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

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM 20-F

(MARK ONE)

[X]  REGISTRATION  STATEMENT  PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES
EXCHANGE ACT OF 1934 OR

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR

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

FOR THE TRANSITION PERIOD FROM _______________ TO _______________

COMMISSION FILE NUMBER ____________

                          BROCKER TECHNOLOGY GROUP LTD.
             (Exact Name of Registrant as specified in its charter)

                                 Alberta, Canada
                 (Jurisdiction of incorporation or organization)

                      2150 Scotia One, 10060 Jasper Avenue,
                            Edmonton, Alberta T5J 3R8
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Class                                                  Name of Exchange
None

Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value

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

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  stock as of the close of the  period  covered  by the annual
report:

As at May 19, 2000, 15,414,045 shares of no par value Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

[ ] Yes [X] No

Indicate by check mark which financial statement item the registrant has elected
to follow:

[X] Item 17 [ ] Item 18


<PAGE>


                         Brocker Technology Group Ltd.,
                             an Alberta corporation

                    Index to Form 20-F Registration Statement


                                                                            Page
                                                                            ----

General Introduction                                                          3

Part I

1.   Description of Business                                                  4
2.   Description of Property                                                 11
3.   Legal Proceedings                                                       12
4.   Control of Registrant                                                   12
5.   Nature of Trading Market                                                13
6.   Exchange of Controls and Other Limitations Affecting Security Holders   13
7.   Taxation                                                                14
8.   Selected Historical Consolidated Financial Information and Other Data   14
9.   Management's Discussion and Analysis of Financial Condition and
     Results of Operations                                                   16
9A.  Quantitative and Qualitative Disclosures About Market Risk              23
10.  Management                                                              24
11.  Compensation of Directors and Officers                                  26
12.  Options to Purchase Securities from Registrant or Subsidiaries          26
13.  Interest of Management in Certain Transactions                          27


Part II

14.  Description of Securities to be Registered                              28


Part III

15.  Default Upon Senior Securities                                          32
16.  Changes in Securities and Changes in Securities for Registered
     Securities                                                              32


Part IV

17.  Financial Statements                                                    32
18.  Financial Statements                                                    32
19.  Financial Statements and Exhibits                                       32
     19(a)  Index to Financial Statements                      F-1 through F-43
            Financial Statements

     19(b)  Index to Exhibits                                  E-1 through E-752
            Exhibits

Signatures                                                                   35


                                       2
<PAGE>


===============================================================================

                              GENERAL INTRODUCTION

This  Registration  Statement  on Form  20-F  ("Form  20-F")  specifies  certain
forward-looking  statements  of us within  the  meaning  of  Section  27A of the
Securities Act of 1933, as amended (the  "Securities  Act"),  and Section 21E of
the  Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act").
Forward-looking  statements are statements that estimate the happening of future
events that are not based on historical fact.  Forward-looking statements may be
identified by the use of forward-looking  terminology,  such as "may",  "shall",
"will", "could",  "expect",  "estimate",  "anticipate",  "predict",  "probable",
"possible", "should", "continue", or similar terms, variations of those terms or
the negative of those terms. The  forward-looking  statements  specified in this
Form 20-F have been  compiled by us on the basis of  assumptions  made by us and
considered by us to be reasonable.  Our future operating results,  however,  are
impossible  to predict  and no  representation,  guaranty,  or warranty is to be
inferred from those  forward-looking  statements.  All information regarding our
expected  future  financial  situation,   results  of  operations,  cash  flows,
financing  plans,  business  strategy,  budgets,  projected  costs  and  capital
expenditures,  competitive  situations,  growth  opportunities,  plans  and  our
objectives  for  future  operations  are   forward-looking   statements.   Those
forward-looking  statements  are  inherently  uncertain,  and our actual  future
results  and trends may differ  materially  depending  on a variety of  factors.
Factors that may affect our plans or results include, without limitation,  sales
to  customers,  actions  by  competitors,  fluctuations  in  the  prices  of raw
materials,   foreign  currency   exchange  rates,  and  political  and  economic
instability in our markets.

The assumptions used for purposes of the forward-looking statements specified in
this  Form  20-F  represent  estimates  of  future  events  and are  subject  to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances.  As a result,  the  identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable  alternatives  require the exercise of judgment.  To the extent
that the assumed events do not occur,  the outcome may vary  substantially  from
anticipated  or  projected  results,  and,  accordingly,  we  express no opinion
regarding the achievability of those  forward-looking  statements.  In addition,
those forward-looking  statements have been compiled as of the date of this Form
20-F and should be evaluated with  consideration of any changes  occurring after
the  date of this  Form  20-F.  We  can't  give  any  assurance  that any of the
assumptions relating to those forward-looking statements are accurate.

We maintain  our books and records in Canadian  Dollars  while our  subsidiaries
maintain  their  books and  records in New  Zealand or  Australian  Dollars,  as
appropriate,  which are then translated to Canadian Dollars. Except as otherwise
specified in this Form 20-F,  all monetary  amounts  specified in this Form 20-F
have been  presented in Canadian  Dollars.  We have  prepared  our  consolidated
financial  statements  contained in this Form 20-F in accordance  with generally
accepted accounting  principles in Canada. See "Report of Independent  Auditors"
and "Consolidated Financial Statements." All information should be considered in
conjunction with our consolidated  financial  statements and the notes contained
elsewhere in this Form 20-F.

We were incorporated pursuant to the laws of Alberta, Canada, and certain of our
officers and directors  reside  outside of the United States.  In addition,  the
majority  of our assets are  located  outside of the United  States,  in Canada,
Australia  and New Zealand.  As a result,  it may be difficult  for investors to
effect  service of process within the United States against us or those officers
and  directors or to enforce in the United States any court  judgments  obtained
against  us or those  officers  and  directors  and  predicated  upon the  civil
liability  provisions of the federal securities laws of the United States. Also,
as a substantial  portion of our assets are located outside of the United States
and Canada,  any judgment  obtained in the United  States  against us may not be
collectible  within the United  States or Canada.  Canadian  courts may  enforce
judgments of United States courts in civil matters subject to certain conditions
and  exceptions.  Also,  it may be difficult for investors to obtain and enforce
judgments  of  Canadian  courts  based upon the federal  securities  laws of the
United States.


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<PAGE>


ITEM 1. DESCRIPTION OF BUSINESS

Our  Background.  Brocker  Technology  Group  Ltd.,  is an  Alberta  corporation
("Company") and was  incorporated  on November 23, 1993, as Brocker  Investments
Ltd.  On December 3, 1998,  the Company  changed its name to Brocker  Technology
Group Ltd. The Company has been listed for trading on the Toronto Stock Exchange
since  February 28,  1998.  From August 9, 1994 until  February  28,  1998,  the
Company's shares were listed for trading on the Alberta Stock Exchange.

Overview of Our Industry. The products and services of our subsidiaries are sold
to the Information Technology and  Telecommunications  ("IT&T") industry in both
Australia  and New  Zealand.  We believe  that the IT&T  industry  is one of the
fastest growing industries in Australia and New Zealand. In Australia,  the IT&T
industry's total revenues in 1998 were approximately AU$34 billion,  which ranks
it as Australia's  third largest industry.  In New Zealand,  the IT&T industry's
total  revenues in 1998 were  approximately  NZ$6.6  billion,  which  represents
approximately  seven percent (7%) of New Zealand's Gross Domestic  Product.  The
IT&T industry  provides  solutions to customers'  computer software and hardware
problems,  in addition to solutions to customers'  telecommunications  problems.
IT&T industry  products  include  computer  hardware,  such as computer  network
servers and desktop computers and software, such as Microsoft Windows and Office
products.  Telecommunication  products  include  telephone  systems,  voice mail
systems, cellular phone systems and facsimile systems.

Our Business. We are a provider of  technology-related  products and services to
the IT&T industries of New Zealand,  Australia and North America.  Our principal
business activities include (i) the development and sale of technology products,
technology-related  services and telecommunications  products and services, (ii)
distribution  In New Zealand and Australia of technology and  telecommunications
products  developed  and  manufactured  by  third  parties.   We  are  currently
developing  intellectual property for use in electronic commerce  ("e-commerce")
in order to provide  Internet  based  products  and  services.  We believe  that
changes in the economic  and business  environments  of the  Australian  and New
Zealand  markets  and the rapid  evolution  and  adoption  of the  Internet  and
Internet  technologies  should  enable us to reduce our reliance on the physical
distribution  of third party products and increase our  development  and sale of
e-commerce  products.  We are  investing in  hardware,  software and training to
build the  infrastructure  to  accommodate  the  development  and  growth of our
business.

Our Internet  Enterprise Suite. We are developing the Internet  Enterprise Suite
("IE Suite"),  an Internet based e-commerce system designed to meet the needs of
medium to large  corporations.  The IE Suite  centralizes all functions of sales
and  marketing.  The IE  Suite  supports  electronic  transactions  between  the
corporation and its customers while storing the customers'  profiles and product
preferences into a secure database.  The IE Suite will allow sales and marketing
professionals  to remotely  access sales and  marketing  information,  including
product information,  inventory data, account information and product orders. We
anticipate  that the IE Suite will  encompass a number of the software  products
and applications that have been produced by our operating groups.

Our  Operating  Groups.  From our  inception  in  November  1993,  we have  been
acquiring  and  managing  businesses  in the  IT&T  industries  of New  Zealand,
Australia and North America. We actively manage the individual businesses within
these  operating  groups  by  two  wholly-owned  holding  corporations,  Brocker
Technology  Group (NZ)  Limited  (formerly  Brocker  Investments  (NZ)  Limited)
("Brocker NZ") and Brocker Investments (Australia) Proprietary Limited ("Brocker
Australia").  We have concentrated our  technology-related  business services in
distinct  operating  groups  composed  of the  Application  Hosting  Group,  the
Application  Development  Group, the Professional  Services Group and the Vendor
Services  Group.   The  operating   groups  utilize  our  centralized   business
infrastructure  for  distribution  and  logistics,  finance,  human resource and
marketing functions.

Our Vendor Services Group includes SealCorp Computer Products Limited ("SealCorp
New Zealand"), SealCorp Telecommunications Group Limited ("STG"), 1World Systems
Limited  (formerly  Microchannel  Limited)  ("1World")  and  SealCorp  Australia
Proprietary  Limited ("SealCorp  Australia").  Our Application  Hosting Group is
responsible for the sales and marketing of our intellectual  property  products,
with  such  products  available  as  Supersession,  Full 360  Degrees  Feedback,
Powerphone,   Bloodhound   and  products   developed  by  Image  Craft


                                       4
<PAGE>

Limited  ("Imagecraft").  Our Application  Development Group includes Industrial
Communications   Service  Limited  ("ICS"),   Powercall   Technologies   Limited
("Powercall"),  Highway Technologies  Limited ("Highway  Technologies") and Tech
Support  Limited  ("Tech  Support").  Our  Professional  Services Group includes
EasyPC Computer  Rentals Limited  ("EasyPC"),  Pritech  Corporation  Limited and
Pritech  Australia   Proprietary  Limited  (collectively   "Pritech"),   Brocker
Financial Limited ("Brocker Financial") and Inprise New Zealand.

SealCorp New Zealand.  SealCorp New Zealand was  incorporated in 1987.  SealCorp
New Zealand  markets and  distributes  major brand computer  software,  computer
peripherals  and computer  hardware in New Zealand.  SealCorp New Zealand has 25
employees.

SealCorp  New  Zealand's  offices  are  located  in  Auckland,   Wellington  and
Christchurch.  The Auckland premises,  occupied in October,  1998,  provides our
distribution  partners with a  distribution  center,  in addition to seminar and
training facilities for client  presentations.  The Wellington office is located
in Central  Wellington  and  provides  easy  access to all parts of the  central
region of New  Zealand.  The  Christchurch  office  is  located  in the  central
business district of the southern region of New Zealand.

SealCorp New Zealand is comprised of three operating  business  units,  Channels
Technology Group, Vertical Markets Group and the Integration Solutions Group.

The Channels Technology Group markets Acer, Canon,  Compaq,  Connectix,  Digital
Networks,  Exbyte and Symantec products to computer  resellers and retail chains
and  outlets.  Those  products  are  generally  used by  small  to  medium-sized
enterprises, small office, and home office customers.

The  Vertical  Markets  Group  provides  software  to  specialized  markets  and
consultants  who  promote  software,  hardware  and  peripherals  using  various
distributors.   This  software  is  generally  used  by  imaging,  multi  media,
publishing  and  computer-aided  design  companies,  application  developers and
programmers.  The brands marketed are Agfa, Autodesk, Dantz, NEC, PK Electronics
and Quark.

SealCorp's Integration Solutions Group resulted from the acquisition in October,
1995, of  Technicom,  a networking  and  communication  corporation.  This group
provides  software to the government  and free  enterprise  markets.  The brands
provided by this group are Digi, Hitachi,  IBM, Intel, IT Director,  Lotus, NCD,
Novell and Shiva.  This software is generally used by remote access,  groupware,
enterprise and operation system solutions technology.

STG. STG supplies  cellular  mobile phones,  cellular phone  accessories,  radio
pagers  and other  telecommunications  products  in New  Zealand.  STG  provides
distribution and purchasing  operations for Telecom New Zealand,  in addition to
supplying  cellular  handsets to Telecom New  Zealand  for its  consumers.  This
business  with  Telecom  New  Zealand  is secured  by an  agreement.  Under this
agreement,  we share the  activities  and  risks  normally  associated  with the
distribution  of these  products.  We order and  maintain  inventory,  carry out
marketing  activities  and initiate and complete  sales.  Telecom is required to
protect us against certain risks including inventory obsolescence and bad debts.
In  accordance  with the terms of our  agreement,  we are  required to limit the
resulting margin that is lower than the typical margin in our industry.  Telecom
New Zealand is the largest  telecommunications  carrier and market leader in all
aspects  of  telecommunication  in New  Zealand.  STG is New  Zealand's  largest
telecommunications  distributor  and supplies  cellular  products from Ericsson,
Motorola,  Nokia and Philips. STG has recently introduced an e-commerce business
which enables  customers to place orders and obtain  product  information on the
Internet.

1World.  1World is the only  distributor in New Zealand and the Pacific  Islands
for Computer  Associate's  products,  including the accounting  software ACCPAC.
Since its introduction into the New Zealand  financial  software market in 1989,
ACCPAC has won a several industry awards.  ACCPAC is distributed by specialized,
certified  consultants.  1World offers qualified installer  training,  sales and
technical support, and marketing services. ACCPAC was one of the first financial
softwares available to organizations  enabling them to automate their accounting
processes.  Using continuing  product  development,  ACCPAC has remained current
with industry developments and has developed strategic alliances to increase its
market presence. 1World acquired the


                                       5
<PAGE>


distribution rights to Australia in January 1999, based on its prior performance
in New  Zealand  and it has a  complete  sales and  support  system  to  service
Australia.

SealCorp  Australia.  SealCorp  Australia  was  incorporated  in  January  1992,
following  the  growth  of  SealCorp  New  Zealand.  SealCorp  Australia  has 30
employees and has offices in Sydney,  Melbourne and Brisbane.  The Sydney Office
is located in North Ryde Sydney's North Shore,  in an industrial area surrounded
by technology companies.  This office provides sales, marketing,  administration
and  physical  distribution  for  Australia.   SealCorp's  Melbourne  office  is
centrally  located at 101 Collins St., in the IBM Building in South Gate, on the
banks of the Yarra  River.  The  Brisbane  office is located at 10 Hudson  Road,
Albion, Queensland.

SealCorp Australia acquired Sourceware, a large national distributor of computer
software and peripherals,  in April,  1996.  Sourceware had operated since 1983,
and we  believe  that  it  has a  reputation  for  superior  technical  support.
Sourceware  merged its  operations  into SealCorp  Australia,  which resulted an
increased market presence and a strategic relationship with IBM.

In September  1996,  we acquired The Great Escape  Company  ("TGE"),  a computer
distribution  and  service  company.  This  company  was  merged  into  SealCorp
Australia in January,  1997.  TGE was the only  distributor  of Wyse products in
Australia. TGE also distributes products for other major vendors, including OKI,
Dataproducts,  Link, and Specialix.  With this acquisition,  SealCorp  Australia
acquired the  resources  required to service its  products.  SealCorp  Australia
provides nation-wide warranty and repair facilities in Australia and is the Wyse
warranty agent and parts supplier for Australia.  SealCorp  Australia is also an
approved service center for OKI products and a servicer of third party products.

As a result of the consolidation of Sourceware and TGE with SealCorp  Australia.
SealCorp  Australia can now offer  complete  computer  networking  solutions for
distributors using  relationships with vendors such as Novell, IBM, Lotus, WYSE,
OKI and Digi International. SealCorp Australia provides marketing and consulting
services for internetworking, remote access, multi-user connectivity, e-commerce
and Integrated Services Digital Network.

Early in 1998,  we  purchased  1World,  a  provider  of remote  computer  access
technologies  to graphic  computer  designer.  The  graphic  designer  market is
currently  dominated by Apple computer resellers and we believe is best serviced
by distributors  such as 1World.  The  relationships  1World brought to SealCorp
Australia are 4Sight, Sagem, Hermstedt, Harmonixs, Ascend, Shiva, Eicon, Netcomm
and Dlink.  Early in 1999,  ACCPAC  software was added to this group.  1World is
operated as a separate sales division of SealCorp  Australia and concentrates on
graphics  design,   agency  and  branch  office  communications  and  accounting
solutions.

In February 1999, we purchased  certain assets of Q*Soft  Australia  Proprietary
Limited based in Brisbane,  Queensland  ("Q*Soft") and a leading  distributor of
technology products. We believe that the acquisition of those assets now enables
SealCorp Australia to be a significant  distributor with considerable geographic
coverage in Australia.  Q*Soft concentrates on reseller  distribution by service
agreements and is operated as a separate sales division of SealCorp Australia.

ICS.  ICS was  established  in 1978,  as a provider  of  special  communications
systems  and  for  the  repair  of  electronic  equipment.  Now a  wholly  owned
subsidiary of the Company, ICS operates in two distinct areas.

ICS has standard  telecommunications  products  marketed  using the INDCOM name.
Whenever  a customer  has a  requirement  that is not  adequately  satisfied  by
standard  equipment,  ICS modifies  existing products or designs new products to
satisfy that  requirement.  ICS  concentrates on product  development  using the
latest  computer  based  design  systems.  Production  is  either  performed  by
specialist  companies or the customer  assists in  establishing  its production,
with ICS receiving royalties from that production.

With the  introduction  of cellular in New Zealand,  ICS targeted the service of
cellular telephones.  ICS is the largest independent service center for cellular
telephones.   Certified  to  ISO9001   (the   International   Organization   for
Standardization  Certification  that ICS has satisfied the global  standards for
its industry),  we actively manage processes to ensure continuous improvement of
service and delivery.  After market  repair is performed  for cellular


                                       6
<PAGE>


products  developed by  Motorola,  Ericsson and Nokia.  ICS has  contracts  with
Vodafone and Telecom to provide service to customers of their networks.

Our  technical  staff  has  significant  experience  with  radio,  cellular  and
communications systems. Training of new and existing staff in new products is an
important  aspect of our  philosophy.  The latest test  equipment  that has been
certified by the cellular phone  manufacturers is used to ensure repairs satisfy
the strict  standards  of those  manufacturers.  All repaired  products  undergo
quality assurance tests before being returned to the customer.

Powercall. Powercall was formed to provide voice mail services. The emergence of
Computer Telephony  Integration (CTI) enabled Powercall to improve its voicemail
services and products. The emergence of CTI has enabled us to become involved in
software  development  and  software  solutions  for  our  customers.  Powercall
concentrates  on 3 aspects of  operations,  (1) CTI  development;  (2) automated
services with automated  voice, fax and information  applications;  and (3) live
operator services. A combination of technological development and service allows
us to provide a  comprehensive  range of  solutions  and  services  which can be
customized according to each customer's individual requirements.

We concentrate on the development  and delivery of CTI solutions,  utilizing our
core products. Utilizing 5 years of design and development,  specifically in the
area of CTI, these solutions  combine the latest hardware with our  intellectual
property.  Our products allow our customers to manage and deliver information in
an  effective  manner.  CTI  solutions  are  designed  to  integrate  fully with
computers and provide a complete  communication  system.  Those  solutions allow
delivery of all telephony requirements,  such as how incoming calls are handled,
while reducing ongoing costs.  Private Automatic Branch Exchange System ("PABX")
is a  telephone  system  suitable  for medium to large  offices  and  capable of
handling thousands of extensions. In some situations, use of our CTI system will
replace the PABX system  entirely.  Our CTI  solutions  provide a business  with
automated  business  processes  which  ensure that the  customer's  products and
services are completely integrated into our CTI solution.

In  contrast  to most  other CTI  solutions,  our CTI  solution  is  capable  of
operating independently of (1) proprietary, expensive PABX technology; (2) other
types of PABX communication systems; and (3) specialist  programmers,  engineers
or  technicians.   Our  CTI  services  include  (1)  standard  voice  mail;  (2)
interactive  television voting;  (3) call accounting and credit management;  and
(4) a complete and innovative  information and booking service  designed for the
tourism industry.

In addition to the automated  services,  our CTI services  offer  customers live
operator  services  with inbound and outbound  telephone  calls  throughout  New
Zealand.  In addition  to voice,  facsimile  and  information  services,  we are
capable of managing the financial aspects of our customers' businesses involving
payment by check,  credit card,  telephone  transactions  and  Internet  payment
methodologies.

Powercall  employs  more than 55 persons in its five  locations  to deliver live
operator   services,   providing   numerous   services  for  various   customers
simultaneously,  utilizing  our  technology.  These  services  include (1) sales
automation,   such  as  appointment  generation,   telephone  sales,  etc.;  (2)
information  review utilizing  Virtual NZ and customer  surveys;  and (3) direct
mail follow-up.

Image Craft. Image Craft specializes in the development of graphics software and
services.  The major products which it  distributes  are (1) Pictrix,  a digital
printing system (Pictrix is exclusively licensed to Hanimex in Australia and New
Zealand and enables the user to scan, import,  manipulate and copy images to any
digital  media and print these images in a variety of formats and allows for the
transmission  of images via the Internet and intranet);  and (2)  Bluescreen,  a
method which enables an image to be inserted into a background.  Our Image Craft
services include (1) maintenance of a system for online storage and retrieval of
digital images; (2) digital watermark software;  (3) software  development;  and
(4)  creation of different  products  and  services,  including  mass  marketing
systems.

Highway Technologies.  Highway Technologies is in the business of developing and
managing solutions for highway  management.  One example is an electronic system
for collecting  road user charges for heavy vehicles to establish  whether a new
system for  collecting  road user charges can improve  economic  efficiency.  We
believe that


                                       7
<PAGE>


technology  will become  increasingly  important  in  managing  road and highway
networks in the future. We believe Highway  Technologies' newly developed Global
Position  Satellite-based  technology is capable of bringing highway management,
operation and funding into the 21st century. We own 20% of Highway Technologies.

Easy  PC.  EasyPC  is a  provider  of  innovative  solutions  for the  financial
management and control of computer related products. Specializing in the leasing
and rental of IBM-compatible and Macintosh computers,  printers and peripherals,
we believe that Easy-PC has become a leader with a  reputation  for  exceptional
personal  service,  new  approaches to off-balance  sheet use of equipment,  and
advanced  asset  management  systems.  We believe that Easy PC makes it easy for
business,  government  and domestic  customers  to access new and  fast-changing
technology at affordable prices, without the risks associated with a purchase.

Easy PC is an authorized dealer in Compaq, Digital, Hewlett-Packard,  Microsoft,
Lotus and  WordPerfect  products.  Easy PC is the first  rental  company  in New
Zealand authorized to supply leading software with Easy PC's rental equipment.

Pritech.  We  believe  that  Pritech  is a  leader  in  information  management,
including  software  development,   implementation  and  business  intelligence,
particularly  for the Intranet.  The services and products that Pritech provides
include  contract  management,  sales  tracking,  service  management,   project
communications, workflow management and human relations management. Incorporated
in 1988, Pritech has been providing consulting services and software development
for information  management,  especially project management.  Pritech has worked
with more than 300  organizations,  including major corporations and central and
regional  governments.  We believe that  Pritech is unique,  being the first New
Zealand  corporation to employ Certified Lotus Notes Professionals and Certified
Lotus Notes Instructors. Pritech has been appointed as New Zealand's first Lotus
Notes  Premium  Partner,   indicating  Pritech's   significant   experience  and
investment  in Lotus's  technology.  We believe that  Pritech has a  significant
market share and provides  quite  profitable  consulting  services.  Pritech has
offices in Auckland,  Wellington, Sydney and Melbourne and employs a staff of 34
persons.

