SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549
                                  FORM 10-KSB/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.
     For the fiscal year ended                June 30, 2000
                               ------------------------------------------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934.
     For the transition period from                     to
                                    -------------------------------------------
     Commission file number                          0-27059
                            ---------------------------------------------------


                            FLEXEMESSAGING.COM, INC.
                 (Name of Small Business Issuer in its charter)


                    Idaho                               82-0485978
--------------------------------------------------------------------------------
       (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

Level 27 Grosvenor Place, 225 George Street, Sydney, Australia          NSW 2000
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)


                              (011) 61 2 9250 8888
                              --------------------
                           (Issuer's telephone number)


     Securities to be registered pursuant to Section 12(b) of the Act: None

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

                                  COMMON STOCK

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: Revenues for the fiscal
year ended June 30, 2000 totaled $10,945,636.

As of February 2, 2001, there were 10,200,000 shares of Common Stock outstanding
and the aggregate market value of such Common Stock (based upon the closing bid
price on such date) of the Registrant held by non-affiliates was approximately
$3,070,200.

Documents incorporated by reference:  None

Transitional Small Business Disclosure Format (check one):
[  ] YES   [X] NO


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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART I........................................................................3

Item 1.   Description of Business.............................................3

Item 2.   Description of Property............................................15

Item 3.   Legal Proceedings..................................................15

Item 4.   Submission of Matters to a Vote of Security Holders................15

PART II......................................................................16

Item 5.   Market for Common Equity and Related Stockholder Matters...........16

Item 6.   Management's Discussion and Analysis...............................16

Item 7.   Financial Statements (see Part F/S below)..........................21

Item 8.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure...............................................21

PART III.....................................................................22

Item 9.   Directors, Executive Officers, Promoters and Control Persons.......22

Item 10.  Executive Compensation.............................................23

Item 11.  Security Ownership of Certain Beneficial Owners and Management.....25

Item 12.  Certain Relationships and Related Transactions.....................26

Item 13.  Exhibit Index......................................................27


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                                     PART I

     The Company cautions readers regarding certain forward looking statements
in the following discussion and elsewhere in this document or any other
statement made by, or on the behalf of the Company, whether or not in future
filings with the Securities and Exchange Commission. Forward-looking statements
are not based on historical information but relate to future operations,
strategies, financial results or other developments. Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Company's control and many of which,
with respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward looking
statements made by, or on behalf of, the Company. The Company disclaims any
obligation to update forward-looking statements.

ITEM 1.   DESCRIPTION OF BUSINESS

     Flexemessaging.com, Inc. was formed under the laws of the State of Idaho on
August 29, 1957 under the name of Siler Equipment Sales, Inc. to salvage and
sell scrap metal, mine timber and related mining products (the "Company").
Thereafter, the name of the Company was changed to American Network
Technologies, Inc. on February 20, 1996, to Piazztec International, Inc. on June
18, 1997 and Siler Ventures, Inc. ("SVI") on February 23, 1998. On February 15,
1999, the Company changed its name to Flexemessaging.com, Inc. to better reflect
the new industry in which it now operates.

     On February 5, 1999, SVI entered into an acquisition agreement (the "Merger
Agreement") with Trade Wind Communications Limited ("TWC"), a Bermudan
corporation listed on the Canadian Ventures Exchange, to purchase all of its
business assets, consisting of the stock of Trade Wind Group Pty Limited
("TWG"), a wholly-owned subsidiary of TWC, incorporated on September 6, 1988
under the laws of Australia. SVI was a non-operating public shell with no
tangible assets and 1.1 million shares of common stock outstanding, consisting
of 500,000 shares held by the former shareholders of SVI and 600,000 shares held
by or for the benefit of Atlantic International Capital Holdings Ltd., a
corporation located in Bermuda ("AICH"), in part consideration for services
rendered and in contemplation of future services to be rendered. This merger of
TWG and SVI (a non-operating public shell with a tangible asset value of nil)
resulted in TWG having actual or effective operating control of the combined
Company after the transaction. As a result, this transaction has been treated as
a capital transaction in substance, rather than a business combination and has
been accounted for as a reverse acquisition. Any references to past
accomplishments of the Company and its financial information, prior to the
acquisition, relate solely to TWG, as combined, since SVI (now known as
Flexemessaging.com, Inc.) has been inactive for several years. SVI acquired the
assets of TWG in exchange for the issuance of 8.8 million shares of common stock
of the Company. This valuation was based on arms length negotiation driven by
ultimate ownership principles. A forward valuation (a valuation arrived at by
applying a revenue multiple to the Company's future revenue stream) based on
future revenues was determined and from this capitalization model, the total
outstanding common stock was calculated. Thereafter, the respective equity
ownership positions were negotiated. SVI has continued the operations of TWG as
a wholly owned operating subsidiary.

     In January 1998, TWC entered into an agreement with AICH (the "US
Acquisition Agreement") to perform two tasks. First, AICH was to identify an
acquisition target and secondly, AICH was to arrange for funding for TWC and its
controlled entities pending completion of the acquisition of the acquisition
target. Pursuant to that agreement, AICH identified SVI as an acquisition
vehicle/target and assisted the Company and TWC in structuring and concluding
the reverse acquisition. AICH was also to assist the Company in raising
$3,660,000 through the sale of the Company's common stock utilizing private
placements. The transaction that resulted from the implementation of the US
Acquisition Agreement between all the parties was documented in the Merger
Agreement. As a condition of the Merger Agreement with AICH, 600,000 shares of
the Company's common stock were to be issued to AICH consisting of (i) 559,016
performance shares to be held in escrow until earned upon arranging future
financing to fund the Company's operating needs, and (ii) 40,984 shares for
services rendered by AICH to assist TWC in raising capital to negotiate and
complete the merger transaction. However, the former entity, SVI, erroneously
issued these shares as part of its reorganization and reverse stock split
undertaken prior to the execution of the Merger Agreement, rather than holding
the shares in reserve for issuance. For this reason, the Company and AICH


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entered into a Lock Up Agreement whereby the 559,016 performance shares were to
be placed in escrow and released from the restrictions set forth in the Lock Up
Agreement in proportion to the funds raised by AICH, subject to a minimum of $1
million being raised. The Lock Up Agreement also specifically provided that the
shares were not to be transferred, assigned or otherwise disposed of. However,
AICH did not raise the prescribed funds in the prescribed time period and the
Company and AICH mutually agreed to terminate their relationship as of May 10,
2000 under the terms of a Deed of Release.

     The following outlines in chronological order the relationship and
transactions with AICH:

     o    January 1998, TWC, TWG and AICH entered into the US Acquisition
          Agreement under which AICH was to assist TWC in locating and acquiring
          a US public shell company (an acquisition target) for the purpose of
          transferring the stock of TWG into this US acquisition target with the
          new acquisition target stock being issued in exchange for the TWG
          stock

     o    February 5, 1999, the Company, TWC, TWG and AICH, entered into the
          Merger Agreement under which AICH, pursuant to the terms of its
          Consulting Agreement set forth in Schedule 4 to the Merger Agreement,
          was to advise and consult the Company regarding the US market and
          raising capital in the US market. AICH additionally agreed to raise
          $3,660,000 through private placements for the benefit of the Company.
          AICH would receive commissions and performance shares of the Company
          based upon the funds raised.

     o    In February 1999, as part of its reorganization and reverse stock
          split undertaken in contemplation of and in order to give effect to
          the merger, SVI, the former entity and shell company, issued 600,000
          shares of SVI to AICH.

     o    In March 1999, the Company and AICH entered into a Lock Up Agreement
          restricting 559,016 of the 600,000 previously issued shares of SVI and
          seeking to place these shares in escrow with the Company upon return
          of these erroneous issued shares by AICH until such time as the shares
          were earned by the performance of AICH. For each $1 raised by AICH for
          the Company, the Company would release 0.1641061 shares from escrow as
          earned. However, AICH never returned the 559,016 shares to the Company
          to be held in escrow.

     o    Prior to March 1999, AICH assisted TWC in raising funds to meet its
          working capital requirements through the negotiation and completion of
          the merger pursuant to the terms of the US Acquisition Agreement. AICH
          raised funds through convertible notes entitling the holders to
          convert such notes into shares of capital stock of TWC. As a result of
          placing these convertible notes, AICH was entitled to receive a
          commission in the form of 40,984 performance shares of SVI, the
          acquisition target, upon completion of the merger. The 40,984 shares
          were issued by SVI to AICH as part of the 600,000 share issuance in
          February 1999. These shares were excluded from the terms of the Lock
          Up Agreement and are not attributable to the $1 million minimum
          funding threshold thereof.

     o    In March 1999, AICH raised $750,000 through a private placement and
          would be entitled to the release of 123,079 performance shares from
          the restrictions set forth in the Lock Up Agreement upon meeting the
          $1 million minimum funding threshold.

     o    Prior to April, the Company and AICH had numerous discussions
          regarding the lack of capital funds and the Company extended the 70
          day deadline originally granted to AICH under the Merger Agreement to
          raise the funds until June 30, 2000.

     o    However, on May 10, 2000, the Company and AICH mutually agreed to
          enter into a Deed of Release formally terminating their relationship.
          As of May 10, 2000, AICH had only raised $750,000 and thus fell short
          of the $1 million minimum funding threshold to qualify for all of the
          previously issued performance shares.

     o    As of May 10, 2000 and under the terms of the Deed of Release, AICH
          converted a portion of its outstanding debt evidenced by a promissory
          note issued in July 1999 to equity in the amount of $250,000 to meet
          the $1 million minimum funding threshold. AICH was issued 100,000
          shares at a price of $2.50 per share. This conversion of debt to
          equity entitled AICH to the additional release of 41,027 performance


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          shares from the restrictions set forth in the Lock Up Agreement,
          together with the previously earned 123,079 performance shares.

     o    As of May 10, 2000, AICH was entitled to only 205,090 performance
          shares out of the 600,000 shares originally issued to AICH by SVI.
          Under the terms of the Lock Up Agreement and the Deed of Release, AICH
          was to return 394,910 shares to the Company for cancellation. However,
          AICH was only in possession of 300,000 shares to return for
          cancellation. The Company, upon receipt from AICH of the certificate
          evidencing the 300,000 shares, canceled the certificate and respective
          shares.

     o    As of May 10, 2000, under the terms of the Deed of Release, the
          Company offset an amount equal to the missing 94,910 shares multiplied
          by $2.50 per share, or $237,275, against the outstanding principal of
          the promissory note dated July 1999 issued to AICH. The Company has no
          knowledge of any sales of restricted stock made by AICH.

     As the AICH shares were issued for no consideration (but rather for
services), a fair value had to be determined in order for the Company to record
an expense. The value assigned to the 600,000 shares is $2.50 per share and is
based upon an arm's length transaction that occurred at approximately the same
time as the AICH issuance and provides an insight as to the market value of the
securities. As a result of the issuance, an amount of $1,500,000 has been
charged to the consolidated statement of loss and comprehensive loss for the
year ended June 30, 1999.

     The Company is primarily engaged in two major business segments: Voice and
Data and electronic messaging. The Company's Voice and Data segment (referred to
as the "Voice & Data Division") is a value-add distributor of communication
systems and data applications for financial traders and emergency services
operations. The Company's electronic messaging segment (referred to as the
"Flexemessaging Division") provides customers with a global enhanced fax and
email broadcast services originating from the customers' desktop personal
computer ("PC") or the Internet. The enhanced fax and email broadcast service
allows clients to prepare documents for distribution and send them directly from
their PC to the Flexemessaging network for distribution worldwide. Clients dial
into the Flexemessaging service using a modem or via the Web interface. The
Company specializes in large scale messaging or "broadcast" distribution whereby
the same document(s) is sent to multiple recipients. Once the document(s),
together with the fax numbers and email addresses of the recipients have been
received by Flexemessaging Division they are distributed by the Division via
various carriers to the recipients anywhere in the world.

     The Company presently operates through eight subsidiaries incorporated
under the laws of New South Wales, Australia and Singapore, with 55 employees,
including 50 fulltime employees as at June 30, 2000. One of the eight
subsidiaries of the acquired TWG is a wholly owned subsidiary called Trade Wind
Marketing Pty Ltd ("TWM"), a New South Wales, Australian corporation. The
Company's above-described operating divisions operate under TWM using the
trade-name of `Flexemessaging Global Services' and `Trade Center Products'. The
Company's principal office is located in Sydney, Australia. The Company's assets
consist of office equipment, leasehold improvements and the value of its ongoing
business operations.

     With all of the Company's operations being foreign, management of the
Company has considered reorganizing the Company to a foreign jurisdiction in
order to more efficiently and cost-effectively manage the Company's operations.
Further, as the Company's operations are predominately centered in Australia,
management believes that upon reorganization offshore the Company would be
better able to avail itself to foreign financing. Management has considered an
exchange offer proposal from its major shareholder, TWC, whereby the Company
would become a wholly owned subsidiary of TWC and TWC would then merge the
Company into a newly created subsidiary located in Bermuda. Under this proposal,
TWC would become the successor issuer to the Company (pursuant to Rule 12g-3(a)
and (f) of the Securities Exchange Act of 1934, as amended) providing the
shareholders with the continued benefit of the Company's present reporting
status through TWC, as well as TWC's existing listing on the Canadian Ventures
Exchange. The Company would also then be reorganized under the laws of Bermuda
which will allow management to more efficiently and cost effectively manage the
Company and seek to raise funds in Australia and Canada where the Company and
TWC's reputations are better known. On September 1, 2000, the Board of Directors
approved the exchange offer upon determining the offer would be in the best
interest of the Company. The Board requested and received an opinion of Horwath
Investment Services Pty Ltd supporting its determination that the exchange ratio
and transaction is fair and reasonable. Accordingly, the Company will present
the matter for a vote to the shareholders at a special meeting to be held no
later than March 15, 2001. Specifically, TWC proposes to exchange 1.754880714 of


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its shares for each outstanding share of common stock of the Company on the
record date of October 5, 2000 pursuant to the terms of an Arrangement Agreement
and in accordance with Section 99 of the Bermuda Companies Act and the Idaho
General Business Corporations Laws. TWC Shareholders approved the exchange
transaction on November 9, 2000 at a special meeting of shareholders.

OVERVIEW

FLEXEMESSAGING DIVISION

     Flexemessaging Global Services ("Flexemessaging") was initially started
about 6 years ago when the Company saw the growing need for sending information
by fax efficiently to multiple destinations. It was envisaged that the world
would be sending their messages from the desktop rather than from the fax
machine. Thus all future development would be based on the digital environment
of the desktop. The Company purchased a software application utilizing a Tandem
Computer and enhanced its functionality and efficiency. The Company then
gradually established a global network with remote nodes, which are industrial
PC's with fax cards, in international centers such as London, New York, Hong
Kong, Tokyo, Singapore, Wellington, Auckland and most of the major cities in
Australia. Presently the Company has out-sourced the international portion of
its networking function to Premiere Information Systems Pty Limited
("Premiere"), a subsidiary of Premiere Technologies Inc., a communications
company based in Atlanta, Georgia, in order to reduce the high costs of
maintaining such a network for its own use.

