities the option of continuing to apply the guidance in Opinion
            25, as long as the footnotes to financial statements disclosed what
            net income would have been had the preferable fair-value-based
            method been used. Public entities (other than those filing as small
            business issuers) will be required to apply Statement 123(R) as of
            the first interim or annual reporting period that begins after
            December 15, 2005. The Company has evaluated the impact of the
            adoption of SFAS 123(R), and does not believe the impact will be
            significant to the Company's overall results of operations or
            financial position.

            In March 2005, the SEC released Staff Accounting Bulletin No. 107,
            "Share-Based Payment" ("SAB 107"), which provides interpretive
            guidance related to the interaction between SFAS 123(R) and certain
            SEC rules and regulations. It also provides the SEC staff's views
            regarding valuation of share-based payment arrangements. In April
            2005, the SEC amended the compliance dates for SFAS 123(R), to allow
            companies to implement the standard at the beginning of their next
            fiscal year, instead of the next reporting period beginning after
            June 15, 2005. Management is currently evaluating the impact SAB 107
            will have on our consolidated financial statements.

            In May 2005, the FASB issued FASB Statement No. 154, Accounting
            Changes and Error Corrections. This new standard replaces APB
            Opinion No. 20, Accounting Changes, and FASB Statement No. 3,
            Reporting Accounting Changes in Interim Financial Statements, and
            represents another step in the FASB's goal to converge its standards
            with those issued by the IASB. Among other changes, Statement 154
            requires that a voluntary change in accounting principle be applied
            retrospectively with all prior period financial statements presented
            on the new accounting principle, unless it is impracticable to do
            so. Statement 154 also provides that (1) a change in method of
            depreciating or amortizing a long-lived nonfinancial asset be
            accounted for as a change in estimate (prospectively) that was
            effected by a change in accounting principle, and (2) correction of
            errors in previously issued financial statements should be termed a
            "restatement." The new standard is effective for accounting changes
            and correction of errors made in fiscal years beginning after
            December 15, 2005. Early adoption of this standard is permitted for
            accounting changes and correction of errors made in fiscal years
            beginning after June 1, 2005.

            In March 2005, the FASB issued FASB Interpretation No. 47,
            "Accounting for Conditional Asset Retirement Obligations" ("FIN
            47"). FIN 47 provides guidance relating to the identification of and
            financial reporting for legal obligations to perform an asset
            retirement activity. The Interpretation requires recognition of a
            liability for the fair value of a conditional asset retirement
            obligation when incurred if the liability's fair value can be
            reasonably estimated. FIN 47 also defines when an entity would have
            sufficient information to reasonably estimate the fair value of an
            asset retirement obligation. The provision is effective no later
            than the end of fiscal years ending after December 15, 2005. The
            Company will adopt FIN 47 and does not believe the adoption will
            have a material impact on its consolidated financial position or
            results of operations or cash flows.


                                      F-13
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004


4.      Property and equipment:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                             Accumulated           Net Book
                                                   Cost     Amortization              Value
-------------------------------------------------------------------------------------------
<S>                                            <C>              <C>                <C>
Office furniture and equipment                 $ 68,301         $ 46,780           $ 21,521
Computer equipment                              151,630           95,493             56,137
Computer software                                66,366           62,761              3,605
Leasehold improvements                           17,978           11,849              6,129

-------------------------------------------------------------------------------------------
                                               $304,275         $216,883           $ 87,392
-------------------------------------------------------------------------------------------
</TABLE>

        Estimated depreciation expense over the next 5 years is as follows:

            2006                                           $      49,822
            2007                                                  34,724
            2008                                                   2,846
            2009                                                      --
            2010                                                      --
                                                           -------------
                                                           $      87,392
                                                           =============

5.      Notes payable:

        Notes payable bear interest at rates varying from 0%-5% per annum, are
        unsecured and due on demand. Payments in 2005 totaled $69,290, including
        interest of $321 (2004 - $16,814, including interest of $723).