Inprise New Zealand.  Inprise New Zealand is the  exclusive  distributor  of the
Inprise  products in New  Zealand.  Inprise New Zealand  consults  and  provides
training  for various  businesses,  using  software  applications  developed  by
Inprise Corporation. We believe that Inprise New Zealand is uniquely situated to
take  advantage  of future  business  information  development,  because we have
significant   experience  in  providing  similar  services  and  products  to  a
significant number of different types of businesses, including banking, finance,
manufacturing, science, engineering and government.

Brocker  Financial.  Brocker  Financial  was  incorporated  in January  1999 and
concentrates on providing  financial  consulting  services to large corporations
and  governments.  The three main areas of its business are (1) providing advice
for technically complex financial projects; (2) representing Internet businesses
active in the securities  trading and financial services markets in New Zealand,
Australia and South East Asia; and (3) developing specialized financial software
for liabilities management.

Tech Support.  We acquired Tech Support in 1999. Tech Support was established in
October  1996,  and  provides  technical  support for computer  systems,  with a
concentration  on small to  medium  businesses  and  education  providers.  Tech
Support supports commercial customers and relies on professional and specialized
consultants, which are independent contractors, which have the skills to provide
specific technical  requirements,  including  Microsoft NT, Novell Netware,  and
Lotus Notes.

Products and Services

Supercession.  Supercession  is an Enterprise  Resource  Planning (ERP) software
system designed to improve business processes or replace aging business systems.
ERP  provides  "back-office"  functions,  such as  order  management,  financial
management,   warehousing,   distribution  production,  quality  control,  asset
management and human resources management and "front-office"  functions, such as
sales force and  marketing  automation,  electronic  commerce  and supply  chain
systems.  ERP is often  referred to as the entire  "value  chain" of a business,
from prospect and customer  management  through order  fulfillment and delivery.
For medium to large businesses,


                                       8
<PAGE>


Supercession   establishes   the  initial  ERP  system,   including   e-commerce
capabilities, a web server, a database for gathering and storing information and
an object-based Common Object Request Broker  Architecture  (CORBA) server which
automates many common network programming tasks.

Full 360  Feedback.  Full 360  Feedback is  Internet  based  software  providing
businesses  with a  management  tool  for  their  employees,  as well as  client
relations assessment.  Feedback is electronically provided by those persons with
whom an employee  regularly  interacts.  These  people may  include  colleagues,
peers, managers, supervisors,  suppliers and customers. The information received
can be analyzed to provide  employees an  understanding  of their  strengths and
areas for  development.  The  information  gathered from clients can be used for
market research and product development.

CMobile.  CMobile is a service designed to improve  operations of a mobile sales
force or contractor.  The computer  hardware is a Graphical User Interface touch
screen handheld device with  communications  links to clients,  home offices and
suppliers.  The software  enables a sales force or mobile  contractor to utilize
Internet based services for all aspects of business.

Pritech  Extended  Email  Repository  (PEER).  PEER  provides  a method by which
selected  incoming and outgoing  correspondence is stored making the information
available to persons that could benefit by sharing that information. PEER stores
e-mail and  facsimile  information  by client or supplier  and other  designated
categories. PEER is used with Lotus Notes, a software program developed by Lotus
Development  Corporation,  which  is  designed  to  manage  information  between
numerous persons.

Powerphone.  PowerPhone combines a business' computer and telephone for improved
customer  contact   management.   PowerPhone  uses  caller   identification   to
automatically show (i) the person calling; (ii) complete details of the person's
most contact with the business; (iii) a list of all previous contacts, including
emails  and  (iv) a prompt  for new  contact  details.  PowerPhone  extends  the
management  capabilities of Microsoft  Outlook,  a Microsoft  Office  management
program,  by allowing  all  network  users to access  information  stored in the
database.  The software  component of Powerphone  can be downloaded and licensed
via the Internet. ReMote, a remote version of Powerphone, will be available as a
free download on our website.

Bloodhound.  Bloodhound  is a  computer-telephony  integration  (software  which
integrates  the computer  with a telephone  system)  service  that  combines and
automates  the  duties of a  receptionist,  secretary  and  personal  assistant.
Bloodhound processes voice and facsimile messages which are received on the same
telephone  number into electronic  messages  through a unified inbox  integrated
with a business'  existing  email system.  Voice and  facsimile  messages can be
delivered  to a business  at any  location  as an email  attachment.  Bloodhound
allows  prioritization  of calls and can notify a business when new messages are
received.

Network Marketing.  Network Marketing is software that combines  technology with
the  traditional  business  practices  of the network or multi  level  marketing
industry.  Network Marketing software provides electronic  messaging,  facsimile
and  prospecting   functions  designed  specifically  for  the  requirements  of
individual  distributors  within  a  multi  level  marketing  organization.  The
software allows a distributor to deliver  information and voice or data messages
to  prospects  outside  of the  organization  or  numerous  persons  within  the
organization.

Cine Line.  Cine Line is an e-commerce  system which provides online credit card
verification and transaction  processing for movie ticket  purchases.  Cine Line
provides real time  scheduling and booking  information as a free service to the
moviegoer.

Blue Screen Imaging.  Blue Screen Imaging is a digital imaging system  utilizing
specialized  software which allows the use of digital images  (usually a person)
and then the integration of the image into an established photographic template.

Pictrix.  Pictrix is digital  imaging  software  designed  for the  photographic
retailers.  The  software  allows for the  capture,  manipulation  and output of
photographic  images.  Pictrix features  includes repair and reproduction of old
images,  production  of image  templates,  screen  savers,  T-shirts  and  other
photographic retail products.


                                       9
<PAGE>


Imageline.  Imageline is a secure  Internet  based image  library,  which allows
customers to create their own secure library of images,  stored  remotely,  with
online access offering  extensive  cataloguing and search features.  Large image
libraries can be compiled for download, use and sale.

NZ Online.  NZ Online is an Internet Service  Provider with  inexpensive  access
charges to the Internet and low service  offerings to  customers.  NZ Online was
built to support customer activities for ImageCraft and is marketed to a limited
number of subscribers.

Fixed  Cellular  Terminals  (FCT).  FCT is software  designed as an  alternative
method of providing telephone services when a conventional wireline telephone is
unavailable, nonexistent or too expensive. FCT uses a cellular telephone network
to  provide  telephone  services  to rural  communities  without  the high  cost
infrastructure of wired based telephone systems.

Multi-Path Alarm  Communicator.  The Multi-Path Alarm  Communicator  allows high
speed reporting of an alarm status to a security monitoring  company,  through a
wireline  telephone  or a  cellular  network.  The  status of the  wireline  and
cellular  networks are  continuously  monitored  and any  irregularities  can be
reported to the monitoring company using the alternative network.

Vehicle  Systems.  Vehicle System is an integrated  computer  system  comprising
three sub-systems, the (i) vehicle data collection unit, (ii) cellular telephone
network,  and (iii) central  computer and application  software.  Vehicle System
provides  a  business  the  ability to track its  vehicles,  store the  gathered
information and transmit the data via a commercial cellular telephone network to
the central computer for analysis.

Smart Comms.  Smart Comms is a short range (50m - 250m) radio frequency wireless
data system suitable for transmitting messages using an existing small broadcast
data  protocol  format.  Smart  Comms  can be used for  security  monitoring  of
buildings.

Stock  Trak.  Stock  Trak  is a  short  range  (25mm -  500mm)  radio  frequency
identification  product  suitable  for tag  device  applications.  Stock Trak is
designed for use by  agricultural  businesses for livestock  identification  and
information tracking.  The electronic data tag provides compliance with proposed
European Union animal health  regulations  governing the origin,  production and
transport of animals.

Sales and Marketing

Our objective is to establish and maintain  leadership in the  e-commerce  sales
and  marketing   information  systems  market.  Our  strategy  incorporates  (i)
targeting  large   multi-national   customers  in  a  comprehensive   number  of
industries;   (ii)  maintaining  and  extending  technology  leadership;   (iii)
strategic  global  alignment;  (iv) exploiting  Intranets and the Internet;  (v)
expanding global sales capabilities; and (vi) advertising and marketing.

Targeting Large Multi-National Customers in a Broad Range of Industries. We have
designed products to satisfy the requirements of multi-national  businesses that
use different distribution methods. Our products and services are intended to be
used on a global basis, provide shared,  up-to-date information for field sales,
telemarketing,  telesales,  marketing, as well as third party resellers. We will
continue to improve our product development,  sales and marketing activities, to
expand acceptance of our products and services.

Maintaining  and  Extending  Technology  Leadership.  Our  products and services
utilize advanced technology  information.  Our software products are designed to
be specifically  designed to satisfy a business'  requirements while maintaining
the ability to improve our products and services.

Strategic  Global  Alignment.  We  will  promote  widespread  acceptance  of our
products  and  services  by the  establishment  of  relationships  with  leading
technology providers and distributors.  We anticipate  developing technology and
marketing  relationships with other businesses in order for us to concentrate on
developing e-commerce products and information systems software.


                                       10
<PAGE>


Exploiting  Intranets  and the  Internet.  Our products  and services  have been
designed to expand the accessibility of information through the use of intranets
and the Internet as a global, low-cost, virtual private network. We believe that
the  Internet  will  enable  an  entire  business  information  base,  currently
available  only to  users  connected  over a local  area  network  or wide  area
network,  to be available  without  geographic  limitation for the low cost of a
local Internet connection. This capability will allow businesses to use informed
sales  professionals  without the expense of physical  offices or private leased
telephone  lines.  We plan to continue to exploit the Internet,  we believe that
the Internet will allow customers to access comprehensive  information that will
recommend and deliver customized  products,  goods and services directly to them
on a worldwide basis.

Expanding  Global  Sales  Capabilities.  We intend to expand  our  global  sales
capabilities  by  increasing  the size of our  direct  sales  division  in major
markets  and  continuing  to recruit  distributors  in other  selected  markets.
Specifically,  we plan to expand our direct sales and  marketing  activities  in
North America, Europe, Asia and Latin America.

Advertising and Marketing.  We will launch a comprehensive  advertising campaign
to introduce our products and services to businesses.

Competition

The market for IT&T products in both Australia and New Zealand is  significantly
competitive and we expect competition to continue to increase significantly. Our
subsidiaries compete with many other providers of IT&T products and services. We
have significant competition from other developers of software-related products,
in addition to other providers of telecommunications  products. Although we have
diversified  our  operations  by the  acquisition  of numerous  businesses  with
different  IT&T  related  services  and  products,  we  still  have  significant
competition,  which may  result in  current  and  future  providers  of  similar
products and services  competing on the basis of price,  which could result in a
reduction of our revenues.

On a global basis, we have  competition  from major software  companies who have
developed "back office" software applications,  such as JD Edwards, Baan, Oracle
and PeopleSoft.  In this competitive  global situation,  we believe that we have
managed to be a significant  competitor in  communications  and  e-commerce.  We
believe  the IT&T  industry is  shifting  to more  customized  products at lower
prices, a better understanding of customer  requirements,  products and services
designed and  developed to satisfy  those  requirements,  and improved  customer
support.

We believe that our  software  products and  services  allow  businesses  to use
customer   information  systems,   product  information   systems,   competitive
information  systems and decision  support  systems on a global  basis.  We have
designed  our  products  and  services  to provide  support  for  interdependent
distribution channels,  including direct field sales, telesales,  telemarketing,
distribution, retail and Internet-based sales.

The market  for our  products  is  significantly  competitive,  subject to rapid
change and is  significantly  affected  by new product  introductions  and other
activities of industry  participants.  Our products and services are targeted at
the  emerging  market  for  sales and  marketing  information  systems.  We have
competition  from  customers'  internal  development   efforts,   custom  system
integration  products,  in addition  to other  software  providers  that offer a
variety of products and services designed for this market.


ITEM 2. DESCRIPTION OF PROPERTY

The following table specifies the descriptions of our properties.


                                       11
<PAGE>

<TABLE>
<CAPTION>
======================================================================================================================
Property                                                Description
----------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>
2150 Scotia One, 10060 Jasper Avenue                    This leased property is our main office .
Edmonton, Alberta, Canada T5J 3R8
----------------------------------------------------------------------------------------------------------------------

Brocker Technology Park                                 This  property  is our main  New  Zealand  location  housing
17 Kahika Road, Beachhaven,                             SealCorp New Zealand, STG, Easy PC, Inprise, 1World, Brocker
Auckland, New Zealand                                   Financial and Tech Support.
----------------------------------------------------------------------------------------------------------------------

4 Bond Street, Grey Lynn                                This leased property houses Pritech's  Auckland  office,  in
Auckland, New Zealand                                   addition to being sub-let to other tenants.
----------------------------------------------------------------------------------------------------------------------

14 Putiki Street, Grey Lynn,                            This  leased  property,   formerly  housing  some  of  STG's
Auckland, New Zealand                                   inventory, is now sublet to a picture framing company.
----------------------------------------------------------------------------------------------------------------------

Level 3, PSA House, 11 Aurora Terrace,                  This  leased  property  houses  the  Wellington  offices  of
Wellington, New Zealand                                 SealCorp New Zealand, Easy PC and Pritech.
----------------------------------------------------------------------------------------------------------------------

2nd Floor, Office No. 10                                This  leased   property   houses   SealCorp  New   Zealand's
Victoria Business Center, Christchurch                  Christchurch office.
----------------------------------------------------------------------------------------------------------------------

Unit 2, 343 Church Street                               This leased property houses the office of ICS.
Penrose, Auckland, New Zealand
----------------------------------------------------------------------------------------------------------------------

Level 2, 25 Dundonald Street, Newton,                   This leased  property  houses the call center  operations of
Auckland, New Zealand                                   PowerCall.
----------------------------------------------------------------------------------------------------------------------

Unit 5, Macquairie View Estate, 112 Talavera Road,      This  leased  property  houses  the  Sydney   operations  of
North Ryde, Sydney, New South Wales, Australia          SealCorp Australia.
----------------------------------------------------------------------------------------------------------------------

Level 8, 48 Hunter Street, Sydney,                      This leased property houses the Sydney operations of Pritech
New South Wales, Australia                              Australia.
----------------------------------------------------------------------------------------------------------------------

Suites 306, 307 and 317, Level 3, 60 City Road,         This leased property houses the Melbourne office of SealCorp
South Bank, Melbourne, Victoria, Australia              Australia and Pritech Australia.
----------------------------------------------------------------------------------------------------------------------

Unit 8, 10 Hudson Road, Albion,                         This leased  property  houses the  Queensland  operations of
Queensland, Australia                                   Sealcorp Australia.
======================================================================================================================
</TABLE>


ITEM 3. LEGAL PROCEEDINGS

None of our companies nor any of their directors, officers and key personnel are
subject to any  litigation,  administrative  or criminal  action which is or has
been  material to our  operations  or  financial  condition,  nor are any of our
companies  or  their  directors,  officers  or key  personnel  aware of any such
litigation or pending action.


ITEM 4. CONTROL OF REGISTRANT

The following table furnishes  information as to the beneficial ownership of the
outstanding  shares of our common  stock held by (i) each person  known by us to
beneficially own more than 10% of the outstanding shares of our common stock and
(ii) all the directors and officers of our companies as a group.


                                       12
<PAGE>


TITLE OF CLASS   NAME AND ADDRESS             NUMBER OWNED   PERCENTAGE OF CLASS
--------------   ----------------             ------------   -------------------

Common Stock     Michael Ridgway,               3,035,848            19.7%
                 President, Director
                 Auckland, New Zealand

Common Stock     Directors and Officers as a    3,629,638            23.5%
                 group

Changes in  Control.  We are not aware of any  arrangements  which may result in
"changes in control" as that term is defined by the provisions of Item 403(c) of
Regulation S-B.


ITEM 5. NATURE OF TRADING MARKET

Shares of the Company's  common stock have been listed and posted for trading on
the Toronto Stock Exchange  (trading  symbol BKI) since February 28, 1998. As of
December  27,  1999,  15 holders of record in the United  States held  3,488,031
shares of the Company's  common stock or 23.44% of the outstanding  shares as of
that date.  Prior to the listing on the Toronto  Stock  Exchange,  shares of the
Company's common stock were listed for trading on the Alberta Stock Exchange.

The following  table specifies the reported high and low sales or closing prices
of the Company's  common stock on the Toronto  Stock  Exchange and Alberta Stock
Exchange for the periods indicated.

================================================================================
             Period                               High                   Low
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
January 1, 2000 - March 31, 2000                 $17.20                 $8.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
October 1, 1999 - December 31, 1999              $12.50                 $4.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
July 1, 1999 - September 30, 1999                 $3.85                 $1.40
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
April 1, 1999 - June 30, 1999                     $1.55                 $1.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
January 1, 1999 - March 31, 1999                  $1.45                 $1.20
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
October 1, 1998 - December 31, 1998               $1.55                 $1.15
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
July 1, 1998 - September 30, 1998                 $1.48                 $1.20
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
April 1, 1998 - June 30, 1998                     $1.76                 $1.25
================================================================================


ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

There are no  governmental  laws,  decrees or regulations in Canada  relating to
restrictions  on the export or import of capital.  However,  the  remittances of
interest,  dividends or other payments to nonresident  holders of our securities
are subject to withholding tax.

There are no  limitations  in the laws of Canada or in our  charter or any other
constituent  documents limiting the right of foreign persons to hold or vote our
securities.  The Investment  Canada Act (the "IC Act") governs the  acquisition,
directly  or  indirectly,  by  non-Canadians  of  control of  existing  Canadian
businesses and the  establishment by  non-Canadians of new Canadian  businesses.
Pursuant to the IC Act, subject to certain exceptions,  a non-Canadian proposing
to acquire direct control of a Canadian business which has gross assets equal to
or in excess of CDN$5  million  must first file an  application  for review with
Investment  Canada, the federal agency responsible for administering the IC Act,
and  receive  approval  for such  investment  from  the  federal  Minister  (the
"Minister")  responsible  for  the  IC  Act.  Approval  is  granted  when  it is
demonstrated, to the Minister's satisfaction, that the proposed investment is or
probably will be of net benefit to Canada.  When the non-Canadian has the status
of a North American Free Trade Agreement  ("NAFTA") investor  (essentially,  any
national or  government  entity of the United States of America or Mexico or any
entity or other prescribed form of


                                       13
<PAGE>


business  organization  which is  controlled  by any such national or government
entity)  for  purposes  of the IC Act or when the  Canadian  business is already
controlled by a NAFTA investor,  that dollar requirement is increased to CDN$150
million  in 1992  "constant  dollars"  (as that term is  defined in the IC Act),
subject to certain  exceptions.  When the gross assets of the Canadian  business
being acquired are less than the applicable  minimum,  the  non-Canadian  person
must file a notice with  Investment  Canada,  either  prior to or within 30 days
following the closing of the acquisition.  Acquisitions subject to notice filing
pursuant to the IC Act are,  subject to certain  exceptions,  not subject to the
review  and  approval  process  pursuant  to  the IC  Act.  There  are no  other
restrictions,  pursuant  to  Canadian  law or  pursuant  to our charter or other
constituent  documents,  on the ability of foreign residents to hold or vote our
securities.  There  are  no  restrictions,  pursuant  to  Canadian  law,  on the
distribution of dividends or other distributions to shareholders residing in the
United States.


ITEM 7. TAXATION

Capital Gains

A non-resident of Canada is not subject to tax pursuant to the Income Tax Act of
Canada ("ITA") in accordance  with a capital gain realized upon the  disposition
of a share  of a public  corporation,  unless  such  share  represents  "taxable
Canadian  property"  to the  holder  thereof.  Our  common  stock is listed on a
prescribed  exchange  and,  therefore,  will be taxable  Canadian  property to a
non-resident  holder  if,  at any time  during  the  period 5 years  immediately
preceding the disposition,  the non-resident holder, non-arms length persons, or
the non-resident, together with all such persons, owned not less than 25% of the
issued  shares  of any  class  of our  capital  stock.  In  the  situation  of a
non-resident  holder  to whom  shares  of our  common  stock  represent  taxable
Canadian  property and who is residing in the United  States,  no Canadian taxes
will be  payable  on a capital  gain  realized  on such  shares,  because of the
Canada-United  States Tax Treaty ("Treaty"),  unless the value of such shares is
derived from real property or natural resources situated in Canada.  However, in
such event, certain transitional relief pursuant to the Treaty may be available.
In certain  circumstances,  the Treaty allows Canada to tax former  residents on
gains from the disposition of taxable Canadian property,  when such property was
owned at the time of their departure from Canada or was received in substitution
therefor in a transaction that is tax-free pursuant to Canadian law.

Withholding

Generally, cash dividends paid by Canadian corporations to non-Canadian resident
shareholders are subject to a Canadian withholding tax of 25%. However, pursuant
to  Article X (2) of the  Treaty,  dividends  paid to a  resident  of the United
States are only  subject to a 15% Canadian  withholding  tax.  Moreover,  if the
United  States  resident  owns 10% or more of the voting  shares of the Canadian
corporation  paying the dividends,  the Canadian  withholding  tax is reduced to
10%. In addition to a dividend  withholding,  interest paid to the United States
resident is subject to a 15% Canadian  withholding  tax,  pursuant to Article XI
(2) of the Treaty.


ITEM 8. SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

Summary Financial Information

The  summary  financial  information  set forth  below is derived  from the more
detailed consolidated financial statements and notes thereto appearing elsewhere
in this Form 20-F.  We maintain our books and records in Canadian  Dollars while
our  subsidiaries  maintain their books and records in New Zealand or Australian
Dollars, as appropriate,  which are then translated to Canadian Dollars. We have
prepared our consolidated  financial  statements  contained in this Form 20-F in
accordance with generally accepted accounting  principles in Canada. See "Report
of  Independent   Auditors"  and  "Consolidated   Financial   Statements".   All
information should be considered in conjunction with our consolidated  financial
statements and the notes contained elsewhere in this Form 20-F.


                                       14
<PAGE>



                                  Periods Ended
                      (in thousands, except per share data)
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                        December 31,    March 31,       March 31,      March 31,      March 31,       March 31,
                           1999           1999            1998           1997           1996            1995
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>             <C>            <C>            <C>             <C>
Revenue                  $109,817       $133,303        $70,811        $50,110        $22,932         $3,931
------------------------------------------------------------------------------------------------------------------
Gross Profit              $13,986       $17,691         $14,401         $9,099         $5,489          $814
------------------------------------------------------------------------------------------------------------------
Net Income                 $(91)          $515           $797            $838           $323          ($146)
------------------------------------------------------------------------------------------------------------------
Net Income Per Share      $(0.02)         $.03           $.06            $.06           $.04          ($.02)
------------------------------------------------------------------------------------------------------------------

<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Balance Sheet Data      December 31,    March 31,       March 31,      March 31,      March 31,       March 31,
                           1999           1999            1998           1997           1996            1995
--------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
Total Assets                $58,172       $50,687         $32,499        $19,926        $11,725         $8,223
--------------------------------------------------------------------------------------------------------------------
Long Term Debt              $2,018         $2,285          $881            $115           $111          $1,080
--------------------------------------------------------------------------------------------------------------------
Total Liabilities           $41,964       $44,018         $26,658        $14,042         $7,123         $7,382
--------------------------------------------------------------------------------------------------------------------
Shareholders' Equity        $16,208        $6,669         $5,842          $5,884         $4,602          $841
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The  information  for the period ended December 31, 1999 are for the nine months
then ended.  The information for the periods ended March 31 of 1999,  1998, 1997
and 1996 are for the years then  ended.  The  information  for the period  ended
March  31,  1995 are for the seven  months  then  ended,  due to a change in our
fiscal year end.

Exchange Rate

The  following  table  sets  forth the  exchange  rate for one  Canadian  Dollar
expressed  in terms of one United  States  Dollar for the past four years ending
December 31, 1998.

                             Year Ended December 31

--------------------------------------------------------------------------------
              Year's High      Year's Low     Year's Average    Year's Close
--------------------------------------------------------------------------------
1998             $1.57            $1.40            $1.48            $1.53
--------------------------------------------------------------------------------
1997             $1.43            $1.33            $1.38            $1.42
--------------------------------------------------------------------------------
1996             $1.38            $1.33            $1.36            $1.36
--------------------------------------------------------------------------------
1995             $1.42            $1.32            $1.37            $1.36
--------------------------------------------------------------------------------

The  exchange  rates are based on  monthly  averages  published  by the  Federal
Reserve  for the noon  buying  rate in New York  City for  cable  transfers  and
foreign currencies as certified for customs purposes by the Federal Reserve Bank
of New York.  As of December  27,  1999,  the  exchange  rate was 1.46  Canadian
Dollars for one U.S. Dollar.

Dividends

To date,  we have paid no  dividends  on our Common Stock and we have no current
plans to pay dividends for shares of our common stock in the future.

Our Series A Preferred Shares,  which have now been fully redeemed or converted,
were paid a  preferred  dividend  rate of 6.5% per year.  During the fiscal year
ended march 31, 1999  dividends of $163,322  were paid on the Series A Preferred
Shares.


