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, 2004             0-27075

<TABLE>
<CAPTION>
<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>

<PAGE>

         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: $6,091,101

Based on the closing sale price on October 13, 2004 ($.29), the aggregate market
value of the voting common stock held by non-affiliates of BSD Software is
$1,470,505. 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 13, 2004 BSD Software had 31,684,597 shares of common stock
outstanding.

                  FORM 10-KSB FOR THE YEAR ENDED JULY 31, 2004
                                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..................6
PART II........................................................................7
  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............7
  ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........10
  ITEM 7. FINANCIAL STATEMENTS................................................14
  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE...........................................14
  ITEM 8A. CONTROLS AND PROCEDURES............................................15
PART III......................................................................16
  ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................16
  ITEM 10. EXECUTIVE COMPENSATION.............................................17
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS........................18
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................19
PART IV.......................................................................20
  ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.............20
  ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................21
EXHIBIT 14: ..................................................................23
EXHIBIT 31.1..................................................................26
EXHIBIT 31.2..................................................................27
EXHIBIT 32.1..................................................................28
FINANCIAL STATEMENTS....................................................F-1-F-16


<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. The details of the
acquisition are contained in Note 4 to the Financial Statements attached.

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


                                       1
<PAGE>

or proposed regulations that would affect the Company's operations. The Company
has two major customers that account for 73% of our accounts receivable at July
31, 2004, and it is the opinion of management that these accounts do not
represent a significant risk to the company.

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. With the additional capability for
electronic bill presentment and payment, Triton is well positioned for the
future.

RECENT DEVELOPMENTS

AUDIO TEXT

On September 23rd, 2003, the Company announced that its' majority owned
subsidiary TGBSI has signed an exclusive contract to provide new customer
activation and billing services for a leading global provider of audio-text
services and has 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 and subsequently announced that expected
revenues would increase from $100,000/month to $200,000/month. Under the terms
of the agreement TGBSI will provide 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
will now be 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
will provide International Termination, Billing and Clearing (B&C), Customer
Service and Direct Billing. Initial Call Record volume is anticipated to reach
300,000 calls per month by year end.

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

900

On February 23, 2004, the Company announced it has secured the ability to
provide 900 Services to North America. On August 4th, 2004 the Company announced
that TGBSI signed a new $3,000,000 yearly contract with a leading provider of
International audio-text services to provision National 900 Services in Canada.
As well as provisioning the National 900 network, TGBSI will also provide 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. The aggregate value of this
contract is in excess of $800,000 per year.

The company continues to streamline its offerings to remain competitive in the
industry.

PRODUCTS & SERVICES

Triton has sophisticated proprietary software and hardware services that are
capable of processing call records for telecommunications companies worldwide.


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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.

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


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multiple call center sites can be managed as a single entity capable of
distributing calls to any agent in any site or location.

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 multi-billion dollar 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


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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.

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 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:

There are a number of companies who provide this type of service within the
United States, but very few are able to provide the same integration of billing
capabilities and web-based services that will be provided by Triton.

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 center's. 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.


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- 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. Triton intends to defend the claim and to file a counterclaim
against PBJ Holdings Inc. and its principals.

In addition to the foregoing, BSD Software or its subsidiaries have been
threatened with the following legal actions:

In June 2003, Stronghold Associates Ltd. threatened legal action regarding the
proposed cancellation of 300,000 shares provided to Stronghold as compensation
for investor relations services. The Company had cancelled its contract with
Stronghold for non-performance and demanded return of the stock. Stronghold has
refused to return the stock and the Company will be instituting legal
proceedings to recover the stock.

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.


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                                     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 31,684,597
common shares outstanding at July 31, 2004.

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, 2001                 $ 4.75              $ 0.25
Quarter ending January 31, 2002                 $ 7.25              $ 4.75
Quarter ending April 30, 2002                   $ 8.15              $ 5.25
Quarter ending July 31, 2002                    $ 8.52              $ 6.25
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


HOLDERS

At July 31, 2004 there were approximately 52 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.



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       SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

<TABLE>
<CAPTION>
                                        EQUITY COMPENSATION PLAN INFORMATION
                                                                                               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                 1,750,000                     $ 0.15                  16,565,403
</TABLE>

Stock options to purchase  600,000  shares at a strike price of $0.01 per share,
expiring  August 2, 2005 were  approved by the Board of  Directors  on August 2,
2003.  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  with no expiry
date.  As of September  24, 2004 these  options had not been  issued.  All stock
options have been issued to non-employees.

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>
06Dec00       Common         6,750,000 shares       Marc Baker (1)           Pursuant to Acquisition of Control, at par value

                                                                             For services as officer and director provided to
03Dec01       Common           1,000 shares         Marc Baker               the Company

                                                                             For services to be provided as President
12Jul02       Common         4,000,000 shares       Jeffrey Spanier (2)      of the Company

                                                                             Issued in connection with the Share Exchange
31Oct02       Common        27,959,651 shares       Various (3)              transaction with Triton Global Business Services Inc.

                                                                             Issued in connection with the Share Exchange
04Nov02       Common          270,000 shares        Various (3)              transaction with Triton Global Business Services Inc.

                                                    Stronghold Associates    Issued in connection with a contract for
21Nov02       Common          300,000 shares        Ltd. (4)                 investor relation services.