Product and Market Evolution

     Flexemessaging today is a digital fax and email broadcasting service which
distributes a document from a user's desktop to potentially thousands of
recipients' fax machines and/or PCs and earns revenue based on a fee per minute
or fee per page basis. The software enables standalone or networked PC users to
connect to the network for fast transmission to worldwide recipients. The
Division is constantly committed to providing value add services to its
customers and has addressed this by focusing on product differentiation. The
Division has introduced two new products during the fiscal year and plans to
offer a new specialized email service in the second quarter of the forthcoming
fiscal year. The service offers a number of key features:

     o    Broadcast directly from the desktop.

     o    Minimum online sending time.

     o    Fine print definition due to transmission of document in digital
          format.

     o    Flexible and secure list database management.

     o    Web browser connection

     o    File attachment

     The growth of fax, and especially IP fax (see below) continues and the
potential for broadcast fax in the business-to-business area is a long way from
being fully realized.

     The Company's Gateway technology has allowed its delivery infrastructure to
be modified so that it may interface with more than one network at a time. For
example, it allows for e-mail traffic to be delivered to a high speed internet
service, while passing off fax traffic to the Premiere network. The development
of the Gateway technology has provided the following benefits: it has
streamlined the ability of the Flexemessaging clients to send the same document
to a mixture of e-mail and fax addresses in the same broadcast; it unlocked
Flexemessaging's dependence on a customized network controlled by a mainframe
computer; and it has enabled rapid development of product enhancements and the
easy and sophisticated handling of different file formats, such as "tif" for fax
transmission or attachments and "pdf" for email attachments within the same
document for broadcast. The Web page technology is a web user interface that
allows clients to send lists and documents to Flexemessaging via the internet
for broadcast. The Gateway technology will be further enhanced in order to meet
the objective of facilitating delivery to a wide range of delivery platforms.


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     The use of email and other forms of Internet-based messaging are also
growing at an even greater rate. These methods are complementary to, rather than
competitive with, fax broadcasts as each are suited to particular tasks.
Accordingly, Flexemessaging now offers the capability of broadcasts that combine
fax and email addresses, with the added option of Web-browser access to its
network, leaving the choice of method to the senders, based on their customers'
preferences. The next stage of the Company's evolution is to provide a high
degree of specialist value added services across all messaging technologies and
become involved in the growth of technologies, such as email marketing and
ecommerce, where messaging forms an essential part of the service.

     Products and services currently offered are:

     o    Flexemessaging

     Fax and email broadcasting solutions designed for government and corporate
     communications. This allows the targeting of hundreds or thousands of
     destinations instantly.

     o    Flexemedia (launched July 1999)

     This service caters to companies issuing press releases to a number of
     specific media editors or similar services. The Division has developed and
     is maintaining a number lists on such editors in a centralized database and
     has determined the preferred format editors desire to receive releases (by
     fax, email or both). These lists are subdivided by media type (e.g. press,
     radio, TV etc.). The client sending the press release can therefore choose
     the type of media distribution they desire to target.

     o    Flexedirect (launched fourth quarter)

     Cost effective solutions for delivery of documents, invoices, statements,
     newsletters and other bulky personalized communications. This service
     serves as an efficient, cost effective alternative to direct mail.

The Division will be launching a specialized email service in the second fiscal
quarter of the forthcoming year. This service will facilitate specialized email
delivery and permission based email marketing campaigns. Each campaign will
allow the client to segment the customer base, offer truly personalized
messaging and content to each recipient and provide full tracking and reporting
for follow up and cross and up-selling.

Market Segmentation

     The large potential of the total broadcast market arises from the very
large number of PC's and fax machines installed throughout the world. Industry
estimates vary from 60 million to 100 million fax devices installed world wide
all capable of receiving fax messages from each other. The potential is also
aided from innovation and added value that message broadcasting brings to
organizations using more conventional delivery methods (postal mail outs,
newspaper advertisements etc).

     Users of broadcast messaging include, but are not limited to:

     o    Banks, Securities Houses and Brokers

     o    Public Relations and Marketing Companies

     o    Wholesale Distributors (e.g. Computer Products, Books, Records, Food)

     o    Life Insurance and Superannuation Companies *

     o    Shipping and Freight Forwarders

     o    Professional Services Organizations

     o    Professional Associations


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     o    Political and Lobby Organizations

     o    Government and near-Government Organizations

     * Superannuation companies serve as externally managed investment or fund
     vehicles of employees' retirement contributions similar to the role of
     defined contribution plans.

Growth Record

     Flexemessaging has increased its volume of delivered fax minutes from
280,000 in 1995 to 20.2 million per annum for the year ended June 30, 2000.

Strategy for Future Growth

     The Company recognizes that for strong growth in the future it has to
reposition itself into the broad-based electronic messaging market and focus on
specific services and market channels to provide value added services. The
Company has identified the need to move from its reliance on faxing technology
and its use of a fax only global network in order to share more in the high
growth in the Internet and new forms of messaging technology. The first step has
been the strategic alliance with Premiere, whereby Flexemessaging has
out-sourced the delivery of its international fax traffic to the Premiere
network.

     The Company's management plans to further achieve its aims by aligning the
Company with, and leveraging off, larger industry players or recognized leaders
in their field, and then provide specialist added value messaging services to
such players/leaders, and their customers, in addition to providing such
benefits to the Company's own customers. This will involve partnerships,
strategic alliances or even joint ventures, with other technology companies or
service providers and may involve alternative methods of global traffic
distribution and a change in the Company's customer profile.

     By repositioning in this way the Company can seize opportunities that may
present themselves to move into yet other growth areas, such as ecommerce,
unified messaging, m-commerce or other growing markets. This is where the
Company can take advantage of the fact that messaging technology has to be
included as an essential part of the business. The Company's growing position in
call centers is expected to open up new opportunities for electronic messaging,
universal messaging, messaging/email outsourcing and ecommerce.

VOICE AND DATA DIVISION

     The Voice and Data Division is a leading systems integrator and distributor
of data and communications applications in Australia and New Zealand, providing
effective solutions to the critical needs of clients across many sectors. This
is evidenced by the dominant market position held in the Australian dealing room
market, as the Company has installed more systems consisting of more positions
(each trader occupies a position) than any of its industry competitors and is
based on its own internal research. A dealing room consists of dedicated voice
systems, which are specially designed and developed, highly reliable voice
switching systems capable of handling multiple simultaneous calls, for financial
traders. The Division has established market leadership in `instant-access' or
`turret' voice systems in many of these key areas in Australia, with over 50%
market share in the Australian financial markets, and approximately 80% in
Australian emergency services - (these figures are based upon internal
research). This is in addition to a steadily growing market share of the broader
`command-control' sector including airlines, utilities, defense and other areas
of government. A dealing room is made up of specially designed, highly reliable,
voice switching systems able to handle multiple simultaneous calls to/from the
financial traders.

     This Division has maintained operating profits since its establishment. The
Company plans to expand its opportunities in the Voice and Data Division through
the call center market and related applications. Call centers are growing in
Australia and Asia at an annual rate of 25% (source: New South Wales Government
report) and there is increasing demand for more sophisticated and cost-effective
technology. This Division is ideally situated to capitalize on this growing
trend with a range of world-class products. The Company has entered into a
distributor agreement with IPC Information Systems ("IPC"), a New York
corporation (NASDAQ: IPI) which is involved in the delivery of integrated
multimedia communications solutions to the financial trading industry, to


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distribute IPC Turret systems in Australia. This relationship has done extremely
well and is expected to continue to produce good results. This relationship
complements the Voice and Data Division call center operations that supply
Rockwell Electronic Commerce ("Rockwell") with solutions and related activities
to handle the continuing convergence between dealing room operations and call
center operations. Rockwell is a subsidiary of Rockwell International (NYSE:
ROK), a global electronics company with operations in industrial automation,
avionics and communications, and electronic commerce.

     The Division is also looking to significantly expand its presence in the
quality monitoring and e-learning environment, as systems integrator for Witness
Systems Inc (NasdaqNM: WITS).

     As a leading systems integrator and distributor of data and communications
applications in Australia and New Zealand, this Division provides effective
solutions to the following cross sectors: stock and futures exchanges, financial
institutions, emergency service providers, government agencies, airlines, public
utilities, industrial companies and hospitals. This Division maintains a
dominant position in the financial, commercial, government and emergency
services markets as a specialist provider of leading edge communications
products, systems integration and turnkey solutions.

     The Voice and Data Division integrates and supplies outstanding products
from the following vendors, for use by its clients, including:

     o    IPC - digital dealer board ("turret") systems (previously the Company
          supplied V Band turret systems. V Band Corporation, ("V Band"), a New
          Jersey corporation was recently acquired by IPC and the Company has
          been appointed as an Australian distributor for IPC).

     o    Multitone - paging, wide-area call-out systems, DECT cordless PABX

     o    CSK Software - Slingshot real-time data delivery via
          Internet/Intranets

     o    Rockwell - ACD and Call Center Solutions

     o    Pipkins Inc, - `Maxima Advantage' Workforce Management software

     o    Witness - Quality Monitoring systems

     o    Trans-Lux - electronic display systems

     o    Dictaphone - loggers

     In addition, the Voice and Data Division has also developed certain
products and applications for the dealing room market which were previously
supplied to V Band. These include full duplex, multi-channel open microphone
systems for use on V Band systems, speaker systems specifically designed for
dealing rooms, radio interfaces for emergency services integrated into V Band
systems and programmable modules for an allocation in the software and specific
telephones lines and other types of development lines programmed as part of the
Company's systems installation using V Band products and others.

     The Division grew out of supplying voice turret systems to the financial
market. Over the past number of years it has added products to its offerings to
suit the markets addressed.

Major Project Installations.

     Among the major project installations secured by the Company in the last
year were as follows (none of these installations represents a large percentage
of the Company's business for accounting purposes, except for one):

     o    Vodafone - Call Center Workforce Management System

     o    Emergency Services and Fire Brigade Services - digital voice
          communication and callout systems with multi-location networking,
          paging and computer-aided dispatch (CAD) systems integration.

     o    American Express - Call Center Quality Monitoring System


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     o    Cooma Manaro Shire - Call Center ACD system

     o    JB Were - Voice Turret system

     o    Royal Bank of Canada - Voice Turret system

     o    NSW Treasury Corp - Voice Turret system

     o    State Street Bank - Voice Turret system.

     o    Westpac Banking Corporation - Voice Turret system

     These project installations involve a systems integration process, whereby
a turnkey solution is implemented. The solution involves the configuration and
specification, assembly, installation and maintenance of certain voice and data
telecommunications equipment, components and accessories. The average length of
time to execute these projects is between four to six weeks, depending on the
size of the installation. The projects are normally invoiced in stages, at the
order, installation and acceptance stage.

     THE FUTURE IN CALL CENTERS

     The Company began its operations in this Division with a core product
distributed from V Band, which recently filed for protection under Chapter 11 of
the US Bankruptcy Code. V Band was acquired by its major competitor, IPC. The
Company and IPC have entered into a nonexclusive distributorship agreement
naming the Company as an Australian distributor for IPC products.

     The Company recognized over three years ago that it had to diversify out of
the financial market for voice turrets as the financial market was
consolidating. The market chosen to diversify into was the call center market.
Call Centers are evolving into versatile `customer interaction centers'
facilitating contact by telephone, email, fax or a Web browser. The Voice & Data
Division is targeting this stage of development (which will also offer messaging
opportunities to Flexemessaging Division). The new generation of call centers
provides opportunities for sales of new systems and change-outs of older
technology.

     Call centers used to refer mainly to communications cost centers dealing
with large volumes of inbound calls organized around Automatic Call Distribution
(ACD) or `queuing systems'. More recently the concept has been extended to
include varying mixes of outbound as well as inbound call handling but call
centers are still viewed largely as systems for bulk-processing of telephone
traffic. However, business and government organizations need a variety of
systems to communicate with clients, employees, business partners and the public
and call centers are now evolving into `customer interaction centers',
facilitating contact by telephone, email, fax or a Web browser.

     Call centers can operate independently of the location of their customers,
even across international borders, and Australia is capitalizing on that
flexibility. Regional and international call centers are being installed in
Australia because of its lower staffing and establishment costs and multilingual
workforce. According to New South Wales Government Reports, the call center
market in Australia is growing at the rate of around 25% per annum. An estimated
550 call centers are now operating in Australia, employing approximately 50,000
people with an annual expenditure of $1.2 billion. A market study by Price
Waterhouse/ACA estimated the growth of this market in Australia at 20% annually.
Other sources, such as the New South Wales Department of State & Regional
Development, put this growth at 25%. According to their 1998 report, the greater
Sydney area is home to half the international call centers operating in the Asia
Pacific region.

     Call centers serve the whole spectrum of industry, finance, transport,
utilities and government and the division has begun to extend its traditional
focus on financial and emergency services to a much larger market.

     The growth and expansion of this industry has led to a need for products
and services by call centers providing assistance and/or solutions to their
strained and growing operations. By providing such products, the Company, can
solicit any client or potential client with such product offerings, even though
that client may be using competitors equipment. As a result of the Company's
targeting initiative the Division now represents (together with other
distributors in many cases) Rockwell Electronic Commerce (Call Centers),
Dictaphone (Loggers), Witness Systems Inc (Quality monitoring and e-learning


                                       10
<PAGE>


systems), Trans-lux Corporation (electronic displays), Pipkins Inc. (workforce
management software) and others.

OPERATIONAL CONCERNS

     International Operations. As the Company's operations are internationally
     ------------------------
based, such operations are subject to numerous inherent risks beyond the
Company's control, including political and economic conditions affecting the
countries of operation. The Company's international business activities may
include difficulties in staffing and managing international operations, currency
fluctuations and currency management issues, difficulties in collecting accounts
receivable, imposition of public sector controls, trade and tariffs
restrictions, price or exchange controls, limitations on repatriation of
earnings, longer payment cycles, political and economic instability, seasonal
fluctuations in business activity during the summer months, foreign tax
consequences and the burdens of complying with a wide variety of foreign laws
and regulations.

     The Company's revenues from countries other than Australia represent less
than 10% of its total revenue. The Company presently is not faced with any
significant operational risks, including regulatory compliance risks, from other
countries in which it operates than Australia. However, as the Company's revenue
derived from such countries continues to grow, the Company may experience
increased risk due to the above factors.

     The Company conducts most of its business outside the US and thus most of
its expenses and revenues, if not all, are derived in foreign currencies. Thus,
the Company may experience a material loss due to fluctuations in foreign
currencies. The Company typically denominate foreign transactions in foreign
currency and have not regularly engaged in hedging transactions.

Suppliers/Service Providers.
---------------------------

     Dependence on Key Suppliers. Should any of the Company's key suppliers
experience difficulty in providing product in a timely manner, this could
adversely effect the Company's revenues and reputation in the market.
Additionally, the failure on the part of these suppliers to develop and
manufacture or supply new or enhanced products or software that meet or
anticipate technological changes on a timely and cost-competitive basis could
have a materially adverse effect on the Company's financial condition and
results of operations. Key suppliers are:

     IPC - Non-exclusive distribution agreement dated August 30, 1999 for
Australia for an initial term of two years, with automatic extension thereafter,
unless terminated in writing upon giving 60 days notice. A performance criterion
of $2 million in sales per year is required under the contract. If this is not
achieved, IPC may terminate the agreement upon written notice.

     Premiere - Exclusive agreement dated December 2, 1999 with Premiere to
carry all the fax broadcast traffic for a period of 12-24 months subject to
service and pricing criteria. This agreement is automatically renewed subject to
a six (6) month cancellation notice by either party.