                                       15
<PAGE>


ITEM 9. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

We maintain  our books and records in Canadian  Dollars  while our  subsidiaries
maintain  their  books and  records in New  Zealand or  Australian  Dollars,  as
appropriate,  which are then translated to Canadian Dollars. Except as otherwise
specified in this Form 20-F,  all monetary  amounts  specified in this Form 20-F
have been  presented in Canadian  Dollars.  We have  prepared  our  consolidated
financial  statements  contained in this Form 20-F in accordance  with generally
accepted accounting  principles in Canada. See "Report of Independent  Auditors"
and "Consolidated Financial Statements." All information should be considered in
conjunction with our consolidated  financial  statements and the notes contained
elsewhere in this Form 20-F. Significant  differences between generally accepted
accounting  principles  in Canada and in the United States are disclosed in Item
17.

CURRENT TRENDS AND EVENTS SUBSEQUENT TO AUDITED FINANCIAL STATEMENTS.

COMPARISON  OF NINE MONTHS  ENDED  DECEMBER  31,  1999 TO THE NINE MONTHS  ENDED
DECEMBER 31, 1998

Results of Operations


     Revenues.  Our  revenues  were  $109.8  million  in the nine  months  ended
December 31, 1999,  representing an increase of 12.1% over our revenues of $98.0
million in the comparable  period in 1998. Our distribution  business  accounted
for  approximately  93% of our total  revenues  during  the 1999  period and 93%
during the 1998 period.

     The increase in our revenues in the 1999 period  principally  reflected the
net effect of the following changes relating to our distribution business.

     1.   Our  revenues in Australia  from the  distribution  of  computer-based
          technology  products  increased by approximately  $23.5 million.  This
          increase  reflected a combination  of internal  growth and growth from
          acquisitions of approximately $9 million

     2.   Our revenues in New Zealand from the  distribution  of  computer-based
          technology  products  decreased by  approximately  $4.7 million.  This
          decrease  principally  reflected  the  fact  that,  when  the  Digital
          Equipment Corporation was acquired by Compaq in June 1998, we lost our
          exclusive  right  to  distribute  Digital  personal  computers  in New
          Zealand  and  instead  obtained a  non-exclusive  right to  distribute
          Compaq personal  computers.  As a result, we began to face competition
          from three other  authorized  Compaq  distributors.  In addition,  our
          revenues were negatively impacted because towards the end of 1999 some
          customers  reduced  their  purchases  due to  concern  over  Year 2000
          issues.

     3.   Our revenues in New Zealand from the distribution of telecommunication
          products   decreased  by  approximately  $9  million.   This  decrease
          primarily  reflected the fact that a new competitor entered the market
          in February 1999

     During the periods under  discussion,  the revenues from our other business
lines were  approximately as follows:  (i) computer  consulting ($4.4 million in
the 1999 period and $4.1 million in the 1998 period);  (ii) proprietary software
applications  ($1.9  million  in the 1999  period  and $1.4  million in the 1998
period);  and (iii) technical services ($0.1 million in the 1999 period and $1.9
million in the 1998 period).

     During 1999,  substantially all of the revenues relating to our proprietary
software  applications were attributable to certain call center services that we
provide for a fee. These services are provided  using our  proprietary  software
and,  accordingly,  revenues from these service are  classified as being part of
our proprietary software business.


                                       16
<PAGE>


     Gross  Margin.  On an overall  basis our gross  margin as a  percentage  of
revenues was constant at 13.1% during both periods  under  discussion.  However,
the gross margin as a percentage  of revenues of our business  lines  changed as
discussed below:

     1.   The gross  margin of our  distribution  business  increased to 9.3% of
          revenues  in the  1999  period  from  9.0% in the  1998  period.  This
          increase primarily  reflected the fact that  computer-based  products,
          which generally have a higher margin than telecommunication  products,
          accounted  for a  greater  percentage  of our  sales  mix in the  1999
          period.

     2.   The gross  margin of our  consulting  business  increased  to 43.0% of
          revenues  in the 1999  period  from  37.0% in the  1998  period.  This
          increase  primarily  reflected  the  fact  that we  expanded  into the
          Australian  market in 1999 and were able to achieve  higher margins in
          this market.

     3.   The gross margin of our  proprietary  software  business  decreased to
          42.3% in the 1999  period  from 53.1% in the 1998  period,  reflecting
          higher costs in connection with our call center operation.

     4.   The gross margin of our technical services business decreased to 68.0%
          in the 1999  period  from 73% in the 1998  period,  reflecting  higher
          costs.

     Operating  Expenses and Operating Income.  Our operating expenses increased
to $13.9  million,  or 12.7% of revenues,  in the nine months ended December 31,
1999,  from $12.1 million,  or 12.4% of revenues,  in the  comparable  period of
1998.  Our operating  expenses in the 1999 period  included  approximately  $2.0
million of expenditures  related to the development of our proprietary  software
applications  up from $1.1 million in the 1998 period.  These  expenditures  are
expected to provide benefits in future periods as we commercialize our products,
but negatively impacted our results in 1999 and 1998.

     Set forth below is additional  information concerning certain components of
our operating expenses:

     1.   Depreciation and Amortization.  These expenses  decreased to $889,802,
          or 0.8% of revenues,  in the 1999 period from $1.3 million, or 1.2% of
          revenues,  in the 1998  period.  This  decrease  in the 1999 period is
          primarily  attributable to the fact that certain assets carried on our
          1998  balance  sheet  related to our leasing of equipment to customers
          are now treated as off-balance  sheet items for the reasons  discussed
          in note 7 to our consolidated  financial statements included elsewhere
          herein.

     2.   Net interest  expense.  Our net interest expense increased to $845,120
          in the 1999 period from $779,281 in the 1998 period. This increase was
          primarily  attributable  to (1) long-term  mortgage  financing that we
          incurred in October 1998 when we acquired a new headquarters facility,
          (2) increased borrowing required to support our revenue growth in 1999
          and  (3)  increased  interest  payable  to our  vendors  due  to  late
          payments. This increase was partially offset by the fact that interest
          charges  recorded  in 1998  relating to our  leasing of  equipment  to
          customers  were not  recorded  in 1999  because  these  leases are now
          treated as off balance sheet items for the reasons discussed in note 7
          to our consolidated financial statements included elsewhere herein.

     3.   Salaries and Commissions. These expenses increased to $7.9 million, or
          7.1% of revenues,  in the 1999 period,  from $5.4 million,  or 5.5% of
          revenues,   in  the  1998  period.   This  increase  was   principally
          attributable to growth in headcount throughout our organization due to
          acquisitions and additional  hiring.  We believe that this increase in
          personnel is necessary to support our future growth and should provide
          benefits in future periods.

     4.   Other Operating Expenses. These expenses were $4.3 million, or 3.9% of
          revenues, in the 1999 period and $4.7 million, or 4.8% of revenues, in
          the 1998 period.  Other operating expenses in the 1999 period included
          a $160,000  write-down in the value of certain computer equipment held
          for


                                       17
<PAGE>

          rental to customers.

     Operating  Income.  Our operating  income  decreased to $78,795 in the 1999
period from $0.7 million in the 1998 period,  primarily  reflecting the increase
in our operating expenses as a percentage of revenues discussed above.

Equity accounted losses of associated company.  These losses amounted to $67,256
in the 1999 period and $67,177 in the 1998 period.  These losses  represent  our
share of the losses of Highway Technology  Limited, a company in which we have a
20% equity interest.

Liquidity and Capital Resources

     Recent Financing Transactions

Set forth below is information concerning certain financing transactions that we
completed subsequent to March 31, 1999:

     1.   In July  1999,  we sold in a private  placement  1,000,000  units at a
          price per unit of either  $1.25 or $1.00.  Each unit was  comprised of
          (1) a common share and (2) a warrant to purchase an additional  common
          shares at a price of $1.25 per share.  We received  gross  proceeds of
          $1.1 million from this transaction.

     2.   In December  1999, we sold in a private  placement  1,800,000  special
          warrants  at a price  per  special  warrant  of  $2.70.  Each of these
          warrants may be exchanged,  without additional consideration,  for one
          common share plus a warrant to purchase  one-half of a common share at
          a price of $1.575 per one-half  share.  We received  gross proceeds of
          $4.9  million  from  this   transaction.   In  connection   with  this
          transaction,  we issued  agents'  options to purchase  486,000  common
          shares at an exercise price of $3.15 per share.

     3.   In January  2000,  we sold in a private  placement  1,800,000  special
          warrants  at a price  of  $6.25  per  special  warrant.  Each of these
          warrants may be exchanged,  without additional consideration,  for 1.1
          common share.  We received  gross  proceeds of $11.3 million from this
          transaction.  In  connection  with  this  transaction,  we issued to a
          broker a warrant to  purchase  228,400  common  shares at an  exercise
          price of $6.25 per share.

Our  aggregate  net proceeds from the  financing  transactions  described  above
amounted to approximately $15.8 million.

Funding of Our Operations.  In the nine months ended December 31, 1999, compared
with the nine months to December 31, 1998,  the cash generated from our business
was not  sufficient  to  completely  fund the cash outlays  associated  with our
business.  More  specifically,  our cash from operating  activities was negative
$3.6 million,  compared  with a positive 2.5 million in 1998,  and our cash from
investing  activities was negative  $886,913 compared to negative 4.9 million in
1998. We  principally  funded our 1999 cash  shortfall  from the proceeds of the
financing  transactions described above while mortgage finance was raised during
1998 to fund the purchase of new premises in  Auckland,  New Zealand  which gave
rise to the negative cash flow from investing activities during that period.


We had  cash-on-hand  of  approximately  $6.8  million  as of  March  31,  2000,
representing the remaining net proceeds of the financing  transactions described
above.  We estimate that our currently  available cash resources are adequate to
support our existing  operations at their current  levels for the next 12 months
without  additional  financing.  However,  we plan to seek additional  financing
before  then in order  to grow  our  business.  More  specifically,  we may seek
additional  financing  for a variety of purposes,  including  (1)  expanding our
product  development  efforts,  (2)  marketing our  proprietary  product and (3)
making  additional  acquisitions.  We  cannot,  however,  be  certain  that  any
additional  financing  will be available or, if available,  will be available on
terms that are satisfactory to us.


                                       18
<PAGE>


Our  Accounts  Receivable  Financing  Facility.  In July  1999,  we  obtained  a
financing  facility  from The  National  Bank of New  Zealand  that allows us to
borrow,  on a revolving  basis, up to 80% of the value of our eligible  accounts
receivable.  The maximum amount that can be  outstanding  under this facility at
any time is New Zealand $20 million (equivalent to Cdn. $15.0 million,  based on
the exchange rate on December 31, 1999).  Outstanding  loans under this facility
bear interest at a floating rate of interest equal to 0.5% above the 90 day bank
rate. As of April 20, 2000, the outstanding amount under this facility was $13.7
million and the applicable interest rate 6.4%.

Certain Balance Sheet Changes.

Set forth below is certain  information  concerning  changes in our December 31,
1999 balance sheet relative to our March 31, 1999 balance sheet.

We completed a number of financing transactions subsequent to March 31, 1999, as
described  above.  These  transactions are the principal reason why (1) our cash
increased to $5.4 million at December 31, 1999, from zero at March 31, 1999, (2)
our  working  capital  increased  to $8.4  million at  December  31, 1999 from a
deficit of $330,247 at March 31, 1999 and (3) our shareholders' equity increased
to $16.2 million at December 31, 1999 from $6.7 million at March 31, 1999.

During the nine months ended  December 31, 1999, we borrowed  under our accounts
receivable financing facility and used the proceeds to reduce our payables. This
is the principal reason why (1) our financing facility indebtedness increased to
$11.1 million at December 31, 1999, from $3.2 million on March 31, 1999, and (2)
our  accounts  payables  decreased to $23.9  million at December 31, 1999,  from
$36.6 million on March 31, 1999.

Our deferred  development  costs increased to $1.5 million at December 31, 1999,
from $1.3  million  on March  31,  1999.  This  increase  principally  reflected
deferred development costs relating to our Supercession product.

COMPARISON OF LAST THREE FISCAL YEARS:

COMPARISON OF YEAR ENDED MARCH 31, 1999, TO YEAR ENDED MARCH 31, 1998

Liquidity and Capital Resources. Our total assets increased approximately 56% to
$50.7  million  during the fiscal year ended  March 31, 1999 from $32.5  million
during the fiscal year ended March 31, 1998. Our total current assets  increased
approximately  55% to $41.4 million from $26.6 million.  The increase in current
assets  resulted  from  (1) the  65%  increase  in our  accounts  receivable  to
approximately  $23  million  and  (2) a  58%  increase  in  our  inventories  to
approximately  $15.3  million.  The  increases  in our accounts  receivable  and
inventories   correspond  favorably  with  increased  sales,  with  our  revenue
increasing  88% in fiscal year ended March 31,  1999,  compared to the  previous
year.

Our current  liabilities  have  increased  from $25.8 million in the fiscal year
ended March 31, 1998 to $41.7  million in the fiscal year ended March 31,  1999,
an increase of $15.9  million or 62%. The major  components of this increase are
(i) $1,189,000 of our current  liabilities had no  corresponding  amount in 1998
because a number of companies  were either formed or acquired  during the fiscal
year ended March 31, 1999, (ii) current  liabilities for Sealcorp Australia rose
to $9,734,000,  and increase of 211% compared to the fiscal year ended March 31,
1998, which matched the 76% increase in Sealcorp  Australia's  value of products
and services sold,  (iii) Sealcorp  Australia  negotiated  extended credit terms
with key suppliers, due to the need to carry higher levels of stock in a rapidly
expanding  market,  (iv) the current  liabilities  of STG increased 39% to $22.5
million compared to the fiscal year ended March 31, 1998, which was again due to
the rapid growth in this  business  where the value of products  sold  increased
397% from 1998 to 1999, and (v) the general increase in business activity of all
business units together with our extension of credit terms to despite increasing
cash flow requirements.

The increase in our long term debt from  $881,070 to $2.3  million  results from
Brocker NZ's  purchase of new  premises in  Auckland,  New Zealand on October 1,
1998.  The  purchase  price of NZ$3.825  million  was  financed by a mortgage of
NZ$3.045 million. As of March 31, 1999, the outstanding balance of that mortgage
was


                                       19
<PAGE>


approximately NZ$2.9 million. The new premises have allowed the consolidation of
our operating  businesses to one location and provides ample space for continued
growth.

Certain of the customers of Easy PC obtain financing of their purchases  through
an arms' length financing  company.  Prior to March 1999, Easy PC was exposed to
recourse from the individual finance  agreements and the financing  arrangements
together with the associated assets reflected on our balance sheet. During March
1999,  the terms of the  arrangement  between Easy PC and the financing  company
were changed and Easy PC was  released  from  substantially  all of the recourse
from the individual  finance  agreements and,  accordingly,  the liabilities and
associated assets were eliminated from our balance sheet.

The amount of our working capital  decreased from $810,699 in 1999 to ($330,247)
with a  significant  increase in our current  liabilities.  We completed a fully
subscribed private placement of 1,000,000 units,  consisting of one share of our
common stock and one  non-transferable  warrant entitling the holder to purchase
one share of our common stock, to raise proceeds of $1,070,000  which introduced
additional equity to increase our working capital.  We have continued to receive
cash from operations,  and we anticipate  being able to fund current  operations
and  capital   expenditures   with  existing  cash  and  short  term   financial
arrangements.  We anticipate that additional  funds will be required to sell and
market our intellectual property products on a global basis.

Results of  Operations.  For the fiscal year ending March 31, 1999,  our revenue
increased approximately 88.3% from $70.8 million in fiscal year ending March 31,
1998 to  approximately  $133.3 million in fiscal year ending March 31, 1999. Our
New  Zealand  based  revenues  spurred  by the  growth in the  mobile  telephone
marketplace  increased  to $109.9  million in fiscal year ending March 31, 1999,
which  comprised more than 82% of our total  revenues.  Our Australian  revenues
increased  approximately  73% from  approximately  $13.5  million in fiscal year
ending March 31, 1998 to $23.4 million in fiscal year ending March 31, 1999.

Our gross profit increased to approximately  $17.7 million, an increase of 22.8%
over the fiscal year ending March 31, 1998. The increased  gross profit business
in absolute  terms is a result of  increased  operations.  The  decreased  gross
profit percentage is a result of the size of the telecommunications distribution
business which generates low margins in comparison to other business units.  The
margin of this business is low due to the equally low business risks in relation
to other business units.

The increase in our  depreciation  and  amortization  expense at  $2,010,703  is
because the  increase  in our assets and the  increased  information  technology
depreciation  following the  implementation of the software systems developed by
PeopleSoft.  Our net interest expense  increased to  approximately  $1.4 million
which was a result of (1) the  financing of our new  premises in  Auckland,  New
Zealand,  and (2) the increase in interest payments for the increased borrowings
during the period.

Our other expenses  accounted for  approximately  $7 million,  a 66.7% increase.
This is due to our acquisitions of PowerCall, ImageCraft, Easy PC, Pritech and 1
World.  Our  product  and  development  expenses  also  increased  over the year
resulting from our emphasis on the  development  of e-commerce  and  information
management in software products.

Our net  earnings of $514,814  were  reduced by 35.4%  compared to the  previous
year.  The primary  reason for the  decrease in net earnings is that we invested
significantly  in  product   development,   specifically,   the  development  of
e-commerce and information management software products.  Accordingly,  earnings
per share were reduced similarly to $.03 per share.

Acquisitions.  On May 15,  1998,  Brocker NZ acquired  Pritech for initial  cash
consideration  of NZ$265,620.  The purchase price was determined to be an amount
equal to the net profit  earned by Pritech for the fiscal  year ended  September
30, 1998,  multiplied by 4. Additional  consideration,  however, is only payable
based on the cash received by Pritech for the fiscal years ending  September 30,
1999 to 2000.  Therefore,  any additional  purchase  price must be  subsequently
earned by Pritech,  during that period, before such additional purchase price is
payable.  Any  additional  purchase  price will be paid by the  issuance  by the
Company of shares of the Company's common stock.


                                       20
<PAGE>


On June 16, 1998,  Brocker NZ acquired 1World for initial cash  consideration of
NZ$103,750.  The maximum  purchase price was determined to be an amount equal to
the net  profit  earned by 1World  for the  fiscal  year  ended  March 3,  1999,
multiplied by 4. Additional consideration, however, is only payable based on the
cash  received by 1 World for the fiscal  years  ending  March 31, 2000 to 2001.
Therefore,  any  additional  purchase  must be  subsequently  earned by 1 World,
during that period,  before any such purchase  price is payable.  Any additional
purchase  price  will be paid by the  issuance  by the  Company of shares of the
Company's common stock.

On February 8, 1999,  SealCorp Australia acquired the net assets of Q*Soft for a
cash consideration of AU$150,000.

COMPARISON OF YEAR ENDED MARCH 31, 1998 TO YEAR ENDED MARCH 31, 1997

Liquidity and Capital Resources. During the comparison period, our total current
assets increased  approximately  56% from $17 million at March 31, 1997 to $26.6
million  at March 31,  1998.  The  majority  of that  amount is  represented  by
accounts  receivable,  which  increased  approximately  56% from $8.9 million at
March 31, 1997 to $13.9  million at March 31, 1998.  This increase was primarily
due to the significant  increase in our sales in the latter months of the fiscal
year ended March 31, 1998, compared to the same period in the prior year, due to
the successful  negotiation of a contract to distribute  cellular technology for
Telecom New Zealand  Limited.  The other  increase was in our  inventory,  which
increased  from $6.1 million to $9.7 million during the  comparison  period,  an
increase of approximately  58%. Our increased  inventory was required because of
more turnover  anticipated  for the first quarter of the new year, a significant
increase from the comparable period in the previous year.

Our current  liabilities  increased  from  approximately  $13.9 million to $25.8
million  during the  comparison  period,  which was  primarily a result of a 60%
increase in our accounts  payable (from $10.9 million to $17.4  million) and was
comparable to the increase in our inventory  (increased by  approximately  58%).
The  inclusion of $1.0 million in  liabilities  results from our rental  finance
liability  (which totaled $1.9 million),  whereas the offsetting  asset entry of
$1.9  million was  included in capital  assets.  Including  the entry in capital
assets,  as opposed to current assets,  which affects the funds specified as our
working capital, was required pursuant to relevant accounting standards.

In addition, our current asset financing facility increased from $1.0 million to
$5.8  million  during the  comparison  period to  finance  our  working  capital
requirements.  We were  required  to replace  financing  provided by a financial
institution that was withdrawing from the New Zealand market.  We negotiated new
financing on more favorable terms and conditions with a decreased  interest rate
and an increased credit limit.

Our  working  capital  decreased  from $3.1  million  at March 31,  1997 to $1.3
million at March 31, 1998, a reduction of approximately 58%. Although our assets
increased significantly,  there was an even greater increase in our liabilities,
an increase of  approximately  85%. The increase in our liabilities  principally
relates to the increase in our accounts  payable referred to above. We recognize
that,  to continue our growth,  additional  funds were  required for our working
capital.

Our total assets  increased from $19.9 million to $32.5 million,  or an increase
of approximately  63%. Our balance sheet specifies an increase in capital assets
of $2.5 million to $3.7 million  during the  comparison  period,  an increase of
approximately  213%.  However,  $1.9  million  of  this  amount  relates  to the
off-setting  rental finance liability  referred to above. The $1.9 million entry
resulted  in an actual net  increase  in  capital  assets of $2.5  million,  the
majority of which was invested in computer  hardware as part of the  information
services upgrade completed by us during the fiscal year ended March 31, 1998.

Results of Operations.  We experienced a significant increase in revenues,  with
sales for the fiscal  year ended  March 31,  1998  totaling  $70.8  million,  an
increase of approximately  41.3% over the $50.1 million achieved in the previous
year. Sales in our Australian  operations increased by approximately 14% for the
fiscal year ended March  31,1998,  compared to sales achieved in the fiscal year
ended March 31, 1997. In our New Zealand  operations,  where the majority of our
revenue  is  earned,  sales  increased  50% from  $38  million  to $57  million.
Decreased  per


                                       21
<PAGE>


unit sales prices for  computer  hardware  were offset by increased  volumes and
additional  sales,  in addition to revenue from services such as consulting  and
training activities.

Our gross  profit  increased  from $9.1  million  to $14.4  million  during  the
comparison period (an increase of approximately 58.3%) and our gross profit as a
percentage  of our sales  increased  from 18.2% in the previous year to 20.3% in
the fiscal year ended March 31,  1998.  The  increase  was  achieved in spite of
declining gross profit  percentages  industry-wide in the computer  distribution
business.   Our  increased  gross  profit  percentage  is  attributable  to  our
acquisition  strategy of expanding computer  distribution and develop additional
sales using  relationships  with  suppliers and  customers.  Apart from Sealcorp
Telecommunications  Group Limited, a company  established to distribute cellular
technology  and  which  operates  at a low  margin,  we  continued  to invest in
companies in associated segments of the technology business, our emphasis was on
operations with increased gross profit percentages.

The increase in our depreciation and amortization expense (an increase from $0.4
million to $1.7 million) is a result of the inclusion of depreciation associated
with assets financed using a recourse  arrangement  with an independent  finance
company for one of our acquisitions  during the fiscal year ended March 31, 1998
(Easy PC Ltd.). That increased  depreciation is $0.9 million,  with $0.2 million
included in our net  interest  expense  amount.  These  amounts are off-set by a
comparable in our revenue of $1.1  million.  Our balance sheet was also affected
by the total recourse debt of $1.9 million included in our  liabilities,  with a
comparable  figure included in our capital assets.  The potential  defaults were
not considered significant, considering the risk of 421 individual contracts and
the minimal losses  experienced.  We experienced 7 defaults with the total write
offs totaling $7,000 during the fiscal year ended March 31, 1998.

Our  interest  expenses  increased  from  $0.2  million  to $0.7  million,  as a
consequence  of (1)  our  increased  working  capital  requirements  to  support
increased borrowings, as a result of increased revenue, and (2) the treatment of
Easy PC Ltd.,  as  specified  above.  Our other  expenses,  including  salaries,
commissions and other operating expenses increased by approximately 48%.

Our net income of $0.80 million decreased from the $0.84 million achieved in the
prior comparison year, a decrease of 4.9%. Although our net income was less than
our  anticipated  net income,  we believe that the strategies  implemented by us
during the fiscal year ending March 31,  1998,  should  ensure  results from our
acquisitions  and  activities in fiscal year ended March 31, 1999 and subsequent
years.  Our first  quarter  results  for the fiscal  year ended  March 31,  1999
supports this belief, with our net income increasing from $4,085 to $329,703 for
the comparable period. Earnings per share at $0.06 per share were at the same as
last year,  which was a continuation  of the continual  increase in earnings per
share for the years 1994 to 1997.

Acquisitions.  At the  outset  of the  fiscal  year  ended  March 31,  1998,  we
completed the  acquisition  of ICS, a company with revenue from the servicing of
telecommunications  equipment.  ICS also has  opportunities  for the  design and
development of cellular based telecommunications  products. ICS has sales in the
Australian  telecommunications market and we anticipate increasing the number of
our global customers.