6.      Income taxes:

        Income tax recovery differs from the amount that would be computed
        by applying the statutory income tax rate of 35% (2004 - 35%) for
        the following reasons:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                     2005                  2004
-----------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                   <C>
        Computed income tax (recovery)                                       $     94,973                15,592

        Non taxable items and other differences                                  (144,426)             (305,289)

        Adjustment to future tax assets for enacted changes in
          tax losses and rates                                                     20,038                20,038

        Change in valuation allowance                                              29,415               269,659
-----------------------------------------------------------------------------------------------------------------
                                                                             $         --          $         --
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-14
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004


6.      Income taxes (continued):

        The tax effects of temporary differences that give rise to deferred tax
        assets and deferred tax liabilities are presented below:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                     2004              2003
-------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>               <C>
        Deferred tax assets:
           Non-capital losses carried forward                                $    785,520      $    788,659

           Property, plant and equipment - difference in net book value
                and undepreciated capital cost                                    155,261           181,537

        Tax value of investment greater than accounting                           450,621           450,621
-------------------------------------------------------------------------------------------------------------
                                                                                1,391,402         1,420,817
        Less valuation allowance                                               (1,391,402)       (1,420,817)
-------------------------------------------------------------------------------------------------------------
                                                                                      --                 --
        Deferred tax liabilities                                                      --                 --
-------------------------------------------------------------------------------------------------------------
        Net deferred tax assets                                              $        --       $         --
-------------------------------------------------------------------------------------------------------------
</TABLE>

        The Corporation had approximately $2,337,856 of non-capital losses
        available at July 31, 2005 to reduce taxable income of future years.
        These losses expire in periods from 2006 through 2020.

7.      Commitments and contingencies:

        Operating Leases

        The Company leases its business premises and certain office equipment
        under operating leases under non-cancelable operating lease agreements
        expiring through 2009. Total lease payments during the current period
        totaled $59,028 (2004 - $91,950), net of sublease revenue of
        $152,157(2004 - 81,977). Future lease payments will aggregate $226,406
        as follows:

            2006                                64,155
            2007                                60,111
            2008                                59,933
            2009                                42,207
            2010                                    --
                                              --------
                                              $226,406
                                              ========

        In addition, the Company leases premises with future lease payments of
        approximately: 2006 - $153,417; 2007 - $130,041; 2008 - $121,051 which
        are subleased for corresponding amounts over corresponding lease terms.


                                      F-15
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004


7.      Commitments and contingencies (continued):

        Payment Commitments

        The company has made certain commitments to pay down some of its current
        liabilities. All of the items are shown as current even though these
        commitments extend over a one year period as the Company would be
        subject to immediate repayment terms if the commitments are not kept.

                  Accounts Payable  Notes Payable   Shareholder Loans    Total

            2006          $201,380       $ 68,500       $105,397       $375,277
            2007           163,754         34,484         36,909        235,147
            2008                --             --          4,849          4,849
            2009                --             --             --
                          --------       --------       --------       --------
                          $365,134       $102,984       $147,155       $615,273
                          ========       ========       ========       ========

        Litigation

        In the normal course of operations the Company is subject to claims and
        lawsuits. The Company is currently involved in various claims and
        litigation, which they are defending. The Company or its subsidiaries
        are aware of the following legal proceedings:

        In December 2002, TGCI sued CanTalk for breach of contract. The action
        was brought before the Court of Queen's Bench, Winnipeg, Canada. The
        case is styled "Triton Global Communications v. CanTalk." The action
        alleges that CanTalk failed to perform under an outsource agreement
        pursuant to which CanTalk was to provide support for Triton's entry into
        the international operator service market. In response to the suit,
        CanTalk filed a counterclaim against TGCI for $10,000 alleging breach of
        contract. TGCI believes that CanTalk's counterclaim is without merit and
        it intends to defend the counterclaim.

        On May 2, 2005, four shareholders of BSD Software, Inc. filed a
        complaint against BSD and NeoMedia, claiming that the purchase price as
        outlined in the purchase agreement between NeoMedia and BSD is too low.
        The plaintiffs are seeking unspecified damages and injunctive relief
        against the merger. BSD is currently reviewing the case with its
        attorneys. BSD believes that the action is without merit and intends to
        defend the claim.

