SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-KSB

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

         FOR THE FISCAL YEAR ENDED                        COMMISSION FILE NO.
               JULY 31, 2003                                    0-27075

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


            SUITE 300E                             _____                             GUY FIETZ
     8500 MACLEOD TRAIL, S. E.                                                       SUITE 300E
         CALGARY, ALBERTA                                                    8500 MACLEOD TRAIL, S. E.
          CANADA T2H 2N1                                                          CALGARY, ALBERTA
                                                                                   CANADA T2H 2N1
          (403) 257-7090                (Primary Standard Industrial               (403) 257-7090
(Address and telephone  number of       Classification  Code Number)    (Name, address and telephone number
 Principal Executive Offices and                                                of agent for service)
   Principal Place of Business)
</TABLE>

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

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

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

                 YES /X/                          NO / /

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

     Issuer's revenues for its most recent fiscal year: $2,910,883

     Based on the closing sale price on October 24, 2003,  the aggregate  market
value of the voting  common  stock held by  non-affiliates  of BSD  Software  is
$1,544,797.

     As of October 24, 2003 BSD Software had  31,027,597  shares of common stock
outstanding.


<PAGE>

                FORM 10-KSB FOR THE YEAR ENDED DECEMBER 29, 2002

                                TABLE OF CONTENTS

PART I.........................................................................1
  ITEM 1. DESCRIPTION OF BUSINESS..............................................1
  ITEM 2. DESCRIPTION OF PROPERTY..............................................6
  ITEM 3. LEGAL PROCEEDINGS....................................................6
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................6
PART II........................................................................7
  ITEM 5. MARKET FOR BSD SOFTWARE SOLUTIONS, INC.'S COMMON EQUITY AND
           RELATED STOCKHOLDER MATTERS.........................................7
  ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS...........................................9
  ITEM 7. FINANCIAL STATEMENTS................................................13
  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE...........................................13
  ITEM 8A. CONTROLS AND PROCEDURES............................................14
PART III......................................................................15
  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.................15
  ITEM 10. EXECUTIVE COMPENSATION.............................................17
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT........................................................18
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................19
PART IV.......................................................................20
  ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.............20
  ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................21
EXHIBIT 31.1..............................................................31.1-1
EXHIBIT 31.2..............................................................31.2-1
EXHIBIT 32.1..............................................................32.1-1
FINANCIAL STATEMENTS....................................................F-1-F-16

                                       i

<PAGE>

                                     PART I


                                INTRODUCTORY NOTE

FORWARD-LOOKING STATEMENTS

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

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


ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

         The Company was  incorporated  in Florida on February 7, 1989 under the
name Park  Avenue  Marketing,  Inc.  On  February  3,  1998,  as a result of its
acquisition  of 100% of the common  stock of two commonly  controlled  entities,
Respiratory Care Services,  Inc. ("RCS") and RCS Subacute,  Inc. ("RCSS"),  that
were  engaged in the  healthcare  industry the name was changed from Park Avenue
Marketing to BDS Healthcare  Industries,  Inc. Prior to these acquisitions,  the
Company did not conduct any operations.

         The Company  acquired RCS and RCSS because of the perceived  increasing
demand for respiratory care services in long-term healthcare facilities. On July
1, 1999, principally as a result of a change in Medicare reimbursement rates for
respiratory services, the Company sold RCS and RCSS.

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

         As a  result  of the  sale  of the  subsidiaries,  the  Company  had no
operations until its acquisition of 90% of Triton Global Business  Services Inc.
("TGBSI")  on  November  4,  2002.  TGBSI is the 100%  owner  of  Triton  Global
Communications   Inc.   ("TRITON")   through  which  it  conducts  its  business
operations.  The  details  of the  acquisition  are  contained  in Note 4 to the
Financial Statements attached.

BUSINESS OF THE COMPANY

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

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

                                       1
<PAGE>

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

         The Company's  experienced  management  and staff are trained to assist
and  provide  clients  with the best  solutions  for their  business.  Triton is
currently  operating with seven (7)  employees.  The business is scalable and is
capable of  attracting  significant  growth  with  little  increase  in staff or
physical plant.

THE BIG PICTURE IS GLOBALIZATION

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

         Triton has  aligned  itself to  provide  globally  accessible  products
coupled with sophisticated proprietary technology solutions allowing it to offer
the global  marketplace  fully-integrated  or  unbundled  solutions.  The future
growth of the industry is largely based upon the ability of service providers to
offer  multiple  billing  options  for  consumer   services   increasing  market
penetration.

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

PRODUCTS & SERVICES

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

         The following is a list of Triton's product offerings:

OPERATOR/AGENT SERVICES

         o  Global and Domestic Origination

            -   Wireline and Wireless Carriers

            -   Hospitality Providers

            -   Payphone Providers

         o  Directory Assistance

            -   North America

            -   International

            -   Enhanced Information Services

         o  E-Business Support Services

            -   E-Commerce Transaction Support

            -   "Click To Talk(TM)" Web-Based Voice Routing

            -   Call Centre "ASP" Solutions

                                       2
<PAGE>

BILLING SERVICES

         o  North American Local Exchange Carrier (LEC) Billing

         o  Online Subscription Based Billing

         o  Web-Based Transaction Billing (e-Commerce)

STRATEGIC TECHNOLOGY ALLIANCES

         Triton  has  developed  and  secured  strategic  alliances  within  the
industry that are key to the  successful  service and  maintenance of its client
support  systems and the delivery of advanced  features.  Key  partnerships  are
outlined  below  and will  allow  Triton  to  continually  enhance  its  service
offerings.

NEXT GENERATION INTERNET PROTOCOL (IP) ENABLED OPERATOR SERVICES PLATFORM

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

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

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

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

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

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

TELCO GRADE BILLING PLATFORM

         Highland Lakes  Software is a global service  provider for core billing
services for CLEC's and LEC's.  Triton has been able to achieve continued market
penetration  by employing  Highlands'  core billing  software at the root of its
billing  infrastructure.  Highland  Lakes will  continue to provide high quality
billing solutions to Triton as the industry matures and demands more technically
enhanced  functionality.  Triton works closely with Highland to provide extended
electronic  billing  services to meet the demands of service  providers  and the
Internet end user.

SALES AND MARKETING APPROACH

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

                                       3
<PAGE>

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

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

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

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

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

COMPETITIVE ANALYSIS

THIRD PARTY BILLING COMPANIES

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

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

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

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

ALTERNATIVE OPERATOR SERVICES PROVIDERS (AOSPS)

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

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

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

                                       4
<PAGE>

         o  Voice grade access to the PSTN

         o  Single party service

         o  Access to emergency service (911)

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

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

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

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

E-BUSINESS/COMMERCE  SUPPORT  SERVICES  "CLICK TO  TALK(TM)"  AND  VIRTUAL  CALL
CENTERS

         PLATFORM ADVANTAGES

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

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

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

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

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

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

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

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

         o  Support for "ASP" deployment of customer applications.

         TRITON SUCCESS FACTORS:

         Triton   uses  the   technologically   advanced   Cosmocom   technology
WWW.COSMOCOM.COM.

                                       5
<PAGE>

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

ITEM 2. DESCRIPTION OF PROPERTY

         Triton  maintains  it base of  operations  at Suite 300E,  8500 MacLeod
Trail S.E., Calgary,  Alberta, Canada T2H 2N1. The premises are leased. Triton's
operations  are capable of being  quickly  and  efficiently  re-located  with no
interruption in service provisioning.

ITEM 3. LEGAL PROCEEDINGS

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

         In December 2002, Triton Global  Communications sued CanTalk for breach
of contract. The action was brought before the Court of Queen's Bench, Winnipeg,
Canada. The case is styled "Triton Global Communications v. CanTalk." The action
alleges that CanTalk failed to perform under an outsource  agreement pursuant to
which CanTalk was to provide  support for Triton's entry into the  international
operator service market.  In response to the suit,  CanTalk filed a counterclaim
against Triton for $169,000  alleging  breach of contract.  Triton believes that
CanTalk's   counterclaim   is  without  merit  and  it  intends  to  defend  the
counterclaim.

