FORM 20-F

(MARK ONE)

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

OR

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

For the fiscal year ended March 31, 2001

OR

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

For the transition period from _______________ to _______________

Commission file number 000-27531

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

                                 Not Applicable
                 (Translation of Registrant's Name Into English)

                                 Alberta, Canada
                 (Jurisdiction of incorporation or organization)

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


Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class                Name of Exchange

     None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

     Common Shares, no par value

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:

     None

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

     As of March 31, 2001, there were outstanding 18,341,624 shares (19,357,045
including shares in escrow).

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

[X] Yes [_] No

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

[X] Item 17 [ ] Item 18

<PAGE>



                    Index to Form 20-F Registration Statement

                                                                     Page Number
                                                                     -----------
Part 1                                                                        1
Item 1.     Description of Business                                           1
Item 2.     Description of Property                                          17
Item 3      Legal Proceedings                                                17
Item 4.     Control of Registrant                                            17
Item 5.     Nature of Trading Market                                         18
Item 6.     Exchange Controls and Other Limitations Affecting
            Security Holders                                                 18
Item 7.     Taxation                                                         19
Item 8.     Selected Financial Data                                          21
Item 9.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                        24
Item 9A.    Quantitative and Qualitative Disclosures About Market Risk       34
Item 10.    Directors and Officers of Registrant                             36
Item 11.    Compensation of Directors and Officers                           39
Item 12.    Options to Purchase Securities from Registrant or Subsidiaries   41
Item 13.    Interest of Management in Certain Transactions                   43
Part III                                                                     44
Item 15.    Default Upon Senior Securities                                   44
Item 16.    Changes in Securities, Changes in Security For
            Registered Securities and Use of Proceeds                        44
Part IV                                                                      44
Item 17.    Financial Statements                                             44
Item 19.    Financial Statements and Exhibits                                44
Signatures                                                                   45


<PAGE>

     Certain statements contained in this report are forward-looking in nature.
Such statements can be identified by the use of forward-looking terminology such
as "believes," "expects," "may," "will," "should," or "anticipates" or the
negative thereof or comparable terminology, or by discussions of strategy. You
are cautioned that our business and operations are subject to a variety of risks
and uncertainties and, consequently, our actual results may materially differ
from those projected by any forward-looking statements. Certain of these risks
and uncertainties are discussed below under Item 1-- "Risk Factors." We make no
commitment to revise or update any forward-looking statements in order to
reflect events or circumstances after the date any such statement is made.

     All dollar amounts appearing in this report represent Canadian dollars,
except where denoted otherwise. All US dollar equivalents are based on a
conversion rate of $0.6336 for every US $1.00, which is the noon buying rate
announced by the Federal Reserve Bank of New York on March 31, 2001, unless
otherwise noted. The noon buying rate on September 20, 2001 was $0.6366 per US
$1.00.

     Unless the context indicates to the contrary, the terms "Brocker", "we",
"us" and "our" refer to Brocker Technology Group Ltd. and its wholly-owned
subsidiaries.

     Unless otherwise indicated,(1) the information in this report is as of
September 20, 2000 and (2) this Report does not reflect developments subsequent
to such date.

                                     Part I

Item 1.  Description of Business

Introduction

     We are engaged in several business lines in the fields of information
technology and telecommunications. Our principal business lines include:

     Professional Services

     We work with our clients ensuring they get their Internet strategy right
can speed up innovation, reduce costs and get better connected with customers.
Brocker Professional Services shows its clients the best way forward and ensures
they do not spend a fortune putting the wrong parts of a business online in the
wrong way. In addition we support and distribute a range of IT & technology
solutions for small to medium businesses. The company also provides an extensive
range of information management solutions to large enterprise and government
organizations, ranging from facilities management, through network design &
implementation, to software development.

     Application Development

     We develop and market propriety software applications. Our current area of
focus, following significant restructuring in this area of business, focuses on
computer and communication technologies in a way that enables clients to
effectively compete in a deregulated utilities environment.




                                       1
<PAGE>

     Online Services (Telecommunication Services)

     We supply a complete range of telecommunication services, for the business
or personal user. We specialize in the creative development of
telecommunications solutions to deliver advanced applications to meet business
and residential requirements

     Vendor Services

     We distributed (1) cellular telephones and other wireless telecommunication
products in New Zealand and (2) computer software, hardware and peripheral
products in New Zealand and Australia. We also offer value-added services such
as technical advice relating to product selection, networking and product
compatibility.

Corporate Information

     We were incorporated in 1993 under the laws of the Province of Alberta,
Canada. In December 1998, we changed our name from "Brocker Investments Ltd." to
"Brocker Technology Group Ltd."

     We maintain our principal executive offices in New Zealand. We also
maintain an executive office in Canada. The address of our principal executive
offices in New Zealand is Brocker Technology Park, 17 Kahika Road, Beachhaven,
Auckland, New Zealand. Our telephone number there is 64-9-481-9988. The address
of our Canadian executive office is 2150 Scotia One, 10060 Jasper Avenue,
Edmonton, Alberta, Canada T5J 3R8. Our telephone number there is 780-481-9988.

Our History

     We were formed in 1993 and commenced operations in 1994 by acquiring an
established computer hardware and software distribution company. We thereafter
expanded our business through additional acquisitions and internal growth. We
have completed a total of 14 acquisitions (through September 20, 2000),
including eight completed since the beginning of fiscal 1998.

Overview and Strategy for Growth

     With tightening market conditions during the year, Brocker re-appraised its
overall strategic direction. After much deliberation the Board was satisfied
that refining its focus combined with substantial restructuring was required to
return Brocker to operating profitability in the immediate term. One consequence
of the change was acknowledging that the projected cost of delivering Brocker's
B2B communications suite (its application development software) to the North
American and European markets was no longer feasible in the financial climate at
that time. Presently the Corporation is focussed on the sale of the majority of
its communication based IP and has ceased further development of these products
at this stage.

In February 2001 management discovered the existence of accounting
irregularities in a subsidiary company Sealcorp Australia Pty Limited. A
decision was subsequently made to close this business operation. This decision
had a material adverse impact on the financial position of Sealcorp Computer
Products Limited, based in New Zealand. Sealcorp New Zealand was also suffering
from increased competition and falling margins. A decision to close these
business operations was made in March 2001. Brocker also through a third
subsidiary Sealcorp Telecommunications Group Limited, also based in New Zealand
was the largest distributor of wireless telecommunication hardware products in
New Zealand. Subsequent to March 31, 2001 Brocker elected to withdraw from this
business, a consequence of falling volumes and declining profitability. At the
date of this report Brocker has no Distribution/Vendor Services operations.



                                       2
<PAGE>

     In the past our revenues to date have principally been derived from our
distribution business. However, over the past several years our strategy has
been to reduce our reliance on the distribution business by diversifying into
consulting and the development of proprietary products for e-commerce and
business communications. We believe that the rapid evolution and adoption of the
Internet and Internet technologies in our markets should enable us to continue
our diversification.

     Our plans for future growth include the following key elements:

     Continue Acquisition Program. We plan to continue to expand and diversify
through acquisitions. Our principal focus at present is on companies with (1)
strong consulting capabilities that can supplement or complement our existing
consulting practices, (2) companies with developed proprietary products for
e-commerce and business communications or with know-how that can be leveraged
within the existing Group and (3) companies that provide online services to
business customers.

     Expand Geographically. We plan to seek opportunities to selectively enter
new geographic markets.

Certain Information Concerning Segments

     In Note 13 of our consolidated financial statements, we provide certain
segment information concerning our business. Our principal segments, as reported
in such note, are identified below:

          1. Vendor Services ( formerly Sales and Distribution). This segment
     includes our distribution business described under "--Additional
     Information Concerning Our Principal Business Lines--Distribution."

          2. Professional Services. This segment includes our business of
     providing computer consulting services described under "--Additional
     Information Concerning Our Principal Business Lines--Consulting Services."

          3. Application Development. This segment includes our business of
     developing and marketing proprietary software applications, or services
     based on these applications, described under "--Additional Information
     Concerning Our Principal Business Lines--Development and Marketing of
     Proprietary Software Applications."

          4. Application Hosting (expected to be renamed Online Services). The
     historical revenues of this segment relate to our business of furnishing
     certain technical services to customers. This segment is now represented by
     the delivery of Telecommunication products to business and domestic users.

Additional Information Concerning Our Principal Business Lines

     Set forth below is additional information concerning our principal business
lines.

     Distribution

     Distribution of telecommunication Products

     We were the largest distributor of wireless telecommunication hardware
products in New Zealand. On July 7, 2001 Brocker elected to withdraw from this
business, a consequence of falling volumes and declining profitability.

The products that were offered included cellular phones, related accessories,
and radio pagers. We carry a variety of brands, including Ericsson, Motorola,
Nokia, and Philips. Our principal customers for these products are dealers and
retail stores. In fiscal 2001, our revenues from the


                                       3
<PAGE>

sale of telecommunication products amounted to approximately $55.0 million and
represented approximately 55.3% of our total revenues.

     We began distributing wireless telecommunication products in 1997 when
Telecom New Zealand ("Telecom"), which is New Zealand's largest
telecommunications carrier and at the time was also a distributor of mobile
phones, asked us to take over this distribution function. We agreed to do so and
entered into an agreement with Telecom. Under our agreement with Telecom, we
share with Telecom the activities and risks associated with this distribution
function. This sharing arrangement includes the following terms. We are
responsible for ordering and maintaining inventory, carrying out marketing
activities and initiating and completing sales. Telecom is required to protect
us against certain of the risks associated with the distribution function,
including inventory obsolescence and bad debts. In exchange for Telecom assuming
these risks, we are required to limit our gross profit from the distribution of
wireless telecommunication hardware products to a level that is lower than the
typical margin in our industry. In fiscal 2001, our gross profit margin from the
sale of wireless telecommunication hardware products was approximately 6.0%.

     A portion of the Corporation's sales are made to parties that have
submitted their purchase orders to Telecom rather than to the Corporation. In
these cases, Telecom transmits the order to the Corporation for fulfillment, the
Corporation ships the product directly to the customer as agent for Telecom, and
Telecom pays the purchase price to the Corporation as the buyer. Purchase orders
transmitted to the Corporation by Telecom amounted to approximately $29.6
million and accounted for approximately 29.8% of the Corporation's total
revenues in fiscal 2001.

     Distribution of Computer-Based Technology Products

     In fiscal 2000, revenue from the sale of computer-based technology products
and related value-added services amounted to approximately $18.8 million and
represented approximately 18.9% of total revenue. The revenues and gross profit
of Sealcorp Australia Pty Limited have been excluded from Fiscal 2001 as a
result of uncertainty in determining the accuracy of these amounts.

     During the year the Corporation distributed computer-based technology
products in New Zealand and Australia. The products that were offered include:
(i) business software; (ii) hardware devices such as desktop personal computers,
notebook computers, network servers, and workstations; and (iii) computer
peripherals such as monitors, printers and scanners.

     In February 2001 management discovered the existence of accounting
irregularities in Sealcorp Australia Pty Limited. A decision was subsequently
made to close this business operation. This decision had a material adverse
impact on the financial position of Sealcorp Computer Products Limited, based in
New Zealand. Sealcorp New Zealand was also suffering from increased competition
and falling margins. A decision to close these business operations was made in
March 2001.

     Consulting Services

     Companies that get their Internet strategy right can speed up innovation,
reduce costs and get better connected with customers. Brocker Professional
Services shows its clients the best way forward and ensures they do not spend a
fortune putting the wrong parts of a business online in the wrong way.

     With offices in Sydney, Auckland and Wellington and the South Pacific
including Fiji, Papua New Guinea, Vanuatu and the Solomon Islands.



                                       4
<PAGE>

     Professional Services offered by Certus Consulting Limited cover fully
integrated program and project management services including:

o    Business Innovation
o    Technology Research
o    Enterprise Architecture
o    Business Consulting
o    Project Management, and
o    Implementation Services

     Professional Services operates across a broad range of business
applications including:

o    e-Business
o    Complex Systems Integration
o    Enterprise Resource Planning
o    Electronic Relationship Management
o    Supply Chain Integration

     In addition to technology capabilities, the company has a wealth of
experience in the following industries:

o    Telecommunications
o    Retailing
o    Banking & Finance
o    Media
o    Energy & Utilities
o    Manufacturing & Distribution
o    Defense

     Brocker Professional Services also utilizes the latest collaborative
technologies to significantly enhance effectiveness and facilitate creative and
complex teamwork. This meets the needs of the most enlightened companies which
are moving from hierarchical planning to a peer-to-peer structure for their work
teams, focusing on facilitating teamwork and managing deliverables.

     We use Inovie Software's Enterprise Team Portal, TeamCenter(R) to provide a
web-based platform for managing and collaborating on project work. Using the
TeamCenter portal, project members build teams, create projects and work
together interactively, communicating, collaborating and co-ordinating
activities from anywhere, in real time.

     Professional Services offered by the Datec Group cover distribution and
supports a range of IT & technology solutions for small to medium businesses.
The company also provides an extensive range of information management solutions
to large enterprise and government organizations, ranging from facilities
management, through network design & implementation, to software development.

     Datec's solutions are based on strong relationships with market-leading
vendors such as IBM, Oracle, Compaq, Cisco, Lucent and Microsoft.

     Brocker currently has approximately 199 consultants on staff. In fiscal
2001, revenues from computer consulting services amounted to approximately $19.5
million and represented approximately 19.6% of total revenues.



                                       5
<PAGE>

     Development and Marketing of Proprietary Software Applications

     With tightening market conditions during the year, Brocker re-appraised its
overall strategic direction. After much deliberation the Board was satisfied
that refining its focus combined with substantial restructuring was required to
return Brocker to operating profitability in the immediate term. One consequence
of the change was acknowledging that the projected cost of delivering Brocker's
B2B communications suite (its application development software) to the North
American and European markets was no longer feasible in the financial climate at
that time. Presently the Corporation is focussed on the sale of the majority of
its communication based IP and has ceased further development of these products
at this stage.

     A subsidiary, Kepra Software, develops state-of-the-art IT business
solutions and services for utility industries. Kepra's strategy is to use
computer and communication technologies in a way that enables clients to
effectively compete in a deregulated utilities environment. Development of this
product offering is continuing and reflects the strong forward sales
opportunities.

     Online Services (Telecommunication Services)

     Brocker Online Limited (Online) offers a complete range of
telecommunication services, for the business or personal user. Initially
operating only in New Zealand and Australia, Online plans to expand into other
geographies.

     Online specializes in the creative development of telecommunications
solutions to deliver advanced applications to meet business and residential
requirements. Online supplies its customers with fixed line toll services,
cellular phone solutions and Internet connectivity.

     Online currently provides products and services in the following
categories:

o    Non-code and Coded tolls, including:
o    National long distance
o    International long distance
o    Calls to mobiles
o    Account-linked phone cards
o    IVR services
o    0800 services
o    Cellular phones and services
o    Internet connectivity -- through www.nzonline.co.nz (in planning stage)

     In addition, Online specializes in working with associations, multi-level
marketing and closed user groups, to provide unique and creative
revenue-generation and market differentiation initiatives.

Sales and Customers

     We sell our products and services through our sales force and account
managers. In addition, in the distribution business, we sell products through
our Internet site.

     Substantially all of our sales to date have been in New Zealand, Australia
and now the Pacific Islands. We are, however, seeking to expand the markets for
our proprietary software


                                       6
<PAGE>

products by establishing relationships with dealers and consultants in Asia,
North America and Europe.

Research and Development

     Our current research and development efforts are focused on developing
proprietary software applications utilizing computer and communication
technologies in a way that enables clients to effectively compete in a
deregulated utilities environment. The table below shows for the periods
indicated (1) the amount of research and development costs that we recorded as
an expense during the period and (2) the amount of development costs that we
deferred in accordance with generally accepted accounting principles of Canada.

Deferred development that are reflected as an asset on our balance are amortized
over the expected life of the related product, commencing with commercial
production or use of the product. For additional information concerning the
accounting treatment of our research and development costs, see notes 2 and 5 of
the notes to our consolidated financial statements included elsewhere herein.

-------------------------------- -----------------------------------------------
                                                     (Cdn $)
-------------------------------- -----------------------------------------------
                                              Year Ended March 31,
-------------------------------- -----------------------------------------------
                                      2001            2000             1999
-------------------------------- --------------- ---------------- --------------
Research and development costs     $3,248,000      $2,344,229       $1,904,705
recorded as expense
-------------------------------- --------------- ---------------- --------------
Development costs deferred            nil            841,771         883,295
-------------------------------- --------------- ---------------- --------------

Competition

     We face intense competition in each of our business lines. Certain specific
information is set forth below.

     Consulting Services competition is broad and diverse including the local
representatives of major global consulting firms as well as locally owned and
operated firms.

     Online Services faces competition from other telecommunication providers
working, as with Brocker, in association with the major service providers
operating in New Zealand and Australia

     We were for a time the only company that had an agreement with Telecom New
Zealand for the distribution of cellular wireless telecommunication hardware
products. Then, in February 1999, Telecom New Zealand entered into an agreement
with a second distributor. This was the principal reason why our revenues in New
Zealand from the distribution of wireless telecommunication products decreased
by approximately $14 million in Fiscal 2000. As noted above Brocker terminated
this contact, due to reducing profitability, in June of 2001.

     When Digital Equipment Corporation was acquired by Compaq in June 1998, we
lost the exclusive right to distribute Digital personal computers in New
Zealand. Consequently, we now compete with other companies in distributing
Digital/Compaq products. This increase in competition is the principal reason
why our revenues in New Zealand from the distribution of computer-based
technology products decreased by approximately $4.6 million in Fiscal 2000. See
Item 9--"Management's Discussion and Analysis of Financial Condition and Results
of Operations."



                                       7
<PAGE>

     We believe that our future growth depends on our ability to continue to
mitigate these risks by forming associations and alliances with other successful
telecommunications and IT providers.. The market for our products and services
is intensely competitive, subject to rapid technological change and
significantly affected by new product introductions and other market activities
of industry participants. We expect competition to persist and intensify in the
future. Our competition currently includes: (1) software development companies
that sell competing software solutions or development tools that can be used to
develop these solutions, (2) consulting companies that design and implement
custom solutions and (3) in-house development efforts by prospective customers.

     Many of our competitors have substantially greater financial, technical,
and marketing resources and substantially greater name recognition and than we
do. For example, in the area of providing software solutions for B2B e-commerce,
we face competition from companies such as Broadvision, Inc., International
Business Machine, Netscape Communication Corp., Microsoft Corporation, and
Vignette Corp.

Intellectual Property

     We primarily rely on trade secrets, proprietary knowledge and
confidentiality agreements to establish and protect our intellectual property
relating to our proprietary software products. We cannot, however, be certain
that others will not independently develop similar or superior products or gain
access to our trade secrets or knowledge.

     We generally do not sell or transfer title to our proprietary software
products. Rather, we grant our customers a license to use the products which
they purchase.

     There has been a substantial amount of litigation in the software and
Internet industries regarding intellectual property rights. It is possible that
in the future third parties may claim that we or our current or potential future
products infringe their intellectual property. Any claims, with or without
merit, could be time-consuming, result in costly litigation, cause product
shipment delays or require us to enter into royalty or licensing agreements.
Royalty or licensing agreements, if required, may not be available on terms
acceptable to us or at all.

Employees

As of March 31, 2001, the Corporation had approximately 487 employees. The
following is a breakdown of these employees by function: senior management 9;
finance and administration 45; sales and marketing 93; consulting services 199,
software development 20; technical / service 58; logistics 54; clerical 9.


Certain Information Concerning Acquisitions

     Completed Acquisitions

     The Corporation has acquired ten companies since 1993. The table below
provides certain information concerning these companies.