     Witness - Non-exclusive distribution agreement dated May 6, 1999 for
Australia for an initial three year period. Thereafter it may be renewed for
successive one year periods by mutual agreement. Termination upon giving 60 days
notice or on breach of contract. Performance criteria of $500,000,$1,000,000 and
$1,500,000 in years 1, 2 and 3 respectively.

     Pipkins - Non-exclusive distribution agreement for Australia is in the
process of being finalized and the Company and Pipkins continue to operate and
conduct business in the same manner based on a purchase order basis.

     Rockwell - Non-exclusive distribution agreement dated April 30, 1999 for
Australia for an initial term of one year, with extension by written amendment.
Termination upon giving 90 days notice or on breach of contract. The Company and
Rockwell are presently finalizing a written amendment to extend the agreement.

     Trans-lux - No contract in place. Has been operating on a purchase order
basis for in excess of seven years.


                                       11
<PAGE>


     Trend Micro - An agreement dated February 21, 2000 with Trend Micro to
supply up to date virus scanning software on the Flexemessaging Gateway for an
initial period of two years with automatic extension. Termination upon giving 60
days notice.

     Agreement with IPC For the year ended June 30, 2000, sales of the IPC
products accounted for 47% of the sales of the Voice and Data Division. IPC, a
previous competitor to V Band, has acquired V Band and the Company has been
appointed the Australian distributor of IPC products. Under the new
distributorship arrangement with IPC, margins on sales and costs to support
these systems are similar to those of supporting V Band products.

     No Long-term Contracts - The Company does not typically have or utilize
long-term contractual agreements with its clients, suppliers or vendors and thus
such may not continue to transact business with the Company in the future if
competitors develop products and services that are more sophisticated, efficient
and cost effective, or our technological advances are not timely and responsive
to our clients individual needs or our products become obsolete. The information
and telecommunications service market continually attracts new competitors and
technologies which may offer or provide more sophisticated, efficient and cost
effective products and services which would have a material adverse effect upon
the Company's business, financial condition and operations.

     Reliance on third parties A substantial portion of the Company's total
revenues are derived from the sale of products manufactured by third parties and
the provision of professional services in connection with the sale and
maintenance of such products. As a result, any factor adversely affecting such
distribution rights or services would have a material adverse effect on the
Company's business and results of operations.

Regulations.
-----------

     Enforcement of Civil Claims - The Company was incorporated under the laws
of Idaho, while the operating entities are based in Australia. Certain of its
directors and all of its officers reside, and all of its assets are located,
outside of the United States. It may not be possible for investors to effect
service of process within the United States upon the directors and officers of
the Company. It may also not be possible to enforce judgments obtained in United
States courts predicated upon the civil liability provisions of applicable
securities laws of the United States against the Company or its directors and
officers.

     Change in government policies - A deterioration in economic conditions in
countries where the Company carries on business or other factors could result in
a change in government policies which may materially affect the Company's
financial position and results of operations.

     Regulation of the telecommunications industry - The telecommunications
industry is subject to regulatory control. Any amendments to current regulations
could have a material adverse effect on the Company's business, results of
operations and prospects.

     Deregulation of the Australian Telecommunications Industry - On July 1,
1997 the Australian Telecommunications Industry deregulated. Until late 1999,
only national and international calls were allowed to be offered by licensed
carriers. Since deregulation new and emerging carriers have been taking market
share away from the incumbent, Telstra Corporation Limited. This is evidenced by
Telstra's retail market share of the national and international call market
being forecast at below 50% in 1999, as compared to 74% in 1994
(Source:Telstra/Austel). As a result, fax broadcast revenues and margins per
minute are expected to continually reduce in order to secure market share and
customer base, as existing and new competitors continue to increase market share
through cost leadership strategies, as a result of reduced carriage costs.

     Regulation of broadcast faxing and emailing - In recent years, legislation
has been enacted in the United States, Europe, Australia and other countries
restricting fax or Email broadcasting especially by businesses to private
numbers/addresses. Similar restrictions are starting to appear governing
business-to-business fax broadcasting and this may have an adverse affect on the
Company's business and results. Current trends in regulation of electronic
messaging are that messages should only be sent to those that want the
information in the message or have "opted in" to receive specific types of
information from time to time. The Company is not aware if the Company's
customers have obtained `opt in' status from the recipients to whom they intend
to send their messages.


                                       12
<PAGE>


Competition and Competitive Business Conditions.
-----------------------------------------------

     Competition - The Company's Voice and Data Division operates in a highly
competitive environment. The markets in which the Company operates are comprised
of a substantial number of global and regional competitors, many of which have
greater financial, engineering, manufacturing and other resources than the
Company. Competing with such companies will require continued investment by the
Company in engineering, research and development, marketing and customer service
and support. Future profitability will depend upon broader market penetration
that the Company has yet to secure. The fax broadcast and messaging industry is
intensely competitive and served by a wide range of companies, including major
telephone service providers, ISPs in developed countries and other companies
specializing in providing fax services. Many of these companies have
significantly greater financial resources and reach than the Company and
extensive established networks. Typically, Flexemessaging does not have
long-term contractual agreements with its clients and there can be no assurance
that its clients will continue to transact business with the Company in the
future. In addition, there can be no assurance that clients will not elect to
use alternatives to Flexemessaging's fax or messaging communications services,
such as the Internet, to carry such communications or that companies offering
such alternatives will not develop product features or pricing policies which
are more attractive to clients than those offered by the Company. Such
competition companies may also invite partnering or joint venture arrangements
with the Company in one country under a mutual agreement but still remain a
strong competitor to the Company in others. This could require the Company to
adapt or change out its technology to achieve such partnering or joint venture
relationships.

     Uncertainty of Strategic Relationships - The Company plans to enter into
strategic relationships or partnerships in order to enable the Company to offer
its products and services to a larger customer base and on more economies of
scale. The Company's success depends in part on the success of these
relationships and the ability of these strategic partners to market and supply
the Company's products and services. Failure of one or more of these strategic
relationships or partners to successfully develop and sustain a market for our
services or the termination of one or more of these strategic relationships
could hinder the Company's ability to increase sales and revenue. Additionally,
our strategic partners may not view their relationship with the Company as
significant to their business and thus any reassessment of their commitment to
the relationship could have a material adverse effect on the Company. The
ability of our strategic partners to incorporate our products and services into
their product and services now and in the future will require the Company to
respond timely with new products and services as technological advances are
made. If the Company fails to enhance or create new products and services in
response to technological changes such could result in the Company's strategic
partners terminating their relationship or seeking alternative providers.

     Further, the telecommunications industry is experiencing rapid
consolidation. Consolidation within the industry, including consolidations of
the Company's clients and strategic partners, could have a material adverse
effect on the Company's business, financial condition and operations.

     Uncertainty of Market Acceptance - The Company's future success depends
upon the market acceptance of its existing and future computer product lines and
services integrating the functionality of the telephone and the computer. This
will require the market to accept a new way of exchanging and transmitting
information, which will most likely depend upon several factors, including ease
of use, price, reliability, access and quality of the service, system security
and the products functionality. A decline in the demand for, or the failure to
achieve broad market acceptance of the Company's product lines and services
would have a material adverse effect on the Company's business, financial
condition and operations.

     The Company believe that its future success is also dependent in part upon
its ability to route more of its client traffic through the Internet and expand
its base of Internet capable nodes. Thus, the Company is dependent upon the
viability of the Internet as a medium for the transmission of documents. The
Company relies upon third party ISP providers for access to the Internet through
Internet capable nodes at varying prices. There can be no assurance that the
current pricing structure for the Company's access and use of the Internet will
not adversely change. If the Internet proves to be an impractical or unreliable
medium for transmission of documents or material capacity constraints develop,
the Company's business, financial condition and operations may be adversely
affected.

     Reliance on computer and communications systems - The Company's business is
highly dependent on its computer and telecommunications systems and those of
others, such as Premiere, for the operation and quality of service of the


                                       13
<PAGE>


Flexemessaging system. The temporary or permanent loss of all or a portion of
any system, for whatever reason, could have a materially adverse effect on the
Company's business, financial condition and results of operations.

     Dependence on Telephone Services - In broadcasting faxes or other messaging
technologies, Flexemessaging is highly dependent on telephone service provided
by local and long distance telephone companies in countries throughout the
world. The quality and availability of telephone service varies and in some
areas is limited. Any significant interruption in telephone service could
adversely affect the Company. Rate increases imposed by telephone companies
where Flexemessaging operates nodes will increase the Company's tariffs from
Premiere and could adversely affect its financial condition and results of
operations. There can be no assurance that an act of sabotage, technical
failure, natural disaster or similar event would not cause the failure of a
telephone network, other portions of the network or one of the switching
facilities as a whole, resulting in the interruption of the Company's services.
Such an interruption of service could have a material adverse impact on the
Company's business, financial condition and operations.

     Dependence on Internet Service Providers (ISPs) - In using the Internet as
a receiving, transport or delivery mechanism for its messages, the service is
highly dependent on the performance of ISPs throughout the world. As message
traffic can be handed off from ISP to ISP beyond the control of the Company, any
resultant traffic loss, failure or poor performance by any ISP in the chain
could have a detrimental effect upon the service level and performance of the
Company's service. This in turn could effect the Company's clients who may then
opt not to use the service. Although the Company will always try to use reliable
ISPs there can be no assurance that such performance problems will not occur.

     Dependence on key customers - Flexemessaging derives a significant portion
of its revenues from a relatively small number of customers and there and there
is no assurance that such customers will continue to provide the same levels of
revenue in the future.

     Concentration of Clients in the Financial Services Industry - Historically,
a significant portion of the Company's revenues have been derived from sales to
clients in the financial services industry. If the financial services industry
suffers an economic downturn, it is likely that the Company would experience a
decline in revenues, which could have a materially adverse effect on the
Company's financial condition and results of operations. During the year ended
June 30, 2000, a voice dealing system was installed generating 16% of the total
revenues of the Company for the year.

Technology.
----------

     Lack of Patentable Technology - The Company owns no patentable technology.
None of the Company's distributorship agreements provide the Company with
exclusive proprietary technology and there can be no assurance that the Company
will be able to sustain a competitive advantage against other firms with access
to the same technology.

     Dependence on unpatented proprietary know-how - Unlike certain of its
competitors, Flexemessaging relies on unpatented proprietary know-how. This
know-how, or in house knowledge concerning the underlying concepts and
operational methods of its technology cannot be patented. While the Company
employs various methods to protect its know-how, such methods may not afford
complete protection and there can be no assurance that others will not
independently develop such know-how, obtain access thereto or develop a more
efficient system.

     Technology Risk. The market for the Company's products and services is
     ---------------
characterized by rapidly changing technology, frequent new product
introductions, evolving industry standards and evolving methods of building and
operating communications systems. The Company's ability to compete effectively
is dependent upon its ongoing significant investment in software development and
telecommunications technology by continuing to enhance its current services, and
develop and introduce new services and products in a timely fashion. There can
be no assurance that the Company will be successful in anticipating or adapting
to technological changes or in selecting and developing new and enhanced
technology on a timely basis. Future technological advances in the continually
changing telecommunications industry may result in the availability of new
services, products or methods of electronic document delivery that could compete
with the document distribution services currently provided by Flexemessaging.


                                       14
<PAGE>


Moreover, decreases in the cost of existing products or services could enable
the Company's current or potential clients to fulfill their own needs for
electronic document distribution services more cost efficiently than through the
use of the Company's services. The Company could be adversely affected in the
event of such technological change, or if such changes in technology enable
additional companies to offer services which could replace some or all of the
services presently offered by Flexemessaging.

COMPETITION

     The Company's competition is very strong and consists of large carriers,
ISPs as well as new start up industries. For the Flexemessaging Division such
competitors include PTEK Holdings (incorporating Xpedite), NetMoves (formally
FaxSav), Newsnet.com, AAPT or other carriers and ISPs, in addition to some large
media companies distributing news releases, and some startup companies offering
"free" fax services. The competitors for Voice and Data include British Telecom,
Lucent Technologies, Nice, Blue Pumpkin, Hanson, NEC, Nortel and any Company
offering call center services, products or solutions.

ITEM 2.   DESCRIPTION OF PROPERTY

     All Company property is leased. The Company currently operates from the
following offices:

<TABLE>
<CAPTION>
     <S>                      <C>                           <C>                           <C>
     Australia, Sydney        27th floor Grosvenor Place    Head Office address for       Lease expires
                              225 George Street Sydney      all companies of Trade        on 31 July 2001
                              NSW 2000  Australia           Wind Communications
                                                            Limited and Flexemessaging

     Australia, Sydney        210 George Street             Voice and Data                Lease expires
                              NSW 2000 Australia                                          on 30 June 2002

     Australia, Melbourne     Level 7, Royal Insurance      Flexemessaging                Monthly tenancy
                              Building                      Voice & Data
                              440 Collins Street
                              Melbourne Victoria 3000
</TABLE>

     Property occupied is currently adequate for the Company's needs.

ITEM 3.   LEGAL PROCEEDINGS

     There is no material litigation pending or threatened by or against the
Company.

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

     There were no matters submitted to security holders for a vote. The Board
of Directors will present a matter to vote to the shareholders concerning the
proposed exchange offer made by its majority shareholder, TWC, during the third
quarter of this fiscal year. The Board will call a special meeting of
shareholders to be held no later than March 15, 2001 regarding this matter.


                                       15
<PAGE>


                                    PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common stock is presently quoted in the pink sheets. The
Company's common stock commenced trading on the "Over-the-Counter Bulletin
Board" in April 1999 at $3.00 per share under the symbol of "FLXM". Quotations
reflect inter-dealer prices, without retail markup, markdown or commission, and
may not represent actual transactions.

                                        High Bid               Low Bid
                                        --------               -------

Qtr ended June 30, 1999                   4.50                   3.00

Qtr ended September 30, 1999             3.375                   2.00

Qtr ended December 31, 1999              4.825                   4.53

Qtr ended March 31, 2000*               6.6875                  3.125

Qtr ended June 30, 2000*                 3.375                    .55

Qtr ended September 30, 2000              1.15                    .45

Qtr ended December 31, 2000              1.012                   .301

-------------------
*  as provided by Pink Sheets LLC

     As of April 2000, the Company was delisted from the Over-the-Counter
Bulletin Board. The Company will not be able to relist and trade on the
Over-the-Counter Bulletin Board until it is granted clearance from the
Securities and Exchange Commission on its Registration Statement on Form
10-SB/A.

     There are approximately 31 holders of the Company's common stock. From 1970
to 1984 the Company issued its common stock to various independent contractors
and employees for their services. Presently there are 10,200,000 shares of the
Company's common stock outstanding with 20,000,000 common stock authorized. All
of the issued and outstanding stock of the Company was issued pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended.

     The Company has not paid any dividends to date and has no plans to do so in
the immediate future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS

     The core elements of the Company's business are messaging and
communications represented by the Company's two operating divisions,
Flexemessaging and Voice & Data. The Company offers a range of quality products
and solutions in both of these markets. The expansion of digital messaging is
particularly strong and the Flexemessaging Division is rapidly broadening its
offerings to meet customer demand. Similarly, in the systems market, the
convergence of computer technology with telecommunications infrastructures has
created a demand for ever-increasing functionality. The Voice & Data Division
markets a range of products designed to take advantage of some of these
opportunities within its targeted niches of financial trading, command/control
centers and call centers.