         In June 2003,  PBJ Holdings  Inc.  filed a Statement  of Claim  against
Triton  Global  Business  Services Inc. in the Court Of Queen's Bench of Alberta
for breach of contract alleging that Triton Global Business Services Inc. failed
to pay $125,000 for the introduction of Triton Global Business  Services Inc. to
BSD Software Inc.  Triton intends to defend the claim and to file a counterclaim
against PBJ Holdings Inc. and its principals.

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

         In March 2003, Michael Bridges, a former employee of Triton, threatened
legal action  against  Triton for an alleged breach of contract for amounts owed
under an employment contract. Mr. Bridges alleges damages of $94,000, plus 2,500
shares of stock and legal fees.  Triton  disputes the allegations and intends to
defend any such action brought in the future.

         In May 2003,  M.A.C.  Inc.  threatened  legal action against Triton for
alleged  violations of the Texas Deceptive  Trade Practices Act. M.A.C.  alleges
damages of $368,000,  which is 10 times the actual damages allegedly suffered by
M.A.C.  Triton  disputes the  allegations  and intends to defend any such action
brought in the future.

         In May 2003,  Loralee Duncan,  a former employee of Triton,  threatened
legal action  against  Triton for an alleged  wrongful  termination.  Ms. Duncan
alleges damages of Cdn. $106,000. Triton disputes the allegations and intends to
defend any such action brought in the future.

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

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

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

         None.

                                        6
<PAGE>

                                     PART II


ITEM 5. MARKET FOR BSD SOFTWARE SOLUTIONS, INC.'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

MARKET INFORMATION

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

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

                                                 HIGH                 LOW

Quarter ending October 31, 2001                 $ 4.75              $ 0.25

Quarter ending January 31, 2002                 $ 7.25              $ 4.75

Quarter ending April 30, 2002                   $ 8.15              $ 5.25

Quarter ending July 31, 2002                    $ 8.52              $ 6.25

Quarter ending October 31, 2002                 $ 8.50                $.33

Quarter ending January 31, 2003                 $ 1.85                $.75

Quarter ending April 30, 2003                   $ 1.28                $.64

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


HOLDERS

         At July 31, 2003 there were  approximately  43 holders of record of the
Company's stock.

DIVIDENDS

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

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

                                       7
<PAGE>

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

<TABLE>
                                            EQUITY COMPENSATION PLAN INFORMATION

                                                                                                     Number of securities
                                                                                                   remaining available for
                                       Number of securities to be      Weighted-average exercise    future issuance under
                                        issued upon exercise of          price of outstanding        equity compensation
                                     outstanding options, warrants       options, warrants and         plans (excluding
                                               and rights                       rights             securities reflected in
          Plan Category                           (a)                             (b)                     Column (a)
<S>                                                <C>                             <C>                   <C>
Equity compensation plans not
approved by security holders                       1,600,000                       $ 0.16                17,372,403
</TABLE>

         Options for 600,000 common shares have been  authorized for issuance to
employees and executives of the Company or its  subsidiaries as compensation for
services  rendered or to be rendered.  The exercise  price for these  options is
$0.01 per share.  Options for 450,000 common shares will vest  immediately  upon
issue.  Options for 150,000 shares are part of an employment  agreement and will
be  pro-rated  over a two year  period.  The rights to exercise the options will
expire on August 2, 2005.

         A warrant for 1,000,000  common shares at an exercise price of $.25 per
share was issued to  Thornhill  Capital for  services  rendered  with respect to
financing arrangements for the Company and ongoing consulting advice surrounding
the Company's public status. The right to exercise the warrant expires on August
31, 2005


SALE OF UNREGISTERED SECURITIES

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

<TABLE>
    DATE         TITLE     AMOUNT OF SECURITIES SOLD           PERSONS                CASH OR NON CASH CONSIDERATION
<S>           <C>              <C>                     <C>                      <C>

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

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


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

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

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

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

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

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

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

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

                                                       Apache Creek Investors   Issued at par value as security for loans
11Feb03       Common            1,600,000 shares       (6)                      to be advanced to the Company

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

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

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

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

                                                             8
<PAGE>

    DATE         TITLE     AMOUNT OF SECURITIES SOLD           PERSONS                CASH OR NON CASH CONSIDERATION

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

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

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

                                                                                Issued at a value of $126,868 as
                                                                                compensation for loans advanced to the
19Aug03       Common       317,170 shares              Various (7)              company, legal fees and payroll

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

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

(3)      In connection  with the Share  Exchange  transaction  referenced  in Note 4 to the financial  statements,
         26,613,891  common  shares  were issued at par value to the  controlling  shareholders  of Triton  Global
         Business  Services,  Inc. An  additional  1,615,760  common shares were issued at par value to previously
         existing  shareholders,  officers and directors as compensation for services  rendered in connection with
         the Share Exchange transaction.

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

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

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

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

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

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

         In  addition,  30,000  shares  were  issued to Robin Legg at a value of
$12,000 in lieu of salary and  35,000  shares  were  issued to Jeremy  Fietz,  a
brother of Guy Fietz, at a value of $14,000 for legal services rendered.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

OVERVIEW

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

                                        9
<PAGE>

aggregate of 1,615,760  common shares were issued for nominal  consideration  to
certain persons,  principally  shareholders of the Company,  who owned shares of
the Company prior to the share exchange.

         As a  result  of these  transactions,  TGBSI  became  a  majority-owned
subsidiary of the Company and the TGBSI Shareholders became the holders of 88.3%
of  the  30,123,251   common  shares  of  the  Company  issued  and  outstanding
immediately subsequent to the Share Exchange transaction.

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

         The holders of the remaining 10% of TGBSI common shares will be offered
the  opportunity  to exchange  their  shares for up to an  additional  2,470,349
common  shares of the Company.  As a result,  after such  additional  exchange a
total of  33,180,776  common  shares  will be issued and  outstanding,  of which
29,084,240 shares will have been issued to the former  shareholders of TGBSI and
the former  shareholders  of TGBSI will own 87.65% of the issued and outstanding
common  shares.  In  connection  with the  contemplated  additional  exchange of
shares,  the four  majority  shareholders  of TGBSI have agreed to return to the
Company for  cancellation,  on a pro rata basis, that number of common shares as
may be  necessary  such that when all shares of TGBSI are  exchanged,  the total
number of common shares  outstanding shall equal 33,180,776 shares. As the TGBSI
shareholders  ultimately  control the Company,  TGBSI has been designated as the
acquiror  in the  transaction.  The fair  value of the  assets  and  liabilities
acquired are as follows:

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

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

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

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

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

         Although  the  Company  currently  owns 90% of TGBSI,  operations  have
resulted in a loss for the current  period and as a result the entire  amount of
this loss has been  reflected  in these  financial  statements  and no  minority
interest  has  been  calculated.  Until  such  time as  operations  recover  the
deficiency in minority interest of $243,083,  the full 100% of operating results
will be reported with no off-setting minority interest.

RESULTS OF OPERATIONS FOR THE YEAR ENDED JULY 31, 2003

REVENUE

         The Company had revenue of $2,910,883 for the year ended July 31, 2003.
The  revenue  consisted  primarily  of fees  for  processing  Canadian  and U.S.
terminated call records for telecommunications  companies and providing operator
assisted calls for Canadian hotels. Revenue is recognized at the time that calls

                                       10
<PAGE>

are transferred to the  clearinghouse  for billing to customers.  Provisions are
recorded for management's estimate of calls that cannot be billed or collected.

COST OF GOODS SOLD

         Cost of goods sold  consists of settlement  fees to customers,  carrier
line charges and clearing costs levied by the LEC's.