<TABLE>
<CAPTION>
     -----------------------------------------------    -------------------------------------------    ---------------------
                Name of Acquired Company                            Principal Business                       Acquired
            (Jurisdiction of Incorporation)
     -----------------------------------------------    -------------------------------------------    ---------------------
     <S>                                                <C>                                            <C>
     Sealcorp   Computer   Products   Limited  (New     distribution of computer-based  technology     December, 1994
     Zealand) (6)                                       products
     -----------------------------------------------    -------------------------------------------    ---------------------
     Industrial Communication Services Limited          servicing  of  mobile  telephones;  custom     March 1997
     (New Zealand) (5)                                  design of wireless communication products
     -----------------------------------------------    -------------------------------------------    ---------------------
</TABLE>



                                       8
<PAGE>

<TABLE>
<CAPTION>
     -----------------------------------------------    -------------------------------------------    ---------------------
                Name of Acquired Company                            Principal Business                       Acquired
            (Jurisdiction of Incorporation)
     -----------------------------------------------    -------------------------------------------    ---------------------
     <S>                                                <C>                                            <C>
     Northmark Technologies Limited                     Computer based technology products             March, 1997
     (New Zealand)(1)
     -----------------------------------------------    -------------------------------------------    ---------------------
     Easy PC Computer Rental Limited                    computer equipment leasing                     July 1997
     (New Zealand)(5)
     -----------------------------------------------    -------------------------------------------    ---------------------
     Image Craft Limited                                development of graphics software               December 1997
     (New Zealand)(2)
     -----------------------------------------------    -------------------------------------------    ---------------------
     Pritech Corporation Limited                        software consulting services                   May 1998
     (New Zealand) (3)
     -----------------------------------------------    -------------------------------------------    ---------------------
     1 World Systems Limited (New Zealand)              distribution   and    implementation    of     June 1998
                                                        accounting software
     -----------------------------------------------    -------------------------------------------    ---------------------
     Tech Support Limited  (New Zealand)                Computer technical service provider            August, 1999

     -----------------------------------------------    -------------------------------------------    ---------------------
     Certus   Project   Consulting   Limited   (New     Computer consulting services                   September, 2000
     Zealand)
     -----------------------------------------------    -------------------------------------------    ---------------------
     Generic Technology Limited (Fiji).                 Parent     company    of    8    operating     October, 2000
                                                        subsidiaries     specializing    in    the
                                                        provision    of    consulting    services,
                                                        software development and sales.
     -----------------------------------------------    -------------------------------------------    ---------------------
</TABLE>

The Corporation has also completed the acquisition of the assets of the
following companies:

<TABLE>
<CAPTION>
     -----------------------------------------------    -------------------------------------------    ---------------------
                    Name of Company                                 Principal Business                       Acquired
            (Jurisdiction of Incorporation)
     -----------------------------------------------    -------------------------------------------    ---------------------
     <S>                                                <C>                                            <C>
     Powercall Technologies Limited (New Zealand)       development   of  solutions  to  integrate     May 1997
     (5)                                                computer and telephone technologies
     -----------------------------------------------    -------------------------------------------    ---------------------
     Q*Soft Pty Limited (Australia) (3) (6)             distribution of software                       February 1999
     -----------------------------------------------    -------------------------------------------    ---------------------
     The Great Escape Company Limited                   distribution of computer-based  technology     September 1996
     (Australia) (3) (6)                                products
     -----------------------------------------------    -------------------------------------------    ---------------------
     Comunica Limited                                   telecommunication service provision            August 2000
     -----------------------------------------------    -------------------------------------------    ---------------------
</TABLE>

(1)  Operations sold and company amalgamated with Brocker NZ subsequent to the
     acquisition.

(2)  Amalgamated with Brocker NZ subsequent to the acquisition.

(3)  Assets acquired by Sealcorp Australia Pty Limited

(4)  Business operations ceased, a non-operating/dormant subsidiary

(5)  Business assets sold subsequent to March 31, 2001 and now a
     non-operating/dormant subsidiary

(6)  In receivership and liquidation

     In 1998, we acquired a 20% equity interest in Highway Technology, a start
up company. This company has developed, and is seeking to commercialise, a
system that remotely tracks the changing location of a moving motor vehicle.
This product combines a global positioning system, which tracks the vehicle's
location, with a wireless telecommunication system, which conveys the relevant
data via a cellular network.

     As at September 20, 2001 there were no pending acquisitions.


                                       9
<PAGE>

Risk Factors

     Certain Risks Relating to Our Consulting Services Business

     We are dependent on our relationships with a limited number of key
suppliers of products from which consulting revenue is generated; the loss of
one or more of these suppliers could hurt our business

     In order to grow revenues in Consulting Services certain alliances and
relationships have been established with companies supplying software to the IT
and telecommunications industry. Will not dependent on these relationships to
generate all the revenue of Consulting Services the loss of one or more of these
suppliers would reduce revenues and increase competitor pressure.

     We are dependent on our ability to attract qualified staff to complete
consulting assignments/projects; the inability to attract or recruit suitable
staff could hurt our business

     A number of projects and assignments undertaken by Consulting Services are
largely dependent on Brocker's ability to provide staff qualified and suitable
for the project. Failure to provide such staff would reduce the chances of being
awarded projects and being able to satisfactorily complete these projects
without defect.

     Certain Risks Relating to Our Online Services Business

     We are dependent on contracts with Telecommunication providers in New
Zealand and Australia. If these contracts are not provided, our business would
be substantially diminished and our results of operations would suffer.

Our business relating to the provision of telecommunication services is governed
by agreements that we have with Telecommunication providers that own and
administer the infrastructure utilized by Online Services. Failure to secure, or
renew, these contracts would severely diminish the services able to be supplied
to our customers.

     Certain Risks Relating to Our Distribution Business

     We are dependent on a contract with Telecom New Zealand, which is New
Zealand's largest telecommunications carrier. If this contract is not renewed,
our business would be substantially diminished and our results of operations
would suffer.

     Our entire business relating to the distribution of wireless
telecommunication products is governed by an agreement that we have with Telecom
New Zealand ("Telecom"), which is New Zealand's largest telecommunications
carrier. In the year ended March 31, 2000, sales governed by this agreement
accounted for approximately 44.8% of our total revenues. Information concerning
this agreement can be found under "--Additional Information Concerning Our
Principal Business Lines--Distribution." The term of our current agreement with
Telecom expires on December 31, 2000. We expect the agreement to be renewed.
However, we cannot guarantee that the agreement will be renewed or, if renewed,
that the terms will be as favorable to us as under the current agreement. If
this agreement is not renewed or otherwise terminates, our business would be
substantially diminished and our results of operations would suffer.
Furthermore, any adverse change in the terms of the agreement could harm our
business.

     Under the terms of our contract with Telecom, our gross profit margin from
the distribution of wireless telecommunication products is lower than the
typical margin in our industry; this means that relative to other companies we
need a higher level of sales to be profitable.

     As described above, our entire business relating to the distribution of
wireless telecommunication products is governed by an agreement that we have
with Telecom. Under our agreement with Telecom, we share with Telecom the
activities and risks associated with our


                                       10
<PAGE>

business of distributing wireless telecommunication products in New Zealand.
This sharing arrangement includes the following terms. We are responsible for
ordering and maintaining inventory, carrying out marketing activities and
initiating and completing sales. Telecom is required to protect us against
certain of the risks associated with the distribution function, including
inventory obsolescence and bad debts. In exchange for Telecom assuming these
risks, we are required to limit our gross profit from the distribution of
wireless telecommunication hardware products to a level that is lower than the
typical margin in our industry As a result, relative to other companies in our
industry, we need a higher level of sales to achieve a given level of
profitability.

     We recently began to face a new competitor in the New Zealand market for
distributing wireless telecommunication product, which has eroded our market
share. Our business could be harmed by additional erosion of our market share.

     We were for a time the only company that had an agreement with Telecom for
the distribution of cellular wireless telecommunication hardware products. Then,
in February 1999, Telecom entered into an agreement with a second distributor.
We estimate that this new distributor has captured market share in the range of
35% to 45%. We cannot guarantee that our market share will not continue to
erode. Additional erosion of our market share could harm our business.

     We depend on a limited number of key suppliers for a significant portion of
the products that we distribute; the loss of one or more of these suppliers
could hurt our business.

     We depend on a limited number of key suppliers for a significant portion of
the products that we distribute. The following data for fiscal year 2000
illustrates this point: (1) in the area of wireless telecommunication products,
our largest supplier accounted for approximately 50.3% of our supply of these
products and our four largest suppliers, in the aggregate, accounted for
approximately 93.2% of our supply, and (2) in the area of computer-based
technology products, our largest supplier accounted for approximately 16.9% of
our supply of these products and our four largest suppliers, in the aggregate,
accounted for approximately 50.0% of our supply. We generally do not have
long-term supply contracts with our suppliers. Consequently, we cannot be
certain that any supply relationship will continue at the current level or at
all. The loss of a key supplier would harm our business, if we were unable to
obtain a replacement in a timely manner.

     The value of our inventory could decline, which would hurt our financial
performance.

     We face the risk that the value of our inventory may decline. Factors that
could cause such a decline include technological changes that may render
existing products obsolete or less desirable and price reductions by suppliers.
Any significant decline in the value of our inventory of computer-based
technology products would hurt our financial performance. A decline in the value
of our inventory of wireless telecommunication products would not similarly
affect us because Telecom has agreed to protect us against much of this risk.

     Our distribution margins have been hurt by the trend of decreasing prices
for many computer-based products. A continuation of this trend could hurt our
results.

     Over the past several years, our distribution margins have been hurt by the
trend of decreasing prices for many computer-based products. A continuation of
this trend could hurt our results. We have, therefore, begun to diversify into
higher margin areas such as consulting and proprietary products. We cannot,
however, guarantee that that this diversification strategy will succeed or, if
it does succeed, that our non-distribution businesses will generate sufficient
profits to offset any decline in our distribution business.



                                       11
<PAGE>

Certain Risks Relating to Our Proprietary Products

     We cannot predict the level of market acceptance that our proprietary
products will achieve because to date we have not made any sales of our
Supercession product and have made only limited sales of most of our other
proprietary products. Our business will be hurt if our proprietary products fail
to achieve broad market acceptance.

     We believe that our future growth depends to a large extent on our ability
to sell our proprietary software applications. However, we have not yet made any
sales of our Supercession product and have made only limited sales of most of
our other proprietary products. Consequently, we cannot predict the level of
market acceptance that our products will achieve. Our business will be hurt if
our proprietary products fail to achieve broad market acceptance.

     If we fail to develop enhancements for our products on an ongoing basis, we
will not remain competitive; our competitors could achieve technological
advances that render our products obsolete.

     The markets for our products are marked by rapid technological change,
frequent new product introductions and enhancements, uncertain product life
cycles, changes in customer demands and evolving industry standards.
Consequently, in order to remain competitive, we will need to develop
enhancements to our products on an ongoing basis. We cannot, however, guarantee
that we will be able to do this in a timely and cost-effective manner or at all.
Furthermore, we cannot guarantee that our competitors will not achieve
technological advances that provide a competitive advantage over our products or
render our products obsolete.

     Our products may contain errors or defects that could result in lost
revenues, delayed or limited market acceptance or product liability claims with
substantial litigation costs.

     Complex software products like ours can contain errors or defects,
particularly when first introduced or when new versions or enhancements are
released. Defects or errors in current or future products could result in lost
revenues, product returns, reduced orders, uncollectible receivables, product
redevelopment cost, or the loss of, or delay in, market acceptance. Furthermore,
as many of our customers use our products for business-critical applications,
errors, defects or other performance problems could result in financial or other
damage to our customers and could significantly impair their operations. Our
customers could seek damages for losses related to any of these issues. A
product liability claim brought against us, even if not successful, would likely
be time consuming and costly to defend and could adversely affect our marketing
efforts.

     Third parties may assert infringement claims against us; these claim could
require us to incur substantial costs and interfere with our ability to sell our
products.

     There has been a substantial amount of litigation in the software and
Internet industries regarding intellectual property rights. It is possible that
in the future third parties may claim that we or our current or potential future
products infringe their intellectual property. Any claims, with or without
merit, could be time-consuming, result in costly litigation, cause product
shipment delays, require us to pay damages or require us to enter into royalty
or licensing agreements. Royalty or licensing agreements, if required, may not
be available on terms acceptable to us or at all, which could prevent us from
selling our products.

     Our intellectual property rights may not prevent others from developing
products that are similar or superior to our products or from gaining access to
our trade secrets or knowledge.

     We primarily rely on trade secrets, proprietary knowledge and
confidentiality agreements to establish and protect our intellectual property
relating to our proprietary software products.


                                       12
<PAGE>

We cannot, however, guarantee that others will not independently develop similar
or superior products or gain access to our trade secrets or knowledge.

Certain Other Risks Relating to Our Business

     We face intense competition and there is no guarantee that we will be able
to compete effectively.

     We face intense competition in each of our business lines. There is no
guarantee that we will be able to compete effectively. Our ability to compete
effectively may be constrained by a number of factors including those discussed
below.

     We believe that our future growth depends on our ability to market our
consulting and online services successfully. The market for these products is
intensely competitive, subject to rapid technological change and significantly
affected by new product introductions and other market activities of industry
participants. We expect competition to persist and intensify in the future.

     Many of our competitors have substantially greater financial, technical,
and marketing resources and substantially greater name recognition than we do.
For example, in the area of providing software solutions for B2B e-commerce, we
face competition from companies such as Broadvision, Inc., International
Business Machine, Netscape Communication Corp., Microsoft Corporation, and
Vignette Corp.

     We expect that we will require additional financing in the very near
future; if we are unable to obtain needed financing, our business will be hurt.

     The cash from our operations is not sufficient to fund the cash outlays
associated with our business. We have primarily been funding this shortfall from
the proceeds that we received from several equity offerings that we completed in
Fiscal 2000. We estimate that that our remaining cash-on-hand will be sufficient
to fund our cash shortfall for an additional three to six months at the current
level of operations. Thereafter, we will require additional equity or debt
financing. Accordingly, we are planning to seek additional financing in the near
future. However, we cannot be certain that any additional financing will be
available or, if available, will be available on terms that are satisfactory to
us. If we are unable to obtain the financing that we require, our business will
be hurt and we will have to substantially curtail or discontinue our product
development efforts and possibly other areas of our business. See Item
9--"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

     Failure to retain and attract key personnel would harm our business.

     Our success depends largely on the skills, experience and performance of
the members of our senior management and other key personnel. If we lose the
services of any of these persons and are unable to retain a suitable
replacement, our business would be harmed.

     We have completed a number of acquisitions and may make additional
acquisitions; acquisitions entail certain risks, which could harm our business.

     We have grown in large part through acquisitions and may continue to make
acquisitions as opportunities arise. The making of acquisitions entails certain
risks, which could harm our business. These risks include:

     o    acquired companies could have hidden liabilities that we fail to
          discover during our due diligence investigations;

                                       13
<PAGE>

     o    we may have difficulty in assimilating the operations, products,
          technology, information systems and personnel of the acquired company
          with our existing operations;

     o    implementing acquisitions could cause significant diversion of
          management time and resources;

     o    we may have difficulty maintaining uniform standards, controls,
          procedures and policies; and

     o    we may lose key employees of the acquired company.

     We operate in multiple countries, which involves various risks and
challenges not faced by companies that operate in only a single country; if we
are unable to manage these risks, our business will be hurt.

     We have operations in Australia and New Zealand, as well as administrative
offices in Canada, and are seeking to expand into other geographic markets.
Because we operate in multiple countries, we face various risks and challenges
not faced by companies that operate in only a single country. If we are unable
to manage these risks and challenges, our business will be hurt. These risks and
challenges include:

     o    we may incur losses or gains from currency fluctuations as a result of
          transactions and expenses being denominated in different currencies;

     o    we are subject to increased financial accounting and reporting burdens
          and complexities and potentially adverse tax consequences;

     o    we may incur expenses associated with customizing products for
          multiple countries;

     o    we may be hurt by tariffs, export controls and other trade barriers;

     o    we need to comply with a wide variety of complex foreign laws and
          treaties.

     We report our financial statements in Canadian dollars even though most of
our transactions involve Australian or New Zealand dollars; consequently, our
reported financial position may be negatively affected by currency translations.

     We report our financial statements in Canadian dollars even though most of
our transactions involve Australian or New Zealand dollars. Consequently, in
order to prepare our financial statements, we need to translate items that have
been recorded in foreign currencies into Canadian dollars. Specifically, foreign
denominated assets and liabilities are translated into Canadian dollars based on
the exchange rate in effect at the end of the reporting period and foreign
denominated income and expense items are translated based on the weighted
average exchange rates during the reporting period. These translations may
result in gains or losses, which are recorded as a separate component of
shareholder's equity.

     You may not be able to obtain enforcement of civil liabilities against us
outside the United States.

     We are formed under the laws of the Province of Alberta, Canada, and our
operations are principally in Australia and New Zealand. Substantially all our
assets are located outside the United States. In addition, a majority of the
members of our board of directors and our officers are residents of countries
other than the United States. As a result, it may be impossible for you to
effect service of process within the United States upon us or these persons or
to enforce against us or these persons any judgments in civil and commercial
matters, including judgments under United States federal securities laws. In
addition, a Canadian court may not permit you to bring


                                       14
<PAGE>

an original action in Canada or to enforce in Canada a judgment of an U.S. court
based upon civil liability provisions of U.S. federal securities laws. No treaty
exists between the United States and Canada for the reciprocal enforcement of
foreign court judgments.




                                       15
<PAGE>

Item 2.  Description of Properties

     Set forth below is certain information concerning our principal properties.
We own one of these properties and lease the others.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                       Approximate
Property Location                                  Principal Use(s)    Square Feet     Lease Expiration
-----------------                                  ----------------    -----------     ----------------
<S>                                                <C>                          <C>             <C>
Canada:
----------------------------------------------------------------------------------------------------------------
2150 Scotia One, 10060 Jasper Avenue, Edmonton,    Office of Brocker             2,000          month-to-month
Alberta, Canada                                    Technology Group
                                                   Limited
----------------------------------------------------------------------------------------------------------------
New Zealand:
----------------------------------------------------------------------------------------------------------------
Brocker Technology Park                            Head office of
17 Kahika Road, Beachhaven,                        Brocker
Auckland, New Zealand                              Technology Group
                                                   (NZ) Limited, and
                                                   Brocker Online
                                                   Services Limited             45,000          Owned
----------------------------------------------------------------------------------------------------------------
                                                   Auckland Offices
                                                   of Certus Project
Level 8, Sun Alliance Building, 52 Swanson         Consulting
Street, Auckland, New Zealand                      Limited.                      4,450          Leased
----------------------------------------------------------------------------------------------------------------
                                                   This leased
4 Bond Street, Grey Lynn                           property is
Auckland, New Zealand                              sub-let in its
                                                   entirety to third
                                                   party tenants.                               Leased
----------------------------------------------------------------------------------------------------------------
Level 3, PSA House, 11 Aurora Terrace,             This 3,450 sq ft
Wellington, New Zealand                            leased property
                                                   houses the
                                                   Wellington
                                                   offices of Certus
                                                   project
                                                   consulting
                                                   Limited and ICS                              Leased
----------------------------------------------------------------------------------------------------------------
Unit 2, 343 Church Street                          This leased
Penrose, Auckland, New Zealand                     property houses
                                                   the office of ICS.                           Month to month
----------------------------------------------------------------------------------------------------------------
Level 2, 25 Dundonald Street, Newton,              This 3,000 sq ft
Auckland, New Zealand                              leased property
                                                   houses the call
                                                   center operations
                                                   of PowerCall.                                Month to month
----------------------------------------------------------------------------------------------------------------
Fiji:
----------------------------------------------------------------------------------------------------------------
15 Goodenough St, Suva                             Office of Datec
                                                   Fiji Limited                                 Owned
----------------------------------------------------------------------------------------------------------------
68 Gordon Street, Suva                             Vacant land
----------------------------------------------------------------------------------------------------------------
Queens Road, Nadi                                  Office of Datec
                                                   Fiji Limited
----------------------------------------------------------------------------------------------------------------
18 Ackland Street, Vatuwaqa                        Office Pacific
                                                   Software Limited
----------------------------------------------------------------------------------------------------------------
Papua New Guinea
----------------------------------------------------------------------------------------------------------------
Meridian Motors Building, Section 57, Lot 123,     Office of Datec
Waigani Road, Hohola                               PNG Limited
----------------------------------------------------------------------------------------------------------------
Stop and Shop Compound, Waigani Drive, Hohola
----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       16
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                       Approximate
Property Location                                  Principal Use(s)    Square Feet     Lease Expiration
-----------------                                  ----------------    -----------     ----------------
<S>                                                <C>                          <C>             <C>
Canada:
----------------------------------------------------------------------------------------------------------------
Kinhill Kramer Building, Waigani Drive, Hohola
----------------------------------------------------------------------------------------------------------------
Allotment 8, Waigani Drive, Hohola
----------------------------------------------------------------------------------------------------------------
Pelegens Building, Shed A, Milfordhaven Road, Lae
----------------------------------------------------------------------------------------------------------------
Australia
----------------------------------------------------------------------------------------------------------------
340 Coronation Drive, Milton, Queensland           Office of Kepra
                                                   Software Limited
----------------------------------------------------------------------------------------------------------------
65 Park Raod, Milton, Queensland                   Office of Datec
                                                   Queensland Limited
----------------------------------------------------------------------------------------------------------------
No.2 Sneyd Street, Bowen Hills, Brisbane,
Queensland
----------------------------------------------------------------------------------------------------------------
Vanuatu
----------------------------------------------------------------------------------------------------------------
La Rock Terrasse Building, Lini Highway, Port      Offices of Datec
Vila                                               Vanuatu Limited
----------------------------------------------------------------------------------------------------------------
Solomon  Islands
----------------------------------------------------------------------------------------------------------------
Level 1, HFC Vale Building, Ashley Street,         Offices of Datec
Honiara                                            Solomon Island
                                                   Limited
----------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  A portion of this property is subleased to others.