A similar  business  existed in  Powercall  (acquired  by us in May 1997)  where
revenue  was  earned  from call  center  operations,  with  product  development
concentrated on computer telephony integration.

We identified the rental and leasing of computer equipment as a complementary to
our primary technology. In July 1997, we completed the acquisition of Easy PC, a
company  specializing in full service rental and leasing operations for computer
equipment.

With our  intent to  establish  a larger  international  market  for some of our
products,  we have  identified  various  acquisition  opportunities  of start-up
operations.  The  acquisition of Image Craft was determined to be an opportunity
for us to enhance Image Craft's digital  imaging  products and the services that
had been  established  in New Zealand,  and promote these  products and services
internationally.  Subsequent to our  acquisition of Image Craft, a new operation
has been established in Australia and we are negotiating  opportunities in North
America. At the conclusion of the fiscal year ended March 31, 1998, we completed
2 acquisitions (Pritech and


                                       22
<PAGE>


Microchannel   Ltd.)  which  provided  us  with  additional   opportunities   in
distribution  of products,  in addition to project  management,  consulting  and
training services, based upon Lotus products. These acquisitions,  also, provide
additional international marketing and distribution opportunities.

Our  presence  in  Australia  has  increased  from an initial  sales  office and
distribution  operation  for  SealCorp  Australia  to include  the  distribution
operations  from  the  various  companies  which  we  have  acquired,  including
Sourceware,  TGE and 1World.  Although  there was a $0.4 million loss for fiscal
year ending March 31, 1998, the second half of the year was profitable. Based on
the results  for the first  quarter of fiscal year  ending  March 31,  1999,  we
believe that our Australian operations will be profitable.

Impact of the Year 2000.  The Year 2000  (commonly  referred to as "Y2K")  issue
resulted  from the fact that many  computer  programs  were  written  using two,
rather than four,  digits to identify the  applicable  year.  As a result,  many
people were concerned that computer programs with time-sensitive  software might
recognize  a two digit code for any year in the next  century as related to this
century. For example,  "00", entered in a date-field for the year 2000, might be
interpreted as the year 1900,  resulting in system  failures or  miscalculations
and  disruptions  of  operations,  including,  among other  things,  a temporary
inability to process transactions or engage in other normal business activities.
While  companies and  governments  in the United States spent an estimated  $150
billion to $225 billion repairing the problem,  countries like Russia and China,
which spent relatively minor amounts,  seemed to clear the New Year's Day hurdle
with equal  success.  Major news media in the United States are reporting  that,
after  years of work and  billions  of  dollars  spent  repairing  the Year 2000
computer glitch, the technological tranquility of New Year's Day 2000 has raised
a new concern that the United  States and other  countries  overreacted  to this
problem.  While it is still too soon to state positively that the Y2K transition
has passed without  mishap,  we believe that Y2K issues will not have a material
adverse affect on our business.


ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Potential Risks and Uncertainties

General and  Economic  Risk.  Our New  Zealand  operations  represent  the major
geographical  component  of our  business.  Last  year  New  Zealand  operations
contributed  approximately  82.4 % of our  turnover for the year ended March 31,
1999, and,  accordingly,  represents one of the major considerations in terms of
future uncertainties.  Our operations have not been detrimentally  influenced by
the Asian financial  situation.  Despite the media focus on negative issues,  we
believe  the  underlying  fear of the Asian  financial  situation  significantly
impacting the New Zealand  economy may have been over  emphasized.  For example,
New  Zealand's  export  earnings  are up on last  year.  New  markets  have been
developed  for  exports,  and New  Zealand  has  become  an  attractive  tourism
destination to other nationalities.

We believe the continued  acceptance  of  technology-based  products,  including
computers  and cellular  telephones,  has  indicated no sign of declining to the
point of impacting us.

Industry and Market  Risk.  The computer  industry  has  experienced  decreasing
prices as  technological  developments  continue  to evolve  and the  margins on
products  decrease.  Recognizing  this trend  some time ago,  we  embarked  on a
program to increase the products we distribute,  in addition to the  traditional
personal  computer  hardware and software that previously formed the majority of
our business.

Currency  and Exchange  Rate Risk.  We hedge normal  trading  arrangements  when
possible,  by purchasing  using the currency of sale.  For example,  New Zealand
operations  purchase  in New  Zealand  Dollars,  even for  goods  supplied  from
Australia  or Asia.  Major  suppliers  to  SealCorp  and STG use this  practice.
However,  for some vendors this is not always possible and, in those  situations
of significant  risk, we purchase foreign currency risk insurance,  particularly
where purchases are made to satisfy specific sales contracts.


                                       23
<PAGE>


Apart  from  trading  arrangements,  our key  currency  exposures  relate to the
geographic  location of the assets of our  operations in New Zealand,  Australia
and Canada.  During recent times,  fluctuations in exchange rates have adversely
impacted the value of our assets when denominated in Canadian Dollars.

We have  occasionally  used a very limited number of forward exchange  contracts
and currency options to hedge purchases of inventory in foreign currencies.  Our
exchange rate commitments are intended to minimize the exposure to exchange rate
movement  risk on the cost of our  products and on the price we are able to sell
those products to our customers.  We do not use foreign exchange instruments for
trading or any other purpose.

The only risk inherent in using forward  contracts is the potential that the New
Zealand  Dollar will move favorable  against the foreign  currency that has been
hedged.  This is an  opportunity  cost,  which is mitigated by the  certainty of
pricing  that  results  from the hedge,  which is of course  the  purpose of the
transaction, to remove the downside risk.

No  forward  exchange  contracts  have been  entered  into  during  the  current
financial  year.  During the fiscal year ended March 31, 1998, the average value
of these forward contracts  amounted to NZ$1,232,000 and were entered as a hedge
against  New  Zealand  purchases  made in  Australian  dollars.  Since  then the
majority  of our major  suppliers  have  changed  from  invoicing  in their home
currency,  to  invoicing  in New  Zealand  Dollars.  This should  eliminate  our
exchange  risk on the  transactions  and,  therefore,  eliminates  the  need for
foreign exchange hedging.

Reliance on Telecom New Zealand

     Our business  relating to the  distribution  of wireless  telecommunication
products is primarily  dependent  upon our  agreement  with Telecom New Zealand.
Sales of wireless  telecommunication  products under this agreement  represented
approximately  57% of our revenues for the fiscal year ended March 31, 1999. The
termination or non-renewal of this agreement,  or a reduction in sales under it,
would have a material  adverse  affect on us. Telecom has entered into a similar
arrangement  with another  company,  which is now in competition with us in that
market.

     The  agreement  with  Telecom is also  important  to us  because  under the
agreement:  (i)  Telecom is  required  to  protect us against  many of the risks
associated  with this  business,  such as bad debts,  product  obsolescence  and
excess  inventory;  and (ii) we are  required  to limit  our net  profit  margin
percentage,  from  this  business  to a level  lower  than is  typical  for this
industry.


ITEM 10. MANAGEMENT

Our Directors and Officers

Michael B.  Ridgway of Auckland,  New Zealand has been both our Chief  Executive
Officer of the Company  and a member of our Board of  Directors  since  December
1994. Prior to 1994, Mr. Ridgway was the Managing  Director of SealCorp Computer
Products  Limited  (which is now a subsidiary of the Company) since 1987 when he
founded  SealCorp.  SealCorp  was sold to us in 1994 and is now the main trading
subsidiary.

Richard  Justice of  Auckland,  New  Zealand  has been both our Chief  Financial
Officer  and a member of our Board of  Directors  since  September  1997 and was
appointed Chief Operating  Officer in October 1999.  Prior to be appointed Chief
Financial Officer, Mr. Justice was the Financial Controller of SealCorp Computer
Products Limited since 1993. Mr. Justice has held various  management  positions
with distribution  corporations prior to establishing Abacus Management Services
Limited,  a  consultancy  corporation.  Mr.  Justice  completed  his  Masters of
Business Administration from Auckland University in 1990 and has been a licensed
accountant in New Zealand since 1979.

Casey J. O'Byrne of  Edmonton,  Alberta has been our Chairman of the Board since
November  1998  and has been a  member  of our  Board  of  Directors  since  our
incorporation  in November 1993. Mr. O'Byrne is a lawyer and has


                                       24
<PAGE>


been  practicing  with the firm of  Tarrabain  O'Byrne  & Company  in  Edmonton,
Alberta since 1990. Mr. O'Byrne has been practicing law in Alberta, Canada since
he  graduated  from the  University  of  Cambrensis  School of Law in the United
Kingdom in 1984.

Andrew J.  Chamberlain,  of Edmonton,  Alberta is our Corporate  Secretary since
being  appointed  in November  1998 and was elected to our Board of Directors on
December 14, 1999. Mr.  Chamberlain is a lawyer and has been practicing with the
firm of Chamberlain-Hutchinson  in Edmonton,  Alberta since 1997. Prior to 1997,
Mr.  Chamberlain  practiced  law in Alberta,  Canada with Davies & Co.  since he
graduated from the University of Alberta School of Law in 1984.

Julia A.E. Clarkson of Allston,  Massachusetts has been a member of our Board of
Directors  since October 1998,  and has been a member of Retail Startup CC, LLC,
an operator of retail dry cleaning outlets in Newton,  Massachusetts  since July
1998. Ms. Clarkson completed her Masters of Business Administration from Harvard
University in 1998.  From 1994 to 1996, Ms. Clarkson was a consultant for Mercer
Consulting  (formerly Corporate Decisions Inc.). From 1992 to 1994, Ms. Clarkson
was a financial  analyst in the New York investment  banking  division of Morgan
Stanley.

Daniel  Hachey of Toronto,  Ontario has been a member of our Board of  Directors
since January 1998. Mr. Hachey is the  Vice-President  and director of Corporate
Finance of HSBC James Capel Canada Inc. Prior to holding this  position,  he was
Senior Vice President and director of Midland Walwyn Capital Inc.

Key staff of subsidiary companies

Mike O'Brien is our Sales Manager of Vendor Services.  Mr. O'Brien's  experience
has grown rapidly with the new cellular  distribution  channel during the last 3
years. Mr. O'Brien has a strong technical background developed over 8 years with
Telecom  and more  recently,  6 years  consulting  in London to the  finance and
communication industries in project design, implementation and coordination.

Hal  Linstrom  is our  Operations  Manager  of Vendor  Services.  Mr.  Linstrom.
Previously,  Mr. Linstrom was our General  Manager of Mergers and  Acquisitions,
completing  twelve  acquisitions  during four years. Mr. Linstrom had previously
worked in various sales and marketing  management positions and has held General
Management positions in private companies.

Bruce  Busbridge is our Sales Manager of Application  Hosting  Services,  having
joined the corporation on 3rd April,  2000,  previously  having been with Compaq
Computers (NZ) Ltd as Business Development Manager.

Roger Carter is our Operations  Manager of  Application  Hosting  Services.  Mr.
Carter  started ICS in 1978 after 7 years working for Pye Telecom.  In 1994, Mr.
Carter  purchased  the  interests of the minority  shareholders  and changed the
direction  of ICS to  concentrate  on wholesale  service and product  design and
manufacture, particularly for the export market. We acquired ICS in 1997.

Stephen Hassall is our General Manager Professional Services. Mr. Hassall joined
us in 1995 as General Manager of SealCorp Computer Products Limited.  In October
1998,  Mr.  Hassall was  appointed  our  General  Manager  Marketing  and Client
Services. From 1987 to 1995, Mr. Hassall held several senior sales and marketing
positions in the financial markets industry of New Zealand and Australia.

Richard MacLean is our Sales Manager of Application Development. Mr. MacLean has
worked for  several  companies  during the last decade in sales,  marketing  and
technical roles in the IT&T industries of New Zealand and Australia.

Gerrit Hattingh is our Engineering Manager of Application  Development since 1st
April 2000. Previously Gerrit was IT Manager of our subsidiary company Powercall
Technologies Ltd.


                                       25
<PAGE>


Chris Spring is the General  Manager of SealCorp  Australia.  Mr.  Spring joined
SealCorp  Australia  from OKI  Australia,  where he held the position of General
Manager  Sales and  Marketing.  Mr. Spring has 10 years  industry  experience in
Australia.

Nick Lyttle is the General Manager of Powercall. Upon completing his degree as a
Veterinary Surgeon and engaging in several years of successful private practice,
Mr. Lyttle became the Managing  Director of Christchurch  based Canterbury Voice
Mail and, in addition,  now manages Powercall in Auckland.  Both these companies
specialized in advanced IVR solutions and CTI development  serving a significant
number of customers throughout New Zealand.


ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS.

For  the  last  completed  financial  year,  the  aggregate  cash  compensation,
including  bonuses,  of all our directors and executive officers specified above
was $519,356.  The aggregate set aside by us to provide  pension,  retirement or
similar benefits to those directors and officers was  approximately  ten percent
(10%) of the aggregate cash compensation of the executive officers as a group.


ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

Incentive Stock Options

As of May 19,  2000,  the  following  options to purchase  our  securities  were
outstanding:

<TABLE>
<CAPTION>

=============================================================================================
        Name of Optionee     Balance of Outstanding    Exercise Price  Expiration of Option
        ----------------    Shares Subject to Option   --------------  --------------------
                            ------------------------
---------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>         <C>
Michael Ridgeway*                    30,000                 $1.90      November 20, 2002
---------------------------------------------------------------------------------------------
Michael Ridgeway*                   200,000                $11.25      February 29, 2005
---------------------------------------------------------------------------------------------
Richard Justice*                    118,000                 $1.41      July 2, 2004
---------------------------------------------------------------------------------------------
Casey O'Byrne*                      145,000                 $1.18      January 12, 2001
---------------------------------------------------------------------------------------------
Casey O'Byrne*                       57,000                 $1.31      January 12, 2001
---------------------------------------------------------------------------------------------
Casey O'Byrne*                      100,000                $11.25      February 29, 2005
---------------------------------------------------------------------------------------------
Hal Linstrom                         70,000                 $1.90      November 20, 2002
---------------------------------------------------------------------------------------------
Hal Linstrom                         50,000                 $1.41      July 2, 2004
---------------------------------------------------------------------------------------------
Steve Hassall                        70,000                 $1.90      November 20, 2002
---------------------------------------------------------------------------------------------
Steve Hassall                        50,000                 $1.41      July 2, 2004
---------------------------------------------------------------------------------------------
Mike O'Brien                         50,000                 $1.41      July 2, 2004
---------------------------------------------------------------------------------------------
Chris Spring                         31,000                 $1.41      July 2, 2004
---------------------------------------------------------------------------------------------
Richard MacLean                      31,000                 $1.41      July 2, 2004
---------------------------------------------------------------------------------------------
Roger Carter                         16,000                 $1.41      July 2, 2004
---------------------------------------------------------------------------------------------
Julia Clarkson*                      50,000                 $1.50      November 30, 2003
---------------------------------------------------------------------------------------------
M. O'Brien                           70,000                 $1.90      November 20, 2002
---------------------------------------------------------------------------------------------
Gillian Morgan                       20,000                 $1.90      November 20, 2002
---------------------------------------------------------------------------------------------
Nigel Guthrie                        20,000                 $1.90      November 20, 2002
---------------------------------------------------------------------------------------------
Chris Spring                         50,000                 $1.90      November 20, 2002
---------------------------------------------------------------------------------------------
Gillian Morgan                       25,000                 $1.18      January 12, 2001
---------------------------------------------------------------------------------------------
Richard Preston                      15,000                 $1.18      January 12, 2001
---------------------------------------------------------------------------------------------
Andrew J. Chamberlain*               50,000                $11.25      February 29, 2005
---------------------------------------------------------------------------------------------
Officers and Directors as           750,000            $1.18 - $11.25  January 12, 2001 -
a Group                                                                February 29, 2005
=============================================================================================
</TABLE>

* Directors and/or officers of the Company


                                       26
<PAGE>


Share Purchase Warrants

As of December 27, 1999, the following warrants of the Company were outstanding,
entitling  the holder  thereof to  purchase  one common  share for each  warrant
exercised:

================================================================================
Number of Warrants Outstanding    Exercise Price             Expiration Date
------------------------------    --------------             ---------------
--------------------------------------------------------------------------------
           1,000,000                  $1.25                 January 16, 2002
--------------------------------------------------------------------------------
             486,000                  $3.15                    June 15, 2001
--------------------------------------------------------------------------------
             228,400                  $6.25                 January 21, 2002
================================================================================

We have issued 1,800,000 special  warrants,  each of which is exchangeable for a
unit,  each unit  consisting  of one common  share and one half  share  purchase
warrant. Two half share purchase warrants shall, together, entitle the holder to
purchase one additional  common share at a price of $3.15 per share if exercised
by June 15, 2001.

We have  issued  a  further  1,  800,000  special  warrants,  each of  which  is
exchangeable for 1.1 Common Shares.

Other than disclosed in this 20-F, no treasury shares or other securities of the
Company are now the subject of any transaction, sale or option agreement.


ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.

Conflicts of Interest

One or more of our directors or officers may also serve as directors or officers
of other companies engaged in similar business ventures.  Accordingly,  business
opportunities may be offered to a director or officer involved with us and other
companies.  As a result,  there may be  situations  which  involve a conflict of
interest. Our directors and officers will at all times use their best efforts to
act in our best interests.  Any interested director would be required to declare
the nature and extent of his or her  interest  and would not be entitled to vote
at meetings of directors which evoke any such conflict.

Our Secretary and a director, Andrew Chamberlain, is also a director of Loma Oil
& Gas  Limited,  an Alberta  corporation  ("Loma  Oil"),  and  Interex  Minerals
Limited,  an Alberta  corporation,  both of which are reporting companies on the
Canadian Venture Exchange.

None of our other officers or directors of the Company are officers or directors
of other reporting corporations.

Related Party Transactions

1.   Brocker New Zealand entered into a loan agreement with Highway Technologies
     Limited for a maximum of One Million Five Hundred Thousand ($1,500,000) New
     Zealand Dollars. Interest is payable on these funds at thirty percent (30%)
     per  annum.   As  of  March  31,  1999,  the  amount  advanced  to  Highway
     Technologies Limited was $689,523.

2.   During the fiscal year ended March 31, 1996,  we provided an  interest-free
     short term loan characterized as an advance to Michael Ridgeway,  our Chief
     Executive Officer.  The balance  outstanding on this loan at March 31, 1996
     was $136,256.

3.   In March 31, 1997, we provided an  interest-free  loan  characterized as an
     advance to Michael  Ridgeway,  our Chief  Executive  Officer.  The  balance
     outstanding at March 31, 1997 was $71,390.


                                       27
<PAGE>


4.   During the fiscal year ended March 31, 1998,  we provided an  interest-free
     loan  characterized as an advance to Michael Ridgeway,  our Chief Executive
     Officer. The balance outstanding at March 31, 1998 was $5,778.

5.   During the fiscal year ended March 31, 1999,  we provided an  interest-free
     short term advance to Michael Ridgeway,  our Chief Executive  Officer.  The
     balance outstanding at March 31, 1999 was $4,663.

6.   We  loaned  $94,817  to  Michael  Ridgeway,  our Chief  Executive  Officer.
     Interest on this loan accrues at 9.94% per annum and this loan is unsecured
     and is payable upon demand.

7.   We loaned $130,000 to Casey O'Byrne, our Chairman of the Board. Interest on
     this loan accrues at 5% per annum and the loan is unsecured  and is payable
     by December 21, 2002.

8.   Our Directors have exercised  certain stock options.  The funds required to
     exercise  these  options  have been lent to those  directors by Brocker New
     Zealand.  As of March 31, 1999,  the amount  outstanding on these loans was
     the aggregate amount of $749,375. The current market value of the shares of
     common  stock held as security for these loans is in excess of $1.6 million
     dollars.  The loan advanced to Richard Justice  ($98,603) is interest free.
     Interest  is  charged on other  loans at 7.5% per  annum.  The loan to each
     director  is  repayable  on  demand  or  within  thirty  (30)  days  of the
     individual  ceases  to be our  employee  or one  of our  subsidiaries.  The
     beneficial  ownership of such shares are held as security for the loan, and
     we retain  the right to either  sell or cancel  such  shares to settle  any
     outstanding  loan  amounts.  Employees may not sell or transfer such shares
     prior  to the  settlement  of any  amounts  outstanding.  The  loans to our
     directors and officers are full recourse loans.

9.   Directors of our various  subsidiaries  have advances owing as of March 31,
     1999  totaling   $193,124.   In  all   situations,   these  directors  were
     shareholders of the subsidiary prior to acquisition by Brocker New Zealand.
     The amounts  outstanding will be repaid as the acquisitions are settled. No
     interest  is  charged  on the  amounts  outstanding  and the  balances  are
     included in other receivables.

10.  Michael  Ridgeway was issued 860,755 shares of our Series A Preferred Stock
     and warrants to purchase 148,500 shares of our no par value common stock at
     a price of  $1.10  per  share in  consideration  of the  settlement  of the
     indebtedness  to Mr.  Ridgeway  in the amount of  $920,889.34  New  Zealand
     Dollars which is equal to approximately  $860,755.62  Canadian Dollars. The
     indebtedness resulted from our purchase from Mr. Ridgeway and another party
     of the shares of common  stock of SealCorp  Computer  Products  Ltd.  for a
     total  price  of  $2,750,000   New  Zealand   Dollars  which  is  equal  to
     approximately $2,667,500 Canadian Dollars.


PART II


ITEM 14.  DESCRIPTION OF SECURITIES TO BE REGISTERED

Common Stock

Our  Articles of  Incorporation  authorize  us to issue an  unlimited  number of
shares of common stock without  nominal or par value,  and 15,414,045  shares of
such common stock are issued and  outstanding as of May 19, 2000. The holders of
the shares of our common stock are entitled to dividends as and when declared by
our Board of Directors,  to one vote per share at meetings of our  shareholders,
and,  upon  liquidation,  to receive  such  assets as are  distributable  to the
holders of such shares.

Escrowed Shares

We have  outstanding  998,635  shares of our common stock held in escrow,  which
shares are subject


                                       28
<PAGE>


to the terms of the following issued and escrow arrangements:

(a)  Pursuant  to an Escrow  Agreement  dated  March 31,  1997 (the "ICS  Escrow
     Agreement"),  a total of  760,500  shares  of our  common  stock  have been
     deposited in escrow with Montreal  Trust Company of Canada.  The ICS Escrow
     Agreement  provides  that such  shares may be  released  at the rate of one
     share for each $1.65 of cash generated by or from Industrial Communications
     Service  Ltd.,  subject  to a maximum of  one-third  of such  shares  being
     released each year. To date there have been no releases pursuant to the ICS
     Escrow Agreement.

(b)  Pursuant  to an Escrow  Agreement  dated  April 1, 1997,  the shares of our
     common stock purchased  pursuant to the acquisition of the shares of common
     stock of Powercall are to be deposited in escrow. As of September 29, 1999,
     there are  238,135  shares of our common  stock  deposited  in escrow to be
     released  based on the cumulative  cash  generated by Powercall,  using the
     share price at March 31, 1998.

(c)  Pursuant to an Escrow  Agreement  dated December 24, 1997, the shares to be
     issued pursuant to the acquisition of NZ Online (currently Image Craft) are
     to be deposited in escrow.  Once deposited,  such shares are to be released
     based on cash generated by NZ Online for the years ended March 31, 1999 and
     March 31, 2000, using the share price as at March 31, 1998.

(d)  Pursuant to an escrow agreement  ("Easy PC Agreement")  dated July 10, 1997
     among Montreal Trust Company of Canada ("Easy PC Trustee"), the Company and
     Jonathon Barker, Moira Dobson, Riley Thorp Associates,  Mick Laverty, Craig
     Philipson, Geoff Andoe and Jo Andoe ("Escrowed Easy PC Shareholders"),  the
     Escrowed Easy PC  Shareholders  have  deposited with the Easy PC Trustee an
     aggregate of 16,785 Common Shares ("Easy PC Escrowed Shares").  The Easy PC
     Escrowed  Shares  may  not  be  sold,  assigned,  hypothecated,  alienated,
     released from escrow, transferred within escrow, or otherwise in any manner
     dealt with,  without  the prior  written  consent of the stock  exchange on
     which our Common Shares are listed and posted for trading.  Pursuant to the
     terms of the Easy PC Escrow Agreement,  the Easy PC Escrowed Shares will be
     released at the rate of one share for each $1.75 of cash flow  generated by
     or on from  Easy PC  Computer  Rentals  Limited  subject  to a  maximum  of
     one-third  of such  shares  being  released  each year.  There have been no
     releases pursuant to the Easy PC Escrow Agreement to date.