EXPENSES

         For the year ended July 31,  2003,  the Company  had total  expenses of
$1,793,465. Total expenses are comprised of the following items:

                                                                    YEAR
                                                                    ENDED
                                                                   JULY 31,
                          DESCRIPTION                               2003
          --------------------------------------------------   ---------------
          Administration                                       $       315,055
          Interest and finance charges                                 298,463
          Professional Fees                                            458,842
          Rent                                                          54,274
          Payroll                                                      604,231
          Amortization                                                  62,600
          --------------------------------------------------   ---------------
          TOTAL                                                $     1,793,465
                                                               ===============

         Administration  expenses consist  primarily of travel and entertainment
of $81,396,  miscellaneous  office  expenses of $60,513,  utilities  of $45,188,
repairs of $51,642 and investor  relations costs of $27,309.  Professional  fees
consist of accounting and legal fees incurred in the ordinary course of business
and a charge of $150,000  for warrants  issued as  compensation  for  consulting
services.  Rent expense consists of the rent paid for our administrative offices
located  in  Calgary,  Canada.  Payroll  expense  relates  to the  payroll of 12
employees  and  includes  wages  and  benefits.  Amortization  expense  consists
primarily of the amortization of office furniture,  computer equipment, fixtures
and leasehold improvements.

REDUCTION IN CARRYING VALUE OF GOODWILL

         We recorded  $2,611,679 of goodwill in connection  with the acquisition
of Triton in October 2002.  Goodwill represents the amount by which the purchase
price of Triton exceeds the net tangible book value of Triton. During the period
ended January 31, 2003, we wrote off and charged to operations the entire amount
of goodwill due to the impairment associated with losses experienced through our
activities in the international operator services market and the current working
capital deficiency.

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

         Due to Triton's exit from the  International  Operator  Services market
the Company decided to write off costs of $992,399 for the software and hardware
related  to  the  VOIP  platform.   Although   Triton  has   identified   market
opportunities  for the  application of the platform it currently does not have a
Business Plan  developed  for the  platform's  utilization  nor does it have any
contracts in hand.

NET LOSS

         The items  specified above resulted in a net loss of $4,709,729 for the
year ended July 31, 2003. Of that total, $2,611,679 was related to the write off
of the  goodwill  associated  with the  acquisition  of Triton and  $992,399 was
related  to the  write-off  of the  software  and  hardware  related to the VOIP
platform.

                                       11
<PAGE>

CRITICAL ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION

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

         GOING CONCERN

         These financial  statements have been prepared on a going concern basis
in accordance with United States generally accepted accounting  principles.  The
going  concern basis of  presentation  assumes that the Company will continue in
operation  for the  foreseeable  future  and be able to  realize  its assets and
discharge  its  liabilities  and  commitments  in the normal course of business.
There is  significant  doubt about the  appropriateness  of the use of the going
concern  assumption  because the Company has experienced  operating losses and a
significant working capital deficiency during the period.

         The Company's  ability to continue as a going concern is dependent upon
management's ability to raise additional financing. Subsequent to July 31, 2002,
management had taken actions to reduce operating losses and is in the process of
securing additional financing.

         The  ability  of the  Company to  continue  as a going  concern  and to
realize the carrying value of its assets and discharge its liabilities  when due
is dependent on the successful  completion of the actions taken or planned, some
of which are  described  above,  which  management  believes  will  mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these interim financial statements.  There
is no certainty that these and other strategies will be sufficient to permit the
Company to continue beyond July 31, 2004.

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

         MINORITY INTEREST IN TGBSI

         Although  the  Company  currently  owns 90% of TGBSI,  operations  have
resulted in a loss for the current  period and as a result the entire  amount of
this loss has been  reflected  in these  financial  statements  and no  minority
interest  has  been  calculated.  Until  such  time as  operations  recover  the
deficiency in minority interest of $243,083,  the full 100% of operating results
will be reported with no off-setting minority interest.

         LIQUIDITY AND CAPITAL RESOURCES

         At  July  31,  2003,  the  Company  had  a  cash  balance  of  $74,930.
Historically,  It has met its cash  needs  through  a  combination  of cash from
operations,  proceeds from the sale of equity and debt securities and loans from
the former  stockholders  of TGBSI.  At July 31, 2003,  the Company had negative
working capital of $4,397,441 which means that the Company's current liabilities
exceeded its current  assets by $4,397,441 as of that date.  Current  assets are
generally assets that can be converted into cash within one year and can be used
to pay current liabilities.  Current assets consist of cash and cash equivalents
of $74,930, accounts receivable of $484,585, income taxes recoverable of $31,484
and prepaid  expenses  of $23,518.  Current  liabilities  consisted  of accounts
payable and accrued  liabilities of $2,588,345;  shareholder  loans of $296,146;
advances from Wayside Solutions of $726,366; advances from investors of $929,983
and a promissory note payable of $137,253.

         We  anticipate  that our cash needs over the next 12 months will be for
general  working capital needs of $1,250,000,  consisting  primarily of payroll,
administration  (including the costs of defending the lawsuits  discussed below)
and  other  miscellaneous   expenses,   and  the  satisfaction  of  our  current
liabilities  of  $5,011,958.  Of the total current  liabilities,  we expect that
$929,983 of advances from investors and a portion of the shareholder  loans will
be satisfied  by  converting  into  equity.  We will attempt to satisfy our cash
needs over the next 12 months from the sale of securities or loans.  We may need
to curtail operations or liquidate assets in order to continue operations beyond

                                       12
<PAGE>

July 31, 2004, unless we raise  substantial  capital from the sale of equity and
debt securities  prior to that date. There is no certainty that we can raise the
necessary capital prior to July 31, 2004.

         Currently,  the  Company  is in the  process  of  attempting  to obtain
financing  from  alternate  sources.  If  financing  from  these  sources is not
obtained by December 31, 2003,  it may be  necessary  to curtail  operations  or
liquidate  assets.  On March 20, 2003,  the Company  entered into two letters of
intent to raise cash from the sale of  securities  pursuant to an equity line of
credit and convertible debenture.  With respect to the equity line, the investor
has  agreed  to fund the  Company  up to $10  million  from time to time over 24
months after we have  registered  the resale of the common stock to be purchased
under the equity line of credit.  Under the equity line, the Company may request
advances of $420,000 every 30-days,  with a maximum of $140,000 per advance. The
purchase  price of the common  stock to be issued under the equity will be equal
to 95% of the lowest closing bid price of the Company's  common stock during the
5 trading days  preceding an advance  notice.  The Company has agreed to pay the
investor  5% of each  advance,  as well as a  one-time  commitment  fee equal to
$400,000,  payable by the  issuance of common  stock at the closing bid price on
the date the transaction is closed. With respect to the debentures, the investor
has agreed to fund the Company $500,000. The debentures will be convertible into
shares of common stock at a price equal to either (i) an amount equal to 120% of
the closing bid price of the common stock as of the closing  date,  whichever is
higher,  or (ii) an amount  equal to 80% of the lowest  closing bid price of the
common stock for the five  trading days  immediately  preceding  the  conversion
date. These convertible  debentures accrue interest at a rate of 5% per year and
are convertible at the holder's option. These convertible debentures have a term
of two years. At the Company's  option,  these debentures may be paid in cash at
maturity  or  redeemed at a 20%  premium.  Both the equity line and  convertible
debenture  are  subject  to a number of  conditions,  including  filing  all SEC
reports  required  to be  filed  prior  to  closing,  entering  into  definitive
contracts and, with respect to the equity line, registering the shares of common
stock to be  issued  under the  equity  line with the  Securities  and  Exchange
Commission.

         Net Cash Used In  Operations.  Net cash used in operations was $259,675
for the year ended July 31, 2003. The use of cash by operations was  principally
the  result of the  $4,859,729  net  loss,  which  was  partially  offset by the
reduction  in carrying  value of  goodwill  of  $2,611,679,  the  impairment  of
property, plant and equipment of $992,399, non-cash financing costs of $242,148,
a reduction  of  accounts  receivable  of  $207,012  and an increase in accounts
payable of $391,705.

         Net Cash From  Financing.  Net cash from financing was $855,437 for the
year ended July 31, 2003.  Cash from financing was  principally the result of an
increase  in  shareholder  loans of  $296,146,  an  increase  in due to  Wayside
Solutions  of $394,714 and an increase in advances  from  investors of $580,990.
These items were partially  offset by a decrease in promissory  notes payable of
$317,559 and share issuance costs of $48,317.  Wayside Solutions is an entity in
which the President of TGBSI has a part ownership interest.