Item 3.  Legal Proceedings.

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

          One specific dispute is between Datec (Fiji) Limited, a subsidiary of
     Generic Technology Limited, and the Fiji based Colonial Bank. The dispute
     has arisen from Datec (Fiji) seeking costs from Colonial Bank in relation
     to a stalled contract. Colonial Bank has counter-claimed FJD$2.6 million,
     which the Directors consider, is without merit and will be vigorously
     defended. A provision for all anticipated costs in relation to this matter
     has been made.

Item 4.  Control of Registrant.

     The table below sets forth, as of September 15, 2001, certain information
concerning the record ownership of our common shares by (1) our officers and
directors as a group and (2) each person that we know to be the record owner of
more than 10% of our outstanding common shares.

--------------------------------------------------------------------------------
Name                               Number of Common       Percent of Outstanding
                                     Shares Owned         Common Shares Owned(1)
--------------------------------------------------------------------------------
Michael B. Ridgway                         739,712                       15.3%
--------------------------------------------------------------------------------
Officers and directors as a                117,487                        2.4%
group (4 persons)(2)
--------------------------------------------------------------------------------

                                       17
<PAGE>

----------
(1)   For the purpose of calculating this percentage, the outstanding shares do
      not include an aggregate of 1,015,420 shares issued in connection with
      acquisitions that are being held in escrow. See note 16 to our
      consolidated financial statements included under Item 17.

(2)  Includes the key managers identified under Item 10 who are not officers.

Item 5.  Nature of Trading Market

     Our common shares are (1) traded on the Toronto Stock Exchange under the
symbol "BKI" and (2) quoted on the NASDAQ National Market under the symbol
"BTGL." Our shares were listed on the Toronto Stock Exchange on March 1, 1998,
and on the NASDAQ National Market on August 21, 2000. From August 9, 1994, until
May 6, 1998, our common shares were traded on the Alberta Stock Exchange.

     The following table sets forth, for each of the fiscal quarterly periods
indicated, the high and low closing prices of our common shares as reported by
the Toronto Stock Exchange.

 -------------------------------------------------------------------------------
                                                     High                 Low
 -------------------------------------------------------------------------------
 Fiscal year ended March 31, 1999                            (Cdn. $)
 -------------------------------------------------------------------------------
         First quarter                             $1.76                 $1.25
 -------------------------------------------------------------------------------
         Second quarter                             1.48                  1.20
 -------------------------------------------------------------------------------
         Third quarter                              1.55                  1.15
 -------------------------------------------------------------------------------
         Fourth quarter                             1.45                  1.20
 -------------------------------------------------------------------------------
 Fiscal year ended March 31, 2000
 -------------------------------------------------------------------------------
         First quarter                              1.55                  1.00
 -------------------------------------------------------------------------------
         Second quarter                             3.85                  1.40
 -------------------------------------------------------------------------------
         Third quarter                             12.50                  4.00
 -------------------------------------------------------------------------------
         Fourth quarter                            17.20                  8.00
 -------------------------------------------------------------------------------
 Fiscal year ended March 31, 2001 *
 -------------------------------------------------------------------------------
         First quarter                             11.75                  6.75
 -------------------------------------------------------------------------------
         Second quarter                             8.75                  4.00
 -------------------------------------------------------------------------------
         Third quarter                              4.10                  0.65
 -------------------------------------------------------------------------------
         Fourth quarter                             0.99                  0.40
 -------------------------------------------------------------------------------

     * On April 30 the common shares of the company were consolidated on a one
for four basis

     As of August 23, 2000, there were approximately 133 record holders of our
common shares. Based on a review of the addresses of such holders, as of such
date, 16 recordholders, holding approximately 21% of the outstanding ordinary
shares, were residents of the United States.

Item 6.  Exchange Controls and Other Limitations Affecting Security Holders

     There is no law, governmental decree or regulation in Canada that restricts
the export or import of capital, or which would affect the remittance of
dividends or other payments by us to non-resident holders of our common shares,
other than withholding tax requirements. See Item 7--"Taxation."

     There are no limitations imposed by Canadian law or our memorandum and
articles on the right of non-residents of Canada to hold or vote our common
shares, other than those imposed


                                       18
<PAGE>

by the Investment Canada Act (Canada). Under this legislation, the acquisition
of control of our company by a non-Canadian would be subject to government
review, if the value of our assets at the time exceeds a threshold amount which
is adjusted annually to reflect inflation and the Canadian real growth rate.
Currently, the threshold amount is $192 million where the acquirer is a national
or permanent resident of the United States or another country, which is a member
of the World Trade Organization. The review threshold is currently $5 million
for acquisitions of control by other non-Canadians. A reviewable acquisition may
not proceed unless the government review concludes there is likely to be net
benefit to Canada from the transaction.

     The acquisition of a majority of our voting shares is deemed to be an
acquisition of control. The acquisition of less than a majority but one-third or
more of our voting shares is presumed to be an acquisition of control unless the
acquirer can establish that there is no control in fact by the acquirer through
the ownership of voting shares. The acquisition of less than one-third of our
voting shares is deemed not to be an acquisition of control. Share acquisitions
in the ordinary course of an acquirer's business as a trader or dealer in
securities are exempt from review under this legislation.

Item 7.  Taxation

Certain Canadian Federal Income Tax Considerations Applicable to U.S. Residents

     The following is a summary of the principal Canadian federal income tax
considerations generally applicable to a person who is a U.S. Holder. In this
summary, a "U.S. Holder" means a person who, for the purposes of the Canada -
United States Income Tax Convention (1980) (the "Convention"), is a resident of
the United States and who, for the purposes of the Income Tax Act (Canada) (the
"Canadian Tax Act"), deals at arm's length with our company, does not use or
hold and is not deemed to use or hold our common shares in carrying on business
in Canada and who holds his common shares as capital property. Generally, our
common shares will be considered to be capital property to a U.S. Holder,
provided the U.S. Holder does not hold the common shares in one or more
transactions considered to be an adventure or concern in the nature of trade.
This summary is not applicable to a U.S. Holder that is a "financial
institution" for purposes of the mark-to-market rules in the Canadian Tax Act
nor to Insurers who carry on an insurance business in Canada and elsewhere whose
common shares are "designated insurance property."

     The summary is based upon the Convention, the current provisions of the
Canadian Tax Act, the regulations thereunder, and proposed amendments to the
Canadian Tax Act and regulations publicly announced by or on behalf of the
Minister of Finance, Canada, prior to the date hereof. It does not otherwise
take into account or anticipate any changes in law, whether by legislative,
governmental or judicial decision or action. The discussion does not take into
account the tax laws of the various provinces or territories of Canada. It is
intended to be a general description of the Canadian federal income tax
considerations and does not take into account the individual circumstances of
any particular shareholder. This summary is of a general nature only and U.S.
Holders should consult their own tax advisors with respect to the income tax
consequences to their holding and disposing of our common shares having regard
to their particular circumstances.

Dividends

     US. Holders generally will be subject to a 15% withholding tax on the gross
amount of dividends paid or credited or deemed to be paid or credited to them by
our company. However, in the case of a U.S. holder that is a corporation, which
beneficially owns at least 10% of the voting stock of our company, the
applicable withholding tax rate on dividends is 5%.

     A purchase of our common shares by our company (other than a purchase in
the open market in the manner in which shares are normally purchased by a member
of the public) will


                                       19
<PAGE>

give rise to a deemed dividend equal to the amount paid by our company on the
purchase in excess of the paid-up capital of such shares, determined in
accordance with the Canadian Tax Act. Any such deemed dividend will be subject
to non-resident withholding tax, as described above, and will reduce the
proceeds of disposition to a holder of our common shares for the purposes of
computing the amount of his capital gain or loss arising on the disposition.

Gains on Disposition of Our Common Shares

     Under the provisions of the Convention, a U.S. Holder generally will not be
subject to Canadian federal income tax on any capital gain realized upon the
disposition of his common shares, provided that the value of the common shares
is not derived principally from real estate situated in Canada, as determined at
the time of the disposition. We believe that our common shares currently do not
derive their value principally from such real estate.

     However, under the Convention, even if our common shares do not derive
their value principally from Canadian real estate, Canada reserves the right to
tax a capital gain of a U.S. resident individual, if (1) the individual was a
resident of Canada for 120 months during any period of 20 consecutive years
preceding the disposition and was a resident of Canada at any time during the 10
years immediately preceding the disposition, (2) the common shares (or any
shares for which they were substituted in a non-recognition transaction) were
owned by the individual when he or she ceased to be a resident of Canada, and
(3) the common shares are "taxable Canadian property." Our common shares will be
taxable Canadian property of a person if, at any time in the 60 month period
immediately proceeding the disposition of our common shares by that person, that
person or persons with whom that person does not deal at arm's length, or that
person together with such other persons owned (or had an interest in, or an
option to, acquire) 25% or more of our common shares or shares of any other
class or series of stock of our company.

Item 8.  Selected Financial  Data

Selected Financial Information

     We prepare our financial statements in accordance with Canadian generally
accepted accounting principles, known as Canadian GAAP, and report in Canadian
dollars. These principles conform in all material respects with U.S. generally
accepted accounting principles, known as U.S. GAAP, except as described below.
The financial information set out below is presented in Canadian dollars. You
should read the information presented below in conjunction with our consolidated
financial statements included elsewhere in this Report and Item 9--
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

     During the periods presented below, we completed certain acquisitions. The
accounts of the acquired businesses are included in our financial statements
from their respective acquisition dates. In view of the fact that our operating
results for the periods presented below were impacted by acquisitions, we
believe that the results of operations for the years presented are not directly
comparable. See note 3 of the notes to our consolidated financial statements
included elsewhere in this Report.

>>>>>>>



                                       20
<PAGE>

                  (dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                              (Cdn $)
                                                         Year Ended March 31,
                                         2001       2000         1999        1998       1997
                                         ----       ----         ----        ----       ----
<S>                                     <C>      <C>          <C>          <C>         <C>
Statement of Operations Data:
Canadian GAAP
Sales                                            $ 136,323    $ 133,303    $ 70,811    $50,110
Gross margin                                        17,388       17,691      14,401      9,099
Net (loss) earnings for the period                    (429)         515         797        838
Earnings (loss) per common share                     (0.04)        0.03        0.06       0.06

U.S. GAAP
Net earnings (loss)                                   (658)         (63)       (479)
Net earnings (loss) attributable to                   (811)        (226)       (284)
   shareholders after deduction of
   preferred dividends
Basic and fully diluted earnings                     (0.06)       (0.02)      (0.03)
   (loss) per common share

<CAPTION>
                                                                   (Cdn $)
Balance Sheet Data:                                            As of March 31,
                                                    2000          1999       1998       1997
                                                    ----          ----       ----       ----
<S>                                              <C>          <C>          <C>         <C>
Canadian GAAP
Total assets                                     $  61,529    $  50,743    $ 32,500    $19,926
Long-term debt                                       1,872        2,285         881        115
Total liabilities                                   40,387       44,074      26,657     14,042
Shareholders' equity                                21,142        6,669       5,842      5,884
U.S. GAAP
Total assets                                        59,777       48,733      31,128
Long-term debt                                       1,872        2,285         881
Total liabilities
Shareholders' equity                                19,390        4,715       4,471
</TABLE>


Exchange Rates

     The table below sets forth, for each of the periods indicated, the
following information: concerning the exchange rate between the Canadian dollar
and the US dollar:

     o    the high and low exchange rate during the period;

     o    the exchange rate at the end of the period; and



                                       21
<PAGE>

     o    the average of the exchange rates in effect on the last day of each
          month during the period.

     The exchange rate represents one Canadian dollar expressed in United States
dollars. The exchange rate as of any date is based on the noon buying rate in
New York City for cable transfers as certified for customs purposes by the
Federal Reserve Bank of New York.


                           (US dollars per Cdn. $1.00)
 Period                                  High        Low        End     Average
 ------                                  ----        ---        ---     -------
 Fiscal year ended March 31, 1997        0.7513     0.7228     0.7228     0.7345
 Fiscal year ended March 31, 1998        0.7317     0.6832     0.7052     0.7132
 Fiscal year ended March 31, 1999        0.6860     0.6423     0.6626     0.6651
 Fiscal year ended March 31, 2000        0.6969     0.6632     0.6879     0.6795
 Fiscal year ended March 31, 2000

     As of September 15, 2000, the noon buying rate in New York City for cable
transfers in Canadian dollars was Cdn.$1.00 equals US$0.6737.

Dividends

     We have never paid any dividends on our common shares and have no plans to
do so in the foreseeable future.


                                       22
<PAGE>

Item 9. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

     You should read the discussion below together with our consolidated
financial statements and the related notes, which are included elsewhere in this
Report.

General Information Concerning Our Financial Statements and Reporting Currency

     We are incorporated under the laws of the Province of Alberta, Canada, and
our financial statements are presented in Canadian dollars and in accordance
with the generally accepted accounting principles of Canada. Although our
financial statements are in Canadian dollars, our operations are principally in
New Zealand, Australia and the Pacific Islands and, accordingly, our operating
subsidiaries maintain their books and records in Australian or New Zealand
dollars, as appropriate. When we prepare our financial statements, the accounts
of our foreign subsidiaries are translated into Canadian dollars. These
translations may result in gains or losses, which are recorded as a separate
component of shareholders' equity captioned "Foreign Currency Translation
Reserve."

     Unless otherwise indicated, all dollar amounts appearing in this Report
represent Canadian dollars.

     Our fiscal year begins on April 1 of each calendar year and ends on March
31.

Certain Information Concerning Our Business Lines

     General

     We are engaged in several business lines. In Note 13 of our consolidated
financial statements, we provide certain segment information. Our principal
segments, as reported in such note, are identified below:

          1. Vendor Services (formerly called Sales and Distribution). This
     segment includes our business of distributing telecommunication and
     computer-based technology products.

          2. Professional Services. This segment includes our business of
     providing computer-consulting services.

          3. Application Development. This segment includes our business of
     developing and marketing proprietary software applications or services
     based on these applications

          4. Application Hosting (formerly Technical Services and expected to be
     renamed Online Services). The historical revenues of this segment relate to
     our business of furnishing of certain technical services such as repair of
     cellular telephones and custom design of wireless telecommunication
     products. As described in Item 1--"Description of Business," this segment
     now involves furnishing customers a complete range of telecommunication
     services, for the business or personal user.

     For additional information concerning our business lines, see Item
1--"Business--Additional Information Concerning Our Principal Business Lines"
and note 13 to our consolidated financial statements included elsewhere in this
report.

     Additional Information Concerning Our Vendor Services Segment

     The Corporation's Vendor Services business division accounted for
approximately 76% of the total revenues during Fiscal 2001 and 93% during the
fiscal year ended March 31, 2000, ("Fiscal 2000").




                                       23
<PAGE>

     Our entire business relating to the distribution of wireless
telecommunication products is governed by an agreement that we have with Telecom
New Zealand ("Telecom"), which is New Zealand's largest telecommunications
carrier.

     On June 7, 2001m, due to falling profitability of this business this
agreement was terminated by the Corporation.

     Additional Information Concerning Our Application Development Segment

     Since fiscal 1998, we have been devoting substantial resources to
developing our own proprietary software applications. The table below shows for
the periods indicated (1) the amount of research and development costs that we
recorded as an expense during the period and (2) the amount of development costs
that we deferred in accordance with generally accepted accounting principles of
Canada. Deferred development costs are reflected as an asset on our balance
sheet. These deferred costs are amortized over the expected life of the related
product, commencing with commercial production or use of the product. For
additional information concerning the accounting treatment of our research and
development costs, see notes 2 and 5 of the notes to our consolidated financial
statements included elsewhere herein.

                                                     (Cdn $)
                                              Year Ended March 31,
                                      2000          1999             1998
                                   ----------    ----------       ----------
Research and development costs     $2,344,229    $1,904,705       $1,556,572
recorded as expense

Development costs deferred          841,771        883,295         521,428


     Our research and development expenditures have generally been intended to
provide benefits in future periods, as we commercialize our products, rather
than to provide benefits in the period in which incurred. As a result, these
expenditures have negatively impacted our results of operations.

Information Concerning Acquisitions

     We have completed 11 acquisitions since our formation in 1993, including
five that were completed during our last three fiscal years. For additional
information concerning our acquisitions, see Item 1--"Description of
Business--Acquisitions." Because our results for these periods have been
impacted by acquisitions, we believe that these results are not directly
comparable.

Information Concerning Equity Investment in Associated Company

     In 1998, we acquired a 20% equity interest in a start-up company called
Highway Technology Limited. Highway Technology has developed, and is seeking to
commercialize, a product for remotely tracking the changing location of a moving
motor vehicle. Highway Technology also provides certain financial and technical
consulting services. In connection with acquiring our interest in Highway
Technology, we agreed to lend to Highway Technology up to a maximum of $1.1
million. As of March 31, 2000, our loans to Highway Technology amounted to $1.0
million. Our investment in Highway Technology (net of our proportionate share of
losses), including these loans, are reflected on our balance sheet as
"Investment in Associated Company."

     Highway Technology has incurred losses to date. Our proportionate share of
these losses is reflected on our statement of earnings as "Equity accounted
losses of associated company."



                                       24
<PAGE>

     We provide certain consulting services to Highway Technology in exchange
for a fee. The aggregate fees charged by us to Highway Technology amounted to
$226,466 and $40,669 in the years ended March 31, 1999 and March 31, 2000,
respectively. These fees are included in our revenues for the appropriate
period.

As at March 31, 2001 the Corporations investment in High Technologies Limited
has been written-off.

Reconciliation with US GAAP

     We prepare our financial statements in accordance with Canadian generally
accepted accounting principles, known as Canadian GAAP. These principles differ
in certain respects from United States generally accepted accounting principles,
known as US GAAP. Note 22 of our consolidated financial statements describes
certain of these differences and shows how the application of US GAAP would have
affected our net income and certain other items on our earnings statement and
balance sheet.

     As set forth in such note, under US GAAP, we would have had (i) a net loss
of $ for the year ended March 31, 2001 (compared with a net loss of $19.3
million shown on our earnings statement) and (ii) a net loss of $658,000 for the
year ended March 31, 2000 (compared with net income of $429,000shown on our
earnings statement). The principal reason for this difference is that under US
GAAP the research and development costs that we deferred are required to be
recorded as an expense. For additional information, see note 19 of our
consolidated financial statements included elsewhere herein.

Results of Operations

     Fiscal Years Ended March 31, 2001 and 2000

     Revenues. Brocker's revenues were approximately $99.4 million for the
fiscal year ended March 31, 2001, ("Fiscal 2001"), representing a decrease of
26.7% over the revenues of approximately $135.7 million for the comparable
period in 2000. The Corporation's Vendor Services business division accounted
for approximately 76% of the total revenues during Fiscal 2001 and 93% during
the fiscal year ended March 31, 2000, ("Fiscal 2000").

     During Fiscal 2001 Professional Services accounted for approximately $19.5
million or 19.6% of revenue, an increase from $5.5 million or 4.1% of revenue in
Fiscal 2000.

     The decrease in revenues for Fiscal 2001 primarily reflected the net effect
of the following:

     1.   In February 2001 the discovery of accounting irregularities in
          Sealcorp Australia Pty Limited ("Sealcorp") resulted in management
          requesting the appointment of receivers to this entity. As a
          consequence revenues (and gross margin) from this operation have been
          excluded. This has resulted in a reduction of revenue, of $49.5
          million compared with Fiscal 2000.

     2.   Revenues of $17.9 million have been generated by Generic Technology
          Limited ("Generic") acquired in October 2000.

     During the periods under discussion, the revenues from the Corporation's
other business divisions were approximately as follows:

     o    Application Development ($3.4 million for Fiscal 2001 and $1.4 million
          for Fiscal 2000); and


                                       25
<PAGE>

     o    Application Hosting ($1.0 million for Fiscal 2001 and $2.7 million for
          Fiscal 2000).