(e)  Pursuant to an escrow agreement  ("1World Escrow Agreement") dated June 10,
     1998,  among  the  Company,  Montreal  Trust  Company  of  Canada  ("1World
     Trustee"),  Brocker and Gary McNabb  ("McNabb"),  McNabb  agreed to deposit
     with the 1World  Trustee  certain of the shares  issuable  pursuant  to the
     acquisition  of  1World  ("1World  Escrowed  Shares").  The  1World  Escrow
     Agreement  provides  that  the  1World  Escrowed  Shares  may not be  sold,
     assigned, hypothecated, alienated, released from escrow, transferred within
     escrow,  or otherwise in any manner dealt with,  without the prior  written
     consent of the Toronto Stock Exchange.  Pursuant to the terms of the 1World
     Escrow  Agreement,  the 1World Escrowed Shares will be released at the rate
     of one share for each $1.31 of cash flow  generated  by or from New Zealand
     Online  Limited.  To date,  there have been no shares  deposited  in escrow
     pursuant to the 1World Escrow Agreement.

Pooled Shares

There  are no  shares  of our no par  value  common  stock  are held in trust or
pooled.

Shares Reserved for Issuance

We have  reserved an  aggregate  of  10,814,555  shares of our common  stock for
issuance as follows:

     a.   1,000,000  shares of our common stock have been  reserved for issuance
          in  connection  with the  exercise of warrants  included in units sold
          pursuant  to a  private  placement  at a price of  $1.00  per unit for
          720,000  units and a price of $1.25 per unit for 280,000  units,  each
          unit   consisting   of  one


                                       29
<PAGE>


          share of our common stock and one  non-transferable  warrant entitling
          the holder to purchase one share of our common stock,  exercisable for
          a period of 2 1/2 years at a price of $1.25 per share.  In  compliance
          with the requirements of the Toronto Stock Exchange,  Richard Justice,
          an  "insider"  who was  not  allowed  to  participate  in the  private
          placement  at a discount,  purchased  the  280,000  units at $1.25 per
          unit.

     b.   1,318,000  shares of our common stock have been  reserved for issuance
          in  connection  with the exercise of stock  options  (see  "Options to
          Purchase Securities" specified at Item 12 of this Form 20-F).

     c.   A total of 3,186,000  common shares have been reserved for issuance in
          connection with a private  placement of special warrants  completed on
          December 15, 1999. We have issued 1,800,000 special warrants,  each of
          which may be exchanged,  at no additional  costs,  into one unit, each
          unit to  consist  of one  common  share  and one half  share  purchase
          warrant.  Two half share purchase  warrants  together will entitle the
          holder to purchase one additional common share at a price of $3.15 per
          share,  expiring June 15, 2001; if these half share purchase  warrants
          are fully exercised this would result in an additional  900,000 common
          shares being issued.  Pursuant to this private  placement,  as agents'
          compensation,  we also issued share  purchase  warrants to purchase an
          additional 486,000 common shares at $3.15 per share, exercisable for a
          period of 18 months.

     d.   A total of 2,208,400  common shares have been reserved for issuance in
          connection with a private  placement of special warrants  completed on
          January 21, 2000. We have issued 1,800,000 special  warrants,  each of
          which may be exchanged,  at no additional  cost, in 1.1 common shares;
          this will  result  in an  additional  1,980,000  common  shares  being
          issued.  Pursuant to this private placement,  as agents' compensation,
          we have  agreed to issue  options to purchase  an  additional  228,400
          common  shares  at $6.25  per  exercisable  warrant  for a period of 2
          years.

     e.   Pursuant to various  acquisition  agreements  we may issue  additional
          Common  Shares to the vendors of certain  companies we have  acquired.
          The number of shares that may be issued is dependent on the cash flows
          generated by those companies in future periods and it is not possible,
          at the present  time,  to  determine  the number of shares that may be
          issued.  We have reserved a maximum  possible  3,102,155 Common Shares
          for these transactions (See "Escrowed Shares") specified at item 14 of
          this Form 20-F.

Other Securities Subject to Hold Restrictions

Pursuant to a private  placement  approved by the Toronto Stock Exchange on July
6, 1999, we issued  720,000 units at a price of $1.00 per unit and 280,000 units
at $1.25 per unit, each unit consisting of one share of our common stock and one
non-transferable  warrant  entitling the holder to purchase one additional share
of our common stock, exercisable for a period of 2 1/2 years at a price of $1.25
per share until  January 16,  2002.  These  securities  are subject to a holding
period  requirement  which  expires  on July 16,  2000.  To date,  none of these
warrants have been exercised.

Pursuant to a private  placement  completed  on  December  15,  1999,  we issued
1,800,000  special  warrants  exchangeable for units consisting of common shares
and half share purchase warrants.  Two half share purchase warrants will entitle
the holder to purchase one additional common share at a price of $3.15, expiring
June 15, 2001. We have agreed to make  reasonable  commercial  efforts to file a
prospectus to qualify the  distribution of common shares and half share purchase
warrants  issuable  upon the exercise of the half share  purchase  warrants,  in
which case such common shares and half share  purchase  warrants would be issued
without  any hold  restrictions.  However,  if any of the special  warrants  are
exercised before we receive a receipt for a qualifying prospectus, or if no such
receipt  is issued,  then the  securities  will be  subject to a holding  period
requirement  which expires on December 15, 2000. To date,  none of these special
warrants have been exercised.


                                       30
<PAGE>


A total of 2,208,400 common shares have been reserved for issuance in connection
with a private  placement of special warrants  completed on January 21, 2000. We
have issued 1,800,000  special warrants,  each of which may be exchanged,  at no
additional  cost,  in 1.1  common  shares;  this will  result  in an  additional
1,980,000  common shares being issued.  Pursuant to this private  placement,  as
agents' compensation,  we have agreed to issue options to purchase an additional
228,400 common shares at $6.25 per exercisable  warrant for a period of 2 years.
We have agreed to make  reasonable  commercial  efforts to file a prospectus  to
qualify the  distribution of the Common Shares issuable upon the exercise of the
special  warrants and options,  in which case the Common  Shares would be issued
without  any hold  restrictions.  However,  if any of the  special  warrants  or
options are exercised  before we receive a receipt for a qualifying  prospectus,
or if no such  receipt is issued,  then the Common  Shares  will be subject to a
holding period requirement that expires January 21, 2001.

There are no issued  shares of our common  stock  subject to any holding  period
requirement, other than as disclosed above.

Preferred Stock

Our  Articles of  Incorporation  authorize  us to issue an  unlimited  number of
shares of preferred stock none of which are issued and outstanding as of May 19,
2000.  Our directors  may  authorize  the issuance of additional  shares of such
preferred stock in one or more series, and may determine at the time of issuance
the designation,  rights,  privileges,  restrictions and conditions  relating to
such shares.  To date one series of our preferred  stock has been  authorized as
follows:

The  holders  of shares  of our  Series A  preferred  stock  are  entitled  to a
cumulative preferred dividend of 6.5% per annum of the specified capital of that
preferred  stock  ($1.00 per share) to be paid  annually on  September 1 of each
year, and upon our  liquidation to receive the stated capital  thereof  together
with any accrued but unpaid  dividends in priority to our common stock and other
series of preferred  stock ranking junior to Series A, but shall not be entitled
to participate further in any such liquidation.

At our election,  our Series A preferred stock may be redeemed at any time by us
for a redemption  amount equal to $1.10 per share plus the amount of accrued but
unpaid dividends (representing a 10% redemption premium).

The Series A preferred  stock may, at the holders  option,  be convertible  into
shares of our common  stock at any time until  March 31,  2001.  The  conversion
price was $2.00 per common  share  until March 31,  1999,  and for each of the 2
years  thereafter is equal to the market price calculated as at the beginning of
each  year.  The  market  price is to be the  average  trading  price for the 20
trading  days prior to April 1 of each such year.  For the period  from April 1,
1999 to March 31, 2000, the conversion price was $1.30 per share.

If we fail to make two  consecutive  annual  dividend  payments,  the holders of
shares of our  Series A  preferred  stock,  as a class,  shall have the right to
elect a majority of our directors.

The  holders of shares of our Series A  preferred  stock shall have the right to
approve, by special resolution:

(a)  any change to the rights of the holders of shares of our Series A preferred
     stock,

(b)  the creation of a series of preferred stock having rights superior to those
     of our Series A preferred stock, and

(c)  the  creation of a series of  preferred  stock  having  rights equal to our
     Series A preferred stock,  unless we receive net proceeds from the issuance
     of such shares equal to at least 110% of the liquidation preference of such
     shares.

Except as described  above or as otherwise  prescribed  by the Alberta  Business
Corporations  Act, the holders of shares of our Series A preferred stock are not
entitled to receive notice of, or vote at, any meeting of our shareholders.


                                       31
<PAGE>


PART III

ITEM 15.  DEFAULT UPON SENIOR SECURITIES

We are not in default upon any senior securities or indebtedness.


ITEM 16.  CHANGES  IN  SECURITIES  AND  CHANGES  IN  SECURITIES  FOR  REGISTERED
SECURITIES

Not applicable.


ITEM 17. FINANCIAL STATEMENTS

We maintain  our books and records in Canadian  Dollars  while our  subsidiaries
maintain  their  books and  records in New  Zealand or  Australian  Dollars,  as
appropriate, which are then translated to Canadian Dollars.

Reconciliation to Generally Accepted Accounting Principles in the United States.
We have prepared our consolidated  financial  statements  contained in this Form
20-F in accordance  with  generally  accepted  accounting  principles in Canada.
These principles differ in certain respects from generally  accepted  accounting
principles  in the  United  States  as  summarized  in note  18 to the  attached
financial statements.


<PAGE>


                    Financial Statements of

                    Brocker Technology
                    Group Limited


                    Unaudited  nine months  ended  December 31, 1999 and audited
                    for the years ended March 31, 1999, 1998 and 1997

<PAGE>





Auditors' Report to the Board of Directors
and Shareholders


We have audited the  consolidated  balance  sheets of Brocker  Technology  Group
Limited as at March 31, 1999, 1998 and 1997 and the  consolidated  statements of
earnings, retained earnings, foreign currency translation reserve and cash flows
for each of the years in the three  year  period  ended  March 31,  1999.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the financial position of the Company as at March 31, 1999,
1998 and 1997 and the results of its  operations  and its cash flows for each of
the years in the three year  period  ended  March 31,  1999 in  accordance  with
Canadian generally accepted accounting principles.

Canadian generally accepted  accounting  principles vary in certain  significant
respects from  accounting  principles  generally  accepted in the United States.
Application  of accounting  principles  generally  accepted in the United States
would have  affected  results of  operations  for each of the years in the three
year period ended March 31, 1999 and shareholders'  equity as at March 31, 1999,
1998 and 1997 to the extent summarized in note 18 to the consolidated  financial
statements.




Signed "KPMG LLP"

Chartered Accountants



Auckland, New Zealand

August 18, 1999, except for note 17 which is as of May 15, 2000


<PAGE>


Brocker Technology Group Limited
Consolidated Balance Sheets
(Canadian Dollars)

December 31, 1999 and March 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>

===================================================================================================================
                                              December 31,        March 31,         March 31,        March 31,
                                                   1999             1999              1998             1997
-------------------------------------------------------------------------------------------------------------------
                                               (Unaudited)
Assets

<S>                                           <C>             <C>               <C>              <C>
Current assets:
     Cash                                     $  5,386,768    $      --         $     205,365    $     602,233
     Accounts receivable                        23,574,081       22,909,294        13,915,450        8,917,099
     Other receivables (note 11)                 1,869,214        1,435,325         1,636,758        1,114,562
     Inventories                                15,674,069       15,276,865         9,673,446        6,120,143
     Prepaid expenses and deposits                 294,555          917,009           538,610          197,664
     Income taxes recoverable                    1,221,042          554,538           403,334           --
     Deferred tax asset                            309,771          310,270           214,231           72,182
-------------------------------------------------------------------------------------------------------------------
                                                48,329,500       41,403,301        26,587,194       17,023,883

Deferred development costs (note 5)              1,450,773        1,252,368           490,513           --
Capital assets (note 4)                          5,890,574        5,551,068         3,679,572        1,174,875
Investment in associated company (note 6)          811,306          604,433           263,113           --
Goodwill, net of accumulated amortization
   of $1,258,141 (March 31, 1999 - $1,036,327;
   March 31, 1998 - $779,583; March 31,
   1997 - $576,476)                              1,690,210        1,876,325         1,478,779        1,727,742

-------------------------------------------------------------------------------------------------------------------
                                              $ 58,172,363    $  50,687,495     $  32,499,171    $  19,926,500
===================================================================================================================


Liabilities and Shareholders' Equity

Current liabilities:
     Bank overdraft                           $     --        $      55,433     $      --        $      --
     Accounts payable                           23,869,848       36,648,724        17,422,333       10,907,853
     Accrued liabilities                         4,147,323        1,596,241         1,387,512        1,297,283
     Rental finance liability (notes 7 and 8)       --               --             1,094,464           --
     Financing facility (note 8)                11,076,510        3,213,122         5,827,883          998,485
     Income taxes payable                          652,071           --                --               73,959
     Bank indebtedness                              --               --                --              552,047
     Current portion of long-term debt (note 8)    199,963          220,028            44,303           97,313
-------------------------------------------------------------------------------------------------------------------
                                                39,945,715       41,733,548        25,776,495       13,926,940

Long-term debt (note 8)                          2,018,376        2,284,578           881,070          115,005

-------------------------------------------------------------------------------------------------------------------
                                                41,964,091       44,018,126        26,657,565       14,041,945

Shareholders' equity:
     Share capital (note 9)                     16,012,050        5,761,721         5,367,730        5,263,740
     Foreign currency translation reserve       (1,266,716)        (799,084)         (881,364)         (82,609)
     Retained earnings                           1,462,938        1,706,732         1,355,240          703,424
-------------------------------------------------------------------------------------------------------------------
                                                16,208,272        6,669,369         5,841,606        5,884,555

Deferred  development  costs (note 5)
Investment in associated  company (note 6)
Commitments (note 15)
Contingencies (note 16)
Subsequent events (note 17)

-------------------------------------------------------------------------------------------------------------------
                                              $ 58,172,363    $  50,687,495     $  32,499,171    $  19,926,500
===================================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.

On behalf of the Board:


                                                                               1
<PAGE>

                            Director                                    Director
---------------------------           ---------------------------------


                                                                               2
<PAGE>


Brocker Technology Group Limited
Consolidated Statements of Earnings
(Canadian Dollars)

Unaudited nine months ended December 31, 1999 and 1998 and
audited for the years ended March 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>

===================================================================================================================
                                      Nine months    Nine months            Year           Year           Year
                                            ended          ended           ended          ended          ended
                                     December 31,   December 31,       March 31,      March 31,      March 31,
                                             1999           1998            1999           1998           1997
-------------------------------------------------------------------------------------------------------------------
                                      (Unaudited)    (Unaudited)

<S>                                  <C>            <C>            <C>             <C>            <C>
Revenue                              $109,816,816   $ 98,003,568   $ 133,302,640   $ 70,811,220   $ 50,109,539

Cost of goods sold                     95,830,402     85,146,124     115,611,548     56,410,370     41,010,489

-------------------------------------------------------------------------------------------------------------------
Gross margin                           13,986,414     12,857,444      17,691,092     14,400,850      9,099,050

Operating expenses:
     Depreciation and amortization        889,802      1,276,573       2,010,703      1,692,585        429,875
     Net interest expense                 845,120        779,281       1,409,187        668,845        161,764
     Salaries and commissions           7,864,419      5,355,516       6,348,910      6,431,431      4,307,111
     Other operating expenses           4,308,278      4,719,481       7,043,157      4,225,153      2,890,862
-------------------------------------------------------------------------------------------------------------------
                                       13,907,619     12,130,851      16,811,957     13,018,014      7,789,612

-------------------------------------------------------------------------------------------------------------------
Earnings before undernoted items           78,795        726,593         879,135      1,382,836      1,309,438

Equity accounted losses
   of associated company (note 6)          67,256         67,177          91,330         79,953         --

-------------------------------------------------------------------------------------------------------------------
Earnings before income taxes               11,539        659,416         787,805      1,302,883      1,309,438

Income taxes (note 10)                    102,590        275,842         272,991        506,067        471,788

-------------------------------------------------------------------------------------------------------------------
Net earnings (loss) for the period   $    (91,051)  $    383,574   $     514,814   $    796,816   $    837,650
===================================================================================================================


Earnings (loss) per common share
   [note 9(d)]                       $     (0.02)   $       0.03   $        0.03   $       0.06   $       0.06

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


See accompanying notes to consolidated financial statements.


                                                                               3
<PAGE>


Brocker Technology Group Limited
Consolidated Statements of Retained Earnings
(Canadian Dollars)

Unaudited nine months ended December 31, 1999 and 1998 and
audited for the years ended March 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>

===================================================================================================================
                                      Nine months    Nine months            Year           Year           Year
                                            ended          ended           ended          ended          ended
                                     December 31,   December 31,       March 31,      March 31,      March 31,
                                             1999           1998            1999           1998           1997
-------------------------------------------------------------------------------------------------------------------
                                      (Unaudited)    (Unaudited)

<S>                                  <C>            <C>            <C>             <C>            <C>
Retained earnings,
   beginning of period               $  1,706,732   $  1,355,240   $   1,355,240   $    703,424   $    164,362

Net earnings (loss) for the period        (91,051)       383,574         514,814        796,816        837,650

Discount on redemption
   of preferred shares (note 9)            --             --              --             50,000        (50,000)

Preferred dividends paid                 (152,743)      (105,895)       (163,322)      (195,000)      (248,588)

-------------------------------------------------------------------------------------------------------------------
Retained earnings, end of period     $  1,462,938   $  1,632,919   $   1,706,732   $  1,355,240   $    703,424
===================================================================================================================

See accompanying notes to consolidated financial statements.


<CAPTION>

Statements of Movements in Foreign Currency Translation Reserve
(Canadian Dollars)

Unaudited nine months ended December 31, 1999 and 1998 and
audited for the years ended March 31, 1999, 1998 and 1997

-------------------------------------------------------------------------------------------------------------------
                                      Nine months    Nine months            Year           Year           Year
                                            ended          ended           ended          ended          ended
                                     December 31,   December 31,       March 31,      March 31,      March 31,
                                             1999           1998            1999           1998           1997
-------------------------------------------------------------------------------------------------------------------
                                      (Unaudited)    (Unaudited)

<S>                                  <C>            <C>            <C>             <C>            <C>
Beginning of period                  $   (799,084)  $   (881,364)  $    (881,364)  $    (82,609)  $   (104,830)

Difference arising on the
   translation of foreign operations     (467,632)       136,708          82,280       (798,755)        22,221

-------------------------------------------------------------------------------------------------------------------
End of period                        $ (1,266,716)  $   (744,656)  $    (799,084)  $   (881,364)  $    (82,609)
===================================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.


                                                                               4
<PAGE>


Brocker Technology Group Limited
Consolidated Statements of Cash Flows
(Canadian Dollars)

Unaudited nine months ended December 31, 1999 and 1998
and audited for the years ended March 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                    Nine months      Nine months             Year             Year             Year
                                                          ended            ended            ended            ended            ended
                                                   December 31,     December 31,        March 31,        March 31,        March 31,
                                                           1999             1998             1999             1998             1997
-----------------------------------------------------------------------------------------------------------------------------------
                                                    (Unaudited)      (Unaudited)
<S>                                               <C>              <C>              <C>              <C>              <C>
Cash flows from operating activities:
     Receipts from customers                      $ 108,012,642    $  88,767,205    $ 124,528,860    $  62,560,393    $  46,841,394
     Payments to suppliers
       and employees                               (110,653,499)     (85,432,398)    (119,790,928)     (59,656,639)     (45,587,412)
     Interest paid                                     (799,922)        (664,336)      (1,338,547)        (463,756)        (143,947)
     Taxation paid                                     (154,836)        (208,613)        (417,742)        (970,979)        (562,338)
-----------------------------------------------------------------------------------------------------------------------------------
     Cash flows from
       operating activities                          (3,595,615)       2,461,858        2,981,643        1,469,019          547,697

Cash flows from investing activities:
     Proceeds from sale of
       capital assets                                      --               --             51,597           56,814           75,114
     Purchase of capital assets                        (552,177)      (4,381,251)      (4,673,881)      (1,045,119)        (512,485)
     Investment in associated company                  (300,905)        (284,602)        (428,440)        (343,066)            --
     Purchase of subsidiaries (note 3)                  (33,831)        (188,928)        (412,566)        (523,181)            --
-----------------------------------------------------------------------------------------------------------------------------------
     Cash flows from investing activities              (886,913)      (4,854,781)      (5,463,290)      (1,854,552)        (437,371)

Cash flows from financing activities:
     Proceeds from issue of
       share capital                                 10,250,329           29,510             --               --            399,123
     Proceeds from share
       options exercised                                   --               --             29,500          130,900             --
     Proceeds from share
       warrants exercised                                  --               --               --            495,000             --
     Proceeds from mortgage
       finance raised                                      --          2,636,725        2,428,692             --            126,071
     Redemption of preferred shares                        --               --               --           (543,049)         (50,000)
     Repayment of mortgage finance                     (175,313)         (84,975)         (70,745)            --            (65,266)
     Payment of dividend
       on preferred shares                             (152,743)        (105,895)        (163,322)        (195,000)        (248,588)
-----------------------------------------------------------------------------------------------------------------------------------
     Cash flows from financing activities             9,922,273        2,475,365        2,224,125         (112,149)         161,340

-----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in
   cash equivalents                                   5,439,745           82,442         (257,522)        (497,682)         271,666

Cash (overdraft), beginning of period                   (55,433)         205,365          205,365          602,233          320,814

Translation of cash equivalents
   to reporting currency                                  2,456            6,385           (3,276)         100,814            9,753

-----------------------------------------------------------------------------------------------------------------------------------
Cash (overdraft), end of period                   $   5,386,768    $     294,192    $     (55,433)   $     205,365    $     602,233
===================================================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.


                                                                               5
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

1.   Basis of presentation:

     (a)  General:

          Brocker  Technology  Group Limited (the  "Company")  was  incorporated
          under the  Business  Corporations  Act of Alberta on November 25, 1993
          and  obtained its listing on the Alberta  Stock  Exchange on April 14,
          1994.

          On  February  28,  1998,  the Company  transferred  its listing to the
          Toronto Stock Exchange.

          These  financial  statements  have  been  prepared  by  management  in
          accordance with generally  accepted  accounting  principles of Canada.
          These  principles  are  different in some  respects from United States
          generally   accepted   accounting   principles  and  the   significant
          differences are described in note 13.

     (b)  Use of estimates:

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect the amounts  reported in the  financial
          statements and  accompanying  notes.  Actual results could differ from
          those estimates.

2.   Significant accounting policies:

     (a)  Principles of consolidation:

          The consolidated financial statements include the financial statements
          of the Company and all of its subsidiary  companies since the dates of
          their  acquisition.  Its wholly-owned  subsidiaries,  all of which are
          consolidated, are as follows:

          o    Brocker   Technology   Group  (NZ)  Limited   [formerly   Brocker
               Investments (NZ) Limited]

          o    Brocker Investments (Australia) Pty Limited

          o    Sealcorp Computer Products Limited

          o    Sealcorp Telecommunications Group Limited

          o    Sealcorp Australia Pty Limited (formerly TGE Pty Limited)

          o    Easy PC Computer Rentals Limited

          o    Image Craft Limited (formerly NZ Online Limited)

          o    Image  Craft  Australia  Pty  Limited  (formerly   Parrilott  Pty
               Limited)

          o    Industrial Communications Service Limited

          o    Photo Magic Limited

          o    Powercall Technologies Limited

          o    Pritech Corporation Limited



                                                                               6
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

2.   Significant accounting policies, continued:

     (a)  Principles of consolidation, continued:

          o    Pritech Australia Pty Limited
          o    Northmark Technologies Limited
          o    1 World Systems Limited (formerly Microchannel Limited)
          o    Tech Support Limited

          As at December  31,  1999,  the  operations  of Image  Craft  Limited,
          Northmark   Technologies   Limited  and  Photo  Magic   Limited   were
          amalgamated with Brocker Technology Group (NZ) Limited.

          During  1998,  Brocker  Technology  Group  Limited took a 20% founding
          shareholding in Highway Technologies Limited. This investment has been
          recorded using the equity method.

     (b)  Goodwill:

          The excess of cost over the fair value of  identifiable  net assets of
          subsidiaries  acquired is recorded as goodwill  and is  amortized on a
          straight-line  basis over its estimated useful life,  considered to be
          five  to ten  years.  On an  ongoing  basis,  management  reviews  the
          valuation and amortization of goodwill taking into  consideration  any
          events and circumstances which might have impaired the fair value.

          Where an acquisition  price is contingent on a future event or events,
          additional  goodwill is recognized when the additional  amounts can be
          reasonably determined.

     (c)  Foreign currency:

          Foreign  currency  transactions  are recorded at the exchange rates in
          effect at the date of  settlement.  Monetary  assets  and  liabilities
          arising from trading are translated at closing rates. Gains and losses
          due to  currency  fluctuations  on these  items  are  included  in the
          statement of earnings.