8.      Stock Options and Warrants:

        On May 14, 2003 the Company entered into an agreement to issue warrants
        for 1,000,000 common shares, at an exercise price of $0.25 to a
        corporation as consideration for consulting services. These warrants
        were issued on August 20, 2003. Management's best estimate of the fair
        value of the shares at the time of the Agreement was approximately
        $0.40, as a result a charge for $150,000 was recorded as professional
        fees expense for the year ended July 31, 2003. These warrants were
        excluded from the Diluted Weighted Average Shares Outstanding for the
        year ended July 31, 2005, since the strike price exceeds the average
        annual market price.

        On August 2, 2003 the Board of Directors granted stock options to
        purchase 150,000 shares at a strike price of $0.01 per share to a
        non-employee for services performed that are to expire on August 2,
        2005. Subsequent to year end the options have expired.


                                      F-16
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements
(U. S. Dollars)
Periods ended July 31, 2005 and July 31, 2004


8.      Stock Options and Warrants (continued):

        On August 2, 2003 the Board of Directors granted stock options to
        purchase 450,000 shares at a strike price of $0.01 per share to key
        employees. On December 19, 2003 the Board of Directors approved stock
        options to purchase 150,000 shares at a strike price of $0.01 per share
        to a key employee. At the present time the Company had not adopted a
        Stock Option Plan, thus no granted stock options could be exercised. As
        a result of this, the Company did not recognize the compensation cost in
        accordance with Accounting Principles Board ("APB") Opinion No. 25.
        "Accounting for Stock Issued to Employees" as the Company did not have a
        qualified plan.

        In July of 2005, the Company's Board of Directors adopted and approved a
        Stock Bonus Plan, which included the issuance of 750,000 restricted
        shares to key employees of the Company at a price of $0.04 per share.
        The Stock Bonus Plan included a provision that replaced the options
        granted to key employees in August and December 2003 aforementioned.

9.      Related party transactions:

        Wayside Solutions, Inc., a Corporation affiliated with the Company,
        provided financing services to the Company. Amounts due to Wayside
        Solutions Inc., bear interest at 10% per annum and are due on demand. A
        general security agreement against all current and future assets of the
        Company has been provided by TGBSI to Wayside Solutions Inc. as
        collateral. Accrued interest relating to these services is included in
        interest and finance charges, aggregating $61,485 in the current period
        (2004 - $66,766).

        Amounts due to Guy Fietz, CEO, President and a shareholder of the
        Company, bear interest at 10% per annum, are unsecured and due on
        demand. Included in interest and finance charges is accrued interest of
        $35,335 (2004 - $34,119).

        Amounts due to shareholders bear interest at rates varying from 0%-10%
        per annum, are unsecured and due on demand. Payments in 2005 totaled
        $105,158, including interest of $11,206 (2004 - $12,000, principal
        only). During the current year 126,300 shares were issued to pay down
        amounts owing to shareholders of $39,153 including interest of $4,353. A
        similar transaction did not occur in the prior year.

        These transactions are in the normal course of operations and are
        measured at the exchange amount of consideration established and agreed
        to by the related parties.

10.     Concentration of Risk:

        Accounts receivable with three customers represent approximately 90%
        (2004 - 2 customers represented 73%) of the balance of accounts
        receivable as at July 31, 2005. It is the opinion of management that
        these accounts do not represent a significant credit risk.

        A majority (47%) (2004 - 57%) of the Company's purchases are from three
        (2004 - three) specific vendors. The Company has significant sales and
        purchases denominated in U.S. currency, and is therefore exposed to
        financial risk resulting from fluctuations in exchange rates and the
        degree of volatility of these rates.


                                      F-17
<PAGE>

SIGNATURES

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

                             BSD SOFTWARE SOLUTIONS

November 14, 2005            By: /S/ GUY FIETZ
                                 --------------------------------------
                             Guy Fietz, President and Director

                             By: /S/ GORDON ELLISON
                                 --------------------------------------
                             Gordon Ellison, Chief Financial Officer