     Gross Margin. On an overall basis, in Fiscal 2001 the Corporation's gross
margin as a percentage of revenues was at 16.0% and compared to 12.3% for Fiscal
2000.

     The gross margin as a percentage of revenues of each business division
changed as discussed below:

     1.   The gross margin of the Vendor Services business division decreased to
          7.9% of revenues for Fiscal 2001 from 9.2% for Fiscal 2000. This
          decrease primarily reflected the continued increase in competition and
          the resultant decline in margin associated with the sale of
          computer-based products.

     2.   There was a significant increase in the gross margin generated by
          Professional Services. The gross margin of the Professional Services
          business division increased to 47.2% for Fiscal 2001 from 41.5% for
          Fiscal 2000.

          This improvement contributed to the overall improvement the Group's
          gross margin reflecting the growth in Professional Services revenues
          (an increase of $14.0 million) as a percentage of total revenues. This
          revenue growth is directly attributed to the acquisitions of Generic
          and Certus Project Consulting Limited ("Certus") during Fiscal 2001.

     3.   The gross margin of the Application Development business division
          decreased to 36.2% for Fiscal 2001 from 51.1% for Fiscal 2000. The
          majority of margin generated in Fiscal 2001 has resulted from the
          Application Development business of Generic, acquired in September
          2000. This margin is less than that previously generated by the
          division, but from a lower revenue base.

     4.   The gross margin of the Application Hosting business division
          decreased to 31.5% for Fiscal 2001 from 62.8% for Fiscal 2000,
          reflecting higher costs of sales of Brocker Online, established during
          Fiscal 2001. Brocker Online accounted for 30% of total Application
          Hosting revenues.

     Operating Expenses. The operating expenses increased to $35.3 million, or
35.5% of revenues, in Fiscal 2001, from $17.7 million, or 13.1% of revenues, in
Fiscal 2000.

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

     1.   Depreciation and Amortization. These expenses increased to $5.4
          million, or 5.4 % of revenues, in Fiscal 2001 from $1.8 million, or
          1.3% of revenues, in Fiscal 2000. This increase is primarily
          attributable to certain one off adjustments made in the current year
          including the amortization of $1.8m of development costs previously
          deferred and $1.8m of goodwill relating to entities acquired in prior
          years that management no longer assess as justifying the carrying of
          goodwill. An additional $1.3 million of goodwill arising on the
          acquisition of Certus Project Consulting Limited during Fiscal 2001
          was written off. Depreciation also increased due to the addition of
          $0.7 million of depreciation expense from the consolidation of
          Generic,


                                       26
<PAGE>

          acquired in October 2000, and the write down of Capital Assets for
          fair value and redundancy reasons of $0.6 million.

     2.   Net interest expense. The Corporation's net interest expense increased
          to $1.7 million in Fiscal 2001 from $1.1 million in Fiscal 2000. This
          increase was primarily attributable to:

          (i)  the consolidation of interest charges relating to Generic,
               acquired in October 2000

          (ii) the overall increase in borrowings employed by the Vendor
               Services business division to support higher inventory levels
               during Fiscal 2001.

     3.   Salaries and Commissions. These expenses increased to $11.6 million,
          or 11.7% of revenues, in Fiscal 2000, from $8.9 million, or 6.5% of
          revenues, in the 1999 period. This increase was principally
          attributable to growth in headcount throughout the organization due to
          acquisition of Generic and Certus and additional hiring to support
          organic growth, product development and associated administration.
          Hiring and retaining skilled staff for professional services required
          paying premium salaries above what the corporation normally paid to
          match market rates.

     4.   Other Operating Expenses. These expenses were $15.2 million, or 15.3%
          of revenues, in Fiscal 2000 and $5.9 million, or 4.3% of revenues, in
          Fiscal 2000. Other operating expenses include significant one off
          expenditures, impacting Fiscal 2001 including

          (i)  the inclusion of $2.7 million of expenses of Generic subsequent
               to its acquisition in October 2000,

          (ii) the $4.2 million write-off of the investment in Sealcorp
               following the appointment of receivers,

          (iii) a $0.8 impairment provision in relation to the Company's
               investment in Highway Technologies Limited.

     Operating (Loss)/Income. The operating loss of $19.4 million in Fiscal 2001
compared with a loss of $1.0 million in Fiscal 2000, primarily reflecting the
significant increase in operating expenses as a percentage of revenues detailed
above.

     Equity accounted losses of associated company. These losses amounted to
$27,290 in Fiscal 2001 and $83,180 in Fiscal 2000. These losses represent the
Corporation's share of the losses of Highway Technology, a company in which
Brocker has a 20% equity interest.

     As at March 31, 2001, management has assessed the recoverability of the
funding loan to Highway Technologies Limited, which is ultimately dependent on
the future revenue stream of the software technology under development and the
revenue stream from consultancy services, and have concluded a full impairment
provision is required as at March 31, 2001.

     Other income. Other income is principally represented by interest income
earned by Sealcorp Telecommunications Group Limited. An agreement with this
company's major customer allows for interest to be charged on inventories held
in excess of defined time periods.


                                       27
<PAGE>

     Minority interest. Generic Technology Limited, acquired in October 2000,
has interest in a number of operating subsidiaries. The majority of these
subsidiaries are wholly owned. In addition Generic holds a 50% interest in Datec
(PNG) Limited, Datec (QLD) Pty Limited, Enertec Australia Limited and a 67%
interest in Datec (Vanuatu) Limited. In accordance with generally accepted
accounting principles these investments are consolidated and are adjusted for
minority interests.

     Taxation expense. The tax expenses reflect taxation payable on profits
generated from Generic and the tax effect of reversing tax assets created in
prior years relating to the existing business. Due to generally accepted
taxation certainty rules these assets have been written off in Fiscal 2001.

     Fiscal Years Ended March 31, 2000 and 1999

     Revenues. Our revenues were approximately $136.3 million during our fiscal
year ended March 31, 2000 ("Fiscal 2000"), representing an increase of
approximately 2.3% over our revenues of approximately $133.3 million during our
fiscal year ended March 31, 1999 ("Fiscal 1999"). Our Vendor Services segment
(i.e., our distribution business) accounted for approximately 93% of our total
revenues during Fiscal 2000 and 94% during Fiscal 1999.

     The small increase in revenues for Fiscal 2000 principally reflected the
net effect of the following:

     3.   Revenues in Australia from the distribution of computer-based
          technology products increased by approximately $26 million. This
          increase reflected a combination of internal growth and growth from
          acquisitions of approximately $9 million

     4.   Revenues in New Zealand from the distribution of computer-based
          technology products decreased by approximately $4.6 million. This
          decrease principally reflected the fact that, when the Digital
          Equipment Corporation was acquired by Compaq in June 1998, we lost the
          exclusive right to distribute Digital personal computers in New
          Zealand. In addition, revenues were negatively impacted towards the
          end of calendar year 1999 and early calendar year 2000, as some
          customers reduced their purchase levels due to concern over Year 2000
          issues.

     5.   Revenues in New Zealand from the distribution of wireless
          telecommunication products decreased by approximately $14 million.
          This decrease primarily reflected the fact that a new competitor,
          Cellect Distribution Warehouse, entered the market in February 1999.

     During the periods under discussion, the revenues from our other business
segments were approximately as follows: (i) Professional Services ($5.5 million
in Fiscal 2000 and $3.5 million in Fiscal 1999); (ii) Application Development
($1.4 million for Fiscal 2000 and $2.1 million for Fiscal 1999); and (iii)
Application Hosting ($2.7 million for Fiscal 2000 and $2.7 million for Fiscal
1999).

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



                                       28
<PAGE>

     Gross Margin. Our gross margin as a percentage of revenues was 12.8% in
Fiscal 2000 and 13.3% for Fiscal 1999. The decrease in our gross margin as a
percentage of revenues in Fiscal 2000 were attributable to the changes described
below relating to our equipment leasing activity and the associated change in
the required accounting treatment of these activities.

     We sometimes arrange financing for customers that wish to finance their
equipment purchases by means of a financing lease. In these instances, we act as
an intermediary by arranging for an independent finance company to provide the
financing. Until March 1999, we assumed certain personal liability to the
finance company with respect to these lease obligations. As a result, the
accounting treatment for these finance leases was to include the revenues from
these leases in our reported revenues and to include the depreciation and
interest expenses related to these leases in our reported expenses. In March
1999, the agreements governing our equipment leasing activities were changed to
eliminate the personal liability that we theretofore had to the finance company
with respect to these lease obligations. As a result of this change, we now
essentially serve as a conduit for third party finance companies and the
accounting treatment for these leases has been changed to reflect this
arrangement. More specifically, since the date of this change, neither the
revenues nor expenses related to these leases are included in our financial
statements. (For additional information, see note 7 to our consolidated
financial statements included elsewhere herein.) The fact that the revenues
attributable to our equipment leasing activity was included in our Fiscal 1999
revenues and not in our Fiscal 2000 revenues is the reason for the decrease in
our gross margin as a percentage of revenues in Fiscal 2000 compared with Fiscal
1999. Had these revenues not been included in both periods our gross margin as a
percentage of revenues would have been 12.8% in Fiscal 2000 and 12.6% in Fiscal
1999.

     Set forth below is certain information concerning the gross margin of our
business segments:

     5.   The gross margin of our Vendor Services segment increased to 9.2% of
          revenues in Fiscal 2000 from 9.1% in Fiscal 1999. This increase was
          attributable to the changes described above relating to our equipment
          leasing activity and the associated change in the required accounting
          treatment of these activities.

     6.   The gross margin of our Professional Services segment increased to
          41.5% of revenues in Fiscal 2000 from 36.1% in Fiscal 1999. This
          increase primarily reflected the fact that we expanded into the
          Australian market in calendar 1999 and were able to achieve higher
          margins in this market.

     7.   The gross margin of our Application Development segment decreased to
          51.1% of revenues in Fiscal 2000 from 59.8% for Fiscal 1999,
          principally reflecting higher costs in connection with our call center
          operation.

     8.   The gross margin of our Application Hosting segment decreased to 62.8%
          of revenues in Fiscal 2000 from 73% in Fiscal 1999, reflecting higher
          costs.

     Operating Expenses. Our operating expenses increased to $17.7 million, or
13.0% of revenues, in Fiscal 2000, from $16.8 million, or 12.6% of revenues, in
Fiscal 1999. Our operating expenses in Fiscal 2000 included approximately $2.3
million of expenses related to the development of proprietary software
applications (not including capitalised expenditures) up from $1.9 million in
Fiscal 1999.

     As described above, in March 1999, the agreements governing our equipment
leasing activities were changed and, as a result, the accounting treatment for
these activities was changed. More specifically, since the date of this change,
neither the revenues nor expenses related to our


                                       29
<PAGE>

equipment leasing activities are included in our financial statements. (For
additional information, see note 7 to our consolidated financial statements
included elsewhere herein.) Consequently, the revenues and expenses from these
activities are included in our revenues and expenses for Fiscal 1999 but not for
Fiscal 2000. Had these revenues and expenses been excluded in both periods, our
operating expenses as a percentage of revenues would have been 13.0% in Fiscal
2000 and 12.0% in Fiscal 1999.

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

     5.   Depreciation and Amortization. These expenses decreased to $1.8
          million, or 1.3 % of revenues, in Fiscal 2000 from $2.0 million, or
          1.5% of revenues, in Fiscal 1999. For the reasons described above, the
          depreciation expenses associated with our equipment leasing activities
          were included in our expenses for Fiscal 1999 but not for Fiscal 2000.
          This change was the reason that our depreciation and amortization
          expenses decreased in Fiscal 2000 compared with Fiscal 1999. (For
          additional information, see note 7 to our consolidated financial
          statements included elsewhere herein.) The decrease attributable to
          the foregoing factor was largely offset by an increase in the
          amortization of deferred development costs (which increased to
          $500,518 in Fiscal 2000 from $152,355 in Fiscal 1999).

     6.   Net interest expense. Our net interest expense decreased to $1.1
          million in Fiscal 2000 from $1.4 million in Fiscal 1999. This decrease
          was primarily attributable to the following factors: (1) for the
          reasons discussed above, the interest expenses associated with our
          equipment leasing activities were included in our expenses for Fiscal
          1999 but not for Fiscal 2000 and (2) the funding facility for our
          Vendor Services segment was renegotiated in Fiscal 2000, resulting in
          a reduction in the interest rate payable. The foregoing factors more
          than offset the additional interest expense that we began incurring in
          October 1998, when we obtained long-term mortgage financing in
          connection with the purchase of our new headquarters facility.

     7.   Salaries and Commissions. These expenses increased to $8.9 million, or
          6.5% of revenues, in Fiscal 2000, from $6.3 million, or 4.7% of
          revenues, in Fiscal 1999. This increase was principally attributable
          to growth in headcount throughout the organization due to acquisitions
          and additional hiring to support internal growth, product development
          and associated administration. In addition, a number of the personnel
          that we recruited for our Professional Services and Application
          Development segments, being highly skilled and in great demand
          required remuneration above the levels that we have generally paid.

     8.   Other Operating Expenses. These expenses were $5.9 million, or 4.3% of
          revenues, in Fiscal 2000 and $7.0 million, or 5.3% of revenues, in
          Fiscal 1999. This decrease was primarily due to economies of scale
          achieved as our business grew and the elimination of duplicative costs
          at acquired companies.

     Operating (Loss) Income. We had an operating loss of $348,672 in Fiscal
2000 compared with a profit of $879,135 in Fiscal 1999, primarily reflecting the
increase in operating expenses as a percentage of revenues discussed above.

     Equity accounted losses of associated company. These losses amounted to
$83,180 in Fiscal 2000 and $91,330 in Fiscal 1999. These losses represent our
share of the losses of Highway Technology, a company in which we have a 20%
equity interest.



                                       30
<PAGE>

     Fiscal Years Ended March 31, 1999 and 1998

     Revenues. Our revenues were approximately $133.3 million during Fiscal
1999, representing an increase of 88.3% over our revenues of approximately $70.8
million during our fiscal year ending March 31, 1998 ("Fiscal 1998"). Our Vendor
Services segment accounted for approximately 94% of our total revenues during
Fiscal 1999 and 96% during Fiscal 1998.

     The increase in our revenues in Fiscal 1999 principally reflected the net
effect of the following:

     1.   Revenues in Australia from the distribution of computer-based
          technology products increased by approximately $9.8 million. This
          increase was principally due to internal growth. In addition, an
          acquisition that we completed in February 1999 contributed
          approximately $0.8 million to Fiscal 1999 revenues.

     2.   Revenues in New Zealand from the distribution of computer-based
          technology products decreased by approximately $8.0 million. This
          decrease principally reflected the fact that, when Compaq acquired the
          Digital Equipment Corporation in June 1998, we lost the exclusive
          right to distribute Digital personal computers in New Zealand.

     3.   Revenues in New Zealand from the distribution of wireless
          telecommunication products increased by approximately $61.4 million.
          This increase principally reflected growth in the market for these
          products. In addition, this increase reflected the fact that we first
          entered this business in the middle of Fiscal 1998 (i.e. in October
          1997), when we were awarded the contract to exclusively distribute
          cellular products on behalf of Telecom New Zealand. Thus, we were in
          this business for only half of Fiscal 1998 and all of Fiscal 1999.

     During the periods under discussion, our revenues from our other business
segments were approximately as follows; (i) Professional Services ($3.5 million
for Fiscal 1999 and zero for Fiscal 1998); (ii) Application Development ($2.1
million for Fiscal 1999 and $0.6 million for Fiscal 1998); and (iii) Application
Hosting ($2.6 million for Fiscal 1999 and $2.3 million for Fiscal 1998).

     Gross Margin. Our gross margin as a percentage of revenues was 13.3% in
Fiscal 1999 and 20.3% in Fiscal 1998. As described above, due to certain changes
in March 1999 relating to our equipment leasing activities, the revenues and
expenses associated with these activities are no longer reported in our revenues
and expenses. Consequently, the revenues and expenses associated with these
activities are included in our revenues and expenses for Fiscal 1999 and Fiscal
1998, but not for Fiscal 2000. Had these revenues and expenses been excluded in
Fiscal 1999 and 1998, our gross margin as a percentage of revenues would have
been 12.6% in Fiscal 1999 and 19.1% in Fiscal 1998.

     Set forth below is certain information concerning the gross margin of our
business segments:

     1.   The gross margin of our Vendor Services segment decreased to 9.1% of
          revenues in Fiscal 1999 from 15.5% in Fiscal 1998. This decrease
          primarily reflected the following: (i) wireless telecommunication
          products, which have a lower margin than computer-based products,
          accounted for a greater percentage of the sales mix in Fiscal 1999
          than in Fiscal 1998, (ii) the trend of decreasing margins in the
          computer products industry continued in Fiscal 1999 and (iii) after
          Digital Equipment Corporation was acquired by Compaq in June 1998, we
          lost the exclusive right to distribute Digital personal computers,
          which led to reduced margins for this product line.



                                       31
<PAGE>

     2.   The gross margin of our Professional Services segment was 36.1% of
          revenues in Fiscal 1999. We did not have this business in Fiscal 1998.

     3.   The gross margin of our Application Development segment increased to
          59.8% in Fiscal 1999 from 55.6% for Fiscal 1998.

     4.   The gross margin of our Application Hosting segment was 73.0% in
          Fiscal 1999 and 72% in Fiscal 1998. .

     Operating Expenses. Our operating expenses were $16.8 million, or 12.6% of
revenues, in Fiscal 1999 and $13.0 million, or 18.4% of revenues, in Fiscal
1998. Our operating expenses in Fiscal 1999 included approximately $1.9 million
of expenses related to the development of proprietary software applications (not
including capitalized expenditures) up from $1.6 million in Fiscal 1998.

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

     1.   Depreciation and Amortization. These expenses increased to $2.0
          million, or 1.5% of revenues, in Fiscal 1999 from $1.7 million, or
          2.4% of revenues, in Fiscal 1998. The increase in the dollar amount of
          these expenses primarily reflected (i) the growth of our capital asset
          base in connection with the growth of our business, including the
          purchase of a new headquarters facility in Fiscal 1999 and the
          implementation of a new computer system during this period, and (ii)
          an increase in the amortization of deferred development costs (which
          increased to $152,355 in Fiscal 1999 from $30,915 in Fiscal 1998).

     2.   Net interest expense. Our net interest expense increased to $1.4
          million in Fiscal 1999 from $0.7 million in Fiscal 1998. This increase
          primarily reflected increased borrowing required to support the growth
          of our Vendor Services segment.

     3.   Salaries and Commissions. These expenses decreased to $6.3 million, or
          4.7% of revenues, in Fiscal 1999, from $6.4 million, or 9.1% of
          revenues, in Fiscal 1998. This decrease in percentage terms reflects
          the fact that we achieved significant revenue growth in Fiscal 1999
          without a commensurate increase in the number of our employees.

     4.   Other Operating Expenses. These expenses were $7.0 million, or 5.3% of
          revenues, in Fiscal 1999 and $4.2 million, or 5.9% of revenues, in
          Fiscal 1998. The increase, in dollar terms, reflects the significant
          growth in our operations.

     Operating Income. Our operating income decreased to $91,000 in Fiscal 1999
from $80,000 in Fiscal 1998, primarily reflecting the decrease in our gross
margin as a percentage of revenues discussed above.

     Equity accounted losses of associated company. These losses amounted to
$0.09 million in Fiscal 1999 and $0.08 million Fiscal 1998. These losses
represent our share of the losses of Highway Technology, a company in which we
have a 20% equity interest.

Liquidity and Capital Resources

     Shareholders Equity / Recent Financing Transactions. Shareholders equity
has been adversely impacted by the significant operating loss. However, this
reduction has been partially offset by the increase in the number and value of
shares ($7.0 million) that are to be issued in relation to the Generic and
Certus acquisitions.



                                       32
<PAGE>

     The only major financial transaction that took place during Fiscal 2001 was
the conversion of $16.0 million of warrants, issued in the prior year, into
common shares. This transaction had no financial impact on shareholders equity
other than the reclassification of warrants to common shares. All funds related
to this transaction were accounted for in Fiscal 2000.

     Set forth below is information concerning certain financing transactions
that the Corporation completed in Fiscal 2000:

     1.   In July 1999, Brocker sold, in a private placement, 1,000,000 units at
          a price per unit of either $1.25 (280,000 Units) or $1.00 (720,000
          Units). Each unit was comprised of

          (i)  a common share; and

          (ii) a warrant to purchase an additional common share at a price of
               $1.25 per share. Brocker received gross proceeds of approximately
               $1.1 million from this transaction.