                                                    Mercatus & Partners      Issued at par value as security for loans
19Dec02       Common         5,235,602 shares       Ltd. (5)                 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       (6)                      to be advanced to the Company

                                                                             Issued at par value as compensation for the
11Feb03       Common          200,000 shares        Robert Libauer (6)       arrangement of loans to be advanced to the Company

                                                                             Issued at par value as compensation for the
11Feb03       Common          200,000 shares        XXR Consulting (6)       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
</TABLE>


                                       8
<PAGE>

<TABLE>
<CAPTION>
 DATE         TITLE      AMOUNT OF SECURITIES SOLD       PERSONS                  CASH OR NON CASH CONSIDERATION
 ----         -----      -------------------------       -------                  ------------------------------
<S>           <C>           <C>                     <C>                      <C>
                                                                             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 (7)           loans advanced to the company, legal fees and payroll

                                                                             Issued at par value as compensation for allowing the
05Nov03       Common       657,000 shares              Various (8)           Company to use their free trading shares as security
</TABLE>

(1)      The restricted shares issued to Mr. Baker were issued at par value,
         based upon Section 4 (2) under the Act. Since the Company's shares were
         de-listed, there were periodic quotes entered on the "pink sheets", but
         no liquidity was applicable to the shares and there was no independent
         basis to price the shares. These shares were subsequently cancelled on
         July 12, 2002 when Mr. Baker ceased to be the Company's President.

(2)      The restricted shares issued to Mr. Spanier were issued at an ascribed
         value of $40,000, for Mr. Spanier's services to be rendered as
         President. These shares were subsequently cancelled on November 5, 2002
         when Mr. Spanier ceased to be the Company's President.

(3)      In connection with the Share Exchange transaction referenced in Note 4
         to the financial statements, 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

(4)      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.

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

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

(7)      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

(8)      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


                                       9
<PAGE>

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.

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 will seek 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


                                       10
<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, 2004 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 $239,939, the full 100% of operating results
will be reported with no off-setting minority interest.

RESULTS OF OPERATIONS FOR THE YEAR ENDED JULY 31, 2004 AS COMPARED TO THE PERIOD
ENDED JULY 31, 2003

REVENUE

The  Company  had  revenue of  $6,091,101  for year the ended  July 31,  2004 as
compared with  $2,910,883  for the period ended July 31, 2003.  This increase is
primarily  attributable  to increased  marketing  activities and new business in
call records.  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.  The increase in revenue is due to  recording  revenue for a full
year as opposed to nine months for the comparative period as well as an increase
in the volume of records processed.

COST OF GOODS SOLD

We had cost of goods sold of $4,618,371, or 75.8% of revenue, for the year ended
July 31, 2004 compared to $2,532,475 or 87% of revenue for the year ended July
31, 2003. In the year ended July 31, 2004, we had a gross margin of $1,472,730,
or 24.2% of revenue, compared to a gross margin of $378,408, or 13.0% of
revenue, for the year ended July 31, 2003. The improvement in the Company's
gross margin is primarily attributable to a change in product mix, as the
Company began focusing on its higher margin call records business as opposed to
the hospitality business. Cost of goods sold, for the year ended July 31, 2004,
consists of settlement fees to customers, carrier line charges and clearing
costs levied by the LEC's.

EXPENSES

For the year ended July 31, 2004, we had total  expenses of $1,476,092  compared
to total expenses of $1,793,465 before write downs for the period ended July 31,
2003.  This  difference  was primarily  attributable  to reduced  administrative
costs, reduced interest and finance charges,  reduced payroll costs, and reduced
legal fees. Total expenses are comprised of the following items:

                                                            YEAR
                                                            ENDED
                                                           JULY 31,
                         DESCRIPTION                        2004
         -------------------------------------------   ---------------
         Administration                                $       182,938
         Interest and finance charges                          253,328
         Professional Fees                                     334,946
         Rent                                                   90,396
         Payroll                                               537,391
         Amortization                                           77,093
         -------------------------------------------   ---------------
         TOTAL                                         $     1,476,092
                                                       ===============

Administration expenses decreased by $132,117 from $315,055 for the year ended
July 31, 2003. The decrease resulted primarily from reduced travel ($60,737),
and reduced repair costs ($51,642). 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.

REDUCTION IN CARRYING VALUE OF GOODWILL

We recorded  $2,611,679 of goodwill in connection with the acquisition of Triton
in October 2002.  Goodwill  represents the amount by which the purchase price of
Triton  exceeds the net tangible  book value of the net  identifiable  assets of
Triton at the date of acquisition. During the year ended July 31, 2003, we wrote
off  and  charged  to  operations  the  entire  amount  of  goodwill  due to the
impairment  associated  with losses  experienced  through our  activities in the
international   operator   services  market  and  the  current  working  capital
deficiency,  which losses and deficiency had not been anticipated at the date of
acquisition.

                                       11
<PAGE>

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

Due to Triton's exit from the International Operator Services market the Company
wrote off  unrecoverable  costs of $992,399 for the year ended July 31, 2003 for
the software  and hardware  related to the VOIP  platform.  Although  Triton has
identified market opportunities for the application of the platform it currently
does not have a Business Plan  developed  for the  platform's  utilization,  any
contracts in hand or the ability to generate cash flow from its use.

NET PROFIT

The net  profit  of  $44,549  for the year  ended  July 31 2004  represented  an
increase from the July 31, 2003 loss of $4,904,278.  This is due to the increase
in sales while at the same time reducing  expenses and not incurring a write-off
of goodwill nor a write-off  of the  software  and hardware  related to the VOIP
platform.