     In connection with their report on our consolidated financial statements
for the years ended June 30, 2000 and 1999, BDO International, our independent
auditors, raised substantial doubt about our ability to continue as a going


                                       16
<PAGE>


concern because of recurring losses from operations and a net working capital
deficiency. See Note 1c to the Consolidated Financial Statements as well as the
section on Liquidity and Capital Resources, below, for discussion.

PLAN OF OPERATIONS

     Management has established the following objectives for the Company over
the next 12 months:

     1.   Continue to reposition the Company into a more broad based and value
          added messaging service and away from its heavy reliance on fax
          distribution using its proprietary network. The ongoing focus will be
          on providing delivery capability to a wide variety of delivery
          platforms, especially new messaging delivery platforms, such as WAP
          (wireless application protocol) etc.

     2.   Identify m-commerce and e-commerce opportunities complementary to the
          messaging basis of the Company. These opportunities are currently
          under active consideration and will initially be financed in house.
          The actual costs will only be known after a project research and
          feasibility study is completed. This is expected to be completed by
          the end of the forthcoming third fiscal quarter.

     3.   Seek Acquisition, Partnering or Joint Venture opportunities, which
          will be complementary to the future messaging strategy and provide
          opportunities for growth.

     4.   Expand or identify opportunities to service new areas of the market.
          The first of these opportunities has been addressed by the specialized
          email delivery service that will be launched in the forthcoming second
          fiscal quarter.

     5.   Upgrade the existing delivery engine to be compatible with the latest
          technological trends to facilitate data interchange with current and
          future messaging technologies.

     6.   Expand the Company's Voice and Data business and product range. Due to
          the consolidation in the financial dealing room market the emphasis
          will be changed from turret systems to call centers and their
          applications.

Most of the Company's objectives will involve minimal capital expenditure, with
the exception of any acquisitions that the Company may pursue. These will be
funded by the issue of shares or by cash raised from the investment community.

     As a result of the reverse acquisition of TWG by the Company completed in
February 1999, the historical financial information and financial statements
presented herein are those of TWG, the accounting acquirer and predecessor of
the Company. Thus, the financial position and results of operation of the
Company were recorded in Australian dollars, the functional currency, and have
been converted to US dollars.

RESULTS OF OPERATIONS AND FINANCIAL POSITION FOR FISCAL YEARS ENDING JUNE 30,
2000 AND 1999

    The financial position and results of operations of the Company for the
years ended June 30, 2000 and 1999 are determined using the Australian dollar as
the functional currency. Assets and liabilities are translated at the exchange
rate in effect at each period end. Amounts on the statement of loss and
comprehensive loss are translated at the average rate of exchange prevailing
during the period. Translation adjustments arising from the use of different
exchange rates from period to period are included in the comprehensive income
account in shareholders' equity. The gains and losses from foreign currency
transactions are included in net loss. The Australian and United States dollar
exchange rates at the balance sheet date and the average exchange rates for each
year under review were as follows for $1 Australian:


                                       17
<PAGE>


          June 30, 2000                                  0.5995
          July 1, 1999 - June 30, 2000                   0.6280
          June 30, 1999                                  0.6565
          July 1, 1998 - June 30, 1999                   0.6273
          June 30, 1998                                  0.5980
          July 1, 1997 - June 30, 1998                   0.6710
          June 30, 1997                                  0.7440

     Management considers that there are no potential inflation issues affecting
the Company's business. The Company does not currently have any currency rate
hedges in place.

     Management's discussion and analysis of operations for all periods are on
the converted US dollar figures. References have been made to certain figures
before taking into account the effect of the foreign currency translation
adjustment where necessary.

COMBINED RESULTS OF OPERATIONS

     Combined revenues increased by 17% to $10,945,636 for the year ended June
30, 2000, compared to $9,108,219 for the year ended June 30, 1999. Cost of sales
increased to $6,272,211, up from $4,835,707 in the prior year. Cost of sales as
a percentage of revenue was 57%, up from 53% in the corresponding period. Total
operating expenses before reorganization costs decreased 23% to $5,560,973 from
$7,213,499 in the prior year. Total operating expenses for the year ended June
30, 1999 include a charge of $1,500,000 relating to performance shares issued
for no consideration to AICH. The value assigned to these shares is based upon
arm's length transactions that occurred at approximately the same time as the
AICH issuance and provides an insight as to the market value of the securities.
Total operating expenses after reorganization costs decreased 12% to $6,376,686
from $7,213,499 in the prior year. A net loss before reorganization costs for
the year ended June 30, 2000 of $943,813 was reported, which represented a 73%
improvement from the net loss reported for the year ended June 30, 1999 of
$3,537,411. A net loss after reorganization costs for the year ended June 30,
2000 of $1,759,526 was reported, which was a 50% improvement from the net loss
reported for the year ended June 30, 1999 of $3,537,411.

     A detailed explanation of the results by operating division follows.

FLEXEMESSAGING DIVISION

     Revenues. Flexemessaging revenue increased 5% to $3,627,309 for the year
ended June 30, 2000 from $3,447,030 for the year ended June 30, 1999. Revenue
increased as a result of a stronger focus being placed on account management as
well as on product differentiation and branding. During the year, two new
products were launched: Flexemedia - a value add delivery service for the
dissemination of news and press releases to a media database, maintained by the
Flexemessaging Division; and Flexedirect - a value add fax broadcast service
allowing full personalization and customization. This allows customers to
combine a template with a database, ensuring that each recipient receives data
specific to himself/herself. Flexedirect was launched late in the fourth
quarter.

     The revenue increase was offset somewhat due to a decrease in international
revenues as a result of lower revenues reported from those countries where the
Division has transferred the customer base to Premiere. As a result of the
outsourcing of our network, the Company will only report a percentage of the
revenue generated by the customer base now serviced by Premiere. It is uncertain
what future level of revenue is to be received from Premiere as it is based on
future levels of transaction activity generated from the former customer base
that has now transferred to Premiere. In other words, the Company will only earn
revenue if Premiere has generated revenue from the Company's former customer
base, which is dependent on those customers using the service. Revenues
generated from the customer base now serviced by Premiere amounted to $83,860
for the year ended June 30, 2000 as compared to $520,083 for the year ended June
30, 1999.

     Cost of sales. Cost of sales comprises local access charges, leased network
backbone circuit expenses, line rental, distributors' commission, software
maintenance and support, and domestic, long distance and international
termination charges. These are variable costs based on actual volumes. Cost of
sales amounted to $1,943,288 for the year ended June 30, 2000 compared to


                                       18
<PAGE>


$2,219,827 for the prior year. Cost of sales as a percentage of revenue
decreased to 54% for the year ended June 30, 2000, compared to 64% for the
corresponding period since the costs associated with the Company's network
infrastructure, such as local access charges, leased network backbone circuit
expenses, and line rental, have been out-sourced to Premiere.

     Total operating expenses. Total operating expenses consist of expenses
associated with staff, premises, communications, travel, group management fees,
depreciation and other expenses incurred in running the Company's operations.
Total operating expenses before reorganization costs for the year ended June 30,
2000 amounted to $2,192,160 compared to $2,596,181 in the corresponding period.
Total operating expenses after reorganization costs for the year ended June 30,
2000 amounted to $2,843,695 compared to $2,596,181 in the corresponding period.
Depreciation decreased to $214,780 for the year ended June 30, 2000, compared to
$304,409 in the prior year, as a result of network equipment being written down
upon the service being out-sourced to Premiere.

VOICE AND DATA DIVISION

     Revenues. Revenues consist of sales from systems integration solutions for
voice, call center, electronic display, paging, call recording and data
applications. Revenues increased 29% to $7,318,327 for the year ended June 30,
2000, from $5,661,189 for the year ended June 30, 1999. The net increase is
mainly attributable to: (1) increased sales of IPC voice systems (sales
increased by $1,058,150); (2) increased sales of electronic displays (sales
increased by $541,422); (3) increased sales in the paging division as a result
of more DECT system sales (sales increased by $189,289); (4) increased sales of
call center solutions (sales increased by $268,112); (5) increased service and
maintenance revenue due to a stronger focus being placed on signing additional
maintenance contracts (sales increased by $196,005; (6) reduced sales activity
in the logger and data areas as focus has been diverted away from these non-core
areas to the core areas of voice, call centers and maintenance (sales reduced by
$452,817).

     Cost of sales. Cost of sales consists of the purchase of third party
products, necessary to complete the Company's systems integration solution. Cost
of sales for the year ended June 30, 2000 amounted to $4,328,923 compared to
$2,615,880 for the previous 12 months. Cost of sales as a percentage of revenue
increased to 59% for the current financial year up from 46% for the year ended
June 30, 1999. The increased percentage is a result of supplying larger project
system sales as opposed to providing a larger proportion of relocation and
ancillary support and maintenance services to the voice customer base, as well
as a change in the overall revenue mix, where different product groups attract
different gross margins.

     Total operating expenses. Total operating expenses consist of expenses
associated with staff, premises, communications, travel, group management fees,
depreciation and other expenses incurred in running the operation. Total
operating expenses for the year ended June 30, 2000 amounted to $2,806,739
compared to $2,858,593 in the corresponding period. Depreciation reduced to
$85,179 for the year ended June 30, 2000, compared to $126,159 in the prior
year.

LIQUIDITY AND CAPITAL RESOURCES FOR THE FISCAL YEARS ENDED JUNE 30, 2000 AND
1999

     The Company's consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
settlement of liabilities in the normal course of business. In connection with
their report on our consolidated financial statements for the years ended June
30, 2000 and 1999, BDO International, our independent auditors, expressed
substantial doubt about our ability to continue as a going concern because of
recurring net losses and negative cash flows from operations. See Note 1c to the
Consolidated Financial Statements for discussion.

     Management believes that current cash resources are adequate to satisfy the
management objectives outlined above as well as to provide working capital and
sustain our operations for the next fiscal year. We expect that these resources
will be provided from the following sources:


                                       19
<PAGE>


     o    Sales of the accounts receivable of the Flexemessaging Division under
          a working capital based factoring facility established with Scottish
          Pacific Business Finance Pty Ltd

     o    Cash profits generated from the Voice & Data and Flexemessaging
          Divisions

     The Company has financed its cash requirements for operations and
investments in capital assets mainly through private sales of equity securities
and loan financing. In July 1999, AICH provided a bridge loan for $500,000
secured by a promissory note, accruing interest only after AICH had raised
minimum net capital of $1.5 million for the Company. The outstanding balance on
the promissory note will be repaid once the Company is listed on a national
exchange such as American Stock Exchange, NASDAQ or other national exchange. The
outstanding balance owing under the bridge loan of AICH at June 30, 2000 was
$12,225, reflecting a set-off in the amount of $237,275 in accordance with the
terms of the Deed of Release (See, Note 1a).

     In September 1997, the Company arranged an unlimited working capital-based
facility with Scottish Pacific Business Finance Limited ("Scottish Pacific"), in
respect of the Australian domiciled customers of Flexemessaging Global Services.
In accordance with Scottish Pacific lending criteria, this facility has been
secured by a lien over the assets of Trade Wind Marketing Pty Ltd (a wholly
owned subsidiary of TWG) as well as guarantees by TWG and its subsidiaries.
Interest is charged at the highest of the prevailing rates of either Westpac
Banking Corporation, Australia and New Zealand Banking Group Limited or National
Australia Bank Limited plus a margin of 2%. The prevailing interest rate at June
30, 2000 was 10.39% (1999: 10.93%). Funds under the facility are advanced based
on sales invoices with repayment of such advanced funds being made from payments
received relating to the invoices and other working capital and external
sources. The outstanding balance owing to Scottish Pacific as at June 30, 2000
was $36,249. The original term of this agreement was for a 12-month period with
automatic renewal. This agreement may be terminated by Scottish Pacific by
giving one month's notice or by the Company giving three month's notice. If the
Company terminated this facility, paying off the outstanding balance would
result in the Company having direct access to all the receipts on the
outstanding invoices for working capital purposes.

     As a result of the Flexemessaging Division beginning to report a profit
since February 2000, cash generated from operating activities was $1,004,631 for
the year ended June 30, 2000, compared to $1,823,623 used in operating
activities for the year ended June 30, 1999. Accounts receivable decreased
$350,899 to $1,548,815 from $1,899,714 for the year ended June 30, 1999 as a
result of better credit management and more focus being placed on collections
and receipt of outstanding receivables. Accounts payable and other accruals
increased by $1,129,143 compared to a reduction of $1,024,398 in the prior
comparative year, mainly as a result of trade payables incurred in the fourth
quarter that will be paid after year end, as well as a general increase in
trading activity.

     Cash used in investing activities, consisting primarily of the purchase of
capital assets, amounted to $25,725 for the year ended June 30, 2000, compared
to $481,852 in the corresponding period in 1999. Cash generated from financing
activities, amounted to $747,099 compared to $1,834,510 in the prior year
primarily as a result of loans raised in the current year as compared to loans
raised, stock issued and capital contributed in the prior year.

     Cash and equivalents increased to $1,726,005 for the year ended June 30,
2000, compared to a decrease of $470,965 in the previous year, as a result of
cash generated from operations, loan finance and capital contributions.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133.
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133
requires companies to recognize all derivatives contracts as either assets or
liabilities in the balance sheet and to measure them at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of gain or loss recognition on the
hedging derivative with the recognition of (i) the changes in the fair value of
the hedged asset or liability that are attributable to the hedged risk or (ii)
the earnings effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in income in
the period of change SFAS No. 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000. Based on its current and planned future
activities relative to derivative instruments, the Company believes that the
adoption of SFAS No. 133 will not have a significant effect on its financial
statements.


                                       20
<PAGE>


     On December 3, 1999, the SEC issued Staff Accounting Bulletin 101 ("SAB
101"), Revenue Recognition in Financial Statements. SAB 101 summarizes some of
the SEC's interpretations of the application of generally accepted accounting
principles to revenue recognition. Revenue recognition under SAB 101 was
initially effective for the Company's first quarter 2000 financial statements.
However, SAB 101B, which was released June 26, 2000, delayed adoption of SAB 101
until no later than the fourth quarter of fiscal year ending June 30, 2001.
Changes resulting from SAB 101 require that a cumulative effect of such changes
for 1999 and prior years be recorded as an adjustment to net income on July 1,
2000. The Company believes that its revenue recognition practices are in
substantial compliance with SAB 101 and that adoption of its provisions would
not be material to its annual or quarterly results of operations.

ITEM 7.   FINANCIAL STATEMENTS (SEE PART F/S BELOW)

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

     Not applicable.


                                       21
<PAGE>


                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

     The directors and officers of the Company are as follows:

     NAME                     AGE         POSITION
     ----                     ---         --------

     Nicholas Bird            62          CEO, President and Director

     Frank Favretto           48          Director

     Martin McCarthy          44          Director

NICHOLAS BIRD is a cofounder of TWC and has extensive engineering and managerial
experience, especially in South East Asia. In 1970, he joined Philips
Telecommunications Industries, Hilversum, Holland in their Singapore operation
and was soon promoted to Regional Manager of South East Asia for
Telecommunications and Data Systems. During this time, he set up a
telecommunications factory in Singapore for PABX and application development.
Until 1981, Mr. Bird led Philips Telecommunications' Singapore operation in
becoming a market leader in most of its chosen areas, increasing annual revenues
of S$250,000 to in excess of S$20 million. Philips transferred Mr. Bird to
Australia in 1985 as its Group Product Manager, Telecommunications and Data
Systems. In this position, he was responsible for strategy and direction to make
the Australian operations profitable. Philips instructed its Australian Company
to rationalize its operations. This eventually led to a management buyout. He
participated in the buyout and founded Trade Wind Technologies Pty Ltd (formerly
known as Trade Wind Communications Pty Ltd) in December 1986. He has been
significant in the growth and development of TWC and he now uses his expertise
for the continued growth of the Company in the capacity of Chief Executive
Officer. Mr. Bird was appointed as Chief Executive Officer and as a Director to
the Board of Directors of the Company on February 5, 1999.