     2.   In December 1999, Brocker sold the First Special Warrants at a price
          per special warrant of $2.70. Each of these First Special Warrants may
          be exchanged, without additional consideration, for one common share
          plus a Half Warrant; two Half Warrants will entitle the holder to
          purchase one additional Common Shares at a price of $3.15 per Common
          Share. The Corporation received gross proceeds of approximately $4.9
          million from this transaction. In connection with this transaction,
          Brocker issued agents' options to purchase 486,000 Common Shares at an
          exercise price of $3.15 per share.

     3.   In January 2000, Brocker sold Second Special Warrants at a price of
          $6.25 per special warrant. Each of these warrants may be exchanged,
          without additional consideration, for 1.1 common share. The
          Corporation received gross proceeds of approximately $11.3 million
          from this transaction. In connection with this transaction, Brocker
          issued the Agent's Special Option and Undertakings exercisable into
          options to purchase an aggregate of 228,400 Common Shares at an
          exercise price of $6.25 per Common Share.

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


                                       33
<PAGE>

Funding of Operations

     Cash flows In Fiscal 2001, as with Fiscal 1999, the revenue generated from
operations was not sufficient to completely fund the cash outlays associated
with the business. More specifically, cash from operating activities in Fiscal
2001 was approximately negative $3.1 million, compared with approximately
negative $5.5 million in Fiscal 2000. Cash from investing activities was
approximately negative $5.9 million (including the negative cash flow impact of
acquiring the cash overdraft of Generic) compared to approximately negative $1.4
million in Fiscal 2000. The Corporation principally funded its Fiscal 2000 cash
shortfall from the cash reserves existing at March 2000 arising from significant
financing transactions, described above, completed during Fiscal 2000.

     Brocker has a net cash overdraft position of $0.9 million at the end of
Fiscal 2001. The Corporation plans to seek additional financing in order to grow
the business specifically in order to expand the telecommunication services
provided by Brocker Online Services Limited. There is, however, no assurance
that any additional financing will be forthcoming or, if available, will be on
terms that are satisfactory to the Corporation.

Accounts Receivable Financing Facility.

     In July 1999, Brocker obtained a financing facility from The National Bank
of New Zealand ("NBNZ") allowing Brocker to borrow, on a revolving basis, up to
80% of the value of the Corporation's eligible accounts receivable. The maximum
amount of principal and unpaid interest that could be outstanding under this
facility at any time was NZ$20 million (equivalent to approximately CDN$13.0
million based on the exchange rate as at March 31, 2001). Outstanding loans
under this facility bear interest at a floating rate of interest equal to 0.5%
above the 90 day bank rate. As at 16 August 2001 the 90 day bank rate was 5.9%.

     Subsequent to March 31, 2000 with the Corporation's decision to withdraw
from its distribution business the facility with the NBNZ was no longer
required. All funds due on the facility have since been repaid.

Certain balance sheet changes.

     Set forth below is information concerning certain changes in the Fiscal
2001 balance sheet relative to the Fiscal 2000 balance sheet.

     Working capital. The significant reduction in working capital of $16.9
million during Fiscal 2001 is primarily attributable to

     (i)  negative cash flow from operations $3.1 million; and

     (ii) an increase in accrued liabilities of $6.3 million comprising of

          (a)  Generic acquisition commitments $1.5 million,

          (b)  the costs in relation to the receivership of Sealcorp of $2.6
               million, and

          (c)  the acquisition of Generic which introduced negative working
               capital of $2.0 million due to the funding of this business by
               way of short term bank overdrafts.

     Deferred development costs. Brocker Management has reviewed the status of
the projects to which deferred development costs related and as a result,
decided to fully amortize all previously deferred development costs into the
current period.



                                       34
<PAGE>

     Goodwill. Management has reviewed the carrying value of goodwill in
relation to the decision to withdraw from its distribution business. As a result
goodwill relating to non-continuing businesses has been amortized in the current
financial year. The remaining goodwill value relates principally to the
acquisition of Generic and Certus

     Investment in associate companies. Regarding the recoverability of the
funding loan to Highway Technologies Limited, Management has assessed that this
is ultimately dependent on the future revenue stream from the software
technology under development and from consultancy services. Accordingly,
Management considers a full impairment provision is required as at March 31,
2001

     Capital assets. The increase in the carrying value of capital assets is
principally related to the acquisition of Generic in October 2000. Buildings and
computer equipment with a book value of $6.9 million were acquired. Management
have also completed a review of the carrying value of assets, subsequent to the
decision withdraw from the distribution business, which depreciated assets by a
further $0.6 million.

     Long - term debt. Long-term debt has increased as a result of the
acquisition of Generic and subsequent debt financing undertaken by its
subsidiaries primarily to fund the construction of commercial premises. The
long-term debt on acquisition amounted to $0.9 million and has increased to $2.7
million at March 31, 2001. Term debt in relation to the purchase of the
Corporation's Auckland premises in 1999 was reduced $0.4 million during the same
period.

Item 9A.  Quantitative and Qualitative Disclosures About Market Risk

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

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

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

     No forward exchange contracts were entered into during Fiscal 1999, Fiscal
2000 or Fiscal 2001. During Fiscal 1998, the average value of these forward
contracts amounted to New Zealand $1.2 million. These contracts were entered as
a hedge against New Zealand purchases made in Australian dollars. Since then the
majority of our major suppliers have changed from invoicing in their home
currency to invoicing in New Zealand Dollars. This should eliminate our exchange
risk on the transactions and, therefore, eliminates the need for foreign
exchange hedging.

     The Company has not entered, and therefore does not have any exposure to,
interest rate swaps, commodity prices or other derivative financial instruments.


                                       35
<PAGE>

Item 10.  Directors and Officers of Registrant

     The table below identifies, and provides certain information concerning,
our directors, executive officers and certain key managers.

Name                             Age                     Positions
----                             ---                     ---------
Casey J. O'Byrne                 47      Chairman of the Board and Director
Michael B. Ridgway               39      Vice Chairman and Director
Richard Justice                  45      Chief Executive Officer and Director
Andrew J. Chamberlain            39      Secretary and Director**
Daniel Hachey                    42      Director
Robert W. Singer                 53      Director
Robert Rowell                            Director
Grant Hope                       32      Chief Financial Officer
Simon Jones                      38      General Manager of Commercial Ventures

----------
*    The indicated individual is a key manager but not an officer.

**   The indicated individual serves as corporate secretary, but is not an
     employee of our company.

     Casey J. O'Byrne of Edmonton, Canada, has been Chairman of our Board of
Directors since November 1998 and a director of our company since our
incorporation in November 1993. Mr. O'Byrne is an attorney and has been
practicing law in Edmonton, Alberta, since 1984. From 1990 until the present, he
has been a partner in the law firm of Tarrabain O'Byrne & Company. Mr. O'Byrne
is a graduate of the University of Cambrensis School of Law in the United
Kingdom.

Michael B. Ridgway, Vice Chairman of Auckland, New Zealand, served as our Chief
Executive Officer since joining our company in December 1994 until February
2001, and has throughout that period to the current date served as a director.
Mr. Ridgway joined us following our acquisition of Sealcorp Computer Products
Limited ("Sealcorp"), a distributor of computer-based technology products. Mr.
Ridgway was the founder of Sealcorp and served as Sealcorp's Managing Director
from 1987, when Sealcorp was formed, until December 1994, when we acquired
Sealcorp. Sealcorp is currently a wholly owned subsidiary of our company.

     Richard Justice of Auckland, Chief Executive Officer, New Zealand, served
as our Chief Financial Officer from September 1997 to February 2001 In addition,
Mr Justice has served as our Chief Operating Officer since October 1999. From
1993 until September 1997, Mr. Justice served as Financial Controller of
Sealcorp (which has been a wholly owned subsidiary of our company since December
1994). Prior to joining Sealcorp, Mr. Justice was a financial consultant (1987
to 1993) and held various management positions at several distribution companies
(1976 to 1987). Mr. Justice has a Master's degree in Business Administration
from Auckland University and is a licensed accountant in New Zealand. Mr Justice
has served as a director since September 1997.

     Andrew J. Chamberlain of Edmonton, Alberta, has been Corporate Secretary of
our company since November 1998 and a director of our company since December
1999. Mr.


                                       36
<PAGE>

Chamberlain is an attorney and has been with the law firm of
Chamberlain-Hutchison in Edmonton, Alberta, Canada, since 1997. From 1984 to
1997, Mr. Chamberlain practiced law in Alberta, Canada, with Davies & Co. Mr.
Chamberlain is a graduate of the University of Alberta School of Law.

     Daniel Hachey of Toronto, Ontario, has been a director of our company since
January 1998. Mr. Hachey has been with HSBC Securities Canada Inc., a full
service brokerage firm, since 1998 and currently serves as Senior Vice President
and Director, Head of Technology Group, Corporate Finance and Advisory Division.
He previously served as a Senior Vice President and director of Midland Walwyn
Capital Inc. (1993 to 1998).

     Robert W. Singer of Lakewood, New Jersey, joined our board of directors in
August 2000. Mr. Singer has served as Assistant Majority Leader of the New
Jersey State Senate since 1997 and has been a member of the New Jersey State
Senate since 1993. He also holds the position of Vice President of Corporate
Relations for Community/Kimball Medical Centers, an affiliate of the St.
Barnabas Health Care System. Mr. Singer is also a director of Health Choice (a
third party administrator for health care claims) and of the New Jersey
Technology Council and is a member of the New Jersey Commission of Science and
Technology.

     Bob Rowell joined our board of directors in June 2001. Mr Rowell has been
involved with the Investor Relations activity of Brocker since 1996 and has made
a significant contribution to Brocker through all aspects of capital raising and
investor relations. Mr. Rowell has a background in economics, insurance and
financial consulting.

     Grant Hope, Chief Financial Officer, joined Brocker in June 1998 as Group
Financial Controller. Mr Hope was previously with the accounting and consulting
firm, specializing in audit and corporate finance and working in New Zealand,
the UK and the Channel Islands.

     Simon Jones, General Manager of Commercial Ventures, joined Brocker in
November 2000. Mr. Jones came to Brocker from KPMG, where he was Director,
Financial Advisory Services. He has 17 years' business experience, the past nine
years of which have been in professional services, specializing in strategic
business planning, financial management, project management, viability
assessment and restructuring reviews.

     Directors are elected at each annual meeting of our shareholders and hold
office until the next annual meeting of shareholders and the election and
qualification of their successors. Executive officers are elected by and serve
at the discretion of the board of directors.


                                       37
<PAGE>

Item 11.  Compensation of Directors and Officers

Aggregate Compensation of Officers, Key Managers and Directors

     During our fiscal year ended March 31, 2001, we paid aggregate cash
compensation to our officers, key managers identified under Item 10
approximately $XXXX. Compensation is payable to Non-executive directors on the
basis of $1,000 per meeting for Board meetings and $500 per meeting for
committee meetings. The Chairman, Casey O'Byrne, was paid fees of $21,400 per
annum, applied to Mr. O'Byrne's loan from the Corporation. The Vice-Chairman,
Michael Ridgway received consulting fees of $114,043 during the year to March
31, 2001. The Corporation has agreed to pay Robert W. Singer fees of $70,417 per
year. Directors were granted options to acquire shares, the details of which are
set out in the tables above.

     We also granted to this group stock options to purchase an aggregate of
37,500 of our common shares. See "--Option Grants to Directors, Officers and
Certain Key Managers." The aggregate value of non-cash compensation (excluding
stock options) that we provided to this group did not exceed 10% of the cash
compensation.

Compensation of Certain Officers and Key Managers

     The table below shows, for our fiscal year ended March 31, 2001, certain
information concerning the compensation of our Chief Executive officer and the
other officers and key managers of our company who are identified under Item
10--"Directors and Officers of Registrant" (other than Mr. Chamberlain, who
serves as corporate secretary but is not an employee).

         Summary Compensation Table for Fiscal Year Ended March 31, 2000


<TABLE>
<CAPTION>
                                                                                        Long Term
                                                                                        Compensation
                                       Annual Compensation (Cdn. $)                     Awards
                                       -----------------------------------------        ---------------
                                                                                        Securities       Other
                                                                    Other Annual        Underlying       Compensation
                                       Salary      Bonus            Compensation        Options(1)       (Cdn. $)
-----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>                  <C>               <C>          <C>
 Michael B. Ridgway                          --      --                       --                --       $114,043
     Chief Executive Officer

 Richard Justice                       $105,570      --                   17,742            50,000          --
     Chief Executive Officer

 Grant Hope                              69,244      --                   11,828            50,000          --
      Chief Financial Officer

 Simon Jones                             25,441      --                    4,579                --          --
      General Manager -
      Commercial Ventures (2)
</TABLE>

(1)  This column shows the number of options to purchase our common shares that
     were granted to the indicated individual during the fiscal year. The
     options provide for an exercise price of $7.40 per share.

(2)  Joined November 2000



                                       38
<PAGE>

Compensation of Directors

     During our fiscal year ended March 31, 2001, we did not pay any cash
compensation to non-employee directors in their capacity as such. We did,
however, reimburse them for certain expenses related to the performance of their
duties. We also granted options to certain of these directors. See--"Option
Grants to Directors, Officers and Certain Key Managers"

     We are currently paying cash compensation to certain non-employee directors
as follows: (1) we are compensating directors on the basis of $1,000 for each
board meeting and $500 for each committee meeting and (2) we had agreed to pay
Robert W. Singer fees of $70,417 per year although no payments have been made to
date.

Option Grants to Directors, Officers and Certain Key Managers

     The table below summarizes the options that we granted, during our fiscal
year ended March 31, 2000, to the directors, officers and key managers who are
identified under Item 10--"Directors and Officers of Registrant."

                      Number of Securities      Exercise Price
Name               Underlying Options Granted     Per Share     Expiration Date
----------------   --------------------------     ---------     ---------------
Robert W. Singer              50,000                 $8.45      August 21, 2005
Richard Justice               50,000                 $7.40      March 31, 2005
Grant Hope                    50,000                 $7.40      March 31, 2005


                                       39
<PAGE>

Item 12.  Options to Purchase Securities from Registrant or Subsidiaries

Introduction

     The table below shows, as of September 7, 2000, the number of our common
shares that are outstanding or subject to warrants and options.

--------------------------------------------------------------------------------
 Number of shares outstanding (not including                   18,326,625
 shares held in escrow as described below)
--------------------------------------------------------------------------------
 Number of shares held in escrow (as described                  1,015,420
 under "--Shares Relating to Acquisitions--Shares
 held in Escrow")
--------------------------------------------------------------------------------
 Number of shares subject to outstanding warrants               2,466,400
--------------------------------------------------------------------------------
 Number of shares subject to outstanding options                2,013,000
--------------------------------------------------------------------------------

Warrants

     As of September 20, 2001, there were outstanding warrants to purchase an
aggregate of 2,466,400 of our common shares. Certain information concerning
these warrants is set forth in the table below:

  ------------------------------------------------------------------------------
  Number of Common Shares Subject  Exercise Price Per Share    Expiration Date
  to Warrants                      (Cdn. $)                    of Warrants
  ------------------------------------------------------------------------------
               852,000                           1.25          January 16, 2002
  ------------------------------------------------------------------------------
               486,000                           3.15          June 15, 2001
  ------------------------------------------------------------------------------
               228,400                           6.25          January 21, 2002
  ------------------------------------------------------------------------------
               900,000                           3.15          June 15, 2001
  ------------------------------------------------------------------------------

Options

     As of September 20, 2001, there were outstanding options to purchase an
aggregate of 1,998,000 of our common shares. Certain information concerning
these options is set forth in the table below:

  ------------------------------------------------------------------------------
  Number of Common Shares     Exercise Price Per         Expiration Date
  Subject to Options          Share (Cdn. $)             of Options
  ------------------------------------------------------------------------------
               350,000                     11.25         February 29, 2005
  ------------------------------------------------------------------------------
               170,000                      1.18         December 1, 2001
  ------------------------------------------------------------------------------
                57,000                      1.31         December 1, 2001
  ------------------------------------------------------------------------------
               330,000                      1.90         November 20, 2002
  ------------------------------------------------------------------------------
                50,000                      1.50         November 30, 2003
  ------------------------------------------------------------------------------
               346,000                      1.41         July 2, 2004
  ------------------------------------------------------------------------------
               100,000                      8.45         August 21, 2005
  ------------------------------------------------------------------------------
               595,000                      7.40         March 31, 2005
  ------------------------------------------------------------------------------


                                       40
<PAGE>

     The table below shows, as of September 20, 2001, the options held by those
persons identified under Item 10--"Directors and Officers of Registrant". (These
options are a subset of the options shown in the table immediately above.)

<TABLE>
<CAPTION>
  ---------------------------- -------------------------- ----------------------------- ------------------------
                               Number of Common Shares    Exercise Price Per Share      Expiration Date of
  Name of Officer or Director  Subject to Options         (Cdn. $)                      Options
  ---------------------------- -------------------------- ----------------------------- ------------------------
<S>                                      <C>                             <C>                  <C>
  Michael B. Ridgway                     200,000                         11.25                February 29, 2005
                                          30,000                          1.90                November 20, 2002
  ---------------------------- -------------------------- ----------------------------- ------------------------
  Casey O'Byrne                          100,000                         11.25                February 29, 2005
                                         145,000                          1.18                 December 1, 2001
                                          57,000                          1.31                 January 12, 2001
  ---------------------------- -------------------------- ----------------------------- ------------------------
  Richard Justice                        118,000                          1.41                    July 2,  2004
                                          50,000                          7.40                   March 31, 2005
  ---------------------------- -------------------------- ----------------------------- ------------------------
  Andrew J. Chamberlain                   50,000                         11.25                February 29, 2005
  ---------------------------- -------------------------- ----------------------------- ------------------------
  Robert W. Singer                        50,000                          8.45                  August 21, 2005
  ---------------------------- -------------------------- ----------------------------- ------------------------
  Grant Hope                              50,000                          7.40                   March 31, 2005
  ---------------------------- -------------------------- ----------------------------- ------------------------
</TABLE>

Shares Relating to Acquisitions

     Shares Held in Escrow

     In connection with a number or our acquisitions, we agreed with the seller
that (1) some or all of the acquisition consideration would be in the form of
our common shares, (2) some or all of such common shares would be placed in
escrow and (3) the number of escrowed shares, if any, that would be released to
the seller would depend on the post-acquisition financial performance of the
acquired company relative to criteria set forth in the acquisition agreement. As
of September 20, 2001, an aggregate of 1,015,421 common shares were being held
in escrow. See notes 3 and 9 to our consolidated financial statements included
under Item 17.

     Contingent Share Consideration

     In connection with a number of our acquisitions, we agreed with the seller
that the purchase price would depend on the post-acquisition financial
performance of the acquired company over a specified period. Pursuant to these
agreements, we may be required to issue additional common shares as acquisition
consideration. We currently cannot know the number of additional shares that we
will be required to issue, since this number depends on future events including
the future market price of our common shares. As at September 20, 2001 it was
estimated that pursuant to acquisition agreements there was 1,411,225 shares to
be issued for the Generic Technologies and 1World Systems Limited acquisitions
(See note 9(iv) to our consolidated financial statements)

     In addition there are 223,547 shares to be issued in relation to the
acquisition of Certus Project Consulting Limited. The sale and purchase
agreement provided a purchase price guarantee the effect of which would, at the
current share price, result in the issue of 2,605,833 shares. The Company
retains the right to settle this acquisition by way of cash payments equaling
$1,563,500. Settlement is by way of four equal installments, the first falling
due on August 31, 2001, the final three being due on November, 30, 2001,
February 28, 2002 and May 31, 2002. As at September 20, 2001 no shares have been
issued.


                                       41
<PAGE>

Item 13.  Interest of Management in Certain Transactions

Option-Related Loans to Officers

     We have, from time to time, made loans to certain of our officers in order
to enable them to purchase our common shares through the exercise of stock
options. The maximum outstanding amount of these loans during the fiscal year
ended March 31, 2001 was $660,884, and, as of March 31, 2001, the outstanding
amount of these loans was $591,867. Each of these option-related loans was made
subject to the following terms: (1) the loans bears interest at a rate between
5% and 14% per annum (except that $339,683 of loans to Richard Justice are
interest-free), (2) the loan is secured by the common shares that were purchased
using the loan proceeds, and (3) the loan is repayable on demand or within 30
days after the borrower ceases to be an employee of our company.