CRITICAL ACCOUNTING POLICIES

                                  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.
There is significant doubt about the appropriateness of the use of the going
concern assumption because the Company has experienced operating losses and a
significant working capital deficiency during the period.

The Company's ability to continue as a going concern is dependent upon
management's ability to raise additional financing. During the period ended July
31, 2004, 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.

On December 9, 2003, the Company signed a letter of intent (LOI) to merge with
NeoMedia Technologies Inc. Pursuant to the LOI, it is anticipated that each
shareholder of the Company would receive one share of Neomedia's common stock
for each share of the Company's common stock held, up to a total of 40 million
shares. However, the LOI states that the final exchange rate for the shares will
be determined within ten business days of the date of the approval of the
merger. The transaction is subject to the parties entering into definitive
agreements, shareholder approval and other conditions. At the present time there
have been no financial transactions between the companies. There is no assurance
that the merger will be completed.

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 beyond July 31, 2005.

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, then adjustments would
be necessary in the carrying value of assets and liabilities, the reported
revenues and expenses, and the balance sheet classifications used.


                                       12
<PAGE>

                           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 $239,939,  the full 100% of operating results
will be reported in our statement of operations.

                           PROPERTY, PLANT & EQUIPMENT

Property, plant 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, plant 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.

                               REVENUE RECOGNITION

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, 2004, the Company had a cash balance of $128,945 compared to $74,930
at July 31, 2003. Historically, the Company has met its cash needs through a
combination of cash from operations, proceeds from the sale of equity and debt
securities and loans from the former stockholders of TGBSI. The Company had
negative working capital of $3,364,661 which means that the Company's current
liabilities exceeded its current assets by $3,364,661 as of that date. Current
assets are generally assets that can be converted into cash within one year and
can be used to pay current liabilities. Current assets consist of cash and cash
equivalents of $128,945, accounts receivable of $834,937 and prepaid expenses of
$21,465. Current liabilities consisted of accounts payable and accrued
liabilities of $3,002,563; shareholder loans of $635,727; advances from Wayside
Solutions of $666,433; and a notes payable of $45,285.

We anticipate that our additional cash needs over the next 12 months will be for
general  working capital needs of $2,000,000,  consisting  primarily of payroll,
administration  (including the costs of defending the lawsuits  discussed below)
and  other  miscellaneous   expenses,   and  the  satisfaction  of  our  current
liabilities of $4,350,008 as they come due. Of the total current liabilities, we
expect that a portion of the  shareholder  loans will be satisfied by converting
them into equity.  We expect that we will be able to satisfy our cash needs over
the next 12 months from cash  generated by operations  and by negotiating to pay
some of our commitments over time.

Currently the Company has entered into debt for equity negotiations or amortized
payment negotiations 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. On June 9, 2004 the Company was
relisted to the OTCBB and consequently has the ability to execute formal
agreements on the letters of intent mentioned below.

On March 20, 2003, the Company entered into two letters of intent to raise cash
from the sale of securities pursuant to an equity line of credit and convertible
debenture. With respect to the equity line, the investor has agreed to fund the
Company up to $10 million from time to time over 24 months after we have
registered the resale of the common stock to be purchased under the equity line
of credit. Under the equity line, the Company may request advances of $420,000
every 30-days, with a maximum of $140,000 per advance. The purchase price of the
common stock to be issued under the equity will be equal to 95% of the lowest
closing bid price of the Company's common stock during the 5 trading days
preceding an advance notice. The Company has agreed to pay the investor 5% of
each advance, as well as a one-time commitment fee equal to $400,000, payable by
the issuance of common stock at the closing bid price on the date the
transaction is closed.


                                       13
<PAGE>

With respect to the debenture, the investor has agreed to fund the Company
$500,000. The debenture will be convertible into shares of common stock at a
price equal to either (i) an amount equal to 120% of the closing bid price of
the common stock as of the closing date, whichever is higher, or (ii) an amount
equal to 80% of the lowest closing bid price of the common stock for the five
trading days immediately preceding the conversion date. The convertible
debenture accrues interest at a rate of 5% per year and is convertible at the
holder's option and has a term of two years. At the Company's option, the
debenture may be paid in cash at maturity or redeemed at a 20% premium. Both the
equity line and convertible debenture are subject to a number of conditions,
including filing all SEC reports required to be filed prior to closing, entering
into definitive contracts and, with respect to the equity line, registering the
shares of common stock to be issued under the equity line with the Securities
and Exchange Commission.

Net Cash From Operations. Net cash provided from operations was $133,786 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 $225,666,  amortization
of $77,093, non-cash financing costs of $98,550, a reduction of prepaid expenses
in the  amount  of $2,053  and an income  tax  recovery  of 33,048  offset by an
increase in accounts receivable of $350,352.

Net Cash Used in Financing. Net cash used in financing was $112,700 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.

Net Cash From Investing.  Net cash from investing was $32,929 for the year ended
July 31, 2004 resulting  from proceeds on sale of property,  plant and equipment
in the amount of $35,188  offset by the purchase of additional  property,  plant
and equipment for a total of $2,259.

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

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.

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


                                       14
<PAGE>

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.



                                       15
<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
                               Robin Legg              Vice-President, Business
                                                         Development
                               Gordon McLeod           Vice-President, Sales and
                                                         Marketing

GUY FIETZ (39). 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 (52) 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.