FRANK FAVRETTO is a Chartered Accountant in Australia and is the non-executive
director of AusAsean Management Ltd., an Australian private Company and Chairman
of Coms21 Limited, an Australian public Company. Mr. Favretto established
Bankers Trust Australia's stock-broking operations in 1984 and held the
positions of Chairman and nonmember director of its Australian Stock Exchange
membership from 1984 to 1991. In 1991, he became Executive Vice-President of
Bankers Trust Australia's equity underwriting committee. In this role, Mr.
Favretto gained considerable experience in private and public capital raisings.
He was appointed a Director of TWC in November, 1996 and has been appointed to
the Board of Directors of the Company since completion of the reverse
acquisition of SVI in February 1999.

MARTIN MCCARTHY, was recently appointed a Director of the Company in May, 1999.
Mr. McCarthy was the President and CEO of IDD Enterprises, L.P. ("IDD") which
was recently sold to Dow Jones and Company. Mr. McCarthy has been a pioneer in
the online world for almost two decades. He has managed large organizations that
have created, commercialized and deployed leading edge technologies in the areas
of communications, information services and transactions. Prior to joining IDD
in 1988, Mr. McCarthy served as Vice President of Office Message and Information
Services at Western Union and was the youngest corporate officer in the firm's
130 year history. Mr. McCarthy has an MBA from Harvard University.

     The above listed officers and directors will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until their successors have been duly elected
and qualified. Vacancies in the existing Board of Directors are filled by
majority vote of the remaining Directors. Officers of the Company serve at the
will of the Board of Directors.


                                       22
<PAGE>


CONFLICTS OF INTEREST

     Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

     The officers and directors of the Company are now and may in the future
become shareholders, officers or directors of other companies that may be formed
for the purpose of engaging in business activities similar to those conducted by
the Company. Accordingly, additional direct conflicts of interest may arise in
the future with respect to such individuals acting on behalf of the Company or
other entities. Moreover, additional conflicts of interest may arise with
respect to opportunities which come to the attention of such individuals in the
performance of their duties or otherwise.

     The officers and directors are, so long as they are officers or directors
of the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director. If the Company or
the companies in which the officers and directors are affiliated with both
desire to take advantage of an opportunity, then said officers and directors
would abstain from negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if the Company
should decline to do so. Furthermore, no officer or director of the Company has
ever promoted, is promoting or will be promoting any other blank check Company
during their tenure as an officer and director of the Company. Accordingly,
there presently exists no conflict of interest in this regard. Except as set
forth above, the Company has not adopted any other conflict of interest policy
with respect to such transactions.

     No directors have failed to file on a timely basis, reports required to be
filed by Section 16(a) of the Securities Exchange Act of 1934 during the year
ended June 30, 2000 or any prior fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION

     The Company does not currently compensate any executive directly. Nicholas
Bird is employed by TWG, the Company's operating subsidiary, under the terms of
an employment agreement that provides for discretionary incentive compensation,
including without limitation, the grant of unvested options of the Company's
common stock and bonuses. For the year ended June 30, 2000, Mr. Bird received
total remuneration of $132,394 (1999: $81,543; 1998: $91,209), which comprised a
base salary of $85,117 (1999: $41,713; 1998: $65,620), and other compensation,
comprising superannuation contributions (similar to defined contribution plans)
and life insurance premiums of $47,277 (1999: $39,830; 1998: $25,589).

BOARD OF DIRECTORS COMPENSATION

     The Company does not pay directors who are also executive officers for
service on the Board of Directors. Non-executive directors receive $1,500 per
meeting and are reimbursed for their expenses incurred in attending meetings of
the Board of Directors.

LONG-TERM INCENTIVE AND PENSION PLANS

     The Company does not hold any long-term incentive or defined benefit
pension plans. In relation to the Company's subsidiary operations in Australia,
according to legislation the Company provides funds for long service leave to
staff who becomes eligible after 10 years of continuous service. Superannuation
(defined contribution benefits) payments are in line with norms in the various
countries that the Company and its subsidiaries operate.

     The Company is presently reviewing the merits of establishing an incentive
stock option plan for its key officers, directors and employees; however, no
such plan has been approved or implemented.


                                       23
<PAGE>


OTHER

     No director or executive officer is involved in any material legal
proceeding against the Company in which he will receive a benefit from such
legal proceedings.

EMPLOYMENT AGREEMENTS

     The Company currently has no employment agreement with any of its
employees. Certain employees have appointment letters that set out the standard
terms and conditions of employment but do not incorporate any contractual
obligations on employees to remain in the employ of the Company. Nicholas Bird
is an employed by TWG, the Company's operating subsidiary, under the terms of an
employment agreement dated March 11, 1999 that provides for discretionary
incentive compensation, including without limitation, the grant of unvested
options of the Company's common stock and bonuses.

The compensation to be provided to Mr. Bird during the term of his agreement is
as follows:

     1.   an annual salary of $197,027 exclusive of mandatory superannuation
          contributions, with the salary to be increased annually by a minimum
          of 5%;

     2.   performance based bonuses, if relevant performance criteria,
          determined by the Board of Directors, TWG and other parent companies
          from time to time are achieved;

     3.   life and disability insurance with the insurance proceeds to be paid
          to Mrs. A. .J. Bird;

     4.   financial tax advice provided by the Company's or TWG's auditors or
          financial consultants;

     5.   company vehicle (including all reasonable operation costs) or a
          mutually agreed allowance in lieu of a vehicle; and

     6.   costs and maintenance of a telephone line, fax line and security to
          the employee's residence including costs of calls.

     The initial term of the employment agreement is for five years and will
continue in force thereafter until terminated by either party on two months'
notice. Either party may terminate the employment agreement after the expiration
of three years, provided six months' written notice is given. TWG may terminate
the employment agreement at any time upon the occurrence of certain stated
events. If TWG wishes to terminate the employment agreement without giving the
required notice, TWG is required to pay Mr. Bird the greater of an amount equal
to his annual salary package for the balance of the term or equal to his annual
salary package for the last 18 month period of the term.

     The employment agreement may also be terminated by either party immediately
upon the earlier of any of the following events (individually, a "Termination
Event"), in which case TWG must pay Mr. Bird an amount not less than the greater
of his salary package for the balance of the term or his salary package for the
preceding 12 months:

     o    any person or group of persons associated with each other becoming the
          beneficial owner, directly or indirectly, of more than 40% of the
          total issued shares of TWG or any holding company of TWG;

     o    any person or group of persons associated with each other who are
          principally engaged in a business which is competitive with the
          business carried on by the TWG becoming the beneficial owner, directly
          or indirectly, of more than 20% of the issued shares of TWG or a
          holding company of TWG; and

     o    TWG or a holding company of TWG merging with or into another person or
          selling, assigning, conveying, transferring, leasing or otherwise
          disposing of all or potentially all of the assets of TWG to any
          person, or any person merging with or into TWG or a holding company of


                                       24
<PAGE>


          TWG, in each case pursuant to a transaction in which the issued shares
          of TWG or a holding company of TWG are converted into or exchanged for
          cash, securities or other property.

     Mr. Bird has agreed during the terms of his employment not to be actively
engaged or interested, directly or indirectly, in any capacity whatsoever, in
any employment other than in connection with the business conducted by TWG
during the term of his employment and for one year after the expiry of the
employment agreement, except where the agreement is terminated following a
Termination Event. Mr. Bird may, however, hold securities in a company or be the
beneficiary of a trust, which holds securities in a company, which may carry, on
business in competition with TWG.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's Charter and Bylaws provide that indemnification for all
directors and officers to the full extent permitted by the Idaho Corporation
Law. Under such provisions, any director or officer who, in such capacity, is
made or threatened to be made a party to any suit or proceeding, may be
indemnified if the Board determines the director or officer acted in good faith
and in a manner the director or officer reasonably believed to be in or not
opposed to the Company's best interest. The Charter, Bylaws, and the Idaho
Corporation Law further provide that indemnification is not exclusive of any
other rights to which individuals may be entitled under the Charter, the Bylaws,
any agreement, any vote of stockholders or disinterested directors, or
otherwise.

     The Company has the power to purchase and maintain insurance on behalf of
any person who is or was our director, officer, employee, or agent, or is or was
serving at our request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss incurred by any person in any capacity or arising
out of his status as, whether or not we would have the power to indemnify person
against liability under Idaho law.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the stock shown.

<TABLE>
<CAPTION>

  -------------------------------- ----------------------------- -----------------------------
              NAME(1)                    NUMBER OF SHARES         PERCENTAGE OF OUTSTANDING
                                                                          SHARES(2)
  -------------------------------- ----------------------------- -----------------------------
<S>                                       <C>                              <C>
  Trade Wind                                8,800,000                        86.3%
  Communications Limited
  -------------------------------- ----------------------------- -----------------------------
  Nicholas Bird(3)                          1,276,973                        12.5%
  -------------------------------- ----------------------------- -----------------------------
  Martin McCarthy(4)                          231,314                         2.3%
  -------------------------------- ----------------------------- -----------------------------
  Frank Favretto(5)                           168,307                         1.7%
  -------------------------------- ----------------------------- -----------------------------
  All officers and Directors as             1,676,594                        16.4%
  a group (3 persons)
  -------------------------------- ----------------------------- -----------------------------
</TABLE>

(1)  Except as otherwise indicated, the address for each of the named
     individuals is c/o Flexemessaging.com, Inc., Level 27 Grosvenor Place, 225
     George Street, Sydney NSW 2000, Australia.

(2)  Except as otherwise indicated, the shareholders listed in the table have
     sole voting and investment power with respect to all shares of common stock
     beneficially owned by them. Pursuant to the rules and regulations of the
     Securities and Exchange Commission, shares of common stock that an
     individual or group has a right to acquire within sixty (60) days pursuant
     to the exercise of warrants or options are deemed to be outstanding for the
     purposes of computing the percentage ownership of such individual or group,
     but are not deemed to be outstanding for the purpose of computing the
     percentage ownership of any other person shown in the table.


                                       25
<PAGE>


(3)  Represents shares held by Trade Wind Communications Limited of which
     Skyglen Pty Limited, an Australian trust company, is a shareholder. Mr.
     Nicholas Bird is trustee of Skyglen Pty Limited. Mr. Bird is a member of
     the Board of Directors of Trade Wind Communications. Mr. Bird disclaims
     beneficial ownership with respect to the shares of the Company's common
     stock owned by Trade Wind Communications Limited. Mr. Bird is a director of
     the Company and is President and Chief Executive Officer of the Company.

(4)  Represents shares held by Trade Wind Communications Limited of which Mr.
     Martin McCarthy is a shareholder. Mr. McCarthy has no control over Trade
     Wind Communications Limited or power to direct Trade Wind Communications'
     voting or disposition of its interest in the Company's common stock. Thus,
     Mr. McCarthy disclaims beneficial ownership with respect to the shares of
     the Company's common stock owned by Trade Wind Communications Limited. Mr.
     McCarthy is a director of the Company.

(5)  Represents shares held by Trade Wind Communications Limited of which
     Valazco Pty Limited, an Australian trust company, is a shareholder. Mr.
     Frank Favretto is trustee of Valazco Pty Limited. Mr. Favretto disclaims
     beneficial ownership with respect to the shares of the Company's common
     stock owned by Trade Wind Communications Limited. Mr. Favretto is a
     director of the Company.

     Beneficial ownership has been determined in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934. Generally, a person is deemed to be the
beneficial owner of a security if he has the right to acquire voting or
investment power within 60 days.

     The balance of the Company's securities are held by approximately
thirty-one persons.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There were no related party transactions or any other transactions or
relationships during the year ended June 30, 2000 that are required to be
disclosed.

     Subsequent to the year end, management of the Company has considered
reorganizing the Company to a foreign jurisdiction in order to more efficiently
and cost-effectively manage the Company's operations as well as avail itself to
foreign financing. The Board of Directors have approved an exchange offer
proposal from its major shareholder, TWC, whereby the Company would become a
wholly owned subsidiary of TWC and TWC would then merge the Company into a newly
created subsidiary located in Bermuda. Under this proposal, TWC would become the
successor issuer to the Company (pursuant to Rule 12g-3(a) and (f) of the
Securities Exchange Act of 1934, as amended) providing the shareholders with the
continued benefit of the Company's present reporting status through TWC, as well
as TWC's existing listing on the Canadian Ventures Exchange. The Company would
also then be reorganized under the laws of Bermuda which will allow management
to more efficiently and cost effectively manage the Company and seek to raise
funds in Australia and Canada where the Company and TWC's reputations are better
known. On September 1, 2000, the Board of Directors approved the exchange offer
upon determining the offer would be in the best interest of the Company. The
Board requested and received an opinion of Horwath Investment Services Pty Ltd
supporting its determination that the exchange ratio and transaction is fair and
reasonable. Accordingly, the Company will present the matter for a vote to the
shareholders at a special meeting to be held no later than March 15, 2001.
Specifically, TWC proposes to exchange 1.754880714 of its shares for each
outstanding share of common stock of the Company on the record date of October
5, 2000 pursuant to the terms of an Arrangement Agreement and in accordance with
Section 99 of the Bermuda Companies Act and the Idaho General Business
Corporations Laws. TWC shareholders approved the exchange transaction on
November 9, 2000 at a special meeting of shareholders.


                                       26
<PAGE>


                                    PART F/S

FINANCIAL STATEMENTS.

     The following financial statements are attached hereto and filed as a part
hereof.

     1) Table of Contents Financial Statements
     2) Independent Auditors' Report
     3) Consolidated Balance Sheet
     4) Consolidated Statements of Loss and Comprehensive Loss
     5) Consolidated Statements of Changes in Cash Flows
     6) Consolidated Statement of Stockholders' Equity
     7) Notes to Financial Statements

ITEM 13.  EXHIBIT INDEX

No.                                                                  Sequential
                                                                      Page No.


(3) Certificate of Incorporation and Bylaws

     3.1  Certificate of Incorporation and
          Amendments Thereto*

     3.2  Bylaws*

(10) Material Contracts

     10.1  Merger Agreement*
     10.2  IPC Information Systems Inc - Distribution Agreement*
     10.3  Premiere Information Systems Pty Ltd - Heads of Agreement*
     10.4  Premiere Information Systems Pty Ltd - Wholesale Agreement*
     10.5  Trend Micro - Partnership Agreement*
     10.6  Scottish Pacific Business Finance Limited - Undisclosed Factoring
           Agreement*

(21) List of Subsidiaries*
(27) Financial Data Schedule

     27.1 Financial Data Schedule*

------------------------
*Previously filed


                                       27
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        FLEXEMESSAGING.COM, INC.
                                        (Registrant)
Date: February 2, 2001

                                        /s/ Nicholas Bird
                                        ---------------------------------------
                                        Nicholas Bird, President


                                       28
<PAGE>










                            Flexemessaging.com, Inc.