         Net Cash Used In Investing. Net cash used in investing was $520,832 for
the year ended July 31, 2003.  Cash used in investing was principally the result
of  advances  to  Triton  prior  to   acquisition  of  $487,411  and  investment
acquisition  costs of  $265,823.  These  items  were  partially  offset  by cash
acquired upon the acquisition of Triton of $155,690.

ITEM 7. FINANCIAL STATEMENTS

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

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

CHANGE IN ACCOUNTANTS

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

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

                                       13
<PAGE>

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

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

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

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

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

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

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

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

                                       14
<PAGE>

                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
         WITH SECTION 16(A) OF THE EXCHANGE ACT


DIRECTORS

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

BLAIR J. MCINNES              Director of Triton Global Business Services Inc.
                               (appointed May 28, 2002)

DAVID WORRALL                 Director of Triton Global Business Services Inc.
                               (appointed May 29, 2002)

EXECUTIVE OFFICERS:

BSD SOFTWARE, INC

                              Guy Fietz               President
                              Les Hammond             Chief Financial Officer

TRITON GLOBAL BUSINESS SERVICES, INC.

                              Blair J. McInnes        President
                              Les Hammond             Chief Financial Officer
                              David Worrall           Secretary

TRITON GLOBAL COMMUNICATIONS, INC.

                              Guy Fietz               President and Chief
                                                       Executive Officer
                              Les Hammond             Chief Financial Officer
                              Robin Legg              Vice-President, Business
                                                      Development
                              Gordon McLeod           Vice-President, Sales and
                                                      Marketing

         GUY FIETZ (38). Guy Fietz has been in the  telecommunications  industry
for over five years and has  established  Triton as a profitable  Telco  billing
services  company.  Mr.  Fietz  had the  vision  to see a gap in  Telco  billing
services and  strategically  developed a system that addressed this market need.
He was  instrumental in bringing  together a qualified team to develop  advanced
processing   technologies   and  a  sophisticated   software/hardware   approach
specifically for telecommunications  billing systems. Since launching Triton, he
has  managed  operations  and  lead  successful  growth.  Prior  to his  work in
telecommunications, Guy Fietz operated ventures in the hospitality market.

         LES HAMMOND,  C.A.  (57).  Les  Hammond,  is a graduate of Simon Fraser
University  with a double major in  Economics  and  Commerce.  He is a Chartered
Accountant and has had extensive  experience in international  corporate finance
related to mergers and acquisitions and has dealt with the major capital markets
in New York, London and Toronto. He has held Chairman,  Director,  President and
Chief  Executive  Officer  positions  in various  companies,  some of which were
listed on the Toronto Stock Exchange and Nasdaq.  He has been involved in senior
executive operating roles in telecommunications, computer retailing, real estate
development, financial services, brewery operations,  transportation and mining.
He specializes in corporate finance and international mergers and acquisitions.

         ROBIN  LEGG  (59).  Robin has over  sixteen  years of sales  management
experience  in  the  highly  competitive  telecommunications  industry.  He  has
extensive expertise in team leadership,  business  development,  strategic sales
planning,   and  contract   negotiation.   Dedicated  to   establishing   client
relationships and loyalty  throughout and beyond the sales cycle, Robin has been
instrumental  in developing and  implementing  strategies  for Triton's  ongoing
customer  relationships.  Robin has had a strong career with  companies  such as

                                       15
<PAGE>

Telecom Cost Management Inc., CanTalk Canada,  BCI Commcor,  Nortel Networks and
Bell Canada.

         GORDON F.  MACLEOD  (38).  Gordon is the  former  Manager  of  National
Accounts for Time iCR, an Ottawa based speech  recognition  application  service
provider. He has over 7 years of direct experience within the telecommunications
sector.  Gordon has an Honours  degree in Business from the University of Guelph
and a  proven  track  record  in  developing  and  managing  large  scale  sales
opportunities.  Since joining Triton four months ago,  Gordon has identified and
mapped  Triton's  core target  markets  and has  developed  effective  sales and
marketing strategies.

         BLAIR J. MCINNES (50).  Blair has pursued a successful  career in sales
and management that evolved to include large scale  manufacturing,  distribution
and consulting. He gained extensive international experience while acting in the
capacity of sales representative for Air Canada. Throughout his career Blair has
continued to act as a consultant to various  companies  including London Fog and
CIBC.  Blair's  extensive  experience  in  sales as well as  investment  banking
provides Triton with a valuable resource in the execution of its Business Plan.

         DAVID WORRALL  (54).  David has spent over thirty years as a successful
entrepreneur  and inventor.  He was  responsible  for  supervising  83 employees
during his time with an outside contractor at a General Motors plant and led his
division to the most profitable in the company. David has been successful in the
development  and sale of real estate  projects and in the  operation and sale of
three automotive  franchises.  David's  extensive  network of personal  contacts
combined  with his  financial  planning and  management  skills  provides  sound
guidance to Triton.

         FAMILY RELATIONSHIPS:

         Guy Fietz and Blair J. McInnes are brothers-in-law.

         AUDIT COMMITTEE:

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

                                       16
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION


                           SUMMARY COMPENSATION TABLE

         The following  table sets forth  information  with respect to the total
compensation  earned by, or paid to, the person's  serving as the  Company's and
its subsidiaries President, Chief Executive Officer, Chief Financial Officer and
Vice-Presidents  during 2003, 2002 and 2001. No other  executive  officer of the
Company  earned total salary and bonus in excess of $100,000  during 2003,  2002
and 2001.

<TABLE>
                                        Annual compensation                           Long-term compensation
                               ----------------------------------      -------------------------------------------------------
                                                                                 Awards              Payouts
                                                                       -------------------------   ----------
                                                        Other                          Securities                     All
 Name and principal                                    annual            Restricted    Underlying                    other
      position         Year    Salary     Bonus     compensation           stock         Options        LTIP      compensation
--------------------  ------  --------   -------   --------------      -----------     ----------   ------------  -------------
<S>                     <C>      <C>                 <C>
Guy Fietz, President    2003     95,846
                        2002     58,333              127,333 (1)
                        2001     25,000               84,000 (1)

Les Hammond CFO         2003     17,084

Robin Legg,
VP-Business Dev.        2003     46,270
                        2002     10,278

Gordon MacLeod, VP-
Sales & Mark            2003     12,813


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


         All amounts were paid through  Triton Global  Communications  Inc. in Canadian  dollars.  The amounts
 have been converted at a .711845 exchange rate.
</TABLE>

                                                       17
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets  forth,  as of  October  25,  2003,  certain
information with respect to the Company's  equity  securities owned of record or
beneficially   by  (i)  each  Officer  and  Director  of  the  Company  and  its
subsidiaries;  and (ii) each person who owns  beneficially  more than 5% of each
class of the Company's outstanding equity securities.