ROBIN LEGG (60). Robin has over sixteen years of sales management experience in
the highly competitive telecommunications industry. He has extensive expertise
in team leadership, business development, strategic sales planning, and contract
negotiation. Dedicated to establishing client relationships and loyalty
throughout and beyond the sales cycle, Robin has been instrumental in developing


                                       16
<PAGE>

and implementing strategies for Triton's ongoing customer relationships. Robin
has had a strong career with companies such as Telecom Cost Management Inc.,
CanTalk Canada, BCI Commcor, Nortel Networks and Bell Canada.

GORDON F. MACLEOD (31). Gordon is the former Manager of National Accounts for
Time iCR, an Ottawa based speech recognition application service provider. He
has over 7 years of direct experience within the telecommunications sector.
Gordon has an Honours degree in Business from the University of Guelph and a
proven track record in developing and managing large scale sales opportunities.
Since joining Triton Gordon has identified and mapped Triton's core target
markets and has developed effective sales and marketing strategies.

                              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, Chief Financial Officer and
Vice-Presidents during 2004, 2003, and 2002. No other executive officer of the
Company earned total salary and bonus in excess of $100,000 during 2004, 2003,
and 2002.

<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    2004    144,285  116,362         -                   -               -             -            -
                        2003     95,846     -            -                   -               -             -            -
                        2002     58,333     -         127,333 (1)            -               -             -            -

Gordon Ellison, CFO     2004     24,129     -            -                   -               -             -            -

Les Hammond, former CFO 2004     38,890     -            -                   -               -             -            -
                        2003     17,084     -            -                   -               -             -            -

Robin Legg,
VP-Business Dev.        2004     58,282    3,736        2,512                -               -             -            -
                        2003     46,270     -            -                   -               -             -            -
                        2002     10,278     -            -                   -               -             -            -

Gordon MacLeod, VP-
Sales & Mark            2004     70,900    8,889       11,896                -               -             -            -
                        2003     12,813     -            -                   -               -             -            -
</TABLE>

(1)  These  represent the payment of dividends by Triton  Global  Communications
     Inc. prior to the acquisition by the Company.

         All amounts  were paid through  Triton  Global  Communications  Inc. in
Canadian dollars. The amounts for the current year have been converted at .74721
and previous years have been 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.


                                       17
<PAGE>

Based solely on a review of the copies of such forms furnished to the Company,
or written representations that no Form 5's were required, the Company believes
that during its fiscal year ended July 31, 2004, all Section 16(a) filing
requirements applicable to the officers, directors and ten percent beneficial
owners were met.

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.

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                              16,468,992      52.0%

                  SunTzu Trust
                  ANZ House, P.O. Box 11
Common stock      Rarotonga, Cook Islands                      7,328,701      23.1%

                  Trans Research International Trust (3)
                  ANZ House, P.O. Box 11
Common stock      Rarotonga, Cook Islands                      8,168,620      25.8%

                  Merlexis Trust (3)
                  ANZ House, P.O. Box 11
Common stock      Rarotonga, Cook Islands                      3,381,633      10.7%

                  Blair J. McInnes (4)
                  78 Kinkora Drive
                  Winnipeg, Manitoba
Common stock      Canada R3R 2L6                               8,168,620      25.8%

                  David Worrall (5)
                  58 Amalia Crescent
                  R.R. # 5
                  Belwood, Ontario
Common stock      Canada N0B 1J0                               3,381,633      10.7%

                  Robin Legg
                  16 Valley Ponds Place N.W.
                  Calgary, Alberta
Common stock      Canada T3B 5T5                                  35,000       0.1%
</TABLE>

(1)      Based on 31,684,597 shares issued and outstanding at October 13, 2004.
         Applicable percentage of ownership is based on 31,684,597 shares of
         common stock outstanding as of October 13, 2004 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 13, 2004
         are deemed to be beneficially owned by the person holding such options
         for the purpose of computing the percentage of ownership of such


                                       18
<PAGE>

         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.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Wayside Solutions, Inc., a Corporation affiliated with the Company, provided
financing services to the Company. The cost of these services, aggregating
$127,579 (2003 - $140,896), was charged to professional fees expense.

Accrued interest calculated at 10% on the amount owing to Guy Fietz has been
recorded at $34,119 for the year ended July 31, 2004 and an amount of $26,575
was recorded in the year ended July 31, 2003.

For the year ended July 31, 2004 the Company paid $20,370 and for the year ended
July 31, 2003 the Company recorded $14,000 for professional services rendered by
Jeremy Fietz, a brother of the President of the Company. The amount recorded in
fiscal 2003 was paid by issuing 35,000 common shares of the Company in the
current year.


                                       19
<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.

(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

14             Code Of Business Conduct And Ethics                    Provided herewith

23.1           Consent of KPMG LLP                                    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>


                                       20
<PAGE>

         ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES


                                      2004                2003
                                      ----                ----
Audit fees                         $   34,490
Audit-related fees                 $   24,006          $   19,575
Tax fees
All other fees                     $                   $    3,203



These fees were paid in Canadian dollars through Triton Global Communications
Inc. ("Triton") and have been converted at rates in effect at the time of
processing.



                                       21

<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 4, 2004             By: /S/ GUY FIETZ
                                 --------------------------------------
                             Guy Fietz, President and Director


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



                                       22

<PAGE>

                      CONSOLIDATED FINANCIAL STATEMENTS OF

                               BSD SOFTWARE, INC.
                      PERIODS ENDED JULY 31, 2004 AND 2003


                                      F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM


To the Board of Directors of BSD Software, Inc.