                     REPORT FOR THE YEAR ENDED JUNE 30, 2000










                                      F-1
<PAGE>


For financial accounting purposes, as a result of the reverse acquisition by
Flexemessaging.com, Inc. (the "Company") of the business assets of Trade Wind
Communications Limited ("TWC"), consisting of the stock of Trade Wind Group Pty
Ltd., the financial statements presented herein are the consolidated financial
statements of the Company for the year ended June 30, 2000 and June 30, 1999.

The Company has two divisions: Voice and Data Division and Flexemessaging
Division operating under the trade name of Flexemessaging Global Services. The
Voice and Data Division is a specialist supplier and integrator of voice
communication systems and decision support applications for dealing rooms,
emergency services and other organizations with mission-critical needs. The
Flexemessaging Division operates an enhanced fax broadcast service over a global
network. Flexemessaging specializes in quality fax broadcasts generated from
customers' desktops for delivery to any destination in the world.

SCHEDULE A          FINANCIAL INFORMATION
----------          ---------------------



                                      F-2
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


TO THE SHAREHOLDERS
FLEXEMESSAGING.COM, INC

We have audited the accompanying consolidated balance sheet of
Flexemessaging.com, Inc. as of June 30, 2000 and the related consolidated
statements of loss and comprehensive loss, stockholders' equity/(deficit) and
cash flows for the years ended June 30, 2000 and l999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Flexemessaging.com, Inc. at June 30, 2000 and the consolidated results of their
operations and their cash flows for the years ended June 30, 2000 and 1999 in
conformity with generally accepted accounting principles in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1c to the
financial statements, the Company has suffered recurring losses from operations
and has a net working capital deficiency that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1c. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 1s, the accompanying financial statements have been
restated to reflect the effect of a change in the revenue recognition policy of
the Company and to reflect expense for shares issued to AICH for no
consideration.

                                             BDO INTERNATIONAL
                                             CHARTERED ACCOUNTANTS
Sydney, Australia
September 28, 2000, except for Note 1s, for which
the date is January 16, 2001


                                      F-3
<PAGE>


FLEXEMESSAGING.COM, INC.
CONSOLIDATED BALANCE SHEET

--------------------------------------------------------------------------------
                                                          NOTE     30 JUNE 2000
                                                                  $
CURRENT
     Cash                                                   2         1,844,917
     Receivables                                            3         1,548,815
     Inventory                                                          201,060
     Deferred charges                                                    97,642
                                                                      3,692,434

CAPITAL ASSETS                                              4           332,286
OTHER                                                       5            14,122
                                                                        346,408
                                                                      4,038,842

--------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT

     Trade Creditors                                                  2,102,343
     Sundry creditors and accruals                          6           831,173
     Customer deposits                                                  820,413
     Deferred revenue                                                   265,229
     Current portion of lease obligations                   7            10,859
     Loans payable                                          8            36,249
                                                                      4,066,266

NON CURRENT

     Non current portion of lease obligations               7             9,027
     Loans payable                                          8           145,316
     Notes payable to related parties                       8           113,955
     Employee entitlements payable                                      140,027
                                                                        408,325

TOTAL LIABILITIES                                                     4,474,591

--------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY/(DEFICIT)

     Common Stock, $0.001 par value; 20,000,000 shares
     Authorized; 10,200,000 shares issued                                10,200
     Preferred Stock, $0.001 par value; 5,000,000 shares
     Authorized; no shares issued                                             -
     Additional paid in capital                                       6,940,264
     Comprehensive income  foreign currency                 9           217,024
     translation
     Accumulated deficit                                             (7,603,237)
                                                                       (435,749)

                                                                      4,038,842

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

The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements.


                                      F-4
<PAGE>


CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

--------------------------------------------------------------------------------
                                                    30 JUNE         30 JUNE
                                           NOTE       2000            1999
                                                        $               $
                                                -------------      -------------
Revenues                                           10,945,636         9,108,219
                                                -------------      -------------
     Less:
     Cost of Sales                                  6,272,211         4,835,707
                                                -------------      -------------

Gross Profit                                        4,673,425         4,272,512
                                                -------------      -------------
Operating Expenses
     Network operating costs                           39,053           106,217
     Selling, general and administrative            5,158,640         5,121,234
     Shares issued for no consideration   1a, 1s            -         1,500,000
     Depreciation and amortization                    363,280           486,048
     Reorganisation Costs                    10       815,713                 -
Total operating expenses                            6,376,686         7,213,499

Loss from Operations                               (1,703,261)       (2,940,987)
                                                -------------      -------------
Other income/(expense)
     Interest paid
          -Leases                                      (3,511)           (1,436)
          -loans - short term                         (70,844)          (59,619)
          -Discount on stock issuance                       -          (550,000)
     Interest received                                 18,090            14,631
                                                -------------      -------------

Loss for the year before income tax                (1,759,526)       (3,537,411)
                                                -------------      -------------

Income tax expense                           11             -                 -
                                                -------------      -------------
Net loss                                           (1,759,526)       (3,537,411)
                                                -------------      -------------
Other comprehensive income/(loss)
Foreign currency translation adjustments               78,291           (96,431)

Comprehensive loss                                 (1,681,235)       (3,633,842)
                                                -------------      -------------

Net loss per share                                      (0.17)            (0.38)
                                                -------------      -------------

Weighted average number of shares                  10,408,333         9,300,000

The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements.


                                      F-5
<PAGE>


CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS
--------------------------------------------------------------------------------
                                                  30 JUNE 2000      30 JUNE 1999
                                                -------------      -------------
                                                       $                $
                                                -------------      -------------
CASH PROVIDED/(USED) BY:

OPERATING ACTIVITIES
Operations
     Net loss for the year                         (1,759,526)       (3,537,411)
     Items not involving cash:
     Amortization                                     363,280           486,048
     Performance stock based expense                        -         1,500,000
     Write down of network equipment                  357,080                 -
     Interest expenses related to issuance of
     stock at a discount                                    -           550,000

     Increase/(decrease) from changes in:
     Accounts receivable                              350,899           224,035
     Inventory                                        105,310           (39,644)
     Deferred charges                                 450,380            (7,317)
     Accounts payable and other Accruals            1,129,143        (1,024,398)
     Income taxes                                        (111)               (3)
     Employee entitlement payable                       8,176            25,067
                                                    1,004,631        (1,823,623)

INVESTING ACTIVITIES
     Investments in:
     Capital assets - net                             (25,725)         (481,852)
                                                      (25,725)         (481,852)
FINANCING ACTIVITIES
     Loans raised                                     818,558         1,250,000
     Loans repaid                                           -        (1,000,000)
     Loan payable on securitization of debt           (38,186)            2,687
     Lease payments                                   (33,273)          (25,183)
     Proceeds on issue of stock                             -           689,571
     Contribution of capital                                -           917,435
                                                      747,099         1,834,510

(DECREASE)/INCREASE IN CASH                         1,726,005          (470,965)
Cash at beginning of year                             118,912           589,877
CASH AT END OF YEAR                                 1,844,917           118,912

SUPPLEMENTAL NONCASH INVESTING AND

FINANCING ACTIVITIES

Capital lease obligations                                   -            59,191
Loan converted to share capital                       487,275                 -
Interest                                               74,355            61,055


The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements.


                                      F-6
<PAGE>


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         COMMON STOCK
                                   ------------------------
                                                                ADDITIONAL
                                                                  PAID IN        ACCUMULATED
                                      SHARES       AMOUNT         CAPITAL          DEFICIT
                                   -----------  -----------     -----------      -----------
<S>                                <C>          <C>             <C>              <C>
Balance, at June 30, 1997              680,800      506,515       1,574,378       (1,834,042)
Contributed capital                                                 481,659
                                   -----------  -----------     -----------      -----------
Net loss for the year                                                               (472,258)

                                   -----------  -----------     -----------      -----------
Balance at June 30, 1998               680,800      506,515       2,056,037       (2,306,300)
                                   -----------  -----------     -----------      -----------

Recapitalization on
  February 5, 1999 (see
  Note (a) below)                    8,119,200     (497,715)        497,715
                                   -----------  -----------     -----------      -----------

Common stock for SVI                   500,000          500            (500)
                                   -----------  -----------     -----------      -----------

Shares issued to AICH for
  Placement Agreement                  600,000          600       1,499,400
                                   -----------  -----------     -----------      -----------

Common stock issued on March 16,
   1999 @ $2.50 per share              300,000          300         749,700

Listing costs attributable to
   issuance                                                         (60,429)
Contributed capital on March 31,
   1999                                                             917,345
                                   -----------  -----------     -----------      -----------

Common stock issued on June 9,
   1999 at $1.25 per share             200,000          200         249,800
                                   -----------  -----------     -----------      -----------

Interest expense related to
   stock issued at a discount                                       550,000
                                   -----------  -----------     -----------      -----------

Net loss for the year                                                             (3,537,411)
                                   -----------  -----------     -----------      -----------

Balance, at June 30, 1999           10,400,000       10,400       6,459,068       (5,843,711)
                                   -----------  -----------     -----------      -----------

Performance shares canceled on
   May 31, 2000                       (300,000)        (300)            300
                                   -----------  -----------     -----------      -----------
Shares issued on May 31, 2000          100,000          100         249,900
                                   -----------  -----------     -----------      -----------
AICH loan converted to equity                                       237,275
                                   -----------  -----------     -----------      -----------
Net loss for the year                                                             (1,759,526)
                                   -----------  -----------     -----------      -----------
Costs attributable to issuance                                       (6,279)
                                   -----------  -----------     -----------      -----------
Balance, at June 30, 2000           10,200,000       10,200       6,940,264       (7,603,237)
                                   -----------  -----------     -----------      -----------
</TABLE>

(a) The recapitilization that occurred on February 5, 1999 was necessary in
order to adjust the issued share capital to 8,800,000 shares. As described in
Note 1 to the financial statements, Flexemessaging.com, Inc acquired the
business assets of TWC, consisting of the stock of TWG, in exchange for
8,800,000 shares of common stock of Flexemessaging.com, Inc.


                                      F-7
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   ORGANIZATION

     Trade Wind Communications Limited, a Bermudan corporation, listed on the
     Canadian Ventures Exchange (VSE: TWC) ("TWC") entered into a business
     combination agreement ("Merger Agreement") on February 5, 1999 with
     Flexemessaging.com, Inc. (previously Siler Ventures Inc., "SVI") and
     Atlantic International Capital Holdings Ltd., a corporation located in
     Bermuda ("AICH"), to complete a reverse acquisition of Flexemessaging.com,
     Inc. and a financing arrangement of $3,660,000 through the sale of
     Flexemessaging.com, Inc. common stock pursuant to an exemption from the
     registration requirements of the Securities Act of 1933, as amended.

     On February 5, 1999, SVI entered into the Merger Agreement with TWC to
     purchase all of its business assets, consisting of the stock of Trade Wind
     Group Pty Limited ("TWG"), a wholly-owned subsidiary of TWC, incorporated
     on September 6, 1988. SVI was a non-operating public shell with no tangible
     assets and 1.1 million shares of common stock outstanding, consisting of
     500,000 shares held by the former shareholders of SVI and 600,000 shares
     held by or for the benefit of AICH in part consideration for services
     rendered and in contemplation of future services to be rendered. This
     merger of TWG and SVI (a non-operating public shell with a tangible asset
     value of nil) resulted in TWG having actual or effective operating control
     of the combined Company after the transaction. As a result, this
     transaction has been treated as a capital transaction in substance, rather
     than a business combination and has been accounted for as a reverse
     acquisition. Any references to past accomplishments of the Company and its
     financial information, prior to the acquisition, relate solely to TWG, as
     combined, since SVI (now known as Flexemessaging.com, Inc.) has been
     inactive for several years. SVI acquired the assets of TWG in exchange for
     the issuance of 8.8 million shares of common stock. This valuation was
     based on arms length negotiation driven by ultimate ownership principles. A
     forward valuation (a valuation arrived at by applying a revenue multiple to
     the Company's future revenue stream) based on future revenues was
     determined and from this capitalization model, the total outstanding common
     stock was calculated. Thereafter, the respective equity ownership positions
     were negotiated. SVI continued the operations of TWG as a wholly owned
     operating subsidiary.

     In January 1998, TWC entered into an agreement with AICH (the "US
     Acquisition Agreement") to perform two tasks. First, AICH was to identify
     an acquisition target and secondly, AICH was to arrange for funding for TWC
     and its controlled entities pending completion of the acquisition of the
     acquisition target. Pursuant to that agreement, AICH identified SVI as an
     acquisition vehicle/target and assisted the Company and TWC in structuring
     and concluding the reverse acquisition. The transaction or reverse
     acquisition that resulted from the implementation of the US Acquisition
     Agreement was documented in the Merger Agreement. In return, the
     shareholders of SVI were allocated 500,000 of the Company's common stock
     after it had been recapitilized. The fair value of the assets and
     liabilities assumed in the reverse acquisition were nil.

     Per the Merger Agreement, AICH was to assist the Company in seeking to
     raise $3,660,000 through the sale of the Company's common stock pursuant to
     future private placements. AICH made an interim placement on March 16, 1999
     of 300,000 shares of common stock of the Company for $750,000. As a
     condition of the Merger Agreement with AICH, 600,000 shares of the
     Company's common stock were to be issued to AICH consisting of (i) 559,016
     performance shares for arranging future financing, and (ii) 40,984 shares
     for services rendered by AICH to assist TWC in raising capital to negotiate
     and complete the merger transaction. However, the former entity, SVI,
     erroneously issued these shares as part of its reorganization and reverse
     stock split undertaken pursuant to the Merger Agreement, rather than
     holding the shares in reserve for issuance. For this reason, the Company
     and AICH entered into a Lock Up Agreement in March 1999 whereby the 559,016
     performance shares were to be placed in escrow and released from the
     restrictions set forth in the Lock Up Agreement in proportion to the funds
     raised by AICH, subject to a minimum of $1 million being raised.

     However, AICH did not raise the required funding within the prescribed time
     and the Company and AICH mutually agreed to terminate their relationship as
     of May 10, 2000 under the terms of a Deed of Release. As of the date of the


                                      F-8
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     Deed of Release, AICH had only raised $750,000 and thus fell short of the
     $1 million minimum funding level to qualify for any of the performance
     shares. Per the terms of the Deed of Release, AICH could convert the
     outstanding debt evidenced by a promissory note issued to AICH in July 1999
     into equity in order to satisfy the minimum funding threshold. As a result
     of the conversion from debt to equity, AICH was issued 100,000 shares at
     $2.50 per share in May 2000.

     The Lock Up Agreement restricted 559,016 of the previously issued shares of
     SVI and sought to place these shares in escrow with the Company upon return
     of the erroneously issued shares by AICH until such time as the shares were
     earned by the performance of AICH. For each $1 raised by AICH for the
     Company, the Company would release 0.1641061 shares from escrow as earned.
     However, AICH never returned the 559,016 shares to the Company to be held
     in escrow. Prior to March 1999, AICH assisted TWC in raising funds to meet
     its working capital requirements through the completion of the merger under
     the terms of the US Acquisition Agreement and provided that AICH receive
     performance shares of SVI, the acquisition target, as commission upon
     completion of the merger in connection with raising such funds. AICH raised
     funds through convertible notes entitling the holders of such notes to
     convert the notes into the capital stock of TWC and entitling AICH to
     40,984 performance shares of SVI as commission. These shares were not
     subject to the terms of the Lock Up Agreement nor the $1 million minimum
     funding threshold thereof.

     In March 1999, AICH raised $750,000 through a private placement and would
     be entitled to the release of 123,079 performance shares from the
     restrictions set forth in the Lock Up Agreement upon meeting the $1 million
     minimum funding threshold.