<TABLE>
                                                                                   Amount and nature of beneficial
        Title of Class           Name and address of beneficial owner                    ownership (1)
<S>                        <C>                                                   <C>                 <C>

                           Guy Fietz (2)
                           90 Mt. Assiniboine Circle, S.E.
                           Calgary, Alberta
Common stock               Canada T2Z 2N8                                        16,468,992         53.1%

                           SunTzu Trust
                           ANZ House, P.O. Box 11
Common stock               Rarotonga, Cook Islands                                7,328,701         23.6%

                           Trans Research International Trust (3)
                           ANZ House, P.O. Box 11
Common stock               Rarotonga, Cook Islands                                8,168,620         26.3%

                           Merlexis Trust (3)
                           ANZ House, P.O. Box 11
Common stock               Rarotonga, Cook Islands                                3,381,633         10.9%

                           Blair J. McInnes (4)
                           78 Kinkora Drive
                           Winnipeg, Manitoba
Common stock               Canada R3R 2L6                                         8,168,620         26.3%

                           David Worrall (5)
                           58 Amalia Crescent
                           R.R. # 5
                           Belwood, Ontario
Common stock               Canada N0B 1J0                                         3,381,633         10.9%

                           Robin Legg
                           16 Valley Ponds Place N.W.
                           Calgary, Alberta
Common stock               Canada T3B 5T5                                         35,000            0.0%


(1)      Based on 31,027,597 shares issued and outstanding at September 20, 2003.  Applicable  percentage
         of ownership is based on 31,027,597  shares of common stock outstanding as of September 20, 2003
         for each stockholder.  Beneficial  ownership is determined in accordance within the rules of the
         Commission and generally includes voting of investment power with respect to securities.  Shares
         of common stock subject to securities  exercisable  or  convertible  into shares of common stock
         that are currently exercisable or exercisable within 60 days of September 20, 2003 are deemed to
         be  beneficially  owned by the person  holding  such  options for the purpose of  computing  the
         percentage of ownership of such persons,  but are not treated as outstanding  for the purpose of
         computing the percentage ownership of any other person.

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

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

                                                   18
<PAGE>

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

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


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Triton Global  Business  Services  Inc.  acquired the right to purchase
Triton Global Communications Inc. from Wayside Solutions Inc. for US $1,125,000.
There were two common directors between Triton Global Business Services Inc. and
Wayside.  These  directors  disclosed their  conflict-of-interest  positions and
refrained  from voting on the  transaction.  With respect to the  acquisition of
Triton  Global   Communications   Inc.,   Guy  Fietz  was  a  director  of  both
Communications and Business. He also disclosed his conflict-of-interest position
and refrained from voting on the  acquisition.  Separate groups of lawyers acted
on behalf of the three  companies and for Guy Fietz  personally  and all matters
were properly and adequately documented.

         The Company has accrued $14,000 for professional  services  rendered by
Jeremy Fietz, a brother of the President of the Company.

                                       19
<PAGE>

                                     PART IV

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

         (A)      DOCUMENTS FILED AS PART OF THIS REPORT:

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

         (B)      REPORTS ON FORM 8-K:

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

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

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

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

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

         (C)      EXHIBITS:

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

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

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

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

31.1              Officer's Certificate pursuant to Section 302          Provided herewith

31.2              Officer's Certificate pursuant to Section 302          Provided herewith

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

                                                       20
<PAGE>

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

                                               2003                2002

         Audit fees                                             $   44,134
         Audit-related fees                 $   19,575
         Tax fees                                               $    1,067
         All other fees                     $    3,203

         These  fees  were  paid  in  Canadian  dollars  through  Triton  Global
Communications Inc. ("TRITON") and have been converted at .711845.

                                       21
<PAGE>

                                   SIGNATURES

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

                             BSD SOFTWARE SOLUTIONS


October 29, 2003             By: /S/ GUY FIETZ
                                 --------------------------------------
                             Guy Fietz, President and Director


                             By: /S/ LES HAMMOND
                                 --------------------------------------
                             Les Hammond, Principal Accounting Officer

                                       22
<PAGE>

                                  EXHIBIT 31.1

                              OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*

         I, Guy Fietz, President, certify that:

         1.       I  have  reviewed  this form  10-KSB for the fiscal year ended
July 31, 2003 of BSD Software, Inc.;

         2.       Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

         3.       Based  on my knowledge,  the financial  statements,  and other
financial  information  included in this report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
small business issuer as of, and for, the periods presented in this report;

         4.       I am responsible for establishing  and maintaining  disclosure
controls and procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15
(e)) for the small business issuer and have:

                  (a)  Designed  such  disclosure  controls and  procedures,  or
caused  such  disclosure  controls  and  procedures  to be  designed  under  our
supervision,  to ensure that material information relating to the small business
issuer, including its consolidated  subsidiaries,  is made known to us by others
within those  entities,  particularly  during the period in which this report is
being prepared;

                  (b) Omitted;

                  (c) Evaluated the effectiveness of the small business issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

                  (d) Disclosed in this report any change in the small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

         5.       I  have  disclosed,  based  on my most  recent  evaluation  of
internal  control  over  financial  reporting,  to the small  business  issuer's
auditors  and the  audit  committee  of the  small  business  issuer's  board of
directors (or persons performing the equivalent functions):

                  (a) All significant  deficiencies  and material  weaknesses in
the design or operation of internal  control over financial  reporting which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

                  (b)  Any  fraud,  whether  or  not  material,   that  involves
management or other employees who have a significant  role in the small business
issuer's internal control over financial reporting.

Date:    October 29, 2003                 By:    /S/ GUY FIETZ
         ----------------                        ----------------------------
                                          Name:  Guy Fietz
                                          Title: President

*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph  4(b),  have been omitted in  accordance  with Release No.  33-8238
(June 5,  2003)  because  the  compliance  period  has been  extended  for small
business issuers until the first fiscal year ending on or after April 15, 2005.

                                 EXHIBIT 31.1-1

<PAGE>

                                  EXHIBIT 31.2

                              OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*

     I, Les Hammond, principal accounting officer, certify that:

     1.   I have  reviewed  this form  10-KSB for the fiscal year ended July 31,
2003 of BSD Software, Inc.;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

     4.   I am responsible for establishing and maintaining  disclosure controls
and procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15 (e)) for
the small business issuer and have:

          (a)  Designed such disclosure controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

          (b)  Omitted;

          (c)  Evaluated  the  effectiveness  of  the  small  business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

          (d)  Disclosed  in  this  report  any  change  in the  small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

     5.   I have  disclosed,  based on my most  recent  evaluation  of  internal
control over financial  reporting,  to the small business  issuer's auditors and
the audit  committee  of the small  business  issuer's  board of  directors  (or
persons performing the equivalent functions):

          (a)  All  significant  deficiencies  and  material  weaknesses  in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

          (b)  Any fraud,  whether or not material,  that involves management or
other  employees  who have a  significant  role in the small  business  issuer's
internal control over financial reporting.


Date:    October 29, 2003                By:  /S/ LES HAMMOND
         ----------------                     ----------------------------------
                                         Name:    Les Hammond
                                         Title:   Principal Accounting Officer


*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph  4(b),  have been omitted in  accordance  with Release No.  33-8238
(June 5,  2003)  because  the  compliance  period  has been  extended  for small
business issuers until the first fiscal year ending on or after April 15, 2005.

                                 EXHIBIT 31.2-1
<PAGE>

                                  EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of BSD Software  Solutions,  Inc. (the
"Company")  on Form 10-KSB for the fiscal year ended July 31, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned,  in the  capacities  and  on  the  dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.


Date:    October 29, 2003                 By:    /S/ GUY FIETZ
         ----------------                        -------------------------------
                                          Name:  Guy Fietz
                                          Title: President


                                          By:    /S/ LES HAMMOND
                                                 -------------------------------
                                          Name:  Les Hammond
                                          Title: Principal Accounting Officer


A signed  original of this written  statement  required by Section 906, or other
document  authentications,  acknowledging,  or otherwise  adopting the signature
that  appears  in typed  form  within the  electronic  version  of this  written
statement required by Section 906, has been provided to BSD Software  Solutions,
Inc. and will be retained by BSD Software  Solutions,  Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.

                                 EXHIBIT 32.1-1
<PAGE>











                      Consolidated Financial Statements of


                      BSD SOFTWARE, INC.
                      Year ended July 31, 2003


                                      F-1
<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Board of Directors of BSD Software, Inc.

We have audited the  accompanying  consolidated  balance sheets of BSD Software,
Inc.  (the  "Company")  as at July 31, 2003 and July 31,  2002,  and the related
statements of operations and deficit,  and cash flows for the periods then ended
(note 3(b)). These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of BSD Software,  Inc.
as of July 31, 2003 and July 31, 2002, and the results of its operations and its
cash flows for the periods then ended in conformity with  accounting  principles
generally accepted in the United States of America.