We have audited the accompanying consolidated balance sheets of BSD Software,
Inc. (the "Company") as at July 31, 2004 and July 31, 2003, and the related
statements of operations and deficit and cash flows for the periods 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 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 financial  position of the Company as of
July 31, 2004 and July 31, 2003,  and the results of its operations and its cash
flows for the periods  then ended 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-2

<PAGE>

BSD SOFTWARE, INC.
Consolidated Balance Sheets
July 31, 2004 and 2003

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
(U.S. dollars)                                                         2004            2003
----------------------------------------------------------------------------------------------

<S>                                                                <C>             <C>
Assets

Current assets:
      Cash in bank                                                 $   128,945     $    74,930
      Accounts receivable                                              834,937         484,585
      Income taxes recoverable                                              --          31,484
      Prepaid expenses                                                  21,465          23,518
      ----------------------------------------------------------------------------------------
                                                                       985,347         614,517

Property, plant and equipment (note 5)                                 172,976         271,852
----------------------------------------------------------------------------------------------
                                                                   $ 1,158,323     $   886,369
==============================================================================================
Liabilities and Stockholders' Deficiency
Current liabilities:
      Accounts payable and accrued liabilities                     $ 3,002,563     $ 2,725,598
      Shareholder loans (note 6)                                       305,781         296,146
      Due to Guy Fietz (note 7)                                        329,946         333,865
      Due to Wayside Solutions Inc. (note 8)                           666,433         726,366
      Advances from investors (note 9)                                      --         929,983
      Notes payable (note 10)                                           45,285              --
      ----------------------------------------------------------------------------------------
                                                                     4,350,008       5,011,958
Stockholders' deficiency:
      Share capital (note 11):
        Authorized:
          Preferred stock 5,000,000 shares at $.001 par value
          Common stock 50,000,000 shares at $.001 par value
        Issued and outstanding:
          31,684,597 common shares (July 31, 2003 - 30,710,427)         31,685          30,711
      Additional paid-in capital                                     3,433,125       2,213,161
      Deficit                                                       (5,975,892)     (6,020,441)
      Accumulated other comprehensive loss (note 12)                  (680,603)       (349,020)
      ----------------------------------------------------------------------------------------
                                                                    (3,191,685)     (4,125,589)

Going concern (note 2)
Commitments and contingencies (note 14)
----------------------------------------------------------------------------------------------
                                                                   $ 1,158,323     $   886,369
==============================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       F-3

<PAGE>

BSD SOFTWARE, INC.
Consolidated  Statement of Operations and Deficit For the periods ended July 31,
2004 and July 31, 2003

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
(U.S. dollars)                                                 2004             2003
---------------------------------------------------------------------------------------

<S>                                                       <C>              <C>
Revenue                                                   $  6,091,101     $  2,910,883

Cost of goods sold                                           4,618,371        2,532,475
---------------------------------------------------------------------------------------
                                                             1,472,730          378,408

Expenses:
      Administration                                           182,938          315,055
      Interest and finance charges                             253,328          298,463
      Professional fees                                        334,946          458,842
      Rent                                                      90,396           54,274
      Payroll                                                  537,391          604,231
      Amortization                                              77,093           62,600
      Reduction in carrying value of goodwill (note 4)              --        2,611,679
      Impairment of property, plant and equipment                   --          992,399
      ---------------------------------------------------------------------------------
                                                             1,476,092        5,397,543

---------------------------------------------------------------------------------------
Loss before the undernoted                                      (3,362)      (5,019,135)

Loss on disposal of property, plant and equipment               (3,179)              --
Gain on sale of contracts                                       51,090          159,406
---------------------------------------------------------------------------------------
Net income (loss)                                               44,549       (4,859,729)

Deficit, beginning of period                                (6,020,441)      (1,160,712)

---------------------------------------------------------------------------------------
Deficit, end of period                                    $ (5,975,892)    $ (6,020,441)
=======================================================================================
Basic and diluted earnings (loss) per share               $       0.00     $      (0.19)
=======================================================================================
Weighted average shares outstanding                         31,494,009       25,494,457
=======================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-4

<PAGE>

BSD SOFTWARE, INC.
Consolidated Statement of Cash Flows

For the periods ended July 31, 2004 and July 31, 2003

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
(U.S. dollars)                                                                  2004            2003
-------------------------------------------------------------------------------------------------------
<S>                                                                         <C>             <C>
Cash flows from (used in):

Operations:
  Net income (loss)                                                         $    44,549     $(4,859,729)
  Items not involving cash:
      Non-cash financing costs                                                   98,550         242,148
      Amortization                                                               77,093          62,600
      Loss on disposal of property, plant and equipment                           3,179              --
      Reduction in carrying value of goodwill                                        --       2,611,679
      Impairment of property, plant and equipment                                    --         992,399
  Change in non-cash operating working capital:
      Accounts receivable                                                      (350,352)        207,012
      Income taxes recoverable                                                   33,048
      Short term investments                                                         --          54,579
      Prepaid expenses                                                            2,053          37,932
      Accounts payable and accrued liabilities                                  225,666         391,705
-------------------------------------------------------------------------------------------------------
                                                                                133,786        (259,675)
Financing:
      Increase (decrease) in shareholder loans                                  (15,717)        296,146
      Decrease in note payable                                                  (10,599)       (317,559)
      Increase (decrease)in due to Wayside Solutions Inc.                       (63,706)        394,714
      Increase in advances from investors                                            --         580,990
      Decrease in due to Guy Fietz                                              (22,678)        (50,537)
      Share issue costs                                                              --         (48,317)
-------------------------------------------------------------------------------------------------------
                                                                               (112,700)        855,437
Investing:
      Proceeds on sale of property, plant and equipment                          35,188              --
      Purchase of property, plant and equipment                                  (2,259)        (17,222)
      Advances to Triton Global Communications Inc. prior to acquisition             --        (487,411)
      Investment acquisition costs                                                   --        (265,823)
      Advances receivable                                                            --          93,934
      Cash acquired on acquisition of Triton Global Communications Inc.              --         155,690
-------------------------------------------------------------------------------------------------------
                                                                                 32,929        (520,832)