Certain Other Transactions

     The law firm of Chamberlain Hutchinson provides legal services to our
company on a regular basis. Andrew J. Chamberlain, who is a director and the
corporate secretary of our company, is the principal of a professional
corporation that is a partner in such firm.



                                       42
<PAGE>


                                    PART III

Item 15.  Defaults Upon Senior Securities.

None Reportable

Item 16. Changes in Securities, Changes in Security for Registered securities,
and Use of Proceeds.

None Reportable

Item 17.  Financial Statements

Attached. See Item 19(a).

Item 18.  Financial Statements

Not applicable

Item 19.  Financial Statements and Exhibits

(a) Financial Statements:

     See the Index to Consolidated Financial Statements accompanying this report
on page F-1.

(b) Exhibits

                                   SIGNATURES

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




                                    Brocker Technology Group Ltd.





                                    By  Richard Justice
                                        -------------------------------------
                                    Name:  Richard  Justice
                                    Title: Chief Executive Officer and
                                           Chief Operating Officer

Date: September 20, 2001


                                       43

<PAGE>



                          BROCKER TECHNOLOGY GROUP LTD

                              FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000



<PAGE>

BROCKER TECHNOLOGY GROUP LTD

FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000



I N D E X


Auditors' Report                                                  Page 2

Consolidated Balance Sheets                                       Page 3

Consolidated Statements of Earnings                               Page 4

Consolidated Statements of Retained Earnings                      Page 5

Consolidated Statements of Movements in Foreign
   Currency Translation Reserve                                   Page 5

Consolidated Cash Flow Statements                                 Page 6

Notes to Consolidated Financial Statements                        Page 7 to 34



                                                                          Page 1
<PAGE>

Auditors' report to the shareholders

We have audited the consolidated  balance sheets of Brocker Technology Group Ltd
as at March 31,  2001 and the  consolidated  statements  of  earnings,  retained
earnings,  movements in foreign currency  translation reserve and cash flows for
the year then ended.  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 audit in accordance with Canadian  generally  accepted auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the financial  position of the Company as at March 31, 2001
and the results of its  operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles.

The consolidated financial statements as at March 31, 2000 and for the year then
ended,  prior to  adjustment  for  change  due to  restatement  of  discontinued
operations  as  described  in note 18, were audited by another firm of chartered
accountants  who expressed an opinion  without  reservation  on those  financial
statements in their report dated July 27, 2000. We have audited the restatements
and in our opinion, such restatements, in all material respects, are appropriate
and have been properly applied.


Chartered Accountants


Auckland, New Zealand
August 27, 2001



                                                                          Page 2
<PAGE>

BROCKER TECHNOLOGY GROUP LTD
CONSOLIDATED BALANCE SHEETS
As AT MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                         Note               2001              2000
                                                                              $                 $
<S>                                                    <C>             <C>               <C>
ASSETS
Current Assets
Cash                                                                      2,612,073         8,637,357
Accounts receivable                                                      12,767,298        19,068,160
Other receivables                                         11              2,070,164         2,266,494
Inventories                                                              13,706,060        20,293,533
Prepaid expenses and deposits                                               527,448           154,708
Income taxes recoverable                                                         --           791,212
Future tax assets                                         10                567,184           778,661
                                                                       ------------      ------------

                                                                         32,250,227        51,990,125

Deferred Development Costs                                 5                     --         1,593,621

Capital Assets                                             4             10,750,308         5,307,852

Investment in Associated Company                           6                     --           833,000

Goodwill (Net of accumulated amortisation                                 6,661,085         1,803,957
of $4,623,819 ($1,312,810: 2000))                                      ------------      ------------
                                                                       $ 49,661,620      $ 61,528,555
                                                                       ============      ============

LIABILITIES
Current Liabilities
Bank Overdraft                                                            3,505,150                --
Accounts payable                                                         15,022,049        26,467,639
Accrued liabilities                                                      11,345,516         3,824,673
Taxation Payable                                          10              1,354,760           430,910
Financing facility                                       8(b)             4,153,223         7,502,880
Current portion of long-term debt                        8(a)               973,482           203,531
                                                                       ------------      ------------

                                                                         36,354,180        38,429,633

Long-Term Debt                                           8(a)             4,526,530         1,872,229

Future Tax Liability                                      10                     --            85,077
                                                                       ------------      ------------

                                                                         40,880,710        40,386,939

EQUITY
Minority Interest                                                         1,710,125                --

SHAREHOLDERS' EQUITY
Common shares                                           9(b)(i)          23,922,368         7,428,680
Warrants Issued                                        9(b)(iii)                 --        16,110,000
Shares to be issued                                    9(b)(iv)           7,331,267           359,441
Less:  Share issue costs                                                 (2,268,988)       (2,136,051)
                                                                       ------------      ------------
Total Share Capital                                        9             28,984,647        21,762,070
Foreign Currency Translation Reserve                                     (3,729,548)       (1,745,415)
Retained Earnings/(Deficit)                                             (18,184,314)        1,124,961
                                                                       ------------      ------------

                                                                          7,070,785        21,141,616

TOTAL EQUITY                                                              8,780,910        21,141,616
                                                                       ------------      ------------

Commitments                                               16
Contingencies                                             17
Subsequent Events                                         18
                                                                       $ 49,661,620      $ 61,528,555
                                                                       ============      ============
</TABLE>

Signed on behalf of the Board



Richard Justice                                 Andrew Chamberlain
---------------------------                     ---------------------------
Director                                        Director

Date: August 27, 2001

See the accompanying notes to the consolidated financial statements.


                                                                          Page 3
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

CONSOLIDATED STATEMENT OF EARNINGS

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                              Note                2001                2000
                                                                                    $                   $
<S>                                                            <C>           <C>                <C>
Revenue
Sales                                                                           99,402,234        135,654,179

Cost of Goods Sold                                                              83,536,061        118,934,768
                                                                             -------------      -------------

Gross Margin                                                                    15,866,173         16,719,411
                                                                             -------------      -------------

Operating Expenses
Depreciation and amortisation                                                    6,736,726          1,782,483
Net interest expense                                           8(a)              1,717,410          1,122,586
Salaries and commissions                                                        11,635,080          8,904,799
Other operating expenses                                        20              15,181,869          5,926,969
                                                                             -------------      -------------

Total operating expenses                                                        35,271,086         17,736,837
                                                                             -------------      -------------

Operating (Loss)/Income                                                        (19,404,912)        (1,017,426)

Other Income                                                    20               1,558,631            668,754
Equity accounted losses of associated company                    6                 (27,290)           (83,180)
                                                                             -------------      -------------

(Loss)/Income before Income Tax Provision                                      (17,873,571)          (431,852)

Income Tax Provision                                            10               1,301,940             (2,824)
                                                                             -------------      -------------

Net (loss)/Earnings after tax, before minority interests                       (19,175,511)          (429,028)

Minority Interest in Net Profit After Taxation                                     133,764                 --

Net (Loss)/Earnings for the year after tax and minority interests            $ (19,309,275)     $    (429,028)
                                                                             =============      =============


Earnings Per Common Share                                      9(d)          $       (1.06)     $       (0.04)
                                                                             =============      =============
</TABLE>

Details of discontinued operations, Note 18

See the accompanying notes to the consolidated financial statements.


                                                                          Page 4
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


                                                       2001             2000
                                                         $                $

Retained Earnings, Beginning of the year             1,124,961       1,706,732

Net (Loss)/Earnings for the year                   (19,309,275)       (429,028)

Preferred dividends paid                                    --        (152,743)
                                                  ------------    ------------

Retained Earnings/(Deficit), End of the year      $(18,184,314)   $  1,124,961
                                                  ============    ============

Withholding  taxes payable on repatriation of earnings are not provided until it
is planned to repatriate any of those earnings.



BROCKER TECHNOLOGY GROUP LTD

CONSOLIDATED STATEMENTS OF MOVEMENTS IN FOREIGN CURRENCY TRANSLATION RESERVE

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                     2001             2000
                                                                       $                $
<S>                                                              <C>             <C>
Beginning of the year                                             (1,745,415)       (799,084)

Difference arising on the translation of foreign operations       (1,984,133)       (946,331)
                                                                 -----------     -----------

End of the year                                                  $(3,729,548)    $(1,745,415)
                                                                 ===========     ===========
</TABLE>

See the accompanying notes to the consolidated financial statements.


                                                                          Page 5
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

CONSOLIDATED CASH FLOW STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                             Note            2001             2000
                                                                               $                $
<S>                                                            <C>    <C>               <C>
Cash flows from operating activities

Receipts from customers                                                 105,783,743       138,510,831
Payments to suppliers and employees                                    (108,831,126)     (142,616,495)
Net interest paid                                                           (38,335)       (1,122,586)
Taxation refunded / (paid)                                                       --          (254,202)
                                                                      -------------     -------------

Cash flows from operating activities                           14        (3,085,718)       (5,482,452)

Cash flows from investing activities

Proceeds from the sale of investments and capital assets                         --            44,750
Purchase of capital assets                                                 (766,947)       (1,086,880)
Investment in associated company                                            (69,492)         (356,354)
Purchase of subsidiaries                                                 (1,838,094)          (33,831)
Cash overdraft introduced on acquisition of
  Generic Technology Limited                                             (3,225,314)               --
                                                                      -------------     -------------

Cash flows from investing activities                                     (5,899,847)       (1,432,315)

Cash flows from financing activities

Proceeds from shares and warrants issued                                    185,000        15,738,616
Proceeds from share options exercised                                        17,700           261,600
Proceeds from mortgage finance raised                                            --                --
Repayment of mortgage finance                                              (413,595)         (244,006)
Payment of dividend on preferred shares                                          --          (152,743)
                                                                      -------------     -------------

Cash flows from financing activities                                       (210,895)       15,603,467
                                                                      -------------     -------------

Net increase / (decrease) in cash equivalents                            (9,196,460)        8,688,700



Cash / (Overdraft) at Beginning of the year                               8,637,357           (55,433)

Translation of cash equivalents to reporting currency                      (333,974)            4,090
                                                                      -------------     -------------

(Overdraft)/Cash at End of the year                                   $    (893,077)    $   8,637,357
                                                                      =============     =============

(Overdraft)/Cash comprised of:
Cash                                                                      2,612,073         8,637,357
Bank Overdraft                                                           (3,505,150)               --
                                                                      -------------     -------------

                                                                           (893,077)        8,637,357
                                                                      =============     =============
</TABLE>

See the accompanying notes to the consolidated financial statements.


                                                                          Page 6
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

1.   BASIS OF PRESENTATION

     a)   General

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

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

          On August 21,  2000 the  Company  also  listed on the NASDAQ  National
          Market.

          These  financial  statements have been prepared in accordance with the
          generally accepted accounting principles of Canada.

     b)   Use of estimates

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

2.   SIGNIFICANT ACCOUNTING POLICIES

     a)   Principles of Consolidation

          The consolidated financial statements include the financial statements
          of the Company and all of its subsidiary  companies since the dates of
          their acquisition.

              Subsidiary                                         Percentage Held
              ----------                                         ---------------
              Brocker Technology Group (NZ) Limited                   100%
              Brocker Online Services Limited                         100%
              Sealcorp Computer Products Limited                      100%
              Sealcorp Telecommunications Group Limited               100%
              Certus Consulting Limited                               100%
              Easy PC Computer Rentals Limited                        100%
              Industrial Communications Service Limited               100%
              Powercall Technologies Limited                          100%
              Generic Technology Limited                              100%
              Datec Fiji Limited                                      100%
              Kepra Software Limited                                   52%
              Datec (Australia Limited)                               100%
              Datec (Vanuatu) Limited                                  66%
              Pacific Software Limited                                100%
              Datec (PNG) Limited                                      50%
              Datec Queensland                                         50%
              Enertec (Australia) Pty Limited                          50%

              Non-operating Subsidiary                           Percentage Held
              ------------------------                           ---------------
              Brocker Investments (Australia) Pty Limited             100%
              Sealcorp Australia Pty Limited (in receivership)        100%
              Brocker Financial Limited                               100%
              Image Craft Australia Pty Limited                       100%
              Datec (PNG) Investments                                  50%
              Pritech Corporation Limited                             100%
              Pritech Australia Pty Limited                           100%
              1 World Systems Limited                                 100%
              Tech Support Limited                                    100%


                                                                          Page 7
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     a)   Principles of Consolidation (Continued)

               Non-operating Subsidiary                         Percentage Held
               ------------------------                         ---------------
               Enertec Technology (PNG) Limited                      100%
               Datec (Solomons) Limited                               48%
               Telecom Pacific Limited                               100%
               Network Services Limited                              100%

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

          As at March 31, 2000 the operations of Image Craft Limited,  Northmark
          Technologies  Limited and Photo Magic  Limited were  amalgamated  with
          Brocker Technology Group (NZ) Limited.

     b)   Goodwill

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

          Where an acquisition  price is contingent on a future event or events,
          no additional goodwill is recognised until the final acquisition price
          can be reasonably determined.

     c)   Foreign Currency

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

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

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

          New Zealand dollar           Average rate             Rate at March 31

          2001                         0.6571                   0.6396
          2000                         0.7565                   0.7238

          Australian dollar            Average rate             Rate at March 31

          2001                         0.8358                   0.7734
          2000                         0.9436                   0.8903

          Fiji dollar                  Average rate             Rate at March 31

          2001                         0.6859                   0.6569
          2000                         --                       --


                                                                          Page 8
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     c)   Foreign Currency (Continued)

          Papua New Guinea kina        Average rate             Rate at March 31

          2001                         0.5090                   0.4759
          2000                         --                       --


     d)   Inventories

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

     e)   Capital Assets

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

                Land                                                 0%
                Buildings                                            2%
                Office equipment                                    20%
                Vehicles                                     20 and 26%
                Furniture and fixtures                              20%
                Computer hardware                             20 to 30%
                Computer software                             30 to 40%
                Plant and Equipment                           20 to 26%
                Leasehold improvements                       25 to 100%
                Computer hardware held for rental             33 to 50%

     f)   Revenue recognition

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

     g)   Research and development expenditure

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

     h)   Future Income Taxes

          Income taxes are accounted  for under the asset and liability  method.
          Under this method,  future tax assets and  liabilities  are recognised
          for the future tax  consequences  attributable to differences  between
          the  financial  statement  carrying  amounts  of  existing  assets and
          liabilities  and their  respective  tax  bases.  Future tax assets and
          liabilities  are measured using enacted or  substantively  enacted tax
          rates  expected to apply when the asset is  realized or the  liability
          settled.  The effect on future tax assets and  liabilities of a change
          in tax rates is  recognised  in income in the period that  substantive
          enactment or enactment occurs.

          Withholding taxes payable on repatriation of earnings are not provided
          until it is planned to repatriate any of those earnings.


                                                                          Page 9
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


2.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Change in Accounting Policy

          In December  1997,  the Canadian  Institute  of Chartered  Accountants
          issued Handbook Section 3465,  Income Taxes.  The standard  required a
          change from the deferred  method of accounting  for income taxed under
          Handbook  Section  3470,  Corporate  Income  Taxes,  to the  asset and
          liability method of accounting for income taxes.

          The  Company  has  adopted  Section  3465  retroactively  with a minor
          reclassification  of the 1999 balance sheet comparative  figures.  The
          adoption  of Section  3465 has had no impact on the  earnings  for the
          year ended March 31, 2001, or March 31, 2000.

     i)   Earnings Per Share

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

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

     j)   Stock options

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

     k)   Cash and cash equivalents

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



                                                                         Page 10
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


3.   ACQUISITIONS

     2001 Acquisitions

     Generic Technology Group

     As at October 1 2000 the company completed and signed a formal agreement to
     acquire  the Generic  Technology  Group,  the private  company of the Datec
     Group of companies ("Datec").  Datec is a leading developer and marketer of
     information  technology,   and  a  major   telecommunications  and  network
     management consulting firm.

     The company will issue  1,393,770  common shares  (market price of $3.99 on
     the date they became eligible for issue) plus a cash payment of $1,493,325.

     As at March 31 2001 an amount  of  $1,493,325  had been  paid.  The  second
     payment  of  1,493,325  has been  accrued,  and the two final  payments  of
     $1,493,325  are payable on June 30, 2002 and 2003.  The final two  payments
     are subject to earnout  targets being achieved.  The 1,393,770  shares have
     been categorised as `To be issued'.  An additional 350,000 shares are to be
     issued to senior management of Datec,  upon completion.  The issue of these
     shares is currently subject of negotiation.

             The effect on the purchase is as follows:                $

             Current assets                                     15,920,872
             Non current assets                                  6,865,705
             Current Liabilities                               (17,900,078)
             Non current liabilities                              (866,604)
             Less Minority interests                            (1,805,634)
             Goodwill                                            6,597,969
                                                               -----------
             Consideration paid to date and accrued              8,812,230
                                                               ===========

             Cash payments made                                  1,493,325
             Cash payments accrued                               1,493,325
             Shares to be issued (at $3.99)                      5,561,142
             Acquisition costs                                     264,438
                                                               -----------
             Consideration paid to date and accrued              8,812,230
                                                               ===========

             Refer to note 16 for outstanding commitments in relation to the
             acquisition.

     Certus Consulting Limited

     As at August  31,2000 the company  purchased  the assets of Certus  Project
     Consulting   Limited   (Certus)   for   a   consideration   of   $1,563,500
     (NZD$2,500,000).

     Certus  is  involved  in  the  provision  of  information   technology  and
     telecommunications management consulting. The company was purchased for the
     consideration of 223,357 shares issued at $7.00.

     Communica Limited

     As at August 31, 2000 the company purchased the assets of Communica Limited
     for $215,865 ($337,500 NZD).  Communica  Limited,  now operating as Brocker
     Online Services Limited,  is involved in the provision of Toll and Cellular
     Services to customers.



                                                                         Page 11
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


3.   ACQUISITIONS (Continued)

     2000 Acquisitions

     On August 1, 1999  Brocker  Technology  Group (NZ)  Limited  acquired  Tech
     Support Limited for a total cash consideration of $33,831 (NZ$45,000). Tech
     Support  Limited  offers  technical  support  and advice to a wide range of
     customers in Auckland, New Zealand.

     No  additional  amounts  are  payable in respect to this  acquisition.  The
     purchase  price may,  however,  be reduced in the event certain  warranties
     made by the Vendors do not eventuate.

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

                                                                    2000
                                                                      $
     Net current assets                                            37,470
     Capital assets                                                 9,555
     Net current liabilities                                      (22,822)
     Goodwill attributed, now written off                           9,628
                                                                  -------
     Consideration paid                                            33,831
                                                                  =======


                                                                         Page 12
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


4.   CAPITAL ASSETS

                                                         2001
                                     -------------------------------------------
                                         Cost        Accumulated        Net Book
                                                    Depreciation          Value

     Land (Note 8a)                     498,888              --         498,888

     Buildings (Note 8a)              7,180,773         187,462       6,993,312

     Office equipment
     - leased                             8,006           1,857           6,148
     - non-leased                       522,595         358,658         163,937

     Vehicles
     - leased                           963,502         428,205         535,297
     - non-leased                       336,842         219,841         117,001

     Furniture and fixtures
     - leased                           235,839          98,394         137,445
     - non-leased                       521,493         337,176         184,316

     Computer hardware
     - leased                                --              --              --
     - non leased                     1,545,477         937,453         608,023
     - held for rental                  426,865         339,313          87,552

     Computer software
     - leased                           120,479         120,479              --
     - non leased                       216,969         151,185          65,784

     Plant and Equipment
     - leased                         1,728,337         756,719         971,618
     - non leased                       682,640         345,207         337,433

     Leasehold improvements              52,030           8,476          43,554
                                     ----------      ----------      ----------

                                     15,040,735       4,290,425      10,750,308
                                     ==========      ==========      ==========


                                                                         Page 13
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


4.   CAPITAL ASSETS

                                                         2001
                                     -------------------------------------------
                                         Cost        Accumulated       Net Book
                                                    Depreciation         Value

     Land (Note 8a)                     564,564              --         564,564

     Buildings (Note 8a)              2,559,064         110,494       2,448,570

     Office equipment
     - leased                             1,918             782           1,136
     - non-leased                       448,460         258,070         190,390

     Vehicles
     - non-leased                        99,096          59,655          39,441

     Furniture and fixtures
     - non-leased                       424,424         223,068         201,356

     Computer hardware
     - leased                            34,163          21,010          13,153
     - non leased                     1,666,874         962,961         703,913
     - held for rental                1,220,305         850,910         369,395


     Computer software                  774,687         172,898         601,789

     Plant and Equipment                290,917         183,381         107,536

     Leasehold improvements             103,493          36,884          66,609
                                      ---------       ---------       ---------

                                      8,187,965       2,880,113       5,307,852
                                      =========       =========       =========


5.   DEFERRED DEVELOPMENT COSTS

<TABLE>
<CAPTION>
                                                                          2001          2000
                                                                            $             $
<S>                                                                   <C>            <C>
     Development costs deferred as at March 31,                        1,593,621     1,252,368

     Development costs deferred during the year ended March 31           263,608       841,771
                                                                      ----------    ----------
                                                                       1,857,229     2,094,139

     Amortised as at March 31,                                        (1,857,229)     (500,518)
                                                                      ----------    ----------

     Development costs deferred as at March, 31                               --     1,593,621
                                                                      ==========    ==========
</TABLE>

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

     Management  has  reviewed  the  status of the  projects  to which  deferred
     development costs related and also considered generally accepted accounting
     policies.  As a result,  management  have  decided  to fully  amortise  all
     previously deferred development costs into the current period.