     As of May 10, 2000 and under the terms of the Deed of Release, AICH
     converted a portion of its outstanding debt evidenced by a promissory note
     issued in July 1999 to equity in the amount of $250,000 to meet the $1
     million minimum funding threshold. AICH was issued 100,000 shares at a
     price per share of $2.50. This conversion of debt to equity entitled AICH
     to the additional release of 41,027 performance shares from the
     restrictions set forth in the Lock Up Agreement, together with the
     previously earned 123,079 performance shares.

     As of May 10, 2000, AICH was entitled to only 205,090 performance shares
     out of the 600,000 shares originally issued to AICH by SVI. Under the terms
     of the Lock Up Agreement and the Deed of Release, AICH was to return
     394,910 shares to the Company for cancellation. However, AICH was only in
     possession of 300,000 shares to return for cancellation. The Company, upon
     receipt of the certificate evidencing the 300,000 shares, canceled the
     certificate and respective shares. As of May 10, 2000, under the terms of
     the Deed of Release, the Company offset an amount equal to the missing
     94,910 shares multiplied by $2.50 per share, or $237,275, against the
     outstanding principal of the promissory note dated July 1999 issued to
     AICH. The Company has no knowledge of any sales of restricted stock made by
     AICH.

     As the AICH shares were issued for no consideration (but rather for
     services), a fair value had to be determined in order for the Company to
     record an expense. The value assigned to the 600,000 shares is $2.50 per
     share and is based upon an arm's length transaction that occurred at
     approximately the same time as the AICH issuance and provides an insight as
     to the market value of the securities. As a result of the issuance, an
     amount of $1,500,000 has been charged to the consolidated statement of loss
     and comprehensive loss for the year ended June 30, 1999.

     Flexemessaging.com, Inc is incorporated under the laws of Idaho. Its stock
     was traded on the Over the Counter Bulletin Board market until April 2000
     and is now traded in the pink sheets, but is not registered with the US
     Securities and Exchange Commission or the securities commission of any
     state.

     TWC is a holding company that did not carry on any operations. Its only
     expenditures were in relation to investor relations and stock exchange
     compliance, relating to its capital stock as listed on the Canadian
     Ventures Exchange. As a result, all costs of doing business (i.e. officer
     and employee salaries, rent, depreciation, advertising, accounting, legal,
     interest expense) have been reflected in the financial statements of TWG.


                                      F-9
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     The Company is primarily engaged in two major business segments: Voice and
     Data and electronic messaging. The Company's Voice and Data Division is a
     value add distributor of communication systems and data applications for
     financial traders and emergency services operations. The Company's
     Flexemessaging Division (electronic messaging) provides customers with a
     global enhanced fax and email broadcast services originating from the
     customers' desktop personal computer ("PC") or the internet.

     These financial statements are stated in US dollars and have been prepared
     in accordance with generally accepted accounting principles in United
     States.

     These financial statements present figures for the Company for the years
     ended June 30, 2000, and June 30, 1999.

b.   PRINCIPLES OF CONSOLIDATION

     The consolidated accounts comprise the accounts of the Company and all of
     its subsidiaries. All material intercompany accounts and transactions have
     been eliminated.

c.   GOING CONCERN

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities and commitments in the normal course of business. The Company
     has incurred cumulative losses to date of $7,603,237 that includes a net
     loss for the current period of $1,759,526. Management has the following
     objectives for the next fiscal year:

     o    Continue to reposition the Company into a more broad based and value
          added messaging service and away from its heavy reliance on fax
          distribution using its proprietary network. The ongoing focus will be
          on providing delivery capability to a wide variety of delivery
          platforms, especially new messaging delivery platforms, such as WAP
          (wireless application protocol) etc.

     o    Identify m-commerce and e-commerce opportunities complementary to the
          messaging basis of the Company. These opportunities are currently
          under active consideration and will initially be financed in house.
          The actual costs will only be known after a project research and
          feasibility study is completed. This is expected to be completed by
          the end of the forthcoming third fiscal quarter.

     o    Seek Acquisition, Partnering or Joint Venture opportunities, which
          will be complementary to the future messaging strategy and provide
          opportunities for growth.

     o    Expand or identify opportunities to service new areas of the market.
          The first of these opportunities has been addressed by the specialized
          email delivery service that will be launched in the forthcoming second
          fiscal quarter.

     o    Upgrade the existing delivery engine to be compatible with the latest
          technological trends to facilitate data interchange with current and
          future messaging technologies.

     o    Expand the Company's Voice and Data business and product range. Due to
          the consolidation in the financial dealing room market the emphasis
          will be changed from turret systems to call centers and their
          applications.

     The Company believe that current objectives and cash needs for operations
     will be funded by the sale of the account receivables of the Flexemessaging
     Division under a working capital based factoring facility established with
     Scottish Pacific Business Finance Pty Ltd. and cash profits generated from
     the Voice & Data and Flexemessaging Divisions. Acquisitions that the
     Company may decide to pursue will be funded by the issuance of shares or by
     cash raised from the investment community.

d.   GOODWILL AND INTANGIBLES

     Goodwill is recorded initially at the amount by which the purchase price
     for a business or for ownership interest in a controlled entity exceeds the
     fair value attributed to its net tangible assets at date of acquisition.


                                      F-10
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     Goodwill is amortized on a straightline basis over a period of 10 years.
     Intangibles represent trademarks and customer list acquisition. Intangibles
     are amortized on a straightline basis over a period of 5 years.

e.   LONGLIVED ASSETS

     Longlived assets, consisting principally of capital assets, are reviewed
     for impairment whenever events or changes in circumstances indicate that
     the carrying amount may not be recoverable. If the sum of the expected
     future undiscounted cash flows is less than the carrying amount of the
     asset a loss is recognized for the difference between the fair value and
     the carrying value.

f.   INVENTORIES

     Inventories are measured at the lower of cost and net realizable value.
     Costs are assigned on a first-in, first-out basis and include direct
     materials and external direct labor. Inventory comprises finished goods
     consisting primarily of consoles, handsets, console cards, line cards,
     controller cards, power supplies, pagers and cordless telephony equipment.

g.   INCOME TAX

     The Company accounts for income taxes under an asset and liability approach
     that requires the recognition of deferred tax assets and liabilities for
     the expected future tax consequences of events that have been recognized in
     the Company's financial statements or tax returns. To the extent it is more
     likely than not that all of the Company's deferred tax assets will not be
     realized a valuation allowance is recorded to reduce the deferred tax asset
     to its estimated Net Realizable Value.

h.   CAPITAL ASSETS

     Capital assets are recorded at cost. Amortization is provided on owned
     plant and equipment over their estimated useful lives ranging from 2.5 to 8
     years using either the straight line or diminishing balance method. Leased
     assets are amortized over the shorter of the estimated life of the assets
     or the term of the lease.

i.   RESEARCH AND DEVELOPMENT

     Research and Development expenditures are expensed as incurred.

j.   EMPLOYEE BENEFITS

     Provision is made in respect of the Company's liability for annual leave
     and long service leave at the balance sheet date. Long service leave is
     accrued in respect of all employees.

     Contributions are made by the Company to an employee superannuation fund
     (similar to a defined contribution plan) and are charged as expenses when
     incurred. The amount contributed to the fund was $254,705 (1999: $235,701).
     The Company has a statutory obligation to contribute 7% of total
     remuneration to the employee superannuation fund. The contributions are
     paid to externally managed funds. The Company has no other legal obligation
     to provide benefits to employees on retirement.

k.   REVENUE RECOGNITION

     Revenue generated by the Voice & Data Division from product sales and
     related installation is recognized upon customer acceptance after
     completion of the installation. Under contract provisions, customers may be
     progress-billed prior to the completion of the installations. The revenue
     related to these advance payments is deferred until the system
     installations are completed and accepted. Contracts for maintenance are
     billed in advance, and are recorded as deferred revenue and recognized


                                      F-11
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     ratably over the contractual periods. All direct costs incurred prior to
     revenue recognition are reflected as deferred charges on the balance sheet.

     Revenue is recognized on a gross basis as the Company acts as principal in
     the transaction, takes title to products, and assumes the risks and rewards
     from ownership. Under certain agreements for specified geographic regions,
     the Company acts as an agent and recognizes revenue on a net basis as
     commissions are earned. (See Note 10).

     All deferred costs relate solely to direct costs. These direct costs relate
     almost entirely to material supplied by the third party suppliers. In a few
     cases, the deferred costs relate to external labor provided by contractors
     in relation to data and voice line cabling. There has been no internal
     labor or indirect overhead cost included in the direct costs.

     Sales revenue for the Flexemessaging division is recognized upon successful
     transmission of fax deliveries.

l.   FOREIGN CURRENCY TRANSACTIONS AND BALANCES

     The financial position and results of operations of the Company are
     determined using the Australian dollar as the functional currency. Assets
     and liabilities are translated at the exchange rate in effect at each
     period end. Amounts on the statement of loss and comprehensive loss are
     translated at the average rate of exchange prevailing during the period.
     Translation adjustments arising from the use of different exchange rates
     from period to period are included in the comprehensive income account in
     shareholders' equity. The gains and losses from foreign currency
     transactions are included in net loss.

m.   FINANCIAL INSTRUMENTS

     The Company's financial instruments consist of cash, receivables, accounts
     payable, other loans, and employee entitlements payable. Unless otherwise
     noted, it is management's opinion that the Company is not exposed to
     significant interest, currency or credit risks arising from these financial
     instruments. The fair values of these financial instruments approximate
     their carrying values, unless otherwise noted.

n.   USE OF ESTIMATES

     The preparation of financial statements in accordance with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosures of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could materially differ from
     these estimates. The assets that required management to make significant
     estimates and assumptions in determining carrying values include plant and
     equipment and all other noncurrent assets.

o.   LOSS PER SHARE

     Basic earnings per share is computed by dividing the net loss by the
     weighted average number of stock of common stock outstanding each year.
     Diluted earnings per share is computed in a manner consistent with that of
     basic earnings per share while giving effect to all potentially dilutive
     common stock equivalents that were outstanding during the period. For the
     years ended June 30, 2000 and 1999 there were no common stock equivalents,
     therefore both basic and dilutive earnings per share were the same amounts
     for both periods. Net loss per share is calculated assuming
     recapitalization occurred at the beginning of the earliest period shown.

p.   NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133.
     "Accounting for Derivative Instruments and Hedging Activities". SFAS No.
     133 requires companies to recognize all derivatives contracts as either
     assets or liabilities in the balance sheet and to measure them at fair
     value. If certain conditions are met, a derivative may be specifically


                                      F-12
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     designated as a hedge, the objective of which is to match the timing of
     gain or loss recognition on the hedging derivative with the recognition of
     (i) the changes in the fair value of the hedged asset or liability that are
     attributable to the hedged risk or (ii) the earnings effect of the hedged
     forecasted transaction. For a derivative not designated as a hedging
     instrument, the gain or loss is recognized in income in the period of
     change SFAS No. 133 is effective for all fiscal quarters of fiscal years
     beginning after June 15, 2000. Based on its current and planned future
     activities relative to derivative instruments, the Company believes that
     the adoption of SFAS No. 133 will not have a significant effect on its
     financial statements.

     On December 3, 1999, the SEC issued Staff Accounting Bulletin 101 ("SAB
     101"), Revenue Recognition in Financial Statements. SAB 101 summarizes some
     of the SEC's interpretations of the application of generally accepted
     accounting principles to revenue recognition. Revenue recognition under SAB
     101 was initially effective for the Company's first quarter 2000 financial
     statements. However, SAB 101B, which was released June 26, 2000, delayed
     adoption of SAB 101 until no later than the fourth quarter of fiscal year
     ending June 30, 2001. Changes resulting from SAB 101 require that a
     cumulative effect of such changes for 1999 and prior years be recorded as
     an adjustment to net income on July 1, 2000.. The Company believes that its
     revenue recognition practices are in substantial compliance with SAB 101
     and that adoption of its provisions would not be material to its annual or
     quarterly results of operations.

q.   RISKS AND UNCERTAINTIES

     A significant portion of the Company's client base is concentrated within
     the financial services industry. An economic downturn in the financial
     services industry could have a material adverse effect on the Company's
     results of operations.

r.   SALE OF ACCOUNTS RECEIVABLE

     The Company has adopted SFAS No 125, "Accounting for Transfers and
     Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS
     125"), which provides consistent standards for distinguishing transfers of
     financial assets that are sales from transfers that are secured borrowings.
     The Company has established a factoring line with Scottish Pacific that
     enables the Company to sell selected accounts receivable invoices to the
     bank with full recourse against the Company. Pursuant to the provisions of
     SFAS 125, the Company reflected the transactions as a sale of assets and
     established an accounts receivable from Scottish Pacific for the retained
     amount less the costs of the transaction and less any anticipated future
     loss in the value of the retained asset. The retained amount is equal to
     15% of the total accounts receivable invoice sold to the bank less 0.7% of
     the total invoice as an administrative fee and an annual interest loading
     of 2% per annum of the total outstanding accounts receivable as a finance
     fee. The amount owing to Scottish Pacific as at June 30, 2000 was $36,249
     as compared to $74,435 as at June 30, 1999.

s.   CORRECTION OF ERROR

     The financial statements have been restated to reflect the effect of a
     change in the revenue recognition policy of the Company and the recording
     of the expense in relation to the issuance of the performance shares.

     The revenue recognition policy has been restated to recognize revenue only
     upon customer acceptance after completion of the installation of its voice
     switching systems. The prior policy was to recognize revenue upon delivery
     and installation of our systems, prior to customer acceptance, but only in
     cases where there was a high probability of customer acceptance. As a
     result of the change in policy, recognition of revenue and associated
     direct costs that previously occurred at the time of delivery and
     installation is now deferred until customer acceptance. The correction was
     quantified by identifying system sales where customer acceptance occurred
     in a fiscal quarter, following the fiscal quarter in which the delivery and
     installation of a system took place.


                                      F-13
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

     The Company (or SVI) issued performance shares for no consideration and as
     a result, a fair value had to be determined in order to record the expense.
     The value assigned to these 600,000 shares is $2.50 per share and is based
     upon arm's length transactions that occurred at approximately the same time
     as the AICH issuance and provides an insight as to the market value of the
     securities. Previously these shares were excluded from the weighted average
     number of shares, until May 10, 2000, when the minimum funding requirement
     for earning the performance shares was met and all agreements with AICH
     were terminated.