          The  financial  statements  of foreign  operations  are  translated to
          Canadian  dollars using weighted average exchange rates for the period
          for items included in the statement of earnings,  period end rates for
          assets and  liabilities  included in the balance sheet and  historical
          rates for equity transactions.  The cumulative  translation adjustment
          represents  the  deferred   foreign  exchange  gain  or  loss  on  the
          translation of the financial statements.


                                                                               7
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

2.   Significant accounting policies, continued:

     (c)  Foreign currency, continued:

          The  following  rates were used in the  preparation  of the  financial
          statements:

          ----------------------------------------------------------------------
          New Zealand dollar                  Average rate    Rate at period end
          ----------------------------------------------------------------------

          1999                 December 31          0.7696                0.7533
          1999                 March 31             0.7862                0.7976
          1998                 December 31          0.7789                0.8062
          1998                 March 31             0.8833                0.7816
          1997                 March 31             0.9338                0.9490

          ----------------------------------------------------------------------
          Australian dollar                   Average rate    Rate at period end
          ----------------------------------------------------------------------

          1999                 December 31          0.9539                0.9478
          1999                 March 31             0.9318                0.9455
          1998                 December 31          0.9234                0.9439
          1998                 March 31             1.0055                0.9408
          1997                 March 31             1.0680                1.0736

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

     (d)  Inventories:

          Inventories principally comprise finished goods and are carried at the
          lower  of cost  and net  realizable  value.  Cost is  determined  on a
          weighted average or first-in, first-out basis.

     (e)  Capital assets:

          Capital assets are recorded at cost.  Depreciation  is calculated on a
          declining  balance basis (except for  leasehold  improvements  where a
          straight-line basis is used) using the following rates:

          ----------------------------------------------------------------------
          Asset                                                         Rate
          ----------------------------------------------------------------------

          Buildings                                                       2%
          Office equipment                                               20%
          Vehicles                                               20% and 26%
          Furniture and fixtures                                         20%
          Computer hardware                                       20% to 30%
          Computer software                                       20% to 40%
          Plant and equipment                                     20% to 26%
          Leasehold improvements                                1 to 4 Years
          Computer hardware held for rental                     2 to 3 Years


                                                                               8
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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


                                                                               9
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

2.   Significant accounting policies, continued:

     (f)  Revenue recognition:

          The Company earns  substantially  all of its revenue from the sale and
          delivery of products to its  customers.  Revenue is recorded  when the
          products are shipped to customers.

     (g)  Research and development expenditures:

          Research  costs  are  expensed  as  incurred.  Development  costs  are
          expensed as incurred  unless they meet the  criteria  under  generally
          accepted accounting principles for deferral and amortization. Deferred
          development  costs  are  amortized  over  the  expected  life  of  the
          developed product, currently a maximum of three years.

     (h)  Deferred income taxes:

          The Company  follows the deferral method of income tax allocation such
          that  deferred  income  taxes are  recognized  when income and expense
          items are  reported for income tax  purposes in years  different  from
          those in which they are recorded  for  financial  reporting  purposes.
          Effective  April 1, 2000, the Company will adopt the liability  method
          of accounting for income taxes.

     (i)  Earnings per share:

          Earnings per share have been calculated  based on the weighted average
          number of common shares  outstanding.  The fully diluted  earnings per
          share have been  calculated  based on the  assumption  that all vested
          options would have been exercised.

          Common  shares to be  issued,  or held in  escrow,  in  respect of the
          settlement of earn-out  consideration  in relation to acquisitions are
          only taken into account in the  calculation of earnings per share once
          the number of shares can be reasonably determined.

     (j)  Stock options:

          The Company has a stock  option plan.  When stock  options are issued,
          the  value  of  the  options  is  not  determined  or  recorded.   Any
          consideration received on the exercise of stock options is credited to
          share capital.

     (k)  Cash and cash equivalents:

          Cash and cash  equivalents  consist of cash on hand and balances  with
          banks,  and  investments  in money market  instruments.  Cash and cash
          equivalents  included in the cash flow statement are comprised  solely
          of balances with banks.


                                                                              10
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

3.   Acquisitions:

     1999 Acquisitions:

          Tech Support Limited

          Effective  August 1,  1999,  Brocker  Technology  Group  (NZ)  Limited
          acquired  the net  assets of Tech  Support  Limited  for a total  cash
          consideration  of $33,831  (NZ$45,000).  Tech Support  Limited  offers
          technical support and advice to a wide range of customers in Auckland,
          New  Zealand.  No  additional  amounts  are payable in respect to this
          acquisition.  The purchase price may, however, be reduced in the event
          certain warranties made by the vendors do not eventuate.

          This acquisition has been accounted for using the purchase method. Net
          assets acquired and consideration paid are as follows:

          ======================================================================
                                                                          1999
          ----------------------------------------------------------------------

          Current assets                                             $  37,470
          Current liabilities                                          (22,822)
          ----------------------------------------------------------------------
                                                                        14,648

          Capital assets                                                 9,555
          Goodwill attributed                                            9,628

          ----------------------------------------------------------------------
          Consideration paid                                         $  33,831
          ======================================================================


         Pritech Corporation Limited

         On May 15, 1998, Brocker Technology Group (NZ) Limited acquired Pritech
         Corporation  Limited  ("Pritech") for an initial cash  consideration of
         $207,609  (NZ$265,620).  Pritech is principally  involved with software
         consultation  and  knowledge  management.  Pritech  is a Lotus  Premium
         Partner whose target market is enterprise and  government  customers in
         New Zealand and Australia.

         The maximum  purchase  price  payable is based on the profit  earned by
         Pritech for the year ended September 30, 1998 at a four times multiple.
         Additional  consideration,  however,  is only payable based on the cash
         earned,  as defined,  by Pritech for the years ended September 30, 1999
         to 2000, being the earn-out  period.  That is the maximum price must be
         subsequently earned by Pritech,  during the earn-out period,  before it
         is payable.


                                                                              11
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

         Any additional  consideration  will be satisfied by the issue of common
         shares  which will be held in escrow  until the  earn-out  criteria are
         met.


                                                                              12
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

3.   Acquisitions, continued:

     1999 Acquisitions, continued:

          Pritech Corporation Limited, continued

          This  acquisition  was  accounted for using the purchase  method.  Net
          assets acquired and consideration paid were as follows:

          ======================================================================
                                                                         1999
          ----------------------------------------------------------------------

          Net current assets                                       $  472,515
          Capital assets                                               51,987
          Net current liabilities                                    (316,893)
          Goodwill attributed                                          -

          ----------------------------------------------------------------------
          Consideration paid                                       $  207,609
          ======================================================================


          1 World Systems Limited (formerly Microchannel Limited)

          On June 16, 1998,  Brocker  Technology  Group (NZ) Limited  acquired 1
          World  Systems  Limited ("1 World")  for an initial  consideration  of
          $81,091  (NZ$103,750).  1  World  is  principally  involved  with  the
          distribution, implementation and support of accounting software.

          The maximum  purchase price payable is based on the profit earned by 1
          World for the year  ended  March 31,  1999 at a four  times  multiple.
          Additional  consideration,  however, is only payable based on the cash
          earned, as defined,  by 1 World for the years ended March 31, 2000 and
          2001,  being the earn-out  period.  That is the maximum  price must be
          subsequently earned by 1 World, during the earn-out period,  before it
          is payable.

          Any additional  consideration will be satisfied by the issue of common
          shares which will be held in escrow  until the  earn-out  criteria are
          met.


                                                                              13
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

3.   Acquisitions, continued:

     1999 Acquisitions, continued:

          1 World Systems Limited (formerly Microchannel Limited), continued

          This  acquisition  was  accounted for using the purchase  method.  Net
          assets acquired and consideration paid were as follows:

          ----------------------------------------------------------------------
                                                                           1999
          ----------------------------------------------------------------------

          Net current assets                                         $  281,790
          Capital assets                                                 43,341
          Net current liabilities                                      (182,365)
          Term liabilities                                              (61,675)
          Goodwill attributed                                            -

          ----------------------------------------------------------------------
          Consideration paid                                         $   81,091
          ----------------------------------------------------------------------


          QSoft Pty Limited

          On February 8, 1999,  Sealcorp  Australia  acquired  the net assets of
          QSoft Pty  Limited  ("QSoft")  for a cash  consideration  of  $142,170
          (AUD$150,000).  QSoft  is a  software  distribution  company  based in
          Brisbane, Australia.

          The net assets  acquired  were  valued at their fair  value,  and as a
          result no goodwill arose on acquisition.



          Motorola Service Contract

          During March, 1999, Industrial Communications Service Limited acquired
          the net  assets of a division  of Hart  Candy in order to fulfill  the
          requirements of the Motorola Service contract awarded to the company.


                                                                              14
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

3.   Acquisitions, continued:

     1999 Acquisitions, continued:

          Motorola Service Contract, continued

          This  acquisition  was  accounted for using the purchase  method.  Net
          assets acquired and consideration paid were as follows:

          ----------------------------------------------------------------------
                                                                          1999
          ----------------------------------------------------------------------

          Net current assets                                         $   8,774
          Capital assets                                                55,677
          Net current liabilities                                      (16,595)
          Goodwill attributed                                           47,856

          ----------------------------------------------------------------------
          Consideration paid                                         $  95,712
          ----------------------------------------------------------------------


          1998 Acquisitions:

          Powercall Technologies Limited

          On May 10, 1997,  Brocker  Technology  Group (NZ) Limited acquired the
          net  assets  of  Powercall  Limited  and  Powercall  Services  Limited
          (collectively  "Powercall")  for an  initial  consideration  of $3,727
          (NZ$4,948)  and 27,440 common shares for a  consideration  of $63,561.
          Powercall is principally  involved with the design and  development of
          telecommunication systems.

          The total purchase price of Powercall is based on the lesser of a four
          times  multiple of the  cumulative  cash earned by  Powercall  for the
          years ended March 31, 1998 to 2001 or a twelve  times  multiple of the
          profit  for the year  ended  March 31,  2001.  The  purchase  price is
          limited to a maximum of $15.1 million (NZ$20  million).  An additional
          one year is then allowed for this price to be earned out by Powercall.
          That is the maximum  price must be  subsequently  earned by Powercall,
          during the earn-out period, before it is payable.

          Any additional  consideration will be satisfied by the issue of common
          shares which will be held in escrow  until the  earn-out  criteria are
          met.


                                                                              15
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

3.   Acquisitions, continued:

     1998 Acquisitions, continued:

         Powercall Technologies Limited, continued

         This  acquisition  was  accounted  for using the purchase  method.  Net
         assets acquired and consideration paid were as follows:

         -----------------------------------------------------------------------
                                                                           1999
         -----------------------------------------------------------------------

         Capital assets                                             $   180,582
         Net current liabilities                                       (124,556)
         Goodwill attributed                                              7,535

         -----------------------------------------------------------------------
         Consideration paid                                         $    63,561
         -----------------------------------------------------------------------


         On  November  30,  1998,  an  additional  98,416  shares were issued in
         relation to the acquisition of Powercall, with an attributable value of
         $172,228. As noted in note 9, a further 103,422 shares are to be issued
         in connection with this acquisition.


          Easy PC Computer Rentals Limited

          On July 10, 1997,  Brocker Technology Group (NZ) Limited acquired Easy
          PC Computer Rentals Limited  ("Easy") for an initial  consideration of
          $68,820  (NZ$71,183) and 8,128 common shares. In addition,  an advance
          on the final price was paid to the previous  shareholders  of $112,995
          (NZ$150,000).  This amount is  repayable to Easy based on the earn-out
          details below,  and is included within prepaid  expenses and deposits.
          Easy is involved in the rental of computer equipment.

          The maximum  purchase  price  payable is based on the profit earned by
          Easy for the year  ended  March  31,  1998 at a four  times  multiple.
          Additional  consideration,  however, is only payable based on the cash
          earned,  as  defined,  by Easy for the years  ended  March 31, 1999 to
          2000,  being the earn-out  period.  That is the maximum  price must be
          subsequently earned by Easy, during the earn-out period,  before it is
          payable.

          Any additional  consideration will be satisfied by the issue of common
          shares which will be held in escrow  until the  earn-out  criteria are
          met.


                                                                              16
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

3.   Acquisitions, continued:

     1998 Acquisitions, continued:

          Easy PC Computer Rentals Limited, continued

          This  acquisition  was  accounted for using the purchase  method.  Net
          assets acquired and consideration paid were as follows:

          ----------------------------------------------------------------------
                                                                          1999
          ----------------------------------------------------------------------

          Capital assets                                         $     248,576
          Rental assets, externally financed (note 7)                1,452,174
          Rental finance liability (note 7)                         (1,452,174)
          Net current liabilities                                     (253,602)
          Goodwill attributed                                           73,846

          ----------------------------------------------------------------------
          Consideration paid                                     $      68,820
          ----------------------------------------------------------------------


          On December  31,  1998,  an  additional  94,782  shares were issued in
          relation to the acquisition of Easy PC Computer Rentals Limited,  with
          an attributable value of $165,869.


          Image Craft Limited (formerly New Zealand Online Limited)

          On December 24, 1997,  Brocker  Technology Group (NZ) Limited acquired
          Image Craft Limited and its subsidiary company, Parrilott Pty Limited,
          for an initial  cash  consideration  of $390,800  (NZ$500,000).  Image
          Craft  Limited and Parrilott  Pty Limited  (collectively  "Image") are
          principally  involved  in  the  design  and  implementation  of  image
          processing and storage equipment for the photographic industry.

          The  maximum  purchase  price  payable  was to be based on the  profit
          earned by Image for the year  ended  March  31,  1998 at a four  times
          multiple. However, during the year ended March 31, 1999, an additional
          consideration of $125,034  (NZ$159,036) was accrued in relation to the
          final settlement.


                                                                              17
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

3.   Acquisitions, continued:

     1998 Acquisitions, continued:

          Image Craft Limited (formerly New Zealand Online Limited), continued

          This  acquisition  was  accounted for using the purchase  method.  Net
          assets acquired and consideration paid were as follows:

          ----------------------------------------------------------------------
                                                                            1999
          ----------------------------------------------------------------------

          Net current assets                                          $   65,648
          Capital assets                                                 278,372
          Goodwill attributed                                             46,780

          ----------------------------------------------------------------------
          Consideration paid                                          $  390,800
          ----------------------------------------------------------------------


     1997 Acquisitions:

          Industrial Communications Service Limited

          On  March  31,  1997,   Brocker   Investments  (NZ)  Limited  acquired
          Industrial   Communications   Service  Limited  for  an  initial  cash
          consideration  of $360,644  (NZ$387,998)  and 195,486  common  shares.
          Industrial  Communications  Service Limited ("Industrial") is involved
          in the servicing of telecommunication related equipment and the design
          and implementation of cellular based telecommunication solutions.

          The  maximum  purchase  price  payable is  $1,570,629  (NZ$2,084,998).
          Additional  consideration,  however, is only payable based on the cash
          earned,  as defined,  by Industrial for the years ended March 31, 1998
          to  1999,   being  the  earn-out   period.   That  is  any  additional
          consideration must be subsequently  earned by the company,  during the
          earn-out period, before it is payable.

          Any additional  consideration will be satisfied by the issue of common
          shares  which  will be held in escrow  until  the end of the  earn-out
          period.  The company has not  achieved a level of  profitability  that
          warrants the release of any shares currently held in escrow.


                                                                              18
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

3.   Acquisitions, continued:

     1997 Acquisitions, continued:

          Industrial Communications Service Limited, continued

          This  acquisition  was  accounted for using the purchase  method.  Net
          assets acquired and consideration paid were as follows:

          ----------------------------------------------------------------------
                                                                          1999
          ----------------------------------------------------------------------

          Net current assets                                        $  399,083
          Capital assets                                               322,164
          Goodwill attributed                                           --

          ----------------------------------------------------------------------
          Consideration paid                                        $  721,247
          ----------------------------------------------------------------------



4.   Capital assets:

     ===========================================================================
                                                               December 31, 1999
     ---------------------------------------------------------------------------
                                                  Accumulated           Net book
                                         Cost    depreciation              value
     ---------------------------------------------------------------------------

     Land [note 8(a)]           $     587,574   $      --          $     587,574
     Buildings [note 8(a)]          2,652,612          94,338          2,558,274
     Office equipment:
         Leased                        69,162          34,826             34,336
         Non-leased                   381,856         212,303            169,553
     Vehicles:
         Leased                        57,904          38,189             19,715
         Non-leased                    78,753          37,425             41,328
     Furniture and fixtures:
         Leased
         Non-leased                   431,506         372,459             59,047
     Computer hardware:
         Non-leased                 1,677,538         763,516            914,022
         Held for rental            1,022,550         488,244            534,306
     Computer software                790,772         161,645            629,127
     Plant and equipment              297,158          24,380            272,778
     Leasehold improvements           106,081          35,567             70,514

     ---------------------------------------------------------------------------
                                $   8,153,466   $   2,262,892      $   5,890,574
     ===========================================================================


                                                                              19
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

4.   Capital assets, continued:

<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------------------------
                                                                                March 31, 1999
     ----------------------------------------------------------------------------------------------
                                                               Accumulated            Net book
                                                   Cost       depreciation               value
     ----------------------------------------------------------------------------------------------

<S>                                         <C>              <C>                 <C>
     Land [note 8(a)]                       $   622,128      $       --          $     622,128
     Buildings [note 8(a)]                    2,684,411             37,860           2,646,551
     Office equipment:
         Leased                                  72,260             31,036              41,224
         Non-leased                             368,147            184,704             183,443
     Vehicles:
         Leased                                 105,285             69,380              35,905
         Non-leased                             107,222             45,302              61,920
     Furniture and fixtures:
         Leased                                  37,456              8,317              29,139
         Non-leased                             464,038            172,221             291,817
     Computer hardware:
         Non-leased                           1,750,998            901,607             849,391
         Held for rental                        830,688            369,218             461,470
     Computer software                          156,292             88,467              67,825
     Plant and equipment                        316,838            161,297             155,541
     Leasehold improvements                     147,402             42,688             104,714

     ----------------------------------------------------------------------------------------------
                                            $ 7,663,165      $   2,112,097       $   5,551,068
     ----------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
     ------------------------------------------------------------------------------------------
                                                                                March 31, 1998
     ------------------------------------------------------------------------------------------
                                                               Accumulated            Net book
                                                   Cost       depreciation               value
     ------------------------------------------------------------------------------------------

<S>                                         <C>              <C>                 <C>
     Office equipment:
         Leased                             $    29,598      $      14,039       $      15,559
         Non-leased                             218,228             82,476             135,752
     Vehicles:
         Leased                                  69,718             24,871              44,847
         Non-leased                             138,823             74,633              64,190
     Furniture and fixtures:
         Leased                                  35,598              4,041              31,557
         Non-leased                             349,516            118,955             230,561
     Computer hardware:
         Leased                                  15,659              2,349              13,310
         Non-leased                           1,243,415            562,767             680,648
         Held for rental                        360,951             75,233             285,718
     Computer software                          119,265             52,745              66,520
     Plant and equipment                        247,240            150,947              96,293
     Leasehold improvements                     126,156             26,851              99,305
     ------------------------------------------------------------------------------------------
                                              2,954,167          1,189,907           1,764,260

     Computer hardware, held for rental,
       externally financed (note 7)           2,786,167            870,855           1,915,312
</TABLE>

                                                                              20
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

<TABLE>
<CAPTION>


     ----------------------------------------------------------------------------------------------
<S>                                         <C>              <C>                 <C>
                                            $ 5,740,334      $   2,060,762       $   3,679,572
     ----------------------------------------------------------------------------------------------
</TABLE>


                                                                              21
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

4.   Capital assets, continued:

<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------------------------------------
                                                                                                March 31, 1997
     ----------------------------------------------------------------------------------------------------------
                                                                               Accumulated            Net book
                                                                   Cost       depreciation               value
     ----------------------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>                 <C>
     Office equipment:
         Leased                                           $      21,822      $      10,593       $      11,229
         Non-leased                                             204,195             59,289             144,906
     Vehicles:
         Leased                                                 213,783             81,997             131,786
         Non-leased                                             111,543             39,368              72,175
     Furniture and fixtures:
         Non-leased                                             347,710             96,214             251,496
     Computer hardware:
         Leased                                                   3,628                689               2,939
         Non-leased                                             682,022            299,220             382,802
     Computer software                                           66,199             30,828              35,371
     Plant and equipment                                        257,947            152,204             105,743
     Leasehold improvements                                      53,054             16,626              36,428

     ----------------------------------------------------------------------------------------------------------
                                                          $   1,961,903      $     787,028       $   1,174,875
     ----------------------------------------------------------------------------------------------------------
</TABLE>


5.   Deferred development costs:

<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------------------------------------
                                                                                      March 31,
                                                    December 31,     ------------------------------------------
                                                            1999            1999           1998           1997
     ----------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>             <C>            <C>
     Development costs deferred,
       beginning of period                         $   1,404,723    $    521,428    $    --        $    --
     Development costs deferred
       during the period                                 290,755         883,295        521,428         --
     ----------------------------------------------------------------------------------------------------------
                                                       1,695,478       1,404,723        521,428         --

     Amortized during the period                        (244,705)       (152,355)       (30,915)        --

     ----------------------------------------------------------------------------------------------------------
     Development costs deferred, end of period     $   1,450,773    $  1,252,368    $   490,513    $    --
     ----------------------------------------------------------------------------------------------------------
</TABLE>

     Development  costs  deferred  principally  relate  to  the  development  of
     software applications.

     Management  has  reviewed  the  status of the  projects  to which  deferred
     development  costs relate and are satisfied that the recovery of such costs
     is  reasonably  assured.  However the  eventual  recovery of these costs is
     ultimately  dependent on actual sales volumes being  achieved in subsequent
     periods and as such recovery is not certain.


                                                                              22
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

6.   Investments:

     Investment in associated company:

     During  1998,  Brocker  Technology  Group (NZ)  Limited took a 20% founding
     shareholding in Highway  Technologies  Limited.  This company has developed
     new  technology  capable of  providing  transport  and highway  management,
     operation and funding solutions.  The Board of Highway Technologies Limited
     has identified other sources of revenue in order to reduce the amount owing
     to Brocker Technology Group Limited. These sources include the provision of
     financial  and  technical  consulting  services to parties  external to the
     Group.

     In addition to the investment,  Brocker  Technology  Group (NZ) Limited has
     entered an agreement to loan Highway  Technologies Limited funds during the
     company's  establishment  phase up to a  maximum  of $1.1  million  (NZ$1.5
     million).  Interest  is  payable  on these  funds at 30% per  annum.  As at
     December  31,  1999,  amounts  advanced  to  Highway  Technologies  Limited
     amounted  to  $879,078  (NZ$1,166,969;  March 31,  1999 -  NZ$820,220).  No
     interest  has  been  recorded  on the  loan for the  current  year  (1998 -
     NZ$60,735).

<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------------
                                                                                            March 31,
                                                    December 31,            ---------------------------------------
     Carrying value of investment                           1999                     1999                 1998
     --------------------------------------------------------------------------------------------------------------
<S>                                                <C>                      <C>                  <C>
     Initial cost of investment                    $      87,366            $      87,366        $      87,366
     Amounts owing from associate                        879,078                  689,523              255,700
     Equity accounted losses to date                    (155,138)                (172,456)             (79,953)

     --------------------------------------------------------------------------------------------------------------
                                                   $     811,306            $     604,433        $     263,113
     --------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------------
                                                                             December 31,            March 31,
                                                                                     1999                 1999
     --------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                  <C>
     The financial position of Highway Technologies Limited
       as at March 31, 1999 is represented as follows:

     Net current assets*                                                    $         384        $       3,718
     Net current liabilities, including amounts owing to
       Brocker Technology Group Limited including
       accrued interest                                                        (1,085,175)            (803,523)

-------------------------------------------------------------------------------------------------------------------
     Total liabilities                                                      $  (1,084,791)       $    (799,805)
-------------------------------------------------------------------------------------------------------------------
</TABLE>

     *    All research and development expenditure has been expensed.


                                                                              23
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

6.   Investments, continued:

     Investment in associated company, continued:

     Management has assessed the  recoverability  of the funding loan to Highway
     Technologies  Limited,  which is ultimately dependent on the future revenue
     stream of the software  technology under development and the revenue stream
     from  consultancy  services,  and are satisfied on the basis of the current
     status of the projects  concerned that no impairment  provision is required
     as at March 31, 1999 and  December 31, 1999.  Management  will  continue to
     assess the need for an impairment provision in light of the actual revenues
     generated.

7.   Rental finance liability:

     Easy PC Computer Rentals Limited,  a subsidiary of Brocker Technology Group
     (NZ)  Limited,  acts as an  intermediary  between  an  independent  finance
     company,  which  arranges  finance for the purchase of  equipment,  and its
     customers.