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



Chartered Accountants


Regina, Canada
October 17, 2003

                                       F-2
<PAGE>

<TABLE>
<CAPTION>
BSD SOFTWARE, INC.
Consolidated Balance Sheets
July 31, 2003, with comparative figures for 2002

------------------------------------------------------------------------------------------------------------------------
(U.S. dollars)                                                                           2003                  2002
------------------------------------------------------------------------------------------------------------------------
                                                                                                             (note 3b)
<S>                                                                             <C>               <C>
Assets

Current assets:
    Cash in bank                                                                $      74,930      $            -
    Accounts receivable                                                               484,585                   -
    Income taxes recoverable                                                           31,484                   -
    Prepaid expenses                                                                   23,518                   -

    Advances receivable (note 5)                                                          -                  93,934
    --------------------------------------------------------------------------------------------------------------------
                                                                                      614,517                93,934

Property, plant and equipment (note 6)                                                271,852                   -
Right to acquire Triton Global Communications Inc.                                        -                       1

------------------------------------------------------------------------------------------------------------------------
                                                                                $     886,369      $         93,935
------------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Deficiency

Current liabilities:
    Accounts payable and accrued liabilities                                    $   2,588,345      $            -
    Shareholder loans (note 7)                                                        296,146                   -
    Due to Guy Fietz (note 8)                                                         333,865                   -
    Due to Wayside Solutions Inc. (note 9)                                            726,366               331,652
    Advances from investors (note 10)                                                 929,983               313,993
    Promissory note payable (note 11)                                                 137,253                   -
    --------------------------------------------------------------------------------------------------------------------
                                                                                    5,011,958               645,645


Stockholders' deficiency:
    Share capital (note 12):
        Authorized:
         Preferred stock 5,000,000 shares at
           $.001 par value
           Common stock 50,000,000 shares at $.001 par value
         Issued and Outstanding:
           30,710,427 common shares (2002 - 5,682,755)                                 30,711               609,002
           Additional paid-in capital                                               2,213,161                   -
    Deficit                                                                        (6,020,441)           (1,160,712)
    Accumulated other comprehensive loss                                             (349,020)                  -
    --------------------------------------------------------------------------------------------------------------------
                                                                                   (4,125,589)             (551,710)
Commitments and contingencies (note 14)

------------------------------------------------------------------------------------------------------------------------
                                                                                $     886,369      $         93,935
------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.


                                                       F-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
BSD SOFTWARE, INC.
Consolidated Statements of Operations and Deficit

Year ended July 31, 2003, with comparative figures for the three month period ended July 31, 2002

------------------------------------------------------------------------------------------------------------------------
(U.S. dollars)                                                                           2003                  2002
------------------------------------------------------------------------------------------------------------------------
                                                                                                            (note 3b)
<S>                                                                             <C>                <C>
Revenue                                                                         $   2,910,883      $            -

Cost of goods sold                                                                  2,532,475                   -
------------------------------------------------------------------------------------------------------------------------
                                                                                      378,408                   -

Expenses:
      Administration                                                                  315,055                 1,264
      Interest and finance charges                                                    298,463                   -
      Professional fees                                                               458,842                   -
      Rent                                                                             54,274                   -
      Payroll                                                                         604,231                   -
      Amortization                                                                     62,600                   -
      ------------------------------------------------------------------------------------------------------------------
                                                                                    1,793,465                 1,264

------------------------------------------------------------------------------------------------------------------------
Net loss                                                                           (1,415,057)               (1,264)

Reduction in carrying value of goodwill (note 4)                                   (2,611,679)                  -
Impairment of property, plant and equipment                                          (992,399)                  -
Gain on sale of hotel properties business                                             159,406                   -
Write down of investment in Triton Global Communications Inc. (note 4)                    -              (1,159,448)


------------------------------------------------------------------------------------------------------------------------
Net loss                                                                           (4,859,729)           (1,160,712)

Deficit, beginning of period                                                       (1,160,712)                  -

------------------------------------------------------------------------------------------------------------------------
Deficit, end of period                                                          $  (6,020,441)     $     (1,160,712)
------------------------------------------------------------------------------------------------------------------------

Basic and fully diluted earnings (loss) per share                               $       (0.19)
------------------------------------------------------------------------------------------------

Weighted average shares outstanding                                                25,494,457
------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                                       F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
BSD SOFTWARE, INC.

Consolidated Statements of Cash Flows


Year ended July 31, 2003, with comparative figures for the three month period ended July 31, 2002

------------------------------------------------------------------------------------------------------------------------
(U.S. dollars)                                                                           2003                  2002
------------------------------------------------------------------------------------------------------------------------
                                                                                                            (note 3b)
<S>                                                                             <C>                <C>
Cash flows from (used in):

Operations:
    Net loss                                                                    $  (4,859,729)     $     (1,160,712)
    Items not involving cash:
        Reduction in carrying value of goodwill                                     2,611,679                   -
        Impairment of property, plant and equipment                                   992,399                   -
        Non-cash financing costs                                                      242,148                   -
        Amortization                                                                   62,600                   -
        Write down of investment in Triton Global Communications Inc                      -               1,159,448
    Change in non-cash operating working capital:
        Accounts receivable                                                           207,012                   -
        Short term investments                                                         54,579                   -
        Prepaid expenses                                                               37,932                   -
        Accounts payable and accrued liabilities                                      391,705                   -
------------------------------------------------------------------------------------------------------------------------
                                                                                     (259,675)               (1,264)

Financing:
    Increase in shareholder loans                                                     296,146                   -
    Decrease in due to Guy Fietz                                                      (50,537)                  -
    Increase in due to Wayside Solutions Inc.                                         394,714               331,652
    Increase in advances from investors                                               580,990               313,993
    Decrease in promissory note payable                                              (317,559)                  -
    Issue of share capital                                                                  -               612,598
    Share issue costs                                                                 (48,317)               (3,596)
    --------------------------------------------------------------------------------------------------------------------
                                                                                      855,437             1,254,647

Investing:
    Purchase of property, plant and equipment                                         (17,222)                  -
    Cash acquired upon acquisition of Triton Global Communications Inc.               155,690                   -
    Advances to Triton Global Communications Inc. prior to acquisition               (487,411)                  -
    Investment acquisition costs                                                     (265,823)                  -
    Advances receivable                                                                93,934               (93,934)
    Purchase of right to acquire Triton Global Communications Inc.                        -              (1,159,449)
    --------------------------------------------------------------------------------------------------------------------
                                                                                     (520,832)           (1,253,383)

------------------------------------------------------------------------------------------------------------------------
Increase in cash position                                                              74,930                 1,264

Cash position, beginning of period                                                        -                     -

------------------------------------------------------------------------------------------------------------------------
Cash position, end of period                                                    $      74,930      $            -
------------------------------------------------------------------------------------------------------------------------

                                See accompanying notes to consolidated financial statements.

                                                           F-5
</TABLE>

<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Financial Statements

Year ended July 31, 2003

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

1.    Nature of business:

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

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

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

2.    Going concern:

      These financial  statements have been prepared on a going concern basis in
      accordance with United States generally  accepted  accounting  principles.
      The going  concern  basis of  presentation  assumes  that the Company will
      continue in operation  for the  foreseeable  future and be able to realize
      its assets and discharge its  liabilities  and  commitments  in the normal
      course of business.  There is some doubt about the  appropriateness of the
      use of the going concern  assumption  because the Company has  experienced
      operating losses and a significant working capital deficiency and has been
      subject to various litigation during the period.

      The  Company's  ability to continue as a going  concern is dependent  upon
      management's  ability  to raise  additional  financing.  During the period
      ended July 31, 2003,  management took actions to reduce  operating  losses
      and is in the  process  of  securing  additional  financing.  There  is no
      assurance that additional financing will be obtained.

      The ability of the  Company to continue as a going  concern and to realize
      the carrying value of its assets and discharge its liabilities when due is
      dependent on the  successful  completion  of the actions taken or planned,
      some of which are described above, which management believes will mitigate
      the adverse  conditions and events which raise doubt about the validity of
      the  "going   concern"   assumption  used  in  preparing  these  financial
      statements.  There is no certainty that these and other strategies will be
      sufficient to permit the Company to continue beyond July 31, 2004.