     This change has resulted in an increase/(decrease) on the following:

     -------------------------------------------------- ---------------
     Increase/(decrease) in:                                      1999
                                                                  ----
     -------------------------------------------------- ---------------
     Revenue                                                   234,374
     -------------------------------------------------- ---------------
     Net loss                                                1,415,210
     -------------------------------------------------- ---------------
     Net loss per share                                           0.15
     -------------------------------------------------- ---------------
     Deferred charges                                           91,238
     -------------------------------------------------- ---------------
     Deferred revenue                                          119,060
     -------------------------------------------------- ---------------
     Beginning Accumulated deficit                             112,612
     -------------------------------------------------- ---------------


                                      F-14
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


                                                                   30 JUNE 2000
                                                                         $
                                                                   -------------
NOTE 2:   CASH
     Cash at bank and on deposit                                      1,843,118
     Cash on hand                                                         1,799
                                                                     -----------
                                                                      1,844,917
                                                                     -----------
NOTE 3:   RECEIVABLES
     Trade debtors                                                    1,408,893
     Allowance for doubtful debts                                       (40,355)
                                                                     -----------
     Other debtors                                                      180,277
                                                                     -----------
                                                                      1,548,815
                                                                     -----------
NOTE 4:   CAPITAL ASSETS

     (a)       Plant and Equipment - at cost                            733,575
               Furniture and Fittings - at cost                         102,697
               Motor Vehicles - at cost                                  78,791
               Leasehold improvements - at cost                         305,680
                                                                     -----------
               Less accumulated amortization                           (921,511)
                                                                     -----------
                                                                        299,232
                                                                     -----------
     (b)       Leased
               Leased Motor Vehicles
               Capitalized leased assets                                200,844
                                                                     -----------
               Less accumulated amortization                           (167,790)
                                                                     -----------
                                                                         33,054
                                                                     -----------

     Total

     Cost                                                             1,421,587
                                                                     -----------
     Less accumulated amortization                                   (1,089,301)
                                                                     -----------
     Cost less accumulated amortization                                 332,286
                                                                     -----------
     Depreciation periods for each class of asset are as follows:
     Plant and Equipment                                          2.5 - 4 years
     Furniture and Fittings                                             8 years
     Motor Vehicles                                                   3-4 years
     Leasehold improvements                                             8 years

NOTE 5:   OTHER NON CURRENT ASSETS

     Trademarks and customer lists                                       24,098
                                                                     -----------
     Less accumulated amortization                                       (9,976)
                                                                     -----------
                                                                         14,122
                                                                     -----------

                                                                   30 JUNE 2000
                                                                         $
                                                                   -------------
NOTE 6:   SUNDRY CREDITORS AND ACCRUALS
     Sundry creditors and accruals                                      551,691
                                                                     -----------
     Employee entitlements                                              176,263
                                                                     -----------
     Accrued liabilities for reorganisation costs                       103,219
                                                                     -----------
                                                                        831,173
                                                                     -----------


                                      F-15
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


                                                                   30 JUNE 2000
                                                                         $
                                                                   -------------

NOTE 7:   LEASE LIABILITIES

     (a)       Finance Leasing Commitments

     Payable

     -    not later than one year                                        10,911
     -    later than one year but not later than 2 years                  9,070
     -    later than 2 years but not later than 3 years                       -
     -    later than 3 years but not later than 4 years                       -
                                                                     -----------
     -    later than 4 years but not later than 5 years                       -
     Minimum lease payments                                              19,981
                                                                     -----------

     Less future finance charges                                             95
                                                                     -----------
     Total lease liability                                               19,886

     Current portion                                                     10,859
                                                                     -----------
     Noncurrent portion                                                   9,027
                                                                     -----------
                                                                         19,886
                                                                     -----------

     Finance lease liabilities are
     collateralized by the underlying lease assets

     (b)       Operating Lease Commitments

     Noncancelable operating leases
     contracted for but not capitalized
     in the accounts

     Payable

     -    not later than one year                                       405,163
     -    later than one year but not later than 2 years                 10,780
     -    later than 2 years but not later than 3 years                       -
     -    later than 3 years but not later than 4 years                       -
                                                                     -----------
     -    later than 4 years but not later than  5 years                      -
                                                                        415,943
                                                                     -----------

Rent expense incurred for the year ended
June 30, 2000 was $311,903 (1999: $435,496)

NOTE 8:   LOANS PAYABLE

In September 1997, the Company arranged an unlimited working capitalbased
facility with Scottish Pacific Business Finance Limited ("Scottish Pacific") in
respect of the Australian domiciled customers of Flexemessaging Global Services.
In accordance with Scottish Pacific lending criteria, this facility has been
secured by a charge over the assets of Trade Wind Marketing Pty Ltd (a wholly
owned subsidiary of TWG) as well as guarantees by TWG and its subsidiaries.
Interest is charged at the highest of the prevailing rates of either Westpac
Banking Corporation, Australia and New Zealand Banking Group Limited or National
Australia Bank Limited plus a margin of 2%. The prevailing interest rate at June
30, 2000 was 10.39% (1999: 10.93%). The original term of this agreement was for
a 12-month period with automatic renewals. This agreement may be terminated by
Scottish Pacific by giving one month's notice or by the Company giving three
month's notice. The amount owing to Scottish Pacific at June 30, 2000 is
$36,249. (See, Note 1r).

As of April 6, 1999 a private placement was made as a result of immediate short
term bridge financing of $1,250,000 arranged by AICH. The proceeds were to be
used to make a bid for Newsnet, a company under administration and in the same


                                      F-16
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

business of fax broadcasting. As consideration for providing this facility on
very short notice the Company issued 200,000 shares at $1.25 ($250,000), a
$550,000 discount on fair value, to AICH, the cost of which was to be deducted
from the $1,250,000 proceeds. The $550,000 discount was a cost of obtaining the
financing and has been reflected as an interest expense in the Consolidated
Statement of Loss and Comprehensive Loss. The shares were issued at $1.25 as
compared to a previous placement price per share of $2.50 and $4.00 as quoted on
the OTCBB as of the date of issue. After lengthy negotiation the Company decided
to withdraw from pursuing the acquisition and the funds were returned to AICH as
per the agreement. As AICH provided the necessary funding, the shares were
issued on June 9, 1999.

In July, 1999, AICH, as Agent, has advanced bridge financing in the sum of
$499,500 to the Company in return for an unsecured promissory note of the
Company. The loan bears interest at a rate announced from time to time by
Nationsbank N.A. as its prime rate, plus 200 basis points per annum. Interest is
calculated on the basis of a 360 day year, but only to the extent that the
unpaid principal remains outstanding. Interest accrues and is payable from the
day that the Company receives net proceeds of not less than $1,500,000 from the
offering. As the Company has not received such net proceeds, no interest is due
and payable. The promissory note was to be repaid on the later of commencement
of trading of the Company's securities on the American Stock Exchange, NASDAQ or
another national exchange acceptable to the Company, or December 31, 2000. The
note may be prepaid at any time without penalty or premium. As the Company has
not listed on any national exchange, the Company is not in default on the
repayment of the loan. As per the Deed of Release signed on May 10, 2000, AICH
converted a portion of the promissory note into equity in the amount of
$487,275. The amount owing to AICH by the Company at June 30, 2000 under the
promissory note is $12,225. The Company also borrowed an additional $54,695 from
AICH. This amount is unsecured with no fixed terms of repayment and does not
attract interest.

Notes payable to related parties represent loans payable to Martin McCarthy for
$60,000 and Frank Favretto in the amount of $53,955. Mr. McCarthy and Mr.
Favretto are both directors of the Company. These loans are unsecured with no
fixed terms of repayment and do not attract interest.

The balance of the loan funds are unsecured with no fixed terms of repayment and
do not attract interest.

NOTE 9:   COMPREHENSIVE INCOME  FOREIGN CURRENCY TRANSLATION

In accordance with SFAS 130, the accumulated comprehensive income comprises the
following:

     Accumulated comprehensive income
          Balance at beginning of year                                  138,733
          Foreign currency translation adjustments                       78,291
                                                                        -------
          Balance at end of year                                        217,024

NOTE 10:  REORGANISATION COSTS

One of the core management objectives has been to re-position the Company more
towards a broad based messaging service and away from the heavy reliance on fax
running on a proprietary fax network. This plan would involve the closure of the
existing proprietary fax network and the cessation of use of the related network
equipment and resources. This is considered to be a closure of the existing
proprietary fax delivery network and the cessation of use of the related network
equipment and resources. This is considered to be a closure of part of a line of
business. Currently only customer bases in the UK, Canada, USA, Switzerland and
Singapore are affected by this closure. Revenues from this service comprise less
than 9% of Flexemessaging's total revenues.

In connection with this plan the Company signed an exclusive agreement on
December 2, 1999, with Premiere Information Systems Pty Ltd ("Premiere"), a
subsidiary of Premiere Technologies Inc., a communications company based in
Atlanta, Georgia whereby the Company has outsourced the delivery of its
international fax traffic to the Premiere network. This agreement provides for
Premiere to transmit all fax broadcast traffic for the Company for a period of
12 to 24 months subject to certain service and pricing criteria. The customer
bases in the UK, Canada, the USA, Switzerland and Singapore (representing the
outsourced service) will now be serviced by Premiere with the Company receiving


                                      F-17
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

a commission on revenues generated over the next 24 months following the
execution of the agreement.

Flexemessaging will still provide enhanced fax and email broadcast services to
their existing customers, namely Australia and New Zealand, which comprise 92%
of the segment's revenue. The Company is still billing the remaining customers
that have not been affected and the manner in which they transact with the
Company is unaltered.

As a result, with effect from December 1, 1999, all expenses in respect of
network operations (leased network backbone circuit expenses, facilities
management, software and hardware expenses and maintenance, network staff
resources) will not be continued.

The costs and liabilities of this plan includes:

<TABLE>
<CAPTION>
------------------------------ --------------- ------------------- ------------- -------------
                                                                                  BALANCE AT
                                                APPLIED AGAINST                    JUNE 30,
                                  EXPENSED       RELATED ASSET       PAYMENTS        2000
------------------------------ --------------- ------------------- ------------- -------------
<S>                               <C>              <C>            <C>             <C>
Assumed obligations on             181,415                           (78,196)       103,219
closed network operations
------------------------------ --------------- ------------------- ------------- -------------
Severance and other employee       113,040                          (113,040)             -
costs (3 employees)
------------------------------ --------------- ------------------- ------------- -------------
Impairment loss on network         357,080          (357,080)              -              -
equipment
------------------------------ --------------- ------------------- ------------- -------------
                                   651,535          (357,080)       (191,236)       103,219
------------------------------ --------------- ------------------- ------------- -------------
</TABLE>

Accrued liabilities for network operations in the amount of $103,219 as of June
30, 2000 relate to termination costs of contracts and other contractual
agreements with third parties. It is anticipated that this will be satisfied
during the next fiscal year.

There were not any further expenses incurred that would have the effect of
adjusting the restructuring liabilities. During the year payments of $191,236
were made, comprising of $78,196 in connection with line rentals and other
carrier related costs and $113,040 as a result of termination payments to a
former employee.

On December 16, 1999, Trade Centre Systems Holdings Pte Ltd ("TCSH"), an
indirectly wholly owned subsidiary of the Company, operating in Singapore
entered into an agreement with Jebsen and Jessen Communications Pte Ltd ("J&J").
Under the agreement TCSH has transferred its Voice & Data business to J&J in
return for revenue based commissions on sales and maintenance through to October
31, 2000. J&J have agreed to offer employment to certain of the employees of
TCSH. TCSH has agreed to provide J&J with certain stock and spare parts in order
to perform the maintenance function as well providing client site configuration
details. This agreement relates to the transfer/disposal of a geographical
portion of a segment and does not constitute a discontinued operation. This
transfer will not have a material impact on the performance of the Company as
the anticipated commission revenue stream represents less than 5% of the
Company's total revenues.

In July 1999, the Company ceased activities in relation to sales and
distribution of Dictaphone dictation products. This decision was taken, as this
activity was not aligned to the core competence of the Voice and Data Division
of the Company, which is voice and data systems integration. The Company still
continues to sell and support Dictaphone logging and call recording systems.
This will not have a material impact on the overall performance of the Company
as the earnings contribution from this activity was negligible. The amount
expensed in relation to the cessation of these activities was $164,178.


                                      F-18
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 11:  INCOME TAX EXPENSE

Estimated tax losses available to the Company to be carried forward to future
years amount to $7,332,750 (1999: $5,975,184). These losses are not subject to
an expiry date, however, the benefits of these losses will only be obtained if:

(a)  the Company derives future assessable income of a nature and of an amount
     sufficient to enable the benefit from the deduction for the loss to be
     realized;
(b)  the Company continues to comply with the conditions for deductibility
     imposed by law; and
(c)  no change in tax legislation adversely affect the Company in realizing the
     benefit from the deduction for the loss.

Differences between the effective income tax rate and the statutory income tax
rate were primarily the result of the valuation allowance, which fully reserved
the net deferred tax asset. The net deferred tax asset arose primarily from the
taxable losses generated during the years ended June 30, 1992 through June 30,
2000.

NOTE 12:  SEGMENTED FINANCIAL INFORMATION

The Company operates two business divisions, Voice and Data and Flexemessaging
Global Services. The Voice and Data Division is a specialist supplier and
integrator of voice communications systems and decision support applications for
dealing rooms, emergency services dispatch and similar operations. The
Flexemessaging Division operates an enhanced fax broadcast system. It is not
considered necessary to show geographic segmented financial information as
revenues generated from countries other than Australia are not considered
significant and represent less than 10% of total revenue. The accounting
principles used to report the segment amounts is the same as that used to report
the financial statements. Segmented financial information for these two
divisions follows:

FOR THE YEAR ENDING JUNE 30, 2000

<TABLE>
<CAPTION>
                                     VOICE AND
                                        DATA      FLEXEMESSAGING  HEAD OFFICE   CONSOLIDATED
                                    ------------- --------------- ------------- -------------
<S>                                  <C>            <C>          <C>           <C>
Revenue                              7,318,327      3,627,309             -     10,945,636
Amortization                            85,179        214,780        63,321        363,280
Reorganisation Costs                         -       (651,535)     (164,178)      (815,713)
Segment operating profit/(loss)        182,666     (1,159,675)     (726,252)    (1,703,261)
Identifiable assets                  1,513,055        719,654     1,806,133      4,038,842

FOR THE YEAR ENDING JUNE 30, 1999

                                     VOICE AND
                                        DATA      FLEXEMESSAGING  HEAD OFFICE   CONSOLIDATED
                                    ------------- --------------- ------------- -------------
Revenue                              5,661,189      3,447,030             -      9,108,219
Amortization                           126,159        304,409        55,480        486,048
Segment operating profit/(loss)        186,715     (1,368,978)    (1,758,724)   (2,940,987)
Identifiable assets                  2,456,551      1,248,780       208,730      3,914,061
</TABLE>

During the year ended June 30, 2000, a voice dealing system was installed by the
Voice & Data Division generating 16% of the total revenues of the Company for
the year. For the year ended June 30, 1999, there were no sales representing in
excess of 10% of the Company's revenues.


                                      F-19
<PAGE>


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 13:  EVENTS SUBSEQUENT TO BALANCE SHEET DATE

The Company has received an exchange offer proposal from its major shareholder,
TWC, whereby the Company would become a wholly owned subsidiary of TWC and TWC
would then merge the Company into a newly created subsidiary located in Bermuda.
Under this proposal, TWC would become the successor issuer to the Company
(pursuant to Rule 12g-3(a) and (f) of the Securities Exchange Act of 1934, as
amended) providing the shareholders with the continued benefit of the Company's
present reporting status through TWC, as well as TWC's existing listing on the
Canadian Ventures Exchange. The Board of Directors approved the exchange offer
on September 1, 2000 upon determining the offer would be in the best interest of
the Company and accordingly will present the matter for a vote to the
shareholders at a special meeting to be held no later than March 15, 2001.
Specifically, TWC proposes to exchange 1.754880714 of its shares for each
outstanding share of common stock of the Company on the record date of October
5, 2000 pursuant to the terms of an Arrangement Agreement and in accordance with
Section 99 of the Bermuda Companies Act and the Idaho General Business
Corporations Laws. TWC shareholders approved the exchange transaction on
November 9, 2000 at a special meeting of shareholders.


                                      F-20