     During March,  1999,  Easy PC Computer  Rentals  Limited  renegotiated  its
     Rental  Recourse  Dealer Deed, with the  independent  finance  company,  to
     ensure that all  significant  risk of recourse from the individual  finance
     agreements was transferred to the independent finance company.

     Due to the renegotiation,  the Group risk of recourse in 1999 is limited to
     $167,245.

     Included within the financial  statements for the year ended March 31, 1999
     is revenue of $910,550  (1998 - $1,075,944) in relation to income earned on
     these  leases  during the year up to the date of the  renegotiation  with a
     corresponding  depreciation  expense  of  $736,995  (1998 -  $870,855)  and
     interest charges of $173,555 (1998 - $205,089).

     For 1998  and  1997,  the  finance  company  had  recourse  back to Easy PC
     Computer Rentals Limited for any defaulting customers.

     As at March 31, 1998, the total  potential  recourse was $1,915,312  spread
     over some 421  individual  contracts.  The level of  defaults  during  this
     financial year was 7 contracts amounting to $7,000. Included within revenue
     is  $1,075,944  in relation to income  earned on these leases in the period
     since acquisition with a corresponding depreciation expense of $870,855 and
     interest charges of $205,089.


                                                                              24
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

8.   Indebtedness:

     (a)  Long-term debt:

<TABLE>
<CAPTION>
          --------------------------------------------------------------------------------------------------------------
                                                                                             March 31,
                                                           December 31,    ---------------------------------------------
                                                                   1999            1999           1998           1997
          --------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>            <C>
          Mortgage finance liability, payable in New
            Zealand dollars, with a current interest
            rate of 6.73%, collateralized by land
            and buildings situated at 17 Kahika
            Road, Beach Haven, Auckland, payable
            over 10 years                                   $ 2,099,617    $ 2,357,142    $      --      $      --
          Less current portion                                 (188,323)      (183,352)          --             --
          --------------------------------------------------------------------------------------------------------------
                                                              1,911,294      2,173,790           --             --

          Rental finance liability, payable in New
            Zealand dollars, with an interest rate
            of 16.1% per annum (note 7)                            --             --        1,915,312           --
          Less current portion                                     --             --       (1,094,464)          --
          --------------------------------------------------------------------------------------------------------------
                                                                   --             --          820,848           --

          Capital  lease  obligations,  payable  in  New
            Zealand  dollars, with interest rates ranging
            from 6.6% to 14.5% per annum,
            collateralized by related assets, payable
            over 1 to 3 years                                    65,991         91,632         49,813        145,888
          Less current portion                                  (11,640)       (36,676)       (44,303)       (97,313)
          --------------------------------------------------------------------------------------------------------------
          Capital lease obligations payable
            over 1 year                                          54,351         54,956          5,510         48,575

          Unsecured term liability, repayable in New
            Zealand dollars                                      52,731         55,832         54,712         66,430

          --------------------------------------------------------------------------------------------------------------
                                                           $ 2,018,376    $ 2,284,578    $   881,070    $   115,005
          --------------------------------------------------------------------------------------------------------------
</TABLE>


          The total  interest  expense  for the nine  months and years  ended in
          relation to long-term  debt was  December 31, 1999  $110,954 and March
          31, 1999 $258,957 (1998 - $207,048; 1997 - $4,989).

          Capital lease obligations are repayable as follows:

          ----------------------------------------------------------------------
                                              December 31,            March 31,
                                                      1999                 1999
          ----------------------------------------------------------------------

          2000                                 $    11,640          $    36,676
          2001                                      53,339               36,821
          2002                                       1,012               18,135

          ----------------------------------------------------------------------
                                               $    65,991          $    91,632
          ----------------------------------------------------------------------


                                                                              25
<PAGE>


Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

















                                                                              26

<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

8.   Indebtedness, continued:

     (b)  Mortgage finance liability:

<TABLE>
<CAPTION>
          ---------------------------------------------------------------------------------------------------------
                                                                                       March 31,
                                                 December 31,  ----------------------------------------------------
                                                         1999             1999              1998           1997
          ---------------------------------------------------------------------------------------------------------

<S>                                          <C>               <C>               <C>              <C>
          Mortgage finance liability         $      2,099,617  $     2,357,142   $       --       $       --

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


          On October 1, 1998,  Brocker  Technology Group (NZ) Limited  purchased
          new  premises  in  Auckland,   New  Zealand.  The  purchase  price  of
          NZ$3,400,000 was financed by mortgage  finance of NZ$3,045,000.  As at
          December 31, 1999, the amount  remaining  outstanding was NZ$2,787,225
          (March 31, 1999 - NZ$2,955,293), and is repayable as follows:

<TABLE>
<CAPTION>
          ---------------------------------------------------------------------------------------------------------
                                                       December 31,          December 31,             March 31,
                                                               1999                  1999                  1999
          ---------------------------------------------------------------------------------------------------------
                                                      (Cdn dollars)          (NZ dollars)          (NZ dollars)

<S>                                                   <C>                   <C>                   <C>
          In less than 1 year                         $     188,323         $     249,997         $     229,880
          1 to 2 years                                      195,052               258,930               245,837
          2 to 3 years                                      207,982               276,094               262,902
          3 to 4 years                                      223,071               296,125               281,152
          4 to 5 years                                      238,556               316,681               300,668
          5 years and over                                1,046,633             1,389,398             1,634,854

          ---------------------------------------------------------------------------------------------------------
                                                      $   2,099,617         $   2,787,225         $   2,955,293
          ---------------------------------------------------------------------------------------------------------
</TABLE>


     (c)  Financing facility:

<TABLE>
<CAPTION>
          ---------------------------------------------------------------------------------------------------------
                                                                                       March 31,
                                               December 31,    ----------------------------------------------------
                                                       1999             1999              1998           1997
          ---------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>               <C>              <C>
          Financing facility               $     11,076,510    $   3,213,122     $   5,827,883    $     998,485

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


          During  the  period   ended   December   31,  1999  the   subsidiaries
          successfully re-negotiated their financing arrangements.  A new NZ $20
          million  financing  facility,  secured by a registered first debenture
          over the assets and undertakings of these  subsidiaries,  replaces the
          previous

                                                                              27
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

          facilities, of similar terms, which were terminated during the period.
          The current interest rate on this facility is 6.7%.






                                                                              28
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

9.   Share capital:

     (a)  Authorized:

          Unlimited number of common shares
          Unlimited number of preferred shares
          10,000,000 Series A preferred shares, 6.5% cumulative

<TABLE>
<CAPTION>
          ---------------------------------------------------------------------------------------------------------
                                                                                      March 31,
                                                    December 31,  -------------------------------------------------
                                                            1999             1999          1998           1997
          ---------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>             <C>            <C>
         Issued and outstanding:
              Common shares                        $  16,197,527  $    3,353,490  $   2,959,499  $   2,262,460
              Series A preferred                          --           2,450,000      2,450,000      3,043,049
              Less share issue costs                    (337,507)        (41,769)       (41,769)       (41,769)
              Shares to be issued                        152,030          --             --             --

          ---------------------------------------------------------------------------------------------------------
                                                   $  16,012,050  $    5,761,721  $   5,367,730  $   5,263,740
          ---------------------------------------------------------------------------------------------------------
</TABLE>

          As at  December  31,  1999,  the  Company  had in  progress  a private
          placement   offering  of  1,800,000   shares  for  which  proceeds  of
          $4,319,637 had been  received.  These proceeds have been included with
          issued  share  capital.  Also at December  31, 1999 there were 103,422
          shares  due to be issued  in  relation  to the  earnout  of  Powercall
          Technologies Limited. These shares have been valued at $1.47 being the
          market  value of these  shares as at June 30,  1999 being the date the
          conditions for their issue were met.

          As at December 31, 1999 and March 31, 1999,  963,602 shares were being
          held in escrow  pursuant to Escrow  Agreements  which  provide for the
          release of such shares on a performance basis. In 1998, 760,500 shares
          were held in escrow.


                                                                              29
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

9.   Share capital, continued:

     (b) Share transactions:

<TABLE>
<CAPTION>
          --------------------------------------------------------------------------------------------------------------------------
                                                              March 31, 1999            March 31, 1998            March 31, 1997
                                                         -----------------------   -----------------------   -----------------------
          Common shares                                      Shares       Amount       Shares       Amount       Shares       Amount
          --------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>         <C>           <C>         <C>           <C>         <C>
          Shares outstanding at March 31                 11,704,554  $ 4,214,324   10,315,486  $ 2,262,460    8,741,000  $ 1,040,800
          Issue of shares for acquisition of Industrial
            Communications [note (i)]                          --           --        760,500    1,254,825      195,486      322,537
          Issue of shares for acquisition of Powercall
            Technologies Limited [note (ii)]                284,733      498,283       27,440       54,880         --           --
          Issue of shares for acquisition of Easy PC
            Computer Rentals Limited [note (iii)]           111,567      195,258        8,128       16,259         --           --
          Issue of shares in settlement of Personal
            Computer Systems Ltd. acquisition [note (iv)]      --           --           --           --        220,000      204,423
          Exercise of share warrants                         25,000       29,500      450,000      495,000         --           --
          Exercise of stock options                            --           --        143,000      130,900    1,159,000      694,700
          --------------------------------------------------------------------------------------------------------------------------
          Shares issued at March 31                      12,125,854    4,937,365   11,704,554    4,214,324   10,315,486    2,262,460

          Acquisition shares held in
            escrow [note (i) and (iii)]                    (963,602)  (1,583,875)    (760,500)  (1,254,825)        --           --

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

          Shares outstanding at March 31                 11,162,252  $ 3,353,490   10,944,054  $ 2,959,499   10,315,486  $ 2,262,460
          --------------------------------------------------------------------------------------------------------------------------
</TABLE>


          ----------------------------------------------------------------------
                                                           December 31, 1999
                                                        ------------------------
          Common shares                                     Shares       Amount
          ----------------------------------------------------------------------

          Shares outstanding at March 31                12,125,854 $  4,937,365
          Conversion of preferred shares                 1,884,613    2,450,000
          Private placement                              1,000,000    1,070,000
          Exercise of stock options                        112,000      144,400
          Exercise of share warrants                     1,800,000    4,860,000
          ----------------------------------------------------------------------
          Shares outstanding at December 31             16,922,467   13,461,765

          Acquisition shares held in escrow               (963,602)  (1,583,875)

          ----------------------------------------------------------------------
                                                        15,958,865   11,877,890

          Proceeds on private placement                       --      4,319,637

          ----------------------------------------------------------------------
                                                        15,958,865 $ 16,197,527
          ----------------------------------------------------------------------


          (i)  During   1998,   share  script  was  issued  in  respect  of  the
               acquisition of Industrial  Communications  Service Limited. These
               shares  (760,500)  are  currently  held in  escrow  and are  only
               released as earn-out provisions are achieved.

          (ii) During  1999,  shares were issued,  at $1.75,  in relation to the
               acquisition  of  Powercall  Technologies  Limited  in  respect of
               earn-out targets that were achieved (note 3).

               As at  December  31,  1999 and March 31,  1999,  186,317 of these
               shares were being held in escrow.


                                                                              30
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

9.   Share capital, continued:

     (b)  Share transactions, continued:

          (iii)Also during the year, additional shares were issued, at $1.75, in
               relation to the  acquisition of Easy PC Computer  Rentals Limited
               in respect of earn-out targets that were achieved (note 3).

               As at  December  31,  1999 and  March 31,  1999,  16,785 of these
               shares were being held in escrow.

          (iv) During  1997,  the  Company   completed  the  settlement  of  the
               acquisition  of  Personal  Computer  Systems  Limited,  with  the
               issuance of 220,000 common shares.

     (c)  Preferred shares:

<TABLE>
<CAPTION>
          ----------------------------------------------------------------------------------------------------------------
                                  December 31, 1999        March 31, 1999         March 31, 1998         March 31, 1997
                                --------------------    --------------------   --------------------   --------------------
          Preferred shares       Shares       Amount     Shares      Amount     Shares      Amount     Shares      Amount
          ----------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>         <C>        <C>         <C>        <C>         <C>        <C>
          Series A shares
            outstanding       2,450,000   $2,450,000  2,450,000  $2,450,000  3,043,049  $3,043,049  3,543,049  $3,543,049
          Redeemed at $1.00  (2,450,000)  (2,450,000)      --          --     (593,049)   (593,049)  (500,000)   (500,000)

          ----------------------------------------------------------------------------------------------------------------
          Series A shares
            outstanding            --           --    2,450,000  $2,450,000  2,450,000  $2,450,000  3,043,049  $3,043,049
          ----------------------------------------------------------------------------------------------------------------
</TABLE>


          In 1995, the Company acquired  Brocker  Investments (NZ) Limited and a
          liability   was   established   in  the   accounts  for  the  purchase
          consideration. In 1996, the liability was satisfied by the issuance of
          Series A preferred shares.

          During 1998, 593,049 shares were redeemed at $1.00 per share. For 1998
          and 1997,  the rate of any premium on  redemption,  and the redemption
          itself,  was at the  discretion  of the Company.  It was agreed by the
          preferred  shareholders  that a premium paid on redemption during 1997
          of $50,000  should be clawed back.  This was performed by reducing the
          cash  paid  on  redemption  during  1998  by the  same  $50,000.  This
          adjustment has been credited directly against the retained earnings of
          the Company.

          During  1999,  a  dividend  was  paid  at  6.5%  of  preferred  shares
          outstanding at September 30, 1998. During 1998, a dividend was paid at
          7.5% of preferred shares outstanding at September 30, 1997.


                                                                              31
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

9.   Share capital, continued:

     (c)  Unexercised options:

          At December  31, 1999 there are a total of 1,048,000  outstanding  and
          unexercised  stock options (March 31, 1999 - 889,000;  1998 - 934,000;
          1997 - 612,000).

          Options  held by the  Directors  of the  Company  December  31, 1999 -
          450,000 (March 31, 1999 - 387,000; 1998 - 287,000; 1997 - 350,000) are
          as follows:

          ----------------------------------------------------------------------
          Number of options               Exercise price           Expiry date
          ----------------------------------------------------------------------
                                 March 31,
          December 31,  -------------------------
             1999       1999       1998      1997
          ----------------------------------------------------------------------

             --         --         --       18,000    $0.30    December 21, 1999
           57,000     57,000     57,000     57,000     1.31     November 1, 2001
           50,000    100,000       --         --       1.50    November 30, 2003
          145,000    150,000    150,000    275,000     1.18     November 1, 2001
           30,000     30,000     30,000       --       1.90     November 1, 2002
           50,000     50,000     50,000       --       1.99     January 26, 2003
          118,000       --         --         --       1.41         July 2, 2004

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


          Options are held by  employees  of the Group as follows  December  31,
          1999 - 598,000  (March  31,  1999 - 502,000;  1998 -  647,000;  1997 -
          262,000):

          ----------------------------------------------------------------------
          Number of options               Exercise price           Expiry date
          ----------------------------------------------------------------------
                                 March 31,
          December 31,  --------------------------
             1999       1999       1998       1997
          ----------------------------------------------------------------------

             --       12,000     12,000     12,000    $0.30    December 31, 1999
           55,000    135,000    250,000    250,000     1.18     November 1, 2001
             --       20,000       --         --       1.52       April 17, 2000
          315,000    335,000    335,000       --       1.90     November 1, 2002
              --        --       50,000       --       1.99     January 26, 2003
          228,000       --         --         --       1.41         July 2, 2004

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



                                                                              32
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

9.   Share capital, continued:

     (d)  Earnings per common share:

          Earnings  per share has been  calculated  on the basis of the weighted
          average number of common shares  outstanding  for the year. Net income
          has been adjusted for dividends  paid on preferred  shares of December
          31, 1999 $152,743 (March 31, 1999 - $163,322;  1998 - $195,000; 1997 -
          $248,588).

<TABLE>
<CAPTION>
          ---------------------------------------------------------------------------------------------------------
                                                                                       March 31,
                                                     December 31,     ---------------------------------------------
                                                             1999            1999           1998           1997
          ---------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>            <C>             <C>
          Weighted average number of shares            12,385,591      11,012,887     10,516,318      9,425,583

          Net income (loss) attributable to
            shareholders after deduction
            of preference dividends                   $  (243,794)    $   351,492    $   601,816    $   589,062

          Basic earnings (loss) per share             $    (0.02)     $      0.03    $      0.06    $      0.06

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

          For the current  period and previous  financial  years,  the effect on
          earnings  per  share  of  the  exercise  of  outstanding  options  and
          conversion of preferred  shares,  for the calculation of fully diluted
          earnings per share, is anti-dilutive.



10.  Income tax:

<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------------------------------------
                                                                                       March 31,
                                                    December 31,     ------------------------------------------
                                                            1999            1999           1998           1997
     ----------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>            <C>             <C>
     Expected income tax expense calculated
       on the Statutory Rate on earnings
       before taxation                                $   (5,077)    $   346,635     $  583,691     $  580,081

     Adjusted for the tax effect of:
         Amortization of goodwill                         82,591         114,487         95,497         88,239
         Canadian parent company losses
           not available for offset with
           foreign income                                  --              --            14,784          --
         Adjustment for foreign tax rates                  4,036        (109,765)      (203,896)      (162,140)
         Other                                            21,040         (78,366)        15,991        (34,392)

     ----------------------------------------------------------------------------------------------------------
     Income tax expense                               $  102,590     $   272,991     $  506,067     $  471,788
     ----------------------------------------------------------------------------------------------------------
</TABLE>


                                                                              33
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

10.  Income tax, continued:

<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------------
                                                                                      March 31,
                                                    December 31,  -------------------------------------------------
                                                            1999            1999           1998           1997
     --------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>             <C>            <C>
     Total income tax expense is made up of:
         Current taxation                          $     102,590  $      180,380  $     648,116  $     488,949
         Deferred taxation                                 --             92,611       (142,049)       (17,161)

     --------------------------------------------------------------------------------------------------------------
                                                   $     102,590  $      272,991  $     506,067  $     471,788
     --------------------------------------------------------------------------------------------------------------
</TABLE>



11.  Related party transactions:

     (a)  During the year ended March 31, 1999,  the Group  provided an interest
          free short-term advance to the Chief Executive Officer of the Company.
          The balance  outstanding  at March 31, 1999 was $4,663 (1998 - $5,778;
          1997 - $71,390).  This  balance is included in other  receivables.  At
          December  31,  1999 the  balance  included  in other  receivables  was
          $4,403.

          The Chief Executive Officer has outstanding borrowings of $26,371 from
          the Group at March 31,  1999.  Interest is  currently  charged on this
          amount at 6.5% and the loan is unsecured and repayable on demand.  The
          maximum amount  outstanding  during the period ended December 31, 1999
          and years  ended  March 31,  1999 and 1998 in respect of this loan was
          $94,817,  and interest charged amounted to $1,240 (1999 - $7,725; 1998
          - $233). At December 31, 1999 there was no balance outstanding.

     (b)  The Chief Executive Officer of the Company, as at March 31, 1999, held
          923,453 (1998 - 1,148,453; 1997 - 1,344,153) preferred shares on which
          a dividend of $60,783  was paid  during 1999 (1998 - $86,134).  During
          1998,  195,700 of these  shares were  redeemed  and settled by cash of
          $173,614.  At  December  31,  1999 all  shares  previously  held  were
          converted into 710,348  common shares and $60,024  dividends were paid
          during the period.


                                                                              34
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

11.  Related party transactions, continued:

     (c)  Directors  of the Company  have  exercised  stock  options.  The funds
          required to exercise  these  options have been loaned to the Directors
          by Brocker Technology Group (NZ) Limited.

          As at December 31, 1999, the amount  outstanding  was $557,904  (March
          31, 1999 - $749,375;  1998 - $715,801;  1997 - $691,698).  The current
          market  value of the  shares,  held as  security  over these  loans at
          December 31, 1999 is in excess of $7.0 million  (March 31, 1999 - $1.6
          million;  1998 - $1.3 million).  Interest of $12,768 (March 31, 1999 -
          $16,692;  1998 - $22,263) was charged during the year. This balance is
          included in other  receivables.  The maximum amount outstanding during
          the year in respect of these loans was $749,375 (1998 - $715,801).

          The loan to each  Director is repayable on demand or within 30 days of
          the  individual  ceasing to be a Director of the Company or one of its
          subsidiaries.  The  beneficial  ownership  of the  shares  are held as
          security  over the loan,  and the Company  retains the right to either
          sell or cancel the shares to settle any  outstanding  amounts  and the
          employee may not sell or transfer the shares  prior to  settlement  of
          the amounts outstanding.

          All loans to directors  and officers of the Company are full  recourse
          loans.

     (d)  Directors, of various subsidiary companies, have advances owing to the
          Group as at December  31, 1999  totalling  $166,340  (March 31, 1999 -
          $193,124; 1998 - $105,412),  including the NZ$150,000 advance referred
          to in note 3. In all cases,  these Directors were  shareholders of the
          subsidiary  prior to  acquisition  by  Brocker  Technology  Group (NZ)
          Limited.  No interest is charged on the  amounts  outstanding  and the
          balance is included in other receivables.

     (e)  A number of Group  companies  transact  business  with each other on a
          regular  basis.   These   transactions  are  entered  into  on  normal
          commercial terms and are eliminated on consolidation.  See note 13 for
          intersegment revenues.

     Unless otherwise stated the maximum amount  outstanding during the year was
     the balance at December 31, 1999,  March 31, 1999,  March 31, 1998 or March
     31, 1997.


                                                                              35
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

12.  Employee share ownership plan:

     In November,  1996,  the Company  established  a plan to enable a number of
     senior  management  employees  to acquire  stock  options  in the  Company.
     Brocker Technology Group (NZ) Limited has provided financial  assistance to
     some of these employees to exercise the options offered.

     The loan to each  employee is  repayable on demand or within 30 days of the
     individual  ceasing  to be an  employee  of  the  Company  or  one  of  its
     subsidiaries.  The beneficial  ownership of the shares are held as security
     over the loan,  and the Company  retains the right to either sell or cancel
     the shares to settle any outstanding  amounts and the employee may not sell
     or transfer the shares prior to settlement of the amounts outstanding.

     As at December 31, 1999, the amounts outstanding in respect of these shares
     amounted  to $87,731  (March 31, 1999 - $84,297;  1998 -  $130,855;  1997 -
     $391,243)  and is included  within  other  receivables.  Interest of $8,371
     (March 31,  1999 -  $13,729;  1998 - $17,794)  was  charged on these  loans
     during the periods  respectively.  The current  market  value of the shares
     held as security is in excess of $1.8  million  (March 31, 1999 - $600,000;
     1998 - $470,000).

     The maximum  amount  outstanding  during the period ended December 31, 1999
     was $130,855 (March 31, 1999 - $130,855; 1998 - $391,243).


13.  Segmented operations:

     (a) The Group  operates  in two  geographical  segments,  New  Zealand  and
         Australia. The Canadian operations shown relate to administrative items
         only.

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------------------------
     December 31, 1999                         Canada           New Zealand         Australia         Total
     -----------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>              <C>               <C>
     Sales                                $      --          $   72,123,208   $    37,693,608   $  109,816,816
     Net profit                                  --                (645,645)          554,594          (91,051)
     Depreciation                                --                 500,161            86,270          586,431
     Amortization                                --                 286,373            16,998          303,371
     Interest                                    --                 700,653           144,467          845,120
     Identifiable assets                      3,445,782          44,359,380        10,367,201       58,172,363
     Capital expenditure                         --                 434,571           117,606          552,177

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


                                                                              36
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

13.  Segmented operations, continued:

<TABLE>
<CAPTION>
     ------------------------------------------------------------------------------------------------------------
     December 31, 1998                           Canada         New Zealand         Australia            Total
     ------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>              <C>               <C>
     Sales                                $      --          $   83,857,050   $    14,146,518   $   98,003,568
     Net profit                                  --                 206,733           176,841          383,574
     Depreciation                                --               1,066,426            45,965        1,112,391
     Amortization                                --                 150,000            14,182          164,182
     Net interest expense                        --                 671,027           108,254          779,281
     Identifiable assets                        232,919          44,490,483         4,650,473       49,373,875
     Capital asset expenditure                   --               4,293,979            87,272        4,381,251

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

<CAPTION>
     ------------------------------------------------------------------------------------------------------------
     March 31, 1999                              Canada         New Zealand         Australia            Total
     ------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>              <C>               <C>
     Sales                                $      --          $  109,887,630   $    23,415,010   $  133,302,640
     Intersegment revenue                        --                  18,058           (18,058)          -
     Net profit                                  --                 204,103           310,711          514,814
     Depreciation and amortization               --               1,894,449           116,254        2,010,703
     Net interest expense                        --               1,270,935           138,252        1,409,187
     Identifiable assets                         --              41,417,762         9,269,733       50,687,495
     Capital asset expenditure                   --               4,349,113           324,768        4,673,881

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

<CAPTION>
     ------------------------------------------------------------------------------------------------------------
     March 31, 1998                              Canada         New Zealand         Australia            Total
     ------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>              <C>               <C>
     Sales                                $      --          $   57,281,846   $    13,529,374   $   70,811,220
     Net profit (loss)                          (33,001)          1,208,407          (378,590)         796,816
     Depreciation and amortization               --               1,629,985            62,600        1,692,585
     Net interest expense                        --                 584,070            84,775          668,845
     Identifiable assets                         --              29,923,977         2,575,194       32,499,171
     Capital asset expenditure                   --               1,007,960            37,159        1,045,119

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

<CAPTION>
     ------------------------------------------------------------------------------------------------------------
     March 31, 1997                              Canada         New Zealand         Australia            Total
     ------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>              <C>               <C>
     Sales                                $      --          $   38,237,323   $    11,872,216   $   50,109,539
     Net profit (loss)                          (82,606)          1,118,195          (197,939)         837,650
     Depreciation and amortization               --                 381,447            48,428          429,875
     Net interest expense                        --                 141,253            20,511          161,764
     Identifiable assets                         30,662          14,500,039         5,395,799       19,926,500
     Capital asset expenditure                   --                 493,846            18,639          512,485

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



                                                                              37
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

13.  Segmented operations, continued:

     (b)  The Group operates in four industry  segments,  being the divisions by
          with  the  Group  is  managed.   These   divisions   are   application
          development,   sales  and  distribution,   professional  services  and
          technical services.  The corporate services operation shown relates to
          the Group's administrative functions in Canada and New Zealand.