                                                                         Page 14
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


6.   INVESTMENTS

     INVESTMENT IN ASSOCIATED COMPANY

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

     In addition to the investment,  Brocker  Technology  Group (NZ) Limited has
     entered an agreement to loan Highway  Technologies Limited funds during the
     company's  establishment  phase up to a maximum of $1,085,700.  Interest is
     payable  on these  funds at 30% per  annum.  As at March 31,  2001  amounts
     advanced  to  Highway   Technologies   Limited   amounted   to   $1,038,553
     ($1,001,270:  2000).  No  interest  has been  recorded  on the loan for the
     current year (nil, 2000).

                                                      2001              2000
     Carrying value of investment                       $                 $

     Initial cost of investment                      87,366            87,366
     Amounts owing from associate                 1,038,553         1,001,270
     Equity accounted losses to date               (282,926)         (255,636)
     Provision for impaired loan                   (842,993)               --
                                                 ----------        ----------
                                                         --           833,000
                                                 ==========        ==========

     Management has assessed the  recoverability  of the funding loan to Highway
     Technologies  Limited,  which is ultimately dependent on the future revenue
     stream of the software  technology under development and the revenue stream
     from  consultancy  services,  and consider a full  impairment  provision is
     required as at March 31, 2001.

7.   RENTAL FINANCE LIABILITY

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

     During March 1999 Easy PC Computer Rentals Limited  renegotiated its Rental
     Recourse Dealer Deed, with the independent  finance company, to ensure that
     all significant risk of recourse from the individual finance agreements was
     transferred to the independent  finance company.  Due to the  renegotiation
     the Group  risk of  recourse  as at March 31,  2001 is  limited  to $85,368
     ($109,364: 2000).

     During 2001 arrangements  were agreed with the independent  finance company
     to ensure all subsequent agreements had no recourse.



                                                                         Page 15
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


8.   INDEBTEDNESS

<TABLE>
<CAPTION>
                                                                                2001               2000
                                                                                  $                  $
<S>                                                                         <C>                <C>
     a)   Long Term Debt

          Mortgage finance liability, payable in New Zealand                 4,694,868          1,975,527
          Dollars and Fiji Dollars, with a current interest rates
          of 7.29 - 7.66%, Collateralised by land and buildings situated
          at 17 Kahika Road, Beachaven, Auckland and properties in
          Gordon Street, Goodenough Street and Ackland Street'
           Suva, Fiji payable over 10 Years

          Less:  Current portion                                              (599,864)          (171,561)
                                                                            ----------         ----------

                                                                             4,095,004          1,803,966

          Capital lease obligations payable in New Zealand dollars and
          Fiji Dollars, with interest rates ranging from 6.6% to 14.5%
          per annum, collateralised by related assets, payable over
          1 to 3 years.                                                        760,263             49,567

          Less:  Current portion                                              (373,618)           (31,970)
                                                                            ----------         ----------

          Capital lease obligations payable over 1 year                        386,645             17,597

          Unsecured Term Liability, repayable in NZ$                            44,881             50,666
                                                                            ----------         ----------

                                                                            $4,526,530         $1,872,229
                                                                            ==========         ==========

          The total interest expense for the year in relation to
          long term debt, was $368,379 ($158,104: 2000).

          Capital lease obligations are repayable as follows:
                  2001                                                         373,618             31,970
                  2002                                                         254,302             17,597
                  2003                                                         132,343                 --
                                                                            ----------         ----------

                                                                            $  760,263         $   49,567
                                                                            ==========         ==========

<CAPTION>
          Mortgage finance liabilities are repayable as follows:

                                                                                2001                2000
                                                                                  $                   $
<S>                                                                         <C>                <C>
          In less than 1 year                                                  599,864            171,561
          1 to 2 years                                                         679,516            185,174
          2 to 3 years                                                         770,596            199,867
          3 to 4 years                                                         874,831            215,726
          4 to 5 year                                                          851,376            232,844
          5 years and over                                                     918,685            970,355
                                                                            ----------         ----------
                                                                             4,694,868          1,975,527
                                                                            ==========         ==========
</TABLE>


                                                                         Page 16
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


8.   INDEBTEDNESS (Continued)

                                                     2001               2000
                                                       $                  $

     b)   Financing Facility                      $4,153,223         $7,502,880
                                                  ==========         ==========

          During  the year  ended  March 31,  2000  Sealcorp  Computer  Products
          Limited,  Sealcorp   Telecommunications  Group  Limited  and  Sealcorp
          Australia  Pty  Limited  (all   subsidiaries   of  the  company)  have
          successfully  renegotiated  their  financing  arrangements.   A  NZ$20
          million financing facility, secured by a registered first debenture on
          the assets and undertakings of these companies,  replaced the previous
          facility of similar terms, which was terminated during the period. The
          current  interest rate on this  facility is 7.3%.  Subsequent to March
          31, 2001 this facility has been terminated with all funds repaid.

     c)   Rental finance Liability

          Easy PC Rentals Limited (Easy PC), a subsidiary of Brocker  Technology
          Group Limited uses an  intermediary  finance  company  which  arranges
          finance for the purchase of equipment for its customers.

          On May 7 2001,  Easy PC invoked a clause in its Rental Recourse Dealer
          deed capping its recourse to 9% of amounts  outstanding  in respect of
          outstanding customer lease liabilities. The amount paid was $58,843.

          All existing and subsequent  agreements with the  independent  Finance
          company have no recourse.

9.   SHARE CAPITAL

     a)   Authorised

               Unlimited number of common shares
               Unlimited number of Preferred Shares
               10,000,000 Series A Preferred Shares
                  6 1/2% cumulative
<TABLE>
<CAPTION>
          Issued and outstanding                            2001              2000
                                                              $                 $
<S>                                         <C>         <C>               <C>
               Common shares                9(b)(i)      23,922,368         7,428,680
               Warrants Issued              9(b)(iii)             -        16,110,000
               Shares to be issued          9(b)(iv)      7,331,267           359,441

               Less:  Share issue costs                  (2,268,988)       (2,136,051)
                                                        -----------       -----------

                                                        $28,984,647       $21,762,070
                                                        ===========       ===========
</TABLE>

          As at March  31,  2001  1,015,421  shares  were  being  held in escrow
          pursuant to Escrow  Agreements  which  provide for the release of such
          shares on a performance  basis.  In the prior year 963,602 shares were
          held in escrow.


                                                                         Page 17
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


9.   SHARE CAPITAL

     b)   Share Transactions

     (i)  Common Shares
<TABLE>
<CAPTION>
                                                                        2001                              2000
                                                              Shares            Amount          Shares            Amount
<S>                                                         <C>               <C>             <C>              <C>
          Shares outstanding  - at March 31,                15,258,804        9,012,555       12,125,854        4,937,365

          Issue of shares for acquisition
          of 1World Systems Ltd (formerly
          Microchannel Ltd)                                         --               --           46,337           81,090

          Issue of shares for acquisition
          of Powercall Technologies
          Limited (Note b)(i)(ii))                             155,241          254,595               --               --

          Conversion of Preference shares                           --               --        1,884,613        2,450,000

          Exercise of share warrants                         3,928,000       16,295,000               --               --
          (Note b)(iii))

          Exercise of stock options                             15,000           17,700          177,000          261,600

          Shares issued pursuant to July,                           --               --        1,000,000        1,070,000
          2000 private placement

          Other shares issued                                       --               --           25,000          212,500
                                                          ---------------------------------------------------------------

          Shares issued - at March 31,                      19,357,045       25,579,850       15,258,804        9,012,555

          Acquisition shares held in
          escrow (Note(b)(i)(i), (ii) and                   (1,015,421)      (1,657,482)        (963,602)      (1,583,875)
          (iii))
                                                          ---------------------------------------------------------------

          Shares outstanding - at March
          31,                                               18,341,624       23,922,368       14,295,202        7,428,680

          Shares issueable in relation to
          Warrants (Note 9(b)(iii))                                 --               --        3,780,000       16,110,000
                                                          ---------------------------------------------------------------

          Shares and warrants outstanding
          - at March 31,                                    18,341,624       23,922,368       18,075,202     $ 23,538,680
                                                          ===============================================================
</TABLE>

          (i)  During 1998 share script was issued in respect of the acquisition
               of  Industrial   Communications  Service  Limited.  These  shares
               (760,500) are  currently  held in escrow and are only released as
               earn-out  provisions  are  achieved.  As at  March  31,  2001  no
               earn-out amounts have been achieved.


                                                                         Page 18
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


9.   SHARE CAPITAL (Continued)

     b)(i) Share Transactions (Continued)

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

               During  2001,  155,241  shares  were  issued  at $1.64  escrow in
               respect of earn-out targets achieved ($254,595).

               As at March 31,  2001  82,895  shares  were being held in escrow,
               103,422 having been released during the year.

          (iii)During 1999 additional  shares were issued,  at $1.75 in relation
               to the acquisition of Easy PC Computer Rentals Limited in respect
               to earn-out targets that were achieved.

               As at March 31,  2000  16,785 of these  shares were being held in
               escrow.

          (iv) During  2000,  46,337  shares were issued at $1.75 in relation to
               the acquisition of 1 World Systems Limited

     (ii) Preferred Shares
<TABLE>
<CAPTION>
                                                           2001                        2000
                                                   Shares        Amount        Shares         Amount
<S>                                                      <C>          <C>    <C>            <C>
          Series A shares outstanding at
          March 31,                                      --            --     2,450,000      2,450,000

          Converted to Common Shares                     --            --    (2,450,000)    (2,450,000)
                                                ------------------------------------------------------

          Series A shares outstanding at
          March 31,                                      --            --            --             --
                                                 =====================================================
</TABLE>

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

          During 2000, 2,450,000 shares were converted to common shares.

          During  2000  a  dividend  was  paid  at  6.5%  of  preferred   shares
          outstanding  at September  30,  1999.  No dividend was paid during the
          current financial year.


                                                                         Page 19
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


9 b) SHARE CAPITAL (Continued)

(iii) Warrants
<TABLE>
<CAPTION>
                                                 2001                         2000
     Warrants outstanding at March 31,   Number       Amount          Number        Amount
<S>                                    <C>                  <C>     <C>          <C>
     First Special Warrants                   --            --      1,800,000     4,860,000
     Half warrants                       900,000            --             --            --
     Second Special Warrants                  --            --      1,800,000    11,250,000
     Other Warrants                      852,000            --      1,000,000            --
     Agents Warrants                     486,000            --        486,000            --
     Agents Options                      228,400            --        228,400            --
                                      ----------    ----------     ----------    ----------

                                       2,466,400            --      5,314,400    16,110,000
                                      ==========    ==========     ==========    ==========
</TABLE>

          The  first  private  placement  occurred  on  December  15,  1999  and
          consisted of the issuance of 1,800,000  Special  Warrants  (the "First
          Special Warrants") at a price of $2.70 per First Special Warrant. This
          entitled  the holder  thereof to acquire one Common Share and one Half
          Warrant,  at no additional cost, at any time until 4:00 p.m. (Edmonton
          time) (the "First Expiry Time") on the earlier of:

               (i)  five days after the date the Company receives a receipt from
                    the  Alberta  Securities  Commission  for  the  filing  of a
                    prospectus; and

               (ii) December 15, 2000.

          Two  Half  Warrants   entitle  the  holder  thereof  to  purchase  one
          additional  Common  Share at a price of $3.15 per  Common  Share on or
          before June 15, 2001. As at March 31,2001 these half warrants have not
          been exercised.  The company has subsequent to year end,  extended the
          expiry dates of these warrants by one year.

          Other warrants were created as part of the private  placement that was
          undertaken in June 1999. These warrants entitles the holder thereof to
          acquire  1,000,000  Common  Shares,  at the cost of $1.25  per  Common
          Share, and expire on January 16, 2002. As at March 31, 2001 852,000 of
          these warrants were outstanding.

          In addition  to the fee paid in  connection  with the  offering of the
          First Special  Warrants,  the Company also granted Agents  Warrants to
          acquire  486,000  Common  Shares  at a price of $3.15  per share on or
          before June 15, 2001.  The company has subsequent to year end extended
          the expiry date of these  warrants  by one year.  As at March 31, 2001
          none of these warrants have been exercised.


                                                                         Page 20
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


9.   Share Transactions (Continued)

          Warrants (Continued)

          In addition to the Agent's and Sub-Agents',  fee, the Company has also
          granted  to the  Agent an  option  entitling  the  Agent to  acquire a
          further option  exercisable to acquire in the aggregate 200,000 Common
          Shares of the  Company  at a price of $6.25  per  Common  Share  until
          January 21, 2002,  and granted to the  Sub-Agents an option to acquire
          an  aggregate  of 28,400  Common  Shares at a price of $6.25 per share
          until January 21, 2002.

          As at March 31, 2000 no Agents Warrants or Options had been exercised.

          On April 11,  2001 the company by special  resolution  agreed to grant
          300,000  warrants to Kaufmann Bros. L.P under an agreement  originally
          entered into in October 2000 to provide capital planning and financial
          services to the group. The warrants were issued in 3 parcels of 100,00
          shares with exercise prices of USD $2, $3, $4 per share.


     (iv) Shares to be issued (2001: $7,331,267, (2000: $359,441))

          At March 31,  2001  there  were  1,393,573  shares due to be issued in
          relation  to the  acquisition  of Generic  Technology  Limited.  These
          shares have been at $3.99,  being the market  value of these shares as
          at October 13, 2000 being the date the acquisition was agreed.

          Also at March  2001,  there  were  223,357  shares due to be issued in
          relation to the acquisition of Certus Consulting Limited. These shares
          have been valued at $7.00, being the price guaranteed  pursuant to the
          terms of the acquisition of this company.

          Also at March 31,  2001 and 2000  there were  17,652  shares due to be
          issued in relation to the earn out of 1World  Systems  Limited.  These
          shares  have been  valued at $11.75,  being the market  value of these
          shares as at March 31,  2000 being the date the  conditions  for their
          issue were met.

          At March  31,  2000  there  were  103,422  shares  due to be issued in
          relation  to the earn out of  Powercall  Technologies  Limited.  These
          shares  have been  valued at $1.47  being  the  market  value of these
          shares as at June 30,  1999  being the date the  conditions  for their
          issue were met. These shares have now been issued.



                                                                         Page 21
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


9.   SHARE CAPITAL (Continued)

     c)   Unexercised Options

<TABLE>
<CAPTION>
                                                               2001                         2000
                                                      Number          Amount       Number          Amount
<S>                                                 <C>                <C>         <C>              <C>
          Options outstanding at March 31,          1,318,000          $4.11       889,000          $1.56

          Granted                                     695,000          $7.55       696,000          $6.36

          Exercised                                   (15,000)         $1.18      (177,000)         $1.48

          Forfeited                                        --             --       (90,000)         $1.46
                                                   ------------------------------------------------------

          Options outstanding at March 31,          1,998,000          $5.33     1,318,000          $4.11
                                                   ======================================================
</TABLE>

          As at March 31, 2001 all outstanding options are able to be exercised.

          Options held by the  Directors of the Company  (750,000:  2000) are as
          follows:

          -------------------------------------------------------------------
              Number of options       Exercise price         Expiry date
          -------------------------------------------------------------------
              145,000                        $1.18            01/12/01
          -------------------------------------------------------------------
               57,000                        $1.31            01/12/01
          -------------------------------------------------------------------
               30,000                        $1.90            11/20/02
          -------------------------------------------------------------------
               50,000                        $1.50            11/30/03
          -------------------------------------------------------------------
              118,000                        $1.41            07/02/04
          -------------------------------------------------------------------
               50,000                        $7.40            03/31/05
          -------------------------------------------------------------------
              200,000                       $11.25            02/29/05
          -------------------------------------------------------------------
              100,000                       $11.25            02/29/05
          -------------------------------------------------------------------
               50,000                       $11.25            02/29/05
          -------------------------------------------------------------------
               50,000                        $8.45            08/21/05
          --------------------------------------------
              850,000                        $6.20
          --------------------------------------------

          Options are held by employees of the Group as follows (568,000: 2000):

          -------------------------------------------------------------------
              Number of options       Exercise price         Expiry date
          -------------------------------------------------------------------
              228,000                        $1.41            07/02/04
          -------------------------------------------------------------------
              300,000                        $1.90            11/20/02
          -------------------------------------------------------------------
               25,000                        $1.18            12/01/02
          -------------------------------------------------------------------
               50,000                        $8.45            08/21/05
          -------------------------------------------------------------------
              545,000                        $7.40            03/31/05
          --------------------------------------------
            1,148,000                        $4.68
          --------------------------------------------

          There are no  criteria  that need to be met before the  Options can be
          exercised by the holder. Options are forfeited in the event the holder
          ceases to be a  Director  or  employee  of the  Company  or one of its
          subsidiaries.

          As part of the groups  restructuring  plan 15 employees  who had stock
          options were made redundant. As a consequence their share options were
          forfeited.  Forfeited  shares  subsequent  to  March  31,  2001 are as
          follows

          -------------------------------------------------------------------
              Number of options       Exercise price         Exercise Date
          -------------------------------------------------------------------
              270,000                        $7.40            03/31/05
          -------------------------------------------------------------------
              178,000                        $1.41            07/02/04
          -------------------------------------------------------------------
               90,000                        $1.90            11/20/02
          -------------------------------------------------------------------
               50,000                        $1.50            11/30/03
          -------------------------------------------------------------------
              588,000
          ---------------------


                                                                         Page 22
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


     d)   Loss Per Common Share

          Loss  per  share  has been  calculated  on the  basis of the  weighted
          average number of common shares outstanding for the year. No dividends
          were paid on preferred  shares  during 2001,  however,  net income was
          adjusted  for  dividends  paid  on  preferred  shares  during  2000 of
          $152,743.

                                                             2001         2000
          ----------------------------------------------------------------------

          Weighted average number of shares              18,285,584   13,756,593
          Net (loss)/income attributable to
          shareholders after deduction of preference
          dividends                                     (19,309,275)   (581,771)

          Basic (loss)/earnings per share                    ($1.06)     ($0.04)
          ----------------------------------------------------------------------

          For the current,  and previous,  financial year the effect on earnings
          per share of the exercise of outstanding options and warrants, for the
          calculation of fully diluted earnings per share, is anti-dilutive.


                                                                         Page 23
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


10.  INCOME TAX

     Income tax expense  attributable to income from earnings was $1,301,940 and
     $(2,824)  for the years ended March 31,  2001 and 2000,  respectively,  and
     differed from the amounts computed by applying the Canadian income tax rate
     of 44.6% to pretax  income from  continuing  operations  as a result of the
     following:

<TABLE>
<CAPTION>
                                                                     2001               2000
                                                                       $                  $
<S>                                                               <C>              <C>
          Expected income tax expense calculated at the
          Statutory Rate on Earnings before Taxation              (8,611,937)        (192,606)

          Income tax expense
             Amortisation of goodwill                              1,476,710          123,311
             Write back of prior year tax assets                   1,569,873               --
             Tax losses not recognised by virtue of                6,687,796               --
               uncertainty of recoverability
             Adjustment for foreign tax rates                        179,498           41,322
             Other                                                        --           25,149
                                                                  ----------       ----------

                                                                   1,301,940           (2,824)
                                                                  ==========       ==========

          Total income tax expense is made up of:

          Current taxation expense                                 1,354,766           17,775
          Future taxation expense                                    (52,826)         (20,599)
                                                                  ----------       ----------

                                                                   1,301,940           (2,824)
                                                                  ==========       ==========

     The  significant  components of future income tax expense  attributable  to
     income from  continuing  operations  for the years ended March 31, 2001 and
     2000 are as follows:

          Future tax expense (exclusive of the effects of
          other components below)                                    (52,826)         (20,599)

               Adjustments to future tax assets and
               liabilities for enacted changes in laws and
               rates                                                      --               --

               Increase (decrease) in beginning-of-the-year
               balance of the valuation allowance for future
               tax assets                                                 --               --
                                                                  ----------       ----------

                                                                     (52,826)         (20,599)
                                                                  ==========       ==========
</TABLE>


                                                                         Page 24
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


10.  INCOME TAX (Continued)

     The tax  effects of  temporary  differences  that give rise to  significant
     portions of the future tax assets and future tax  liabilities  at March 31,
     2001 and 2000 are presented below.