-------------------------------------------------------------------------------------------------------
Increase in cash position                                                        54,015          74,930

Cash position, beginning of period                                               74,930              --

-------------------------------------------------------------------------------------------------------
Cash position, end of period                                                $   128,945     $    74,930
=======================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-5

<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)
Periods ended July 31, 2004 and July 31, 2003


1. NATURE OF BUSINESS:

BSD  Software,  Inc.  (the  "Company")  operates  as a holding  company  for the
purposes of investing in Triton Global Communications Inc. ("TGCI"),  which is a
provider of billings,  clearing house and information management services to the
tele-communications industry (note 4).

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America for financial  information and with the  instructions to Form 10-KSB and
Regulation S-B of the Securities and Exchange Commission.

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.


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.
There is  significant  doubt about the  appropriateness  of the use of the going
concern assumption because the Company has experienced  operating losses and has
a significant working capital deficiency.

The  Company's  ability  to  continue  as a  going  concern  is  dependent  upon
management's  ability  to raise  additional  financing  and  restore  profitable
operations.  During the year ended July 31, 2004,  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.

On December 9, 2003,  the Company  signed a letter of intent (LOI) to merge with
NeoMedia  Technologies  Inc.  Pursuant to the LOI, it is  anticipated  that each
shareholder  of the Company would  receive one share of Neomedia's  common stock
for each share of the  Company's  common stock held, up to a total of 40 million
shares. However, the LOI states that the final exchange rate for the shares will
be  determined  within  ten  business  days of the date of the  approval  of the
merger.  The  transaction  is subject to the parties  entering  into  definitive
agreements, shareholder approval and other conditions. At the present time there
have been no financial transactions between the companies. There is no assurance
that the merger will be completed.

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 beyond July 31, 2005.


                                      F-6
<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003

2. GOING CONCERN (CONTINUED):

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.

      (b)   Property, plant and equipment

            Property,  plant 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,  plant 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 (note 12).

<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003

3. Significant accounting policies (continued):

      (c)   Translation of foreign currency (continued):

            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:

            Revenue is  recognized  at the time that calls are  accepted  by the
            clearing house for billing to customers.

      (e)   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.

      (f)   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.

      g)    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.

      (g)   Goodwill:

            Goodwill represents the excess of costs over fair value of assets of
            businesses  acquired.  Goodwill  acquired  in  a  purchase  business
            combination and determined to have an indefinite  useful life is not
            amortized,  but instead  tested for  impairment at least annually in
            accordance with the provisions of SFAS No. 142.


                                      F-8
<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003


4. CHANGE IN CONTROL AND ACQUISITIONS:

      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 of TGBSI (the  "TGBSI  Shareholders").
      TGBSI  was 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 then issued  30,123,251  common  shares of the  Company.  For
      accounting  purposes,  as the  Company  was not an active  business at the
      time, the TGBSI transaction is accounted for as a recapitalization.

      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.

      As a result of this  recapitalization  whereby TGBSI acquired the Company,
      the holders of certain TGBSI common shares were offered the opportunity to
      exchange their shares for up to an additional  2,470,349  common shares of
      the  Company.  As a result,  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 of the Company.  In  connection  with the
      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 of  September  24,  2004 these share
      transactions have not occurred.

      As the  TGBSI  Shareholders  ultimately  control  the  Company,  TGBSI was
      designated  as the  acquirer  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 was 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.  The continuity of the Company's
      issued share capital is outlined in note 11.


                                      F-9
<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003


4. CHANGE IN CONTROL AND ACQUISITIONS (CONTINUED):

      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
      --------------------------------------------------------------------------
                                                                  2,136,197

      --------------------------------------------------------------------------
      Goodwill upon acquisition of TGCI                       $   2,611,679
      --------------------------------------------------------------------------

      $149,002 of the above  acquisition costs were included in accounts payable
      at July 31,  2004.  Subsequent  to the  acquisition  of TGCI,  the Company
      conducted  the  goodwill  impairment  test,  based upon a  combination  of
      present value of cash flows and asset  valuation  methods,  and determined
      the entire  amount of goodwill to be  impaired  as  significant  operating
      losses had occurred and TGCI had a significant working capital deficiency.
      As a result,  the entire amount of goodwill was written off and charged to
      operations during the year ended July 31, 2003.

      Although the Company  currently  owns only 90% of TGBSI,  operations  have
      resulted in cumulative  losses to July 31, 2004 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 $239,939 the
      full  100% of  operating  results  will be  reported  with no  off-setting
      minority interest.