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

                                       F-6
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

3.    Significant accounting policies:

      (a) Property, plant and equipment

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

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

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

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

          During  the  year,  the  Company's  method of  recording  amortization
          changed  to reflect a change in the  assets'  estimated  useful  life.
          These changes have been applied prospectively, with no change to prior
          periods.  The net  effect  of the  change  on the  current  year is an
          increase in  amortization  expense  and the  deficit of  approximately
          $4,500.

      (b) Principles of consolidation:

          The consolidated  financial  statements include the accounts of Triton
          Global   Communications  Inc.  ("TGCI")  and  Triton  Global  Business
          Services  Inc.  ("TGBSI").  TGCI was  acquired by TGBSI on October 22,
          2002 and these financial  statements reflect the results of operations
          for TGCI from that date forward.  TGBSI  acquired BSD  Software,  Inc.
          (the "Company") in a reverse takeover  transaction  effective November
          4, 2002. As a result the Company changed its year end to July 31, 2003
          and these statements reflect the consolidated operations of TGBSI from
          August  1,  2002 to  July  31,  2003.  All  significant  inter-company
          balances and transactions have been eliminated upon consolidation. The
          July  31,  2002  pre-transaction  balance  sheets  and  statements  of
          operation  and  deficit  and  cash  flows of the  consolidated  entity
          presented  are  those of TGBSI.  As the  comparative  figures  are for
          TGBSI, including share capital, earnings per share information has not
          been provided.

      (c) Translation of foreign currency:

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

                                       F-7
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

3. Significant accounting policies (continued):

      (d) Revenue recognition:

          Revenue is  recognized at the time that calls are  transferred  to the
          clearing  house for billing to customers.  Provisions are recorded for
          management's estimate of calls which cannot be billed or collected.

      (e) Impairment of property, plant and equipment:

          Property,   plant  and  equipment   must  be  assessed  for  potential
          impairment.  If the  undiscounted  estimated future net cash flows are
          less than the  carrying  value of the asset,  the  impairment  loss is
          calculated  as the  amount  by which the  carrying  value of the asset
          exceeds its fair value.  Fair value has been calculated as the present
          value of estimated future net cash flows.

          The Company has determined  that an impairment  loss exists on certain
          assets  where there was no  demonstrable  business  plan  available to
          justify positive cash flows. As a result,  an impairment loss has been
          recorded as an expense in the current period.

      (f) Goodwill:

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

          Subsequent  to the  acquisition  of TGCI,  the Company  conducted  the
          impairment  test and  determined  the entire  amount of goodwill to be
          impaired as  significant  operating  losses had  occurred and TGCI was
          facing a significant working capital deficiency (note 4).

      (g) Stock-Based Compensation:

          Under  the  fair  value   based   method,   stock-based   payments  to
          non-employees  are  measured  at the fair  value of the  consideration
          received,  or the fair  value of the  equity  instruments  issued,  or
          liabilities incurred,  whichever is more reliably measurable. The fair
          value  of  stock-based   payments  to  non-employees  is  periodically
          re-measured until counterparty performance is complete, and any change
          therein is recognized over the period and in the same manner as if the
          Company  had  paid  cash  instead  of  paying  with  or  using  equity
          instruments.  The cost of stock-based  payments to non-employees  that
          are fully vested and non-forfeitable at the grant date is measured and
          recognized at that date.

                                       F-8

<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

  3. Significant accounting policies (continued):

      (h) Earnings (loss) per common share:

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

4.    Change in control and acquisitions:

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

      As  a  result  of  these  transactions,   TGBSI  became  a  majority-owned
      subsidiary of the Company and the TGBSI Shareholders became the holders of
      88.3% of the then 30,123,251 common shares of the Company.

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

      The holders of the  remaining  10% of TGBSI common  shares will be offered
      the opportunity to exchange their shares for up to an additional 2,470,349
      common shares of the Company. As a result,  after such additional exchange
      a total of  33,180,776  common shares will be issued and  outstanding,  of
      which 29,084,240  shares will have been issued to the former  shareholders
      of TGBSI  and the  former  shareholders  of TGBSI  will own  87.65% of the
      issued and  outstanding  common shares of the Company.  In connection with
      the  contemplated   additional  exchange  of  shares,  the  four  majority
      shareholders   of  TGBSI  have   agreed  to  return  to  the  Company  for
      cancellation,  on a pro rata basis, that number of common shares as may be
      necessary  such that when all  shares  of TGBSI are  exchanged,  the total
      number of common shares outstanding shall equal 32,593,600 shares plus any
      issuances of common shares after November 4, 2002.

                                       F-9
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

4.    Change in control and acquisitions (continued):

      As the TGBSI Shareholders  ultimately control the Company,  TGBSI has been
      designated  as the  acquiror  in the  transaction.  The fair  value of the
      assets and liabilities acquired are as follows:

      Investments and marketable securities                        $        404
      Accounts payable and accrued liabilities                           (2,040)

--------------------------------------------------------------------------------
      Working capital deficiency assumed                           $     (1,636)
--------------------------------------------------------------------------------

      The above deficiency has been charged to the Company's deficit account and
      the financial  statements  reflect the  financial  position and results of
      TGBSI  from  the  date  of its  incorporation  on May  28,  2002  forward.
      Additional   paid-in  capital  reflects  the  increase  in  share  capital
      attributable  to  the  carrying  value  of  TGBSI's  share  capital.   The
      continuity of the Company's issued share capital is outlined in note 12.

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

      Net deficiency acquired:

      Current liabilities                                         $   2,655,306
      Current assets                                                 (1,008,743)
      Property, plant and equipment                                  (1,171,081)
--------------------------------------------------------------------------------
                                                                        475,482
      Consideration paid:

      Note payable to Guy Fietz                                         401,250
      Shares of TGBSI issued                                          1,248,750
      Acquisition costs                                                 486,197
--------------------------------------------------------------------------------
                                                                      2,136,197

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

      $220,374 of the above  acquisition  costs are included in accounts payable
      at the year  end.  Subsequent  to the  acquisition  the  entire  amount of
      goodwill  has been  written  off and charged to  operations.  Prior to the
      acquisition TGBSI had acquired the right to purchase TGCI for a total cost
      of  $1,159,448.  This  amount was written  down to a nominal  value in the
      accounts of TGBSI during the 2002 fiscal year.

      Although the Company  currently  owns only 90% of TGBSI,  operations  have
      resulted  in a loss for the  current  period  and as a result  the  entire
      amount of this loss has been reflected in these  financial  statements and
      no minority  interest has been  calculated.  Until such time as operations
      recover the deficiency in minority interest of $243,083,  the full 100% of
      operating results will be reported with no off-setting minority interest.

                                      F-10
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

5.    Advances receivable:

      The advances  receivable  as at July 31, 2002 are accounts  receivable  of
      $25,002 from TGCI, a Company  acquired  subsequent to fiscal 2002 (note 4)
      and accounts  receivable of $68,932 from Guy Fietz,  a shareholder  of the
      Company. Amounts bear interest at 10% per annum and are due on demand.


6. Property, plant and equipment:


--------------------------------------------------------------------------------
                                                                         2003
--------------------------------------------------------------------------------
                                                   Accumulated          Net book
                                      Cost        amortization             value
--------------------------------------------------------------------------------

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

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


7.    Shareholder loans:

      Amounts due to  shareholders  bear interest at 8% per annum and are due on
      demand.

8.    Due to Guy Fietz:

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

9.    Due to Wayside Solutions Inc.:

      Amounts  due to Wayside  Solutions  Inc.,  a company  owned in part by the
      President of TGBSI,  bear interest at 10% per annum and are due on demand.
      A  general  security  agreement  has been  provided  by  TGBSI to  Wayside
      Solutions Inc. as collateral.

10.   Advances from investors:

      The Company has  received  $929,983  from  investors  for the  purchase of
      common shares of TGBSI. TGBSI is in the process of finalizing the issue of
      the related share capital.