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------------------
                                          Sales and       Technical     Application    Professional       Corporate
     December 31, 1999                 Distribution        Services     Development        Services        Services           Total
     -------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>             <C>             <C>
     Sales                            $ 103,459,343   $      95,614   $   1,883,592   $   4,378,267   $        --     $ 109,816,816
     Intersegment revenue                  (421,976)         20,038           4,980         396,958            --              --
     Net profit (loss)                    1,761,288           2,109      (1,375,991)       (385,330)        (93,127)        (91,051)
     Depreciation                           103,803           1,475         112,811         173,471         194,871         586,431
     Amortization                            16,998            --           115,665            --           170,708         303,371
     Interest                               689,004            --           265,381          88,676        (197,941)        845,120
     Identifiable assets                 34,524,113          51,272        (243,221)        344,139      23,496,060      58,172,363
     Capital asset expenditure               63,937           9,979          55,725         257,219         165,317         552,177

     -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------------------
                                          Sales and       Technical     Application    Professional       Corporate
     December 31, 1998                 Distribution        Services     Development        Services        Services           Total
     -------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>             <C>             <C>
     Sales                            $  90,446,256   $   1,944,065   $   1,450,624   $   4,150,073   $      12,550   $  98,003,568
     Intersegment revenue                  (731,437)          3,695          15,310         712,432            --              --
     Net profit (loss)                    2,327,339          64,036        (278,214)       (186,695)     (1,542,892)        383,574
     Depreciation                           200,643          49,265         139,663         687,769          35,051       1,112,391
     Amortization                            14,182            --              --              --           150,000         164,182
     Interest                               741,109          36,034          68,034         182,262        (248,158)        779,281
     Identifiable assets                 48,579,745         601,545         395,176       2,704,099      (2,906,690)     49,373,875
     Capital asset expenditure              377,627          38,028         236,567         411,806       3,317,223       4,381,251

     -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------------------
                                          Sales and       Technical     Application    Professional       Corporate
     March 31, 1999                    Distribution        Services     Development        Services        Services           Total
     -------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>             <C>             <C>
     Sales                            $ 124,995,192   $   2,661,745   $   2,124,378   $   3,519,855   $       1,470   $ 133,302,640
     Intersegment revenue                   465,306         (38,691)        (62,525)       (364,090)           --              --
     Net profit (loss)                    3,137,297          54,278        (407,056)        (65,010)     (2,204,695)        514,814
     Depreciation and amortization        1,257,971          82,843         330,630          37,252         302,007       2,010,703
     Net interest expense                 1,206,905          33,225         126,465           8,651          33,941       1,409,187
     Identifiable assets                 49,731,409         532,667         189,390       1,100,084        (866,055)     50,687,495
     Capital asset expenditure              835,810         185,184         170,388         126,934       3,355,565       4,673,881

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


                                                                              38
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

13.  Segmented operations, continued:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------------------
                                          Sales and       Technical     Application    Professional       Corporate
     March 31, 1998                    Distribution        Services     Development        Services        Services           Total
     -------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>             <C>             <C>
     Sales                            $  67,856,803   $   2,331,371   $     623,046   $      --       $        --    $   70,811,220
     Intersegment revenue                   178,283         (12,632)       (165,651)         --                --              --
     Net profit (loss)                    2,555,089         (28,671)         96,344          --          (1,825,946)        796,816
     Depreciation and amortization        1,470,999          90,513          87,274          --              43,799       1,692,585
     Net interest expense                   540,396          70,030           2,541          --              55,878         668,845
     Identifiable assets                 33,281,993         441,775         306,213          --          (1,530,810)     32,499,171
     Capital asset expenditure              598,923          66,128         250,293          --             129,775       1,045,119

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


     During the year ended March 31, 1999, the Group  conducted  business with a
     single customer that accounted for revenue of $23,792,150. This revenue was
     generated in New Zealand by the Distribution  Services segment.  There were
     no such customers during the 1998 or 1997 year.

     The Group  operated  solely in the Sales and  Distribution  industry in the
     year ended March 31, 1997.



14.  Financial instruments:

     Currency risk:

     The nature of activities and management  policies with respect to financial
     instruments are as follows:

     (i)  Currency:

          The Group uses a very limited number of forward exchange contracts and
          currency   options  to  hedge   purchases   of  inventory  in  foreign
          currencies.  The Group's  exchange  rate  commitments  are intended to
          minimize the exposure to exchange  rate  movement  risk on the cost of
          the  Group's  products  and on the  price  it is able  to  sell  those
          products  to  customers.  The  Group  does  not use  foreign  exchange
          instruments for trading or any other purpose.

          No  forward  exchange  contracts  were  entered  into  during the 1999
          financial  year.  During the 1998 financial year, the average value of
          these  contracts  amounted to  $1,232,000  and were entered as a hedge
          against New Zealand purchases made in Australian dollars.


                                                                              39
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

14.  Financial instruments, continued:

     Currency risk, continued:

     (ii) Concentration of credit risk:

          In the normal  course of business,  the Group incurs  credit risk from
          trade debtors and transactions with financial institutions.  The Group
          has a credit  policy which is used to manage the risk. As part of this
          policy,  limits on exposure with  counterparties have been set and are
          monitored on a regular  basis.  Anticipated  bad debt losses have been
          provided for in the allowance for doubtful accounts.

          The Group has no significant  concentrations of credit risk other than
          as  disclosed.  The Group  does not  consider  that they  require  any
          collateral  or security to support  financial  instruments  due to the
          quality of financial institutions and trade debtors.

     (iii) Interest rate risk:

          The  Group  has  adopted a policy of  ensuring  that its  exposure  to
          changes in interest rates is on a floating rate basis.

     (iv) Fair values:

          The fair values of the Group's cash  accounts  and other  receivables,
          bank,  indebtedness,  accounts payable,  accrued liabilities and lease
          obligations  approximate  their carrying values given their short-term
          nature. The carrying value of the demand debenture and capital leases,
          as disclosed in note 8, also approximate their fair value.


                                                                              40
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

15.  Commitments:

     (a)  Brocker  Technology  Group (NZ)  Limited has entered  into a number of
          acquisitions  where the final  acquisition  price is  dependent on the
          occurrence  of  future  events.  This  contingent  purchase  price  is
          calculated  based  on cash  flow  earned  for a given  period,  and is
          settled by way of shares issued but held in escrow.

          Shares are released  from escrow based on cash flows,  as defined with
          each party,  earned by the  subsidiary  over a varying number of years
          following acquisition, being the "earn-out" period.

          As at December 31, 1999, the following earn-outs were in existence:

          ----------------------------------------------------------------------
          Subsidiary                    Acquisition price and earn-out provision
          ----------------------------------------------------------------------

          Industrial Communications     Maximum  purchase price  established and
            Service Limited             shares  issued  and held in escrow  (see
                                        note 9).  Earn-out based on defined cash
                                        flow  earned in  financial  years  ended
                                        March 31, 1998 to 1999 (note 3).

          Powercall Technologies        Shares to be held in escrow based on the
            Limited                     lesser  of 4 times the  cumulative  cash
                                        flow  earned for the years  ended  March
                                        31, 1998 to 2001 or 12 times  profit for
                                        the year ended March 31,  2001,  limited
                                        to  NZ$20  million.  Earn-out  based  on
                                        defined  cash flow  earned in  financial
                                        years ended March 31, 1998 to 2002 (note
                                        3).

          Easy PC Computer              Shares  to be held in  escrow  based  on
            Rentals Limited             cash  flow  earned  for the  year  ended
                                        March  31,  1998.   Earn-out   based  on
                                        defined  cash flow  earned in  financial
                                        years ended March 31, 1999 to 2000 (note
                                        3).

          Pritech Corporation Limited   Shares  to be held in  escrow  based  on
                                        cash  flow  earned  for the  year  ended
                                        September  30, 1998.  Earn-out  based on
                                        defined  cash flow  earned in  financial
                                        years ended  September  30, 1999 to 2000
                                        (note 3).

          1 World Systems Limited       Shares  to be held in  escrow  based  on
                                        cash  flow  earned  for the  year  ended
                                        March  31,  1999.   Earn-out   based  on
                                        defined  cash flow  earned in  financial
                                        years ended March 31, 2000 to 2001 (note
                                        3).

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


                                                                              41
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

15.  Commitments, continued:

     (a)  Continued:

          Based  on  the  latest  available  information,   the  directors  have
          estimated that the maximum number of shares that could  potentially be
          issued,  including  those  currently  in  escrow,  under the  earn-out
          agreements  referred to in note 3 is 2.4 million  common  shares.  The
          number of shares that will  ultimately be issued is dependent upon the
          subsidiaries concerned achieving their respective earn-out criteria.

     (b)  Group   companies   operate  from  leased   premises  and  have  other
          obligations  under operating  leases  requiring  annual  repayments as
          follows:

          ----------------------------------------------------------------------
                                        December 31, 1999         March 31, 1999
          ----------------------------------------------------------------------

          2000                                   $383,085               $467,652
          2001                                    349,519                382,624
          2002                                    158,808                309,829
          2003                                     45,799                150,140

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

16.  Contingencies:

     In the general  course of business,  disputes may arise with  customers and
     other third parties.  The Directors  consider  adequate  provision has been
     made for all such instances.

17.  Subsequent events:

     (a)  Effective July 1, 1999, the Company has successfully  renegotiated its
          financing  arrangements  with the National  Bank of New Zealand.  This
          increased NZ$20 million facility  provides the Group's New Zealand and
          Australian  operations  greater  access  to funds at a lower net cost.
          This facility will be secured over the Group's assets.

     (b)  Also  subsequent  to March 31,  1999,  the  Company  completed a fully
          subscribed  private  placement of 1,000,000 units to raise proceeds of
          $1,070,000.  Each  unit  is  comprised  of one  common  share  and one
          non-transferable  share purchase warrant entitling the purchase of one
          additional common share at a price of $1.25 until January 16, 2002.


                                                                              42
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

17.  Subsequent events, continued:

     (c)  Effective December 15, 1999, the Company completed a private placement
          of  1,800,000  warrants  at a price  of  $2.70.  Each  warrant  may be
          exchanged for one common share and a warrant to purchase one-half of a
          common  share at $1.575 per one-half  share.  Proceeds of $4.9 million
          were received.  Agent options to purchase  486,000 common shares at an
          exercise price of $3.15 were granted.

     (d)  Subsequent  to December  31,  1999,  the  Company  completed a private
          placement  of 1,800,000  common  shares.  The net  proceeds  from this
          placement  were  $10,258,780 of which  $5,939,143  were received after
          December 31,  1999.  In  connection  with this  transaction,  an agent
          warrant was granted for the  purchase of 228,400  common  shares at an
          exercise price of $6.25 per share.

18.  Reconciliation with United States generally accepted accounting principles:

     The Company follows Canadian generally accepted accounting principles which
     conform in all material  respects  with those in the United States and from
     practices prescribed by the Securities and Exchange  Commission,  except as
     follows:

     (a)  Research and  development  costs are generally  expensed in the United
          States.  In Canada,  development  costs may be  deferred to the extent
          that costs can reasonably be expected to be recovered.

     (b)  Directors and employee  loans for the purchase of shares are generally
          deducted  from  shareholders'  equity.  In  Canada,  the  loans may be
          recorded in other accounts receivable in certain circumstances.

     (c)  The only items included in the  determination of comprehensive  income
          were  the  foreign  currency  adjustments  on the  translation  of the
          financial statements of subsidiary companies. Accordingly, the changes
          in other  comprehensive  income are as disclosed  in the  statement of
          foreign currency translation reserve.


                                                                              43
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

18.  Reconciliation with United States generally accepted accounting principles,
     continued:

     The application of United States generally accepted  accounting  principles
     would have the following effect on the reported net income:

<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------------
                                                                                      March 31,
                                                    December 31,     ----------------------------------------------
                                                            1999            1999           1998           1997
     --------------------------------------------------------------------------------------------------------------
     (Stated in thousands of Canadian dollars)
<S>                                                  <C>             <C>            <C>            <C>
     Net income (loss) in accordance with
       Canadian generally accepted
       accounting principles, as reported            $       (91)    $       515    $       797    $       837

     Adjustments required:
         Development costs                                  (198)           (761)          (491)          --

     Income taxes                                             66             183            173           --

-------------------------------------------------------------------------------------------------------------------
     Net income (loss) in accordance with
       United States generally accepted
       accounting principles                                (223)            (63)           479            837

     Adjustment to comprehensive income in
       accordance with U.S. generally accepted
       accounting principles                                (468)             82           (799)            22

-------------------------------------------------------------------------------------------------------------------
     Total comprehensive income                      $      (691)    $        19    $      (320)   $       859
-------------------------------------------------------------------------------------------------------------------

     Net income (loss) attributable to shareholders
       after deduction of preferred dividends        $      (376)    $      (226)   $      (284)   $       588
-------------------------------------------------------------------------------------------------------------------

     Earnings per share in  accordance  with
       United  States  generally  accepted
       accounting principles:
         Basic                                       $     (0.03)    $     (0.02)   $      0.03    $      0.06
         Fully Diluted                                     (0.03)          (0.02)          0.03           0.06

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



                                                                              44
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

18.  Reconciliation with United States generally accepted accounting principles,
     continued:

     United States GAAP reconciliation for the balance sheet:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------------------------------------
                                                    December 31,                                 March 31,
                                                        1999                   1999                 1998                  1997
                                               -------------------   ---------------------------------------------------------------
                                               Canadian       U.S.   Canadian       U.S.   Canadian       U.S.   Canadian       U.S.
     -------------------------------------------------------------------------------------------------------------------------------
     (Stated in thousands of dollars)
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>
     Other accounts receivable                  $ 1,869    $ 1,058    $ 1,435    $   377    $ 1,637    $   584    $ 1,115     $ --
     Deferred tax asset                             310        733        310        667        214        387         72         72
     Deferred development costs                   1,450       --        1,252       --          491       --         --         --
     Share capital                               16,012     15,201      5,762      4,704      5,368      4,315      5,264      4,149
     Retained earnings                            1,463        436      1,707        812      1,355      1,037        703        703

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


     (d)  Stock based compensation:

          The Company  applies the  intrinsic  value-based  method of accounting
          prescribed by Accounting  Principles Board Opinion No. 25, "Accounting
          for Stock  Issued  to  Employees",  and  related  interpretations,  in
          accounting  for its stock options  issued to employees,  directors and
          officers of the Company for purposes of  reconciliation  to U.S. GAAP.
          As such,  compensation  expense would be recorded on the date of grant
          only if the current market price of the underlying  stock exceeded the
          exercise   price.   SFAS  No.   123,   "Accounting   for  Stock  Based
          Compensation",  established  accounting  and  disclosure  requirements
          using a fair value-based method of accounting for stock based employee
          compensation  plans.  As  allowed by SFAS No.  123,  the  Company  has
          elected  to  continue  to apply the  intrinsic  value-based  method of
          accounting described above and has adopted the disclosure requirements
          of SFAS No. 123. Stock options  issued to consultants  and other third
          parties are accounted for at their fair values in accordance with SFAS
          No. 123.

          The Company has calculated the fair value of stock options  granted to
          employees,  directors  and  officers  using the Black  Scholes  option
          pricing model with the following weighted-average assumptions:

<TABLE>
<CAPTION>
          ------------------------------------------------------------------------------------------------------
                                                                                        March 31,
                                                    December 31,           -------------------------------------
                                                            1999            1999           1998           1997
          ------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>            <C>            <C>
          Risk free interest rate                             6%              6%             6%             6%
          Volatility                                         60%             60%            60%            60%
          Expected option life (in years)                     5               5              5              5
          Dividend yield                                      0%              0%             0%             0%

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



                                                                              45
<PAGE>

Brocker Technology Group Limited
Notes to Consolidated Financial Statements, continued
(Canadian Dollars)

Years ended March 31, 1999, 1998 and 1997
(Information subsequent to March 31, 1999 is unaudited)

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

18.  Reconciliation with United States generally accepted accounting principles,
     continued:

     (d)  Stock based compensation, continued:

          Had the Company determined  compensation costs based on the fair value
          at the date of grant for its stock  options  under SFAS No.  123,  net
          earnings in  accordance  with U.S. GAAP would have been as reported in
          the  following  table.  The Company has not  recognized  in income any
          amount  under  SFAS No.  123 for  stock  based  employee  compensation
          expense.  These pro forma earnings reflect compensation cost amortized
          over the options' vesting period.

<TABLE>
<CAPTION>
          -----------------------------------------------------------------------------------------------------
                                                                                          March 31,
                                                    December 31,         --------------------------------------
                                                            1999            1999            1998           1997
          -----------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>            <C>            <C>
          Net income (loss) under U.S. GAAP:
               As reported                               $  (223)        $   (63)        $   479        $   837
               Pro forma                                    (299)           (287)            393            723

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

          Basic income (loss) per
             common share:
               As reported                               $ (0.03)        $ (0.02)        $  0.03        $  0.06
               Pro forma                                   (0.04)          (0.04)           0.02           0.05

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


                                                                              46
<PAGE>



ITEM 18. FINANCIAL STATEMENTS

Not applicable.


ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>
<CAPTION>

(a) Index to Financial Statements                                              Page
---------------------------------                                              ----

<S>                                                                             <C>
Title Page                                                                      F-1

Independent Auditor's Report                                                    F-2

Table of Contents                                                               F-3

Consolidated Balance Sheets as at December 13, 1999 (unaudited) and March       F-4
31 of 1999,1998 and 1997 (audited)

Consolidated  Statements of Earnings for the Nine months ended  December 31,    F-5
1999 and 1998 (unaudited) and March 31, 1999, 1998 and 1997 (audited)

Consolidated Statements of Retained Earnings for the Nine months ended          F-6
December 31, 1999 and 1998 (unaudited) and March 31, 1999, 1998 and 1997
(audited)

Consolidated Statements of Cash Flows for the Nine months ended December 31,    F-7
1999 and 1998 (unaudited) and March 31,
</TABLE>


                                       32
<PAGE>

<TABLE>

1999, 1998 and 1997 (audited)

<S>                                                                             <C>
Notes to the  Consolidated  Financial  Statements  for the Nine                 F-8 through F-43
months ended December 31, 1999  (unaudited)  and March 31,
1999, 1998 and 1997 (audited)

(b)      Index to Exhibits
--------------------------

3(i)     Restated Articles of Incorporation dated                               E-1 through E-9
         November 16, 1998*

3(ii).1  Bylaws dated November  25, 1993*                                       E-10 through E-60

3(ii).2  Amendment to Bylaws dated October 23,  1998*                           E-61

10.1     Brocker Investments (NZ) Ltd. acquisition of
         Industrial Communications Service Ltd. ("ICS")
         (March 31, 1997)*                                                      E-62 through E-116

10.2     Brocker Investments (NZ) Ltd. acquisition of
         Powercall Technologies Ltd. (May 16, 1997),
         and earn-out projections*                                              E-117 through E-153

10.3     Brocker Investments (NZ) Ltd. acquisition of
         Easy PC Computer Rentals Limited (July 10, 1997),
         and earn-out projections*                                              E-154 through E-201

10.4     Brocker Investments (NZ) Ltd. acquisition of
         Image Craft Ltd. (formerly New Zealand On-Line Ltd.)
         (December 24, 1997)*                                                   E-202 through E-315

10.5     Brocker Investments (NZ) Ltd. acquisition of
         Pritech Corporation Limited (March 31, 1998)*                          E-316 through E-408

10.6     Brocker Investments (NZ) Ltd. acquisition of
         Microchannel Limited, undated (Note: Heads of
         Agreement dated February 13, 1998)*                                    E-409 through E-474

10.7     Agreement for Sale and Purchase of Shares of Personal
         Computer Systems (1993) Limited (January 25, 1995), including
         Deed of Variation and Memorandum of Agreement, dated
         November 24, 1995*                                                     E-475 through E-537

10.8     Share Purchase Agreement between Genetics
         Limited, Mike J. Duff, Casey J. O'Byrne, Lionel A.
         Singleton, Damen Ng, Roger N. Gimby and
         Brocker Investments Limited, dated November 10, 1994*                  E-538 through E-544

10.9     Share Exchange Agreement between Talgarth Limited,
         Edgewell Limited, Classic Portraits and Design Ltd. and
         Brocker Investments, dated August 31, 1994 (including
         board minutes)*                                                        E-545 through E-568
</TABLE>


                                       33
<PAGE>


<TABLE>

<S>                                                                             <C>
10.10    Share Sale Agreement between Edgewell Limited and
         Talgarth Limited, Mike J. Duff, Casey J. O'Byrne, Lionel
         A. Singleton, Damen Ng and Roger N. Gimby, dated
         November 10, 1994 (including board minutes)*                           E-569 through E-579


10.11    Agreement for Purchase and Sale of Shares between
         Brocker Investments Ltd. and 621202 Alberta Ltd.,
         dated March 14, 1995*                                                  E-580 through E-603

10.12    Agreement between The Number One Software Company
         Limited ("NOSCL") and Brocker Investments (NZ) Limited,
         dated March 31, 1995*                                                  E-604 through E-618

10.13    Agreement for Sale and Purchase of Shares between John
         Richard Campbell and Robyn Lorna Campbell and Brocker
         Investments (NZ) Limited, dated March 31, 1995*                        E-619 through E-654

10.14    Agreement for Sale and Purchase of Shares between Michael
         Brian Ridgway and Brocker Investments (NZ) Limited for the
         Purchase of 32,999 Shares in Sealcorp Computer Products
         Limited, dated December 20, 1994*                                      E-655 through E-664

10.15    Salaried Employment Contract between Powercall Technologies
         Limited and Evan James Read, dated April 1, 1997*                      E-665 through E-675

10.16    Salaried Employment Contract between Powercall Technologies
         Limited and Gregory Hunt, dated May 10, 1997*                          E-676 through E-687

10.17    Salaried Employment Contract between Powercall Technologies
         Limited and Michael Gerard Duncraft, dated April 1, 1997*              E-688 through E-678

10.18    Salaried Employment Contract between Easy PC Computer
         Rentals Limited and Jon Hugh Barker, dated July 1, 1997*               E-679 through E-707

10.19    Employment Contract between Pritech Corporation Limited
         and David William Corlett, dated April 1, 1998*                        E-708 through E-721

10.20    Employment Contract between Pritech Corporation Limited
         and David John Cooke, dated April 1, 1998*                             E-722 through E-735

10.21    Employment Contract between Pritech Corporation Limited
         and Gary Spencer Elmes, dated April 1, 1998*                           E-736 through E-749

10.22    Consulting Services Agreement between Brocker Investments
         Ltd. and Des O'Kell, dated December 13, 1996*                          E-750 through E-752

10.23    Agency Agreement between the Company, Thomas Kernaghan &
         Co. Limited and Montreal Trust Company of Canada, dated
         January 21, 2000

10.24    Special Warrant Indenture between the Company and Montreal
         Trust Company of Canada, dated January 21, 2000
</TABLE>


                                       34
<PAGE>


21.      Chart of Company's Subsidiaries*

----------
*    Filed as  exhibits to the  Company's  Registration  Statement  on Form 20-F
     filed with the Commission on December 30, 1999.


                                       35
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant  certifies  that it satisfies all of the  requirements  for
filing  a  Registration  Statement  on  Form  20-F  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the city of Auckland, New Zealand on _____________, 2000.


                                         Brocker Technology Group Ltd.,
                                         an Alberta corporation


                                   By:
                                         ---------------------------------------
                                         Michael B. Ridgway
                                   Its:  President


                                       36