                                                            2001           2000
                                                              $              $

     Future tax assets:
       Accounts receivable principally due to
       allowance for doubtful accounts                     73,018        77,436

       Inventories, principally due to allowance
       for obsolescence                                   153,660       136,695


       Compensated absences, principally due to
       accrual for financial reporting purposes           260,858       205,935

       Share issue costs                                       --       952,679

       Net operating loss carryforwards                        --       345,291

       Other                                               79,648        13,304
                                                      -----------   -----------

     Total gross future tax assets                        567,184     1,731,340

     Less valuation allowance                                  --      (952,679)
                                                      -----------   -----------

     Net future tax assets                                567,184       778,661
                                                      ===========   ===========

     Future tax liabilities:
     Plant and equipment, due to differences in
     depreciation                                              --       (85,077)
                                                      -----------   -----------

     Total future tax liability                       $        --   $   (85,077)
                                                      ===========   ===========

     In assessing the realisability of future tax assets,  management  considers
     whether it is more likely  than not that some  portion or all of the future
     tax assets will not be  realized.  The ultimate  realization  of future tax
     assets is dependent upon the generation of future taxable income during the
     periods in which those temporary differences become deductible.

     Management  considers  the  scheduled  reversal of future tax  liabilities,
     projected future taxable income, and tax planning strategies in making this
     assessment.  In order to fully  realize  the future tax asset,  the Company
     will  need to  generate  future  taxable  income.  Based  upon the level of
     historical  taxable income and  projections  for future taxable income over
     the periods which the future tax assets are deductible, management believes
     it is more likely than not the Company  will  realize the benefits of these
     deductible   assets.   The  amount  of  the  future  tax  asset  considered
     realizable,  however,  could be  reduced in the near term if  estimates  of
     future taxable income during the carryforward period are reduced.

     At March 31, 2001, the Company has operating  losses which are available to
     offset future taxable income, in New Zealand, subject to minimum continuity
     of shareholding tests.


                                                                         Page 25
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


11.  RELATED PARTY TRANSACTIONS

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

          As at March 31, 2001 the amount  outstanding was $537,267,  ($540,115:
          2000).  Interest of $13,284  ($17,066:  2000) was  charged  during the
          year.  This  balance is  included  in other  receivables.  The maximum
          amount  outstanding  during  the year in  respect  of these  loans was
          $606,284.  Subsequent to year end amounts owing by the Vice  Chairman,
          of $190,399, have been repaid by way of share cancellation. The number
          of shares  cancelled was equivalent to the loan balance divided by the
          market price on the day of cancellation.

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

          All loans to directors  and officers of the company are full  recourse
          loans

     b)   During the year to March 31, 2001  payments of $80,720  have been made
          to Chamberlain  Hutchison the Company's  Canadian based legal advisor.
          During the prior  year  Andrew  Chamberlain,  a  Principal/Partner  of
          Chamberlain Hutchison, was appointed a Director of the Company.

     c)   On the acquisition of Generic Technology Limited  ("Generic") James Ah
          Koy, a Director  and  principal  of Kelton  Investments  Limited,  the
          previous  shareholder  of  Generic,  was  appointed  a Director of the
          Company.  During the year a payment of  $1,493,325  was made to Kelton
          Investments  Limited  in  relation  to this  acquisition  and  further
          payments are to be made as disclosed in Notes 3 and 16.

     d)   During the prior year, the Group provided an interest free  short-term
          advance to the Vice Chairman of the Company.  The balance  outstanding
          at March 31, 2000 was $4,230 , but was fully repaid at 31 March 2001.

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

     Unless otherwise stated the maximum amount  outstanding during the year was
     the balance at March 31, 2001 or March 31, 2000.


                                                                         Page 26
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


12.  EMPLOYEE SHARE OWNERSHIP PLAN / LOANS TO EMPLOYEES

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

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

     As at March 31, 2001 the  amounts  outstanding  in respect of these  shares
     amounted  to  $54,600   ($86,939:   2000)  and  is  included  within  other
     receivables. Interest of $ 6,705 ($11,167: 2000) was charged on these loans
     during  the  year.  These  loans  have  been  fully  repaid by way of share
     cancellation subsequent to year end.

     The maximum amount outstanding during the year was $54,600 ($86,939: 2000)

13.  SEGMENTED OPERATIONS

     The Group operates in three geographical segments,  New Zealand,  Australia
     and Pacific.  The Canadian operations shown relate to administrative  items
     only.

     The reporting of all business segments is consistent with those reported in
     the prior year,  including  Vendor Services and  Application  Hosting which
     have been renamed to better reflect the operations of the segments.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
     2001      ($)                                   Canada      New Zealand        Australia          Pacific           Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>               <C>             <C>             <C>
     Sales                                               --       80,084,455        3,058,457       16,259,322      99,402,234
------------------------------------------------------------------------------------------------------------------------------------
     Net profit/(loss)                             (691,494)     (18,381,255)        (787,741)         551,215     (19,309,275)
------------------------------------------------------------------------------------------------------------------------------------
     Depreciation and amortisation                  205,246        5,674,962          401,812          454,706       6,736,726
------------------------------------------------------------------------------------------------------------------------------------
     Net interest expense                           (82,733)        (427,917)         264,990          283,995          38,335
------------------------------------------------------------------------------------------------------------------------------------
     Identifiable assets                         10,226,379       16,964,688               --       22,470,553      49,661,620
------------------------------------------------------------------------------------------------------------------------------------
     Capital asset expenditure                           --          283,289               --          483,658         766,947
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
     2000      ($)                                   Canada      New Zealand        Australia          Pacific           Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>               <C>             <C>             <C>
------------------------------------------------------------------------------------------------------------------------------------
     Sales                                               --       86,182,388       49,471,791               --     135,654,179
------------------------------------------------------------------------------------------------------------------------------------
     Net profit/(loss)                                   --       (1,000,852)         571,824               --        (429,028)
------------------------------------------------------------------------------------------------------------------------------------
     Depreciation and amortisation                       --        1,615,994          166,489               --       1,782,483
------------------------------------------------------------------------------------------------------------------------------------
     Net interest expense                           (67,056)         279,584          241,305               --         453,833
------------------------------------------------------------------------------------------------------------------------------------
     Identifiable assets                          6,796,721       42,633,492       12,098,342               --      61,528,555
------------------------------------------------------------------------------------------------------------------------------------
     Capital asset expenditure                           --          936,416          150,464               --       1,086,880
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The  Group  principally  operates  in four  industry  segments,  being  the
     divisions by which the Group is managed, as follows:

          o    Distribution and sale of computer and telecommunications hardware
               and software ("Vendor Services");

          o    The hosting of client  hardware and software  services  including
               the   provision  of  technical   support  and  services  for  the
               Technology Industry ("Application Hosting");

          o    Software   application   design  and  development   ("Application
               Development") ; and

          o    Provision  of  professional  consulting  services  ("Professional
               Services").


                                                                         Page 27
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


13.  SEGMENTED OPERATIONS (Continued)

     The   corporate   services   operation   shown   relates  to  the   Group's
     administrative functions in New Zealand, Australia, and Canada.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                      Vendor        Application    Application    Professional      Corporate
     2001       ($)                  Services         Hosting      Development      Services         Services         Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>             <C>             <C>            <C>            <C>
     Sales                          75,495,933         979,046       3,374,708      19,527,422          25,125      99,402,234
------------------------------------------------------------------------------------------------------------------------------------
     Intersegment revenue              385,901        (212,626)             --        (106,413)        (66,862)             --
------------------------------------------------------------------------------------------------------------------------------------
     Net profit/(loss)              (1,311,119)       (995,185)     (3,420,285)        269,792     (13,852,478)    (19,309,275)
------------------------------------------------------------------------------------------------------------------------------------
     Depreciation and                  760,782          55,551       1,430,307         511,497       3,978,589       6,736,726
     amortisation
------------------------------------------------------------------------------------------------------------------------------------
     Net interest expense              (67,933)         55,469         346,733         240,667        (536,601)         38,335
------------------------------------------------------------------------------------------------------------------------------------
     Identifiable assets            21,865,108      (1,033,706)     (1,032,745)     20,248,657       9,614,306      49,661,620
------------------------------------------------------------------------------------------------------------------------------------
     Capital asset                          --              --              --         483,658         283,289         766,947
     expenditure
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                      Vendor        Application    Application    Professional      Corporate
     2000       ($)                  Services         Hosting      Development      Services         Services         Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>             <C>             <C>            <C>            <C>
     Sales                         126,028,802       2,687,771       1,406,155       5,528,550           2,901     135,564,179
------------------------------------------------------------------------------------------------------------------------------------
     Intersegment revenue              673,636         (44,729)         (6,470)       (622,437)             --              --
------------------------------------------------------------------------------------------------------------------------------------
     Net profit/(loss)               1,814,532        (154,154)     (1,108,803)       (664,677)       (315,926)       (429,028)
------------------------------------------------------------------------------------------------------------------------------------
     Depreciation and                  142,913          50,341         552,218         366,206         670,805       1,782,483
     amortisation
------------------------------------------------------------------------------------------------------------------------------------
     Net interest expense              135,204          43,118         319,984         165,278        (209,751)        453,833
------------------------------------------------------------------------------------------------------------------------------------
     Identifiable assets            39,882,005         667,427       1,536,333       2,193,936      17,248,854      61,528,555
------------------------------------------------------------------------------------------------------------------------------------
     Capital asset                      81,880          43,455           9,326         548,342         403,877       1,086,880
     expenditure
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     During  2001 the  group  conducted  business  with a single  customer  that
     accounted for revenue of $29,601,536 ($23,098,677:  2000). This revenue was
     generated in New Zealand by the Vendor Services segment.


                                                                         Page 28
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


14.  NOTES TO CASH FLOWS STATEMENT

     Reconciliation of net profit and cash flow from operating activities

<TABLE>
<CAPTION>
                                                                 2001             2000
                                                                   $                $
<S>                                                           <C>              <C>

          Net Earnings for the year                  Note    (19,309,275)       (429,028)

          Add/(Less) non cash items:
          Depreciation and amortisation                        6,736,726       1,782,483
          Loss of associated company                              27,290          83,180
          Minority interest                                      133,764              --
          Loss on sale of capital assets                              --         443,038
          Future taxation expense                                (52,826)        (20,599)

          Impact of changes in working capital items:
          Decrease/(Increase) in accounts receivable
            and prepayments                                   (3,682,396)        474,427
          Increase in taxation receivable                      2,804,353        (236,427)
          Increase in inventories                                599,852      (6,144,101)
          (Decrease)/Increase in accounts payable,
           financing facility and accrued liabilities          9,656,794      (1,435,425)
                                                              ----------      ----------

          Net cash flow from operating activities             (3,085,718)      5,482,452
                                                              ==========      ==========
</TABLE>

15.  FINANCIAL INSTRUMENTS

     Currency Risk

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

     i)   Currency

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

          No forward  exchange  contracts  were  entered into during the current
          financial year (nil: 2000).

     ii)  Concentration of credit risk

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


                                                                         Page 29
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


15.  FINANCIAL INSTRUMENTS (Continued)

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

     ii)  Interest Rate Risk

          The  Group  has  adopted a policy of  ensuring  that its  exposure  to
          changes in interest  rates is on a floating  rate  basis.  The Company
          does not hedge against interest rate fluctuations.

     iv)  Fair Values

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

16.  COMMITMENTS

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

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


                                                                         Page 30
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


16.  COMMITMENTS (Continued)

          As at March 31, 2001 the following earn-outs were in existence.

          Subsidiary                   Acquisition price and earn-out provisions

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

          Generic Technology Group     This  purchase  is to be  paid  by way of
                                       issuing  1,393,770  common shares (valued
                                       at  $3.99   each)   with  an   additional
                                       5,973,300  paid by cash over  four  equal
                                       installments.  As at March  31,  2001 the
                                       first  installment of $1,493,325 has been
                                       paid  and a  second  installment,  due on
                                       October 13, 2001,  has been accrued.  The
                                       two final  installments are to be paid on
                                       June 30, 2002 and 2003 and are subject to
                                       achieving  certain earn-out  targets.  An
                                       additional   350,000  shares  are  to  be
                                       issued  to  senior  management  of Datec,
                                       upon  completion.   The  issue  of  these
                                       shares   is    currently    subject    of
                                       negotiation.

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

          Certus Consulting Limited    Certus  Consulting  Ltd. was purchased by
                                       the   company   for   $1,563,500.    This
                                       consideration  is being  met by the issue
                                       of 223,357  shares at $7 each. As a March
                                       31,  2001 these  shares  were still to be
                                       issued.  The sale and purchase  agreement
                                       provided a purchase  price  guarantee the
                                       effect  of which  would,  at the  current
                                       share  price,  result  in  the  issue  of
                                       2,605,833 shares. The Company retains the
                                       right to settle this  acquisition  by way
                                       of  cash  payments  equaling  $1,563,500.
                                       Settlement   is  by  way  of  four  equal
                                       installments,  the first  falling  due on
                                       August 31,  2001,  the final  three being
                                       due on November,  30, 2001,  February 28,
                                       2002 and May 31, 2002.

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

          1 World Systems Limited      Shares to be held in escrow based on cash
                                       flow  earned for the year ended March 31,
                                       1999. Earn-out based on defined cash flow
                                       earned in financial years ended March 31,
                                       2001 - 2002 (Note 3).

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


                                                                         Page 31
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


16.  COMMITMENTS (Continued)

     Based on the latest  available  information,  the directors  have estimated
     that the  maximum  number of  shares  that  could  potentially  be  issued,
     including those currently in escrow, under the earn-out agreements referred
     to in Note 3 and above, is 2.0 million common shares.  The number of shares
     that will ultimately be issued is dependent upon the subsidiaries concerned
     achieving their respective earn-out criteria.

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

                2001            $  681,426
                2002            $  435,506
                2003            $  185,716
                Thereafter      $  230,978

17.  CONTINGENT LIABILITIES

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

     One specific  dispute is between  Datec  (Fiji)  Limited,  a subsidiary  of
     Generic Technology  Limited,  and the Fiji based Colonial Bank. The dispute
     has arisen from Datec (Fiji)  seeking  costs from Colonial Bank in relation
     to a stalled contract.  Colonial Bank has  counter-claimed  FJD$2.6 million
     which the  Directors  consider  is  without  merit  and will be  vigorously
     defended.  A provision for all anticipated costs in relation to this matter
     has been made.

18.  DISCONTINUTED OPERATIONS

     Sealcorp Australia Pty Limited

     On February 15 2001, the company  internal  audit  division  discovered the
     existence  of a  management  fraud.  On  quantifying  the loss a management
     decision  was  made  to  immediately   cease  trading  and  receivers  were
     appointed.

     The  effect  on  the  Groups  position  as a  result  of  the  discontinued
     activities was:

     The company had  contributed  revenue of $49,471,791 in 2000.  Revenues and
     cost of sales have been excluded  from the financial  results for 2001 as a
     result of uncertainty in accurately  determining these amounts.  At balance
     date the company had a net deficit,  included in the statement of financial
     position, of $580,000.

     Sealcorp Computers Products Limited

     As a consequence of the decision to appoint receivers as outlined above has
     directly and adversely impacted on Sealcorp Computer Products Limited.

     As a consequence the company has effectively ceased trading on February 28,
     2001 and has entered into a managed wind down of its  operations  realising
     the companies assets and repaying liabilities.

     The  effect  on  the  Groups  position  as a  result  of  the  discontinued
     activities was:

     The company contributed revenue to the group of $18,738,810 in revenue that
     contributed  $700,000  to the  group  operating  loss for the year to March
     2001. The company did not have any term assets or  investments.  The effect
     on the  statement  of  financial  position has been to reduce the amount of
     current assets and liabilities on hand at year end.


                                                                         Page 32
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


19.  SUBSEQUENT EVENTS

     Share Consolidation

     Subsequent to year end the common  shares of the company were  consolidated
     and began trading on this basis on the NASDAQ and Toronto  stock  Exchanges
     on April 30 2001.

     The  share  consolidation  was  completed  on a one for four  basis.  After
     consolidation  the  company has  4,839,261common  shares.  All  outstanding
     options and other pending share transactions are adjusted accordingly.

     Restructuring Plan

     As part of a restructuring plan announced in February 2001, the company has
     completed the sale of two subsidiaries and surplus real estate as follows:

     Industrial Communication Services Limited

     Certain assets of this company were sold to Accord  Customer Care Solutions
     Pte Limited ( Singapore ) on June 1, 2001 for $568,392 (NZD$865,000).

     A gain on sale of  $199,612  has  been  included  in the  financial  period
     subsequent to March 31, 2001.

     Powercall Technologies Limited

     The  company's  call  center  assets were sold on May 7 2001 for a price of
     NZD$8,000  and the  business  discontinued.  This sale was at the  carrying
     value of the assets sold.

     Sale of surplus land

     On April 20 2001, the company sold 7,826m2 of land holdings at its premises
     in Auckland New Zealand for $366,005 (NZD$557,000).

     The proceeds obtained from the above initiatives have been used for working
     capital and debt reduction.

     Termination of contract with Telecom New Zealand

     Sealcorp Telecommunications Group Limited gave, on June 12, 2001,one months
     notice to  withdraw  from its  contract  to  distribute  mobile  phones for
     Telecom New Zealand  Limited.  This withdrawal was due to the company being
     unable to make economic  returns under the existing  contract terms. In the
     year to March 31, 2001  Sealcorp  Telecommunication  generated  revenues of
     $54,998,707 (NZD$83,699,143).

     Sale of Easy PC Limited

     At the  date of  these  accounts  the  Group  had  entered  into a Heads of
     Agreement to sell Easy PC Computer Rentals Limited.  This subsidiary leases
     computer hardware and software to domestic and commercial  clients on short
     and medium term contracts.

     Funding Facility

     Subsequent  to March 31, 2001  following  the decision to withdraw from the
     distribution  business the company terminated its funding  arrangement with
     the  National  Bank of New  Zealand.  All  indebtedness  under the  funding
     facility was repaid by July 2001.


                                                                         Page 33
<PAGE>

BROCKER TECHNOLOGY GROUP LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


19.  SUBSEQUENT EVENTS (Continued)

     Sale of Property

     Subsequent  to year  end the  Group  placed  the New  Zealand  head  office
     property at Kahika Road  Beachhaven  on the market  with the  intention  to
     sell. The property has a cost of $2,759,372 (NZD$4,314,215).

     Extension of Warrants

     Subsequent to year end the company announced that it has extended to expiry
     date of certain of its  outstanding  Share Purchase  Warrants from June 15,
     2001 until June 15, 2002. A total of 346,500 Share  Purchase  Warrants with
     an exercise  price of $12.60 CDN (on a  consolidated  basis) were issued as
     part of Brocker's Special Warrant private  placement  completed in December
     of 1999.  Given the  current  market  price,  it was  decided to extend the
     Warrants for an  additional  year in order to increase the chances of their
     being exercised.

20.  OTHER OPERATING EXPENSES AND INCOME
<TABLE>
<CAPTION>
     Other operating expenses of $15,181,869 includes the following:                     2001
                                                                                           $
<S>                                                                                   <C>
         Write down of amounts owing from Sealcorp Australia Pty Limited              4,271,415
         Impairment provision in relation to Highway Technologies Limited               842,993
         Costs accrued in relation to discontinuing operations                        2,600,000
</TABLE>

     Other income is made up as follows:
<TABLE>
<CAPTION>
                                                                      2001               2000
                                                                        $                  $
<S>                                                                                     <C>
     Interest Received                                             1,679,075            668,754
     Foreign Exchange Gain/(Loss)
     - realised                                                     (168,864)                --
     - unrealised                                                     48,420                 --
                                                                   ---------          ---------
                                                                   1,558,631            668,754
                                                                   =========          =========
</TABLE>

21.  COMPARATIVE FIGURES

     Certain  comparative figures have been reclassified to confirm with current
     year presentation.


                                                                         Page 34