                                      F-11

<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

11.   Promissory note payable:

      The Company borrowed  $137,253 from a third party supplier in exchange for
      a promissory note. The note is payable on demand, bears interest at 9% per
      annum and a shareholder has guaranteed these  obligations.  As the Company
      in turn  indemnified  the  shareholder,  no amount has been included as an
      expense for this  guarantee in the current year. The funds were repaid and
      the note cancelled subsequent to the year end.

12.   Share capital:

      The  authorized  common shares  consist of 50,000,000  shares at $.001 par
      value.

      The  following  reflects the number of issued  common shares at that their
      stated capital of $0.001 per share.

--------------------------------------------------------------------------------
                                           Number of Shares      Paid-up capital
--------------------------------------------------------------------------------


Balance, August 1, 2002                            1,893,600       $      1,894

Issued to TGBSI shareholders (note 4)             26,613,891             26,614

Issued to BSD shareholders (note 4)                1,615,760              1,616

Issued shares during November 4, 2002 to
  January 31, 2003                                 5,632,778              5,632

Issued shares during period February 1 to
  April 30, 2003                                     190,000                190

Shares cancelled                                  (5,235,602)            (5,235)

--------------------------------------------------------------------------------
Balance, July 31, 2003                            30,710,427       $     30,711
--------------------------------------------------------------------------------

The additional  paid-in capital of these shares is $2,063,161,  which includes a
charge for share issue costs of $48,317 and  reflects the  incremental  carrying
value of TGBSI's share capital at the time when the reverse takeover transaction
occurred (see note 4).

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

                                      F-12
<PAGE>


BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

12.   Share capital (continued):

      The Company is obligated to issue 317,170 common shares to individuals for
      financing, legal and employment services received during the current year.
      Expenses of $100,868,  $14,000 and $12,000 have been  recorded in interest
      and  finance  charges,  professional  fees and  payroll,  respectively.  A
      liability of $126,868 has been accrued at a rate of $0.40 per share, based
      upon the trading  value of the shares at the date of issue.  Subsequent to
      year end,  the Company  issued the  317,170  shares as  consideration  for
      services rendered.  The $14,000 in  professional fees is payable to Jeremy
      Fietz, the brother of the President of the Company.

      On May 14, 2003 the Company  entered into an  agreement to issue  warrants
      for  1,000,000  common  shares,  at  an  exercise  price  of  $0.25  to  a
      corporation  as  consideration  for  consulting  services.  The  right  to
      exercise the warrants  expires August 31, 2005. These warrants were issued
      on August 20, 2003.  Management's  best  estimate of the fair value of the
      shares at the time of the Agreement was approximately $0.40, as a result a
      charge for $150,000 has been recorded as professional  fees expense in the
      current year.

      As well,  stock  options to purchase  600,000  shares at a strike price of
      $0.01 per share,  expiring  August 2, 2005 were  approved  by the Board of
      Directors on August 2, 2003.  As of October 17, 2003 these options had not
      been issued.

      In November of 2002,  certain  shareholders  of the Company  entered  into
      Accommodation  Agreements  with  the  Company  to  assist  with  financing
      corporate  operations.  Under those  Accommodation  Agreements the Company
      will be obligated to issue up to 657,000 shares if certain  conditions are
      not fulfilled by December 5, 2003.

13.   Income taxes:

      Income tax  recovery  differs  from the amount  that would be  computed by
      applying the Federal and  Provincial  statutory  income tax rate of 35 per
      cent (2002 - 36 per cent) for the following reasons:

--------------------------------------------------------------------------------
                                                         2003           2002
--------------------------------------------------------------------------------


Computed income tax recovery                       $  (1,608,202)     $     454

Non taxable items and other differences                  457,044           (454)

Change in valuation allowance                          1,151,158            -
--------------------------------------------------------------------------------
                                                   $         -        $     -
--------------------------------------------------------------------------------

                                      F-13
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

13.   Income taxes (continued):


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

--------------------------------------------------------------------------------
                                                               2003        2002
--------------------------------------------------------------------------------

      Future tax assets:
        Non-capital losses                                   $ 324,864   $     -

        Capital assets - difference in net book value
           and undepreciated capital cost                      369,250         -

        Tax value of investment greater than accounting        457,044         -
--------------------------------------------------------------------------------
                                                             1,151,158         -
      Less valuation allowance                               1,151,158         -
--------------------------------------------------------------------------------
                                                                     -         -
      Future tax liabilities                                         -         -
--------------------------------------------------------------------------------
      Net future tax assets                                 $        -   $     -
--------------------------------------------------------------------------------

      The Corporation has approximately $928,183 of non-capital losses available
      at July 31, 2003 to reduce  taxable  income of future years.  These losses
      expire in periods from 2004 through 2010.

14.   Commitments and contingencies:

      The Company  leases its  business  premises and certain  office  equipment
      under  operating  leases.  Total lease payments during the period totalled
      $138,353. Future lease payments will aggregate $618,944 as follows:

                     2004                           $    126,712
                     2005                                122,931
                     2006                                129,040
                     2007                                129,253
                     2008                                111,008
                                                    ------------
                                                    $    618,944
                                                    ============


                                      F-14
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

14.   Commitments and contingencies (continued):

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

           In  December  2002,  TGCI sued  CanTalk for breach of  contract.  The
           action  was  brought  before the Court of  Queen's  Bench,  Winnipeg,
           Canada. The case is styled "Triton Global Communications v. CanTalk."
           The action  alleges that CanTalk failed to perform under an outsource
           agreement  pursuant  to which  CanTalk  was to  provide  support  for
           Triton's entry into the  international  operator  service market.  In
           response to the suit,  CanTalk filed a counterclaim  against TGCI for
           $169,000  alleging  breach of contract.  TGCI believes that CanTalk's
           counterclaim   is  without   merit  and  it  intends  to  defend  the
           counterclaim.

           In June 2003,  PBJ Holdings  Inc.  filed a Statement of Claim against
           TGBSI.  in the  Court Of  Queen's  Bench of  Alberta  for  breach  of
           contract  alleging  that  TGBSI  failed  to  pay  $ 25,000   for  the
           introduction  of TGBSI.  to BSD Software Inc. TGBSI intends to defend
           the claim and to file a  counterclaim  against PBJ Holdings  Inc. and
           its principals.

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

           In March 2003, Michael Bridges, a former employee of TGCI, threatened
           legal  action  against  TGCI for an alleged  breach of  contract  for
           amounts  owed  under an  employment  contract.  Mr.  Bridges  alleges
           damages of $94,000,  plus 2,500 shares of stock and legal fees.  TGCI
           disputes  the  allegations  and  intends  to defend  any such  action
           brought in the future.

           In May 2003,  M.A.C.  Inc.  threatened  legal action against TGCI for
           alleged violations of the Texas Deceptive Trade Practices Act. M.A.C.
           alleges  damages of  $368,000,  which is 10 times the actual  damages
           allegedly suffered by M.A.C.

           In May 2003, Loralee Duncan, a former employee of Triton,  threatened
           legal action against Triton for an alleged wrongful termination.  Ms.
           Duncan  alleges  damages  of  Cdn.  $106,000.   Triton  disputes  the
           allegations  and  intends  to defend any such  action  brought in the
           future.

      As of July 31, 2003  management  has accrued a provision  based upon their
      best estimate as to the likely outcome of these claims. This provision has
      been charged to administration expense during the current period.

15.   Financial instruments:

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

      A majority of the company's purchases are from one specific vendor.

      The  Company  has  significant  sales and  purchases  denominated  in U.S.
      currency,  and is  therefore  exposed to  financial  risk  resulting  from
      fluctuations  in  exchange  rates and the  degree of  volatility  of these
      rates.

                                      F-15
<PAGE>

BSD SOFTWARE, INC.
Notes to Consolidated Fianncial Statements

Year ended July 31, 2003
--------------------------------------------------------------------------------

15.   Financial instruments (continued):

      The fair value of the following financial assets and financial liabilities
      approximates fair value due to their immediate or short-term maturity:

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

                                      F-16