5. PROPERTY, PLANT AND EQUIPMENT:

      --------------------------------------------------------------------------
                                                                            2004
      --------------------------------------------------------------------------
                                                        Accumulated     Net Book
                                            Cost        Amortization      Value
      --------------------------------------------------------------------------

      Office furniture and equipment    $   126,306     $   65,578    $  60,728
      Computer equipment                    165,020         85,413       79,607
      Computer software                      95,003         71,317       23,686
      Leasehold improvements                 16,553          7,598        8,955

      --------------------------------------------------------------------------
                                        $   402,882     $  229,906    $ 172,976
      --------------------------------------------------------------------------


                                      F-10

<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003


5. PROPERTY, PLANT AND EQUIPMENT (CONTINUED):

      --------------------------------------------------------------------------
                                                                            2003
      --------------------------------------------------------------------------
                                                        Accumulated     Net Book
                                            Cost        Amortization      Value
      --------------------------------------------------------------------------

      Office furniture and equipment    $  119,821     $    34,807    $  85,014
      Computer equipment                   204,134          68,763      135,371
      Computer software                     89,912          47,913       41,999
      Leasehold improvements                13,526           4,058        9,468

      --------------------------------------------------------------------------
                                        $  427,393      $  155,541    $ 271,852
      --------------------------------------------------------------------------

    6.   SHAREHOLDER LOANS:

         Amounts due to  shareholders  bear  interest at rates  varying  from
         8%-10% per annum, are unsecured and due on demand.

    7.   DUE TO GUY FIETZ:

         Amounts due to Guy Fietz,  a  shareholder,  bear interest at 10% annum,
         are unsecured and due on demand.

    8.   DUE TO WAYSIDE SOLUTIONS INC.:

         Amounts due to Wayside  Solutions  Inc., bear interest at 10% per annum
         and are due on demand. A general  security  agreement has been provided
         by TGBSI to Wayside Solutions Inc. as collateral.

    9.   ADVANCES FROM INVESTORS:

         During 2003,  the Company  received  $929,983  from  investors  for the
         purchase  of common  shares of TGBSI.  Pursuant  to Board of  Directors
         resolutions  on January 30, 2004 and March 29, 2004 the  advances  from
         investors  were  converted to shares in TGBSI  resulting in an $887,001
         charge  to  additional  paid-in  capital.  The  remaining  $42,982  was
         recorded as notes payable.

    10.  NOTES PAYABLE:

         Notes payable bear interest at rates varying from 5%-7%,  are unsecured
         and due on demand.

                                      F-11

<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003

<TABLE>
<CAPTION>
11.   SHARE CAPITAL:                               NUMBER OF SHARES   ASSIGNED VALUE

<S>                                                    <C>            <C>
      Balance, August 1, 2002                          1,893,600      $      1,894
      Issued to TGBSI shareholders (note 4)           26,613,891            26,614
      Issued to BSD shareholders (note 4)              1,615,760             1,616
      Issued November 4, 2002 to January 31, 2003      5,632,778             5,632
      Issued February 1 to April 30, 2003                190,000               190
      Shares cancelled                                (5,235,602)           (5,235)
      ------------------------------------------------------------------------------
      Balance, July 31, 2003                          30,710,427            30,711

      Issued August 1 to October 31, 2003                317,170               317
      Issued November 1, 2003 to January 31, 2004        657,000               657
      ------------------------------------------------------------------------------
      Balance, July 31, 2004                          31,684,597      $     31,685
      ------------------------------------------------------------------------------
</TABLE>

      The 5,632,778 shares issued from November 4, 2002 to January 31, 2003 were
      issued as  compensation  for services  rendered and for  anticipated  debt
      financing. As the debt financing did not occur 5,235,602 shares related to
      this were cancelled.

      The 190,000 shares issued from February 1 to April 30, 2003 were issued as
      compensation  related to loans advanced to the Company on the basis of one
      share for each dollar advanced. An expense of $38,000 has been recorded at
      a rate of $0.20 per share as a financing  cost  included  in interest  and
      finance charges.

      The 317,170 shares were issued as  compensation  related to loans advanced
      to the Company on the basis of one share for each dollar  advanced  and as
      compensation  for legal fees of $14,000 and payroll  costs of $12,000.  An
      expense of  $100,868  had been  recorded at a rate of $0.40 per share as a
      financing cost included in interest and finance charges for the year ended
      July 31, 2003. The legal fees and payroll costs were also recorded for the
      year ended July 31, 2003.

      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.  The  right  to
      exercise the warrants  expires August 31, 2005. 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.

      In November of 2002,  certain  shareholders  of the Company  entered  into
      Accommodation  Agreements  with  the  Company  to  assist  with  financing
      corporate  operations.  Under those  Accommodation  Agreements the Company
      issued 657,000  shares in the period ended January 31, 2004.  Management's
      best  estimate  of the fair  value of the  shares at the time the  Company
      determined it was obligated to issue the shares was  approximately  $0.15,
      as a result an expense of $98,550  has been  recorded  as  financing  fees
      during the period ended October 31, 2003.


                                      F-12
<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003

11. SHARE CAPITAL (CONTINUED):

      As well,  stock  options to purchase  600,000  shares at a strike price of
      $0.01 per share,  expiring  August 2, 2005 were  approved  by the Board of
      Directors  on August 2, 2003.  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  with no expiry  date.  As of  September  24,  2004  these
      options had not been  issued.  All stock  options  issued to July 31, 2004
      have been issued to non-employees.

12. COMPREHENSIVE LOSS:

      Comprehensive  loss  consists  of net income  (loss)  and other  gains and
      losses  affecting  shareholders'  investment  that,  under  United  States
      generally accepted  accounting  principles,  are excluded from net income.
      Changes in the components of other comprehensive loss are as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                                                           2004              2003
---------------------------------------------------------------------------------------
<S>                                                    <C>             <C>
      Net income (loss)                                $     44,549    $    (4,859,729)

      Other comprehensive loss:
          Foreign currency translation adjustments         (331,583)        (349,020)
---------------------------------------------------------------------------------------

      Total comprehensive loss                         $   (287,034)   $  (5,208,749)
---------------------------------------------------------------------------------------
</TABLE>

      Accumulated  other  comprehensive  loss of  $(680,603)  (July  31,  2003 -
      $(349,020)) consists solely of foreign currency translation adjustments.

13. INCOME TAXES:

      Income tax  recovery  differs  from the amount  that would be  computed by
      applying  the  statutory  income  tax  rate of 35%  (2003  - 35%)  for the
      following reasons:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                                                         2004                 2003
----------------------------------------------------------------------------------------
<S>                                                   <C>                 <C>
      Computed income tax (recovery)                  $    15,592         $(1,608,202)

      Non taxable items and other differences            (305,289)            457,044

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

      Change in valuation allowance                      (269,659)          1,151,158
----------------------------------------------------------------------------------------
                                                      $        --         $        --
----------------------------------------------------------------------------------------
</TABLE>


                                      F-13
<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003


13. 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                        $   788,659        $   324,864

         Property, plant and equipment - difference in net
              book value and undepreciated capital cost                181,537            369,250

         Tax value of investment greater than accounting               450,621            457,044
-------------------------------------------------------------------------------------------------
                                                                     1,420,817          1,151,158
         Less valuation allowance                                   (1,420,817)        (1,151,158
-------------------------------------------------------------------------------------------------
         Deferred tax liabilities                                           --                 --
-------------------------------------------------------------------------------------------------
         Net deferred tax assets                                   $        --        $        --
-------------------------------------------------------------------------------------------------
</TABLE>

      The  Corporation  had  approximately   $2,345,803  of  non-capital  losses
      available at July 31, 2004 to reduce taxable income of future years. These
      losses expire in periods from 2005 through 2014.

14. COMMITMENTS AND CONTINGENCIES:

      The Company  leases its  business  premises and certain  office  equipment
      under  operating  leases.  Total lease payments  during the current period
      totaled  $90,396  (2003 - $138,353),  net of sublease  revenue of $109,817
      (2003 -  $32,097).  Future  lease  payments  will  aggregate  $265,592  as
      follows:

                           2005                      $    63,759
                           2006                           61,604
                           2007                           58,242
                           2008                           51,781
                           2009                           30,206
                                                     -----------
                                                     $   265,592
                                                     ===========

      In addition,  the Company  leases  premises with future lease  payments of
      approximately:  2005 - $136,667;  2006 - $132,317; 2007 - $113,165; 2008 -
      $105,435 which are subleased for corresponding  amounts over corresponding
      lease terms.

      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.


                                      F-14
<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003


14. COMMITMENTS AND CONTINGENCIES (CONTINUED):

      In June 2003,  PBJ Holdings Inc.  filed a Statement of Claim against TGBSI
      in the Court of Queen's  Bench of Alberta for breach of contract  alleging
      that TGBSI  failed to pay $125,000  for the  introduction  of TGBSI to BSD
      Software,  Inc.  TGBSI  believes the claim is without merit and intends to
      defend the claim.

      As of July 31, 2004  management  has accrued a provision  based upon their
      best estimate as to the likely outcome of these claims. This provision was
      charged to administration  expense during the year ended July 31, 2003 and
      adjusted in the current period for legal actions settled.

15. RELATED PARTY TRANSACTIONS:

      Wayside  Solutions,  Inc.,  a  Corporation  affiliated  with the  Company,
      provided  financing  services to the Company.  The cost of these services,
      aggregating  $127,579 (2003 - $140,896),  was charged to professional fees
      expenses.

      Included in interest  and finance  charges is accrued  interest of $34,119
      (2003 - $26,575)  due to Guy Fietz,  the  President  of the  company and a
      major shareholder.

      Jeremy Fietz, the brother of Guy Fietz,  provided professional services to
      the Company aggregating  $20,370 (2003 - $14,000),  which has been charged
      to professional fees. The amount recorded during 2003 was paid through the
      issuance of 35,000 common shares of the Company (note 11).

      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.

16. FINANCIAL INSTRUMENTS:

      Accounts receivable with two customers represent approximately 73% (2003 -
      72%) of the balance of accounts  receivable as at July 31, 2004. It is the
      opinion of management  that these  accounts do not represent a significant
      credit risk.

      A majority of the Company's purchases are from three (2003 - one) 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.

      The fair value of the following financial assets and financial liabilities
      approximates  fair value due to their immediate or short-term  maturity or
      for related party amounts due to their lack of a ready market:

            o    cash in bank;
            o    accounts receivable;
            o    income taxes recoverable;
            o    accounts payable and accrued liabilities;
            o    shareholder loans;
            o    due to Guy Fietz;
            o    due to Wayside Solutions Inc.;
            o    advances from investors; and
            o    notes payable.


                                      F-15

<PAGE>

                               BSD SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U. S. Dollars)

PERIODS ENDED JULY 31, 2004 AND JULY 31, 2003


17. COMPARATIVE FIGURES:

         Certain  comparative figures have been reclassified to conform with the
         financial statement presentation adopted for the current period.


                                  END OF FILING



                                      F-16